Zicix Corp (0001465311) (Filer)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

or

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to           

Commission File Number 000-56789

ZICIX CORPORATION

(Exact name of registrant as specified in its charter)

+ 852-91010998

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ☐ Yes ☒ No

As of October 12, 2026, the Company had outstanding 27,092,241 shares of common stock.

ZICIX CORPORATION

QUARTERLY REPORT

FOR THE QUARTER ENDED June 30, 2026

TABLE OF CONTENTS

INTRODUCTORY COMMENTS

We are not a Hong Kong operating company but a Nevada holding company with operations conducted through our wholly owned subsidiary based in Hong Kong. Our investors hold shares of common stock in Zicix Corporation, the Nevada holding company. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong subsidiary and will be dependent upon contributions from our subsidiary to finance our cash flow needs. Our ability to obtain contributions from our subsidiary are significantly affected by regulations promulgated by Hong Kong authorities. Any change in the interpretation of existing rules and regulations or the promulgation of new rules and regulations may materially affect our operations and or the value of our securities, including causing the value of our securities to significantly decline or become worthless. For a detailed description of the risks facing the Company associated with our structure, please refer to “Risk Factors – Risks Relating to Doing Business in Hong Kong” set forth in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 15, 2026 (the “Annual Report”).

Zicix Corporation and our Hong Kong subsidiary are not required to obtain permission from the Chinese authorities including the China Securities Regulatory Commission, or CSRC, or Cybersecurity Administration Committee, or CAC, to operate or to issue securities to foreign investors. However, in light of the recent statements and regulatory actions by the PRC government, such as those related to Hong Kong’s national security, the promulgation of regulations prohibiting foreign ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns, we may be subject to the risks of uncertainty of any future actions of the PRC government in this regard including the risk that we inadvertently conclude that such approvals are not required, that applicable laws, regulations or interpretations change such that we are required to obtain approvals in the future, or that the PRC government could disallow our holding company structure, which would likely result in a material change in our operations, including our ability to continue our existing holding company structure, carry on our current business, accept foreign investments, and offer or continue to offer securities to our investors. These adverse actions could value the value of our common stock to significantly decline or become worthless. We may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the Chinese Securities Regulatory Commission, if we fail to comply with such rules and regulations, which would likely adversely affect the ability of the Company’s securities to continue to trade on the Over-the-Counter Bulletin Board, which would likely cause the value of our securities to significantly decline or become worthless.

There may be prominent risks associated with our operations being in Hong Kong. For example, as a U.S.-listed Hong Kong public company, we may face heightened scrutiny, criticism and negative publicity, which could result in a material change in our operations and the value of our common stock. It could also significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Additionally, changes in Chinese internal regulatory mandates, such as the M&A rules, Anti-Monopoly Law, and the soon to be effective Data Security Law, may target the Company’s corporate structure and impact our ability to conduct business in Hong Kong, accept foreign investments, or list on an U.S. or other foreign exchange. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement, The business of our subsidiary is not subject to cybersecurity review with the Cyberspace Administration of China, or CAC, given that: (i) our products and services are offered not directly to individual users but through our institutional customers; (ii) we do not possess a large amount of personal information in our business operations.. In addition, we are not subject to merger control review by China’s anti-monopoly enforcement agency due to the level of our revenues which provided from us and audited by our auditor and the fact that we currently do not expect to propose or implement any acquisition of control of, or decisive influence over, any company with revenues within China of more than RMB400 million. Currently, these statements and regulatory actions have had no impact on our daily business operations, the ability to accept foreign investments and list our securities on an U.S. or other foreign exchange. However, since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list our securities on an U.S. or other foreign exchange. For a detailed description of the risks facing the Company and the offering associated with our operations in Hong Kong, please refer to “Risk Factors – Risks Relating to Doing Business in Hong Kong” set forth in the Annual Report.

The recent joint statement by the SEC and PCAOB, and the Holding Foreign Companies Accountable Act (HFCAA) all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely our auditor, and that as a result, an exchange may determine to delist our securities. The Consolidated Appropriations Act, 2023 amended the HFCAA and reduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two thus reducing the time before our securities may be prohibited from trading or being delisted. Our auditor is based in Kuala Lumpur, Malaysia and is subject to PCAOB inspection. It is not subject to the determinations announced by the PCAOB on December 16, 2021. However, in the event the Malaysian authorities subsequently take a position disallowing the PCAOB to inspect our auditor, then we would need to change our auditor to avoid having our securities delisted. Furthermore, due to the recent developments in connection with the implementation of the Holding Foreign Companies Accountable Act, we cannot assure you whether the SEC or other regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. The requirement in the HFCA Act that the PCAOB be permitted to inspect the issuer’s public accounting firm within two or three years, may result in the delisting of our securities from applicable trading markets in the U.S, in the future if the PCAOB is unable to inspect our accounting firm at such future time. Please see “Risk Factors- The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer’s public accounting firm within three years. This three-year period was shortened to two years upon the enactment of the Consolidated Appropriations Act, 2023. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist our securities from applicable trading market within the US.” set forth in the Annual Report.

In addition to the foregoing risks, we face various legal and operational risks and uncertainties arising from doing business in Hong Kong as summarized below and in “Risk Factors — Risks Relating to Doing Business in Hong Kong.” set forth in the Annual Report.

References in this Quarterly Report to the “Company,” “ZICX,” “we,” “us” and “our” refer to ZICIX Corporation, a Nevada company and its subsidiary on a consolidated basis. Where reference to a specific entity is required, the name of such specific entity will be referenced.

