MADE IN USA INC. 发布 2026 年第三季度财报

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 August 31, 2026

or

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission File Number: 000-56669

MADE IN USA INC.

(Exact name of registrant as specified in its charter)

(561) 789-1139

(Registrant’s telephone number, including area code)

1712 Pioneer Ave, Suite 500, Cheyenne, WY, 82001, USA

(Address, including Zip Code, of principal executive offices)

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 7(a)(2)(B) of the Securities Act. ☐

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 22,962,640 shares of Common Stock were issued and outstanding as of August 31, 2026.

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD—LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical, or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate”, “approximate” or “continue”, or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Introduction to the business of the company post change in control

Made in USA Inc., a Nevada corporation (the “Company”), was formerly named Alixo-Yolloo Corporation and was engaged in developing and marketing software. On August 28, 2025 control of the Company changed by a purchase by a group of a majority of the Company’s outstanding Common Stock and a change in the Company’s executive officers and in the members of the Company’s Board of Directors.

The Company is building a technology-based system leveraging blockchain, artificial intelligence (“AI”), and internet of things (“IoT”) technologies, to provide certification, transparency, and validation solutions for American-made products. The Company is also developing a business of reshoring industrial capacity to the United States, rebuilding U.S. manufacturing, and ensuring supply chain authenticity.

The Company maintains a technology platform for tracking, authenticity, and validation. The technology is built on the foundation of both enterprise resource planning and blockchain technology and offers an industry-leading approach for providing products with a digital identity. The technology has been developed and tested over multiple years and is an operational commercial solution.

PART I – FINANCIAL INFORMATION

The accompanying financial statements present information for the Company before and after the change in control. See “Introduction to the Business of the Company Post Change in Control” supra.

The change in control occurred on August 28, 2025. The financial information contained herein reflects the fact that the Company’s business prior to August 28, 2025 was development and sale of music software and after August 28, 2025 was development of a technology platform for certification.

The accompanying financial information has been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

MADE IN USA INC.

CONDENSED BALANCE SHEETS

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

MADE IN USA INC.

CONDENSED STATEMENTS OF OPERATIONS

Three and six months ended August 31, 2026, and 2025

(Unaudited)

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

MADE IN USA INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Three and six months ended August 31, 2026, and 2025

(Unaudited)

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

MADE IN USA INC.

CONDENSED STATEMENTS OF CASH FLOWS

Six months ended August 31, 2026, and 2025

(Unaudited)

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

MADE IN USA INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

AUGUST 31, 2026

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization

The Company’s current business, structure, and management arose from a change in control effective August 28, 2028. See “Introduction to the Business of the Company Post Change in Control” supra.

Acquisition of Assets of Made in USA One LLC

On June 26, 2026, the Company acquired intellectual property and other assets from Made in USA One LLC, a Wyoming limited liability company (the “Seller”). The Company and the Seller are affiliates by virtue of being under common control. The Company issued the Seller 5,000,000 shares of its common stock as the sole consideration, and no cash was paid. The shares are restricted securities under the Securities Act of 1933, as amended, and are subject to the resale limitations of Rule 144. The acquisition was reported in the Company’s Current Report on Form 8-K dated June 26, 2026.

The acquired assets constitute the core operating infrastructure for a Made in USA verification, certification and supply-chain transparency platform. They include 65 domain names and digital properties; brand assets and common law rights associated with Made in USA names; AI-enabled verification tools; public and private blockchain infrastructure built on the XRP Ledger and Hyperledger frameworks; Trusted Platform Module (“TPM”) security capabilities; enterprise resource planning systems with internet of things (“IoT”) integration and modular DataWallet™ technology; Nutrient Credit documentation capabilities; and related digital and operational infrastructure. The Seller’s Made in USA and Product of USA certification programs, its US DATA Certification program, its progressive web application (“PWA”) and its affiliate network came to the Company in the acquisition.

Description of Business

The Company is a technology company that verifies and certifies the origin of products, food and data. The verification/certification platform which the Company calls VRP, combines three technologies. Artificial intelligence (“AI”) is used for document review, claim analysis, product recognition and risk scoring. Blockchain is used in two forms: Hyperledger Fabric for private, permissioned attestation of data, and the XRP Ledger for public-facing data. IoT devices, including field sensors and livestock tags, capture evidence at the source.

