UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2026

Commission File Number 333-290138

1400 112th Avenue, SE., Suite 100, Bellevue, WA. 98004

(Address of principal executive offices)(Zip Code)

1-800-641-4814

(Registrant’s telephone number, including area code)

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. ☐ Yes     ☒ No

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes     ☒ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐            Accelerated filer ☐             Non-accelerated filer ☒             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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☒ Yes     ☐ No

As of May 18, 2026, there were 4,000,000 shares of common stock issued and outstanding.

TABLE of CONTENTS

PART I—FINANCIAL INFORMATION

CALOR DEL SOL INC.

FINANCIAL STATEMENTS

(Unaudited)

January 31, 2026

CALOR DEL SOL INC.

BALANCE SHEET

The accompanying notes are an integral part of these interim financial statements.

CALOR DEL SOL INC.

STATEMENT OF OPERATIONS

The accompanying notes are an integral part of these interim financial statements.

CALOR DEL SOL INC.

STATEMENT OF STOCKHOLDER’S (DEFICIT)

For the Nine-month period ended January 31, 2026

(Unaudited)

The accompanying notes are an integral part of these interim financial statements.

CALOR DEL SOL INC.

CONDENDED STATEMENTS OF STOCKHOLDERS’ EQUITY/(DEFICT)

For the Nine-month period ended January 31, 2025

 (Unaudited)

The accompanying notes are an integral part of these interim financial statements.

CALOR DEL SOL INC.

STATEMENT OF CASH FLOWS

The accompanying notes are an integral part of these interim financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Results of Operations

For the three-month periods ended January 31, 2026 and 2025, we had no revenue. Expenses for the three-month period ended

January 31, 2026 totaled $4,125 resulting in a net loss of $4,125. The net loss for the three-month period ended January 31, 2026 is a result of general and administrative expense of $4,125, comprised of and professional fees of $3,850 comprised primarily of accounting fees; and rent of $294; and telephone expenses of $42; and bank service charges of $41 and reconcile discrepancies of ($102). Expenses for the comparative three-month period ended January 31, 2025 is a result of general and administrative expenses totaling $4,272 resulting in a net loss of $4,272 comprised of professional fees of $3,850 comprised primarily of accounting of; rent expenses of $261; Telephone expenses of $42 and bank services charges of $60 and office expense of $59. The expenses between the three months ended January 31, 2026 and 2025 was primarily due to increase in office expenses.

For the nine-month periods ended January 31, 2026 and 2025, we had no revenue. Expenses for the nine-month period ended

January 31, 2026 totaled $19,779 resulting in a net loss of $19,779. The net loss for the nine-month period ended January 31, 2026 is a result of general and administrative expense of $19,779, comprised of filing fees of $432; and professional fees of $17,568 comprised primarily of accounting fees; Rent expenses of $871; State Agent fees of $286; Telephone expenses of $179; office expenses of $292 and bank service charges of $253 and reconciliation discrepancies of ($102). Expenses for the comparative nine-month period ended January 31, 2025 is a result of general and administrative expenses totaling $17,994 resulting in a net loss of $17,994 comprised of filing fees of $1,288; professional fees of $15,375 comprised primarily of accounting fees; rent expenses of $773; office expenses of $251; telephone expenses of $126 and bank services charges of $180. The increase in expenses between the nine-months ended January 31, 2026 and 2025 was primarily due to an increase in accounting fees.

Capital Resources and Liquidity

No substantial revenues are anticipated until we have implemented our plan of operations. With the exception of cash advances from our former and current Officer and Director, we have no other source for funding the Company at this time. We must raise cash to implement our strategy and stay in business.

As of January 31, 2026, we had $nil in cash as compared to $157 in cash at April 30, 2025. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain operations. As of January 31, 2026, the Company’s sole officer and director, Mr. Alejandro Hernandez, has loaned the Company $58,977 and he has indicated he is willing to make additional financial commitments if required to maintain the operating status of the Company, in the form of a non-secured loan for the next twelve months if no other funds are obtained by the Company, but the total amount that he is willing to invest has not yet been determined and there is no contract or written agreement in place. The balance due is unsecured and non-interest-bearing with no set terms of repayment.

Since our inception of May 22, 2024 we currently have no product to sell, but we intend to create items made of quality material meant to last and keep their original integrity. The items will consist of a wide range of neutral toned basics with material and fabrics that will be wrinkle and stain resistant, easy to wash and no dry cleaning necessary.

Off-balance sheet arrangements

Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of the Company's Principal Executive Officer and Principal Financial Officer (the “Certifying Officers”) of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e)) under the Exchange Act. Based on that evaluation, the Certifying Officers have concluded that, as of the Evaluation Date, the disclosure controls and procedures in place were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations as a result of material weaknesses disclosed in our annual report on Form S-1 filed with the SEC on October 31, 2025.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Currently we are not involved in any pending litigation or legal proceeding.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2. Unregistered Sales of Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

N/A

Item 5. Other Information.

The Company became effective December 9, 2025.

Item 6. Exhibits.

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.

ATTACHMENTS / EXHIBITS

CERTIFICATION

CERTIFICATION

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