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false false false false 10-K true 2026-06-30 false 000-56793 TECH TONIC GROUP CORP. WY 36-5075435 Remscheider Str. 54 Krefeld DE 47807 307 855-1550 No No Yes Yes Non-accelerated Filer true true false false 3623080 Cybersecurity risk management is part of the Company’s overall risk management. Our cybersecurity risk management is designed to provide a framework for handling cybersecurity threats and incidents, including threats and incidents associated with the use of services provided by third-party service providers. We rely on the cybersecurity protections of many of our third party service providers. Our primary third party service providers, utilize two (2) factor authorization as well as login and password protections with email verifications. true true true BOLADALE LAWAL & CO. 6993 Lagos, Nigeria

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NOTE 1 – ORGANIZATION AND BUSINESS TECH TONIC GROUP CORP. (the “Company”) is a corporation established under the corporation laws in the State of Wyoming on July 24, 2023. We are a development-stage company currently operating in the software and mobile application development industries. The Company has adopted a June 30 fiscal year end.

NOTE 2 – GOING CONCERN The Company’s financial statements as of June 30, 2026 have been prepared using generally accepted accounting principles in the United States of America (“GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated loss from inception (July 24, 2023) to June 30, 2026 of $5,557. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

-5557

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with GAAP. New Accounting Pronouncements There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Use of Estimates and Assumptions 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 revenues and expenses during the period. Actual results could differ from those estimates. Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern. Fair Value of Financial Instruments Accounting Standards Codification (“ASC”) 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2026. The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include accounts payable and advances from related party. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value. Income Taxes Income taxes are provided in accordance with ASC 740, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers”, and all related interpretations for recognition of our revenue from tours and services. Revenue is recognized when the following criteria are met: <table cellpadding="0" style="border-spacing:0;font-size:10pt;width:100%"><tbody><tr style="height:15px"><td style="width:4%;"> </td><td style="width:4%;vertical-align:top;">-</td><td style="vertical-align:top;">Identification of the contract, or contracts, with customer;</td></tr><tr style="height:15px"><td> </td><td style="vertical-align:top;">-</td><td style="vertical-align:top;">Identification of the performance obligations in the contract;</td></tr><tr style="height:15px"><td> </td><td style="vertical-align:top;">-</td><td style="vertical-align:top;">Determination of the transaction price;</td></tr><tr style="height:15px"><td> </td><td style="vertical-align:top;">-</td><td style="vertical-align:top;">Allocation of the transaction price to the performance obligations in the contract; and</td></tr><tr style="height:15px"><td> </td><td style="vertical-align:top;">-</td><td style="vertical-align:top;">Recognition of revenue when, or as, we satisfy performance obligation.</td></tr></tbody></table> For the year ended June 30, 2026, the Company reported sales of $66,920 and cost of goods sold of $24,000, resulting in a gross profit of $42,920. This revenue was earned under the following service arrangements: (i) Software Development Agreement No. 2025-5-20 dated May 20, 2025; (ii) Agreement for IT Audit and Remediation Services dated September 27, 2025; (iii) Software Development Agreement No. 2025-10-QB dated October 1, 2025. Revenue under these agreements is recognized over time as services are performed in accordance with the underlying contract terms. Deferred Revenue Deferred revenue represents advance payments received from customers before the Company has satisfied its performance obligations. Such amounts are recorded as a liability until the services are performed, at which point the revenue is recognized. Deferred revenue is classified as a current liability when the Company expects to perform the services within one year. Earnings per Share The company adheres to the provision of ASC 260, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company. Intangible Assets Intangible assets are recognized at cost when it is probable that future economic benefits attributable to the asset will flow to the Company and the cost of the asset can be measured reliably. Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives and assessed for impairment whenever indicators of impairment exist. Intangible assets with indefinite useful lives are not amortized but are tested annually for impairment, or more frequently when circumstances indicate that the carrying value may not be recoverable. Assets in Progress Assets in progress represent capital expenditures incurred on items of property, plant and equipment or intangible assets that are under development and not yet available for use. These assets are carried at cost, including all directly attributable costs of construction or development, and borrowing costs where applicable. No depreciation or amortization is recorded until the asset is complete and available for its intended use, at which point the asset is reclassified to the appropriate category. Fixed Assets Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Subsequent costs are capitalized only when it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets. Land is not depreciated. The assets’ residual values, useful lives, and methods of depreciation are reviewed at each financial year-end, and adjusted prospectively if appropriate. Assets are tested for impairment whenever there is an indication that the carrying amount may not be recoverable. The Company depreciates its property using straight-line depreciation over the estimated useful life of 5 years.

