UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
Commission File No.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number, including
area code: +
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 whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
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 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, a smaller reporting company or an emerging growth company.
Large accelerated filer ☐
Accelerated filer ☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
As of April 30, 2026, there were shares of Common Stock, $0.001 par value per share, outstanding.
Table of Contents
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
BRILLIANT N.E.V. CORP.
INDEX TO CONDENSED FINANCIAL STATEMENTS
3
BRILLIANT N.E.V CORP.
BALANCE SHEETS
(Unaudited)
| Jan. 31, 2025 | July 31, 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Total current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Loan from related party | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Common stock, $ par value; authorized shares; shares issued and outstanding at January 31, 2025 and July 31, 2024 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL EQUITY (DEFICIT) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND EQUITY (DEFICIT) | $ | $ | ||||||
See accompanying notes to the condensed financial statements.
F-1
BRILLIANT N.E.V CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
| For the three months ended Jan. 31, | For the six months ended Jan. 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross profit (loss) | ||||||||||||||||
| EXPENSES | ||||||||||||||||
| Professional fees | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total Operating expenses | ||||||||||||||||
| LOSS FROM CONTINUING OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss before tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| NET LOSS PER COMMON SHARE FROM OPERATIONS - BASIC & DILUTED | $ | $ | $ | $ | ||||||||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC & DILUTED | ||||||||||||||||
See accompanying notes to the condensed financial statements.
F-2
BRILLIANT N.E.V CORP.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
For the six months ended Jan. 31, 2025 and 2024
(Unaudited)
| Common Stock | Additional Paid in | Accumulated | ||||||||||||||||||
| Share | Amount | Capital | Deficit | TOTAL | ||||||||||||||||
| Balance, July 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, Oct 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, Jan. 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||
| Balance, July 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, Oct. 31, 2024 | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, Jan. 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See accompanying notes to the condensed financial statements.
F-3
BRILLIANT N.E.V CORP.
CASH FLOW
(Unaudited)
| For the six months ended January 31, | ||||||||
| 2025 | 2024 | |||||||
| Operating activities | ||||||||
| Net loss | $ | ( | ) | ( | ) | |||
| Changes in assets and liabilities: | ||||||||
| Change in prepaid expenses | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| Loans from related party | ||||||||
| Total net cash provided by financing activities | ||||||||
| Net increase in cash | ( | ) | ||||||
| Cash at beginning of period | $ | $ | ||||||
| Cash at end of the period | $ | $ | ||||||
See accompanying notes to the condensed financial statements.
F-4
BRILLIANT N.E.V. CORP.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Brilliant N.E.V. Corp. (formerly Clancy Corp.) (the “Company”) was incorporated in the State of Nevada on March 22, 2016. Except where the context otherwise requires, references to the “Company” include its subsidiaries.
In April 2020, the Company established Shanghai Clancy Enterprise Management Co., Ltd. (“Shanghai Clancy”), a wholly foreign-owned enterprise in Shanghai, China. Shanghai Clancy subsequently established Beijing Clancy Information Technology Co., Ltd. (“Beijing Clancy”) as its wholly owned subsidiary in Beijing, China.
The Company previously operated in China through its subsidiaries. In June 2023, in connection with a change in control of the Company pursuant to a stock purchase agreement, the Company ceased the operations of its China subsidiaries. In October 2023, the Company, Shanghai Clancy, and Hongshan Yuanda Limited entered into an agreement pursuant to which all of the Company’s rights, title and interest in and to Shanghai Clancy, including its ownership of Beijing Clancy, were transferred to Hongshan Yuanda Limited, effective as of June 30, 2023. As of the effective date of the transfer, Shanghai Clancy had no operations and no assets, and all liabilities were assigned to the transferee.
In July 2023, the Company changed its name from Clancy Corp. to Brilliant N.E.V. Corp.
As of January 31, 2025, the Company had not commenced any new business operations and remained a shell company, with no or only nominal operations and nominal assets other than cash.
NOTE 2 – GOING CONCERN
The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern. For the six months ended January 31, 2025, the Company incurred a net loss, had an accumulated deficit, and experienced negative cash flows from operating activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management intends to address these conditions through capital raising efforts, related-party support, and the pursuit of suitable business opportunities or strategic transactions. However, there can be no assurance that the Company will be successful in these efforts.
