UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
For the transition period from __________ to __________
Commission File Number:
(Exact name of registrant as specified in its charter)
| EIN:
|
7374 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | (Primary Standard Industrial Classification Code Number) |
Email: main@elventix.com Tel.: + 1(
(Address and telephone number of registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]
Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ]
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 (Section 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 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 13(a) of the Exchange Act. Yes [ ]
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. Yes [ ]
Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A
The
aggregate market value of the voting stock of the registrant held by stockholders who were not affiliates (as defined by regulations
of the Securities and Exchange Commission) of the registrant was approximately $
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [X]
| Class | Outstanding as of August 31, 2026 |
| Common Stock: $0.001 |
TABLE OF CONTENTS
| PART I | ||
| Item 1. | Business | 4 |
| Item 1A. | Risk Factors | 7 |
| Item 1B. | Unresolved Staff Comments | 7 |
| Item 1C. | Cybersecurity | 7 |
| Item 2. | Properties | 7 |
| Item 3. | Legal Proceedings | 7 |
| Item 4. | Mine Safety Disclosures | 7 |
| PART II | ||
| Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 8 |
| Item 6. | [Reserved] | 8 |
| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 9 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 11 |
| Item 8. | Financial Statements and Supplementary Data | 11 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 11 |
| Item 9A. | Controls and Procedures | 11 |
| Item 9B. | Other Information | 12 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 12 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 13 |
| Item 11. | Executive Compensation | 13 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 14 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 14 |
| Item 14. | Principal Accountant Fees and Services | 15 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 16 |
| Item 16. | Form 10-K Summary | 16 |
| Signatures | 16 | |
| Index to Financial Statements | F-1 |
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements made in this Form 10-K 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 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 annual report and in our audited financial statements is stated in United States dollars and is prepared in accordance with United States generally accepted accounting principles.
3
PART I
Item 1. Business.
General
Elventix Technology Corporation ("Elventix ", the "Company", "we", "us" or "our") was incorporated under the laws of the State of Wyoming, U.S. on March 4, 2025 (Inception). The Company is an early-stage technology company focused on the development and commercialization of "Smarterest," a mobile news aggregation and content-curation application. The application is designed to aggregate and deliver current news content, with functionality supporting personalized information delivery.
In addition, the Company offers subscription-based access to an API that provides a selection of news sources, which are personalized and filtered. The Company's objective is to improve access to timely and relevant information while minimizing non-essential or excessive content. The API is designed to integrate into third-party platforms and workflows, providing structured, standardized and continuously updated access to news content.
During the fiscal year ended May 31, 2026 the Company recorded its first revenues of $3,359 from software and API sales, and recorded deferred revenue of $18,090 in respect of subscription periods that had not elapsed as of May 31, 2026.
Corporate Organization
The Company was formed as a Wyoming corporation. On May 15, 2025, the Company entered into an Application Sale Agreement with Smarterest Incorporated to acquire the "Smarterest" mobile application in full, including the underlying source code and all associated intellectual property rights. The acquisition was financed through a Promissory Note executed on the same date, later amended on November 13, 2025 to correct a reference and extend the maturity date to December 31, 2025. On December 31, 2025, Smarterest Incorporated assigned all of its rights, title and interest under the Promissory Note, including the outstanding principal amount of approximately $163,000, to 360 DIGITAL LLC. The Company received formal notice of the assignment and, following such notice, all payments under the Promissory Note are payable to 360 DIGITAL LLC. The assignment does not alter or discharge the Company's obligations under the Promissory Note, which remain in full force and effect. Following second amendment to Promissory Note signed on December 31, 2025, the maturity date was extended from December 31, 2025 to November 14, 2026.
The Company owns the Smarterest application and holds all exclusive, irrevocable rights to modify, develop, commercialize and license the technology. The Company's current principal address is Avinguda de Blondel, 21, 25002 Lleida, Spain.
Development Activities During the Fiscal Year
During the fiscal year ended May 31, 2026 the Company continued to build out the product. The Company capitalized website development costs of $25,200, of which $16,800 was placed in service in October 2025 and an $8,400 enhancement was placed in service in May 2026, and capitalized software refactoring and optimization costs of $50,395, which were placed in service in March 2026. The Company also incurred $5,500 of research and development expense, $16,800 of server rental expense and $5,600 of website support expense during the year.
Competitive Strengths
Comprehensive intellectual property ownership. The Company acquired full ownership of the Smarterest source code and all associated intellectual property rights, including derivative works, branding and future enhancements, which allows the Company to expand and commercialize the platform without licensing restrictions.
