U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

Mark One

 

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

 

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026

 

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

 

For the transition period from ______ to _______

 

COMMISSION FILE NO. 333-283342

 

ORBIT INNOVATIONS GROUP INC.

(Exact name of registrant as specified in its charter)

 

Wyoming

(State or other jurisdiction of incorporation)

 

7389

(Primary Standard Industrial Classification Code Number)

 

61-2142915

(IRS Employer Identification No.)

 

Vrabci 9

Prague, Czech Republic 18200

Tel: (307) 381-0288

(Address and telephone number of registrant's principal executive

 

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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

Emerging growth company

Smaller reporting company

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☒

 

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

 

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

 

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

 

Applicable Only to Corporate Registrants

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

 

Class

Outstanding as of July 28, 2026

Common Stock, $0.001

3,197,375

 

 

 

 

 

ORBIT INNOVATIONS GROUP INC.

 

 

 

 

PART I FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS (UNAUDITED)

 3

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

10

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

12

ITEM 4

CONTROLS AND PROCEDURES

12

PART II OTHER INFORMATION

ITEM 1

LEGAL PROCEEDINGS

13

ITEM 2 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

13

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

13

ITEM 4

MINE SAFETY DISCLOSURES

13

ITEM 5

OTHER INFORMATION

13

ITEM 6

EXHIBITS

13

 

SIGNATURES

14

 

 
2

Table of Contents

 

PART I. FINANCIAL INFORMATION

 

ORBIT INNOVATIONS GROUP INC.

BALANCE SHEET

 

 

 

JUNE 30, 2026

 

 

SEPTEMBER 30, 2025

 

 

 

(UNAUDITED)

 

 

(AUDITED)

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$36,144

 

 

$32,127

 

Total for Current Assets

 

$36,144

 

 

$32,127

 

Long-term assets

 

 

 

 

 

 

 

 

Intangible asset – Website

 

$2,100

 

 

$2,550

 

Total for Long-term assets

 

$2,100

 

 

$2,550

 

Total for ASSETS

 

$38,244

 

 

$34,677

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$-

 

 

$6,000

 

Loan from related party

 

$6,515

 

 

$5,707

 

Total for Current Liabilities

 

$6,515

 

 

$11,707

 

Shareholder's Equity

 

 

 

 

 

 

 

 

Common stock, $0.001 par value, 75,000,000 shares authorized; 3,197,375 and 3,060,875 shares issued and outstanding as of June 30, 2026 and September 30, 2025

 

$3,197

 

 

$3,061

 

Additional Paid-In Capital

 

$25,272

 

 

$20,158

 

Accumulated Surplus /(Deficit)

 

$3,260

 

 

$(249)

Total for Stockholders’ Equity

 

$31,729

 

 

$22,970

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$38,244

 

 

$34,677

 

 

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

 

 
3

Table of Contents

 

ORBIT INNOVATIONS GROUP INC.

STATEMENT OF OPERATIONS

(UNAUDITED)

 

 

 

Three months ended June 30, 2026

 

 

Three months ended June 30, 2025

 

 

Nine months ended June 30, 2026

 

 

Nine months ended June 30, 2025

 

REVENUE

 

$12,850

 

 

$-

 

 

$50,350

 

 

$10,000

 

COST OF SERVICES

 

$6,500

 

 

$-

 

 

$24,438

 

 

$-

 

GROSS PROFIT

 

$6,350

 

 

$-

 

 

$25,912

 

 

$10,000

 

OTHER INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange Gain (Loss)

 

$(76)

 

$286

 

 

$(321)

 

$346

 

Total for other Income

 

$(76)

 

$286

 

 

$(321)

 

$346

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank charges

 

$653

 

 

$535

 

 

$2,798

 

 

$1,500

 

Legal and professional fees

 

$3,097

 

 

$2,765

 

 

$18,834

 

 

$12,949

 

Website amortization

 

$150

 

 

$150

 

 

$450

 

 

$300

 

Total for operating expenses

 

$3,900

 

 

$3,450

 

 

$22,082

 

 

$14,749

 

INCOME (LOSS) BEFORE INCOME TAXES

 

$2,374

 

 

$(3,164)

 

$3,509

 

 

$(4,403)

Provision for income taxes

 

$-

 

 

$-

 

 

$-

 

 

$-

 

NET INCOME (LOSS)

 

$2,374

 

 

$(3,164)

 

$3,509

 

 

$(4,403)

Income (Loss) per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted:

 

$0.00

 

 

$(0.00)

 

$0.00

 

