Mira Qon Corp 披露截至2026年8月31日的年度财务状况

TABLE OF CONTENTS

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Statements that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. Such statements include, but are not limited to, statements concerning market opportunity, our future financial and operating results, investment strategy, sales and marketing strategy, management’s plans, beliefs and objectives for future operations, technology and development, economic and industry trends or trend analysis, expectations about seasonality, operating expenses, capital expenditures, cash flows and liquidity. These statements are based on the beliefs and assumptions of our management based on information currently available to us. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. You should not place undue reliance on these forward-looking statements which speak only as of the date of this Annual Report on Form 10-K. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such events.

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PART I

Item 1. Business.

DESCRIPTION OF BUSINESS

General

Mira Qon Corporation (the “Company” or “Mira Qon”) is an early-stage technology company incorporated in Wyoming on June 16, 2025. The Company develops and operates an online service providing real-time pricing information for construction materials across the United States. Mira Qon is designed to serve contractors, developers, architects, procurement teams, and software developers by delivering accurate, up-to-date material cost data by state and ZIP code.

The Company’s website is operational as an informational resource (accessible at https://miraqon.com). The Mira Qon core application programming interface (“API”), which provides real-time pricing data, was completed on February 3, 2026, and has since been deployed on the Company’s website, where it is currently commercially available to users (accessible at https://miraqon.com/#pricing). Pricing data is updated periodically as new market information becomes available, and the Company regularly refreshes its database to maintain commercially relevant and current pricing insights for users.

The service organizes materials pricing through category-based segmentation and filtering tools. As of the date of this filing, users are able to filter materials across the following categories: Structural; Lumber & Wood Panels; Metal Framing; Insulation; Roofing; Interior Finishes; Fasteners & Adhesives; Plumbing; Electrical; Site & Temporary; Doors; Windows & Exterior.

This categorization framework is designed to support efficient navigation, project cost estimation, and procurement planning across multiple construction disciplines. The service is designed to provide contractors, developers, architects, and procurement teams with accurate, state-specific pricing data for construction materials, enabling more informed budgeting and procurement decisions.

Services and Product Offering

The Mira Qon service is designed to serve as a comprehensive digital solution for obtaining, comparing, and integrating real-time construction material pricing data across the United States. The service aims to bridge a critical information gap between suppliers, contractors, and developers by providing structured, continuously updated market data accessible through both a web interface and an API.

Mira Qon provides its clients with the following core functionalities and data access tools:

The Company’s central service offers users instant access to pricing information for an initial catalog up to 100 construction materials, searchable by ZIP code, state, or material. The service currently includes:

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The Mira Qon API provides data in a simple, standardized format that is designed to be integrated by customers' developers into third-party software such as, such as:

Future versions of the service are planned to include pricing trend analysis and visualization tools, offering:

The Company plans to implement multi-layered data validation procedures, combining automated data collection algorithms with manual review processes to maintain accuracy. These systems are designed to:

Target Market

Mira Qon targets a broad spectrum of participants within the construction and development ecosystem who rely on timely and accurate pricing information for operational decision-making. The Company’s target customer segments include:

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The Company believes this diverse client base represents a substantial market opportunity given the construction industry’s growing reliance on digital tools and data-driven procurement processes. Mira Qon’s service is designed to meet the operational and analytical needs of both small contractors and enterprise-level organizations seeking cost efficiency and transparency in material sourcing.

Business Model

The Company generates revenue from access to its API through:

Future Development Roadmap

In subsequent development phases, the Company plans to broaden its service offerings through:

These enhancements are planned; there is no assurance they will be completed, and they depend on additional funding

Competitive Landscape

The market for construction material pricing data and related software is fragmented, comprising traditional procurement channels, national suppliers, and emerging digital tools. Existing solutions typically provide static pricing, limited geographic coverage, or partial integration with software platforms. Mira Qon differentiates itself by providing a comprehensive, real-time API, state-specific pricing data, and an API that customers' developers can integrate with ERP, CRM and other systems.