Multi-platform accessibility. The application is planned to be compatible with both Android and iOS devices, allowing broad user reach without additional platform integration costs.
Feature expansion capability. The Company plans to incorporate offline reading functionality, allowing users to download news articles and access content without an internet connection.
Flexible monetization model. The Company has already established its initial revenue channel through subscription-based access to an API. As development progresses, management intends to layer additional revenue streams upon the public launch of the mobile application, including multi-tiered consumer subscriptions and digital advertising.
Growth Strategies
The Company plans to enhance the existing codebase with the goal of releasing further versions of the "Smarterest" application on the App Store and Google Play Store. The Company intends to expand its market presence and user base both domestically and internationally, and to continue investing in technology and innovation to improve content personalization, expand content offerings, enhance user experience and optimize monetization strategies.
In the near term, the Company will focus on user acquisition, engagement and strategic partnerships to broaden content offerings. Over the medium term, the Company plans to pursue international expansion, localization and the application of emerging technologies, including artificial intelligence and machine learning. Over the long term, the Company aims to diversify revenue streams, expand into multimedia content, enhance AI-driven personalization and strengthen social and community features.
4
Competition
The market for news aggregation applications and content APIs is highly competitive and includes large, well-established platform operators as well as numerous smaller applications. Many of our competitors have substantially greater financial, technical and marketing resources than we do, longer operating histories, larger user bases and greater brand recognition. We expect competition to intensify.
Government Regulation
As a digital content aggregator and mobile application provider, the Company is subject to various legal and regulatory considerations, including intellectual property laws governing source code, trademarks and digital content; data privacy and protection laws applicable to user information; app store policies established by Apple and Google; potential AI-related regulatory frameworks as they evolve; and digital advertising and consumer protection standards. To date, the Company has not encountered regulatory barriers that would prevent its development activities; however, future regulatory changes may require modifications to business practices, software architecture or data storage protocols.
Employees
As of May 31, 2026, the Company does not have any full-time employees under employment agreements. The Company relies on technology consultants and third-party development firms for engineering, design, testing and administrative functions. The Company's board consists of Tallis Mateus Da Silva, who holds the positions of President, Director, Treasurer and Secretary, and Jose Alejandro Bejarano Velasquez, Director.
Available Information
Our website address is elventix.com. We file annual, quarterly and current reports and other information with the SEC. The SEC maintains an internet site at www.sec.gov that contains reports and other information regarding issuers that file electronically with the SEC.
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
The Company is an early-stage company with no employees and limited information technology infrastructure. The Company has not established a formal, documented cybersecurity risk management program, and does not currently have a board committee or a management position specifically responsible for the assessment and management of material risks from cybersecurity threats; these functions are performed by our sole executive officer. To date, the Company has not experienced any cybersecurity incident that has materially affected, or is reasonably likely to materially affect, its business strategy, results of operations or financial condition.
Item 2. Properties.
The Company's current principal address is Avinguda de Blondel, 21, 25002 Lleida, Spain. The Company's principal asset is the Smarterest mobile application and related intellectual property.
Item 3. Legal Proceedings.
The Company was not subject to any legal proceedings during the period from March 4, 2025 (Inception) to May 31, 2026 and no legal proceedings are currently pending or threatened to the best of our knowledge.
Item 4. Mine Safety Disclosures.
Not applicable.
5
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
There is no established public trading market for our common stock. Our common stock is not quoted on any exchange or quotation system.
Holders of Record
As of May 31, 2026, there were 5,797,500 shares of common stock issued and outstanding held by 31 holders of record.
Dividends
The Company has never declared or paid any cash dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future. The Company has not adopted any policy regarding the payment of dividends.
Securities Authorized for Issuance Under Equity Compensation Plans
The Company has no equity compensation plans.
Use of Proceeds from Registered Securities
During the fiscal year ended May 31, 2026, the Company issued 1,297,500 shares of common stock at $0.03 per share for total cash proceeds of $38,925 pursuant to the Company's registration statement on Form S-1.
Issuer Purchases of Equity Securities
During the fiscal year ended May 31, 2026, the Company did not repurchase any shares of its common stock.
Item 6. [Reserved].
Not applicable.
6
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with our audited financial statements and the related notes appearing elsewhere in this annual report. The Company has a fiscal year ending May 31. The comparative prior period presented is the period from March 4, 2025 (Inception) through May 31, 2025, a period of less than three months, and accordingly a comparison of the two periods is of limited usefulness.
