UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM
(Amendment No. 1)
(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
(Exact name of registrant as specified in its charter)
| (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).
Yes ☐
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) ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
No
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 27, 2026, there were shares of the registrant’s common stock outstanding comprised of 836,794 shares of Class A common stock and 19,400,000 shares of Class B common stock.
TRANSIT PRO TECH INC.
FORM 10-Q
March 31, 2026
INDEX
2
EXPLANATORY NOTE
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.
3
PART I
FINANCIAL INFORMATION
TRANSIT PRO TECH INC.
Unaudited Condensed Consolidated Financial Statements
For the three and six months ended March 31, 2026
4
TRANSIT PRO TECH INC.
TABLE OF CONTENTS
| Unaudited Condensed Consolidated Financial Statements as of March 31, 2026, and for the three and six months ended March 31, 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 March 31, 2026
| As of March 31, 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 | ||||||||
| Class A ordinary shares, $ par value; authorized shares, * shares issued and outstanding on March 31, 2026 and September 30, 2025 | ||||||||
| Class B ordinary shares, $ par value; authorized shares, *shares issued and outstanding on March 31, 2026 and September 30, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and shareholders’ deficit | ||||||||
*The number of shares outstanding are presented on a retrospective basis to reflect the Company’s reverse stock split effected on October 8, 2024.
The accompanying notes are an integral part of these consolidated financial statements.
6
TRANSIT PRO TECH INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and six months ended March 31, 2026
| For the three months ended March 31, | For the six months ended March 31, | |||||||||||||||
| 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 six months ended March 31, 2026
| Number of Class A ordinary shares | Amount of Class A ordinary shares | Number of Class B ordinary shares | Amount of Class B ordinary shares | Paid in capital | Subscription receivable | Accumulated deficit | Accumulated other comprehensive income | Total | ||||||||||||||||||||||||||||
| US$ | 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 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| 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 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
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 six months ended March 31, 2026
| For the six months ended March 31, | ||||||||
| 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)/decrease in deposit and other receivables | ( | ) | ||||||
| Decrease 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 six months ended March 31, 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 United States.
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 March 31, 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 six months ended March 31, 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 six months ended March 31, 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 March 31, 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 March 31, 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 March 31, 2026 and 2025, the Group had
12
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended March 31, 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 March 31, | For the six months ended March 31, | |||||||||||||||
| 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 six months ended March 31, 2026
| 2. | Summary of significant accounting policies (continued) |
Revenue recognition (continued)
| For the three months ended March 31, | For the six months ended March 31, | |||||||||||||||
| 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 six months ended March 31, 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 March 31, 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 six months ended March 31, 2026 and 2025, no interest or penalties related to unrecognized tax benefits was recognized. As of March 31, 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 the carrying 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 six months ended March 31, 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 six months ended March 31, 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 March 31, 2026, deposit and other receivables
of US$
17
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended March 31, 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 March 31, 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 March 31, 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 six months ended March 31, 2026
| 2. | Summary of significant accounting policies (continued) |
Subscription receivable
As of March 31, 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 March 31, 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 March 31, 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 six months ended March 31, 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 March 31, 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 six months ended March 31, 2026
| 4. | Property and Equipment, net |
Property and equipment, stated at cost less accumulated depreciation, consisted of the following as of December 31:
As of March 31, 2026 | As of September 30, 2025 | |||||||
US$ (Unaudited) | US$ | |||||||
| Electronic equipment | ||||||||
| Less: accumulated depreciation | ||||||||
| Net book value | ||||||||
During the three and six months
ended March 31, 2026 and 2025 ,the depreciation were US$
| 5. | Accrued expenses and other payables |
As of March 31, 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 six months ended March 31, 2026
| 6. | Income taxes |
provision of income tax for the six months ended March 31, 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 March 31, 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 six months ended March 31, 2026
| 7. | Leases(continued) |
Operating lease costs for the
three and six months ended March 31, 2026, were US$
| 8. | Equity |
As of March 31, 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 six months
ended March 31, 2025, shareholders had subscribed for a total of
shares of Class A common stock of the Company, at a price of US$
per share, an aggregate of US$.
As of March 31, 2025, subscription proceeds of US$
On July 17, 2025, the Company agreed 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.
23
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended March 31, 2026
| 8. | Equity(continued) |
As of March 31, 2026, the Company had
(September 30,2025: )
issued and outstanding shares of common stock with a total value of US$
The Company is authorized to issue Class A and Class B common stock, each with a par value of $ per share, as established in the Company’s Certificate of Incorporation. As of March 31, 2026, the Company had Class A common shares and Class B common shares issued and outstanding, for a total of common shares.
The Company presents common stock on the balance sheet on an aggregate basis, reflecting the combined issued and outstanding Class A and Class B shares, as both classes share the same par value and substantially identical rights except as otherwise provided in the Company’s charter.
The outstanding share count disclosed in previous regulatory filings represents the total number of Class A common shares and Class B common shares reported in the financial statements.
| 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 six months ended
March 31, 2026, the Group repaid the outstanding loan principal of US$Nil to BEYEBE. As of March 31, 2026 and 2025, outstanding
balance under this loan agreement was US$
During the six months ended
March 31, 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 six months ended
March 31, 2026, fixed fee license revenue of US$
24
TRANSIT PRO TECH INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended March 31, 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 March 31, | For the six months ended March 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
US$ (Unaudited) | US$ (Unaudited) | US$ (Unaudited) | US$ (Unaudited) | |||||||||||||
| BEYEBE AI Technology Inc. (“BEYEBE”) | ||||||||||||||||
| - Interest income/(expense) | ( | ( | ( | |||||||||||||
| 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 six months ended March 31, 2026
| 9. | Related party transactions (continued) |
The related party transactions of the Group are as follows: (continued)
| For the three months ended March 31, | For the six months ended March 31, | |||||||||||||||
| 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 March 31, 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 six months ended March 31, 2026
| 10. | Subsequent events |
The Group evaluated subsequent events from March 31, 2026, the date of these Unaudited Condensed consolidated financial statements, through May 15, 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 six months ended March 31, 2026. The Group concluded that no other events have occurred that would require recognition or disclosure in the unaudited condensed consolidated financial statements.
27
PART II – OTHER INFORMATION
Item 6. Exhibits
*Filed herewith
**Furnished herewith
28
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 28, 2026 | By: | /S/ Weihong Du |
| Weihong Du | ||
| Chief Executive Officer | ||
29