UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
For the transition period from __________ to __________
Commission file number
(Exact name of registrant as specified in its charter)
|
(State or Other Jurisdiction of Incorporation or Organization) |
7370 (Primary Standard Industrial Classification Number) |
(IRS Employer Identification Number) |
Yehor Rodin
+1
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| - | - | - |
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, 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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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:
| Large accelerated Filer | [ ] | Accelerated Filer | [ ] |
| [ ] | Smaller reporting company | ||
| (Do not check if a smaller reporting company) | Emerging growth company | ||
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.
Yes []
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes []
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: common shares issued and outstanding as of April 14, 2025.
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GLOBAL-SMART.TECH INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Condensed Financial Statements (Unaudited) | 4 |
| Condensed Balance Sheets as of February 28, 2025 (Unaudited) and May 31, 2024 | 5 | |
| Condensed Statements of Operations for the three and nine months ended February 28, 2025 and February 29, 2024 (Unaudited) | 6 | |
| Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended February 28, 2025 and February 29, 2024 (Unaudited) | 7 | |
| Condensed Statements of Cash Flows for the nine months ended February 28, 2025 and February 29, 2024 (Unaudited) | 8 | |
| Notes to the Condensed Financial Statements (Unaudited) | 9 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 17 |
| Item 4. | Controls and Procedures | 17 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 18 |
| Item 1A | Risk Factors | 18 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
| Item 3. | Defaults Upon Senior Securities | 18 |
| Item 4. | Submission of Matters to a Vote of Securities Holders | 18 |
| Item 5. | Other Information | 18 |
| Item 6. | Exhibits | 18 |
| Signatures | 19 | |
3
PART I – FINANCIAL INFORMATION
Item 1. |
Financial Statements |
The accompanying interim financial statements of GLOBAL-SMART.TECH INC. (“the Company”, “we”, “us” or “our”), have 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 accounting 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 recurring adjustments, considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
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GLOBAL-SMART.TECH INC.
Condensed Balance Sheets
| February 28, 2025 | May 31, 2024 | |||
| (Unaudited) | ||||
| Assets | ||||
| Fixed Assets | ||||
| Equipment, net | $ | $ | ||
| Website Development, net | |
|||
| Total Fixed Assets | ||||
| Total Assets | $ | $ | ||
| Liabilities and Stockholders’ Equity (Deficit) | ||||
| Current Liabilities | ||||
| Accounts Payable | $ | $ | ||
| Accrued Salaries | ||||
| Loan from Related Parties | ||||
| Total Current Liabilities | ||||
| Total Liabilities | ||||
| Stockholders’ Equity (Deficit) | ||||
| Common Stock ($ par value, shares authorized; shares issued and outstanding as of February 28, 2025 and May 31, 2024) |
|
| ||
| Accumulated Other Comprehensive Income | ||||
| Accumulated Deficit | ( |
( | ||
| Total Equity | ( |
( | ||
| Total Liabilities & Stockholders’ Equity (Deficit) | $ | $ |
See accompanying notes, which are an integral part of these condensed financial statements
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GLOBAL-SMART.TECH INC.
Condensed Statements of Operations
(Unaudited)
|
Three months ended February 28, 2025 |
Three months ended February 29, 2024 |
Nine months ended February 28, 2025 |
Nine months ended February 29, 2024 | |||||
|
Revenues |
$ |
|
$ |
|
$ |
|
$ |
|
| Operating Expenses | ||||||||
| Professional Fees | ||||||||
| Depreciation Expense | ||||||||
| General and Administrative Expenses | ||||||||
| Total operating expenses | ||||||||
| Net loss from operations | ( |
( |
( |
( | ||||
| Provision for Income Taxes | ||||||||
| Net Loss | $ | ( |
$ | ( |
$ | ( |
$ | ( |
| Loss per common share – Basic & Diluted |
$ |
( |
$ |
( |
$ | ( |
$ | ( |
| Weighted Average Number of Common Shares Outstanding – Basic & Diluted |
|
|
See accompanying notes, which are an integral part of these condensed financial statements.
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GLOBAL-SMART.TECH INC.