F-5
NOTE 3 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. The results of operations for the three and six months ended January 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2025 or for any future interim period.
These unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2024.
The Company’s fiscal year end is July 31.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. There have been no material changes in the Company’s critical accounting policies and estimates from those disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2024.
Income Taxes
Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Under ASC 606, revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. As of January 31, 2025, the Company had not commenced new business operations and did not recognize revenue during the three and six months then ended.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original
maturities of three months or less to be cash equivalents. The Company had $
Concentration of Credit Risk
The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses on such accounts.
Leases
The Company determines whether an arrangement contains a lease at inception. Right-of-use assets and lease liabilities are recognized for leases with terms greater than twelve months based on the present value of lease payments over the lease term. The Company does not recognize right-of-use assets or lease liabilities for short-term leases. As of January 31, 2025, the Company had no material lease arrangements requiring recognition under ASC 842.
F-6
Foreign Currency Translation
Prior to the cessation and transfer of its former China subsidiaries, the financial statements of those subsidiaries were measured using the local currency, Renminbi (“RMB”), as the functional currency. The reporting currency of the Company is the United States dollar (“USD”). In connection with the cessation of the China operations in June 2023 and the subsequent transfer of Shanghai Clancy and its subsidiary effective June 30, 2023, the Company no longer had active foreign operations as of January 31, 2025. Accordingly, no foreign currency translation adjustment was recorded for the three and six months ended January 31, 2025.
Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted net loss per share is the same as basic net loss per share for the periods presented because any potentially dilutive instruments would be anti-dilutive. As of January 31, 2025 and July 31, 2024, the Company had potentially dilutive securities outstanding.
Comprehensive Loss
The Company follows ASC 220, Comprehensive Income. Comprehensive loss includes all changes in equity during a period except those resulting from investments by and distributions to stockholders. For the six months ended January 31, 2025, comprehensive loss was equal to net loss.
Financial Instruments
The carrying amounts of financial instruments such as cash, accounts payable, accrued liabilities, and advances approximate fair value because of the short-term nature of those instruments.
Recently Adopted Accounting Pronouncements
Management has reviewed recently issued accounting pronouncements and determined that there are no recently issued accounting standards not yet adopted that are expected to have a material effect on the Company’s financial statements.
No Material Changes in Significant Accounting Policies
There have been no material changes to the Company’s significant accounting policies from those disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2024.
NOTE 4 – DISCONTINUED OPERATIONS
In June 2023, in connection with a change in control of the Company pursuant to a stock purchase agreement, the Company ceased the operations of its China subsidiaries. In October 2023, the Company, Shanghai Clancy Enterprise Management Co., Ltd. and Hongshan Yuanda Limited entered into an agreement pursuant to which all of the Company’s rights, title and interest in and to Shanghai Clancy, including its ownership of Beijing Clancy Information Technology Co., Ltd., were transferred to Hongshan Yuanda Limited, effective as of June 30, 2023. As of January 31, 2025, the Company had no continuing operations in China.
F-7
NOTE 5 – COMMITMENTS AND CONTINGENCIES
There have been no material changes to the Company’s commitments and contingencies from those disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2024.
NOTE 6 – RELATED PARTY TRANSACTIONS
The Company’s Chief Financial Officer has funded the Company
from time to time for working capital and operating expenses on an as-needed basis. During the six months ended January 31, 2025,
NOTE 7 – INCOME TAXES
The Company accounts for income taxes in accordance with ASC 740, Income
Taxes. As of January 31, 2025, management believes that it is more likely than not that the Company’s deferred tax assets, if any,
will not be realized, and accordingly a full valuation allowance has been recorded against such deferred tax assets. The Company did not
record a material income tax provision for the interim period presented. As of January 31, 2025, the Company had net operating loss of
approximately $
NOTE 8 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date the financial statements were available to be issued. Based on this evaluation, the Company has determined that there were no material subsequent events requiring recognition or disclosure in these financial statements, except as disclosed elsewhere in this Quarterly Report on Form 10-Q.
F-8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the unaudited condensed financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2024.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans, or intentions.