The Seller was established in 2004 and has certified Made in USA and Product of USA goods for more than 20 years. Its certification programs rely on an independent audit of each applicant’s evidence rather than on self-certification by the applicant. The Company is veteran-owned and is registered in the federal System for Award Management (CAGE code 8JSY1). Its common stock is quoted on the OTCID Basic Market under the symbol “USDW.”

How Verification Works

VRP is designed to turn an origin or data claim into evidence that any person can check. Records are captured at the source by sensors, livestock tags, the camera of the PWA, laboratory reports and supplier documents, and each record is assigned a unique identifier, a time, a location and a cryptographic fingerprint that changes if the record is altered. Each computer in the Company’s network carries a TPM security chip that is checked at regular intervals to confirm that the computer is running only approved software. Fingerprints of the records are anchored to a permissioned Hyperledger Fabric ledger, while the underlying private data remains private. Public facts, such as the status of a certificate, are published to the XRP Ledger. AI models compare claims against evidence and flag missing or conflicting documentation, and human auditors make the final certification decision. Each certificate carries a QR code that any person may scan to see the certificate’s status and evidence path.

Products and Services

The Company offers, or is developing, the following products and services, which are generally priced as an initial audit or assessment fee plus a recurring monthly fee. The following products/services are at varying stages of development.

Product of USA farm certification follows the U.S. Department of Agriculture (“USDA”) labeling rule that took effect January 1, 2026, under which meat, poultry and egg products labeled “Product of USA” must come from animals born, raised, slaughtered and processed in the United States. VRP is designed to create the records needed to substantiate the claim. Published prices range from $240 per month for the smallest farms to a $100,000 program fee plus $5,000 per month for the largest.

Made in USA certification serves manufacturers, which map each product, its bill of materials, supplier origins and labels against the FTC’s “all or virtually all” standard. Published audit prices range from $1,500 to $100,000, plus monthly fees.

US DATA Certified documents where connected devices, vehicles, drones, network equipment and components send the data they generate, with continuous monitoring. Published entry pricing is approximately $135,000.

Regenerative farm verification maintains the assessment, practice and soil-test records required under USDA’s Regenerative Pilot Program. Soil samples are collected by a network of independent local testers dispatched through the PWA, with each transfer of a sample scanned and time-stamped.

Defense Supplier Readiness organizes a supplier’s identity, product, origin and compliance evidence for government buyers and prime contractors. Under its reshoring program, the Company intends to acquire production lines overseas and relocate them to the United States. No such acquisition has been completed.

A mobile PWA service is also in development. When operating the mobile PWA would allow a consumer to scan a product code to check the product’s origin, certification and ingredients, to receive alerts about ingredients and product recalls, and to track changes in package size and price.

The products and services described above are in the development stage. There can be no assurance that these products and services will be developed to the point of being operational.

Regulatory and Market Factors

Management believes that demand for the Company’s services is driven by federal origin-labeling rules, including USDA’s Product of USA rule, the FTC’s Made in USA Labeling Rule and the Food and Drug Administration’s food traceability rule; by federal domestic-content requirements, including the Buy American Act and the Berry Amendment; by USDA’s Regenerative Pilot Program, each contract under which requires soil testing and practice records; and by consumer concern about product origin, recalls, ingredients and the collection of data by connected devices. The Company uses the terms USA, US and United States, rather than “America,” because management believes those terms describe a single country of origin that can be proven.

Stage of Operations

The Company is at an early stage in its new business. The markets in which the Company operates include established certification firms, industrial IoT providers and supply-chain software vendors, many of which have substantially greater resources than the Company. The Company does not grant government approvals or guarantee regulatory compliance.

NOTE 2 – GOING CONCERN

The financial statements have been prepared on a going-concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

The Company has generated limited revenues since inception and has shifted its business model and currently has not generated revenues in the six months ending August 31, 2026 while it incurred a loss of ($4,724) and ($22,861) for the six months ended August 31, 2026, and 2025, respectively. The Company has incurred losses since inception resulting in an accumulated deficit of ($67,834) as of August 31, 2026, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors and/or private placement of common stock.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s fiscal year end is February 28.