Transfers of Cash to and from Our Subsidiary

ZICIX Corporation is a Nevada holding company with no operations of its own. We conduct our operations in Hong Kong primarily through our subsidiary in Hong Kong. We may rely on dividends to be paid by our Hong Kong subsidiary to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. If our Hong Kong subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. To date, our subsidiary has not made any transfers, dividends or distributions to ZICIX Corporation and ZICIX Corporation has not made any transfers, dividends or distributions to our subsidiary.

ZICIX Corporation is permitted under the Nevada laws to provide funding to our subsidiary in Hong Kong through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements. Our Hong Kong subsidiary is also permitted under the laws of Hong Kong to provide funding to ZICIX Corporation through dividend distribution without restrictions on the amount of the funds. As of the date of this Quarterly Report, there has been no dividends or distributions among the holding company or the subsidiary nor do we expect such dividends or distributions to occur in the foreseeable future among the holding company and its subsidiary.

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

Subject to the Nevada Revised Statutes and our bylaws, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due. There is no further Nevada statutory restriction on the amount of funds which may be distributed by us by dividend.

Hong Kong

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. The laws and regulations of the PRC do not currently have any material impact on transfer of cash from ZICIX Corporation to our Hong Kong subsidiary or from our Hong Kong subsidiary to ZICIX Corporation. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to U.S. investors.

Current PRC regulations permit PRC subsidiaries to pay dividends to Hong Kong subsidiaries only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, subsidiaries in China are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. As of the date of this this Quarterly Report, we do not have any PRC subsidiaries.

The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our subsidiary are unable to receive all of the revenues from our operations, we may be unable to pay dividends on our common stock.

Cash dividends, if any, on our common stock will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10.0%.

In order for us to pay dividends to our shareholders, we will rely on payments made from our Hong Kong subsidiary to ZICIX Corporation. If in the future we have PRC subsidiaries, certain payments from such PRC subsidiaries to Hong Kong subsidiaries will be subject to PRC taxes, including business taxes and VAT. As of the date of this Quarterly Report, we do not have any PRC subsidiaries and our Hong Kong subsidiary has not made any transfers, dividends or distributions nor do we expect to make such transfers, dividends or distributions in the foreseeable future.

Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevant dividends; and (b) the Hong Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by a PRC subsidiary to its immediate holding company. As of the date of this Quarterly Report, we do not have a PRC subsidiary. In the event that we acquire or form a PRC subsidiary in the future and such PRC subsidiary desires to declare and pay dividends to our Hong Kong subsidiary, our Hong Kong subsidiary will be required to apply for the tax resident certificate from the relevant Hong Kong tax authority. In such event, we plan to inform the investors through SEC filings, such as a current report on Form 8-K, prior to such actions. See “Risk Factors – Risks Relating to Doing Business in Hong Kong.” set forth in the Annual Report. 

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical facts, included in this Quarterly Report on Form 10-Q including, without limitation, statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s market projections, financial position, business strategy and the plans and objectives of management for future operations, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); expansion and growth of the Company’s business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company’s expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.

These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “plans,” “may,” “will,” or similar terms. These statements appear in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company’s financial condition or results of operations for its limited history; (ii) the Company’s business and growth strategies; and (iii) the Company’s financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company’s limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report.

Consequently, all of the forward-looking statements made in this Quarterly Report on Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ZICIX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

See accompanying notes to condensed consolidated financial statements.

ZICIX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

See accompanying notes to condensed consolidated financial statements.

ZICIX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

See accompanying notes to condensed consolidated financial statements.

ZICIX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”))

(UNAUDITED)

See accompanying notes to condensed consolidated financial statements.

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

1.       DESCRIPTION OF BUSINESS AND ORGANIZATION

Zicix Corporation (the “Company”) was formed in the State of Nevada on February 29, 1979. The Company changed its name from Bederra Corporation to ZiCIX Corporation on January 24, 2011.

Currently, the Company is principally engaged in the provision of trading of LED carriage boxes, air cargo pallets and components. ASN, with its headquarters in Dubai, is dedicated to delivering a powerful Global Storage Network Platform, enabling businesses to optimize their logistics processes through a single platform, offering a variety of services, including Air Cargo, International Warehouse and Storage Box. By leveraging its extensive network in Asia, Europe, and partners in the Middle East, it provides end-to-end solutions that empower its clients to achieve their global expansion objectives.

Description of subsidiaries incorporated and controlled by the Company:

The Company and its subsidiaries are hereinafter referred to as (the “Company”).

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

These accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”) for quarterly financial statements and Article 8 of Regulation S-X. They do not include all of the information and notes required by U.S. GAAP for complete financial statements. The condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the year ended March 31, 2026 included in the Company’s Form 10-K, as filed with the SEC on October 15, 2026. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for quarterly financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s condensed consolidated financial statements include the allowance for expected credit losses, the useful lives of plant and equipment, impairment of long-lived assets, revenue recognition, allowance for deferred tax assets, uncertain tax position, fair value of convertible debts and promissory note and income tax provision.

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statements of operations and other comprehensive loss.

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

The reporting currency of the Company is United States Dollar (“US$”) and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company has operations in Hong Kong and maintains the books and record in the local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with Accounting Standards Codification (“ASC”) 830-30, Translation of Financial Statement, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of changes in stockholder’s deficit.

Translation of amounts from HKD into US$ has been made at the following exchange rates for the three months ended June 30, 2026 and 2025:

ASC 280, Segment Reporting (“ASC 280”) establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in condensed consolidated financial statements for details on the Company’s business segments.

