Alphega Innovations Corp - Form 10-Q SEC filing

ALPHEGA INNOVATIONS CORPORATION

Statements of Operations

(Unaudited)

	For the three months ended May 31,				For the six months ended May 31,
	2026		2025		2026		2025
Income
Services income	$	40,575	$	-	$	40,575	$	-
Total Income		40,575		-		40,575		-

Cost of Goods Sold
Cost of revenue - related party		(20,146)		-		(20,146)		-
Total Cost of Revenue		(20,146)		-		(20,146)		-

Gross Profit		20,429		-		20,429		-

Expenses
Consulting		252,875		47,725		393,125		112,325
Legal and professional services		1,174,401		322,213		2,015,130		870,423
Dues and subscriptions		663		38		1,096		38
Regulatory fee		300		578		750		578
Travelling and entertainment		4,569		-		4,569		-
Advertising and marketing		2,550		-		26,350		-
Training and development		-		-		23,800		-
Loss on settlement of service		-		-		144,666		-
Total Expenses		1,435,358		370,554		2,609,486		983,364

Loss from Operations		(1,414,929)		(370,554)		(2,589,057)		(983,364)

Other Income & expense
Financial charges		(3,273)		(225)		(5,722)		(623)
Other expense		(37)		-		(53)		-

Net Loss before Income Tax		(1,418,239)		(370,779)		(2,594,832)		(983,987)
Income taxes		-		-		-		-
Net Loss	$	(1,418,239)	$	(370,779)		(2,594,832)		(983,987)

Basic and Diluted Weighted Average Shares Outstanding		14,936,945		14,670,000		14,844,335		14,670,000
Basic and Diluted Net Loss per Share	$	(0.09)	$	(0.03)		(0.17)		(0.07)

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

ALPHEGA INNOVATIONS CORPORATION

Statements of Changes in Stockholders’ Deficit

(Unaudited)

For the six months ended May 31, 2025

	Common Stock			Preferred Stock
	Shares	Amount			Shares	Amount		Subscription Receivable		Additional Paid-In- Capital		Accumulated Deficit		Total

Balance as of November 30, 2024	14,670,000	$	1,467		-	$	-	$	(59,100)	$	87,633	$	(47,945)	$	(17,945)
Proceeds from the sale of common stock	-		-		-		-		59,100		-		-		59,100
Net Loss	-		-		-		-		-		-		(613,208)		(613,208)
Balance as of February 28, 2025	14,670,000		1,467		-		-		-		87,633		(661,153)		(572,053)
Net Loss	-		-		-		-		-		-		(370,779)		(370,779)
Balance as of May 31, 2025	14,670,000	$	1,467		-	$	-	$	-	$	87,633	$	(1,031,932)	$	(942,832)

For the six months ended May 31, 2026

	Common Stock			Preferred Stock
	Shares	Amount		Shares	Amount		Subscription Receivable		Additional Paid-In- Capital		Accumulated Deficit		Total

Balance as of November 30, 2025	14,670,000	$	1,467	-	$	-	$	-	$	87,633	$	(2,327,549)	$	(2,238,449)
Issuance of common stock for services	160,740		16	-		-		-		160,724		-		160,740
Net Loss	-		-	-		-		-		-		(1,176,593)		(1,176,593)
Balance as of February 28, 2026	14,830,740		1,483	-		-		-		248,357		(3,504,142)		(3,254,302)
Proceeds from sale of common stock	201,682		21	-		-		(2,000)		201,662		-		199,683
Issuance of common stock for services	4,932		-	-		-		-		4,932		-		4,932
Net Loss	-		-	-		-		-		-		(1,418,239)		(1,418,239)
Balance as of May 31, 2026	15,037,354	$	1,504	-	$	-	$	(2,000)	$	454,951	$	(4,922,381)	$	(4,467,926)

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

ALPHEGA INNOVATIONS CORPORATION

Statements Of Cash Flows

(Unaudited)

	For the six months ended May 31,
	2026		2025
Cash Flows from Operating Activities
Net Loss	$	(2,594,832)	$	(983,987)
Adjustments to reconcile net loss to net cash provided by operating activities
Common stock issued for services		165,672		-
Net changes in operating assets and liabilities:
Due to related party		1,976,857		921,393
Accounts payable and accrued liabilities		273,082		16,080
Net Cash Used in Operating Activities		(179,221)		(46,514)

Net Cash Flow from Financing Activities
Subscription receivable		(2,000)		59,100
Loan from related party		49,000		12,044
Short term business loan		-		1,017
Receipt from sale of common stock		201,682		-
Net Cash Provided by Financing Activities		248,682		72,161

CHANGE IN CASH		69,461		25,647
CASH AT BEGINNING OF PERIOD		2,070		-
CASH AT END OF PERIOD	$	71,531	$	25,647

Supplemental Cash Flow Information:
Cash paid for interest	$	-	$	-
Cash paid for income taxes	$	-	$	-

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

ALPHEGA INNOVATIONS CORPORATION

Notes to Financial Statements

(Unaudited)

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Alphega Innovations Corporation (“Alphega” or the “Company”) was incorporated in Wyoming on July 24, 2024. We are a development-stage company focused on the immersive technology industry, aiming to meet the growing demand for personal and corporate solutions. These include corporate wellness, employee training, digital education, market research, and community engagement, all driven by innovation in corporate services, workforce development, and employee well-being. Our solutions will incorporate advanced technologies such as augmented reality (AR), virtual reality (VR), and Metaverse environments.