The results for the six months ending August 31, 2026, are not necessarily indicative of the expected results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended February 28, 2026, filed with the Securities and Exchange Commission.

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets.

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3:  defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash and the Company’s loan from shareholder approximates fair value due to their short-term maturity.

Software

The Company follows the provisions of ASC 985, “Software”, which requires that all costs incurred be expensed until technological feasibility have been established.

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate carrying out large amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Property and Equipment

Property and equipment are stated at cost and depreciated on the straight-line method over the estimated life of the asset, which is 3 years. Intangible Assets is made up of software costs stated at cost and amortized on the straight-line method over the estimated life of the asset, which is 15 years.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customer”. 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:

Step 1: Identify the contract with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

The Company had generated revenue by selling API packages.

The Company recognized revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product. There are no additional performance obligations. The transaction price is fixed in the invoice. Payment is generally made prior to the services being provided. If deposits are received prior to services being rendered, the Company recognizes deferred revenue until the services are completed.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Basic Income (Loss) Per Share

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect on all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period presented.

Recently Adopted Accounting Pronouncements

The Company adopted the provisions of ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” during the year ended February 28, 2025. This ASU requires additional disclosures regarding reportable segments and significant segment expenses but does not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The adoption of this new guidance did not have a significant impact on the Company’s results of operations, cash flows, or financial condition.

The Company has one reportable segment at this time.

Recent Issued Accounting Pronouncements

The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements and does not believe any of these pronouncements will have a material impact on the Company other than those relating to Development Stage Entities discussed above.

NOTE 4 – COMMON STOCK

The Company has 75,000,000 common shares authorized with a par value of $0.001 per share.

On June 27, 2025, Rassul Sadukbayev, former director of Alixo-Yolloo Corporation, who was the owner of 5,000,000 restricted shares representing 74.68% of the Company’s outstanding share capital, voluntarily decided to cancel 3,000,000 of his restricted shares. The cancellation was made without any compensation or consideration, and in the best interest of the Company. This action resulted in a material change to the Company’s capital structure and a reduction in total outstanding shares, impacting the Company’s reported shareholder equity and ownership distribution. The cancellation is effective as of June 27, 2025.

As a result of this cancellation:

On June 26, 2026, the Company acquired intellectual property and other assets (see NOTE 6 Intangible Assets) from Made in USA One LLC, a Wyoming limited liability company (the “Seller”). See NOTE 1 Acquisition of Assets of Made in USA One LLC . In that sale the Company issued the Seller 5,000,000 shares at a value of $5.00 a share for a total value of $25,000,000 of its common stock as the sole consideration for the acquired assets.

As of August 31, 2026, and February 28, 2026, the Company had 22,962,640 and 17,962,640 shares issued and outstanding, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances were considered temporary in nature and were not formalized by a promissory note.  

From inception to August 31, 2026, the Company’s former director advanced the Company $117,393 to cover the Company’s operating expenses with the full amount of $117,393 that was repaid on or prior to the change of control date of August 28, 2025 and a subsequent small related party loan of $622 was made in the period November 30, 2025. The loan is non-interest bearing, due upon demand and unsecured.

NOTE 6 – INTANGIBLE ASSETS

The Company follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established. The Company amortizes these costs using the straight-line method over the remaining estimated economic life of the product.

During the year ended February 28, 2023, the Company acquired application code for $17,820 and song database for $17,000. In February 2024, the Company sold its database for $15,000. In August 2024, the Company acquired sound fingerprints database for $16,000. In February 2025, the Company acquired song database for $14,000. In May 2025, the Company acquired AI Mood Matching API Module for $24,000.

During the year ended February 29, 2024, the Company capitalized website development costs for $7,000. During the year ending February 28, 2025, the Company capitalized website development costs for $25,400.

Amortization expense of capitalized software and website development costs was $3,474 and $3,074 for the six months ended August 31, 2026, and 2025, respectively.

On June 26, 2026 the Company acquired intellectual property and other assets from Made in USA One LLC, a Wyoming limited liability company (“Seller”). The assets acquired are described below under “Description of Acquired Assets.” The Company and the Seller are affiliates by virtue of being under common control.