Condensed Statements of Changes in Stockholders’ Equity (Deficit)
For the three and nine months ended February 28, 2025 and February 29, 2024
(Unaudited)
| Common Stock |
|
||||||||||||||
|
Shares |
Amount | Additional Paid-in- Capital |
Accumulated Deficit
|
Accumulated Other Comprehensive Income |
Total |
||||||||||
| Balance as of May 31, 2023 | $ | $ | - | $ | ( |
$ | $ | ( |
|||||||
| Net loss | - | - | ( |
( |
|||||||||||
| Balance as of August 31, 2023 | - | ( |
( |
||||||||||||
| Net loss | - | - | ( |
( |
|||||||||||
| Balance as of November 30, 2023 | - | ( |
( |
||||||||||||
| Net loss | - | - | ( |
( |
|||||||||||
| Balance as of February 29, 2024 | $ | - | $ | ( |
$ | $ | ( |
||||||||
| Balance as of May 31, 2024 | $ | $ | - | $ | ( |
$ | $ | ( |
|||||||
| Net loss | - | - | ( |
( |
|||||||||||
| Balance as of August 31, 2024 | - | ( |
( |
||||||||||||
| Net loss | - | - | ( |
( |
|||||||||||
| Balance as of November 30, 2024 | - | ( |
( |
||||||||||||
| Net loss | - | - | ( |
( |
|||||||||||
| Balance as of February 28, 2025 | $ | $ | - | $ | ( |
$ | $ | ( |
|||||||
See accompanying notes, which are an integral part of these condensed financial statements.
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GLOBAL-SMART.TECH INC.
Condensed Statements of Cash Flows
(Unaudited)
|
Nine months ended February 28, 2025 |
Nine months ended February 29, 2024 | |||
| OPERATING ACTIVITIES | ||||
| Net loss | $ | ( |
$ | ( |
| Adjustments to reconcile Net Loss to Net Cash Provided by Operations: | ||||
| Depreciation expense | ||||
| Changes in Assets and Liabilities: | ||||
| Accrued Salaries | ||||
| Accounts Payable | ||||
| Net Cash Used in Operating Activities | ( |
( | ||
| INVESTING ACTIVITIES | ||||
| Net Cash Used in Investing Activities | ||||
|
FINANCING ACTIVITIES |
||||
| Proceeds from Loan from Related Parties | ||||
| Repayment of a Loan from Related Parties | ( |
|||
| Net Cash Provided by Financing Activities | ||||
| Net Cash Decrease for the Period | ||||
| Cash at Beginning of Period | ||||
| Cash at End of Period | $ | $ | ||
| SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION: | ||||
| Cash Paid for: | ||||
| Interest | $ | $ | ||
| Income Tax | $ | $ |
See accompanying notes, which are an integral part of these condensed financial statements.
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GLOBAL-SMART.TECH INC.
Notes to the Condensed Financial Statements
For the Nine Months Ended February 28, 2025 and February 29, 2024
(Unaudited)
1. The Company
Global-Smart.Tech Inc. (“Company”) was incorporated under the laws of the State of Wyoming on April 15, 2022. The Company initially established with a primary focus on leasing power to clients. However, to optimize resource utilization and enhance profitability, we have transitioned our operations to incorporate cloud-rendering services.
2. Going Concern
Our financial statements have been prepared
on a going concern basis which assumes that we will be able to realize our assets and discharge our liabilities and commitments in the
normal course of business for the foreseeable future. As of February 28, 2025 Global-Smart.Tech Inc. has an accumulated deficit of $252,554
and during the nine months ended February 28, 2025, used cash in operations of $24,912 has reported a net loss of $
Our ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our management intends to finance operating costs over the next twelve months with related party loans and the sale of common stock. While we believe that we will be successful in obtaining the necessary financing and generating revenue to fund our operations, meet regulatory requirements, and achieve commercial goals, there are no assurances that such additional funding will be achieved and that we will succeed in our future operations.
3. Summary of Significant Accounting Policies
Interim Financial Statements
The unaudited condensed interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes for the year ended May 31, 2024.
Basis of Presentation
The Company uses the accrual basis of accounting and accounting principles. 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 Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company has elected May 31st as its fiscal year end.
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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.
