UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
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) |
(I.R.S. Employer Identification No.) | ||
+ robinxu147@163.com
|
|||
| (Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Office) | |||
| Securities registered under Section 12(g) of the Exchange Act: | ||
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered
|
| None | None | None |
Securities registered under Section 12(b) of the Exchange Act: None
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 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, 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.
| Large accelerated Filer | [ ] | Accelerated Filer | [ ] |
| [X] | 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.
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 May 18, 2026.
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Financial Statements. | 5 |
| Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025 | 6 | |
| Statements of Operations for the three months ended March 31, 2026 and 2025 (Unaudited) | 7 | |
| Statements of Changes in Stockholders’ Equity/(Deficit) for the three months ended March 31, 2026 and 2025 (Unaudited) | 8 | |
| Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited) | 9 | |
| Notes to the Unaudited Financial Statements | 10 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 15 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 18 |
| Item 4. | Controls and Procedures. | 18 |
| PART II | OTHER INFORMATION: | |
| 18 | ||
| Item 1. | Legal Proceedings. | |
| 18 | ||
| Item 1A. | Risk Factors. | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 19 |
| Item 3. | Defaults Upon Senior Securities. | 19 |
| Item 4. | Mine Safety Disclosures.1 | 19 |
| Item 5. | Other Information. | 19 |
| Item 6. | Exhibits. | 19 |
| Signatures | 20 |
3
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.
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PART I—FINANCIAL INFORMATION
| Item 1. | Financial Statements. |
The accompanying interim financial statements of GO GO BUYERS (the “Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). 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.
5
GO GO BUYERS
BALANCE SHEETS
|
|
March 31, 2026 (Unaudited) |
December 31, 2025 (Audited) | ||
| ASSETS | ||||
| Current Assets | ||||
| Prepaid Expenses | $ | $ | ||
| Total Current Assets | ||||
| Intangibles Assets, Net | ||||
| Total Assets | $ | $ | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT) | ||||
| Liabilities | ||||
| Other Payables | $ | $ | ||
| Total Liabilities | ||||
| Commitments and Contingencies | ||||
| Stockholders’ Equity/(Deficit) | ||||
| Common stock: $ par value, shares authorized, and shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||
| Additional Paid in Capital | ||||
| Accumulated Deficit | ||||
| Total Stockholders’ Equity/(Deficit) | ||||
| Total Liabilities and Stockholders’ Equity/(Deficit) | $ | $ | ||
The accompanying notes are an integral part of these unaudited financial statements.
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GO GO BUYERS
STATEMENTS OF OPERATIONS
For the three months ended March 31, 2026 and 2025
(Unaudited)
|
Three months ended March 31, 2026 |
Three months ended March 31, 2025 | |||
| REVENUE: | ||||
| Sales | $ | $ | ||
| OPERATING EXPENSES | ||||
| Amortization Expense | ||||
| General and Administrative Expenses | ||||
| Professional Fees | ||||
| TOTAL OPERATING EXPENSES | ||||
| NET INCOME /(LOSS) FROM OPERATIONS | ( |
|||
| PROVISION FOR INCOME TAX | ||||
| NET INCOME /(LOSS) | $ | ( |
$ | |
| Net Income /(Loss) Per Common Share - Basic | $ | ( |
$ | |
| Weighted Average Number of Common Shares Outstanding - Basic |
The accompanying notes are an integral part of these unaudited financial statements.
7
GO GO BUYERS
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIT)
For the three months ended March 31, 2026 and 2025
(Unaudited)
| Common Stock |
Additional Paid-in Capital |
Accumulated deficit |
Total Stockholders’ Equity/(Deficit) | ||||||
| Shares | Amount | ||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( |
$ | ( | |||
| Net Income | - | ||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( |
$ | ( | |||
| Balance, December 31, 2025 | $ | $ | $ | $ | |||||
| Net Loss | - | ( |
( | ||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | |||||
The accompanying notes are an integral part of these unaudited financial statements.
8
GO GO BUYERS
STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2026 and 2025
(Unaudited)
|
Three months ended March 31, 2026 |
Three months ended March 31, 2025 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net Income/(Loss) | $ | ( |
$ | |
| Adjustments to Reconcile Net Loss to Net Cash from Operating Activities: | ||||
| Accumulated Amortization | ||||
| Accounts Receivable | ||||
| Prepaid Expenses | ( | |||
| Accounts Payable | ||||
| Other Payables | ||||
| Deferred Revenue | ||||
| NET CASH USED IN OPERATING ACTIVITIES | ( | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Purchase of Software | ( | |||
| NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | ( | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Loan from Director | ||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||
| NET CHANGE IN CASH | ||||
| Cash, Beginning of Period | ||||
| Cash, End of Period | $ | $ |
The accompanying notes are an integral part of these unaudited financial statements.
