UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM
(Mark one)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
file number
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| (State
or other jurisdiction of incorporation or organization) |
(IRS
Employer Identification No.) | |
(Address of principal executive offices)
(Issuer’s telephone number)
Securities Registered Pursuant to Section 12(g) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each Exchange on which Registered | ||
| N/A | N/A |
Indicate by check mark 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.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| 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 7(a)(2)(B) ☐
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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date: As of August 11, 2026, there were shares of the registrant’s common stock outstanding.
TRANSIT
PRO TECH INC.
FORM 10-Q
June 30, 2026
INDEX
2
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on forward-looking statements. Forward-looking statements include, among other things, statements relating to:
| ● | our goals and strategies; | |
| ● | our future business development, financial condition and results of operations; | |
| ● | our expectations regarding demand for, and market acceptance of, our products; | |
| ● | our expectations regarding keeping and strengthening our relationships with merchants, manufacturers and end-users; and | |
| ● | general economic and business conditions in the regions where we provide our services. |
Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.
FORWARD STOCK SPLIT
Effective October 10, 2024, we completed a 20 for 1 forward stock split (the “Stock Split”) of our authorized, issued and outstanding shares of common stock, par value $0.0001. Each pre-split share of common stock outstanding was automatically converted into 20 new shares of common stock. As a result, 1,000,000 shares of pre-split Common Stock were converted into 20,000,000 shares of Common Stock. Except as otherwise indicated, all share and per share numbers contained herein have been adjusted to give effect to the forward stock split.
3
PART I
FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
TRANSIT PRO TECH INC.
Unaudited Condensed Consolidated Financial Statements
For the three and nine months ended June 30, 2026
4
TRANSIT PRO TECH INC.
TABLE OF CONTENTS
| Unaudited Condensed Consolidated Financial Statements as of June 30, 2026, and For the three and nine months ended June 30, 2026 | |
| Unaudited Condensed Consolidated Balance Sheets | 6 |
| Unaudited Condensed Consolidated Statements of Operations | 7 |
| Unaudited Condensed Consolidated Statements of Shareholders’ Deficit | 8 |
| Unaudited Condensed Consolidated Statements of Cash Flows | 9 |
| Notes to Unaudited Condensed Consolidated Financial Statements | 10 - 27 |
5
TRANSIT PRO TECH INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2026
| As of June 30, 2026 | As of September 30, 2025 | |||||||
| US$ (Unaudited) | US$ | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | ||||||||
| Deposit and other receivables, net | ||||||||
| Total current assets | ||||||||
| Non current asset | ||||||||
| Property and equipment, net | ||||||||
| Right-of-Use Asset | ||||||||
| Total non current assets | ||||||||
| Total assets | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accrued expenses and other payables | ||||||||
| Amount due to shareholders | ||||||||
| Amount due to related parties | ||||||||
| Lease liabilities - current | ||||||||
| Total current liabilities | ||||||||
| Non current liabilities | ||||||||
| Lease liabilities - non current | ||||||||
| Total non current liabilities | ||||||||
| Total liabilities | ||||||||
| Shareholders’ deficit | ||||||||
| Common stock- $ par value, authorized shares,* issued and outstanding shares on June 30, 2026 and September 30, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and shareholders’ deficit | ||||||||
*The shares are presented on a retrospective base to reflect the Company’s reverse stock split effected on October 8, 2024.
The accompanying notes are an integral part of these consolidated financial statement.
6
TRANSIT PRO TECH INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and nine months ended June 30, 2026
For the three months ended
June 30, | For the nine months ended
June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
US$
(Unaudited) | US$
(Unaudited) | US$
(Unaudited) | US$
(Unaudited) | |||||||||||||
| Revenue from related party | ||||||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating losses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income/(expense) | ( | ) | ||||||||||||||
| Interest income/(expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income taxes expense | ||||||||||||||||
| Net losses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive income | ||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ( | ) | ||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss per share | ||||||||||||||||
| – Basic and diluted | ) | ) | ) | ) | ||||||||||||
| Weighted average number of ordinary shares outstanding | ||||||||||||||||
| – Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
TRANSIT PRO TECH INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
For the three and nine months ended June 30, 2026
| Common stock | Paid in capital | Subscription
receivable | Accumulated deficit | Accumulated other comprehensive income | Total | |||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||
| As of September 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| Net losses for the period | ( | ) | ( | ) | ||||||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||||||||||
| As of December 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Issuance of common stock | ||||||||||||||||||||||||
| Net losses for the period | ( | ) | ( | ) | ||||||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||||||||||
| As of March 31, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Issuance of common stock | ||||||||||||||||||||||||
| Net losses for the period | ( | ) | ( | ) | ||||||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||||||||||
| As of June 30, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| As of September 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
| Stock split | ( | ) | ||||||||||||||||||||||
| Net losses for the period | ( | ) | ( | ) | ||||||||||||||||||||
| Foreign currency translation adjustment | ||||||||||||||||||||||||
| As of December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
| Issuance of common stock | ( | ) | ||||||||||||||||||||||
| Net losses for the period | ( | ) | ( | ) | ||||||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||||||||||
| As of March 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Issuance of common stock | ||||||||||||||||||||||||
| Net losses for the period | ( | ) | ( | ) | ||||||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||||||||||
| As of June 30, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed consolidated financial statements.