Our initial focus will be on the following:

·Developing immersive Platforms and Applications: Creating AR/VR-enabled applications for corporate wellness, mental health solutions, and fitness transformation, with potential integration of Artificial Intelligence (Al) for enhanced personalization.

·Establishing Strategic Partnerships: Collaborating with businesses, educational institutions, and wellness centers to pilot and refine our solutions.

·Launching Marketing Initiatives: Targeting key markets, including corporate HR departments fitness centers, and health organizations, to raise awareness and gather feedback.

Going Concern Consideration

The Company’s unaudited financial statements as of May 31, 2026, have been prepared using generally accepted accounting principles in the United States of America (“GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated losses as of May 31, 2026, totaling $4,922,381. These factors, among other, raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period. The company plans to raise capital through private placement or borrowing arrangements.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third-party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

ALPHEGA INNOVATIONS CORPORATION

Notes to Financial Statements

(Unaudited)

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of May 31, 2026, and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

The Company may be subject to potential examination by United States taxing authorities in income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with United States tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the United States and is subject to U.S. federal and applicable state income tax laws. The Company has no operations or taxable presence in any other jurisdiction. Due to operating losses incurred during the periods presented, the Company did not recognize any provision for income taxes and had no current income tax expense. Accordingly, the Company’s tax provision was zero for the periods presented.

Net Loss Per Share

Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period in accordance with ASC 260, Earning per Share. On May 31, 2026, we had outstanding common shares of 15,037,354. Basic weighted average common shares and equivalents for the three and six months May 31, 2026, are 14,936,945 and 14,844,335 and for the three and six months ended May 31, 2025 are 14,670,000, respectively.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The fair value hierarchy consists of the following three levels of inputs that may be used to measure fair value:

Level 1 -Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 -Inputs other than quoted prices included in Level 1 that are observable in the marketplace either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3 -Unobservable inputs which are supported by little or no market activity.

ALPHEGA INNOVATIONS CORPORATION

Notes to Financial Statements

(Unaudited)

The fair value of the Company’s liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Stock-based Compensation

The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.

Revenue Recognition Policy

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The Company generates revenue from consulting, strategic advisory, business development, marketing support, operational planning, and other related professional services.

The Company enters into service arrangements that may include one or more performance obligations depending on the nature of the contractual services promised to the customer. The Company evaluates each contract to identify its performance obligations and allocates the transaction price to each performance obligation, if applicable, based on the relative standalone selling prices. Revenue is recognized over time as the customer simultaneously receives and consumes the benefits of the services provided. Progress toward satisfaction of the performance obligations is measured based on the services performed during the billing period, which generally corresponds with the Company’s monthly invoicing.

The Company evaluates each contract to determine whether it is acting as a principal or an agent in accordance with ASC 606. The Company recognizes revenue on a gross basis when it controls the promised services before they are transferred to the customer and is primarily responsible for satisfying the related performance obligations. In certain arrangements, the Company may engage third parties, including related parties, to assist in providing contracted services. When the Company acts as the principal, amounts paid or payable to such parties are recognized as cost of revenue, while revenue is recognized for the gross amount of consideration to which the Company expects to be entitled under the contract.

Segment Reporting

ASC Topic 280, Segment Reporting, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results and financial metrics for the Company to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

	As of May 31, 2026
Cash and bank	$	71,531
Total Assets	$	71,531

ALPHEGA INNOVATIONS CORPORATION

Notes to Financial Statements

(Unaudited)

	For six months ended March 31, 2026
Service Income	$	40,575
Cost of Revenue		(20,146)
Consulting		(393,125)
Legal and professional		(2,015,130)
Dues and Subscription		(1,096)
Regulatory Fee		(750)
Travelling and Entertainment		(4,569)
Advertising and Marketing		(26,350)
Training and development		(23,800)
Loss on settlement of service		(144,666)
Financial Charges		(5,722)
Other Expense		(53)
Net loss	$	(2,594,832)

Segment Reconciliation:

	Three Months		Six Months
Segment net loss - net loss	$	(1,418,239)	$	(2,594,832)
Segment loss before income taxes	$	(1,418,239)	$	(2,594,832)

Recently Issued Accounting Standards

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on March 1, 2026, during the second quarter of 2026.

NOTE 3 - SHAREHOLDERS DEFICIT

Common Stock

Authorized: 500,000,000 shares of voting common stock with a par value of $0.0001, 200,000,000 shares of preferred stock with a par value of $0.0001. As of May 31, 2026, the Company had 15,037,354 shares of common stock outstanding. No preferred stock is issued as of May 31, 2026. As of May 31, 2025, the Company had 14,670,000 shares of common stock outstanding. No preferred stock is issued as of May 31, 2025.