Regulatory Considerations

The Company’s operations are subject to federal, state, and local regulations applicable to online data services and construction-related information dissemination. The Company intends to continue to comply with applicable requirements as its business develops.

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Employees

We currently have no employees. Our board of directors consists of Lauro Roldan Cruz Membreno, who also serves as our President, Treasurer, Secretary, Principal Executive, Financial and Accounting Officer.

Item 1A.  Risk Factors.

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

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

The Company does not maintain a dedicated information technology department, cybersecurity personnel, or a formal cybersecurity risk management program. The Company has not adopted formal written cybersecurity policies or implemented specialized cybersecurity monitoring systems.

The Company relies to a limited extent on electronic mail, cloud-based services, financial institutions, website-hosting providers, and other third-party service providers. Management considers cybersecurity risks as appropriate in connection with significant business decisions, the engagement of third-party service providers, and potential cybersecurity matters brought to its attention.

The Company’s Board of Directors oversees cybersecurity risk as part of its general oversight of business, operational, and compliance risks. The Company does not have a chief information security officer or other personnel dedicated to cybersecurity. Management reports material cybersecurity risks or incidents to the Board when identified.

As of the date of this Annual Report on Form 10-K, the Company has not experienced any cybersecurity incident that has materially affected, or is reasonably likely to materially affect, its business strategy, results of operations, or financial condition.

Item 2.  Properties.

Our current principal address is C/ de Carles Cervera, 14, L'Eixample, 46006 Valencia, Valencia, Spain.

We can be reached via phone at + 18634857243.

Item 3.  Legal Proceedings.

From time-to-time, we may be subject to various legal proceedings and claims that arise in the normal course of our business activities. As of the filing of this Annual Report on Form 10-K, we are not a party to any litigation whereby the outcome of such litigation, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our results of operations, prospects, cash flows or financial position.

Item 4.  Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market information

Our common stock is not currently listed on any national securities exchange or quoted on any established over-the-counter or other public trading market.

Holders

As of August 31, 2026, according to the records of our transfer agent VStock Transfer, LLC, there were 33 holders of record of our common stock.

Dividends

We have never declared nor paid any cash dividend on our common stock. We do not currently plan to pay any dividends in the immediate future. The payment of future dividends on the common stock and the rate of such dividends, if any and when not restricted, will be determined by our board of directors in light of our results of operations, financial condition, capital requirements, and any other relevant factors.

Recent Sales of Unregistered Securities

During the fiscal year ended August 31, 2026, the Company did not sell any securities that were not registered under the Securities Act.

Use of Proceeds from Registered Securities

The Company's registration statement on Form S-1 (File No. 333-292161) was declared effective by the U.S. Securities and Exchange Commission on March 9, 2026. The Company registered 4,500,000 shares of common stock at a fixed price of $0.0225 per share for a maximum aggregate offering price of $101,250. The offering commenced on March 24, 2026 and closed on July 27, 2026. In the offering, the Company sold 2,312,000 shares of common stock at $0.0225 per share, for gross proceeds of $52,020.

In March 2026 the Company issued 88,000 shares of common stock for cash proceeds of $1,980 at $0.0225 per share.

In April 2026 the Company issued 480,000 shares of common stock for cash proceeds of $10,800 at $0.0225 per share.

In May 2026 the Company issued 484,000 shares of common stock for cash proceeds of $10,890 at $0.0225 per share.

In June 2026 the Company issued 944,000 shares of common stock for cash proceeds of $21,240 at $0.0225 per share.

In July 2026 the Company issued 316,000 shares of common stock for cash proceeds of $7,110 at $0.0225 per share.

There were 5,312,000 and 3,000,000 shares of common stock issued and outstanding as of August 31, 2026 and August 31, 2025, respectively.

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Issuer Repurchases of Equity Securities

None.

Item 6. [Reserved]

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. The following discussion and analysis contain forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Statements that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. Such statements include, but are not limited to, statements concerning market opportunity, our future financial and operating results, investment strategy, sales and marketing strategy, management’s plans, beliefs and objectives for future operations, technology and development, economic and industry trends or trend analysis, expectations about seasonality, use of non-GAAP financial measures, operating expenses, capital expenditures, cash flows and liquidity. These statements are based on the beliefs and assumptions of our management based on information currently available to us. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such events.

