UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarter ended
OR
For the transition period from _________ to ________
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: Not applicable
Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer”, “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one).
Large accelerated filer | ☐ |
| Accelerated filer | ☐ |
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| Smaller reporting company | ||
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐
As of August 11, 2026, the registrant had
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TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
Item 1. Financial statements.
DentonX Inc.
Condensed Balance Sheets
As of June 30, 2026
June 30, 2026 |
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Assets |
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Current Assets |
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Cash | $ |
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Total Current Assets |
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Non-Current Assets |
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Notes receivable |
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Total Non-Current Assets |
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Total Assets | $ |
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Liabilities and Stockholders’ (Deficit) |
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Current Liabilities |
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Accounts payable | $ |
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Due to related parties |
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Other Payable |
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SAFE liability |
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Total Current Liabilities |
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Total Liabilities |
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Stockholders’ Deficit |
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Common stock $ |
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Preferred stock $ |
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Subscription Receivable |
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Advances against issuance of Common Stock |
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Additional Paid-in Capital |
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Stock Payable |
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Accumulated deficit |
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Total Stockholders’ Deficit |
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Total Liabilities and Stockholders’ (Deficit) | $ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
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DentonX Inc.
Condensed Statement of Operations and Comprehensive Loss
(Unaudited)
(Comparative not applicable - incorporated September 3, 2025)
Three Months Ended June 30, 2026 |
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Operating Expenses |
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Legal and professional services (includes $ | $ |
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Consulting |
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License fee |
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Travel |
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Software and subscriptions |
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Bank fees service charges |
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Total Operating Expenses |
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Loss from Operations |
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Other Income & (Expense) |
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Unrealized loss in fair value of SAFE liability |
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Interest income (expense) - net |
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Net Loss before Income Tax |
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Income taxes |
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Net Loss | $ | ( |
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Other comprehensive income (loss) |
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Comprehensive Loss | $ | ( |
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Basic and Diluted Weighted Average Shares Outstanding |
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Basic and Diluted Net Loss per Share | $ | ( |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
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DentonX Inc.
Condensed Statements of Changes in Stockholders’ (Deficit) Equity
(Unaudited)
For the nine months ended June 30, 2026
(Comparative not applicable - incorporated September 3, 2025)
| Common Stock | Preferred Stock |
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Shares | Amount | Shares | Amount | Advance Against Issuance of Common and Preferred Shares | Additional Paid-In- Capital | Stock Payable | Subscription Receivable | Accumulated Deficit | Total | |||||||||
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As of October 1, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||
Issuance of common stock for services received |
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Common stock issued against advances |
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Net loss |
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As of December 31, 2025 |
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Net loss |
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As of March 31, 2026 | $ | $ | $ | $ | $ | $ | $ | ( | $ | ( | ||||||||
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Issuance of common stock for services received |
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Issuance of common stock for debt conversion |
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Issuance of common stock for SAFE |
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Issuance of common stock for subscription |
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Advance against issuance of common shares |
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Capital contribution (note receivable) |
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Net loss |
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Balance as of June 30, 2026 | $ | $ | $ | $ | $ | $ | $ | ( | $ | ( | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
DentonX Inc.
Condensed Statements Of Cash Flows
(Unaudited)
Nine Months Ended June 30, 2026 | ||
Cash Flows from Operating Activities |
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Net loss | $ | ( |
Adjustments of non-cash items to reconcile net loss to net cash used in operating activities: |
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Issuance of common stock against services |
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Stock payable for services received |
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Loss on fair value of SAFE liability |
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Accrued interest on notes receivable |
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Interest accrued on short-term borrowing and conversion into equity |
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Net changes in operating assets and liabilities: |
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Due to related party |
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Accounts payable |
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Other payable |
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Prepaid expense |
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Net Cash Used in Operating Activities |
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Net Cash Flow from Financing Activities |
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Collection of subscription receivable |
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Proceeds from SAFE Agreement |
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Proceeds from the short-term borrowing and issuance of shares (Michael & Linh Tran) |
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Net Cash Provided by Financing Activities |
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CHANGE IN CASH |
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CASH AT BEGINNING OF PERIOD |
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CASH AT END OF PERIOD | $ | $ |
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Supplemental Cash Flow Information: |
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Supplemental Disclosure of Non-Cash Activities |
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Note receivable |
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Total Non-Cash Transactions | $ | |
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
DentonX Inc.
Notes to Financial Statements
(Unaudited)
NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DentonX Inc. (“DentonX” or “the Company”) was incorporated in the State of Wyoming on September 3, 2025. The Company provides end-to-end data infrastructure and automation tools that support modern lending ecosystems. DentonX’s platform enables non-bank lenders, financial institutions, and credit platforms to operate with greater speed, accuracy, and confidence, regardless of the complexity of their loan portfolios. The Company’s solutions integrate data management, workflow automation, and analytical capabilities to streamline lending operations, enhance decision-making, and improve operational efficiency. As a development-stage company, DentonX is currently focused on building its platform, developing technology solutions, and preparing for commercial deployment. The Company’s operations are designed to support scalable lending activities and provide advanced automation tools for financial services organizations.
On May 11, 2026, the Company incorporated DentonX Outstanding Investment Co. (“DentonX OIC”), a wholly owned subsidiary. DentonX OIC has not commenced operations as of June 30, 2026. The Company has entered into contractual arrangements with Outstanding Investment Co., Ltd. (“OIC”); however, the conditions necessary to obtain a controlling financial interest had not been satisfied as of June 30, 2026. Accordingly, management concluded that consolidation of OIC was not appropriate under ASC 810, Consolidation.
On June 5, 2026, Sun Stone Advisory Corporation (“Sun Stone”) was incorporated pursuant to the Strategic Cooperation Agreements entered into on March 26, 2026. The entity contemplated in the Strategic Cooperation Agreements as “DentonX XYZ Corp.” was subsequently incorporated as Sun Stone Advisory Corporation. Under the Strategic Cooperation Agreements, the Company expects to acquire an 80% ownership interest in Sun Stone, with the remaining 20% expected to be owned by BCE Stars Group Inc. (pursuant to the Novation and Assignment Agreement described in Note 5, whereby BCE Stars Group Inc. succeeded to the rights and obligations of Ianleong Tam under the Strategic Cooperation Agreements). As of June 30, 2026, the related share issuances had not been completed and the Company had not obtained a controlling financial interest in Sun Stone. Accordingly, Sun Stone has not been consolidated in the accompanying condensed financial statements. As of June 30, 2026, Sun Stone had not commenced operations and had no material assets, liabilities, revenues, or expenses. Management will reassess the consolidation conclusion upon completion of the share issuances and other relevant transactions in accordance with ASC 810, Consolidation.