For the period between inception and May 31, 2026, the Company engaged in the following equity events:

Sale of Common Stock and Subscriptions

From July 24, 2024, through November 30, 2024, the Company issued 5,370,000 shares of the Company’s common stock to investors for an aggregate purchase price of $59,100. The company booked these transactions as subscription receivable as of November 30,2024. The company received the proceeds from investors in January 2025.

On March 30, 2026, the Company issued 100,000 ordinary shares to JE Omnitrade, Inc. at a price of USD $1.00 per share pursuant to a Share Subscription Agreement dated March 24, 2026. The Company received cash proceeds of USD $100,000 on the same date. Under the terms of the agreement, JE Omnitrade, Inc. agreed to subscribe for up to

ALPHEGA INNOVATIONS CORPORATION

Notes to Financial Statements

(Unaudited)

300,000 ordinary shares for total consideration of USD $300,000, with the remaining USD $200,000 payable in future installments. Additional shares will be issued on a pro rata basis as future installment payments are received.

From December 1, 2025, through May 31, 2026, the Company issued 101,682 shares of the Company’s common stock to investors for an aggregate purchase price of $101,682. The company issued 2,000 common shares to Fayaz Pinjari at a $1.00 per share against which the payment has not been received. The company booked this transaction amounting to $2,000 as subscription receivable as of May 31, 2026.

Shares issued for license fees

From July 24, 2024, through November 30, 2024, the Company issued 300,000 shares of the Company’s common stock to Locus Social Inc. as initial license fee of $30,000.

Shares issued to founders

On July 29, 2024, the Company issued 9,000,000 shares of the Company’s Common Stock to founders.

Shares issued for services

On December 31, 2025, the Company issued 118,800 shares of common stock to Soho Capital Solutions in exchange for services rendered. Although the agreed price was $0.10 per share (totaling $11,880), the shares were recorded at their estimated fair value of $1.00 per share, resulting in a total recognized value of $118,800. Accordingly, the Company recognized a loss on settlement of services of $106,920, representing the excess of the fair value of the shares issued over the agreed consideration.

On February 28, 2026, the Company issued 41,940 shares of common stock to Soho Capital Solutions in exchange for services rendered. Although the agreed price was $0.10 per share (totaling $4,194), the shares were recorded at their estimated fair value of $1.00 per share, resulting in a total recognized value of $41,940. Accordingly, the Company recognized a loss on settlement of services of $37,746, representing the excess of the fair value of the shares issued over the agreed consideration.

On May 31, 2026, the Company issued an aggregate of 4,932 shares of its common stock to Soho Capital Solutions for services rendered at a price of $1.00 per share, for total proceeds of $4,932.

NOTE 4 - REVENUE RECOGNITION

During the three months ended May 31, 2026, the Company recognized $40,575 of revenue related to consulting and strategic advisory services performed during April 2026 under a customer service arrangement. The Company also recognized cost of revenue of $20,146, primarily consisting of fees paid to related parties that performed a portion of the contracted services. The related invoice was issued on May 6, 2026, following completion of the services, and payment was received in full on May 15, 2026. Accordingly, no accounts receivable related to this arrangement were outstanding as of May 31, 2026.

The Company is acting as a principal in accordance with ASC 606. The Company recognized revenue on a gross basis as it controls the promised services before they are transferred to the customer and is primarily responsible for satisfying the performance obligations.

Revenue is recognized over time as the customer simultaneously receives and consumes the benefits of the services provided. Progress toward satisfaction of the performance obligations is measured based on the services performed during the billing period, which generally corresponds with the Company’s monthly invoicing.

ALPHEGA INNOVATIONS CORPORATION

Notes to Financial Statements

(Unaudited)

NOTE 5 - CURRENT LOAN TRANSACTIONS

The Company entered into a loan agreement with Sun Yun Bo on April 10, 2025. The total amount of money being borrowed from the Lender (SUN YUN BO) is $1,000.

The total amount of the Borrowed Money, including principal and interest, shall be due and payable in 18 months (“Due Date”), and the Loan can be renewed after eighteen (18) months at a rate equal to the Interest Rate above SOFR (meaning SOFR plus Interest Rate(12%), also referred to as Renewed Interest Rate).The accrued interest is capitalized and added to the principal amount of the loan. The total principal plus accrued interest from Sun Yun Bo as of May 31, 2026, is $1,137.

The Company entered into a loan agreement with Chen Qi on August 18, 2025. The total amount of money borrowed from the lender (Chen Qi) is $5,000.

The total amount of the Borrowed Money, including principal and interest, shall be due and payable in 12 months (“Due Date”), and the Loan can be renewed after twelve (12) months at a rate equal to the Interest Rate above SOFR (meaning SOFR plus Interest Rate(8%), also referred to as Renewed Interest Rate).The accrued interest is capitalized and added to the principal amount of the loan. The net proceeds of $4,854.10, after deduction of processing fees, were received on August 21, 2025. The total principal plus accrued interest from Chen Qi as of May 31, 2026, is $5,311.