RESULTS OF OPERATIONS

Results of Operations for the year ended August 31, 2026, as compared to the period from June 16, 2025 (inception) through August 31, 2025:

Revenues

For the year ended August 31, 2026, the Company generated revenue of $49,731 compared to $0 for the period from June 16, 2025 (inception) through August 31, 2025.

Operating Expenses

Total operating expenses for the year ended August 31, 2026, were $86,162 compared to $214 for the period from June 16, 2025 (inception) through August 31, 2025. The operating expenses for the year ended August 31, 2026 and the period from June 16, 2025 (inception) through August 31, 2025, included Amortization Expense of $15,433 and $0; and General and Administrative expenses of $70,729 and $214, respectively. Total operating expenses increased by $85,948, representing a 40,163% increase from the period from June 16, 2025 (inception) through August 31, 2025 to the year ended August 31, 2026. The increase in operating expenses from $214 to $86,162 was mainly because the company was newly incorporated in June 2025, so the prior-period amount reflected only minimal formation fees.

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Net Losses

Our net loss for the year ended August 31, 2026 and the period from June 16, 2025 (inception) through August 31, 2025, was $36,431 and $214 respectively. The increase in net loss was primarily attributable to the fact that the Company was incorporated in June 2025 and, accordingly, had minimal expenses in the prior-year period. As a result, the change represents an increase in net loss of $36,217, or approximately 16,924% year-over-year.

LIQUIDITY AND CAPITAL RESOURCES

As of August 31, 2026, our total assets were $117,132 comprised of prepaid expenses of $49,960 and intangible assets of $67,172. Our total liabilities were $92,757 comprised of related party loans of $88,388 and deferred revenue of $4,369.

As of August 31, 2025, our total assets were $33,155 comprised of cash of $830 and prepaid expenses of $32,325. Our total liabilities were $24,369 comprised of accounts payable of $8,980 and related party loans of $15,389.

Shareholders’ equity has increased from $8,786 as of August 31, 2025, to $24,375 as of August 31, 2026.

Net cash flows used in operating activities for the year ended August 31, 2026, consisted of a net loss of $36,431, amortization of $15,433, increase in prepaid expenses of $17,635, decrease in accounts payable of $8,980 and increase in deferred revenue of $4,369. For the period from June 16, 2025 (inception) through August 31, 2025, consisted of a net loss of $214, increase in prepaid expenses of $32,325 and increase in accounts payable of $8,980.

During the year ended August 31, 2026 and the period from June 16, 2025 (inception) through August 31, 2025, the Company used $82,605 and $0 of cash in investing activities, respectively. The cash outflows during the year ended August 31, 2026, were primarily attributable to capitalized website and software development costs.

During the year ended August 31, 2026 and the period from June 16, 2025 (inception) through August 31, 2025, the Company generated $125,019 and $24,389 of cash in financing activities. Cash flows provided by financing activities for the year ended August 31, 2026, consisting of amounts due to related parties of $72,999 and proceeds from issuance of common stock of $52,020. Cash flows provided by financing activities for the period from June 16, 2025 (inception) through August 31, 2025, consisting of amounts due to related parties of $15,389 and proceeds from issuance of common stock of $9,000.

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. The Company completed its offering on July 27, 2026 and raised gross proceeds of $52,020. Our only current sources of liquidity are revenue from operations and advances from our director, who has no obligation to continue funding us. We will need

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additional financing to operate over the next twelve months. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

CRITICAL ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

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Item 8. Financial Statements and Supplementary Data.   