 

$(0.00)

Weighted Average Number of Common Shares Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted:

 

 

3,197,375

 

 

 

2,629,406

 

 

 

3,180,333

 

 

 

2,571,458

 

 

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

 

 
4

Table of Contents

 

ORBIT INNOVATIONS GROUP INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED JUNE 30, 2026 AND 2025

(UNAUDITED)

 

 

 

Common stock

 

 

Additional Paid-In

 

 

Accumulated Surplus /

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

(Deficit)

 

 

Total

 

Balance as of September 30, 2025

 

 

3,060,875

 

 

$3,061

 

 

$20,158

 

 

$(249)

 

$22,970

 

Shares issued

 

 

136,500

 

 

$137

 

 

$5,114

 

 

 

 

 

 

$5,250

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

$3,509

 

 

$3,509

 

Balance as of June 30, 2026

 

 

3,197,375

 

 

$3,197

 

 

$25,272

 

 

$3,260

 

 

$31,729

 

Balance as of September 30, 2024

 

 

2,544,000

 

 

$2,544

 

 

 

-

 

 

$(544)

 

$2,000

 

Shares issued

 

 

313,125

 

 

$313

 

 

$12,212

 

 

 

-

 

 

$12,525

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

$(4,403)

 

$(4,403)

Balance as of June 30, 2025

 

 

2,857,125

 

 

$2,857

 

 

$12,212

 

 

$(4,947)

 

$10,122

 

 

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

 

 
5

Table of Contents

 

ORBIT INNOVATIONS GROUP INC.

STATEMENT OF CASH FLOWS

(UNAUDITED)

 

 

 

Nine months ended June 30, 2026

 

 

Nine months ended June 30, 2025

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net Income (Loss)

 

$3,509

 

 

$(4,403)

Amortization expense

 

$450

 

 

$300

 

Increase (Decrease) in Operating Liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$(6,000)

 

$-

 

Deferred Revenue

 

$-

 

 

$-

 

Net cash from operating activities

 

$(2,041)

 

$(4,103)

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Website

 

$-

 

 

$(3,000)

Net cash used in investing activities

 

$-

 

 

$(3,000)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Loan from related party

 

$808

 

 

$5,707

 

Proceeds from Issuance of Common Stock

 

$5,250

 

 

$12,525

 

Net cash provided by financing activities

 

$6,058

 

 

$18,232

 

Change in cash and cash equivalents

 

$4,017

 

 

$11,129

 

Cash at Beginning of Period

 

$32,127

 

 

$2,000

 

Cash at End of Period

 

$36,144

 

 

$13,129

 

Supplemental schedule of cash flow information:

 

 

 

 

 

 

 

 

Cash Paid for:

 

 

 

 

 

 

 

 

Interest

 

$-

 

 

$-

 

Income Tax

 

$-

 

 

$-

 

 

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

 

 
6

Table of Contents

 

ORBIT INNOVATIONS GROUP INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2026

 

NOTE 1 – ORGANIZATION AND BUSINESS

 

ORBIT INNOVATIONS GROUP INC. (the “Company”) was incorporated under the laws of the State of Wyoming on December 7, 2023. The Company’s fiscal year ends on September 30. The Company provides interior, exterior, landscape, and brand design services.

 

NOTE 2 – GOING CONCERN

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) applicable to a going concern, which contemplates the realization of assets and the settlement of liabilities in the ordinary course of business. Although the Company reported net income of $3,509 for the nine months ended June 30, 2026, it has not yet demonstrated sustained profitability or generated recurring operating cash flows sufficient to fund its operations on an ongoing basis. During the nine months ended June 30, 2026, the Company continued to rely, in part, on advances from related parties and proceeds from equity issuances to support its operations. In addition, the independent registered public accounting firm's report on the Company's September 30, 2025 financial statements included an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern.

 

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 through continued financial support from management and shareholders and, as needed, by seeking additional third-party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing its plans. The accompanying unaudited 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 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

 

New Accounting Pronouncements

 

Management continues to evaluate the impact of recently issued but not yet effective accounting pronouncements, and will adopt them as required. No recently issued accounting standards are expected to have a significant impact on the Company’s financial statements.

 

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 may differ from these estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. As of June 30, 2026, the Company’s cash and cash equivalents consist primarily of deposits with financial institutions.

