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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Form
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For the quarterly period ended
For the transition period from ______ to _______
Commission File No.

(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
| 7389 | ||
| (Address of principal executive offices) | (Primary Standard Industrial Classification Code Number) |
(
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| N/A | N/A | N/A |
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.
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).
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.
| 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 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐
As of July 31, 2026, the registrant had shares of common stock issued and outstanding.
TABLE OF CONTENTS
| PART 1 | FINANCIAL INFORMATION | |
| Item 1. | Financial Statements (Unaudited) | 3 |
| Balance Sheets | 4 | |
| Statements of Operations | 5 | |
| Statements of Stockholders Equity (Deficit) | 6 | |
| Statements of Cash Flows | 7 | |
| Notes to Financial Statements | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 18 |
| Item 4. | Controls and Procedures | 18 |
| PART II. | OTHER INFORMATION | |
| Item 1. | Legal Proceedings | 19 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 19 |
| Item 3. | Defaults Upon Senior Securities | 19 |
| Item 4. | Mine Safety Disclosures | 19 |
| Item 5. | Other Information | 19 |
| Item 6. | Exhibits | 20 |
| Signatures | 21 |
| 2 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Balance Sheets as of July 31, 2026 (Unaudited) and October 31, 2025 (Audited)
Condensed Statements of Cash Flows for the Nine Months Ended July 31, 2026 and 2025 (Unaudited)
Notes to the Condensed Financial Statements
| 3 |
SUN
CONDENSED BALANCE SHEETS
| July 31, 2026 | October 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash & cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Non-Current assets | ||||||||
| Intangibles | ||||||||
| Equipment (net) | ||||||||
| Long-term | ||||||||
| Note receivable - Related Party | ||||||||
| Total Non-Current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued Interest Payable | ||||||||
| Accrued Payroll and Compensation | ||||||||
| Short-term loans from shareholder (Related Party) | ||||||||
| Unearned revenue | ||||||||
| Total Current Liabilities | ||||||||
| Non-Current Liabilities | ||||||||
| Long-term loans from shareholder (Related Party) | ||||||||
| Long-term business loans | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding | ||||||||
| Additional Paid-In-Capital | ||||||||
| Retained Earnings | ||||||||
| Total Stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements
| 4 |
SUN
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three months ended July 31, 2026 | Three months ended July 31, 2025 | Nine months ended July 31, 2026 | Nine months ended July 31, 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ( | ) | ||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Advertising and marketing | ||||||||||||||||
| Professional services | ||||||||||||||||
| Other operating expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income (Loss) before provision for income taxes | ( | ) | ||||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | $ | ||||||||||
| Income (loss) per common share: Basic and diluted | $ | $ | ) | $ | $ | |||||||||||
| Weighted Average Number of Common Shares Outstanding: Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these financial statements
| 5 |
SUN
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED JULY 31, 2026 & 2025
(UNAUDITED)
| Number of Common Shares | Amount | Additional Paid-In-Capital | Retained Earnings (Accumulated Deficit) | Total | ||||||||||||||||
| Balance at October 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Income for the period | – | |||||||||||||||||||
| Balance as of July 31, 2025 | $ | $ | $ | $ | ||||||||||||||||
| Balance at October 31, 2025 | $ | $ | $ | $ | ||||||||||||||||
| Issuance of 70,000 shares for cash proceeds of $700 | ||||||||||||||||||||
| Offering costs charged against additional paid-in capital | – | ( | ) | ( | ) | |||||||||||||||
| Net Income for the period | – | |||||||||||||||||||
| Balance as of July 31, 2026 | $ | $ | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of these financial statements
| 6 |
SUN
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine months ended July 31, 2026 | Nine months ended July 31, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Income (loss) | $ | $ | ||||||
| Adjustments for non-cash items: | ||||||||
| Depreciation | ||||||||
| Accounts receivable | ( | ) | ||||||
| Short-term loans from shareholders (Related Party (see Note 7) | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued Payroll and Compensation | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Long-term loans from shareholders (Related Party (see Note 7) | ( | ) | ||||||
| Unearned Revenue | ( | ) | ( | ) | ||||
| Accrued Interest Payable | ||||||||
| Net cash provided by (used in) Operating activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of non-current assets | ||||||||
| Long-term investments | ||||||||
| Note receivable | ( | ) | ||||||
| Net cash provided by (used in) Investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Deferred offering costs | ( | ) | ||||||
| Proceeds from sale of common stock | ||||||||
| Proceeds of long-term business loans | ||||||||
| Net cash provided by Financing activities | ( | ) | ||||||
| Increase (decrease) in cash and equivalents | ( | ) | ( | ) | ||||
| Cash and equivalents at beginning of the period | ||||||||
| Cash and equivalents at end of the period | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| 7 |
SUN
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JULY 31, 2026
NOTE 1 – ORGANIZATION AND BUSINESS
SUN (the “Company”) is a corporation organized under the laws of the State of Wyoming on September 5, 2024.