TABLE OF CONTENTS

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Mira Qon Corporation

Opinion on the Financial Statements

We have audited the accompanying financial statements of Mira Qon Corporation (the “Company”), which comprise the balance sheets as of August 31, 2026 and August 31, 2025, and the related statements of operations, changes in stockholders’ equity, and cash flows for the year ended August 31, 2026 and for the period from June 16, 2025 (inception) through August 31, 2025, and the related notes to the financial statements. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 31, 2026 and August 31, 2025, and the results of its operations and its cash flows for the year ended August 31, 2026 and for the period from June 16, 2025 (inception) through August 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred operating losses, experienced negative operating cash flows, and had no cash on hand as of August 31, 2026. Although the Company has commenced generating revenue, its ability to continue as a going concern remains dependent on its ability to increase revenue, manage operating expenditures, and obtain sufficient additional financing to meet its obligations as they become due. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. Management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

Aloba, Awomolo & Partners – PCAOB ID #7275

We have served as the Company’s auditor since 2025.

Ibadan, Nigeria

October 30, 2026

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MIRA QON CORPORATION

BALANCE SHEETS

As of August 31, 2026 and 2025

The accompanying notes are an integral part of these financial statements.

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MIRA QON CORPORATION

STATEMENTS OF OPERATIONS

For the year ended August 31, 2026, and the period from June 16, 2025 (inception)

through August 31, 2025

The accompanying notes are an integral part of these financial statements.

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MIRA QON CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the year ended August 31, 2026, and the period from June 16, 2025 (inception)

through August 31, 2025

The accompanying notes are an integral part of these financial statements.

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MIRA QON CORPORATION

STATEMENTS OF CASH FLOWS

For the year ended August 31, 2026, and the period from June 16, 2025 (inception)

through August 31, 2025

The accompanying notes are an integral part of these financial statements.

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MIRA QON CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

For the year ended August 31, 2026, and the period from June 16, 2025 (inception)

through August 31, 2025

Note 1 – Business Organization and Nature of Operations

Mira Qon Corporation (“Company”) was incorporated on June 16, 2025, under the laws of Wyoming. The Company develops and operates an online service providing real-time pricing information for construction materials across the United States. Mira Qon is designed to serve contractors, developers, architects, procurement teams, and software developers by delivering accurate, up-to-date material cost data by state and ZIP code.

The Company’s website is operational as an informational resource (accessible at https://miraqon.com). The Mira Qon core application programming interface (“API”), which provides real-time pricing data, was completed on February 3, 2026, and has been deployed on the website, where it is commercially available to users (accessible at https://prices.miraqon.com).

Note 2 – Summary of Significant Accounting Policies

(a) Basis of Presentation

The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”).

(b) Fiscal Year-End

The Company elected August 31 as its fiscal year ending date.

(c) Use of Estimates

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses during the reported period. These assumptions and estimates could have a material effect on the financial statements. Actual results may differ materially from those estimates. The Company’s management periodically reviews estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause the Company to revise these estimates. Actual results may differ from these estimates.

(d) Cash and Cash Equivalents

Cash and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or less when purchased.

As of August 31, 2026, the Company had no cash and cash equivalents.

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(e) Prepaid Expenses

As of August 31, 2026 and August 31, 2025, the Company had $49,960 and $32,325 in prepaid expenses, respectively. The Company’s prepaid expenses as of August 31, 2026, consisted primarily of payments for website blog development services, website technical support expenses, marketing services and server lease. The Company’s prepaid expenses as of August 31, 2025, consisted primarily of payments made to a developer for website development services which were rendered in September 2025.

(f) Intangible Assets

The Company applies the guidance of Accounting Standards Codification (“ASC”) 350, “Intangibles—Goodwill and Other”. Definite-lived intangible assets include developed technologies, website development costs, non-compete agreements, customer-related intangible assets, patents, trademarks, and trade names. These assets are amortized over their estimated useful lives, generally using the straight-line method. Indefinite-lived intangible assets primarily consist of domain names owned by the Company.

Amortization begins in the month following the date an asset is placed in service. Costs incurred to renew or extend the useful life of an intangible asset are expensed as incurred.

(g) Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

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The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

(h) Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.

The Company has entered into no contractual commitments as of August 31, 2026 and was not subject to any legal proceedings during the period from June 16, 2025 (inception) to August 31, 2026.