9
GO GO BUYERS
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
March 31, 2026
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Go Go Buyers was established in Nevada on January 10, 2019. The Company specializes in two API integration services: API Flights and API Hotels, offering real-time flight price tracking, and hotel price comparison through artificial intelligence. We also offer the Flight Calculator API, a powerful tool that enables developers to calculate distances and flight times between any two airports worldwide in real-time.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared
in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation
of the Company as a going concern. The Company had $
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. The Company’s year-end is December 31.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Intangible Assets
The Company follows the provisions of the Accounting Standards Codification (“ASC”) 350, “Intangibles-Goodwill and Other”. Definite-lived intangible assets represent developed technology, non-compete agreements, customer related intangible assets, patents, trademark and trade names and are amortized over their estimated useful lives, generally on a straight-line basis. Indefinite lived intangible assets relate to domain names owned by the Company.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 investments with original maturities of three months or less to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2026 and December 31, 2025.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period.
Weighted average shares were reduced for the effect of an aggregate of 4,161,425 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. As of March 31, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.
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Revenue Recognition
The Company recognizes revenue in accordance with 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.
The Company generates revenue through the rent of the application programming interface (“API”). Revenue is recognized at the point in time when the customer obtains control of the good or service through the Company satisfying a performance obligation by transferring the promised good or service to the customer.
The Company generally collects payment from customers prior the service is provided. When deposits are collected before services are performed the Company recognizes deferred revenue until the services are provided.
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company has identified the United States as its only “major” tax jurisdiction.
The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
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Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
NOTE 4 – INTANGIBLE ASSETS
The Company had the following intangible assets as of March 31, 2026:
|
For the period from inception (January 10, 2019) to March 31, 2026 | ||
| Balance as of January 10, 2019 (date of inception) | $ | - |
| API acquisition | 71,120 | |
| Databases | 27,300 | |
| Software developments cost | 45,000 | |
| Website developments cost | 20,000 | |
| Amortization expense | (103,599) | |
| Balance as of March 31, 2026 | $ | |
NOTE 5 – RELATED PARTY TRANSACTIONS
Founder Shares
On October 25, 2019, the Company issued a total of shares of restricted common stock to our President, Treasurer, Secretary and Director in consideration of $3,000.
Loan Agreement – Related Party
The Company’s former director Arturas Saladzius
loaned to the Company $99,416 as of December 31, 2024. During the year ended December 31, 2025, Arturas Saladzius advanced loans to the
Company totaling $196,479. On September 24, 2025, Arturas Saladzius agreed to forgive the entire outstanding loan amount of $196,479.
Consequently, as of December 31, 2025, the loan balance owed to Arturas Saladzius was $
NOTE 6 – COMMITMENTS AND CONTINGENCIES
The Company may be a subject to various litigation and other claims in the normal course of business. The Company establishes liabilities in connection with legal actions that management deems to be probable and estimable. No amounts have been accrued in the financial statements with respect to any matters.
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NOTE 7 – INCOME TAXES
As of March 31, 2026, the Company had net operating loss carry forwards of approximately $104,634 that may be available to reduce future years’ taxable income in varying amounts through 2045. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The valuation allowance as of March 31, 2026 was approximately $21,973. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized.
The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of March 31, 2026. All tax years since inception remain open for examination by taxing authorities.
Components of deferred tax assets are as follows:
|
Three Months Ended March 31, 2026 |
Year Ended December 31, 2025 |
||||||
| Net Deferred Tax Asset Non-Current: | |||||||
| Net Operating Loss Carry-Forward | $ | $ | |||||
| Effective tax rate | 21 | % | 21 | % | |||
| Expected Income Tax Benefit from NOL Carry-Forward | |||||||
| Less: Valuation Allowance | ( |
( |
|||||
| Deferred Tax Asset, Net of Valuation Allowance | $ | $ | |||||
NOTE 8 — STOCKHOLDERS’ EQUITY
Preferred Stock — The Company is not authorized for issuing preferred stock.