8
TRANSIT PRO TECH INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three and nine months ended June 30, 2026
| For the nine months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
US$
(Unaudited) | US$
(Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Interest expense | ( | ) | ||||||
| Allowance for credit losses | ( | ) | ||||||
| Amortization of right-of-use assets | ||||||||
| Amortization of property and equipment | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in deposit and other receivables | ( | ) | ( | ) | ||||
| Increase in amount due to shareholders | ||||||||
| Increase in accrued expenses and other payables | ||||||||
| Operating lease liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from shareholders | ||||||||
| Increase in amount due to shareholders | ||||||||
| Increase/(decrease) in amount due to related parties | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign currency translation | ( | ) | ||||||
| Net increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | ||||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Tax paid | ||||||||
| Interest paid | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
9
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
| 1. | Organization |
Transit Pro Tech Inc (the “Company”), was incorporated in the State of Delaware on June 1, 2023. On July 24, 2023, the Company had established a wholly-owned subsidiary, Transit Pro Tech. Limited (the “TPTL”), a limited liability company registered in Hong Kong. On December 7, 2023, the TPTL had established a wholly-owned subsidiary, Shenzhen Guantu Technology Co., Limited (the “SGTCL”) in Shenzhen, the People’s Republic of China.
The Company and its subsidiaries (collectively referred to the “Group”) are engaged in selling hardware and software of Intelligent Driver Management System (“IDMS”), Intelligent Rail Flaw Detection System (“IRFDS”), Intelligent Tunnel Inspection System (“ITIS”) and Intelligent Overhead Contact System (“IOCS”) Analysis System.
The Group is located in United States, Hong Kong and Shenzhen and headquartered in West Covina, California. The Group’s revenues are derived primarily from operations in the PRC.
The Group is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful of continuous development of products, the need for additional capital (or financing) to fund operating losses (see below), competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology.
The
Group incurred net losses, and utilized cash in operations since inception, has an accumulated deficit as of June 30, 2026, of
US$
These factors raise substantial doubt about the Group’s ability to continue as a going concern for the next twelve months from the date of issuance of these unaudited condensed consolidated financial statements.
10
TRANSIT PRO TECH INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
| 1. | Organization (continued) |
Management’s plan to alleviate the substantial doubt about the Group’s ability to continue as a going concern include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations to meet its operating needs on a timely basis. The management plan cannot alleviate the substantial doubt of the Group’s ability to continue as a going concern. There can be no assurance that the Group will be successful in achieving its strategic plans, that the Group’s future capital raises will be sufficient to support its ongoing operations. If the Group is unable to raise sufficient financing or events or circumstances occur such that the Group does not meet its strategic plans, the Group’s related party would provide financial supports to the Group to fund operations and meet its obligations as they come due within one year from the date these unaudited condensed consolidated financial statements are issued.
If the Group does not achieve revenue anticipated in its current operating plan, management has the ability and commitment to reduce operating expenses or raise more capital or debt as necessary. The Group’s long-term success is dependent upon its ability to successfully raise additional capital, market its existing services, increase revenues, and, ultimately, to achieve profitable operations.
The Group’s unaudited condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
| 2. | Summary of significant accounting policies |
The significant accounting policies followed by the Group are:
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The unaudited condensed consolidated financial statements are stated in U.S. dollars.
11
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
| 2. | Summary of significant accounting policies (continued) |
Principles of consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiary, for which, the Company is the primary beneficiary. All significant inter-company transactions and balances between the Company and its subsidiary are eliminated upon consolidation. Result of its subsidiary are Unaudited Condensed consolidated from the date on which control is transferred to the Company.
As
of June 30, 2026, the detail of the Company’s subsidiary is as follows:
Place of
incorporation |
Ownership
percentage | ||
| Transit Pro Tech. Limited (the “TPTL”) | |||
| Shenzhen Guantu Technology Co., Limited (the “SGTCL”) |
of China |
Use of estimates
The preparation of unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Group considers all highly liquid investments with an original maturity of three months or less when purchased to be cash and cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. As of June 30, 2026 and 2025, cash consists primarily of checking and savings deposits. The Group’s cash balances may exceed those that are federally insured. To the issuance date of such unaudited condensed consolidated financial statements, the Group has not recognized any losses caused by uninsured balances
Restricted Cash
The
Group classifies all cash whose use is limited by contractual provisions as restricted cash. As of June 30, 2026 and 2025, the
Group had
12
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
| 2. | Summary of significant accounting policies (continued) |
Revenue recognition
The Group adopted ASC 606 since June 1, 2023, the date incorporation. The Group’s revenue is primarily derived from license agreements. The adoption of ASC 606 affected the Group’s revenue recognition model for both fixed fee license revenue and royalty revenue presented in the Groups’ s unaudited condensed consolidated statements of operations.
Fixed fee license revenue
In applying ASC 606, the Group is required to recognize revenue from a fixed fee license agreement when it has satisfied its performance obligations, which typically occurs upon the transfer of rights to the Group’s intellectual properties upon the execution of the license agreement. As a result of the adoption of ASC 606, the Group recognizes the license revenue on a straight-line basis over the contract terms.
