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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Jun. 30, 2026
Notes  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 $72,051 and working capital of $(2,333,367).

 

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 $250,000 per depositor, per insured bank. As of June 30, 2026, the Company maintained cash and cash equivalents totaling $72,051. The Company’s cash balances did not exceed FDIC insurance limits as of that date.

 

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

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 18,809,858 and 17,004,909 ordinary shares, respectively.

 

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

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

$

72,051

Prepaid expense

 

164,750

Interest Receivable on note

 

3,097

Notes Receivable

 

155,000

Total Assets

$

394,898

 

For three months

ended June 30, 2026

 

For nine months

ended June 30, 2026

 

 

 

 

 

 

Legal and professional

$

1,283,346

 

$

2,856,038

Consulting

 

17,000

 

 

86,738

License fee

 

-

 

 

50,000

Software and subscriptions

 

285

 

 

285

Travel

 

-

 

 

6,300

Bank fees and service charges

 

435

 

 

936

Unrealized loss in fair value of SAFE liability

 

-

 

 

1,683

Interest income (expense) - net

 

(2,990)

 

 

(2,890)

Net loss

$

1,298,076

 

$

2,999,090

 

Segment Reconciliation:

 

Three Months

 

Nine Months

 

 

 

 

Segment net loss - net loss

$

1,298,076

 

$

2,999,090

Segment loss before income taxes

$

1,298,076

 

$

2,999,090

 

Recently Issued Accounting Standards

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

15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on 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.