 

Foreign Currency Transactions

 

The Company’s functional currency is the U.S. dollar. Transactions denominated in currencies other than the U.S. dollar are recorded at the exchange rate in effect on the date of the transaction. Monetary assets and liabilities in foreign currencies are remeasured at the end of each reporting period using the prevailing exchange rate. Any resulting foreign exchange gains or losses are included in the statement of operations under “Foreign Exchange Gain/Loss.” When a foreign currency account is settled or closed, any remaining balance due to cumulative exchange rate differences is recognized in the period in which the settlement occurs.

 

 
7

Table of Contents

 

 

Intangible Assets

 

The Company capitalizes costs directly attributable to the acquisition and development of intangible assets. The Company’s website is considered a finite-lived intangible asset and is recorded at its historical cost of $3,000, less accumulated amortization and any impairment losses. As of June 30, 2026, the website’s net carrying value was $2,100, reflecting accumulated amortization of $900.

 

The website is being amortized on a straight-line basis over an estimated useful life of five years.

 

Amortization of Intangible Assets

 

Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company amortizes the website cost over five years, with amortization calculated and recorded monthly. This results in a monthly amortization expense of $50, recognized in the Statement of Operations. The Company periodically reviews the estimated useful lives and amortization methods to ensure they remain appropriate and reflect the assets’ expected consumption of economic benefits.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606 – Revenue from Contracts with Customers. Under this standard, revenue is recognized when control of a promised good or service is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

 

The Company evaluates each contract to determine:

 

 

·

The existence of enforceable rights and obligations;

 

·

Whether performance obligations are satisfied over time or at a point in time;

 

·

The appropriate transaction price;

 

·

Allocation of the transaction price to performance obligations; and

 

·

The point at which control transfers to the customer.

 

For the nine months ended June 30, 2026, the Company recognized revenue from architectural and design services upon completion and customer acceptance of the final deliverables in accordance with the contract terms.

 

Fair Value of Financial Instruments

 

Accounting Standards Codification (“ASC”) 825, “Disclosures about Fair Value of Financial Instruments,” requires the disclosure of fair value information for certain financial instruments. ASC 820, “Fair Value Measurements,” defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon market assumptions and pertinent information available to management as of June 30, 2026.

 

Earnings per Share

 

The Company follows the guidance of ASC 260, “Earnings Per Share,” which governs the calculation, presentation, and disclosure of earnings (loss) per share for entities with publicly traded common stock.

 

Basic earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Since the Company has no dilutive securities, diluted earnings (loss) per share is identical to basic earnings (loss) per share.

 

Rounding Policy

 

All amounts in these financial statements are presented in U.S. dollars and rounded to the nearest dollar, unless otherwise indicated.

 

 
8

Table of Contents

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

Since inception (December 7, 2023) and through June 30, 2026, the Company has relied on advances from its sole officer and director to fund operating and administrative activities. These advances represent payments made by the director on behalf of the Company to cover incorporation costs, professional service fees, and other general expenses. The advances are unsecured, non-interest bearing, and due on demand, and are intended to serve as short-term financing until the Company can generate sufficient operating cash flows, obtain equity financing, or secure external funding.

 

Since inception (December 7, 2023) and through June 30, 2026, the sole officer and director advanced a total of $6,515 to the Company. As of June 30, 2026, the entire balance remained outstanding and is presented as a current liability in the accompanying balance sheet.

 

There is no formal written agreement or continuing commitment from the director or any other related party to provide additional financial support, and no promissory note has been executed in connection with these advances.

 

NOTE 5 – STOCKHOLDERS’ EQUITY

 

As of June 30, 2026 and September 30, 2025, the Company had 3,197,375 and 3,060,875 shares of common stock issued and outstanding, respectively.

 

During the nine months ended June 30, 2026, the Company issued 136,500 shares of common stock for gross proceeds of $5,460. Equity issuance costs of $210 were incurred in connection with the issuance, resulting in net proceeds of $5,250.

 

There were no changes to the Company’s authorized shares, par value, or classes of stock during the period.

 

NOTE 6 – INCOME TAXES

 

The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting bases and the tax bases of assets and liabilities.

 

For the nine months ended June 30, 2026, the Company recorded no provision for income taxes. Although the Company reported pretax income for the period, management determined that no current income tax payable and no net deferred tax asset should be recognized as of June 30, 2026. As of June 30, 2026, the Company did not record a net deferred tax asset, as management determined that it is more-likely-than-not that any deferred tax assets would not be realized; accordingly, a valuation allowance would offset such deferred tax assets.

 

Management will continue to evaluate the Company’s income tax position and the realizability of deferred tax assets in future periods.

 

NOTE 7 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from June 30, 2026 to the date the financial statements were issued and has determined that there are no items to disclose.