The Company entered into a loan agreement with Chen Tingting on August 18, 2025. The total amount of money borrowed from Chen Tingting is $3,000.

The total amount of the Borrowed Money, including principal and interest, shall be due and payable in 12 months (“Due Date”), and the Loan can be renewed after twelve (12) months at a rate equal to the Interest Rate above SOFR (meaning SOFR plus Interest Rate(8%), also referred to as Renewed Interest Rate).The accrued interest is capitalized and added to the principal amount of the loan. The net proceeds of $2,912.70, after deduction of processing fees, were received on August 25, 2025. The total principal plus accrued interest from Chen Tingting as of May 31, 2026, is $3,184.

The Company entered into a loan agreement with CUI Xiangdong on September 1, 2025. The total amount of money borrowed was $1,000.

The loan will bear interest at 8% per annum and will be due in full, including accrued interest, on September 1, 2026 (the “Due Date”). The loan may be renewed at maturity for an additional 12-month term at a rate equal to SOFR plus 8% (the “Renewed Interest Rate”). The total principal plus accrued interest from CUI Xiangdong as of May 31, 2026, is $1,059.

On September 15, 2025, the Company entered into separate loan agreements with six individual lenders:

Xue Yiming, Guo Xue, Huang Zhigang, Huang Shanli, He Yan, and Luo Wenhao (collectively, the “Lenders”), for a total principal amount of $7,000. Each lender will enter into a distinct agreement with the Company. Under the terms of the agreements, each lender will contribute $1,000, except for Huang Zhigang, who will lend $2,000. The loans will bear interest at a fixed rate of 8% per annum and will mature on 12-months period (the “Due Date”), at which time the full principal amount, together with all accrued interest, shall become due and payable. Upon maturity, the loans may be renewed for an additional 12-month term at an interest rate equal to the Secured Overnight Financing Rate (SOFR) plus 8% per annum (the “Renewed Interest Rate”). The total principal plus accrued interest from each party as of May 31, 2026, is $7,390.

ALPHEGA INNOVATIONS CORPORATION

Notes to Financial Statements

(Unaudited)

NOTE 6 - RELATED PARTY TRANSACTIONS

The related parties had transactions for the three months ended May 31, 2026, consisting of the following:

Name of the related parties		Nature of relationship
Lingyun Mao		Shareholder
Fairbanks Global Partners II LLC		Shareholder
One World Engineering Corporation		Shareholder
Want Pty Ltd ATF Wang Family Trust		Shareholder
Shabnoor Shah		Shareholder, COO
Luis Carlos Ung		Shareholder, President, CEO, CFO
Taurus Era Corporation		Entity under the common control
Alphega Global Partners Corporation		Entity under the common control
IM Abundance Pty Ltd		Entity under the common control

* Hung Fong Wang Key Management Personnel of IM Abundance and Alphega Innovation Corporation (AIC) resigned from AIC on October 1, 2025, while this entity is still a related party due to Hung Fong Wang, who is still shareholder of AIC.

	As of May 31, 2026		As of November 30, 2025
Accrued Services
Lingyun Mao	$	315	$	315
Fairbanks Global Partners II LLC		1,880,631		902,525
One World Engineering Corporation		1,286,039		582,239
Wang Pty Ltd ATF Wang Family Trust		250		250
Shabnoor Shah		603,025		308,075
IM Abundance Pty Ltd		88,188		88,188
Total Due to related party	$	3,858,448	$	1,881,592

As of May 31, 2026, balances due to related parties primarily represent the consulting and professional services provided by the shareholders. For the six months ended the Company accrued $2,112,856 in related party transactions and made payments of $136,000 resulting in a closing balance of $3,858,448 in due to related parties.

LOAN FROM RELATED PARTIES:

The Company entered into the loan agreement with Luis Carlos Ung on May 20, 2025. The total amount of money being borrowed from Luis Carlos Ung was $12,000.

The total amount of the Borrowed Money, including principal and interest, shall be due and payable in 18 months (“Due Date”), and the Loan can be renewed after eighteen (18) months at a rate equal to the Interest Rate above SOFR (meaning SOFR plus Interest Rate(12%), also referred to as Renewed Interest Rate). The accrued interest is capitalized and added to the principal amount of the loan. The total principal plus accrued interest from Luis Carlos as of May 31, 2026, is $13,484.

On October 2, 2025, Alphega Innovations Corporation entered into a loan agreement with One World Engineering Corporation for principal financing of $20,000.

The loan bears interest at a fixed rate of 12% per annum and matures 12 months from the effective date. The loan is secured by a first-priority security interest in substantially all assets of the Company and is classified as senior secured debt. At the lender’s sole discretion, the outstanding principal and accrued interest may be converted into common shares of the Company at $0.03 per share. Interest is accrued monthly and payable at maturity unless earlier converted or repaid. The total principal plus accrued interest from One World Engineering Corp as of May 31, 2026, is $21,600.