Common Stock — The Company is authorized to issue a total of 75,000,000 shares of common stock at par value of $0.001 each. As of March 31, 2026, the Company issued common shares to its President and shareholders for $32,317.
Warrants — The Company does not have and does not plan on issuing warrants under this prospectus.
NOTE 9 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Overview
Go Go Buyers specializes in two API integration services: API Flights and API Hotels. API Flights provides users with real-time flight price tracking from various suppliers, along with comprehensive airport schedule data and flight tracking features. API Hotels utilizes artificial intelligence to generate and compare hotel prices from a wide range of suppliers. Both services are accessible through our website https://gogobuyers.com/.
In addition to our API services, we operate a forum where users can connect to place orders, make requests, and engage with travelers. Users can select a traveler from a list of countries to initiate a chat and arrange for item delivery. This platform aims to facilitate global connections and assist users in transporting items between locations.
We expanded our product offerings with the Flight Calculator API, a tool for calculating air distances and flight times between any airports worldwide. This innovative solution empowers travelers, businesses, and aviation professionals to plan journeys with precision and optimize routes for efficiency. With Flight Calculator, users can make informed decisions and streamline travel planning processes effortlessly. The Flight Calculator API is accessible through our website https://api.gogobuyers.com/demo.
The mailing address of the Company is at 5348 Vegas Drive, Las Vegas, NV 89108. Our telephone number is +86-13480684648.
API Packages
API Flights offers a comprehensive solution for tracking flight prices and accessing vital flight information. Powered by artificial intelligence, our software monitors prices from multiple suppliers, ensuring users find the best deals available. Our APIs provide access to airport schedules, flight tracking details (including departure and arrival times, dates, terminals, and current status), and more. With competitive pricing and over 1,000,000 request credits, API Flights is the go-to solution for finding flights at the right price.
API Hotels delivers top-notch hotel pricing services powered by artificial intelligence. Our software generates competitive hotel prices, enabling hoteliers to offer timely discounts through customizable search algorithms for competitors. With access to a vast database of hotels, users can search for any hotel based on location, date, and number of guests. Flexible pricing options and 50,000 calls per month make API Hotels the best choice for accessing the best hotel offers. Both of the services can be accessed via our website: https://gogobuyers.com/#tariffs.
The Flight Calculator allows for 100,000 API requests per month based on the subscription plan. It enables the calculation of distances and flight durations between any two airports globally, leveraging up-to-date information to ensure accurate and reliable results. The API is designed for easy integration into any system or application, with comprehensive documentation and support available.
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Clients
Our platform is designed to attract a diverse clientele, including both small businesses and individual users. Developing businesses may find our platform attractive for accessing their target audience. Individuals can conveniently search for cost-effective delivery options due to our online service. Additionally, we foresee increased competition in the industry as rival companies monitor each other, leading to better offers for our clients.
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.
Employees
Go Go Buyers has no employees other than our CEO, CFO, President and Director Qiubing Xu.
Results of Operations
For the Three Months Ended March 31, 2026 and 2025:
Revenues
We have generated $Nil and $21,264 in revenues for the three months ended March 31, 2026 and 2025, respectively. This represents a decrease of $21,264, or approximately 100%. The decrease reflects reduced sales activity during the period compared to the prior year.
Operating expenses
Total operating expenses for the three-month period ended March 31, 2026 were $29,266 compared to $21,242 for the three-month period ended March 31, 2025. The operating expenses for the three months ended March 31, 2026 included Amortization Expense of $13,618; General and Administrative expenses of $5,251; and Professional Fees of $10,397. The operating expenses for the three months ended March 31, 2025 included Amortization Expense of $8,434; General and Administrative expenses of $4,081; and Professional Fees of $8,727. Increase in total operating expenses was primarily due to the increase in amortization expense and professional fees.
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Net Income/(Loss)
Our net income/(loss) for the three-month period ended March 31, 2026 and 2025, was $(29,266) and $22, respectively. This represents an increase in net loss of $29,288. The growth in net loss is primarily due to a decrease in revenue during this period.
Liquidity and Capital Resources
As of March 31, 2026, our total assets were $62,696 comprised of prepaid expenses of $2,875 and intangible assets of $59,821. Our total liabilities were $15,689 comprised of other payables.
As of December 31, 2025, our total assets were $84,273 comprised of prepaid expenses $10,834 and intangible assets $73,439. Our total liabilities were $8,000 comprised of other payable of $8,000.
Shareholders’ equity/(deficit) has decreased from $76,273 as of December 31, 2025 to $47,007 as of March 31, 2026.