(i) Revenue Recognition

The Company recognizes revenue in accordance with ASC topic 606, “Revenue from Contracts with Customers”. In accordance with ASC 606 revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these goods or services. The Company recognizes revenues following the five-step model prescribed under Accounting Standards Update (“ASU”) No. 2014-09: (i) identifies contract(s) with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenues when (or as) it satisfies the performance obligation.

The Company generates revenue primarily from (i) providing customers access to its API platform and (ii) the sale of API licenses:

For the year ended August 31, 2026, the Company recognized total revenue of $49,731, consisting of $9,731 from API platform access and related services and $40,000 from the sale of API licenses.

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(j) Income Taxes

The Company accounts for income taxes under ASC 740. ASC 740 considers the differences between financial statement treatment and tax treatment of certain transactions. 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 bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rate is recognized as income or expense in the period that includes the enactment date of that rate.

As of August 31, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

(k) Net Earnings (Loss) Per Common Share

The Company computes earnings (loss) per share under ASC subtopic 260-10, “Earnings Per Share”. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable.

As of August 31, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented.

(l) Operating Segment

The Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”). The CODM reviews financial information on a consolidated basis for purposes of evaluating financial performance, allocating resources, and making operating decisions.

The Company has determined that it operates as a single operating and reportable segment. As the Company operates as a single operating segment, all significant operating decisions and resource allocations are based upon analysis of the Company as one operating unit.

The CODM assesses performance and allocates resources based on net loss, cash flows, operating expenditures, liquidity needs, and strategic objectives. The CODM regularly reviews operating expenses, professional fees, software costs, and general and administrative expenses. The measure of segment profit or loss reviewed by the CODM is net loss, which is reported in the accompanying statements of operations.

(m) Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

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(n) Recent Accounting Standards

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”) to enhance the transparency and decision-usefulness of income tax disclosures, particularly in the rate reconciliation table and disclosures about income taxes paid. This ASU applies to all entities subject to income taxes. This ASU will be effective for public companies for annual periods beginning after December 15, 2024. The adoption of ASU 2023-09 did not have a significant impact on the Company’s consolidated financial statements

In November 2024, the FASB issued ASU 2024-03, “Income Statement: Reporting Comprehensive Income— Expense Disaggregation Disclosures,” which requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement, as well as disclosures about selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

We have reviewed the issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term.

Note 3 – Going Concern

The Company has elected to adopt early application of Accounting Standards Update No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40)”: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the financial statements, the Company had an accumulated deficit as of August 31, 2026, limited revenue, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company has a short operating history, has generated limited revenue, and depends on advances from its director and additional financing to fund operations; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds through additional public or private offerings, loans from our director, and other financing. The Company completed its registered offering on July 27, 2026. While the Company believes in the viability of its strategy to

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commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

Note 4 – Intangible Assets

The Company's intangible assets include website and software development costs.

On September 30, 2025, the Company capitalized $23,655 in website development costs. These costs are being amortized on a straight-line basis over their estimated useful life of three years. For the year ended August 31, 2026, the Company recognized amortization expense of $7,228.

On February 3, 2026, and August 16, 2026, the Company capitalized $41,550 and $17,400 in software development costs, respectively. These costs are being amortized on a straight-line basis over their estimated useful life of three years. For the year ended August 31, 2026, the Company recognized amortization expense of $8,205.

As of August 31, 2026, the Company’s intangible assets were detailed as follows:

As of August 31, 2026, expected amortization expense for intangible assets was as follows:

Note 5 – Related Parties Transactions

The table below sets forth the related parties and their relationships with the Company as of August 31, 2026:

(a) Founder Shares

On August 7, 2025, the Company issued 3,000,000 common shares at $0.003 per share to its sole director and President, Lauro Roldan Cruz Membreno. The Company received net proceeds of $9,000 in payment of the shares.

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(b) Related Party Loans

The amounts due to related parties are as follows:

Amounts due to the Company’s President represent advances made to the Company for operational purposes. As of August 31, 2026, Lauro Roldan Cruz Membreno has loaned to the Company $88,388, of which $72,999 was advanced to the Company during the year ended August 31, 2026. As of August 31, 2025, Lauro Roldan Cruz Membreno has loaned to the Company $15,389, of which $15,389 was advanced to the Company for the period from June 16, 2025 (inception) through August 31, 2025.