On December 8, 2025, the Company entered into a loan agreement with Taurus Era Corporation for $15,000. The loan bears interest at 12% per annum and matures 12 months from the effective date. The loan is secured by a first-

ALPHEGA INNOVATIONS CORPORATION

Notes to Financial Statements

(Unaudited)

priority security interest over all Company assets and ranks as senior secured debt. The total principal plus accrued interest from Taurus Era Corporation as of May 31, 2026, is $15,865.

On January 27, 2026, Alphega Innovations Corporation entered into a loan agreement with Alphega Global Partners Corporation for principal financing of $25,000.

The loan bears interest at a fixed rate of 12% per annum and matures 12 months from the effective date. The loan is secured by a first-priority security interest in substantially all assets of the Company and is classified as senior secured debt. Interest is accrued monthly and payable at maturity unless earlier repaid. The total principal plus accrued interest from Alphega Global Partners Corp as of May 31, 2026, is $26,033.

On March 10, 2026, the Company entered into a loan agreement with Alphega Global Partners Corp for USD $9,000. The loan bears interest at 12% per annum and matures 12 months from the effective date. The loan is secured by a first-priority security interest over all Company assets and ranks as senior secured debt. The total principal plus accrued interest from Alphega Global Partners Corp as of May 31, 2026 is $9,240.

Accrued Expenses

As of May 31, 2026, the Company had accrued interest of $6,304 related to its outstanding loan balance. The accrued interest has been recorded within financial charges in the accompanying Statement of Operations and included in Accrued Liabilities on the Balance Sheet.

NOTE 7 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date and through the date of this filing. The Company has reviewed subsequent events occurring after the balance sheet date and has determined that these events necessitate adjustments to or disclosure in the accompanying financial statements.

On May 30, 2026, the Company issued 2,000 shares of its common stock to Fayaz Pinjari at a purchase price of $1.00 per share, for aggregate consideration of $2,000. As of May 31, 2026, the shares had been issued and the Company recorded a subscription receivable of $2,000. The Company subsequently received the cash proceeds of $2,000 on June 3, 2026.

On June 11, 2026, the Company issued 5,000 shares of its common stock to Eric Liese at a purchase price of $1.00 per share and received aggregate cash proceeds of $5,000 on the same date.

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

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes “forward-looking statements”. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should” or “will” or the negative of these terms or other comparable terminology.

These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under “Risk Factors.” The following factors, among others, could cause our actual results and performance to differ materially from the results and performance projected in, or implied by, the forward-looking statements:

·the success of our existing and new technologies;

·our ability to successfully develop and expand our operations;

·changes in economic conditions, including continuing effects from the recent recession;

·damage to our reputation or lack of acceptance of our brands;

·economic and other trends and developments, including adverse weather conditions, in those local or regional areas in which our operations are concentrated;

·increases in our labor costs, including as a result of changes in government regulation;

·labor shortages or increased labor costs;

·increasing competition in the industry in general;

·changes in attitudes or negative publicity regarding drug safety and health concerns;

·the success of our marketing programs;

·potential fluctuations in our quarterly operating results due to new products and other factors;

·the effect on existing products of focusing on other products in the same markets;

·our management team;

·strain on our infrastructure and resources caused by our growth;

·the impact of federal, state, or local government regulations relating to the industry;

·the impact of litigation;

·statements regarding our goals, intentions, plans, and expectations, including the introduction of new products and markets and locations we intend to target in the future;

·statements regarding the anticipated timing and impact of our pending acquisitions;

·statement regarding our expectation with respect to the potential issuance of stock or shares in connection with our acquisitions or in connection with providing services to client companies.; and

·statement with respect to having adequate liquidity.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

·changes in the pace of legislation;

·other regulatory developments that could limit the market for our products;

·our ability to successfully integrate acquired entities;

·competitive developments, including the possibility of new entrants into our primary markets;

·the loss of key personnel; and

·other risks discussed in this document.

Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report on Form 10-Q are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied by the forward-looking statements.

All forward-looking statements, expressed or implied, included in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.

General

Overview

Alphega Innovations Corporation (the “Company”) was incorporated in Wyoming on July 24, 2024. The Company is an emerging growth company focused on the immersive technology industry, aiming to meet the growing demand for personal and corporate solutions. These include corporate wellness, employee training, digital education, market research, and community engagement, all driven by innovation in corporate services, workforce development, and employee well-being.

Our corporate History and Background

The Company was incorporated in Wyoming on July 24, 2024. To date, we have incorporated the Company, developed a business plan, raised $59,100 through a private placement of common stock to officers, directors, and private investors, and entered into a significant licensing agreement. On November 30, 2024, we signed a Non-Exclusive Licensing Agreement with Locus Social Inc. This agreement provides us with access to patented technologies critical to our immersive wellness solutions. The agreement is valid for 10 years and is renewable for additional terms unless terminated for breach or non-payment.

