UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Amendment No. 1
For the quarterly period ended
For the transition period from __________ to __________
Commission file number
(Exact name of registrant as specified in its charter)
| 7374 | | |||
| (State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Number) | (IRS Employer Identification Number) | ||
| +1 |
generaloffice@readvantage.tech
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer ( )
|
Large 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 February 11, 2026.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q (the “Amendment”) amends the Quarterly Report on Form 10-Q for the period ended September 30, 2025, which was originally filed with the Securities and Exchange Commission on November 4, 2025 (the “Original Filing”).
The sole purpose of
No other amendments are being made to the financial statements or disclosures contained in the original filing. The correction does not impact total shareholders' equity, net loss, earnings per share, cash flows or any other primary financial statement line item.
READVANTAGE CORP.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Financial Statements (Unaudited) | 3 |
| Condensed Balance Sheets as of September 30, 2025 (Unaudited) and June 30, 2025 | 4 | |
| Condensed Statements of Operations for the three months ended September 30, 2025 and 2024 (Unaudited) | 5 | |
| Condensed Statements of Comprehensive income for the three months ended September 30, 2025 and 2024 (Unaudited) | 6 | |
| Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three months September 30, 2025 and 2024 (Unaudited) | 7 | |
| Condensed Statements of Cash Flows for the three months ended September 30, 2025 and 2024 (Unaudited) | 8 | |
| Notes to the Condensed Financial Statements | 9 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 17 |
| Item 4. | Controls and Procedures | 17 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 18 |
| Item 1A | Risk Factors | 18 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
| Item 3. | Defaults Upon Senior Securities | 18 |
| Item 4. | Submission of Matters to a Vote of Securities Holders | 18 |
| Item 5. | Other Information | 18 |
| Item 6. | Exhibits | 18 |
| Signatures | 18 | |
2
PART 1 – FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying interim financial statements of Readvantage Corp. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted 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.
3
READVANTAGE CORP.
CONDENSED BALANCE SHEETS
| September 30, 2025 | June 30, 2025 | ||||
| ASSETS | (Unaudited) | ||||
| Current Assets | |||||
| Cash and cash equivalents | $ | $ | |||
| Other current assets | |||||
| Prepaid Expenses | |||||
| Total Current Assets | |||||
| Other Current Assets | |||||
| Intangible Assets, net | |||||
| Total Other Current Assets | |||||
| Total Assets |
$ |
|
$ | ||
| LIABILITIES AND STOCKHOLDERS` EQUITY | |||||
| Current Liabilities | |||||
| Accrued and other liabilities | $ | $ | |||
| Deferred revenue | |||||
| Provision for taxation - net | |||||
| Loan from director | |||||
| Total Current Liabilities | |||||
| Total Liabilities |
$ |
|
$ | ||
| CONTINGENCIES AND COMMITMENTS | |||||
| SHARE CAPITAL AND RESERVES | |||||
| Stockholders` Equity (Deficit) | |||||
Common Stock, $ par value, shares authorized, and shares issued and outstanding at September 30, 2025 and June 30,2025, respectively |
|
||||
| Additional paid in capital |
|
||||
| Accumulated Deficit | ( |
( | |||
| Total Stockholders` Equity (Deficit) |
( |
( | |||
| TOTAL LIABILITIES AND STOCKHOLDERS` EQUITY (DEFICIT) |
$ |
|
$ | ||
The annexed notes form an integral part of these financial statements.
4
READVANTAGE CORP.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| Three months ended September 30, 2025 | Three months ended September 30, 2024 | |||
| NET REVENUE |
$ |
|
$ |
|
| DIRECT OPERATING COSTS | ||||
| Other operating costs | ( |
( | ||
| Depreciation and amortization | ( |
( | ||
| Other expenses | ( |
( | ||
| OPERATING LOSS | ( |
( | ||
| OTHER: | ||||
| Other income - net | ||||
| Finance cost | ||||
| LOSS BEFORE TAXATION |
( |
( | ||
| Taxation | ||||
| NET LOSS | $ | ( |
$ | ( |
| NET LOSS PER SHARE: BASIC AND DILUTED |
$ |
( |
$ |
( |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
|
|
The annexed notes form an integral part of these financial statements.