Foreign Currency
The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management has adopted ASC 830, “Foreign Currency Translation Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. The Company is located in Montenegro. However, the Company's cash flows and expenses are primarily denominated in United States Dollars (USD) due to the nature of its operations. Accordingly, the Board of Directors has determined that USD is the Company's functional currency for the purposes of preparing the financial statements. For realized gains and losses: these are reported in the income statement, typically as a separate line item or combined with other income or expense items. For the three and nine months ended February 28, 2025 and February 29, 2024, we didn’t recognize any foreign currency loss.
Transaction gains or losses result from a change in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated. They represent an increase or decrease in both of the following:
- the actual functional currency cash flows realized upon settlement of foreign currency transactions
- the expected functional currency cash flows on unsettled foreign currency transactions
Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the statement.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) 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.
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We generate revenue through the sale of pricing plans for our cloud rendering services. To select the pricing plan that best fits client’s requirements, they are required to contact our team to subscribe and submit their project. This allows us to choose the right pricing plan according to their project and the cloud rendering power needed. When estimating a project, we assess the required number of hours and capacity necessary to fulfill the client's needs. The pricing plans may vary depending on the number of video cards used to produce power (10, 25 and 40 video cards), as well as the time needed for rendering with a minimum option of 5 hours.
Clients can contact us using the information provided in the "Contacts" section on our website (https://global-smart.tech/contacts/). After determining the project scope, the client proceeds with the payment. Upon receipt of payment, we recognize revenue for the portion of the service delivered. For projects spanning multiple billing cycles, we recognize revenue proportionally as the service is rendered. Any undelivered service obligations are reflected as deferred revenue on the balance sheet. This revenue stream will be a key driver of our financial growth and sustainability for the foreseeable future.
During the nine months
ended February 28, 2025 and February 29, 2024 the Company recorded revenue of $
Fixed Assets
Fixed assets are stated at cost and the Company records depreciation using the straight-line method over the assets estimated useful life. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income.
Fixed asset amounts are as follows:
| Website Development | Equipment | Total | |||||
| Estimated Useful Life (Years) | 5 | 5 | |||||
| Total Cost of the Asset | $ | 7,000 | $ | 363,988 | $ | 370,988 | |
| Accumulated Depreciation at February 28, 2025 | (3,500) | (159,273) | (144,224) | ||||
| Net Book Value at February 28, 2025 | $ | 3,500 | $ | 204,715 | $ | 208,215 | |
| Depreciation Expense for nine months ended February 28, 2025 | $ | 1,050 | $ | 54,598 | $ | 55,648 | |
| Depreciation Expense for nine months ended February 29, 2024 | $ | 1,050 | $ | 45,041 | $ | 46,091 | |
| Depreciation Expense for three months ended February 28, 2025 | $ | 350 | $ | 18,199 | $ | 18,549 | |
| Depreciation Expense for three months ended February 29, 2024 | $ | 350 | $ | 18,199 | $ | 18,549 | |
11
On November 30, 2022 Global-Smart.Tech Inc. entered into an agreement to purchase equipment for $363,988. Part of this equipment was placed in service in August, 2022. Complete installation and switching on of all equipment was on November 11, 2023. Website development costs was $7,000 and the website was placed in service on August 29, 2022.
Impairment of Long-Lived Assets
In accordance with ASC 360-10 the Company periodically reviews the carrying value of its long-lived assets held and used at least annually or when events and circumstances warrant such a review. If significant events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable, the Company performs a test of recoverability by comparing the carrying value of the asset to its undiscounted expected future cash flows. If the carrying values are in excess of undiscounted expected future cash flows, we measure any impairment by comparing the fair value of the asset to its carrying value. If the fair value of an asset is determined to be less than the carrying amount of the asset, impairment in the amount of the difference is recorded. The Company recorded no impairment during the nine months ended February 28, 2025 and February 29, 2024.
Cash and Cash Equivalents
The Company considers all highly liquid investments with remaining maturities at the date of purchase of six months or less to be cash equivalents. The Company had no cash equivalents as of February 28, 2025 and May 31, 2024.
Fair Value of Financial Instruments
ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
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;
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 the Company's loan from related parties approximates fair value due to its short-term maturity.