Note 6 – Shareholders’ Equity

(a) Authorized Shares

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

(b) Common Shares

On August 7, 2025, the Company issued 3,000,000 shares of common stock to its sole director and President, Lauro Roldan Cruz Membreno, for cash proceeds of $9,000 at $0.003 per share.

In March 2026 the Company issued 88,000 shares of common stock for cash proceeds of $1,980 at $0.0225 per share.

In April 2026 the Company issued 480,000 shares of common stock for cash proceeds of $10,800 at $0.0225 per share.

In May 2026 the Company issued 484,000 shares of common stock for cash proceeds of $10,890 at $0.0225 per share.

In June 2026 the Company issued 944,000 shares of common stock for cash proceeds of $21,240 at $0.0225 per share.

In July 2026 the Company issued 316,000 shares of common stock for cash proceeds of $7,110 at $0.0225 per share.

There were 5,312,000 and 3,000,000 shares of common stock issued and outstanding as of August 31, 2026 and August 31, 2025, respectively. The shares issued from March to July 2026 were sold pursuant to the Company's registration statement on Form S-1, declared effective on March 9, 2026. The offering closed on July 27, 2026.

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Note 7 – Segment Information

The Company operates as a single operating segment. The chief operating decision maker is the Company’s Chief Executive Officer, who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis, accompanied by disaggregated revenue information. Accordingly, the Company has determined that it has a single reportable segment and operating segment.

Note 8 – Income Taxes

Mira Qon Corporation is a Wyoming company subject to 21% corporate federal income tax rate. There is no state income tax rate because no state income tax is levied in Wyoming.

For the year ended August 31, 2026, and the period from June 16, 2025 (inception) to August 31, 2025, the provision for income taxes consisted of the following:

The reconciliation between the Company’s effective tax rate on income from operations and the statutory tax rate is as follows:

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Deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred taxes are comprised of the following:

As of August 31, 2026, the Company had approximately $36,645 of federal net operating loss carryforwards available to offset future taxable income, subject to applicable limitations.

The components of loss before income taxes, determined by tax jurisdiction, are as follows:

Note 9 – Subsequent Events

The Company evaluated subsequent events and transactions that occurred after August 31, 2026, the balance sheet date, up to October 30, 2026, the date the financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustments or disclosure in the financial statements.

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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures”, as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. Based on their evaluation at the end of the period covered by this Annual Report on Form 10-K, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in our internal control over financial reporting described below.

Management’s Report on Internal Control over Financial Reporting

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of us are being made only in accordance with authorizations of management and directors of our Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

The effectiveness of any system of internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures. Because of these inherent limitations, internal control over financial reporting cannot provide absolute assurance regarding the reliability of financial reporting and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of August 31, 2026 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework. Based on this assessment, our management concluded that our internal control over financial reporting was not effective as of August 31, 2026.

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A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that a material weakness exist for the following reasons:

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of August 31, 2026, based on criteria established in Internal Control- Integrated Framework issued by COSO. Management is evaluating potential remediation measures to address the material weaknesses described above.

Note: This 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting because, as a non-accelerated filer, we are not required to provide such an attestation report.

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Changes in Internal Controls over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the year ended August 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Director, Executive Officer, Promoter and Control Person

The name, age and titles of our executive officer and Director are as follows:

Cruz Membreno Lauro Roldan, 40

Cruz Membreno Lauro Roldan has served as our Director since the inception of Mira Qon Corporation on June 16, 2025.

Education
Cruz Membreno Lauro Roldan graduated from Colegio Tecnico Honduras, Tegucigalpa, in 2004. He also holds a Bachelor’s degree in Civil Engineering from Universidad Tecnologica Centroamericana (UNITEC), completed in 2011.