Results of Operations
Fiscal year ended May 31, 2026 compared to the period from March 4, 2025 (Inception) to May 31, 2025
Revenues. For the fiscal year ended May 31, 2026 the Company generated revenues of $3,359, compared to no revenues in the prior period. In addition, as of May 31, 2026 the Company had deferred revenue of $18,090 relating to subscription periods that had not yet elapsed.
Operating expenses. Total operating expenses for the fiscal year ended May 31, 2026 were $111,915, compared to $199 for the period from March 4, 2025 (Inception) to May 31, 2025. Operating expenses for fiscal 2026 consisted of amortization expense of $48,211, professional fees of $35,516, server rental of $16,800, website support expense of $5,600, research and development expense of $5,500, bank service charges of $226 and business licenses and permits of $62.
Net loss. The Company recorded a net loss of $108,556 for the fiscal year ended May 31, 2026, compared to a net loss of $199 for the period from March 4, 2025 (Inception) to May 31, 2025.
Loss per share. Basic and diluted net loss per share was $(0.02) for the fiscal year ended May 31, 2026, based on a weighted average of 5,008,336 shares outstanding, compared to $(0.00) based on 808,989 weighted average shares in the prior period.
Liquidity and Capital Resources
As of May 31, 2026, we had cash of $1,421 (May 31, 2025: $2,500), total assets of $255,343 (May 31, 2025: $215,038), total liabilities of $320,673 (May 31, 2025: $210,737) and a total stockholders' deficit of $(65,330), compared to stockholders' equity of $4,301 as of May 31, 2025.
Our liabilities as of May 31, 2026 consisted of accounts payable of $199, deferred revenue of $18,090, a promissory note payable of $163,000 and a related-party loan payable of $139,384.
The available capital reserves of the Company are not sufficient for the Company to remain operational. The Company depends on continued financial support from its CEO and director under the loan agreement described in Note 8 to the financial statements, and on its ability to raise additional capital.
Cash used in operating activities. Net cash used in operating activities for the fiscal year ended May 31, 2026 was $56,056, compared to $199 in the prior period.
Cash used in investing activities. Net cash used in investing activities for the fiscal year ended May 31, 2026 was $75,595, consisting of capitalized website development costs of $25,200 and capitalized software refactoring costs of $50,395. In the prior period, net cash used in investing activities was $212,538 in connection with the acquisition of the Smarterest application.
Cash provided by financing activities. Net cash provided by financing activities for the fiscal year ended May 31, 2026 was $130,572, consisting of proceeds from the related-party loan of $117,185 and proceeds from the issuance of common stock of $38,925, partially offset by repayments of the promissory note payable of $25,538. In the prior period, net cash provided by financing activities was $215,237.
Going Concern
The Company incurred a net loss of $108,556 for the fiscal year ended May 31, 2026 and has an accumulated deficit of $108,755 as of May 31, 2026, and further losses are anticipated in the development of its business. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management plans to finance operational expenses for the next twelve months by using available cash on hand, as well as loans from directors and/or a private offering of common stock.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses. We believe the most significant estimates relate to the estimated useful lives of intangible assets, the assessment of the recoverability of long-lived assets and the determination of the amount of revenue to be deferred at each reporting date. Actual results could differ from these estimates.
7
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 8. Financial Statements and Supplementary Data.
The financial statements required by this Item, together with the report of the independent registered public accounting firm, are set forth on pages F-1 through F-12 of this report and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There have been no changes in or disagreements with our independent registered public accounting firm on accounting and financial disclosure.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation as of May 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(e) 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 by 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 as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
Management assessed the effectiveness of our internal control over financial reporting as of May 31, 2026 based on the criteria set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management concluded that our internal control over financial reporting was not effective as of May 31, 2026 due to the following material weaknesses:
We do not have an adequate internal control structure or adequate oversight over financial reporting. The Company has one member of management who is also a director, and therefore the Company lacks adequate segregation of duties. The Company has no audit committee, and the board of directors acts in that capacity without a member who is independent of management.
We have not employed individuals with the necessary accounting knowledge and expertise to ensure accurate financial reporting under U.S. GAAP, and we rely on outside consultants for the preparation of our financial statements.
We lack appropriate information technology controls. The Company retains copies of all financial data and material agreements; however, there is no formal documented procedure or evidence of routine backup of the Company's data or off-site storage of data.
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting because the Company is a non-accelerated filer and, as such, is not required to provide such a report.
Changes in Internal Control Over Financial Reporting
Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting during the fiscal year ended May 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
8
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth the name, age and position of our executive officer and directors:
| Name | Age | Position |
| Tallis Mateus Da Silva | 27 | President, Director, Treasurer and Secretary (Principal Executive, Financial and Accounting Officer) |
| Jose Alejandro Bejarano Velasquez | 31 | Director |
Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.