In the transaction the Company issued the Seller 5,000,000 shares at a value of $5.00 a share for a total value of $25,000,000 of its common stock as the sole consideration for the acquired assets. No cash consideration was paid. The shares are restricted securities under the Securities Act of 1933, as amended, and are subject to the resale limitations of Rule 144.

Description of Acquired Assets

The acquired assets constitute the core operating infrastructure for a technology-enabled Made in USA verification, certification, and supply-chain transparency platform, and include:

The Company did not place the assets in service during the fiscal quarter ended August 31, 2026 and is engaging a firm to properly allocate and classify these assets as soon as possible.

The Company had the following intangible assets as of August 31, 2026, and February 28, 2026:

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Contractual Commitments

The Company has entered into no contractual commitments as of August 31, 2026.

Litigation

The Company was not subject to any legal proceedings during the period from January 17, 2019 (Inception) to August 31, 2026, and no legal proceedings are currently pending or threatened to the best of our knowledge.

NOTE 8 – INCOME TAX PROVISION

As of August 31, 2026, the Company had net operating loss (“NOL”) carryforwards for Federal income tax purposes of $66,097 that may be offset against future taxable income. No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying financial statements as the management of the Company believes that the realization of the Company’s net-deferred tax assets of approximately $13,880 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full valuation allowance.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. A full valuation allowance has been recorded against these deferred tax assets because management believes it is not more likely than not that the deferred tax assets will be realized.

Components of deferred tax assets are as follows:

The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the six months ended August 31, 2026 and the year ended February 28, 2026 as follows:

NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from February 26, 2026, to the date the financial statements were issued and has determined that there are no items to disclose other than the ongoing engaging a firm to properly allocate and classify the aforementioned June 26, 2026 acquisition of intangible/other/software/technology assets.

This Management’s Discussion and Analysis of Financial Condition and results operations is based on the Company’s results prior to the change in control. See “Introduction to the Business of the Company Post Change in Control” supra.

Results of Operations

The Management’s Discussion and Analysis set forth below presents information for the Company before and after the change in control. See “Introduction to the Business of the Company Post Change in Control” supra.

The change in control occurred on August 28, 2025. The financial information contained herein reflects the fact that the Company’s business prior to August 28, 2025 was development and sale of music software and after August 28, 2025 has become a development of a technology platform for certification.

Results of Operations for the six months ended August 31, 2026, compared to August 31, 2025:

Revenues

For the six months ended August 31, 2026, and 2025, the Company generated no revenue in the current period and sold the Application Programming Interface (API) packages provided on its website for $35,936 in the prior year

Operating expenses

Total expenses for the six months ended August 31, 2026, was $4,724 and for the six months ended August 31, 2025, it totaled $58,797 consisting of general and administrative expenses.

Net Losses

The company recorded a net income (loss) of ($4,724) for the six months ending August 31, 2026, and ($22,861) for the six months ending August 31, 2025.

Liquidity and Capital Resources

As of August 31, 2026, there was no cash reserves no reserves as of February 28, 2026 and our total liabilities were $622 and $622 as of February 28, 2026. The available capital reserves of the Company are not sufficient for the Company to remain operational.

Shareholders’ equity (deficit) has decreased by ($4,724) totaling $88,459 as of August 31, 2026, from $93,183 as of February 31, 2026.

The Company has accumulated a deficit of ($67,834) as of August 31, 2026, compared to ($63,110) as of February 28, 2026, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

Net cash used in operating activities for the six months ended August 31, 2026, was $0 compared to ($34,220) for the six months ended August 31, 2025.

Cash flows from investing activities for the six months ended August 31, 2026, was $0 compared to ($24,000) for the six months ended August 31, 2025.

Cash flows from financing activities for the three months ended August 31, 2026, was $0 compared to $44,359 for the six months ended August 31, 2025.

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.

Limited Operating History and Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated sufficient revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Not Applicable.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation as of August 31, 2026, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(f) and 15d–15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

During the period ending August 31, 2026, there were no pending or threatened legal actions against us.

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

See Notes 4 and 9 following the financial statements, supra.

Not Applicable.

Not Applicable.

During the quarter ended August 31, 2026, no director or officer of the Company adopted or terminated a “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.

SIGNATURES

In accordance with the requirements of the Securities Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.