Royalty revenue
ASC 606 requires an entity to record the royalty revenue in the same period in which the licensee’s underlying sales occur. As the Group generally does not receive the licensee royalty reports for sales during a given time frame that allows the Group to adequately review the reports and include the actual amounts in its results, the Group accrues the related revenue based on estimates of its licensees’ underlying sales, subject to certain constraints on its ability to estimate such amounts. As a result of accruing royalty revenue based on such estimates, adjustments will be required at the end of each year to true up revenue to the actual amounts reported by its licensees.
| For the three months ended June 30, | For the nine months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Fixed fee license revenue | ||||||||||||||||
| Royalty revenue | ||||||||||||||||
| Total revenue from related party | ||||||||||||||||
13
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
| 2. | Summary of significant accounting policies (continued) |
Revenue recognition (continued)
| For the three months ended June 30, | For the nine months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Timing of Revenue Recognition | ||||||||||||||||
| At a point in time | ||||||||||||||||
| Over time | ||||||||||||||||
Income taxes
Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the unaudited condensed consolidated financial statements. Deferred tax assets and liabilities are included in the unaudited condensed consolidated financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in FASB ASC 740. As changes in tax laws or rate are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.
The Group is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority based on the technical merits of the position. Tax positions not deemed to meet a more likely than not threshold would be recorded as a tax expense in the current year.
14
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
| 2. | Summary of significant accounting policies (continued) |
Income taxes (continued)
In accordance with ASC 740, Income Taxes, the Group is required to evaluate whether its tax positions taken or expected to be taken are more likely than not to be sustained upon examination by the taxing authority. As of June 30, 2026 and 2025, the management of the Group have determined that no provision for income taxes is required for the Group’s Unaudited Condensed consolidated financial statements based on review of the Group’s tax positions for all open years. The Group does not expect that its assessment regarding unrecognized tax benefits will materially change over the next 12 months. However, the Group’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, compliance with U.S. federal, U.S. state and foreign tax laws, and changes in the administrative practices and precedents of the relevant taxing authorities.
The Group recognize interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. During the three and nine months ended June 30, 2026 and 2025, no interest or penalties related to unrecognized tax benefits was recognized. As of June 30, 2026 and 2025, the Group has no accrued interest or penalties.
Property and Equipment, net
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is provided for on a straight-line basis over the estimated useful lives of the related assets as follows:
| Electronic equipment |
Impairment of Long-Lived Assets
The Company reviews the recoverability of its long-lived assets whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than thecarrying amount of the assets, the Company would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows.
15
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
| 2. | Summary of significant accounting policies (continued) |
Impairment of Long-Lived Assets(continued)
There
were
Leases
The Group adopted ASU No. 2016-02, Leases (Topic 842), as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.
The Group elected to apply practical expedients permitted under the transition method that allow the Group to use the beginning of the period of adoption as the date of initial application, to not recognize lease assets and lease liabilities for leases with a term of twelve months or less, to not separate non-lease components from lease components, and to not reassess lease classification, treatment of initial direct costs, or whether an existing or expired contract contains a lease. Under the new lease standard, the Group determines if an arrangement is or contains a lease at inception. Right-of-use assets and liabilities are recognized at lease commencement date based on the present value of remaining lease payments over the lease terms. The Group considers only payments that are fixed and determinable at the time of lease commencement.
ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As all of the Group’s leases do not provide an implicit rate, the Group uses elects the risk-free interest rate (US Treasury bill) with similar terms as the discount rate for the lease. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The Group’s lease terms may include options to extend or terminate the lease. Renewal options are considered within the right-of-use assets and lease liability when it is reasonably certain that the Group will exercise that option.
Lease expense for lease payments is recognized on a straight-line basis over the lease term.
16
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
| 2. | Summary of significant accounting policies (continued) |
Concentration risks
Financial instruments, that potentially subject the Group to concentrations of credit risk, consist primarily of cash and cash equivalents. The Group invests its excess cash in low-risk, highly liquid money market funds and certificates of deposit with major financial institutions.
Prior to October 1, 2023, the Group regularly reviewed the creditworthiness of its customers, and established an allowance for credit losses primarily based upon factors surrounding the credit risk of specific customers, including creditworthiness of the clients, aging of the receivables and other specific circumstances related to the accounts. Receivables and other financial assets balances were written off after all collection efforts have been exhausted.
The Group has adopted Accounting Standard Update (ASU) 2016-13, Financial Instruments-Credit Losses (codified as Accounting Standard Codification Topic 326), since October 1, 2023, which requires measurement and recognition of current expected credit losses for financial instruments held at amortized cost.
The Group’s deposit and other receivables and amount due from shareholders are within the scope of ASC Topic 326.
To estimate expected credit losses, the Group has identified the relevant risk characteristics of its customers and these receivables are assessed on an individual basis for customers with low risk, medium risk, high risk and default. For each pool, the Group consider historical settlement pattern, past default experience of the debtor, overall economic environment in which the debtors operate, and also the assessment of both current and future development of environment as of the date when this report issued. Other key factors that influence the expected credit loss analysis include payment terms offered in the normal course of business to customers, and industry specific factors that could impact the Group’s receivables. Additionally, external data and macroeconomic factors are also considered.
As of June 30, 2026, deposit and other receivables of US$ was within one year and was classified as balances with low risk.