Going Concern Consideration
The Company’s unaudited financial statements as of June 30, 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 June 30, 2026, totaling $
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. Management estimates that a minimum of approximately $
5
DentonX Inc.
Notes to Financial Statements
(Unaudited)
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. The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on May 1, 2026.
The Company was incorporated on September 3, 2025; accordingly, no comparative period activity existed for the three months, and nine months ended June 30, 2025, so such comparative column or table was not included in Statement of Operations and Comprehensive loss, Statement of Cashflows and Statements of Changes in Stockholders’ (Deficit) Equity.
The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. GAAP for interim financial information. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The results of operations for the nine months ended June 30, 2026, are not necessarily indicative of the operating results that may be expected for the year ending September 30, 2026, or any future interim period.
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.
Liquidity and Capital Resources Note
As of June 30, 2026, the Company had cash of $
In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” as of June 30, 2026, the Company does believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company does not raise sufficient capital to meet its business objectives, the Company has insufficient funds available to operate its business over the next twelve months.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and demand deposits with financial institutions, as well as all highly liquid investments with original maturities of three months or less at the time of purchase. Cash and cash equivalents are carried at cost, which approximates fair value. The Company maintains its cash balances at financial institutions, which at times may exceed federally insured limits; however, management does not believe the Company is exposed to significant credit risk related to these balances.
The Federal Deposit Insurance Corporation (“FDIC”) insures deposits up to $
Fair Value of Financial Instruments
The Company’s financial instruments include cash and cash equivalents, prepaid expenses, accounts payable, accrued expenses, and other current liabilities including SAFE Liability. The carrying amounts of these financial instruments approximate their fair values due to their short-term maturity. The Company holds SAFE Liability as a financial
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DentonX Inc.
Notes to Financial Statements
(Unaudited)
instruments that is required to be measured at fair value on a recurring basis. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value:
Level 1 -Quoted prices in active markets for identical assets or liabilities.
Level 2 -Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 -Unobservable inputs which are supported by little or no market activity.
Prepaid Expense
Prepaid expenses represent payments made in advance for goods or services to be received in future periods and are recorded as assets until the related benefits are consumed. Prepaid expenses are amortized to operating expenses on a straight-line basis over the period to which the related benefits apply.
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 June 30, 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 ordinary shares outstanding during the period in accordance with ASC 260, Earning per Share. For the period from April 1, 2026, to June 30, 2026, and period from October 1, 2025, to June 30, 2026, the weighted average number of shares outstanding was
Stock -based Compensation
The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation Stock Compensation (“ASC 718”). The Company measures the cost of awards of equity instruments including shares of common stock issued to employees, officers, directors, and non-employees in exchange for goods or services based on the grant-date fair value of the award. The fair value of common stock issued is determined based on observable arm’s-length transactions in the Company’s common stock where available. Compensation expense is recognized on the grant date for awards that are fully vested at the time of issuance (i.e., no requisite service period). Incremental compensation costs arising from subsequent modifications of awards after the grant date are recognized when the
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DentonX Inc.
Notes to Financial Statements
(Unaudited)
modification occurs. The Company has not adopted a stock option plan and has not granted any stock options as of June 30, 2026.
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:
Cash and bank | $ | |
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Total Assets | $ |
For three months ended June 30, 2026 |
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Unrealized loss in fair value of SAFE liability |
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Interest income (expense) - net |
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Net loss | $ |
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Segment Reconciliation:
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Segment net loss - net loss | $ |
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Segment loss before income taxes | $ |
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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
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DentonX Inc.
Notes to Financial Statements
(Unaudited)
15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on September 3, 2025, its date of incorporation.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. This ASU is effective for fiscal years beginning after December 15, 2024, and allows for adoption on a prospective basis, with a retrospective option. We are currently evaluating the impacts of the new standard.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
NOTE 3 - PREPAID EXPENSES
Consulting Agreements
The Company entered into a Corporate Development and Financial Consulting Agreement with RP Fairbanks Global Partners II LLC on September 23, 2025, a Strategic Business Consulting Agreement with RP Far Sun Global Group LLC on September 27, 2025, and a Consulting Agreement with Soho Capital Solutions Inc. on October 3, 2025, to provide corporate development, strategic business consulting, SEC reporting, accounting, financial reporting, and other advisory services. Under these agreements, the Company paid retainers in advance to secure the consultants’ availability and future professional services. The Company has recorded these retainers as prepaid expenses as of June 30, 2026. In accordance with the Company’s accounting policy, the prepaid retainers will remain recorded as prepaid expenses until the related consulting engagements are completed, terminated, or otherwise settled under the respective agreements, at which time the prepaid balances will be applied or otherwise accounted for in accordance with the terms of the applicable agreements. The Fairbanks agreement provides for an $
Advisory Agreement
On May 29, 2026, the Company entered into an Advisory Agreement with Kadenwood Group Advisory Corporation to provide strategic advisory, investor relations, capital markets advisory and placement agent services in connection with the Company’s capital-raising activities.
Under the agreement, the Company agreed to pay a fixed retainer of $
NOTE 4 - LONG TERM NOTES RECEIVABLE - SECURED
On May 1, 2026, the Company entered into an Assignment and Contribution Agreement with 8UK6 Inc., pursuant to which 8UK6 Inc. assigned, transferred and contributed to the Company all of its rights, title and interest in a promissory note and the related deed of trust securing such note as a capital contribution. Under the agreement, the loan was assigned a value of $
The contributed loan consists of a promissory note dated April 13, 2026, executed by Nanjie Huang and Le Kuai in the original principal amount of $155,000. The note is secured by a first deed of trust on residential real property located at 5827 Killarney Circle, San Jose, California, together with the related deed of trust and all rights thereunder assigned to the Company on May 1, 2026.
9
DentonX Inc.