Business Overview

Our initial focus will be on the following:

·Developing immersive Platforms and Applications: Creating AR/VR-enabled applications for corporate wellness, mental wellness solutions, and fitness transformation, with potential integration of Artificial Intelligence (Al) for enhanced personalization.

·Establishing Strategic Partnerships: Collaborating with businesses, educational institutions, and wellness centers to pilot and refine our solutions.

·Launching Marketing Initiatives: Targeting key markets, including corporate HR departments, fitness centers, and health organizations, to raise awareness and gather feedback.

Our immediate goal is to explore the use and commercialization of our licensed technologies for immersive wellness and corporate development solutions by identifying use cases, developing proof of concept, and positioning for scaling and revenue generation, and execution of our business plan. Efforts include building a team, creating a minimum viable product and service offering, and preparing marketing materials, subject to sufficient funding and market demand. Given the complexity of our technology, the market, and our lack of operating history, as well as uncertainty regarding funding and the availability of resources, including cash, and many other risk factors (See “Risk Factors”) there can be no assurance that these efforts will be successful. Success is dependent on factors outside of our control, including market conditions, customer demand, the ability to secure adequate funding, and the development and acceptance of our products and solutions, and many other factors.

As a development-stage company with limited operating history, we estimate that at least $250,000 will be required over the next twelve months to execute the next phase of operations, as outlined in our “Plan of Operations.” If we are unable to secure sufficient funding or generate revenue within this timeframe, our ability to continue operations and achieve our objectives may be at significant risk. There can be no assurance that we will be able to obtain the necessary funding or successfully execute our business plan.

Results of Operations and Financial Condition

Three and Six Months Ended May 31, 2026, Compared to the Period Ended May 31, 2025

Since the Company’s inception on July 24, 2024, the Company has focused on building its operational foundation, conducting strategic planning, pursuing business development, pursuing funding, and entering into a licensing agreement. Operating activities included company formation, business planning, leadership recruitment, and the execution of the licensing agreement.

For the three months ended May 31, 2025, the total net loss for this period were $370,779. Of this, $47,725 were consulting expenses, $322,213 were legal and professional services, $578 were the regularity fee, $225 were for the financial charges and $38 were for the dues and subscriptions.

For the six months ended May 31,2025, the total net loss for this period were $983,987. Of this, $112,325 were consulting expenses, $870,423 were legal and professional services, $578 were the regularity fee, $623 were for the financial charges and $38 were for the dues and subscriptions.

For the three months ended May 31,2026, the total net loss for this period were $1,418,239. Of this, $252,875 were consulting expenses, $1,174,401 were legal and professional services, $300 were the regularity fee, $3,273 were for the financial charges, $663 were for the dues and subscriptions, $4,569 were travelling and entertainment expenses, $2,550 were advertising & marketing expenses and $37 were other expenses. The Company also generated revenue in the form of income from services which were $40,575 and recognized cost of revenue of $20,146.

For the six months ended May 31,2026, the total net loss for this period were $2,594,832. Of this, $393,125 were consulting expenses, $2,015,130 were legal and professional services, $750 were the regularity fee, $5,722 were for the financial charges, $1,096 were for the dues and subscriptions, $4,569 were travelling and entertainment expenses, $23,800 were Training and development, $144,666 was loss on shares issued against settlement of services, $26,350 were advertising and marketing expenses and $53 were other expenses. The Company also generated revenue in the form of income from services which were $40,575 and recognized cost of revenue of $20,146.

Three months ended May 31, 2026, compared to the three months ended May 31, 2025

Net loss increased to $1.4 million for the three months ended May 31, 2026, from $0.4 million for the comparable prior-year period. The increase was primarily attributable to higher legal and professional fees and consulting expenses as the Company progressed from its initial stage following its incorporation in 2024 and continued to develop its business operations. During the current period, the Company engaged additional consultants and professional service providers to support corporate governance, SEC reporting and compliance, legal matters, strategic planning, business development, and the development of its operational infrastructure. As a result, legal and professional fees increased to $1.2 million from $0.3 million, while consulting expenses increased to $0.3 million from $0.05 million. The Company also incurred advertising and marketing expenses and travel and entertainment expenses during the current period to support its business development activities. These increases were partially offset by $40,575 of consulting service revenue generated during the period, against which the Company recognized $20,146 of cost of revenue.

Six months ended May 31, 2026, compared to the six months ended May 31, 2025

Net loss increased to $2.6 million for the six months ended May 31, 2026, from $1.0 million for the comparable prior-year period. The increase primarily reflects the Company’s continued development and expansion of its operations following its incorporation in 2024. During the current period, the Company increased its engagement of consultants and professional advisors to support corporate governance, SEC reporting and compliance, legal matters, strategic planning, business development, and operational activities. Consequently, legal and professional fees increased to $2.0 million from $0.9 million, while consulting expenses increased to $0.4 million from $0.1 million. The Company also incurred additional expenditures for training and development, advertising and marketing, and travel and entertainment as it expanded its operations. In addition, the Company recognized a $144,666 loss on shares issued in settlement of services, which was not incurred during the comparable prior-year period. Partially offsetting these increased operating expenses, the Company generated $40,575 of consulting service revenue during the period and recognized $20,146 of related cost of revenue.