The financial statements of the Company have been prepared in accordance with GAAP.

There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

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 revenues and expenses during the period. Actual results could differ from those estimates. Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Accounting Standards Codification (“ASC”) 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2026. The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include accounts payable and advances from related party. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

Income taxes are provided in accordance with ASC 740, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers”, and all related interpretations for recognition of our revenue from tours and services. Revenue is recognized when the following criteria are met: <table cellpadding="0" style="border-spacing:0;font-size:10pt;width:100%"><tbody><tr style="height:15px"><td style="width:4%;"> </td><td style="width:4%;vertical-align:top;">-</td><td style="vertical-align:top;">Identification of the contract, or contracts, with customer;</td></tr><tr style="height:15px"><td> </td><td style="vertical-align:top;">-</td><td style="vertical-align:top;">Identification of the performance obligations in the contract;</td></tr><tr style="height:15px"><td> </td><td style="vertical-align:top;">-</td><td style="vertical-align:top;">Determination of the transaction price;</td></tr><tr style="height:15px"><td> </td><td style="vertical-align:top;">-</td><td style="vertical-align:top;">Allocation of the transaction price to the performance obligations in the contract; and</td></tr><tr style="height:15px"><td> </td><td style="vertical-align:top;">-</td><td style="vertical-align:top;">Recognition of revenue when, or as, we satisfy performance obligation.</td></tr></tbody></table> For the year ended June 30, 2026, the Company reported sales of $66,920 and cost of goods sold of $24,000, resulting in a gross profit of $42,920. This revenue was earned under the following service arrangements: (i) Software Development Agreement No. 2025-5-20 dated May 20, 2025; (ii) Agreement for IT Audit and Remediation Services dated September 27, 2025; (iii) Software Development Agreement No. 2025-10-QB dated October 1, 2025. Revenue under these agreements is recognized over time as services are performed in accordance with the underlying contract terms.

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Deferred revenue represents advance payments received from customers before the Company has satisfied its performance obligations. Such amounts are recorded as a liability until the services are performed, at which point the revenue is recognized. Deferred revenue is classified as a current liability when the Company expects to perform the services within one year.

The company adheres to the provision of ASC 260, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

Intangible assets are recognized at cost when it is probable that future economic benefits attributable to the asset will flow to the Company and the cost of the asset can be measured reliably. Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives and assessed for impairment whenever indicators of impairment exist. Intangible assets with indefinite useful lives are not amortized but are tested annually for impairment, or more frequently when circumstances indicate that the carrying value may not be recoverable.

Assets in progress represent capital expenditures incurred on items of property, plant and equipment or intangible assets that are under development and not yet available for use. These assets are carried at cost, including all directly attributable costs of construction or development, and borrowing costs where applicable. No depreciation or amortization is recorded until the asset is complete and available for its intended use, at which point the asset is reclassified to the appropriate category.

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Subsequent costs are capitalized only when it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets. Land is not depreciated. The assets’ residual values, useful lives, and methods of depreciation are reviewed at each financial year-end, and adjusted prospectively if appropriate. Assets are tested for impairment whenever there is an indication that the carrying amount may not be recoverable. The Company depreciates its property using straight-line depreciation over the estimated useful life of 5 years.

P5Y

NOTE 4 – CAPTIAL STOCK The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share. As of June 30, 2026, the Company had 3,623,080 shares issued and outstanding.

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NOTE 5 – RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. Since July 24, 2023 (Inception) through June 30, 2026, the Company’s sole officer and a director loaned the Company $10,023 to pay for general and administrative costs. As of June 30, 2026, the amount outstanding was $10,023. The loan is non-interest bearing, due upon demand and unsecured.

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NOTE 6 - INCOME TAXES The Company has approximately $5,557 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire in fiscal 2046. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

5557

NOTE 7 - SUBSEQUENT EVENTS The Company has evaluated subsequent events from June 30, 2026 to the date the financial statements were issued and has determined that there are no items to disclose.