Tallis Mateus Da Silva
Mr. Da Silva has served as our President, Treasurer, Secretary, and Director since 4 March, 2025, which is his current occupation.
Experience:
Mr. Da Silva has over 6 years of experience in marketing and digital product management. From 2018 to 2021, he worked as a Marketing Analyst at Agencia W360, a digital marketing agency based in Sao Paulo, Brazil, where he specialized in online brand promotion and SEO strategy. From 2021 to 2024, he continued his career as a Product Manager at Xplora Digital SL, a local digital services company offering marketing and IT platforms to SMEs and startups.
Education:
Mr. Da Silva earned a Bachelor’s Degree in Marketing from Pontifícia Universidade Catolica de Goias in 2018.
Based on the above, we believe that Mr. Da Silva has the necessary skills and experience to serve as a director of the Company.
Jose Alejandro Bejarano Velasquez
Mr. Bejarano Velasquez has served as our Director since April 22, 2025.
Experience:
Mr. Bejarano Velasquez has over 7 years of experience in information technology and project management. From 2016 to 2022, he worked as a Technology Consultant at Globant S.A., a multinational IT and software development firm, where he was responsible for managing cross-border client accounts in Latin America. Since 2022, Mr. Bejarano Velasquez has worked as a Project Lead at Open Tech Labs SL, focusing on the implementation of AI-driven systems for digital marketing.
Education:
Mr. Bejarano Velasquez earned a Bachelor’s Degree in Business Administration with a focus on Information Systems from Universidad de los Andes (Bogota, Colombia) in 2015.
9
Family Relationships
There are no family relationships among our directors and executive officers.
Involvement in Certain Legal Proceedings
During the past ten years, neither Tallis Mateus Da Silva (President, Director, Treasurer and Secretary) nor Jose Alejandro Bejarano Velasquez (Director) has been involved in any of the legal proceedings described in Item 401(f) of Regulation S-K, including bankruptcy petitions, criminal convictions, court orders or injunctions limiting business activities, or findings of violations of federal or state securities or commodities laws.
Board Committees and Director Independence
We do not have a separately designated audit, compensation or nominating committee. The functions of such committees are performed by our board of directors as a whole. We do not have an "audit committee financial expert" as that term is defined in Item 407(d)(5) of Regulation S-K, because we have not been able to attract a qualified independent director to serve in that capacity.
Code of Ethics
We have not adopted a code of ethics that applies to our principal executive officer and principal financial officer.
Insider Trading Policy
We have not adopted an insider trading policy.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act is not applicable to the Company because the Company does not have a class of securities registered under Section 12 of the Exchange Act.
Item 11. Executive Compensation.
The following table sets forth the compensation earned by our named executive officers for the fiscal year ended May 31, 2026 and for the period from March 4, 2025 (Inception) to May 31, 2025:
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Comp. ($) | Total ($) |
| Tallis Mateus Da Silva, President, Treasurer, Secretary and Director | 2026 | -0- | -0- | -0- | -0- | -0- |
| Jose Alejandro Bejarano Velasquez, Director | 2026 | -0- | -0- | -0- | -0- | -0- |
No compensation has been paid or accrued to our officers or directors since inception. We have no employment agreements and no pension, retirement, stock option or other benefit plans.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth information regarding beneficial ownership of our common stock as of May 31, 2026, based on 5,797,500 shares of common stock issued and outstanding.
| Name and Address of Beneficial Owner | Title of Class | Shares Beneficially Owned | Percent of Class |
| Tallis Mateus Da Silva, Carretera Gausac, n14 2-2, 25530 Lleida, Spain | Common Stock | 4,500,000 | 77.62% |
|
Jose Alejandro Bejarano Velasquez, C Bonavista 27 P02 3, Cornella Re Llobregat, 08940, Barcelona, Spain |
Common Stock | 0 | 0 |
| All officers and directors as a group (2 persons) | Common Stock | 4,500,000 | 77.62% |
10
Item 13. Certain Relationships and Related Transactions, and Director Independence.
On May 15, 2025, the Company issued 4,500,000 shares of its common stock at $0.001 per share for total proceeds of $4,500 received from its CEO and director.
The Company's CEO and director has provided working capital advances to the Company under a loan agreement pursuant to which the CEO committed to provide up to $200,000 of financial support over a five-year period. The commitment was subsequently increased to $300,000 by amendment in order to cover the repayment of the promissory note. The loan is intended for working capital purposes, is unsecured, interest-free, and has no fixed repayment terms other than the stated maturity date of May 4, 2030. During the fiscal year ended May 31, 2026, the CEO advanced a net amount of $117,185 to the Company. As of May 31, 2026 and May 31, 2025, the amount due to the related party was $139,384 and $22,199, respectively.