5
READVANTAGE CORP.
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| Three months ended September 30, 2025 | Three months ended September 30, 2024 | |||
| NET LOSS | $ |
( |
$ |
( |
| Items that will not be reclassified to profit or loss: | ||||
| Other Comprehensive income (loss) - net of tax |
|
|||
| COMPREHENSIVE LOSS |
$ |
( |
$ |
( |
The annexed notes form an integral part of these financial statements.
6
READVANTAGE CORP.
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
|
|
Common Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income (loss) |
Accumulated deficit |
Total | ||||||||||
| Shares | Amount |
|
|||||||||||||
| Balance as of June 30, 2024 | $ |
$ |
|
$ | ( |
$ | ( |
$ | ( |
||||||
| Net loss | - |
|
( |
( |
( |
||||||||||
| Common stock |
- |
|
|
|
|
|
|||||||||
| Other comprehensive income (loss) for the year - net of tax | - | ||||||||||||||
| Balance as of September 30, 2024 |
|
$ |
|
$ |
|
$ |
( |
$ |
( |
$ |
( |
||||
| Balance as of June 30, 2025 |
|
$ |
|
$ |
|
$ |
( |
$ |
( |
$ |
( |
||||
| Net loss | - |
|
( |
( |
( |
||||||||||
| Common stock |
|
||||||||||||||
| Other comprehensive income (loss)- net of tax | - |
|
|||||||||||||
| Balance as of September 30, 2025 | $ |
|
$ |
|
$ |
( |
$ |
( |
$ |
( |
|||||
The annexed notes form an integral part of these financial statements.
7
READVANTAGE CORP.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| Three months ended September 30, 2025 | Three months ended September 30, 2024 | ||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
| Net Loss | $ | ( |
$ | ( | |||
| Adjustment for non-cash charges and other items: | |||||||
| Depreciation and amortization | |||||||
| Changes in operating assets and liabilities: | |||||||
| Increase / (Decrease) in non-current liabilities and assets: | |||||||
| Prepaid expenses | $ | ( |
$ | ||||
| Accrued and other liabilities | ( |
( | |||||
| Deferred revenue | ( |
||||||
| Net cash used in operating activities | ( |
( | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
| Purchase of intangible | ( | ||||||
| Net cash used in investing activities | ( | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
| Common Stock | |||||||
| Loan from director | |||||||
| Additional paid in capital | |||||||
| Net cash generated from financing activities | |||||||
| Net Increase in Cash and Cash Equivalents | ( |
||||||
| Cash and cash equivalent at the beginning of the period |
| ||||||
| Cash and cash equivalent at the end of the period | $ |
$ |
| ||||
The annexed notes form an integral part of these financial statements.
8
READVANTAGE CORP.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
1. Legal status and nature of business
1.1 Readvantage Corp.
Readvantage Corp. ("The Company") is a Nevada Corporation, incorporated on August 11, 2023. The company is a corporation organized under the laws of the State of Nevada with current registration address at 801 Travis Street, Suite 2101, Houston, TX 77002.
2. Basis of Preparation of Financial Statements
2.1 Basis of Presentation
We have prepared financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
2.2 Intangible Assets
Intangible assets are subject to amortization and are amortized using the straight-line method over their estimated period of benefit. The recoverability of intangible assets is evaluated periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.
2.3 Cash and Cash Equivalent
For purposes of the statements of cash flows, the Company considers cash in hand and cash at bank along with all highly liquid investments available for current use with an initial maturity of three months or less to be cash equivalents.
2.4 Capital Stock
The Company has 75,000,000 common shares authorized with a par value of $0.001 per share. 4,927,600 shares of common stock were issued and outstanding as at June 30, 2025 and 6,947,400 at September 30, 2025.