Notes to Financial Statements
(Unaudited)
The promissory note bears interest at an introductory annual rate of
For the three months ended June 30, 2026, the Company recognized interest income of $
As of June 30, 2026, the outstanding principal balance of the loan receivable was $
NOTE 5 - STRATEGIC COOPERATION AGREEMENTS
On March 26, 2026, the Company entered into a Strategic Cooperation Agreement, an Investment Rights Agreement, and a Share Grant Agreement (collectively, the “Strategic Agreements”) with Ianleong Tam. Under the Strategic Agreements, Mr. Tam agreed to make a strategic investment of up to $
Subsequently, the Company, Ianleong Tam and BCE Stars Group Inc. entered into a Novation and Assignment Agreement, pursuant to which BCE Stars Group Inc. succeeded to all rights and obligations of Ianleong Tam under the Strategic Agreements. Accordingly, BCE Stars Group Inc. became entitled to investment, ownership, governance and other rights, and assumed the related obligations under the Strategic Agreements.
The Novation and Assignment Agreement amended the equity provisions of the Strategic Agreements. Under the original Strategic Agreements, the strategic investment of up to $
The right to receive up to 6,000 shares of Series B Preferred Stock was amended to provide that no Series B Preferred Shares shall vest unless the Company has received the full $400,000 investment commitment under the Investment Rights Agreement. Thereafter, up to 6,000 Series B Preferred Shares may vest during the three-year period following the Effective Date based on the achievement of Qualified Transactions having an aggregate Qualified Transaction Value of up to $300 million, subject to Board certification, as provided in the Novation and Assignment Agreement. Except as expressly amended, all other terms of the Strategic Agreements remain unchanged.
NOTE 6 - SHAREHOLDERS DEFICIT
Common and Preferred Stock
Authorized:
Advance against Issuance of Common Stock
During the nine months ended June 30, 2026, the Company received subscription proceeds of $
10
DentonX Inc.
Notes to Financial Statements
(Unaudited)
shares had not been issued, and accordingly, the proceeds were recorded as Advances Against Issuance of Common Stock within stockholders’ equity. Subsequent to June 30, 2026, the Company issued
During the nine months ended June 30, 2026, the Company received aggregate proceeds of $
Stock Payable for Services Received
On April 1, 2026, the Company had stock payable balance outstanding at $
During the three months ended June 30, 2026, the Company accrued $
Sale of Common Stock and Subscriptions
On September 8, 2025, the Company issued
On November 30, 2025, the Company issued an aggregate of
On April 1, 2026, the Company received an aggregate investment of $10,000 from Michael and Linh Tran. On May 1, 2026, the Company issued
Common Stock issued for services received
During the three months ended June 30, 2026, the Company issued an aggregate of
·On April 1, 2026, the Company issued 9,900 shares of common stock with an aggregate grant-date fair value of $
·On May 1, 2026, the Company issued 6,810 shares of common stock with an aggregate grant-date fair value of $
·On June 1, 2026, the Company issued 2,142 shares of common stock with an aggregate grant-date fair value of $
The Company was incorporated on September 3, 2025; accordingly, there was no activity in the comparative period ended June 30, 2025.
During the nine months ended June 30, 2026, the Company recognized stock-based compensation expense of $
11
DentonX Inc.
Notes to Financial Statements
(Unaudited)
in the accompanying condensed financial statements. During the three months ended June 30, 2026, the Company issued 18,852 common shares in exchange for professional services and recognized stock-based compensation expense of $
Conversion of instruments to Common Stock
I.Common Stock Issued upon Conversion of SAFE
During the three months ended June 30, 2026, the Company issued an aggregate of
On April 1, 2026, the Company approved the conversion of approximately 20% of the outstanding SAFE and issued
On May 16, 2026, Grace Hsu delivered a notice requesting the conversion of the remaining outstanding SAFE into common stock. Upon approval by the Board of Directors, the Company issued an additional
The Company’s common stock has a par value of $0.0001 per share. Upon conversion, the carrying amount of the SAFE liability was reclassified to common stock and additional paid-in capital in accordance with the Company’s accounting policy. Following these transactions, no SAFE instruments remained outstanding as of June 30, 2026. See Note-7 - Simple Agreement for Future Equity (SAFE) for additional information regarding the terms and accounting for the SAFE.
II.Common Stock Issued upon Conversion of Debt
On May 16, 2026, Michael and Linh Tran delivered a conversion notice to the Company electing to convert the outstanding balance of their promissory note into shares of the Company’s common stock. The amount converted totaled $8,080.88, consisting of $8,000 of outstanding principal and $80.88 of accrued interest. The $8,000 principal represented the debt portion of the $10,000 investment received by the Company on April 1, 2026. Upon approval by the Board of Directors on June 1, 2026, the Company issued
Shares issued to initial founders
During the period from September 3, 2025, to September 30, 2025, the Company has issued the common shares at a par value of $0.0001 per share to its founders in exchange for services rendered. Details are as follows:
Date of Issuance | Recipient | Number of Shares | Purpose |
09/03/2025 | Irene Ying Ying Chung | As compensation for services rendered in connection with corporate administration, documentation management, treasury support, and the direction and supervision of the Company’s executive management. | |
09/08/2025 | Cintron Management Ltd. | In consideration of costs, expenditures, and other contributions of value made on behalf of the Company. | |
09/08/2025 | Fairbanks Global Partners II LLC | In consideration of costs, expenditures, and other contributions of value made on behalf of the Company. | |
09/08/2025 | Apex Stratum LLC | In consideration of costs, expenditures, and other contributions of value made on behalf of the Company. | |
Total shares issued against services |
| ||
The 3,189,900 shares issued to founders in September 2025 were issued at par value of $0.0001 per share in exchange for organizational services rendered at the time of the Company’s incorporation. At that time, the Company had no established market price and no arm’s-length transactions had occurred in its common stock. Accordingly, the fair value of these shares was determined to be nominal (equivalent to par value). The first observable arm’s-length market
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DentonX Inc.
Notes to Financial Statements
(Unaudited)
transaction in the Company’s common stock occurred in October/November 2025 at $0.0625 per share, which was used as the basis for measuring the fair value of subsequent share-for-services awards.
On October 15, 2025, the Company’s common stock had a fair value of $0.0625 per share. The Company issued common shares to its executives on that date in exchange for services rendered. The Company recognized stock-based compensation expenses based on the fair value of the common stock on the grant date. The fair value was determined based on sale of common shares to a third party. All share-for-services awards were fully vested at the grant date with no requisite service period, forfeiture conditions, or continuing service requirements.