Net cash flows used in operating activities for the three months ended March 31, 2026, consisted of a net loss of $29,266, accumulated amortization of $13,618, prepaid expenses of $7,959 and other payables of $7,689. Net cash flows used in operating activities for the three months ended March 31, 2025, consisted of a net income of $22, accumulated amortization of $8,434, prepaid expenses of $(43,268), accounts payable of $2,805 and deferred revenue of $5,706.
During the three months ended March 31, 2026 and 2025, the Company used $Nil and $37,000 of cash in investing activities, respectively.
During the three months ended March 31, 2026 and 2025, the Company generated $Nil and $66,106 of cash in financing activities.
Off-Balance Sheet Arrangements
As of March 31, 2026, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a material 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 generated limited revenues. 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.
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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.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Not Applicable.
| Item 4. | Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation as of March 31, 2026, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, who are one and the same, 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
| Item 1. | Legal Proceedings. |
During the period ending March 31, 2026, there were no pending or threatened legal actions against us.
| Item 1A. | Risk Factors. |
As a smaller reporting company, we are not required to provide the information required by this Item.
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Not Applicable.
| Item 3. | Defaults Upon Senior Securities. |
Not Applicable.
| Item 4. | Mine Safety Disclosures. |
Not Applicable.
| Item 5. | Other Information. |
There is no other information required to be disclosed under this item that has not previously been reported.
| Item 6. | Exhibits. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GO GO BUYERS | ||
| Date: May 18, 2026 | By: | /s/ Qiubing Xu |
|
Name: Qiubing Xu Title: Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) | ||
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Exhibit 31.1
Certification of Chief Executive Officer pursuant to Securities Exchange
Act of 1934 Rule 13a-14(a) or 15d-14(a)
1. I, Qiubing Xu, have reviewed this Quarterly Report on Form 10-Q of GO GO BUYERS ;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: May 18, 2026 | By: | /s/ Qiubing Xu |
|
Name: Qiubing Xu Title: Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of GO GO BUYERS (the “Company”) on Form 10-Q for the quarter ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Qiubing Xu , Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| Date: May 18, 2026 | By: | /s/ Qiubing Xu |
|
Name: Qiubing Xu Title: Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) |
Cover - shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
May 18, 2026 |
|
| Cover [Abstract] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Quarterly Report | true | |
| Document Transition Report | false | |
| Document Period End Date | Mar. 31, 2026 | |
| Document Fiscal Period Focus | Q1 | |
| Document Fiscal Year Focus | 2026 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity File Number | 333-256118 | |
| registrant name | GO GO BUYERS, INC. | |
| Entity Central Index Key | 0001842563 | |
| Tax Identification Number | 36-4919249 | |
| Incorporation State | NV | |
| Address Line1 | 5348 Vegas Drive | |
| city | Las Vegas | |
| state | NV | |
| zip code | 89108 | |
| area code | 86 | |
| phone number | 13480684648 | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| filer | Non-accelerated Filer | |
| Smaller reporting company | true | |
| Emerging growth company | true | |
| extended transition period | false | |
| shell company | false | |
| common shares issued and outstanding | 4,161,425 |
BALANCE SHEETS - USD ($) |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Current Assets | ||
| Prepaid Expenses | $ 2,875 | $ 10,834 |
| Total Current Assets | 2,875 | 10,834 |
| Intangibles Assets, Net | 59,821 | 73,439 |
| Total Assets | 62,696 | 84,273 |
| Liabilities | ||
| Other Payables | 15,689 | 8,000 |
| Total Liabilities | 15,689 | 8,000 |
| Stockholders’ Equity/(Deficit) | ||
| Common stock: $0.001 par value, 75,000,000 shares authorized, 4,161,425 and 4,161,425 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | 4,161 | 4,161 |
| Additional Paid in Capital | 28,156 | 28,156 |
| Accumulated Deficit | 14,690 | 43,956 |
| Total Stockholders’ Equity/(Deficit) | 47,007 | 76,273 |
| Total Liabilities and Stockholders’ Equity/(Deficit) | $ 62,696 | $ 84,273 |
BALANCE SHEETS (Parenthetical) - $ / shares |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
| shares authorized | 75,000,000 | 75,000,000 |
| shares issued and outstanding | 4,161,425 | 4,161,425 |
| shares issued and outstanding | 4,161,425 | 4,161,425 |
STATEMENTS OF OPERATIONS - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| REVENUE: | ||
| Sales | $ 21,264 | |
| OPERATING EXPENSES | ||
| Amortization Expense | 13,618 | 8,434 |
| General and Administrative Expenses | 5,251 | 4,081 |
| Professional Fees | 10,397 | 8,727 |
| TOTAL OPERATING EXPENSES | 29,266 | 21,242 |