2.5 Revenue Recognition
The revenue is recognized when promised goods or services are transferred to the customer, with the recognized amount equaling the total consideration expected in return. The FASB's five-step approach for revenue recognition is as follows:
| - | Identify the customer contract. |
| - | Identify contract performance obligations. |
| - | Determine the transaction price. |
| - | Allocate the transaction price to performance obligations. |
| - | Recognize revenue when performance obligations are fulfilled. |
Readvantage Corp. is a company that provides access to a library of books enhanced with bionic reading technology. Company generates revenue by offering an API service that allows developers and companies to integrate bionic reading technology into their own platforms. This API service is offered through three different pricing plans with varying levels of access and functionality.
We provide access to our API featuring bionic reading technology for developers and businesses looking to integrate this cutting-edge functionality into their platforms. For this service, we offer three subscription-based Tariff Plans, each providing varying levels of access and features. These plans are presented on our website at https://readvantage.tech.
The subscription revenue of $
9
The Company presents basic and diluted earnings per share ("EPS") data for its ordinary shares. The basic EPS is calculated by dividing (a) by (b):
a. The income attributable to common shareholders.
b. The weighted-average number of common shares outstanding
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for the effects of all dilutive potential ordinary shares. There are no dilutive instruments at reporting date.
2.7 Deferred Revenue
Deferred revenue represents billing in excess of revenue earned on contracts and is recognized on a pro-rata basis over the life of the contract.
2.8 Use of estimates
The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in management's estimate or assumption could have a material impact on Readvantage Corp. financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Readvantage Corp. financial statements reflect all adjustments that management believe are necessary for the fair presentation of their financial condition and results of operations for the period presented.
2.9 Fair value measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilized certain assumptions that participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observable inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy.
The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
- Level 1 observable inputs - unadjusted quoted prices inactive markets for identical assets and liabilities;
- Level 2 observable inputs - other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data;
- Level 3 un observable inputs - includes amounts derived from valuation models where one or more significant inputs are unobservable.
The Company computes income (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 income (loss) per share is computed by dividing net income (loss) available to Common Stockholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive income (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted income (loss) per share are equal.
10
3. Cash and Cash Equivalents
| September 30, 2025 (Unaudited) | June 30, 2025 | |||
| Cash at bank | -----(USD)----- | |||
| Current accounts | $ | 2,113 | $ | 11,160 |
| Savings accounts | - | - | ||
| Cash in hand | - | - | ||
| $ | $ | |||
4. Other current assets
| September 30, 2025 (Unaudited) | June 30, 2025 | |||
| -----(USD)----- | ||||
| Prepaid expenses | $ | 21,370 | $ | - |
| $ | $ | - | ||
5. Intangible assets - net
| September 30, 2025 (Unaudited) | June 30, 2025 | |||
| -----(USD)----- | ||||
| Website Development | $ | 134,800 | $ | 134,800 |
| Less: Accumulated amortization | (41,539) | (34,799) | ||
| $ | $ | |||
5.1 Depreciation and amortization
Useful life of intangible assets is 5 years. Moreover, amortization on intangible assets has been allocated to depreciation and amortization on face of the statement of profit or loss.
6. Accrued and other liabilities
| September 30, 2025 (Unaudited) | June 30, 2025 | |||
| -----(USD)----- | ||||
| Accrued liabilities | $ | 350 | $ | 8,800 |
| Audit fee payable | $ | 3,000 | $ | 10,000 |
| $ | $ | |||
6.1 The accrued liabilities represent the amount due to Notapay UK Limited for financial planning and analysis services as of 30 June 2025 and the amount due to the transfer agent as 30 September 2025, respectively.
7. Loan from director
| September 30, 2025 (Unaudited) | June 30, 2025 | |||
| -----(USD)----- | ||||
| Loan from director | $ | 171,943 | $ | 161,990 |
| $ | $ | |||
7.1 This represents loan payable to director and it shall be non-interest bearing and secured and it shall be repayable over a period of 5 years. The loan or a portion of it may be repaid by converting it into shares of Common Stock, subject to the terms mutually agreed upon by the parties.
11
8. Contingencies and Commitments
There are no contingencies and commitments at June 30, 2025 and September 30, 2025.