The expense is included in consulting expenses in the accompanying statement of financial operations. Details of the issuance are as follows:
Date of Issue | Recipient | Number of Shares | Stock based compensation | Purpose |
10/15/2025 | Irene Ying Ying Chung | $ | As compensation for services rendered in connection with corporate administration, documentation management, treasury support, and the direction and supervision of the Company’s executive management. | |
10/15/2025 | Luis Carlos Ung | $ | As compensation for services rendered in providing executive leadership, strategic advisory services, and the direction and oversight of the Company’s Board of Directors. | |
10/15/2025 | Lionel Pinuer E | $ | As compensation for services rendered in providing strategic advisory and business planning support, market, industry, and opportunity analysis, business development and partnership support, operational and organizational guidance, capital strategy input and investor-related preparation. | |
11/30/2025 | Soho Capital Solutions Inc | $ | As compensation for services rendered to the Company during October and November 2025. | |
11/30/2025 | Fleming PLLC | $ | As consideration for legal services. | |
12/08/2025 | LocusX Technologies Inc. | $ | For License Fee | |
Total shares issued against services | $ |
| ||
*In December 2025, the Company acquired a business license from LocusX in exchange for the issuance of 500,000 shares of the Company’s common stock. The shares were valued at their estimated fair value of $50,000 at the time of issuance. The license fee of $
The license fee was fully expensed upon acquisition in December 2025. No license fee expense related to this transaction was incurred during the three months ended June 30, 2026, because it is not recognized as prepayment or intangible, that’s why there is no remaining balance as of June 30, 2026.
NOTE 7 - SIMPLE AGREEMENT FOR FUTURE FINANCING (SAFE)
On December 3, 2025, the Company entered into a Simple Agreement for Future Equity (“SAFE”) with Grace Hsu (the “Investor”). Pursuant to the agreement, the Investor agreed to invest $
The Company received the investment proceeds of $
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DentonX Inc.
Notes to Financial Statements
(Unaudited)
The Company evaluated the SAFE under the guidance of ASC 815-40 and concluded that the instrument did not qualify for equity classification because the settlement amount was variable and did not meet the criteria for equity classification. Accordingly, the SAFE was classified as a derivative liability and initially recognized at fair value. The liability was subsequently remeasured to fair value at each reporting date, with changes in fair value recognized in the condensed statements of operations until the instrument was settled.
During the three months ended June 30, 2026, the Company completed the conversion of the outstanding SAFE into shares of its common stock.
On April 1, 2026, pursuant to the Investor’s voluntary election under the terms of the SAFE agreement, Grace Hsu elected to convert approximately 20% of the outstanding SAFE into common stock. Upon approval by the Board of Directors, the Company issued
On May 16, 2026, Grace Hsu delivered a conversion notice requesting the conversion of the remaining outstanding SAFE into common stock. On June 1, 2026, the Board of Directors approved the conversion and the Company issued
Roll forward Table:
| Amount | |
Opening balance September 30, 2025 | $ | |
SAFE Instrument issued during the period |
| |
Change in fair value |
| |
Conversion to Equity |
| ( |
Closing balance June 30, 2026 | $ | |
NOTE 8 - RELATED PARTY TRANSACTIONS
The related parties had transactions for the three months ended June 30, 2026, consisting of the following:
Name of the related parties |
| Nature of relationship |
Fairbanks Global Partners II LLC |
| Shareholder |
Irene Ying Ying Chung |
| Shareholder |
Alphega Global Partners Corp |
| Shareholder |
Lionel Pinuer E. |
| Shareholder, CEO and CFO |
Luis Carlos Ung |
| Shareholder, Director, President and Secretary |
Far Sun Global Group |
| Shareholder |
| June 30, 2026 |
| September 30, 2025 | |||
Accrued Services |
|
|
|
| ||
Irene Ying Ying Chung |
| $ |
| $ | ||
Fairbanks Global Partners II LLC |
|
|
|
| ||
Far Sun Global Group |
|
|
|
| ||
Lionel Pinuer E. |
|
|
|
| ||
Alphega Global Partners Corp |
|
|
|
| ||
Total Due to related party |
| $ |
| $ | ||
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DentonX Inc.
Notes to Financial Statements
(Unaudited)
As of June 30, 2026, balances due to related parties only represent amounts payable for consulting and professional services provided by the shareholders, not loans or advances as no loans and advances have been received from related parties.
During the nine months ended June 30, 2026, the Company incurred $
During the three months ended June 30, 2026, the Company incurred $
NOTE 9 - INCOME TAXES
As of June 30, 2026, the Company had estimated net operating loss carryforwards, on a book basis, of approximately $
The following table presents the current income tax provision for federal and state income taxes for the period ended June 30, 2026.
|
| Nine months ended June 30, 2026 |
Current Tax Provision: |
|
|
Federal | $ | - |
State | $ | - |
Total provision for income taxes | $ | - |
Reconciliation of the U.S. federal statutory rate to the actual tax rate for the period ended June 30, 2026:
|
| Nine months ended June 30, 2026 |
US federal statutory income tax rate |
| |
State income tax, net of federal benefit |
| 0% |
Permanent differences |
| 0% |
Increase in valuation reserve |
| - |
Total provision for income taxes |
| 0% |
The components of our deferred tax assets as of June 30, 2026 consist of the following:
|
| Nine months ended June 30, 2026 |
Net operating loss carry forwards | $ | |
Less: valuation allowance | $ | ( |
Net deferred tax assets | $ |
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences will become
15
DentonX Inc.
Notes to Financial Statements
(Unaudited)
deductible. The Company has recorded a full valuation allowance against its net deferred tax assets because management has determined that it is more likely than not that these assets will not be realized.
NOTE 10 - CONTINGENCIES AND COMMITMENTS
Strategic Investment Commitment:
As of June 30, 2026, the Company remained subject to certain contractual commitments under the Strategic Cooperation Agreement, Investment Rights Agreement and Share Grant Agreement (collectively, the “Strategic Agreements”) entered into on March 26, 2026, as subsequently amended by the Novation and Assignment Agreement. Under the Investment Rights Agreement, the investor committed to make strategic investments of up to $
Contingent Issuance of Series B Preferred Stock:
Pursuant to the Novation and Assignment Agreement, the potential issuance of up to 6,000 shares of the Company’s Series B Preferred Stock is contingent upon the satisfaction of the conditions specified in the Novation and Assignment Agreement, including the receipt of the full investment commitment under the Investment Rights Agreement and the achievement of the applicable performance milestones. As of June 30, 2026, no Series B Preferred Stock had been issued.
NOTE 11 - 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 August 12, 2026, the date these financial statements were issued. 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 July 1, 2026, the Company issued an aggregate of 8,587 shares of its common stock, par value $0.0001 per share, at an issuance price of $
·
·
·
·
On July 7, 2026, and July 24, 2026, the Company made a cash payment of $
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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;
·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, if any;
·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, if any, or in connection with providing services to client companies.; and
·statement with respect to having adequate liquidity.