During the three months ended May 31, 2026, the Company recognized $40,575 of revenue from consulting and strategic advisory services performed under a customer service agreement. The engagement included strategic

advisory, operational coordination, implementation support, business development and related consulting services. The services were completed during April 2026, following which the Company issued an invoice on May 6, 2026. Payment was received in full on May 15, 2026 and, accordingly, no accounts receivable remained outstanding as of May 31, 2026.

The consulting engagement was consistent with the Company’s business strategy and leveraged management’s expertise in strategic partnerships, commercialization initiatives, operational planning and business development while the Company continues to develop its immersive technology platform for corporate wellness, digital education, workforce development and related solutions.

Cost of revenue associated with these consulting services was $20,146 for the three months ended May 31, 2026, primarily consisting of fees paid to related parties that performed a portion of the contracted services.

Management does not consider this engagement to represent a change in the Company’s principal business. The Company remains focused on the development and commercialization of its immersive technology platform and related solutions and may continue to undertake selective consulting engagements that complement its core business and generate operating cash flows during its development stage.

Liquidity and Capital Resources

As of November 30, 2025, the Company had cash and cash equivalents of $2,070.

As of May 31, 2026, the Company had cash and cash equivalents of $71,531.

We have sustained net losses which have resulted in an accumulated deficit at May 31, 2026, of $4,922,381, and are currently experiencing a substantial shortfall in operating capital which raises doubt about our ability to continue as a going concern. Without additional revenues, working capital loans, or equity investment, there is substantial doubt as to our ability to commence and continue operations.

Management believes that the funds received to date, together with the expected future installments under this agreement, will partially alleviate the Company’s operating capital shortfall and improve its liquidity position. Accordingly, while uncertainties remain, these developments reduce the level of doubt regarding the Company’s ability to continue as a going concern.

We believe that our capital resources are insufficient for ongoing operations, with minimal current cash reserves, particularly given the resources necessary to execute on our planned operations. We will likely require considerable amounts of financing to make any significant advancement in our business strategy. There is presently no agreement in place that will guarantee financing for our Company, and we cannot assure you that we will be able to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect our Company and our business and may cause us to substantially curtail or even cease operations. Consequently, you could incur a loss of your entire investment in the Company.

Cash Flows from Operating, Investing and Financing Activities

The following table summarizes our cash flows for the period indicated:

	For the six months ended May 31,
	2026		2025
Cash flows from operating activities	$	(179,221)	$	(46,514)
Cashflow from investing activities	$	-	$	-
Cashflow from financing activities	$	248,682	$	72,161

Operating Activities

·Net cash used in operating activities amounted to $(179,221) for the six months ended May 31, 2026, compared to $(46,514) for the six months ended May 31, 2025.

·The increase in net cash used in operating activities was primarily attributable to higher working capital requirements and increased operating expenses during the period.

Investing Activities

·No cash flows from investing activities were reported in either period, indicating no acquisition or disposal of long-term assets during the quarters under review.

Financing Activities

·Net cash provided by financing activities amounted to $248,682 for the six months ended May 31, 2026, compared to $72,161 for the six months ended May 31, 2025.

·The increase in cash provided by financing activities was primarily attributable to proceeds from share subscriptions and loan raised from Related Parties during the six months ended May 31, 2026, compared to the prior-year period.

Off-Balance Sheet Arrangements

As of May 31, 2026, we do not have any 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 that are material to investors.

Critical Accounting Policies

We have identified the policies in the attached financial statements as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. The impact and any associated risks related to these policies on our business operations are discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operation where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates. For more information, see “Note 2 - Summary of Significant Accounting Policies” in the attached financial statements.

Recently Issued Accounting Pronouncements

The information contained in Note 2 - Summary of Significant Accounting Policies to the statements under the heading “Recently Issued Accounting Pronouncements” is hereby incorporated by reference into Part I, Item 2. From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.”

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 under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Luis Carlos Ung, our Chief Executive Officer and Interim Chief Financial Officer, evaluated the effectiveness of our 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 the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that, as of May 31, 2026, our disclosure controls and procedures were effective to provide reasonable assurance 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 within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently a party to any material legal proceedings, and we are not aware of any material legal proceedings pending or threatened against us.

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 under this item.

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

During the six months ended May 31, 2026, the Company issued the following unregistered securities pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D thereunder. No underwriters were involved and no commissions were paid.

(a) On December 31, 2025, the Company issued 118,800 shares of its common stock to Soho Capital Solutions in exchange for services rendered. Although the agreed price was $0.10 per share (totaling $11,880), the shares were recorded at their estimated fair value of $1.00 per share, resulting in a total recognized value of $118,800. Accordingly, the Company recognized a loss on settlement of services of $106,920 in the Statement of Operations for the six months ended May 31, 2026.