Included in the advances described above are payments of $30,015 made by the CEO directly to a third-party software development vendor on behalf of the Company.
Item 14. Principal Accountant Fees and Services.
Our independent registered public accounting firm is LAO Professionals (PCAOB ID 7057). The following table sets forth the fees billed for professional services rendered for the fiscal year ended May 31, 2026 and the period ended May 31, 2025:
| Fee Category | Fiscal 2026 | Fiscal 2025 |
| Audit fees | $8,600 | - |
| Tax fees | - | - |
| All other fees | - | - |
| Total | - | - |
Audit fees consist of fees for professional services rendered in connection with the audit of our annual financial statements, the review of our quarterly financial statements included in our Quarterly Reports on Form 10-Q, and consents and other services in connection with SEC filings.
Pre-approval policies. Our board of directors, acting in the capacity of the audit committee, pre-approves all audit and permitted non-audit services provided by our independent registered public accounting firm.
11
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a)(1) Financial Statements. The following financial statements are filed as part of this report:
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 7057) | F-1 |
| Balance Sheets as of May 31, 2026 and May 31, 2025 | F-2 |
| Statements of Operations for the year ended May 31, 2026 and for the period from March 4, 2025 (Inception) to May 31, 2025 | F-3 |
| Statements of Changes in Stockholders' Equity (Deficit) | F-4 |
| Statements of Cash Flows | F-5 |
| Notes to the Financial Statements | F-6 - F-10 |
(a)(2) Financial Statement Schedules. All schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto.
(a)(3) Exhibits.
Item 16. Form 10-K Summary.
None.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| ELVENTIX TECHNOLOGY CORPORATION | |
| Date: August 31, 2026 | By: /s/ Tallis Mateus Da Silva Name: Tallis Mateus Da Silva Title: President, Director, Treasurer and Secretary (Principal Executive, Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
| /s/ Tallis Mateus Da Silva Tallis Mateus Da Silva |
President, Director, Treasurer and Secretary (Principal Executive, Financial and Accounting Officer) | August 31, 2026 |
| /s/ Jose Alejandro Bejarano Velasquez Jose Alejandro Bejarano Velasquez |
Director | August 31, 2026 |
13
ELVENTIX TECHNOLOGY CORPORATION
INDEX TO FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (PCAOB ID: |
F-1 |
| Balance Sheets as of May 31, 2026 and May 31, 2025 | F-2 |
| Statements of Operations | F-3 |
| Statements of Changes in Stockholders' Equity (Deficit) | F-4 |
| Statements of Cash Flows | F-5 |
| Notes to the Financial Statements | F-6 - F-10 |
14
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Elventix Tech Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Elventix Tech Corp. (the ‘Company’) as of May 31, 2026, and 2025, and the related statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for period ended May 31, 2026 and 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2026, and 2025, and the results of its operations and its cash flows for each of the period ended May 31, 2026, and 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in Note 2, the Company incurred a net loss of $108,556 for the fiscal year ended May 31, 2026 and had an accumulated deficit of $108,755 as of that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 2 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
Related party balances and transactions
As disclosed in Note 8 of the financial statements, during the year ended May 31, 2026, the Company received significant financial support from its Chairman/CEO amounting to $117,185 and by the fiscal year end; the amount due to him as a related party was $139,384.
We identified the accounting for and disclosure of these related-party transactions and financing arrangements as a critical audit matter for the following reasons:
| · | The amount involved is material to the financial statements. |
| · | The auditor’s judgement was involved in assessing the sufficiency of the procedures performed to identify related parties and related party transactions of the company |
How we addressed the Critical Audit Matters in the Audit
| · | Conducted background checks and reviewed other public research sources for information related to transactions between the Company and its related parties |
| · | Obtained and reviewed the loan agreement and subsequent amendment and evaluated the terms and conditions of the arrangements. |
| · | Confirmed the amounts due to the related party directly with the Chairman/CEO. |
| · | Tested advances received and payments made by the Chairman/CEO on behalf of the Company to supporting documentations. |
| · | Examined the Company's bank statements and other relevant records to verify the receipt and application of funds. |
| · | Evaluated the adequacy of the Company's related-party disclosures and the disclosure of the financing arrangements and commitments. |
/S/ Lateef Awojobi
(PCAOB ID 7057)
We have served as the Company’s auditor since 2025.