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.
Critical Accounting Policies
Our preparation of financials statements requires us to make estimates and assumptions. For our company “stock-based compensation” policy and “going concern assessments” have been identified as critical accounting estimates, both have been disclosed in Note 2.
The Company accounts for stock-based compensation under ASC 718 and measures equity awards based on their grant-date fair value. Compensation expense is recognized immediately for fully vested awards, while any incremental
17
costs resulting from award modifications are recognized when incurred. As of June 30, 2026, the Company had not adopted a stock option plan and had not granted any stock options.
On March 26, 2026, the Company entered into a Strategic Investment Agreement with Mr. Ianleong Tam. During the quarter ended June 30, 2026, the Company received aggregate investment proceeds of $245,000 under the agreement during April and May 2026. While these proceeds improved the Company’s liquidity, the Company will require additional financing to support its ongoing operations and execute its business plan.
Plan of Operations
DentonX Inc, a Wyoming corporation (the “Company”) was incorporated under the laws of the State of Wyoming on September 3, 2025. The Company is a technology infrastructure company focused on modernizing and integrating mortgage and small-business lending operations through a platform-based operating model. The Company provides data-driven and software-enabled workflow automation, centralized operational processes, governance frameworks, and enterprise infrastructure designed to support scalable, efficient, and compliant lending operations conducted by independent licensed entities. The Company’s platform is intended to enhance operational efficiency, consistency, reporting, and oversight across managed lending operations without directly engaging in regulated financial activities. The Company does not originate loans, extend credit, underwrite financial products, broker securities, or provide consumer financial services. All regulated financial activities are conducted exclusively by independent licensed entities, that utilize the Company platform for internal operational and infrastructure purposes.
In the development of the Company’s operations, the Company entered into the following material agreements:
·On November 11, 2025, DentonX Outstanding Investment Co. (“DentonX OIC”), a Wyoming corporation to be formed and majority-owned by the Company, entered into an Exclusive Management Cooperation Agreement with Outstanding Investment Co., Inc. (“OIC”) which granted DentonX OIC exclusive authority to manage and direct OIC’s business operations while OIC retains all regulatory licenses and compliance responsibilities. Under the agreement, OIC engaged DentonX OIC to provide strategic management and control over OIC’s operations and financial decisions, including direction of OIC’s lending and investment business. OIC established a Management Committee (the “Committee”) which shall serve as the governing and executive body of OIC for purposes of strategic, operational, and financial decision-making with two members appointed by DentonX OIC and three members appointed by OIC. OIC shall pay DentonX OIC a Monthly Management Fee for the strategic, operational, and financial management of OIC’s entire business, including both the existing business and any new business developed after the effective date. The Management Fee shall be calculated as 5% of the existing business and 10% of the new business. For any new business developed under DentonX OIC’s management, OIC shall pay DentonX OIC a performance participation fee equal to 5%–20% of the net profits attributable to such new business. OIC shall have the right to appoint one member to DentonX OIC’s Board of Directors for so long as it holds at least 10% of DentonX OIC’s issued and outstanding shares.
·On November 11, 2025, DentonX OIC entered into a Lease Agreement with Purchase Option with OIC which provided for the lease of OIC’s existing business operations to DentonX OIC in exchange for fixed lease payments and includes a purchase option allowing DentonX OIC to acquire certain business assets at a future date under defined terms. Under the agreement, OIC leases its pre-closing “Existing Business” lending assets including brand, systems, client base and know-how to DentonX OIC for a three-year term (renewable for another three years), excluding post-closing “New Business” originated by DentonX OIC. DentonX OIC pays monthly lease payments (to be determined but to be approximating OIC’s historical profit from existing business) adjusted annually for inflation (lesser of 4% or CPI-U change). DentonX OIC has the exclusive option to purchase the assets after one year at a multiple of 8x trailing 12-month EBITDA. DentonX OIC exercises strategic/financial control and directs operations via the Committee pursuant to the Management Agreement, with step-in rights for non-compliance, full access/audit rights, and consolidation of assets in DentonX OIC ‘s financial statements.
·On January 10, 2026, DentonX OIC, entered into an Equity & Vesting Agreement dated November 11, 2025 with OIC, pursuant to which DentonX OIC agreed to issue to OIC and its principals equity representing 20% of DentonX OIC’s fully diluted share capital upon the closing of a strategic transaction involving the lease and potential acquisition of certain OIC business assets. The equity grant vests over a 36-month period from the grant date in equal quarterly installments, with full acceleration in the event of a change of control of DentonX OIC or an initial public offering or public listing of DentonX OIC or its successor. The agreement includes clawback and forfeiture provisions for unvested shares in cases of termination for cause or voluntary resignation by OIC, discretionary acceleration for “good leaver” terminations, a 12-month lock-up period restricting transfers of
18
shares, and a right of first refusal for DentonX or DentonX OIC on any proposed transfers of vested shares thereafter.
·On January 10, 2026, the Company entered into a Share Grant Agreement dated November 11, 2025 with OIC and its designated Key Person(s), led by Steven Guang Leung, pursuant to which DentonX agreed to grant to the individual Key Person(s) a one-time award of 360 Series B Preferred Shares upon the closing of a strategic transaction involving the formation of DentonX OIC as a majority-owned subsidiary, the lease and potential acquisition of certain OIC business assets, and related equity issuances. The parties intend to finalize the terms of the Series B Preferred Shares prior to issuance. The grant will vest over a three-year period from the grant date in twelve equal quarterly installments, contingent upon the Key Person’s continued service under the Exclusive Management Cooperation Agreement, compliance with management directives, and adherence to confidentiality, exclusivity, and non-compete obligations, with full acceleration in the event of a change of control of DentonX or an initial public offering or public listing of DentonX OIC or its successor. The agreement includes clawback and forfeiture provisions for unvested shares in cases of termination for cause, voluntary resignation, or violations of related agreements, discretionary acceleration for “good leaver” terminations such as death or disability, a 12-month lock-up period restricting transfers of shares, and requirements for compliance with applicable securities laws and DentonX’s insider trading policy.