In accordance with Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, the Company considered whether additional disclosures were required, including significant segment expenses and measures used by the chief operating decision maker (“CODM”), Mr. Edwin Kal Ip Li (a chief executive officer of the Company). However, the CODM evaluates the Company’s performance based solely on condensed consolidated financial results, and no additional measures or expense categories are used for internal decision-making. The CODM also reviews and utilizes function expenses (cost of revenues, and general and administrative) at the consolidated level to manage the Company's operations.

The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s CODM, for making decisions, allocating resources and assessing performance, as the following reportable segments.

The operation of coupon redemption app business in United States of America (“U.S.”) was discontinued and closed down in March 2025, in which this segment did not generate any revenue during the three months ended June 30, 2026 and 2025. Based on the management’s assessment, the Company determined that it has one reportable operating segment, as defined by ASC 280. For the three months ended June 30, 2026 and 2025, all of the Company’s revenues and assets are generated in Hong Kong. Therefore, no geographical segments are presented.

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, and such fees are billed to the customer when the performance obligation is satisfied. The Company recognizes such revenue in the period when the amounts are determined to be fixed and the performance obligation is satisfied as the Company completes the obligations.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or providing services. As such, revenue is recorded net of returns, allowances, customer discounts, and incentives. Sales taxes and other taxes are excluded from revenues.

Trading of Goods

The Company generates most of its revenue from direct product sales. Revenue from direct trading sales is recognized when the customer obtains control of the product, which occurs at a point in time. Delivery occurs when the goods have been delivery to the specific location upon the agreed shipment terms Shipping term under Free On Board (“FOB”), the Company transferred the ownership of goods to customer and who is liable for goods damaged during shipping. The Company bills the invoices to customers together with the delivery and collects the receivables in a credit term of 30 days.

Generally, the Company enters into purchase orders with its customers which specify the rights of the parties, including product specifications, shipment terms and payment terms and sales prices to the customers are fixed with rebate and incentives to certain customers. The performance obligations in a given transaction are determined by the individual purchase orders with revenue recognized at the time that the performance obligations have been satisfied. Sales taxes and other similar taxes that the Company collects concurrently with revenue-producing activities are excluded from revenue. Variable considerations such as sales rebates, sales discounts, and sales returns are treated as a reduction of revenue in the same period the related revenue is recognized.

Cloud Consulting Service

Revenues from cloud consulting services are recognized over time (typically, on a monthly basis) as service is provided over the service period.

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

Principal vs Agent Considerations

In accordance with ASC 606, Revenue Recognition: Principal Agent Considerations, the Company evaluates the terms in the agreements with its channels and independent contractors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to record the revenue on a gross or net basis depends upon whether the Company has control over the goods prior to transferring it. In general, the Company controls the products as it has the obligation to (i) fulfil the products delivery and (ii) bear any inventory risk as legal owners. In addition, when establishing the selling prices for delivery of the resale products, the Company has control to set its selling price to ensure it would generate profit for the products delivery arrangements. The Company believes that all these factors indicate that the Company is acting as a principal in this transaction. As a result, revenue from the sales of products is presented on a gross basis.

Disaggregation of Revenue

The following table summarizes revenue from contracts with customers, disaggregated by revenue source for the three months ended June 30, 2026 and 2025:

The Company adopts the ASU No. 2016-02, Leases (Topic 842) for all periods presented. This standard requires lessees to recognize lease assets (“right-of-use”) and related lease obligations (“lease liabilities”) on the condensed consolidated balance sheet for leases with terms in excess of twelve months. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the condensed consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the condensed consolidated balance sheets.

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized, based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. The Company depreciated the ROU assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the ROU assets or the end of the lease term. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

All of the Company’s real estate leases are classified as operating leases and there was no lease with a duration of twelve months or less.

Income taxes are determined in accordance with the provisions of ASC 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

For the three months ended June 30, 2026 and 2025, the Company did not have any interest and penalties associated with tax positions. As of June 30, 2026 and March 31, 2026, the Company did not have any significant unrecognized uncertain tax positions.

The Company is subject to tax in local US and foreign jurisdictions. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed consolidated balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Company calculates net loss per share in accordance with ASC 260, Earnings per Share. Basic loss per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

ASC 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive loss as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive loss, as presented in the accompanying statements of changes in stockholders’ (deficit) equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

The Company follows the ASC 450-20, Contingencies, to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

The Company follows the guidance of the ASC 820-10, Fair Value Measurements and Disclosures, with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, inventories, rental deposit, amount due from a related party, prepayments and other current assets, accounts payable, accrued liabilities and other payables, amount due to a shareholder approximate their fair values because of the short maturity of these instruments except for bonds payable, convertible debts and convertible promissory note (measured at Level 3, see Notes 8, 9 and 10).

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

In December 2025, the FASB issued Accounting Standards Update (“ASU”) No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update clarifies the applicability, form and content, and interim disclosure requirements in ASC Topic 270 and enhances navigability of the interim reporting guidance. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and after December 15, 2028, for entities other than public business entities. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which updates the FASB Accounting Standards Codification to clarify, correct errors, and improve the overall usability of GAAP. The improvements consist of narrow-scope amendments, technical corrections, clarification of existing guidance, and updates to clarify the appropriate scope and application of certain disclosure requirements. ASU 2025-12 is effective for annual and interim periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock. The ASU requires PIK dividends on equity-classified preferred stock to be initially measured based on the stated PIK dividend rate in the preferred stock agreement. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). This standard provides guidance on the accounting for environmental credits (such as renewable energy credits, carbon credits) and related obligations. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods. The Company is currently evaluating the effect of this pronouncement on its disclosures.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

3.       GOING CONCERN UNCERTAINTIES

The accompanying condensed consolidated financial statements have been prepared using going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business.