17
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
| 2. | Summary of significant accounting policies (continued) |
Concentration risks (continued)
Movement of the allowance for credit losses for deposit and other receivables is as follows:
| As of June 30, 2026 | As of September 30, 2025 | |||||||
| US$ | US$ | |||||||
| (Unaudited) | ||||||||
| Balance at beginning of the year | ||||||||
| Current year addition | ||||||||
| Balance at end of the year | ||||||||
Movement of the allowance for credit losses for amount due from shareholders and a related party is as follows:
| As of June 30, 2026 | As of September 30, 2025 | |||||||
| US$ | US$ | |||||||
| Balance at beginning of the year | ||||||||
| Current year addition | ) | |||||||
| Balance at end of the year | ||||||||
The carrying amounts of deposit and other receivables and amount due from shareholders and a related party are reduced by an allowance to reflect the expected credit losses.
18
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
| 2. | Summary of significant accounting policies (continued) |
Subscription receivable
As of June 30, 2026, subscriptions receivable represented the commitment from an investor to purchase capital stock of the Group. Since the shares have already been issued, and the amount was not yet received by the Group, this item was recorded as subscriptions receivable on the equity section of the Group’s balance sheet as of June 30, 2026.
Basic loss per share is computed by dividing net income attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares. There was no dilutive effect for the periods ended June 30, 2026 and 2025.
Segment reporting
ASC 280, Segment Reporting, establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.
Based on the criteria established by ASC 280 and ASU No. 2023-07, the Group’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group as a whole, hence, the Group has only one reportable segment. The Group derives revenue primarily in the “PRC” and manages the business activities on a consolidated basis.
The Group does not distinguish between markets or segments for the purpose of internal reporting. As the Group’s long-lived assets are substantially located in the PRC, no geographical segment information is presented.
19
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
| 2. | Summary of significant accounting policies (continued) |
Recently issued accounting standards
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Group is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.
| 3. | Deposit and other receivables, net |
| As of June 30, 2026 | As of September 30, 2025 | |||||||
| US$ | US$ | |||||||
| (Unaudited) | ||||||||
| Rental deposit | ||||||||
| Others | ||||||||
| Less: allowance for credit losses | ( | ) | ( | ) | ||||
| Total deposit and other receivables, net | ||||||||
20
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
| 4. | Property and Equipment, net |
Property and equipment, stated at cost less accumulated depreciation, consisted of the following :
| As of June 30, 2026 | As of September 30, 2025 | |||||||
US$
(Unaudited) | US$ | |||||||
| Electronic equipment | ||||||||
| Less: accumulated depreciation | ||||||||
| Net book value | ||||||||
During
the three and nine months ended June 30, 2026 and 2025 ,the depreciation were US$
| 5. | Accrued expenses and other payables |
| As of June 30, 2026 | As of September 30, 2025 | |||||||
US$
(Unaudited) | US$ | |||||||
| Accrued professional expenses | ||||||||
| Accrued salary expenses | ||||||||
| Loan to a third party | ||||||||
| Other payables and accrued expenses | ||||||||
| Total accrued expenses and other payables | ||||||||
21
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
| 6. | Income taxes |
provision of income tax for the nine months ended June 30, 2026 and 2025.
The Group is subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. The Group’s tax years remain open for examination by all tax authorities since inception, remain open to adjustment by the U.S. and state authorities.
| 7. | Leases |
The
Group leases office spaces under non-cancelable operating lease agreements. Pursuant to the new lease standard ASC 842-10-55,
this lease is treated as operating leases. The Group’s lease agreements do not have a discount rate that is readily determinable.
The incremental borrowing rate is determined at lease commencement or lease modification and represents the rate of interest the
Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a
similar economic environment. Management determined the incremental borrowing rate was
The Group leases office spaces which expire in June 2028 and the future lease payment under operating leases as of June 30, 2026 was as follows:
| 2026 | ||||
| US$ | ||||
| 2026(remaining) | ||||
| 2027 | ||||
| 2028 | ||||
| Total future lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of operating lease liabilities | ||||
| Operating lease liabilities - current | ||||
| Operating lease liabilities - non-current | ||||
22
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
| 7. | Leases (continued) |
Operating
lease costs For the three and nine months ended June 30, 2026, were US$
| 8. | Equity |
As of June 30, 2026, the Company had (September 30, 2025: ) shares of all classes of capital stock, each with a par value of US$ per share, authorized and available to issue for purposes of capital financing, consisting of (a) (September 30,2025: ) shares of class A common stock, (b) (September 30,2025: ) shares of class B common stock, and (c) (September 30,2025: ) shares of preferred stock.
On October 8, 2024, the shareholders and Board of Directors of the Company approved a 20 for 1 forward stock split (the “Stock Split”) of the Company’s authorized, issued and outstanding shares of common stock, par value US$. Each pre-split share of common stock outstanding was automatically converted into 20 new shares of common stock. As a result, 600,000 shares of post-split Class B Common Stock were converted into Class A Common Stock, and the outstanding Class A and Class B Common Stock after the Stock Split were shares and shares, respectively.
In October 2024, the Company had filed a Certificate of Amendment with the Office of the Secretary of State of Delaware to effective an increase in the Company’s authorized shares of capital stock to shares each with a par value of US$ per share, consisting of shares of Class A Common Stock, shares of Class B Common Stock and shares of preferred stock.
