U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-Q

Mark One

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

FOR THE QUARTERLY PERIOD ENDED JULY 31, 2026

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

For the transition period from ______ to _______

COMMISSION FILE NO. 333-296039

Wyoming

(State or other jurisdiction of incorporation)

7389

(Primary Standard Industrial Classification Code Number)

32-0818649

(IRS Employer Identification No.)

15 Karadjordjeva St. Prnjavor, Bosnia and Herzegovina 78430

Tel: (307) 655-6776

(Address and telephone number of registrant's principal executive office) 

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

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

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

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

Applicable Only to Corporate Registrants

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

ARTERIOR SOLUTIONS CORP

PART I. FINANCIAL INFORMATION

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

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

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

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

ARTERIOR SOLUTIONS CORP

NOTES TO THE UNAUDITED FINANCIAL

STATEMENTS FOR THE PERIOD ENDED

JULY 31, 2026

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

FORWARD LOOKING STATEMENTS

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

DESCRIPTION OF BUSINESS

Arterior Solutions Corp was incorporated in the State of Wyoming on June 23, 2025. We are an early-stage company focused on interior design, exterior design, and conceptual design-support services. Our fiscal year ends on April 30. To date, our activities have consisted primarily of organizational matters, preparing our business plan, launching our website at www.arterior-solutions.com, and completing our first customer engagement.

RESULTS OF OPERATIONS

The following discussion summarizes our results of operations for the three months ended July 31, 2026. The Company was incorporated on June 23, 2025, and its activities during the corresponding prior-year period consisted solely of organizational matters.

As of July 31, 2026, our total assets were $12,211, compared to $8,900 as of April 30, 2026. The increase was primarily attributable to the capitalization of website development costs of $3,050, net of accumulated amortization of $102, together with an increase in cash of $362. As of July 31, 2026, our total liabilities were $7,578, compared to $504 as of April 30, 2026, reflecting additional advances received from a related party.

Stockholders' equity was $4,633 as of July 31, 2026, compared to $8,396 as of April 30, 2026. The decrease was attributable to the net loss of $3,763 incurred during the period. No shares of common stock were issued during the three months ended July 31, 2026.

Three Month Period Ended July 31, 2026

Income

During the three-month period ended July 31, 2026, the Company generated revenue of $5,140 from a single customer engagement under the Architectural and Design Services Contract dated June 16, 2026. No direct cost of services was incurred in connection with this engagement, and gross profit was $5,140. The Company generated no revenue during the corresponding prior-year period.

Operating Expenses

During the three-month period ended July 31, 2026, we incurred total operating expenses of $8,903, consisting of legal and professional fees of $8,712, amortization expense related to our website of $102, and bank charges of $90. Legal and professional fees consisted primarily of audit fees of $5,000, SEC registration and EDGAR filing fees of $1,525, a legal opinion fee of $1,500, tax preparation fees of $475, and registered agent fees of $212. Operating expenses for the corresponding prior-year period were $353, consisting of incorporation costs paid by our President on behalf of the Company.

Our net loss for the three-month period ended July 31, 2026 was $3,763, compared to $353 for the corresponding prior-year period.

Cash Flows from Operating Activities

For the three-month period ended July 31, 2026, net cash used in operating activities was $3,662, consisting of our net loss of $3,763, partially offset by non-cash amortization expense of $102.

Cash Flows from Investing Activities

For the three-month period ended July 31, 2026, net cash used in investing activities was $3,050, consisting of payments for website development.

Cash Flows from Financing Activities

For the three-month period ended July 31, 2026, net cash provided by financing activities was $7,074, consisting of advances received from a related party. We received no proceeds from the issuance of common stock during the period.

Stockholders’ Equity

No shares of common stock were issued during the three months ended July 31, 2026. As of July 31, 2026, we had 8,800,000 shares of common stock issued and outstanding and an accumulated deficit of $4,167.

PLAN OF OPERATION AND FUNDING

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

Existing working capital, related party advances, and anticipated cash flow are not expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through advances from a related party and issuances of equity securities. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business; and (ii) marketing expenses. We intend to finance these expenses with anticipated cash flow from operations, further issuances of securities, and related party advances, if needed. Thereafter, we may need to raise additional capital and continue generating revenues to meet long-term operating requirements. Additional issuances of equity securities may result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis.

As of July 31, 2026, the Company had cash and cash equivalents of $9,262, total liabilities of $7,578, an accumulated deficit of $4,167, and negative cash flows from operating activities of $3,662 for the three months ended July 31, 2026. The Company has a limited operating history, has completed only one customer engagement, and does not have sufficient capital to fully implement its business plan.

Accordingly, these conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans to address these conditions include raising additional capital through the Company's public offering or other financing sources, controlling operating costs, and seeking additional customer engagements. There can be no assurance that these plans will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the quarter ended July 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No senior securities were issued and outstanding during the three months ended July 31, 2026.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5. OTHER INFORMATION

None. 

ITEM 6. EXHIBITS

SIGNATURES

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

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