For the three months ended June 30, 2026, the Company incurred an operating loss of $653,617 and reported a working capital deficit of $3,364,786 and accumulated deficit of $6,355,869. Since March 2026, the Company has experienced temporary cessation of Dubai business operations due to its inability to execute the scheduled product shipments to its regional distribution hub in Dubai, resulting from regional supply chain and transit disruptions caused by U.S.-Iraq conflict. As of June 30, 2026, the Company’s bank accounts had been suspended, resulting in no cash balances, also certain convertible debts totaling approximately $795,000 (principal and unpaid interest) were in default. The Company has funded its operations and capital expenditure primarily through financial support from its stockholders. The continuation of the Company as a going concern is dependent upon improving profitability, securing continued financial support from its stockholders or raising additional capital through external fund-raising, such as, private placements. Management believes the existing stockholders will provide additional cash to meet with the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

Management is actively negotiating with holders of convertible debts and note totaling approximately $947,000 (principal and unpaid interest) to restructure or extend repayment terms. These negotiations include discussions on potential debt-to-equity conversions, revised maturity schedules, and partial settlements to alleviate immediate liquidity pressure. While some binding agreements have been finalized as of the issue date of these consolidated financial statements, management believes that constructive progress has been made and that creditors are receptive to restructuring proposals.

These raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

4.       AMOUNT DUE FROM A RELATED PARTY

As of June 30, 2026 and March 31, 2026, the amount represented temporary advances to a related party, Mr. Lo Yiu Kwok, the director of the Company’s subsidiary, which was unsecured, interest-free and repayable on demand. The balance was $402,569 and $411,430 as of June 30, 2026 and March 31, 2026, respectively. The balance is expected to be settled by December 31, 2026 or earlier.

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

5.       LEASES

The Company entered into commercial operating leases with a third party for the use of office in Hong Kong. This lease has original term of 3 years. This operating lease is included in “Right-of-use Assets” on the condensed consolidated balance sheets and represent the Company’s right to use the underlying assets during the lease term. The Company’s obligation to make lease payments are included in “Operating Lease liabilities” on the condensed consolidated balance sheets.

Supplemental balance sheet information related to operating leases was as follows:

Operating lease expense for the three months ended June 30, 2026 and 2025 was $50,250 and $50,570, respectively.

Other supplemental information about the Company’s operating lease, as of:

The following table summarizes the future minimum lease payments due under the Company’s operating lease in the next two years, as of June 30, 2026:

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

6.       SEGMENT REPORTING

ASC 280 establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.

The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”), Mr. Edwin Kai Ip Li (a chief executive officer of the Company), for making decisions, allocating resources and assessing performance.

Based on the management’s assessment, the Company determined that it has one reportable operating segment in the provision of LED carriage boxes and components in Hong Kong, as defined by ASC 280 for the three months ended June 30, 2026 and 2025.

For the three months ended June 30, 2026 and 2025, all of the Company’s revenue and assets are locally generated and held in Hong Kong. Therefore, no geographical segments are presented.

7.       AMOUNT DUE TO A SHAREHOLDER

As of June 30, 2026 and March 31, 2026, the amount represented temporary advances made by a shareholder, Cosmos Links International Holding Ltd to the Company for capital expenditure and working capital purpose, which was unsecured, interest free and repayable on demand. The balance was $238,421 and $238,286 as of June 30, 2026 and March 31, 2026, respectively.

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

8.       BONDS PAYABLE

Bonds payable consisted of the following:

These bonds were issued by the Company’s subsidiary, ASN to certain third parties of an aggregate principal amount of $331,874 (HK$2,600,000) under the bond agreements, which carried interest at a rate of 8% per annum.

Bond A: Both annual interest and the principal amount became monthly payable after the seventh month of the bond agreements up to maturity date.

Bond B : Both annual interest and the full principal amount became payable in its entirety at the maturity date.

The debt discounts are amortized into interest expense using the effective interest method over the terms of the bonds. Interest expense in relation to bonds payable for the three months ended June 30, 2026, and 2025 were $16,725 and $14,603, respectively.

9.       CONVERTIBLE DEBTS

In May, October and November 2022 and March, May and September 2023, the Company’s subsidiary, ASN issued eight (8) convertible debts of $1,140,240 (HK$8,938,000) aggregate principal amount, due in three to five years (the “Debts”). The Debts bear interest at a rate of 8.0% per annum, annually payable and will mature in October 2025, November 2025, March 2026, May 2026, September 2026 and May 2027. In October 2025, The Company has settled one convertible debts of $100,000 (HK$780,000). In November 2025, Mr. Huang Hsiang-An has submitted a Conversion Notice (the “Notice”), requesting the conversion of the outstanding principal into shares of the Company’s common stock. On August 3, 2026, The Company received the Notice and agreed to issue Mr. Huang Hsiang-An 29,304 shares of its common stock at the price of $3.50 per share, equal to $102,564 (HK$800,000) to settle convertible debts payable.

As of June 30, 2026, certain convertible debts totaling $794,632 in aggregate were in default. Of this amount, $102,564 was subsequently settled through share conversions. The Company is in active negotiations with the remaining debt holders to settle the outstanding balance and the associated unpaid interest of approximately $705,000 in aggregate, as of the date of these financial statements.