During
the nine months ended June 30, 2025, shareholders had subscribed total shares of Class A common stock of the Company,
at a price of US$ per share, an aggregate of US$. As of June 30, 2025, subscription proceeds of US$
23
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
| 8. | Equity (continued) |
On
July 17,2025, the Company agrees to relieve Shanren Cui of his obligation to pay the balance of the subscription price for the
Class A shares to which he subscribed in the Company’s Private Placement. As a condition to his release, Mr. Cui
must return to the Company the certificate representing the Class A shares previously issued to him.
As
of June 30, 2026, the Company had (September 30,2025: ) issued and outstanding shares of common stock with
total value of US$
| 9. | Related party transactions |
On
July 1, 2023, the Group and BEYEBE AI Technology Inc (“BEYEBE”), a related party under same shareholder, Weihong Du’s
control of the Group, signed an agreement and the BEYEBE was going to pay all operating expenses for the Group until the end of
the agreement when the Group will reimburse all payments made on behalf of the Group in a lump sum to BEYEBE. On December 31,
2023, the Group signed a loan agreement with BEYEBE for a 3 years credit loan of an aggregate principal amount not exceeding US$
During
the nine months ended June 30, 2026, the Group repaid the outstanding loan principal of US$Nil to BEYEBE. As of June 30, 2026
and 2025, outstanding balance under this loan agreement was US$
During
the nine months ended June 30, 2026, the Group had entered into a License and Supply Agreement (“License Agreement”)
with Shenzhen Beyebe Internet Technology Co. Limited (“SZ BEYEBE”), a related party under same shareholder, Weihong
Du’s control of the Group. Pursuant to the terms of License Agreement , the Group granted to SZ BEYEBE the right to use
and grant others a sublicense to use the Group’s Licensed Intellectual Property, as such term is defined in the License
Agreement, and to use and sell the Group’s Licensed Products, as defined in the License Agreement, within mainland China,
at a consideration of (i) a fixed license fee of US$
During
the nine months ended June 30, 2026, fixed fee license revenue of US$
24
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
| 9. | Related party transactions (continued) |
Weihong
Du, one of the shareholders of the Group, entered into an employment contract with the Company. Pursuant to the employment contract
date July 1, 2023, Mr. Du is entitled for an annual salary of US$
The related party transactions of the Group are as follows:
| For the three months ended June 30, | For the nine months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
US$
(Unaudited) | US$
(Unaudited) | US$
(Unaudited) | US$
(Unaudited) | |||||||||||||
| BEYEBE AI Technology Inc. (“BEYEBE”) | ||||||||||||||||
| - Interest expense/(income) | - | |||||||||||||||
| Shenzhen Beyebe Internet Technology Co. Limited (“SZ BEYEBE”) | ||||||||||||||||
| - Fixed fee license revenue | ||||||||||||||||
| - Royalty revenue | ||||||||||||||||
| - Rental expense | ||||||||||||||||
25
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
| 9. | Related party transactions (continued) |
The related party transactions of the Group are as follows: (continued)
| For the three months ended June 30, | For the nine months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
US$
(Unaudited) | US$
(Unaudited) | US$
(Unaudited) | US$
(Unaudited) | |||||||||||||
| Weihong Du | ||||||||||||||||
| - Payroll expense | ||||||||||||||||
| Li’ou Xie | ||||||||||||||||
| - Payroll expense | ||||||||||||||||
| Liumei Li | ||||||||||||||||
| - Payroll expense | ||||||||||||||||
The balances with the related parties are as follows:
| As of June 30, 2026 | As of September 30, 2025 | |||||||
US$
(Unaudited) | US$ | |||||||
| Amount due to shareholders: | ||||||||
| Weihong Du | ||||||||
| Li’ou Xie | ||||||||
| Total amount due to shareholders | ||||||||
| Amount due to related parties: | ||||||||
| BEYEBE | ||||||||
| SZ BEYEBE | ||||||||
| Liumei Li | ||||||||
| Total amount due to related parties | ||||||||
26
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended June 30, 2026
10. Subsequent events
The Group evaluated subsequent events from June 30, 2026, the date of these Unaudited Condensed consolidated financial statements, through August 14, 2026, which represents the date the Unaudited Condensed consolidated financial statements are issued, for events requiring recording or disclosure in the unaudited condensed consolidated financial statements For the three and nine months ended June 30, 2026. The Group concluded that no other events have occurred that would require recognition or disclosure in the unaudited condensed consolidated financial statements.
27
ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
FORWARD-LOOKING STATEMENTS
The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and notes to those statements included elsewhere in this Form 10-Q and with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K, for the year ended September 30, 2025 (the “2025 Form 10-K”).
This discussion contains forward-looking statements that involve risks and uncertainties. We intend that such forward-looking statements be subject to the safe harbors for such statements. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Forward-looking statements are subject to risks, uncertainties and factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. You should specifically consider the various risk factors identified in this report and our 2025 Form 10-K that could cause actual results to differ materially from those anticipated in these forward-looking statements. Further, although we believe we will not face a material increase in the price of raw materials due to tariffs that may be imposed, ongoing geopolitical conflicts could adversely impact our ability to manufacture our products, the markets for some of our products, and our ability to access debt or equity financing.
Overview
We were organized in Delaware in June 2023 to engage in the business of developing, marketing and distributing leading edge software for the detection of faults and other defects in railroad tracks; the inspection of tunnel walls for stability and providing ancillary monitoring systems related to the safe operation of railroads and vehicles generally. Mr. Weihong Du, our principal stockholder, chairman and president, has engaged in the development of software to assist in the detection of faults and other defects in railroad tracks in China for more than 5 years.