(b) On February 28, 2026, the Company issued 41,940 shares of its common stock to Soho Capital Solutions in exchange for services rendered. Although the agreed price was $0.10 per share (totaling $4,194), the shares were recorded at their estimated fair value of $1.00 per share, resulting in a total recognized value of $41,940. Accordingly, the Company recognized a loss on settlement of services of $37,746 in the Statement of Operations for the six months ended May 31, 2026.

c) On March 30, 2026, the Company issued 100,000 shares of its common stock to JE Omnitrade, Inc. at a purchase price of $1.00 per share pursuant to a Share Subscription Agreement dated March 24, 2026. The Company received aggregate cash proceeds of $100,000 on the same date. Under the terms of the agreement, JE Omnitrade, Inc. agreed to subscribe for up to 300,000 shares of the Company’s common stock for aggregate consideration of $300,000. The remaining $200,000 is payable in future installments, and additional shares will be issued on a pro rata basis as such installment payments are received.

(d) From December 1, 2025 through May 31, 2026, the Company issued an aggregate of 101,682 shares of its common stock to various investors for aggregate cash proceeds of $101,682.

(e) On May 30, 2026, the Company issued 2,000 shares of its common stock to Fayaz Pinjari at a purchase price of $1.00 per share for aggregate consideration of $2,000. As of May 31, 2026, the purchase price had not yet been received, and the Company recorded a subscription receivable of $2,000. The subscription amount was subsequently received on June 3, 2026.

(f) On May 31, 2026, the Company issued an aggregate of 4,932 shares of its common stock to Soho Capital Solutions in exchange for services rendered at a price of $1.00 per share, resulting in total recognized compensation expense of $4,932.

The aggregate fair value of the shares issued for services during the quarter was $165,672, which is reflected in the financial statements as stock-based compensation expense (with the excess over the agreed service price recorded as a loss on settlement of services). No cash proceeds were received from the issuances described in items (a), (b) and (f).

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

Not applicable.

Item 5. Other Information.

During the three months ended May 31, 2026, none of our directors or officers (as defined in Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any “non-Rule 10b5-1 trading arrangement” (as defined by Item 408(c) of Regulation S-K). However, certain of our directors and officers may adopt 10b5-1 plans or non-Rule 10b5-1 trading arrangements in the future.

Item 6. Exhibits.

The following exhibits are included as part of this report:

			Incorporated by Reference
Exhibit No.	Description	Filed Herewith *()**	Filing Type	Date Filed
3.1	Articles of Incorporation		S-1	04/14/2025
3.2	Bylaws		S-1	04/14/2025
10.1	License Agreement dated November 30, 2024, with Locus Social, Inc.		S-1	04/14/2025
31.1	Certification of Chief Executive Officer and Interim Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	*
32.1	Certification of Chief Executive Officer and Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	*
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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:

July 14, 2026

By: /s/ Luis Carlos Ung

Name: Luis Carlos Ung

Title: Chief Executive Officer and Interim Chief Financial Officer

Signature

Title

Date

/s/ Luis Carlos Ung

Name: Luis Carlos Ung

President, CEO, Interim Chief Financial Officer, Secretary, Director

(Principal Executive, Financial and Accounting Officer)

July 14, 2026

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

	May 31, 2026		November 30, 2025
	(Unaudited)		(Audited)
Assets
Current Assets
Cash	$	71,531	$	2,070
Total Current Assets		71,531		2,070

Total Assets		71,531		2,070

Liabilities and Stockholders’ (Deficit)
Current Liabilities
Short term business loan		17,000		17,000
Loan from related parties		81,000		32,000
Accounts payable and Accrued liability		583,009		309,927
Due to related parties		3,858,448		1,881,592
Total Current Liabilities		4,539,457		2,240,519

Total Liabilities		4,539,457		2,240,519

Stockholders’ Deficit
Common stock $0.0001 par value; 500,000,000 shares authorized; 15,037,354 and 14,670,000 shares issued and outstanding as of May 31, 2026, and November 30, 2025, respectively		1,504		1,467
Preferred stock $0.0001 par value; 200,000,000 shares authorized; nil shares issued		-		-
Subscription receivable		(2,000)		-
Additional Paid-in Capital		454,951		87,633
Accumulated deficit		(4,922,381)		(2,327,549)
Total Stockholders’ Deficit		(4,467,926)		(2,238,449)
		71,531	$	2,070
Total Liabilities and Stockholders’ (Deficit)	$	71,531	$	2,070

PART I - FINANCIAL INFORMATION	1
Item 1. Financial statements.	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 3. Quantitative and Qualitative Disclosures about Market Risk.	17
Item 4. Controls and Procedures.	18
PART II - OTHER INFORMATION	19
Item 1. Legal Proceedings.	19
Item 1A. Risk Factors.	19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	19
Item 3. Defaults Upon Senior Securities.	19
Item 4. Mine Safety Disclosure.	20
Item 5. Other Information.	20
Item 6. Exhibits.	20
SIGNATURES	21