The Debts Holders have the right to convert any or all of the principal and accrued interest on the Debts into shares of common stock of the Company on the closing of a listing for trading of the common stock of the Company on a national securities exchange offering (an “Uplist Offering”). If the Company can close an Uplist Offering, the conversion price shall be 70% of the per share offering price in the Uplist Offering.

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

Interest expense of convertible debts for the three months ended June 30, 2026 and 2025 were $9,408 and $80,114, respectively.

The conversion derivative, associated with these convertible debts was accounted for as a liability in accordance with ASC 815-40. The conversion derivative liability was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of conversion derivative liability in the condensed consolidated statements of operations. The convertible debts are made up of the fair value of the embedded conversion option with a fair value, totaling $1,041,318 and $1,040,734, as of June 30, 2026 and March 31, 2026, respectively.

10.       CONVERTIBLE PROMISSORY NOTE PAYABLE

In September 16, 2024, the Company issued one (1) convertible promissory note of $200,000 aggregate principal amount, due in two years (the “Note”), payable at maturity date of September 16, 2026. Subsequent to the reporting date, the Company is in active negotiations with this note holder to settle the outstanding balance and the associated unpaid interest of approximately $242,000, as of the date of these financial statements.

The details of the Note are as follows:

Unless the Note is converted, the principal amounts of the Note, and accrued interest at the rate of 10% per annum, are payable of the issuance of the Note (the “Maturity Date”).

The Note holder has the right to convert any or all of the principal and accrued interest on the Note into shares of common stock of the Company on the earlier of (i) 60 calendar days before the Maturity Date of the Note or (ii) the Company’s issuance or sale of any equity securities on or before the Maturity Date, in one or a series of related bona fide transactions with any third party, yielding gross proceeds to the Company excess $1,000,000 or (iii) when the Company disposed more than 50% of the voting power of the Company, or immediate after the merge with an entity, in which the Company own less than 50% of equity after the merger. The conversion price shall be 80% of the per share of the fair market value of the Company’s common stock.

The Company has the right to prepay all or any part of the Note without penalty upon five days prior written notice to the Note holder. The Note holder shall have five days after receipt of the written notice, to elect to convert all or part of the Note, at a conversion price to be determined mutually between the Company and Note holder.

Interest expense of the Note for the three months ended June 30, 2026 and 2025 were $20,050 and $14,549, respectively.

The conversion derivative, associated with this promissory note was accounted for as a liability in accordance with ASC 815-40. The conversion derivative liability was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of conversion derivative liability in the condensed consolidated statements of operations. The convertible promissory note is made up of the fair value of the embedded conversion option with a fair value, as of June 30, 2026 and March 31, 2026 of $183,138 and $168,088, respectively.

11.       STOCKHOLDERS’ DEFICIT

Authorized share

The Company has 400,000,000 shares of Series A Preferred Stock authorized with a par value of $0.00001 per share.

The Company has 27,600,000,000 shares of Common Stock authorized with a par value of $0.00001 per share.

As of June 30, 2026 and March 31, 2026, the Company had 27,600,000,000 and 27,600,000,000 shares of common stock authorized, respectively.

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

Preferred stock

As of June 30, 2026 and March 31, 2026, the Company had no shares of Series A Preferred Stock issued and outstanding, respectively.

Common stock

As of June 30, 2026 and March 31, 2026, the Company had 12,715,111 and 12,715,111 shares of its common stock issued and outstanding, respectively.

Shares to be issued

On August 3, 2026, the Company received the Notice and agreed to issue Mr. Huang Hsiang-An 29,304 shares of its common stock at the price of $3.50 per share, equal to $102,564 to settle convertible debts payable on August 11, 2026.

As of June 30, 2026 and March 31, 2026, the Company had 29,304 and 0 shares of common stock to be issued, respectively.

12.       INCOME TAX

The provision for income taxes consisted of the following:

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company mainly operates in Hong Kong that is subject to taxes in the jurisdictions in which they operate, as follows:

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

United States

The Company is registered in the State of Nevada and is subject to the tax laws of United States of America. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented. Deferred tax asset is not provided for as the tax losses may not be able to carryforward after a change in substantial ownership of the Company.

For the three months ended June 30, 2026 and 2025, there were no operating incomes.

BVI

Under the current BVI law, ANGL is not subject to tax on income.

Hong Kong

ASN operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year.

As of June 30, 2026, the operations in Hong Kong incurred $2,829,860 of cumulative net operating losses which can be carried forward to offset future taxable income. There is no expiry in net operating loss carryforwards under Hong Kong tax regime. The Company has provided for a full valuation allowance against the deferred tax assets of $416,715 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The reconciliation of income tax computed by applying the U.S. federal income tax rate of 21% to the actual income tax expense benefit at the Company’s effective rate is as follows:

Note :

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

The following table sets forth the significant components of the deferred tax assets of the Company as of June 30, 2026 and March 31, 2026:

As of June 30, 2026 and March 31, 2026, the Company had no unrecognized tax benefits. Interest and penalty charges, if any, related to income taxes would be classified as a component of the provision for income taxes in the condensed consolidated statements of operations. The Company does not expect any significant change in its uncertain tax positions in the next twelve months.

The Company filed income tax returns in the United States federal tax jurisdiction and several state tax jurisdictions. Since the Company is in a loss carryforward position, it is generally subject to examination by federal and state tax authorities for all these tax three years in which a net operating loss carryforward is available.