We have a wholly-owned subsidiary Transit Pro Tech Ltd. (“TP Hong Kong”), a limited liability company formed in Hong Kong. TP Hong Kong, in turn, owns Shenzhen Guantu Technology Co. Limited (“SGTCL”), which it formed in Shenzhen. References herein to “Transit Pro,” the “Company, “we,” “us” and words of similar import, unless otherwise indicated, refer collectively to Transit Pro Delaware, TP Hong Kong and SGCTL.
Our founding shareholders, own all of the outstanding shares of Shenzhen Beyebe Internet Technology Co. Limited (“Beyebe”) and Mr. Weihong Du, our Chairman and Chief Executive Officer, is Beyebe’s executive director and general manager. Beyebe is engaged in developing and marketing computer compliance software and hardware in the PRC. Beyebe is the owner of all of the outstanding equity of Beyebe AI Technology Inc. (“Beyebe AI”), a corporation formed under the laws of the state of California headquartered in Los Angeles.
We have entered into a Loan Agreement wherein Beyebe AI has agreed to lend us up to $1,000,000 to defray our expenses and a License Agreement with Beyebe wherein we have granted Beyebe the right to use and distribute within China hardware and software incorporating our intellectual property.
28
Mr. Du formed our Company for the purpose of engaging in business outside of mainland China. He believes that opportunities afforded by competitive market economies outside of mainland China exceed the long-term opportunities of doing business in communist China. Since formation, we have organized a subsidiary in Hong Kong, TP Hong Kong, which in turn organized a wholly-owned subsidiary in the People’s Republic of China, SGTCL, hired employees and consultants, including individuals based in China engaged in the development of our software, filed patent applications and provisional patent applications in the United States, participated in academic conferences, marketing events and exhibitions in the United States and met with various prospective users of our products. While it is our goal to grow primarily by hiring individuals in the United States, we chose initially to engage software engineers in China with whom members of our management are familiar to initiate development of our products. We will continually assess the benefits and possible detriments of relying upon individuals outside of the United States, in particular within China, in an effort to maximize our returns.
We do not intend to devote significant monetary resources or time of our personnel to marketing our products in China. Nevertheless, to enable us to benefit from the market in China for our products, we entered into a License Agreement with Beyebe wherein we granted Beyebe the right to market and distribute in mainland China products incorporating our technologies.
For the immediate future we intend to recruit additional personnel experienced in the rail maintenance and safety industries, raise capital necessary to expand our operations and continue to promote our rail transit safety solutions by participating in exhibitions and academic conferences in the United States and other international markets, establishing business relationships, and conducting testing and trials in these markets.
In addition to funds spent on our business activities, during the next twelve months we anticipate incurring costs related to filing of Exchange Act reports and establishing appropriate management systems for a public company, including financial systems.
29
Results of Operations
Results of Operations for the three and nine months ended June 30, 2026
Selected Financial Information for the Three Months ended June 30, 2026 and 2025:
| For the three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| US$ (Unaudited) |
US$ (Unaudited) |
|||||||
| Revenue from related party | 70,500 | 70,500 | ||||||
| Cost of revenue | (19,124 | ) | (13,814 | ) | ||||
| Gross profit | 51,376 | 56,686 | ||||||
| General and administrative expenses | (173,686 | ) | (217,845 | ) | ||||
| Research and development expenses | (52,420 | ) | (48,768 | ) | ||||
| Operating losses | (174,730 | ) | (209,927 | ) | ||||
| Other Income/(expense) | 6,952 | 1,334 | ||||||
| Interest expense | (5,538 | ) | 116 | |||||
| Loss before income taxes | (173,316 | ) | (208,477 | ) | ||||
| Income taxes expense | — | — | ||||||
| Net losses | (173,316 | ) | (208,477 | ) | ||||
Selected Financial Information for the Nine Months ended June 30, 2026 and 2025:
| For the nine months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| US$ (Unaudited) |
US$ (Unaudited) |
|||||||
| Revenue from related party | 240,899 | 246,296 | ||||||
| Cost of revenue | (38,070 | ) | (42,169 | ) | ||||
| Gross profit | 202,829 | 204,127 | ||||||
| General and administrative expenses | (490,886 | ) | (500,578 | ) | ||||
| Research and development expenses | (165,215 | ) | (120,612 | ) | ||||
| Operating losses | (453,272 | ) | (417,063 | ) | ||||
| Other Income/(expense) | 18,993 | (6,650 | ) | |||||
| Interest expense | (12,810 | ) | (986 | ) | ||||
| Loss before income taxes | (447,089 | ) | (424,699 | ) | ||||
| Income taxes expense | — | — | ||||||
| Net losses | (447,089 | ) | (424,699 | ) | ||||
Revenues: During the three and nine months ended June 30, 2026, we generated revenues of $70,500 and $240,899, respectively, compared to revenues of $70,500 and $246,296 for the three and nine months ended June 30, 2025. Revenues during the three and nine months ended June 30, 2026 consisted of fixed licensing fees of $70,500 and $211,500, respectively, representing a portion of the annual $300,000 fee due pursuant to the Licensing Agreement between the Company and Beyebe, and royalty revenue of $nil and $ 29,399, respectively, paid by Beyebe in respect of products distributed by Beyebe in China incorporating the Company’s technologies.