August 31, 2026
F-1
ELVENTIX TECHNOLOGY CORPORATION
BALANCE SHEETS
| May 31, 2026 | May 31, 2025 | |
| (audited) | (audited) | |
| ASSETS | ||
| Current Assets | ||
| Cash and cash equivalents | $ |
$ |
| Prepaid expenses | ||
| Total Current Assets | ||
| Other Assets | ||
| Intangible assets, net | ||
| Total Other Assets | ||
| TOTAL ASSETS | $ |
$ |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||
| Current Liabilities | ||
| Accounts payable | $ |
$ |
| Deferred revenue | ||
| Promissory note payable | ||
| Related party loan payable | ||
| Total Current Liabilities | ||
| Long-Term Liabilities | ||
| Related party loan payable | ||
| Total Long-Term Liabilities | ||
| Total Liabilities | ||
| Commitments and Contingencies (Note 7) | ||
| Stockholders' Equity (Deficit) | ||
| Common stock, $ par value; shares authorized; and shares issued and outstanding as of May 31, 2026 and May 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 financial statements.
F-2
ELVENTIX TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
| For the year ended May 31, 2026 | March 4, 2025 (Inception) to May 31, 2025 | |
| Revenues | $ |
$ |
| Total Revenues | ||
| Operating Expenses | ||
| Amortization expense | ||
| Professional fees | ||
| Server rental | ||
| Website support expense | ||
| Research and development expense | ||
| Bank service charges | ||
| Business licenses and permits | ||
| Total Operating Expenses | ||
| Net loss from operations | ( |
( |
| Other income (expense) | ||
| Provision for income taxes | ||
| Net Loss | $ ( |
$ ( |
| Net loss per common share — basic and diluted | $ ( |
$ ( |
| Weighted average number of common shares outstanding — basic and diluted |
The accompanying notes are an integral part of these financial statements.
F-3
ELVENTIX TECHNOLOGY CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
For the year ended May 31, 2026 and for the period from March 4, 2025 (Inception) to May 31, 2025
| Number of Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total | |
| Balance as of March 4, 2025 (Inception) | $ | $ | $ | $ | |
| Common shares issued for cash at $0.001 per share | |||||
| Net loss for the period | — | ( |
( | ||
| Balance as of May 31, 2025 | $ |
$ | $ ( |
$ | |
| Common shares issued for cash at $0.03 per share | |||||
| Net loss for the year | — | ( |
( | ||
| Balance as of May 31, 2026 | $ |
$ |
$( |
$( |
The accompanying notes are an integral part of these financial statements.
F-4
ELVENTIX TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS
| For the year ended May 31, 2026 | March 4, 2025 (Inception) to May 31, 2025 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net loss | $ ( |
$ ( |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Amortization | ||
| Changes in operating assets and liabilities: | ||
| Increase in prepaid expenses | ( |
|
| Increase in accounts payable | ||
| Increase in deferred revenue | ||
| Net cash used in operating activities | ( |
( |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisition of mobile application | ( | |
| Capitalized website development costs | ( |
|
| Capitalized software refactoring costs | ( |
|
| Net cash used in investing activities | ( |
( |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from promissory note payable | ||
| Repayments of promissory note payable | ( |
|
| Proceeds from related party loan payable | ||
| Proceeds from issuance of common stock | ||
| Net cash provided by financing activities | ||
| NET INCREASE (DECREASE) IN CASH | ( |
|
| CASH, BEGINNING OF PERIOD | ||
| CASH, END OF PERIOD | $ |
$ |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
| Cash paid for interest | $ | $ |
| Cash paid for income taxes | $ | $ |
The accompanying notes are an integral part of these financial statements.
F-5
ELVENTIX TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2026
NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS
ELVENTIX TECHNOLOGY CORPORATION ("the Company") was incorporated under the laws of the State of Wyoming, U.S. on March 4, 2025 (Inception). The Company is to provide customers with a user-focused mobile application, Smarterest, that delivers up-to-date news content tailored to individual preferences. The Company has acquired the mobile application "Smarterest". The application is designed to aggregate and deliver current news content, with functionality supporting personalized information delivery.
In addition, the Company offers subscription-based access to an API that provides a selection of news sources, which are personalized and filtered. The Company's objective is to improve access to timely and relevant information while minimizing non-essential or excessive content.
The Company has adopted a May 31 fiscal year end. The comparative period presented is the period from March 4, 2025 (Inception) to May 31, 2025.
NOTE 2 — GOING CONCERN
The financial statements have been prepared on a going concern basis, which contemplates that the Company will be able to settle its obligations and make use of its assets in the ordinary course of business in the foreseeable future. However, the Company incurred a net loss of $108,556 for the year ended May 31, 2026 and has an accumulated deficit of $108,755 as of May 31, 2026, and further losses are anticipated in the development of its business. As a result, there is substantial doubt about the Company's ability to continue as a going concern.