9. Other Operating Costs
| For the three months ended September 30, 2025 | For the three months ended September 30, 2024 | |||
| (Unaudited) | ||||
| Office rent | $ | 87 | $ | 87 |
| Financial planning and analysis | 20,900 | - | ||
| IT expenses | 9,460 | - | ||
| License and permits | 800 | 846 | ||
| Legal and professional | 2,600 | - | ||
| General expense | 21 | - | ||
| $ | $ | |||
10. Depreciation and Amortization
| For the three months ended September 30, 2025 | For the three months ended September 30, 2024 | |||
| (Unaudited) | ||||
| Amortization | $ | 6,740 | $ | 5,980 |
| $ | $ | |||
11. Other Expenses
| For the three months ended September 30, 2025 | For the three months ended September 30, 2024 | |||
| (Unaudited) | ||||
| Auditors' remuneration | $ | 3,000 | $ | 3,000 |
| $ | $ | |||
12. Related Parties
Related parties comprise the parent Company, associated companies / undertakings, directors of the Company and their close relatives and key management personnel of the Company. The Company in the normal course of business carries out transactions with various related parties. Credit terms with related parties are more than normal business arrangements. Amounts due from and due to related parties are shown under respective notes to these financial statements.
| Related party | Nature of transaction | September 30, 2025 | June 30, 2025 | |||
| Transactions during the period | ||||||
| Director's loan | Loan obtained from director | $ | 9,952 | 60,582 | ||
| Outstanding payables | ||||||
| Director's loan | Loan from director | $ | 171,943 | 161,990 |
12.1 The Company owes $
12
13. 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. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
13. General
Figures have been rounded off to the nearest $USD.
13
ITEM 2. MANAGEMENT’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward looking statement notice
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.
In General
Readvantage Corp. is a development stage company incorporated in Nevada on August 11, 2023 for the purpose of providing digital reading solutions globally. Readvantage Corp. is a pioneering technology company focused on transforming the reading and comprehension experience through advanced technologies and artificial intelligence. Our flagship product is a web platform that utilizes bionic reading technology powered by artificial intelligence, designed to enhance reading speed and comprehension by analyzing and simplifying complex text.
Bionic reading technology leverages typographical and visual strategies to guide the eyes through text more efficiently. By highlighting the most concise parts of words and phrases, it allows readers to focus better and move through text faster, reducing cognitive load and enhancing overall comprehension. This approach transforms the way we consume written information, making reading more accessible and enjoyable for everyone.
Initial focus of our business
We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, as amended, and therefore we intend to take advantage of certain exemptions from various public Company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in this prospectus, our periodic reports and our proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our Common Stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1.00 billion in non-convertible debt in the prior three-year period.
We are not a “shell Company” within the meaning of Rule 405, promulgated pursuant to the Securities Act, because we have developed business plan and real business operations.
Monetization strategy
Readvantage Corp. offers several key features that enhance the reading experience for users. Our platform with bionic reading technology enables users to read more in less time by guiding their eyes through text more efficiently. This approach improves comprehension by highlighting key text elements, allowing users to focus on the most important parts of the text, thereby enhancing understanding. Additionally, our platform with bionic reading technology optimizes text presentation to reduce eye strain, making reading more comfortable. We prioritize accessibility, ensuring that our platform is suitable for individuals with reading difficulties, enabling them to enjoy and understand texts better. Furthermore, our platform provides convenience with options to read online or download books for offline access, allowing users to enjoy our extensive library anytime and anywhere.
14
We currently utilize books from the Gutenberg website and plan to expand our library database. In the future, we plan to transition to purchasing paid licensed books. We offer users free access to our library through our website https://readvantage.tech, where they can explore a wide variety of books. Our library provides the opportunity to either download books for offline reading or engage in online reading, all enhanced by bionic reading technology. Users have access to 18 different book genres, ensuring that they can find content that suits their interests. Additionally, we provide access to our API featuring bionic reading technology for developers and businesses looking to integrate this cutting-edge technology into their platforms. For this service, we offer three Tariff Plans, each providing varying levels of access and functionality to the API.