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.
12
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 to 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. As of February 28, 2025 and February 29, 2024 the Company had no potential dilutive instruments, therefore basic and diluted earnings (loss) per share are equal.
Income Taxes
The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.
Recent Accounting Pronouncements
The Company considers all new pronouncements and management has determined that there have been no recently adopted or issued accounting standards that had or will have a material impact on its financial statements.
4. Related Party Transaction
On May 30, 2022 the Company entered into a loan agreement with Yehor Rodin, the Company's officer and director, whereby Mr. Rodin agreed to loan up to $100,000 on an unsecured and interest-free basis. On October 7, 2022 the loan agreement was amended to increase the loan amount by $300,000, for a maximum loan amount of $400,000, and to change the maturity date to October 7, 2025. On April 8, 2024 the loan agreement was amended to increase the loan amount by $50,000, for a maximum loan amount of $450,000, and to change the maturity date to April 8, 2027.
On September 2, 2024 the loan agreement was amended again to increase the loan amount by $100,000, for a maximum loan amount of $550,000.
As of February 28, 2025 Mr. Rodin was owed
$430,003 under the loan agreement. During the nine months ended February 28, 2025 Mr. Rodin advanced $
5. Common Stock
The Company has 75,000,000 common shares authorized with a par value of $0.001 per share. During the nine months ended February 28, 2025 and February 29, 2024 the Company did not issue any shares of common stock. As of February 28, 2025, the Company had shares issued and outstanding.
6. Subsequent Events
In accordance with SFAS 165 (ASC 855-10), the Company reviewed its activities subsequent to February 28, 2025 and through the date these financial statements were available to be issued, and has determined that it does not have any material subsequent events to disclose in these financial statements, other than effective March 31, 2025, Genismarlon Da Silva Nunes was appointed to serve as Independent Director of the Company and subsequent to February 28,2025 Mr. Rodin advanced 3,350$ to the Company to pay for operating expenses.
13
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Business Overview
We are an emerging technology company incorporated under the laws of the state of Wyoming on April 15, 2022. As part of our business evolution, we are focusing on expanding our operations in cloud rendering. Our primary objective is the development of an advanced platform dedicated to 3D interior designers and visualizers. Leveraging the power of GPUs, our platform aims to transform the rendering process, delivering exceptional performance and revolutionizing the industry.
Plan of Operations
The Company’s business model centers on cloud rendering services. We believe that revenue growth and long-term profitability can be achieved in the year 2025 and beyond by ensuring the technical performance of our cloud rendering platform remains highly cost-effective. As we continue to expand, the gradual growth of our cloud rendering will provide opportunities to increase revenue from the sale of rendering capacities.
We generate revenue primarily through the sale of pricing plans for our cloud rendering services. To select the pricing plan that best fits client’s requirements, they are required to contact our team to subscribe and submit their project. This allows us to choose the right pricing plan according to their project and the cloud rendering power needed. When estimating a project, we assess the required number of hours and capacity necessary to fulfill the client's needs. The pricing plans may vary depending on the number of video cards used to produce power (10, 25 and 40 video cards), as well as the time needed for rendering with a minimum option of 5 hours. Clients can contact us using the information provided in the "Contacts" section on our website (https://global-smart.tech/contacts/). After determining the project scope, the client proceeds with the payment. Once payment is received, we deliver the completed project, following the rendering process, to the client via the email address provided in the form.
Our primary target customers include 3D interior designers and visualizers in the design industry. We aim to offer a range of flexible and competitive pricing options to attract clients and maximize revenue potential. This revenue stream is a key driver of our financial growth and sustainability in the foreseeable future.
Marketing
We are considering choosing online marketing as our key strategy to attract the users. We will probably first invest into promotion via different social networks and search engine optimization. This is planned to help us to appear in users search inquiries by key words.
Government Regulation
The Company will be required to comply with all regulations, rules, and directives of governmental authorities including the US Securities and Exchange Commission and agencies applicable to our business in any jurisdiction with which we would conduct activities. The Company does not believe that governmental regulations will have a material impact on the way we conduct our business.