·On January 10, 2026, DentonX entered into an Investment Rights Agreement dated November 11, 2025 with OIC and/or its principals, granting OIC the right to purchase up to 10% of DentonX’s total outstanding shares as of the closing date at a 15% discount to the 30-day volume-weighted average price, exercisable in one or more tranches within twelve months following the closing of a strategic transaction involving the formation of DentonX OIC, the lease and potential acquisition of certain OIC business assets, and related equity issuances. The agreement includes preemptive rights for OIC to participate in new equity offerings, piggyback registration rights in public offerings, a six-month lock-up period restricting transfers of purchased shares, a right of first refusal for DentonX on any proposed transfers of shares after the lock-up, mutual representations and warranties regarding organization, authority, and compliance, and reciprocal indemnification provisions for breaches.
·On November 11, 2025, DentonX, OIC and its principals, and DentonX OIC entered into a Shareholders Agreement governing the ownership, management, and operation of DentonX OIC, the issuance of 20% fully diluted equity in DentonX OIC to OIC subject to a 36-month quarterly vesting schedule with acceleration upon change of control or IPO, clawback for unvested shares upon termination for cause or voluntary resignation, and discretionary acceleration for good leaver events. The agreement provides for a three-member board with two directors appointed by DentonX and one by OIC (contingent on OIC holding at least 10% equity), requires special approval including by the OIC director for reserved matters such as amendments to governing documents, equity issuances, asset sales, mergers, and budgets, imposes a 12-month lock-up on share transfers followed by rights of first refusal, tag-along and drag-along rights, grants information rights, includes non-competition and non-solicitation covenants, confidentiality obligations, pro rata dividend distributions, dispute resolution through negotiation, mediation and arbitration, piggyback registration rights in an IPO, and forms part of an integrated cooperation structure with related management, lease with purchase option, and earn-out agreements, governed by Wyoming law, and was executed on January 10, 2026.
Our immediate goal is to deploy and commercialize our technology platform by identifying use cases, integrating licensed technologies, onboarding initial partners, and establishing a scalable operating framework. These efforts include building internal capabilities, deploying minimum viable platform functionality, and preparing operational and governance systems, subject to sufficient funding and market demand.
Given our development-stage status, limited operating history, and dependence on external funding, there can be no assurance that these efforts will be successful. Our success depends on factors beyond our control, including market conditions, partner adoption, regulatory developments affecting our partners, availability of capital, and the acceptance of our platform by licensed operators.
Strategic agreement
On March 26, 2026, the Company entered into a Strategic Cooperation Agreement, an Investment Rights Agreement, and a Share Grant Agreement (collectively, the “Strategic Agreements”) with Ianleong Tam. Under the Strategic Agreements, Mr. Tam agreed to make a strategic investment of up to $400,000 in the Company. The Strategic Agreements also provided for the establishment of DentonX XYZ Corp. as a management and services platform, with the Company expected to hold an 80% ownership interest and Mr. Tam a 20% ownership interest, together with the
19
grant of certain governance and participation rights. In addition, Mr. Tam was entitled to receive up to 6,000 shares of the Company’s Series B Preferred Stock on a pro rata basis corresponding to the amount invested. As of June 30, 2026, the Company had received aggregate investment proceeds of $245,000 under the Investment Rights Agreement. The remaining $155,000 investment commitment had not been funded as of June 30, 2026.
Subsequently, the Company, Ianleong Tam and BCE Stars Group Inc. entered into a Novation and Assignment Agreement, pursuant to which BCE Stars Group Inc. succeeded to all rights and obligations of Ianleong Tam under the Strategic Agreements. Accordingly, BCE Stars Group Inc. became entitled to investment, ownership, governance and other rights, and assumed the related obligations under the Strategic Agreements.
The Novation and Assignment Agreement amended the equity provisions of the Strategic Agreements. Under the original Strategic Agreements, the strategic investment of up to $400,000 and the issuance of up to 6,000 shares of Series B Preferred Stock were linked, with the preferred shares issuable on a pro-rate basis corresponding to the amount invested. Under the amended terms, the investment commitment entitles BCE Stars Group Inc. only to the Common Shares issuable under the Investment Rights Agreement based on the amount of capital invested. The right to receive up to 6,000 shares of Series B Preferred Stock was amended to a separate contingent performance earn-out, subject to the investment and performance conditions set forth in the Novation and Assignment Agreement. Except as expressly amended, all other terms of the Strategic Agreements remain unchanged
Pursuant to the Strategic Cooperation Agreements, the Company expects to acquire an 80% ownership interest in Sun Stone Advisory Corporation, with the remaining 20% expected to be owned by BCE Stars Group Inc. pursuant to the Novation and Assignment Agreement. As of June 30, 2026, the related share issuances had not been completed, and the Company had not obtained a controlling financial interest in Sun Stone Advisory Corporation.
Results of Operations
Three and Nine Months Ended June 30, 2026 (Unaudited)
During the period ended June 30, 2026, the Company continued to focus on advancing its development-stage operations and executing key components of its business strategy. Operating activities during this period included continued business planning, coordination of technology development efforts, partner and affiliate structuring, and fundraising activities.
During the three months ended June 30, 2026, the Company issued an aggregate of 18,852 shares of its common stock in exchange for services and recognized stock-based compensation expense of $23,490 ($181,205 stock-based compensation expense was incurred in prior period).
Total operating expenses for the three and nine months ended June 30, 2026, amounted to approximately $1,301,066 and $3,000,297, respectively, consisting primarily of “Legal and Professional Services”.
During the three months ended June 30, 2026, the Company issued an aggregate of 18,852 shares of its common stock in exchange for services and recognized stock-based compensation expense of $23,490.
During the nine months ended June 30, 2026, “Legal and professional services” includes $204,695 stock-based compensation expense. The Company was incorporated on September 3, 2025, and had no operating activity during the three and nine months ended June 30, 2025. Accordingly, no stock-based compensation expense was recognized during the corresponding prior-year periods.
In “Consulting” and “Legal and professional services” for the three months ended June 30, 2026, the expenses primarily belong to related-party transactions amounting to $17,000 and $1,169,250 respectively.
Interest expense of $112 and $273 for the three and nine months ended June 30, 2026, respectively relates to interest charged on overdue invoices against ‘Legal and professional services.’ This expense was incurred entirely during the nine months ended June 30, 2026, with no interest expense incurred during the three months ended December 31, 2025. This interest expense was netted against interest income of $3,102 for the three months ended and $3,163 for the nine months ended June 30, 2026, in the Statement of Operations and Comprehensive Loss, resulting in Interest Income(expense)-net of $2,990 and $2,890 for the three and nine months ended June 30, 2026, respectively.
