NOTE 6 - SHAREHOLDERS DEFICIT

Common and Preferred Stock

Authorized: 800,000,000 shares of voting common stock with a par value of $0.0001, 200,000,000 shares of preferred stock with a par value of $0.0001. As of June 30, 2026, the Company had 18,818,290 shares of common stock issued and outstanding. No preferred stock is issued as of June 30, 2026.

Advance against Issuance of Common Stock

During the nine months ended June 30, 2026, the Company received subscription proceeds of $20,000 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 accordingly, 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 to Angela Yau, 1,667 shares to Edison Yau, and 3,333 shares to Grace Hsu, each at a subscription price of $3.00 per share, in settlement of these subscription in advances.

During the nine months ended June 30, 2026, the Company received aggregate proceeds of $245,000 pursuant to the Investment Rights Agreement described in Note 5 - Strategic Cooperation Agreements. As of June 30, 2026, the related Common Shares had not been issued; accordingly, the proceeds have been recorded as Advance against issuance of Common Stock within stockholders’ equity. The remaining investment commitment of $155,000 had not been funded as of June 30, 2026.

Stock Payable for Services Received

On April 1, 2026, the Company had stock payable balance outstanding at $11,498 payable to Soho Capital Solutions as stock-based compensation for the services received.

During the three months ended June 30, 2026, the Company accrued $17,945 as stock payable for the services received during the period and issued $23,490 worth of shares of common stock as stock-based compensation expense for the period. The Company had a closing balance of $5,953 stock payable for services received as of June 30, 2026.

Sale of Common Stock and Subscriptions

On September 8, 2025, the Company issued 6,600,000 shares of the Company’s common stock to investor Alphega Global Partners Inc. for an aggregate purchase price of $660. The Company booked these transactions as subscription receivable as of September 30, 2025. The Company received proceeds of $100 from investor Alphega Global Partners Inc. on November 28, 2025, and $560 on December 9, 2025. As of June 30, 2026, no subscription receivable remained outstanding.

On November 30, 2025, the Company issued an aggregate of 6,400,000 shares of common stock at a price of $0.0625 per share, including 6,080,000 shares to OutstandingX LLC and 320,000 shares to John Tam, in settlement of amount $400,000 that was previously received and recorded as advances against the issuance of common stock.

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 1,333 shares of common stock at $1.50 per share for consideration of $2,000, which was recognized as equity. The remaining $8,000 of the investment was initially recorded as debt and was subsequently converted into common stock on June 1, 2026, upon receipt of a conversion notice on date May 16, 2026, from Michael and Linh Tran in accordance with the terms of the investment agreement.

Common Stock issued for services received

During the three months ended June 30, 2026, the Company issued an aggregate of 18,852 shares of its common stock to Soho Capital Solutions as stock-based compensation for services rendered. The shares were fully vested upon issuance, and the Company recognized stock-based compensation expense of $23,490 based on the grant-date fair value of the shares issued.

·On April 1, 2026, the Company issued 9,900 shares of common stock with an aggregate grant-date fair value of $7,920, or $0.80 per share. 

·On May 1, 2026, the Company issued 6,810 shares of common stock with an aggregate grant-date fair value of $10,215, or $1.50 per share. 

·On June 1, 2026, the Company issued 2,142 shares of common stock with an aggregate grant-date fair value of $5,355, or $2.50 per share. 

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 $204,695 related to common stock issued for professional services, which is included in legal and professional services

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 $23,490.

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 5,700 shares of its common stock upon the conversion of a Simple Agreement for Future Equity (“SAFE”) with Grace Hsu.

On April 1, 2026, the Company approved the conversion of approximately 20% of the outstanding SAFE and issued 2,500 shares of common stock to Grace Hsu at a conversion price of $0.80 per share, representing an aggregate conversion amount of $2,000.

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 3,200 shares of common stock on June 1, 2026, at a conversion price of $2.50 per share, representing an aggregate conversion amount of $8,000.

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 3,232 shares of common stock to Michael and Linh Tran at a conversion price of $2.50 per share, in full settlement of the outstanding promissory note balance of $8,081. The Company’s common stock has a par value of $0.0001 per share.

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:

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

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:

*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 $0 and $50,000 was recognized in full as license fee expense in the condensed statement of operations and comprehensive loss for the three months ended and nine months ended June 30, 2026, respectively. 

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.