| NET INCOME /(LOSS) FROM OPERATIONS | (29,266) | 22 |
| PROVISION FOR INCOME TAX | ||
| NET INCOME /(LOSS) | $ (29,266) | $ 22 |
| Net Income /(Loss) Per Common Share - Basic | $ (0.00) | $ 0.00 |
| Weighted Average Number of Common Shares Outstanding - Basic | 4,154,016 | 4,154,016 |
Statements of Changes in Stockholders Equity - USD ($) |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
|---|---|---|---|---|
| Shares, Outstanding | 4,161,425 | |||
| Beginning balance, value at Dec. 31, 2024 | $ 4,161 | $ 28,156 | $ (77,155) | $ (44,838) |
| Net Loss | 22 | 22 | ||
| Ending balance, value at Mar. 31, 2025 | 4,161 | 28,156 | (77,133) | $ (44,816) |
| Shares, Outstanding | 4,161,425 | |||
| Shares, Outstanding | 4,161,425 | |||
| Beginning balance, value at Dec. 31, 2025 | 4,161 | 28,156 | 43,956 | $ 76,273 |
| Net Loss | (29,266) | (29,266) | ||
| Ending balance, value at Mar. 31, 2026 | $ 4,161 | $ 28,156 | $ 14,690 | $ 47,007 |
| Shares, Outstanding | 4,161,425 |
STATEMENTS OF CASH FLOWS - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net Income/(Loss) | $ (29,266) | $ 22 |
| Accumulated Amortization | 13,618 | 8,434 |
| Accounts Receivable | ||
| Prepaid Expenses | 7,959 | (43,268) |
| Accounts Payable | 2,805 | |
| Other Payables | 7,689 | |
| Deferred Revenue | 5,706 | |
| NET CASH USED IN OPERATING ACTIVITIES | (26,301) | |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of Software | (37,000) | |
| NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | (37,000) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Loan from Director | 66,106 | |
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 66,106 | |
| NET CHANGE IN CASH | 2,805 | |
| Cash, Beginning of Period | 226 | |
| Cash, End of Period | $ 3,031 | |
ORGANIZATION AND NATURE OF BUSINESS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Accounting Policies [Abstract] | |
| ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Go Go Buyers was established in Nevada on January 10, 2019. The Company specializes in two API integration services: API Flights and API Hotels, offering real-time flight price tracking, and hotel price comparison through artificial intelligence. We also offer the Flight Calculator API, a powerful tool that enables developers to calculate distances and flight times between any two airports worldwide in real-time.
|
GOING CONCERN |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| GOING CONCERN | NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation of the Company as a going concern. The Company had $0 revenues for the three months ended March 31, 2026. The Company currently has losses and has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the next 5 years, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. The Company’s year-end is December 31.
Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
10
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Intangible Assets The Company follows the provisions of the Accounting Standards Codification (“ASC”) 350, “Intangibles-Goodwill and Other”. Definite-lived intangible assets represent developed technology, non-compete agreements, customer related intangible assets, patents, trademark and trade names and are amortized over their estimated useful lives, generally on a straight-line basis. Indefinite lived intangible assets relate to domain names owned by the Company.
Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 investments with original maturities of three months or less to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2026 and December 31, 2025.
Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period.
Weighted average shares were reduced for the effect of an aggregate of 4,161,425 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. As of March 31, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.
11
Revenue Recognition The Company recognizes revenue in accordance with 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.
The Company generates revenue through the rent of the application programming interface (“API”). Revenue is recognized at the point in time when the customer obtains control of the good or service through the Company satisfying a performance obligation by transferring the promised good or service to the customer.
The Company generally collects payment from customers prior the service is provided. When deposits are collected before services are performed the Company recognizes deferred revenue until the services are provided.
Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company has identified the United States as its only “major” tax jurisdiction.
The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
12
Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
|
INTANGIBLE ASSETS |
3 Months Ended | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||
| Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||
| INTANGIBLE ASSETS | NOTE 4 – INTANGIBLE ASSETS
The Company had the following intangible assets as of March 31, 2026:
|
||||||||||||||||||||||||||||||
RELATED PARTY TRANSACTIONS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS
Founder Shares On October 25, 2019, the Company issued a total of shares of restricted common stock to our President, Treasurer, Secretary and Director in consideration of $3,000.