We have completed the development of our website and API, which features a fully operational platform that is already providing access to our services. We are actively working on enhancements and plan to implement new features and capabilities to make the user experience even more convenient and efficient.
Promotion and Marketing
Our strategic growth initiatives include continuously enhancing the user experience, expanding into global markets, increasing brand awareness through marketing, adapting to industry trends, investing in customer service, global localization, exploring API opportunities, and expanding partnerships with major digital reading services.
Research and Development Expenditures
We have not incurred any research expenditures since our incorporation.
Bankruptcy or Similar Proceedings
There has been no bankruptcy, receivership or similar proceeding.
Government Regulation
Our operations are subject to a wide range of federal, state, and international laws and regulations governing online platforms, particularly those related to content generation, user data protection, and digital services. These regulations include privacy laws, data protection, intellectual property rights, advertising, and marketing practices, as well as compliance with anti-corruption measures and industry-specific standards. We are committed to ensuring full compliance with all relevant laws and regulations that apply to our industry.
Given the evolving nature of online platforms and digital services, we acknowledge that the regulatory environment is constantly changing. We are dedicated to staying informed of regulatory changes and adapting our practices to remain compliant with all legal obligations.
Significant Employees
We have 2 employees as of the report date. Our director, Ilona Andzejevska and secretary, Valentina Baceviciene, are employees of the Company. As our business and operations increase, we will assess the need for full time management and administrative support personnel. On July 15, 2025, the Board of Directors appointed Andrii Lunhu to serve as Secretary of the Company. On September 24, 2025, Andrii Lunhu notified the Company of his resignation from his position as Secretary, effective the same date. His resignation was not the result of any disagreement with management or the Board of Directors of the Company.
Overview
The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statement as of June 30, 2025.
15
Results of Operations
Results of Operations for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024
Revenue
For the three months ended September 30, 2025, the Company received total revenue from the sale of services to its customers in the amount of $5,677, while for the three months ended September 30, 2024, the Company received no revenue.
Operating expenses
Total operating expenses for the three months ended September 30, 2025 were $33,868, while Total operating expenses for the three months ended September 30, 2024 were $933.
The company's operating expenses increased significantly due to the need to implement a strategic investment plan aimed at preparing the business for rapid scaling in the IT sector, attracting new clients, and exploring new technologies and business opportunities.
Net Loss
The net loss for the three months ended September 30, 2025 was $37,931.
The net loss for the three months ended September 30, 2024 was $9,913.
Liquidity and Capital Resources
As at September 30, 2025, our Assets were $116,743. Total Assets included Current Assets $23,482 and Intangible assets $93,261. As at September 30, 2025, our Liabilities were $180,885 and Equity was ($64,142).
Cash Flows from Operating Activities
For the three months ended September 30, 2025 net cash flows used in operating activities was $69,494.
For the three months ended September 30, 2024 net cash flows used in operating activities was $32,933.
Cash Flows from Investing Activities
We had no cash used in investing activities during the three months ended September 30, 2025.
For the three months ended September 30, 2024 net cash flows used in investing activities was $22,800.
Cash Flows from Financing Activities
For the three months ended September 30, 2025 net cash flows generated from financing activities was $60,446.
For the nine months ended September 30, 2024 net cash flows generated from financing activities was $55,733.
Current Financial Condition
As of September 30, 2025, generated of $5,677 revenue and incurred a net loss of $37,931. Additionally, the Company is reporting an accumulated deficit since inception of $129,827. Please refer to our financial statements contained herein for more detailed information.
16
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Changes in Internal Controls over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
ITEM 1A. RISK FACTORS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOITE OF SECURITIES HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
The following exhibits are included as part of this report by reference:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, as amended, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, there unto duly authorized on February 11, 2026.
| Readvantage Corp. | ||||
| By: | /s/ | Ilona Andzejevska | ||
| Name: | Ilona Andzejevska | |||
| Title: |
President, Treasurer and Director (Principal Executive, Financial and Accounting Officer) | |||
| By: | /s/ | Valentina Baceviciene | ||
| Name: | Valentina Baceviciene | |||
| Title: | Secretary | |||
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