As our business expands to include new uses or collection of data that are subject to privacy or security regulations, our compliance requirements and costs will increase, and we may be subject to increased regulatory scrutiny.
14
Employees
Global-Smart.Tech Inc. is a Company with only one employee, Yehor Rodin, our President, CEO, Treasurer, Secretary, Director. The Company may consider hiring more employees if the need arises.
Overview
The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements as of May 31, 2024.
Results of Operations
Three months ended February 28, 2025 and February 29, 2024
Revenue
For the three months ended February 28, 2025 and February 29, 2024, we generated total revenue of $1,200 and $0, respectively.
Operating expenses
Total operating expenses for three months ended February 28, 2025 were $22,116. The operating expenses included amortization expense of $18,549 and professional fees of $3,567.
Total operating expenses for three months ended February 29, 2024 were $28,549. The operating expenses included amortization expense of $18,549 and professional fees of $10,000.
The decrease in professional fees was related mostly to the timing of SEC filings and audit/review services provided between the three-month periods ending February 28, 2025 and February 29, 2024.
Net Loss
Net loss for three months ended February 28, 2025 was $20,916.
Net loss for three months ended February 29, 2024 was $28,549.
Nine months ended February 28, 2025 and February 29, 2024
Revenue
For the nine months ended February 28, 2025 and February 29, 2024, we generated total revenue of $1,200 and $0, respectively.
Operating expenses
Total operating expenses for nine months ended February 28, 2025 were $107,523. The operating expenses included amortization expense of $55,648, professional fees of $26,263, and general and administrative expenses of $25,612.
15
Total operating expenses for nine months ended February 29, 2024 were $63,091. The operating expenses included amortization expense of $46,091 and professional fees of $17,000.
The increase in operating expenses was mostly due to the Company recording $25,550 for services provided by the CEO during the current period versus no such similar expense in the prior period.
Net Loss
Net loss for nine months ended February 28, 2025 was $106,323.
Net loss for nine months ended February 29, 2024 was $63,091.
Liquidity and Capital Resources
As of February 28, 2025, we had no current assets, have recurring losses, have an accumulated deficit, and continue to use cash in operations. These factors raise substantial doubt about our ability to continue as a going concern. In the opinion of our management, additional funding is required to meet our development goals for the next twelve months. While there are currently no guarantees, we expect to be able to generate revenue primarily through the sale of pricing plans for our cloud rendering services in 2025.
We have generated minimal revenue of $1,200 since inception on April 15, 2022. We will require additional funds to implement our plans. These funds may be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership of our shares. We will also need more funds if the operations of our cloud rendering platform cost more than we have budgeted. Our future depends upon our ability to obtain further financing, the successful operations of business, a successful marketing and promotion program, attraction, and, further in the future, achieving a profitable level of operations.
Operational Cash Flows
We had operating cash outflows of $24,912 for the nine months ended February 28, 2025 and $7,000 for the nine months ended February 29, 2024. The primary allocation of cash has been directed towards general working capital needs, reflecting the ongoing operational requirements of the business.
Financing Cash Flows
For the nine months ended February 28, 2025, Mr. Rodin advanced $26,112 to pay for Company expenses ($7,000 during the nine months ended February 29, 2024) and was repaid $1,200. As of February 28, 2025 total advances under the loan agreement were $430,003.
Investing Cash Flows
Our Company made no net investments during the nine-month periods ending ended February 28, 2025 and February 29, 2024.
16
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
None
| Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of February 28, 2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the 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.
Changes in Internal Control over Financial Reporting
During the three months ended February 28, 2025 there were no changes in our system of internal controls over financial reporting.
17
PART II. OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
| ITEM 1A. | RISK FACTORS |
None
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None
| ITEM 3. | DEFAULTS UPON SENIOR SECURITES |
None
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS |
None
| ITEM 5. | OTHER INFORMATION |
None
| ITEM 6. | EXHIBITS |
The following exhibits are included as part of this report by reference:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, as amended, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, there unto duly authorized on April 15, 2025.
| GLOBAL-SMART.TECH INC. | |
| By: /s/ Yehor Rodin | |
|
Yehor Rodin, President, Secretary, | |
|
Treasurer, Director (Principal Executive, Financial and Accounting Officer) |
19