30
Gross Profit: Gross profit for the three and nine months ended June 30, 2026 was $51,376 and $202,829, respectively, compared to the three and nine months ended June, 2025 in which gross profit was $56,686 and $204,127, The decrease in gross profit during the three and nine months ended June 30, 2026, reflects both a slight increase in expenses in the three months ended June 30, 2026, compared the comparable period of 2025 and a slight reduction in revenues during the nine months ended June 30, 2026, during the comparable periods of 2025. During the three and nine months ended June 30, 2026, cost of revenue consisted primarily of travel and promotional expenses.
General and Administrative Expenses: General and administrative expenses were $173,686 and $490,886 in the three and nine months ended June 30, 2026 compared to $217,845 and $500,578 in the comparable periods of 2025. For the nine months ended June 30, 2026, general and administrative expenses decreased by $9,692 from $500,578 for the comparable period in the prior year. For the three months ended June 30, 2026, general and administrative expenses decreased by $44,159 from $217,845 for the comparable period in the prior year. The principal components of general and administrative expenses in the three months ended June 30, 2026, consisted of accrued salaries of $69,087, professional fees of $65,659 relating to our status as a reporting company and patent filings. Although we are attempting to control our general and administrative expenses, it is expected that general and administrative expenses will increase as we increase our marketing efforts.
Research and Development: We incurred research and development expenses for the three and nine months ended June 30, 2026 of $52,420 and $165,215 respectively, as compared to $48,768 and $120,612 for the comparable periods of 2025. We expect that we will continue to incur research and development expenses as we seek to develop new products.
Interest Income (Expense): We had interest expense of $5,538 and $12,810 for the three and nine months ended June 30, 2026, compared to interest income of $116 during the three months ended June 30, 2025, and interest expense of $986 for the nine months ended June 30, 2025. The incurrence of increased interest expense for the three and nine months ended June 30, 2026, reflects increased borrowings from Beyebe AI as compared to the prior year.
Other income (expense): We generated other income of $6,952 and $18,993 for the three and nine months ended June 30, 2026, compared to other income of $1,334 during the three months ended June 30, 2025, and other expense of $6,650 for the nine months ended June 30, 2025. The other income or expense in the third quarter and nine months ended June 30, 2026 and 2025 are mainly the result of gains or losses from foreign currency exchanges.
Net Loss: Net loss for the three and nine months ended June 30, 2026, was $173,316 and $447,089, respectively, compared to a net loss for the three and nine months ended June 30, 2025, of $208,477 and $424,699, respectively. Our net loss reflects expenses incurred seeking to develop and market our products in the absence of significant revenues.
Liquidity and Capital Resources
Our operating expenses to date principally have been paid with monies borrowed from Beyebe AI, a subsidiary of Beyebe controlled by Mr. Du, the accrual of expenses due to related parties and, more recently, licensing fees and royalties received pursuant to the Licensing Agreement with Beyebe and the proceeds of a private placement completed in 2025..
On December 31, 2023 (the “Execution Date”), we entered into a Loan Agreement with Beyebe AI wherein it agreed to lend us up to $1,000,000 during the period commencing on the Execution Date of the Loan Agreement and ending on the third anniversary thereof. All amounts borrowed will bear interest at the rate of 7.50% per annum and are payable in full on the third anniversary of the Execution Date. All amounts borrowed and interest accrued thereon are to be repaid on each anniversary of the Execution Date of the Loan Agreement and may immediately be reborrowed up to the $1,000,000 limit. Any amount not paid on its due date will bear additional interest at the rate of 0.1% per day. The principal amount due Beyebe AI as of September 30, 2025, was $ 112,552, and increased to $313,655 as of June 30, 2026.
31
To meet our expenses over the next twelve months we likely will require more than the amount of our cash on hand, the amount we will receive as royalties and amounts available under our agreement with Beyebe AI. We intend to seek to acquire such additional amounts, as necessary, through loans from or capital contributions by our stockholders, management or other investors. We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company.
At June 30, 2026, we had current assets of $21,448. As of such date, our total liabilities were $1,431,050 of which $1,377,314 were current liabilities and of which $327,802 was due to Beyebe AI and $325,600 was due to Beyebe. At June 30, 2026, we had a working capital deficit of approximately $1,356,000, reflecting the fact that during the nine months ended June 30, 2026, we had revenues of $240,899 and expenses in excess of $656,101. These conditions, among others, raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to meet our financial requirements, raise additional capital, and the success of our future operations as described above.
We anticipate incurring a minimum of $750,000 in expenses over the next twelve months and could incur more significant expenses if necessary. In all likelihood we will remain dependent upon the efforts of Mr. Du and his willingness and that of our principal stockholders to provide the capital necessary to continue our business and fund our cash needs until we generate meaningful revenues or raise capital from third parties. There can be no assurance that we will be able to raise the funds necessary to fund our operations until such time as we are generating positive cash flow or can otherwise fund our operations. If we were to fail to raise the capital necessary to maintain our operations our business would be adversely affected and our common stock would likely become worthless.