The Company's capacity to operate as a going concern is reliant on its ability to generate profitable operations in the future and/or to secure the required funding to meet its obligations and settle liabilities resulting from standard business operations when they become due. Management plans to finance operational expenses for the next twelve months by using available cash on hand, as well as loans from directors and/or a private offering of common stock. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and are presented in U.S. dollars. The Company has adopted a May 31 fiscal year end.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid instruments
purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
As of May 31, 2026 and May 31, 2025, the Company's cash balances were $
Prepaid Expenses
Prepaid expenses represent amounts paid to secure
the use of assets or the receipt of services at a future date. When the prepaid expenses are consumed, they are charged to expense. As
of May 31, 2026 and May 31, 2025, prepaid expenses amounted to $
F-6
Fair Value of Financial Instruments
ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value: Level 1, observable inputs such as quoted prices in active markets; Level 2, inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying value of cash, accounts payable, the promissory note payable and the loan from the Company's shareholder approximates fair value due to their short-term nature.
Intangible Assets
The Company follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed be expensed in the period incurred unless the requirements for technological feasibility have been established. The Company amortizes capitalized costs using the straight-line method over the estimated economic life of the product, commencing when the asset is placed in service. See Note 6.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate that carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets.
Promissory Note Payable
On May 15, 2025, the Company issued a promissory note to Smarterest Incorporated in exchange for the Smarterest mobile application in the amount of $188,538. The note is non-interest-bearing. In accordance with ASC 470, Debt, the Company has recognized the promissory note at its face value as the impact of discounting is immaterial. No interest expense was recorded in connection with this note. See Note 8.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification No. 606, "Revenue from Contracts with Customers" ("ASC 606"), which directs entities to recognize revenue when the promised goods or services are transferred to the customer, in an amount that reflects the consideration to which the entity expects to be entitled. The Company applies the five-step model: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
The Company offers API keys that grant access to a limited number of API calls. Customers select a pricing plan on the Company's website and contact the Company. The Company's policy requires payment upon issuance of an invoice. Once payment is received, the API key is delivered via email. API access is provided in the form of a unique, non-transferable key. Revenue is recognized ratably over the specified period during which the customer is granted access to the software.
During the year ended May 31, 2026, the Company
recognized revenue of $
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 "Earnings per Share", which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. The Company has no potential dilutive instruments, and therefore basic and diluted earnings (loss) per share are equal.
F-7
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods presented.
Recent Accounting Pronouncements
The Company has reviewed all recent accounting pronouncements issued through the date of issuance of these financial statements and does not believe any will have a material impact on the Company's financial results, other than as described below.
ASU 2023-09, Improvements to Income Tax Disclosures. Effective for annual periods beginning after December 15, 2025, this update requires a disaggregated rate reconciliation and disclosure of income taxes paid. The Company expects increased disclosure but no impact on financial results.
ASU 2024-03, Disaggregation of Income Statement Expenses. Effective for annual periods beginning after December 15, 2026, this update requires tabular disclosure of key expense components. The Company expects increased disclosure but no impact on financial results.
NOTE 4 — COMMON STOCK
The Company has 75,000,000 common shares authorized with a par value of $0.001 per share.
On May 15, 2025, the Company issued 4,500,000 shares of its common stock at $0.001 per share for total proceeds of $4,500 received from its CEO and director.
During the year ended May 31, 2026, the Company issued 1,297,500 shares of common stock at $0.03 per share for total cash proceeds of $38,925, of which $1,298 was recorded as common stock and $37,627 as additional paid-in capital.
There were and shares of common stock issued and outstanding as of May 31, 2026 and May 31, 2025, respectively.
NOTE 5 — INTANGIBLE ASSETS
During the period ended May 31, 2025, the Company acquired the Smarterest mobile application for $212,538. The application was placed in service in June 2025 and is being amortized on a straight-line basis over an estimated useful life of 60 months.
During the year ended May 31, 2026, the Company capitalized website development costs of $25,200 and software refactoring costs of $50,395. Website development costs of $16,800 were placed in service in October 2025 and are being amortized over 36 months; an enhancement of $8,400 was placed in service in May 2026 and is being amortized over the remaining useful life of the underlying asset of 29 months. Software refactoring costs of $50,395 were placed in service in March 2026 and are being amortized over 60 months.