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In December 2025, the license fee was recognized in full as license fee expense in the Condensed Statement of Operations and Comprehensive Loss for the period of nine months ended June 30, 2026. The license fee was fully expensed upon acquisition.
The Company acquired a business license from LocusX in exchange for the issuance of 500,000 shares of the Company’s common stock. The shares were valued at their estimated fair value of $50,000 at the time of issuance. No license fee expense related to this transaction was incurred during the three months ended June 30, 2026, because it is not recognized as prepayment or intangible, that’s why there is no remaining balance as of June 30, 2026.
The Company did not generate any revenue during the period ended June 30, 2026, and incurred a net loss of approximately $1,298,076 and $2,999,090 respectively, for the three- and nine-months period ended June 30, 2026, respectively. These losses were expected as the Company remains in the development stage and continues to invest in platform development, operational infrastructure, and public company readiness.
Liquidity and Capital Resources
The Company is an early-stage business with limited operating history and has not yet generated material revenues. To date, the Company’s operations have been funded primarily through founder contributions, related-party advances, and equity financing.
On March 26, 2026, the Company entered into a Strategic Cooperation Agreement, together with related Investment Rights Agreement and Share Grant Agreement (collectively, the “Strategic Agreements”), with Ianleong Tam. Subsequently, the Company, Ianleong Tam and BCE Stars Group Inc. entered into a Novation and Assignment Agreement, pursuant to which BCE Stars Group Inc. succeeded to all rights and obligations under the Strategic Agreements. During the nine months ended June 30, 2026, the Company received aggregate investment proceeds of $245,000 under the Investment Rights Agreement. As of June 30, 2026, the remaining investment commitment of $155,000 had not been funded, and the timing of any additional funding remains subject to the terms and conditions of the Strategic Agreements. Additional information regarding the Strategic Cooperation Agreements is included in Note -5 to the accompanying condensed financial statements.
On June 5, 2026, Sun Stone Advisory Corporation (formerly referred to in the Strategic Cooperation Agreements as “DentonX XYZ Corp.”) was incorporated. As of June 30, 2026, the Company had not completed the related share issuances and had not obtained a controlling financial interest in Sun Stone Advisory Corporation. Accordingly, the entity has not been consolidated in the accompanying condensed financial statements and had not commenced operations as of June 30, 2026.
Management believes that the capital raised under the Strategic Cooperation Agreements, together with additional financing as needed, will support the Company’s planned operations and strategic growth initiatives. However, the Company will require additional capital to fund its operations and execute its long-term business plan.
Current Liquidity Position
As of June 30, 2026, the Company had $72,051 in cash and a working capital deficit of $(2,333,367). We have incurred recurring losses since inception and have an accumulated deficit of $3,231,758. Our independent auditor has included a going concern qualification in its report, reflecting substantial doubt about our ability to continue as a going concern without additional financing.
Minimum Funding Requirements
Based on our current operating plan, we estimate that we require a minimum of approximately $350,000 to maintain basic operations for at least the next 12 months. This amount represents the minimum capital necessary to sustain essential activities, including product development, general and administrative expenses, and required compliance costs, and does not include expenditures associated with expansion or scaling initiatives.
We estimate that we may require up to approximately $1,300,000 to execute our current business plan, including product development, marketing, and operational growth initiatives.
Ability to Fund Operations
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During the nine months ended June 30, 2026, the Company received aggregate investment proceeds of $245,000 pursuant to the Investment Rights Agreement originally entered into with Ianleong Tam on March 26, 2026 and subsequently amended by the Novation and Assignment Agreement, pursuant to which BCE Stars Group Inc. became the counterparty to the Strategic Cooperation Agreements. As of June 30, 2026, the proceeds had been recorded as Advances Against Issuance of Common Stock pending the issuance of the related Common Shares in accordance with the terms of the Investment Rights Agreement. The remaining investment commitment of $155,000 had not been funded as of June 30, 2026, and the timing of any additional funding remains subject to the terms and conditions of the Strategic Cooperation Agreements.
While these proceeds have strengthened the Company’s short-term liquidity position, management believes that additional financing will be required to fund future operations, execute its business strategy, and support long-term growth. The Company continues to evaluate various financing alternatives, including equity financings, strategic investments, and other sources of capital. There can be no assurance that additional financing will be available on acceptable terms, or at all.
Capital Raising Plans
We intend to raise additional capital through:
·Private placements of equity or convertible securities
·Strategic partnerships or joint ventures
The Company received aggregate strategic investment proceeds of $245,000 pursuant to the Investment Rights Agreement originally entered into with Ianleong Tam on March 26, 2026, and subsequently amended by the Novation and Assignment Agreement, pursuant to which BCE Stars Group Inc. became the counterparty to the Strategic Cooperation Agreements. The investment was funded in multiple tranches during April and May 2026.
As of June 30, 2026, the remaining investment commitment of $155,000 had not been funded, and the timing of any additional funding remains subject to the terms and conditions of the Strategic Cooperation Agreements.
The Company may continue to seek additional financing through equity issuances, convertible securities, strategic investments, and other financing arrangements. However, there can be no assurance that additional financing will be available on acceptable terms, or at all.
Risks and Uncertainties
If we are unable to secure additional funding when required:
·We may be forced to delay or scale back product development
·We may reduce marketing and operational activities
·We may ultimately be required to cease operations
In addition, any inability to obtain adequate financing on a timely basis could materially adversely affect our ability to implement our business plan and continue as a going concern.
These conditions raise substantial doubt about our ability to continue as a going concern.
Management’s Plan
Management is actively pursuing financing opportunities and strategic partnerships to support ongoing operations and growth. In parallel, we are maintaining a disciplined approach to cost management and prioritizing expenditures that directly support near-term commercialization. However, there can be no assurance that these efforts will be successful.
As of June 30, 2026, the Company’s primary sources of liquidity consisted of cash on hand, proceeds from private placements of common stock, and strategic investment proceeds received under the Strategic Cooperation Agreements. During the three months ended June 30, 2026, the Company received aggregate investment proceeds of $245,000 pursuant to the Investment Rights Agreement, which forms part of the Strategic Cooperation Agreements originally entered into with Ianleong Tam on March 26, 2026, and subsequently amended by the Novation and Assignment Agreement, pursuant to which BCE Stars Group Inc. succeeded to all rights and obligations under the
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Strategic Cooperation Agreements. As of June 30, 2026, the proceeds had been recorded as Advances Against Issuance of Common Stock pending the issuance of the related Common Shares in accordance with the terms of the Investment Rights Agreement. The remaining investment commitment of $155,000 had not been funded as of June 30, 2026, and the timing of any additional funding remains subject to the terms and conditions of the Strategic Cooperation Agreements.