Professional Experience

Prior to joining Mira Qon Corporation, he gained extensive hands-on experience in the construction industry. From 2016 to 2020, Cruz Membreno Lauro Roldan was employed at WP Construcciones Mediterráneo as a site workforce technician. From 2020 to 2023, Cruz Membreno Lauro Roldan has been employed at Revestimientos y Protecciones JYE, Convalturia as a specialist in coatings and surface protection. From 2023 to 2024, he served as Senior Engineer, Infrastructure Systems at Fluor Corporation, where he contributed to multidisciplinary engineering oversight, construction systems integration, and field-level project validation. Previously, he worked at Inversiones Modernas S.A. (2014–2016) as a construction operations aide.

Role at Mira Qon Corporation

As Director and Executive Officer, he oversees the strategic and operational management of the Company, including planning, development of the service, and coordination of ongoing operations. Initially, our sole Director intends to devote 40 hours a week to planning and organizing the activities of Mira Qon Corporation. As the Company expands and attracts customers, Cruz Membreno Lauro Roldan agreed to commit forty hours per week to the business. He is not engaged in any full-time employment or significant business commitments apart from his responsibilities at Mira Qon Corporation.

Our Director is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Wyoming Revised Statues. Our officer is appointed by our Director and hold office until removed by the Board or until their resignation.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, significant employees, promoters, or control persons have been involved in any legal proceeding in the past 10 years that would require disclosure under Item 401(f) of Regulation S-K promulgated under the Securities Act.

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Family Relationships

There are no family relationships among any of our officers or directors.

Significant Employees

The Company has no significant employees. All management and administrative functions are performed by our sole director, who does not have a written employment agreement with the Company.

Insider Trading Policy

We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities by directors, officers. Such policies are reasonably designed to promote compliance with insider trading laws, rules and regulations. Our insider trading policy is filed as an exhibit to this Report on Form 10-K.

Code of Business Conduct and Ethics

The Company has adopted a code of business conduct and ethics, approved by the Board of Directors, that applies to all of its officers and directors, including those officers responsible for financial reporting. The Company’s Code of Business Conduct and Ethics is filed as Exhibit 14.1 to this Report on Form 10-K.

Item 11. Executive Compensation.

Summary Compensation Table

The following table shows all of the compensation awarded to or earned by or paid to our named executive officers for fiscal year ended August 31, 2026 and the period from June 16, 2025 (inception) through August 31, 2025.

Employment Agreements

As of August 31, 2026, there were no formal employment agreements between the Company and its executive officers.

Outstanding Equity Awards

There were no outstanding equity incentive plan awards held by any named executive officer as of August 31, 2026.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Based solely upon information made available to us, the following table sets forth information as of the date of this Report regarding the beneficial ownership of our voting securities by:

● each person known by us to be the beneficial owner of more than 5% of any class of our outstanding voting securities;

● each of our named executive officers and directors; and

● all our executive officers and directors as a group.

The percentage ownership information shown in the table is based upon 5,312,000 shares of common stock issued and outstanding as of October 30, 2026.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Except as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares of our capital shown as beneficially owned, subject to applicable community property laws.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

On August 7, 2025, the Company issued 3,000,000 common shares at $0.003 per share to its sole director and President, Lauro Roldan Cruz Membreno. The Company received net proceeds of $9,000 in payment of the shares.

Amounts due to the Company’s President represent advances made to the Company for operational purposes. As of August 31, 2026, Lauro Roldan Cruz Membreno has loaned to the Company $88,388, of which $72,999 was advanced to the Company during the year ended August 31, 2026. As of August 31, 2025, Lauro Roldan Cruz Membreno has loaned to the Company $15,389, of which $15,389 was advanced to the Company for the period from June 16, 2025 (inception) through August 31, 2025.

Item 14. Principal Accountant Fees and Services.

For the fiscal year ended August 31, 2026, and the period from June 16, 2025 (inception) through August 31, 2025, the Company’s independent public accounting firm was Aloba, Awomolo & Partners.

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The aggregate fees billed by our independent registered public accounting firms for the fiscal year ended August 31, 2026, and the period from June 16, 2025 (inception) through August 31, 2025, for the categories of services indicated are as follows:

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

The following exhibits are included as part of this report by reference:

Item 16. Form 10–K Summary.

Not applicable.

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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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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