13.       RELATED PARTY TRANSACTIONS

From time to time, the directors of the Company advanced funds to the Company for capital expenditures and working capital purpose. Those temporary advances are unsecured, non-interest bearing and have no fixed terms of repayment.

Nature of relationships with related parties

Related party balances consisted of the following:

As of June 30, 2026 and March 31, 2026, the amount due from a related party represented temporary non-trade advances to Mr. Lo Yiu Kwok, the director of the Company’s subsidiary, which was unsecured and interest-free. The balance was $402,569 and $411,430 as of June 30, 2026 and March 31, 2026, respectively. The balance is expected to be settled by December 31, 2026 or earlier.

As of June 30, 2026 and March 31, 2026, the related party balance from accrued liabilities and other payable represented the accrued consulting services of $697,878 and $277,722 , respectively and recorded as expense in the operations. These service agreements had an aggregate value of $990,000 for a term of six to eight months and were subsequently settled by 14,347,826 shares of common stock.

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

In the ordinary course of business, during the years presented, the Company has engaged with transactions, either at cost or current market price and in the normal commercial terms among related parties. The following table provides the transactions with these parties for the years, as presented (for the portion of such period that they were considered related): 

Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented.

14.       CONCENTRATIONS OF RISKS

The Company is exposed to the following concentrations of risks:

(a)       Major customer

For the three months ended June 30, 2026, the Company has no single customer.

For the three months ended June 30, 2025, the Company has one single customer.

(b)       Major vendor

For the three months ended June 30, 2026, the Company has no single vendor.

For the three months ended June 30, 2025, the Company has one single vendor.

Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents. Cash equivalents are maintained with high credit quality institutions in Hong Kong, the composition and maturities of which are regularly monitored by the management. The Hong Kong Deposit Protection Board pays compensation up to a limit of HK$800,000 (equal to $102,115) if the bank in Hong Kong with which an individual/a company hold its eligible deposit fails.

The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.

The Company cannot guarantee that the current exchange rate will remain steady, therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

The Company has planned its business expansion in Dubai and Middle East since 2026. The escalation of military conflict and political instability in the Middle East, specifically involving the United States, Iraq, and Iran, could materially and adversely affect its business, financial condition, and results of operations.

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(UNAUDITED)

15.       COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be involved in various legal proceedings and claims in the ordinary course of business. The Company currently is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results, or cash flows.

As of June 30, 2026 and March 31, 2026, the Company did not have any significant commitments and contingencies involved, except for the below:

Pursuant to the Stock Purchase Agreement dated July 25, 2024, the Company is required to issue to the Seller (Lo Yiu Kwok) to an aggregate of 63,000 shares of the Company’s common stock, at a par value of $0.00001 upon the achievement of the milestones by its subsidiary, ASN during the three-years’ period following July 25, 2024 (“Performance Period”) below:

The Company is limited to issue a maximum of 63,000 shares of the Company’s common stock as earnout shares. The earnout shares, if were issued, classified as equity in accordance with ASC 480 and ASC 815.

Subsequently, the Company’s subsidiary, ASN did not meet with the minimum annual revenue of $500,000 as the performance milestone for the first year from July 26, 2024 to July 25, 2025 and the second year from July 26, 2025 to July 25, 2026 under the Performance Period, therefore no earnout shares were issued accordingly.

16.       SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2026, up through the date the Company issued the unaudited condensed consolidated financial statements.

On August 3, 2026, The Company received the Notice and agreed to issue Mr. Huang Hsiang-An 29,304 shares of its common stock at the price of $3.50 per share, equal to $102,564 to settle convertible debts payable.

On September 11, 2026, the Company approved to issue 8,695,652 and 5,652,174 shares of its common stock to settle the services rendered by a related party, with the service costs totaling $990,000 over the terms of six to eight months.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our Company’s financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in the report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors. See “Cautionary Note Concerning Forward-Looking Statements” on page 9.

Unless otherwise noted, all currency figures quoted as “U.S. dollars”, “dollars” or “$” refer to the legal currency of the United States. Throughout this report, assets and liabilities of the Company’s subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive loss within the unaudited condensed consolidated statements of changes in shareholders’ deficit.

Unless indicated otherwise, throughout this Quarterly Report on Form 10-Q, we refer to Zicix Corporation and its consolidated subsidiary, as “ZICX,” “we,” “us” and “our.”

Numerical information in this report is presented on a rounded basis using actual amounts. Minor differences in totals and percentage calculations may exist due to rounding.

Overview

We are not required to obtain permission from the Chinese authorities to operate or to issue securities to foreign investors.

ZICX is a Nevada holding company that through its subsidiary provides technology driven digital marketing and advertising solutions. ZICX conducts its business through its wholly owned subsidiary, ASN Zone One Limited, a company registered in Hong Kong (“ASN”). ASN began operations in Hong Kong on September 2, 2022, and was engaged in the storage network business. It was dedicated to developing a platform that would enable businesses to optimize their logistics processes through a single platform. In attempting to develop its platform, ASN encountered market challenges that adversely affected the Hong Kong logistics business as a whole including limited cost-effective land supply for logistics uses, including modern well-located warehouses, government land reclamation and re-zoning efforts, inadequate infrastructure support, high land, labor, energy, and vehicle costs, disruption in US-China trade, and uncertain global trade policies, trade wars and tariffs. In light of these challenges, ASN elected to suspend development of its logistics platform and transitioned to developing a marketing and advertising platform in November 2024.