Amortization expense was $
Intangible assets consisted of the following:
| As of May 31, 2026 | As of May 31, 2025 | |
| Application | $ 212,538 | $ 212,538 |
| Website development | 25,200 | — |
| Software refactoring | 50,395 | — |
| Total cost | 288,133 | 212,538 |
| Accumulated amortization | (48,211) | — |
| Intangible assets, net | $ |
$ |
F-8
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Contractual Commitments
On January 8, 2026, the Company incurred a contractual
payment commitment of $50,415 in connection with software optimization. As of May 31, 2026, capitalized software refactoring costs amounted
to $
Litigation
The Company was not subject to any legal proceedings during the period from March 4, 2025 (Inception) to May 31, 2026 and no legal proceedings are currently pending or threatened to the best of our knowledge.
NOTE 7 — PROMISSORY NOTE PAYABLE
On May 15, 2025, the Company issued a non-interest-bearing promissory note to Smarterest Incorporated in the amount of $188,538 in exchange for the Smarterest mobile application, with an original maturity date of November 14, 2025. On November 13, 2025, the promissory note was amended to extend the maturity date to December 31, 2025.
On December 31, 2025, Smarterest Incorporated assigned all of its rights, title and interest under the promissory note, including the outstanding principal balance of approximately $163,000, to 360 DIGITAL LLC pursuant to an Assignment of Rights under a Promissory Note. The Company received formal notice of such assignment. Following the assignment, the Company is obligated to make all payments under the promissory note to 360 DIGITAL LLC. The assignment does not modify, discharge or otherwise affect the Company's obligations under the promissory note, which remain in full force and effect. Following second amendment to Promissory Note signed on December 31, 2025, the maturity date was extended from December 31, 2025 to November 14, 2026.
If the Company defaults at maturity, the entire principal becomes immediately due and payable at the lender's discretion, and while no interest shall accrue on overdue amounts, the Company is obligated to fully repay the principal and reimburse the lender for all reasonable collection costs, including attorneys' fees.
During the year ended May 31, 2026, the Company
repaid $25,538 of principal. As of May 31, 2026 and May 31, 2025, the promissory note payable was $
NOTE 8 — RELATED PARTY TRANSACTIONS
To support the Company's financial needs, the Company may obtain advances from related parties until such time as it can sustain its operations or secure sufficient funding through the sale of its equity or traditional debt financing. Shareholders and directors have not made a written commitment for continued support beyond the loan agreement described below, and the amounts involved represent advances or payments made to settle liabilities.
The Company's CEO and director has entered into a loan agreement (the "Loan Agreement") under which the CEO committed to provide up to $200,000 of financial support over a five-year period. The CEO subsequently signed an amendment to the Loan Agreement dated August 1, 2025 increasing the commitment to $300,000 in order to cover the repayment of the promissory note. The loan is intended for working capital purposes, is unsecured, interest-free, and has no fixed repayment terms other than the stated maturity date of May 4, 2030. The Company determined that no imputed interest was required to be recognized for this related party loan as the loan is interest-free and does not contain terms requiring recognition of imputed interest.
As of May 31, 2026 and May 31, 2025, the
amount due to the related party was $
On May 15, 2025, the Company issued 4,500,000 shares of its common stock at $0.001 per share for total proceeds of $4,500 received from its CEO and director.
F-9
NOTE 9 — INCOME TAX PROVISION
As of May 31, 2026, the Company had net operating loss ("NOL") carry-forwards for U.S. federal income tax purposes of approximately $108,755. No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying financial statements, as management believes that the realization of the Company's net deferred tax assets of approximately $22,838 was not considered more likely than not, and accordingly the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance.
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding their realization.
Components of deferred tax assets are as follows:
| Year Ended May 31, 2026 | Period Ended May 31, 2025 | |||
| Net deferred tax asset, non-current: | ||||
| Net operating loss carry-forward | $ | 108,755 | $ | 199 |
| Effective tax rate | 21% | 21% | ||
| Expected income tax benefit from NOL carry-forward | ||||
| Less: valuation allowance | ( |
( | ||
| Deferred tax asset, net of valuation allowance | $ | $ |
The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the year ended May 31, 2026 and the period ended May 31, 2025 as follows:
| Year Ended May 31, 2026 | Period Ended May 31, 2025 | |||
| Computed "expected" tax benefit | $ | ( |
$ | ( |
| Change in valuation allowance | ||||
| Actual tax expense (benefit) | $ | $ |
NOTE 10 — SUBSEQUENT EVENTS
The Company has evaluated subsequent events from May 31, 2026 through August 31, 2026, the date the financial statements were issued, and has determined that there are no items to disclose.
F-10