Management believes that the Company’s existing cash resources of approximately $72,051, together with the strategic investment proceeds received, have improved the Company’s short-term liquidity position. However, as a development-stage company with no material revenue, the Company will require additional capital to fund future operations and execute its business plan.
The Company’s ability to continue its operations is dependent upon its ability to obtain additional financing through equity offerings, debt financings, strategic investments, or other sources of capital. There can be no assurance that such financing will be available on acceptable terms, or at all. If the Company is unable to obtain additional financing when needed, it may be required to reduce, delay, or curtail its planned operations, which could have a material adverse effect on its business, financial condition, results of operations, and ability to continue as a going concern.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
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
Lionel Pinuer, 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 Chief Financial Officer concluded that, as of June 30, 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 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 June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently a party to any 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.
(a) Recent Sales of Unregistered Securities
The following sets forth information regarding securities of the Company that were sold or that the Company agreed to issue during the three months ended June 30, 2026, in transactions that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and that were not previously reported in a Current Report on Form 8-K.
During the three months ended June 30, 2026, the Company received aggregate investment proceeds of $245,000 pursuant to the Investment Rights Agreement entered into as part of the Strategic Cooperation Agreements, as amended by the Novation and Assignment Agreement. As of June 30, 2026, no Common Shares or Series B Preferred Stock had been issued with respect to such proceeds. The proceeds have been recorded as Advances Against Issuance of Common Stock pending the issuance of the related Common Shares in accordance with the terms of the Investment Rights Agreement.
In Addition, Company also received aggregate subscription proceeds of $20,000 from three accredited investors for the future issuance of 6,667 shares of common stock at a subscription price of $3.00 per share. As of June 30, 2026, the related shares had not been issued, and the proceeds were recorded as Advances Against Issuance of Common Stock within stockholders’ equity. Subsequent to June 30, 2026, the Company issued 1,667 shares of common stock to Angela Yau, 1,667 shares of common stock to Edison Yau, and 3,333 shares of common stock to Grace Hsu in settlement of these subscription advances.
No underwriters were involved in any of the foregoing transactions, and no underwriting discounts or commissions were paid. The securities described above were offered and sold, or agreed to be issued, without registration under the Securities Act in reliance on the exemption provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving any public offering. Each investor represented that it was acquiring the securities for its own account, for investment purposes and not with a view to, or for resale in connection with, any distribution thereof, and represented that it was an accredited investor. The transactions were privately negotiated and did not involve any general solicitation or general advertising, and the securities issued or issuable are, or will be, “restricted securities” subject to applicable resale restrictions and bear, or will bear, appropriate restrictive legends.
(b) Use of Proceeds
Not applicable. The Company did not complete any offering of securities registered under the Securities Act during the three months ended June 30, 2026.
(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None. Neither the Company nor any affiliated purchaser purchased any shares of the Company’s equity securities during the three months ended June 30, 2026.
(d) Dividend Policy
We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, general
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economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations..
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosure.
Not applicable.
Item 5. Other Information.
During the three months ended June 30, 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:
Exhibit No. |
| Description | Schedule/Form | Filing Date |
|
|
|
|
|
| Amended and Restated Articles of Incorporation | Form S-1 | March 20, 2026 | |
| Amended and Restated By-laws | Form S-1/A | April 23, 2026 | |
| Opinion of Fleming PLLC | Form S-1 | March 20, 2026 | |
| Consulting Agreement between DentonX Inc and Lionel Pinuer dated September 10, 2025 | Form S-1 | March 20, 2026 | |
| Consulting Agreement between DentonX Inc and Luis Carlos Ung September 3, 2025 | Form S-1 | March 20, 2026 | |
| Amended and Restated Consulting Agreement between DentonX Inc and Fairbanks Global Partners II LLC dated September 23, 2025 | Form S-1 | March 20, 2026 | |
| Technical Consulting Agreement between DentonX Inc and LocusX Technologies Inc. dated September 25, 2025 | Form S-1 | March 20, 2026 | |
| Non-Exclusive Licensing Agreement between DentonX Inc and LocusX Technologies Inc. dated September 25, 2025 | Form S-1 | March 20, 2026 | |
| Exclusive Management Cooperation Agreement between DentonX Outstanding Investment Co. and Outstanding Investment Co., Inc. dated November 11, 2025 | Form S-1 | March 20, 2026 | |
| Lease Agreement between DentonX Outstanding Investment Co. and Outstanding Investment Co., Inc. dated November 11, 2025 | Form S-1 | March 20, 2026 | |
| Equity and Vesting Agreement between DentonX Outstanding Investment Co. and Outstanding Investment Co., Inc. dated November 11, 2025 | Form S-1 | March 20, 2026 | |
| DentonX Share Grant Agreement between DentonX Inc. and Outstanding Investment Co., Inc. dated November 11, 2025 | Form S-1 | March 20, 2026 |
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Exhibit No. |
| Description | Schedule/Form | Filing Date |
|
|
|
|
|
| Investment Rights Agreement between DentonX Inc. and Outstanding Investment Co., Inc. dated November 11, 2025 | Form S-1 | March 20, 2026 | |
| Shareholders Agreement between DentonX Inc., DentonX Outstanding Investment Co. and Outstanding Investment Co., Inc. dated November 11, 2025 | Form S-1 | March 20, 2026 | |
| Master Services Agreement dated November 26, 2025 between DentonX Inc. and Alphega Global Partners Corp. | Form S-1 | March 20, 2026 | |
| Strategic Business Consulting Agreement dated September 27, 2025 between DentonX Inc. and Far Sun Global Group LLC | Form S-1 | March 20, 2026 | |
| Certification of Chief Executive Officer and 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. | * |
| |
| Certification of Chief Executive Officer and 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) |
|
|
*Filed herewith
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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: | August 12, 2026 |
| By: /s/ Lionel Pinuer |
|
|
| Name: Lionel Pinuer Title: Chief Executive Officer and Chief Financial Officer |
Signature |
| Title |
| Date |
|
|
|
|
|
/s/ Lionel Pinuer Name: Lionel Pinuer |
| Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer) |
| August 12, 2026 |
|
|
|
|
|
/s/ Luis Carlos Ung Name: Luis Carlos Ung |
| Director, President and Secretary |
| August 12, 2026 |
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