ASN’s current core offering is an “AI-Enabled Global Network Marketing and Advertising Platform,” which integrates cutting-edge hardware (e.g., naked eye 3D LED displays) with smart software systems to deliver end-to-end services for clients’ global business expansion. ASN began operations in September 02, 2022, and operates in Hong Kong. ASN is actively seeking potential clients such as media outlets in Hong Kong and China to convert some of the outdoor advertising from 2D to 3D.

ASN initially intended to focus on extending its reach to the Middle East by the end of 2026. Since March 2026, we have experienced temporary cessation of Dubai business operations due to an inability to execute the scheduled product shipments to our regional distribution hub in Dubai, resulting from regional supply chain and transit disruptions caused by U.S.-Iraq conflict. As of March 31, 2026, our bank accounts had been suspended, resulting in no cash balances, also certain overdue convertible debts totaling approximately $326,700 (principal and unpaid interest) were in default. We have funded ASN’s operations and capital expenditure primarily through financial support from our stockholders and directors. Our continuation as a going concern is dependent upon improving profitability, securing continued financial support from our stockholders or raising additional capital through external fund-raising, such as, private placements. Management believes the existing stockholders will provide additional cash to meet with our obligations as they become due. However, there is no assurance that we will be successful in securing sufficient funds to sustain the operations.

Management is actively negotiating with holders of convertible debts and note totaling approximately $947,000 to restructure or extend repayment terms. These negotiations include discussions on potential debt-to-equity conversions, revised maturity schedules, and partial settlements to alleviate immediate liquidity pressure. While some binding agreements have been finalized as of the date of this filing, management believes that constructive progress has been made and that creditors are receptive to restructuring proposals.

Management is actively monitoring the situation and if financing and opportunities permit, ASN hopes to redirect its business development efforts to other regions not affected by such conflict such as North Africa, US, Europe, and Asia.

We are at a development stage company.

We reported a net loss of $653,617 and $189,582 for the three months ended June 30, 2026, respectively. We had current assets of $498,679 and current liabilities of $3,399,515 as of June 30, 2026.

Our financial statements for three months ended June 30, 2026 and have been prepared assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders and external fund-raising through private placements. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and public offerings, capital leases and short-term and long-term debts.

Results of Operations.

Three Months Ended June 30, 2026, as compared to Three Months Ended June 30, 2025

The following table sets forth selected financial information from our statements of comprehensive income for the three months ended June 30, 2026, and 2025:

Revenues

The Company currently generates one source of revenue: 

For the three months ended June 30, 2026, we generated no revenues, representing a decreased of $300,869 from $300,869 in the same period of 2025. The temporary cessation of our Dubai business operations since March 2026 was primarily due to our inability to execute the scheduled product shipments to the regional distribution hub in Dubai, resulting from regional supply chain and transit disruptions caused by U.S.-Iraq conflicts. We expect to resume our business expansion in Dubai and Middle East, once U.S.-Iraq conflict is resolved.

For the three months ended June 30, 2026, the Company has no single customer who accounted for 10% of its revenues.  

Cost of revenues

Cost of revenues of $0 for the three months ended June 30, 2026, decreased by $5,601, as compared to $5,601 in the same period of 2025, which was mainly due to no trading business during the period. Cost of revenues of $5,601 for the three months ended June 30, 2025 consisted primarily of the direct wages, telemarketing service charges, depreciation and amortization of right-of-use assets.

For the three months ended June 30, 2026, the Company has no single vendor who accounted for 100% of its total cost of revenue.

Gross Profit

We achieved a gross profit of $0 and $295,268 for the three months ended June 30, 2026, and 2025, respectively. The decrease in gross profit was mainly due to no trading business during the period.

Operating Expenses

General and Administrative Expenses (“G&A”): General and administrative expenses of $522,109 and $273,987 for the three months ended June 30, 2026, and 2025, respectively. These expenses primarily include payroll, office operating costs, as well as business development advisory fees..

Income Tax Expense

There was no income tax expense for the three months ended June 30, 2026, and 2025.

Liquidity and Capital Resources

Working Capital

As of June 30, 2026, and March 31, 2026, we had working capital deficit of $2,900,836 and $2,726,143, respectively.

Going Concern

For the three months ended June 30, 2026, we incurred an operating loss of $653,617 and reported a working capital deficit of $3,083,974 and accumulated deficit of $6,355,869. Since March 2026, the Company has experienced temporary cessation of Dubai business operations due to its inability to execute the scheduled product shipments to its regional distribution hub in Dubai, resulting from regional supply chain and transit disruptions caused by U.S.-Iraq conflict. As of June 30, 2026, the Company’s bank accounts had been suspended, resulting in no cash balances, also certain convertible debts totaling approximately $795,000 (principal and unpaid interest) were in default. The Company has funded its operations and capital expenditure primarily through financial support from its stockholders. The continuation of the Company as a going concern is dependent upon improving profitability, securing continued financial support from its stockholders or raising additional capital through external fund-raising, such as, private placements. Management believes the existing stockholders will provide additional cash to meet with the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

Management is actively negotiating with holders of convertible debts and note totaling approximately $947,000 (principal and unpaid interest) to restructure or extend repayment terms. These negotiations include discussions on potential debt-to-equity conversions, revised maturity schedules, and partial settlements to alleviate immediate liquidity pressure. While some binding agreements have been finalized as of the issue date of these consolidated financial statements, management believes that constructive progress has been made and that creditors are receptive to restructuring proposals.

These raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

Cash Flows

The following summarizes the key component of our cash flows for the three months ended June 30, 2026, and 2025:

Net Cash Used in Operating Activities

For the three months ended June 30, 2026, net cash used in operating activities was $403,951, which primarily consisted of a net loss of $653,617 and a decrease in operating lease liabilities of $61,725, partially offset by an increase in accrued liabilities and other payables of $160,766, and adjusted for non-cash items including write-off of property, plant, and equipment of $79,983, amortization of right-of-use assets of $50,250, amortization of debt discount of $15,050, and interest expenses on lease liabilities of $5,342.

For the three months ended June 30, 2025, net cash used in operating activities was $234,826, which primarily consisted of a net loss of $189,582, an increase in prepayments and other current assets of $325,865, and a decrease in operating lease liabilities of $56,686, partially offset by an increase in accrued liabilities and other payables of $97,489, and adjusted for non-cash items including fair value change of convertible debts and promissory note of $103,137, amortization of debt discount of $70,625, amortization of right-of-use assets of $50,570, interest expenses on lease liabilities of $9,295, and depreciation of plant and equipment of $6,191.

Net Cash Used In Investing Activities

There was no cash flow from investing activities for discontinued operations for the three months ended June 30, 2026.

For the three months ended June 30, 2025, net cash used in investing activities of $4,971, represents purchase of plant and equipment during the period.

Net Cash Provided by Financing Activities

For the three months ended June 30, 2026, net cash provided by financing activities for continuing operations was $398,996 which consisted primarily of subscription proceeds from private placement of $390,000, advance from a shareholder of $135 and advance from a related party of $8,861.

For the three months ended June 30, 2025, net cash provided by financing activities for continuing operations was $180,587 which consisted primarily of subscription proceeds from private placement of $430,000 and offset by repayment of bonds payable and convertible debts of $21,261, repayment to a shareholder of $156,576 and repayment to a related party of $71,576.

All advances are repayable on demand and interest-free.

Material Cash Requirements

As of June 30, 2026, we had an accumulated deficit of $6,355,869. Our material cash requirements are highly dependent upon the additional financial support from our stockholders in the next 12 - 18 months.

We are not party to any off-balance sheet transactions. We have no guarantees or obligations other than those which arise out of normal business operations.

Contractual Obligations and Commercial Commitments

Pursuant to the Stock Purchase Agreement dated July 25, 2024, the Company is required to issue to the Seller (Lo Yiu Kwok) to an aggregate of 63,000 shares of the Company’s common stock, at a par value of $0.00001 upon the achievement of certain milestones by its subsidiary, ASN, during the three-years’ period following July 25, 2024 (“Performance Period”) as set forth below:

We are limited to issue a maximum of 63,000 shares of the Company’s common stock as earnout shares. The earnout shares, if issued, classified as equity in accordance with ASC 480 and ASC 815.

Subsequently, the Company’s subsidiary, ASN, did not meet with the minimum annual revenue of $500,000 as the performance milestone for the first year from July 26, 2024 to July 25, 2025, and the second year from July 26, 2025 to July 25, 2026 under the Performance Period, therefore no earnout shares were issued.

Except as noted above, we had no other contractual obligations and material commercial commitments as of June 30, 2026.

Critical Accounting Estimates

Our Annual Report on Form 10-K for the year ended March 31, 2026, includes a description of certain critical accounting estimates, including those with respect to the allowance for expected credit losses, the useful lives of plant and equipment, impairment of long-lived assets, revenue recognition, allowance for deferred tax assets, uncertain tax position, fair value of convertible debts and promissory note and income tax provision, which we believe are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management's judgments and estimates. During the quarter ended June 30, 2026, there have been no material changes to the critical accounting estimates described in our Annual Report on Form 10-K for the year ended March 31, 2026.

Recently Issued Accounting Pronouncements

The Company has evaluated all recently issued accounting pronouncements and believes such pronouncements do not have a material effect on the Company’s unaudited condensed consolidated financial statements. A list of recently issued accounting pronouncements that are relevant to us is included in the notes to our unaudited condensed consolidated financial statements included elsewhere in this report (see “Note 2 – Summary of Significant Accounting Policies”).

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the direction of our Chief Executive Officer and our Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that were not effective as of June 30, 2026.

However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the period ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation, and to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On July 1, 2025, the Company and Messis Global Limited, a company incorporated under the laws of Hong Kong (the “Service Provider”) entered into a Service Agreement pursuant to which the Service Provider agreed to provide due diligence and business development services for the Southeast Asia and Australia regions for an annual fee of Three Million Hong Kong Dollars (HKD 3,000,000), representing approximately $390,000, payable in shares of the Company’s common stock. On September 29, 2026, the Company issued 5,652,174 shares of the Company’s common stock to a designee of the Service Provider, as payment in full of such Three Hundred Ninety Thousand Dollars, at a per share price of $0.069, which is the ten-day volume weighted per share price calculated from September 1, 2026.

We are parties to a Services Agreement dated September 1, 2025, with the Service Provider pursuant to which the Service Provider agreed to provide to the Company certain business development services in the European region for an annual fee of Six Hundred Thousand Dollars ($600,000), payable in shares of the Company’s common stock. On September 29, 2026, the Company issued 8,695,652 shares of the Company’s common stock to a designee of the Service Provider, as payment in full of the Six Hundred Thousand Dollar fee, at a per share price of $0.069, which is the ten-day volume weighted per share price calculated from September 1, 2026.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

During the period ended June 30, 2026, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.