Loan Agreement – Related Party The Company’s former director Arturas Saladzius loaned to the Company $99,416 as of December 31, 2024. During the year ended December 31, 2025, Arturas Saladzius advanced loans to the Company totaling $196,479. On September 24, 2025, Arturas Saladzius agreed to forgive the entire outstanding loan amount of $196,479. Consequently, as of December 31, 2025, the loan balance owed to Arturas Saladzius was $0.
|
COMMITMENTS AND CONTINGENCIES |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES
The Company may be a subject to various litigation and other claims in the normal course of business. The Company establishes liabilities in connection with legal actions that management deems to be probable and estimable. No amounts have been accrued in the financial statements with respect to any matters.
13
|
TAXES |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| TAXES | NOTE 7 – INCOME TAXES
As of March 31, 2026, the Company had net operating loss carry forwards of approximately $104,634 that may be available to reduce future years’ taxable income in varying amounts through 2045. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The valuation allowance as of March 31, 2026 was approximately $21,973. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized.
The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of March 31, 2026. All tax years since inception remain open for examination by taxing authorities.
Components of deferred tax assets are as follows:
|
STOCKHOLDERS’ EQUITY |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Accounting Policies [Abstract] | |
| STOCKHOLDERS’ EQUITY | NOTE 8 — STOCKHOLDERS’ EQUITY
Preferred Stock — The Company is not authorized for issuing preferred stock.
Common Stock — The Company is authorized to issue a total of 75,000,000 shares of common stock at par value of $0.001 each. As of March 31, 2026, the Company issued common shares to its President and shareholders for $32,317.
Warrants — The Company does not have and does not plan on issuing warrants under this prospectus.
|
SUBSEQUENT EVENTS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 9 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Accounting Policies [Abstract] | |
| Basis of presentation | Basis of presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. The Company’s year-end is December 31.
|
| Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
10
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
|
| Intangible Assets | Intangible Assets The Company follows the provisions of the Accounting Standards Codification (“ASC”) 350, “Intangibles-Goodwill and Other”. Definite-lived intangible assets represent developed technology, non-compete agreements, customer related intangible assets, patents, trademark and trade names and are amortized over their estimated useful lives, generally on a straight-line basis. Indefinite lived intangible assets relate to domain names owned by the Company.
|
| Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2026 and December 31, 2025.
|
| Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
|
| Net Loss Per Common Share |
Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period.
Weighted average shares were reduced for the effect of an aggregate of 4,161,425 shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. As of March 31, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.
11
|
| Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with 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.
The Company generates revenue through the rent of the application programming interface (“API”). Revenue is recognized at the point in time when the customer obtains control of the good or service through the Company satisfying a performance obligation by transferring the promised good or service to the customer.
The Company generally collects payment from customers prior the service is provided. When deposits are collected before services are performed the Company recognizes deferred revenue until the services are provided.
|
| Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company has identified the United States as its only “major” tax jurisdiction.
The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
12
|
| Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
|
| Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
TAXES (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| deferred tax assets | Components of deferred tax assets are as follows:
|
GOING CONCERN (Details Narrative) |
3 Months Ended |
|---|---|
|
Mar. 31, 2026
USD ($)
| |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| revenues | $ 0 |
INTANGIBLE ASSETS (Details Narrative) |
Mar. 31, 2026
USD ($)
|
|---|---|
| Goodwill and Intangible Assets Disclosure [Abstract] | |
| intangible assets | $ 59,821 |
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Dec. 31, 2025 |
|
| Related Party Transactions [Abstract] | ||
| Weighted Average Number of Shares, Restricted Stock | 3,000,000 | |
| loan balance | $ 0 |
deferred tax assets (Details) - USD ($) |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Income Tax Disclosure [Abstract] | ||
| Net Operating Loss Carry-Forward | $ 104,634 | $ 75,368 |
| Expected Income Tax Benefit from NOL Carry-Forward | 21,973 | 15,827 |
| Less: Valuation Allowance | (21,973) | (15,827) |
| Deferred Tax Asset, Net of Valuation Allowance |
STOCKHOLDERS’ EQUITY (Details Narrative) - shares |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Accounting Policies [Abstract] | ||
| common shares | 4,161,425 | 4,161,425 |
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