 

 
9

Table of Contents

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

DESCRIPTION OF BUSINESS

 

Orbit Innovations Group Inc. was incorporated under the laws of the State of Wyoming on December 7, 2023. The Company’s fiscal year ends on September 30. We are engaged in providing interior, exterior, landscape, and brand design services.

 

RESULTS OF OPERATIONS

 

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

As of June 30, 2026, our total assets were $ 38,244 compared to $34,677 in total assets at September 30, 2025. As of June 30, 2026, our total liabilities were $6,515 compared to $11,707 in total liabilities at September 30, 2025.

 

Stockholders’ equity was $31,729 as of June 30, 2026 compared to stockholders’ equity of $22,970 as of September 30, 2025.

 

Three-Month Period Ended June 30, 2026

 

Revenue

 

We generated revenue of $12,850 during the three-month period ended June 30, 2026, compared to revenue of $0 during the three-month period ended June 30, 2025.

 

Cost of Services

 

Cost of services was $6,500 for the three-month period ended June 30, 2026, compared to $0 for the three-month period ended June 30, 2025, resulting in gross profit of $6,350 and $0, respectively.

 

Operating Expenses

 

For the three months ended June 30, 2026, our total operating expenses were $3,900, primarily comprised of legal and professional fees, compared to $3,450 for the three-month period ended June 30, 2025.

 

Other Income or Expenses

 

We incurred a foreign exchange loss of $76 for the three months ended June 30, 2026, compared to a foreign exchange gain of $286 for the three months ended June 30, 2025.

 

 
10

Table of Contents

 

Net Income (Loss)

 

As a result, we recorded net income of $2,374 for the three-month period ended June 30, 2026, compared to a net loss of $3,164 for the three-month period ended June 30, 2025.

 

Nine-Month Period Ended June 30, 2026

 

Revenue

 

We generated revenue of $50,350 during the nine-month period ended June 30, 2026, compared to revenue of $10,000 during the nine-month period ended June 30, 2025.

 

Operating Expenses

 

For the nine months ended June 30, 2026, our total operating expenses were $22,082, primarily comprised of legal and professional fees and general administrative costs, compared to $14,749 for the nine-month period ended June 30, 2025.

 

Other Income or Expenses

 

We incurred a foreign exchange loss of $321 for the nine months ended June 30, 2026. By comparison, we incurred a foreign exchange gain of $346 for the nine months ended June 30, 2025.

 

Net Income

 

As a result, we recorded net income of $3,509 for the nine-month period ended June 30, 2026, compared to a net loss of $4,403 for the nine-month period ended June 30, 2025.

 

PLAN OF OPERATION AND FUNDING

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

Existing working capital, further advances and debt instruments, and anticipated cash flows are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures related to the acquisition of design software, developmental expenses associated with a start-up business, and marketing expenses. We intend to finance these expenses through further issuances of securities and debt. Thereafter, we expect to need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders and may include securities with rights, preferences, or privileges senior to our common stock. Additional financing may not be available on acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business opportunities, which could significantly and materially restrict our business operations.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of the date of this Quarterly Report, 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.

 

GOING CONCERN

 

The independent registered public accounting firm auditors' report accompanying our September 30, 2025 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. Management has a disclosure in the financial statements to this effect as well. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

 
11

Table of Contents

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

 

Changes in Internal Controls over Financial Reporting

 

There have been no changes in the Company's internal control over financial reporting during the three-month period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

 
12

Table of Contents

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No senior securities were issued and outstanding during the three-month period ended June 30, 2026.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable to our Company.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

31.1

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

32.1

 

Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 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 (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 Labels 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).

 

 
13

Table of Contents

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Svetlana Belychova

 

 

 

 

Svetlana Belychova

 

President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) 

 

July 28, 2026

 

 
14

 


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

CERTIFICATION

CERTIFICATION

XBRL TAXONOMY EXTENSION SCHEMA

XBRL TAXONOMY EXTENSION LABEL LINKBASE

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

IDEA: R1.htm

IDEA: R2.htm

IDEA: R3.htm

IDEA: R4.htm

IDEA: R5.htm

IDEA: R6.htm

IDEA: R7.htm

IDEA: R8.htm

IDEA: R9.htm

IDEA: R10.htm

IDEA: R11.htm

IDEA: R12.htm

IDEA: R13.htm

IDEA: R14.htm

IDEA: R15.htm

IDEA: R16.htm

IDEA: R17.htm

IDEA: R18.htm

IDEA: R19.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: oigi_10q_htm.xml