These forward-looking statements include, but are not limited to, statements regarding the Company’s ability to continue as a going concern, raise additional capital, identify and complete a business combination, acquisition, or other strategic transaction, develop business operations, and achieve profitability. Forward-looking statements are based on management’s current expectations, assumptions, and beliefs and are subject to a number of risks, uncertainties, and changes in circumstances that are difficult to predict and are often outside the Company’s control. Actual results may differ materially from those expressed or implied by these forward-looking statements due to a variety of factors, including, but not limited to, the Company’s limited operating history, lack of revenues, need for additional financing, ability to maintain compliance with its reporting obligations, and ability to identify and execute a suitable strategic transaction.
The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q, except as required by law.
Overview
The Company had no operating revenue during the three and six months ended January 31, 2025. As of January 31, 2025, the Company had not commenced any new business operations and remained a shell company, with no or only nominal operations and nominal assets other than cash. The Company is evaluating potential business opportunities, but as of January 31, 2025 had not entered into any transaction that resulted in a change in its shell company status.
Results of Operations
Three Months Ended January 31, 2025 Compared to Three Months Ended January 31, 2024
The Company did not generate any revenue during the three months ended January 31, 2025 or January 31, 2024.
Operating expenses for the three months ended January 31, 2025 consisted primarily of general and administrative expenses associated with maintaining the Company’s reporting obligations. Operating expenses for the comparable prior-year period consisted primarily of professional fees and general and administrative expenses.
The Company reported a net loss of $526 for the three months ended January 31, 2025, compared to a net loss of $13,018 for the three months ended January 31, 2024. The decrease in net loss from period to period was primarily attributable to lower professional and compliance expenses.
Six Months Ended January 31, 2025 Compared to Six Months Ended January 31, 2024
The Company did not generate any revenue during the six months ended January 31, 2025 or January 31, 2024.
4
Operating expenses for the six months ended January 31, 2025 consisted primarily of general and administrative expenses associated with maintaining the Company’s reporting obligations. Operating expenses for the comparable prior-year period consisted primarily of professional fees and general and administrative expenses.
The Company reported a net loss of $1,026 for the six months ended January 31, 2025, compared to a net loss of $26,235 for the six months ended January 31, 2024. The decrease in net loss from period to period was primarily attributable to lower professional and compliance expenses.
Liquidity and Capital Resources
As of January 31, 2025, the Company had cash of $6,847, compared to $7,972 as of July 31, 2024. As of January 31, 2025, the Company had limited cash and working capital and had not generated revenue from operations.
The accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred recurring losses, had an accumulated deficit, and experienced negative cash flows from operating activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Net cash used in operating activities during the six months ended January 31, 2025 was $1,125 and was primarily attributable to the Company’s net loss and changes in working capital. The Company did not have financing activities during the period.
The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital, obtain continued related-party support, reduce expenses, and ultimately achieve profitable operations through a business combination, acquisition, or other strategic transaction. There can be no assurance that the Company will be successful in obtaining additional funding or completing a transaction that generates operations.
Off-Balance Sheet Arrangements
As of January 31, 2025, the Company did not have any off-balance sheet arrangements, as defined in Item 303 of Regulation S-K, that have had, or are reasonably likely to have, a current or future material effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. There have been no material changes in the Company’s critical accounting policies and estimates from those disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2024.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, the Company is not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management, with the participation of the Company’s principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of January 31, 2025. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
5
Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were not effective as of January 31, 2025 because of material weaknesses in the Company’s internal control over financial reporting. These material weaknesses included a lack of sufficient personnel with appropriate accounting and financial reporting expertise, inadequate segregation of duties, and limited written policies and procedures necessary to achieve complete, accurate and timely financial reporting.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended January 31, 2025 that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.
6
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
There are no material pending legal proceedings to which the Company is a party, and to the knowledge of management, no such proceedings are threatened against the Company, except as previously disclosed in the Company’s filings with the Securities and Exchange Commission.
Item 1A. Risk Factors
As a smaller reporting company, the Company is not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended January 31, 2025, none of the Company’s
directors or officers
Item 6. Exhibits
| * | Filed herewith. |
| ** | Furnished herewith. |
7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 30, 2026
| BRILLIANT N.E.V. CORP. | ||
| (Registrant) | ||
| By: | /s/ Guangzhe Su | |
| Name: | Guangzhe Su | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| By: | /s/ Xiangying Meng | |
| Name: | Xiangying Meng | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer) | ||
8