Cash Flows
The following is a summary of cash provided by or used in each of the indicated types of activities during the nine months ended June 30, 2026.
| Net cash provided by (used in) operating activities | $ | (151,250) | |
| Net cash provided by (used in) investing activities | $ | — | |
| Net cash provided by (used in) financing activities | $ | 165,786 |
Cash used in operating activities
Cash used in operating activities was $151,520 for the nine months ended June 30, 2026, compared to cash used in operating activities was $260,739 for the nine months ended June 30, 2025. The use of cash by our operating activities reflects the expenses incurred to develop and market our products and general and administrative expenses partially offset by the revenues received from Beyebe pursuant to our license agreement and the increase in accrued expenses and other payables. We are incurring expenses to develop our business operations and management organization in excess of the amounts being generated from operations and accruing amounts due to related parties to sustain our operations. It is likely that our expenses will increase over the immediate future as we continue to expand our operations.
Cash provided by financing activities
Cash provided by financing activities was $165,786 in the nine months ended June 30, 2026 resulting from an increase in amounts due related parties.
Cash provided by financing activities was $270,921 in the nine months ended June 30, 2025. The net cash provided by financing activities consisted of proceeds from the issuance of common stock and an increase in amounts due shareholders, reduced by payments made against amounts due related parties.
32
Contractual Obligations
At March 31, 2026, our significant contractual obligations included $327,802 due to Beyebe AI and $325,600 due to Beyebe and accrued expenses of $647,766 due to third parties.
Off-Balance Sheet Arrangements
We have not entered into any financial guarantees or other commitments to guarantee the obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which were prepared in accordance with US GAAP. While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements, we believe the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.
Going Concern
Our financial statements have been prepared assuming that we will continue as a going concern. We have yet to generate revenues sufficient to maintain our operations, incurred a net loss of $173,316 for the three months ended June 30, 2026, have an accumulated deficit of $2,214,748 as of June 30, 2026, and expect to incur future additional losses. Our cash was $6,620 as of June 30, 2026, which is not adequate for the balance of our current fiscal year and additional financing is necessary to maintain our operations. These factors raise substantial doubt about our ability to continue as a going concern. Our capital requirements will depend on many factors in particular, the speed at which we seek to develop our business, the number of software products we seek to develop and our ability to generate revenues. In all likelihood we will remain dependent upon the efforts of our principal stockholders to provide the capital necessary to continue our business and fund our cash needs until we generate meaningful revenues. There can be no assurance that we will be able to raise the funds necessary to fund our operations until such time as we are generating positive cash flow. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
Basis of Presentations
Our financial statements are prepared in accordance with US GAAP and the requirements of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”).
Use of Estimates
In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates, required by management, include the recoverability of long-lived assets, allowance for doubtful accounts, and the reserve for obsolete and slow-moving inventories. Actual results could differ from those estimates.
33
Revenue Recognition
The Company follows Accounting Standards Update (“ASU”) 2014-09 (and related amendments subsequently issued in 2016), Revenue from Contracts with Customers (ASC 606). The core principle underlying FASB ASC 606 is that the Company will recognize revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are recognized when control of goods and services transfers to a customer.
FASB ASC Topic 606 requires use of a new five-step model to recognize revenue from customer contracts. The five-step model requires the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies each performance obligation.
The Company derives its revenues from product sales and professional service contracts with its customers, with revenues recognized upon delivery of services and products. Persuasive evidence of an arrangement is demonstrated via professional service contracts and invoices; and the service price to the customer is fixed upon acceptance of the professional services contract. The Company recognizes revenue when professional service is rendered to the customer and collectability of payment is reasonably assured. These revenues are recognized at a point in time after all performance obligations are satisfied. Revenue is recognized net of returns and value-added tax charged to customers.
Recent Accounting Pronouncements
On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is designed to improve the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the CODM. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023, with early adoption permitted. The Group is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Group is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future CFS.
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Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Management of our Company is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure 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 financial and other required disclosures.
An evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act) at June 30, 2026 was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based on their evaluation of our disclosure controls and procedures, they concluded that at June 30, 2026, such disclosure controls and procedures were not effective. This was due to our limited resources, including the absence of a financial staff with accounting and financial expertise and deficiencies in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”
We plan to designate individuals responsible for identifying reportable developments and to implement procedures designed to remediate the material weakness by focusing additional attention and resources in our internal accounting functions at such time as such actions can be properly supported by the financial results of our operations. However, there is no assurance as to when we will undertake to hire the personnel and implement the procedures necessary to remediate the material weaknesses in our disclosure controls and procedures and the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter which is the subject of this report 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 party to any material legal or administrative proceedings and are not aware of any claim which might lead to a material legal claim or proceeding being commenced us in the foreseeable future.
Item 1A. Risk Factors
Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our Annual Report on Form 10-K for the year ended September 30, 2025 (the “2025 Form 10-K”), which are incorporated by reference into this report. Prospective investors are encouraged to consider the risks described in the 2025 Form 10-K, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this report and other information publicly disclosed or contained in documents we file with the Securities and Exchange Commission before purchasing our securities.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not Applicable.
Item 3. Defaults Upon Senior Securities
None.
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Item 6. Exhibits
*Filed herewith
**Furnished herewith
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SIGNATURES
Pursuant to the requirements of section 13 or 15(d) 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.
| TRANSIT PRO TECH INC. | ||
| Dated: August 14, 2026 | By: | /S/ Weihong Du |
| Weihong Du | ||
| Chief Executive Officer | ||
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