The Company is an early-stage entertainment and technology-focused company engaged in the development of proprietary immersive virtual reality (“VR”) content and related technology solutions, and in providing advertising, brand promotion, consulting, audiovisual production and related services.
The Company has adopted October 31 as its fiscal year end.
NOTE 2 – BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the interim periods presented have been included.
Operating results for the nine months ended July 31, 2026 are not necessarily indicative of the results that may be expected for the full fiscal year.
These financial statements should be read in conjunction with the Company’s audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025.
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
For the nine months ended July 31, 2026, the Company generated revenue of $
The Company continues to have limited cash resources and relies on revenues from operations and financing from related parties and third-party lenders to support its operations and working capital requirements.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Management plans to continue funding operations through a combination of revenues from services, equity issuances, and additional debt financing.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| 8 |
NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed by the Company are consistent with those described in the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025.
There have been no material changes to the Company’s significant accounting policies during the interim period.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers.
Revenue during the current interim period was derived from initial platform implementation and configuration services, audiovisual production, advertising, promotional, consulting, and other related services.
Revenue is recognized when the Company satisfies the applicable performance obligations under its service agreements.
Amounts received or contractually due in advance of the satisfaction of the applicable performance obligations are recorded as unearned revenue and recognized as revenue as the related performance obligations are satisfied.
Segment Reporting
The Company operates as a operating segment. Management reviews financial information on a consolidated basis and therefore the Company has reportable segment.
NOTE 5 – REVENUE AND COST OF REVENUE
During the nine months ended July 31, 2026, the Company recognized
$
During the three months ended July 31, 2026, the Company recognized $
Direct costs associated with the Company’s revenue-generating activities totaled $
These direct production costs are recorded as cost of revenue in the accompanying condensed statements of operations.
| 9 |
NOTE 6 – EQUIPMENT (NET)
Equipment is recorded at cost less accumulated depreciation.
Depreciation is calculated using the straight-line method over an estimated useful life of three years.
As of July 31, 2026, equipment (net) totaled $
Depreciation expense for the nine months ended July 31, 2026 totaled $
NOTE 7 – RELATED PARTY TRANSACTIONS
During the nine months ended July 31, 2026, the Company received additional advances from related parties to support its operations and working capital requirements, including funding used in connection with the Company’s regulatory, market eligibility, and public market activities.
During the nine months ended July 31, 2026, the Company received $
As of July 31, 2026, amounts due to related parties consisted of no short-term advances and $
The Company also had a $
NOTE 8 – NOTE RECEIVABLE – RELATED PARTY
The Company holds a $
The note is non-interest-bearing and payable in full on October 30, 2026.
NOTE 9 – UNEARNED REVENUE
Unearned revenue represents amounts received or contractually owed for services for which the applicable performance obligations have not yet been satisfied.
As of April 30, 2026, the Company had approximately $
As of July 31, 2026, the remaining balance of unearned revenue was approximately $
| 10 |
NOTE 10 – OFFERING COSTS
During the nine months ended July 31, 2026, the Company incurred $
During the three months ended July 31, 2026, the offering period concluded and the Company charged the $
NOTE 11 – STOCKHOLDERS’ EQUITY
On November 17, 2025, the Company issued shares of common stock pursuant to its registered offering at a price of $0.01 per share
for aggregate cash proceeds of $
During the three months ended July 31, 2026, the Company’s registered
offering period concluded. Upon conclusion of the offering, $
As of July 31, 2026, the Company had shares of common stock
issued and outstanding and additional paid-in capital of $
NOTE 12 – LONG-TERM INVESTMENTS
The Company continues to hold long-term investments totaling $
Management evaluates these investments for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.
No impairment was recorded during the current period.
NOTE 13 – LONG-TERM BUSINESS LOAN
The Company has a $
In November 2025, the loan agreement was amended to defer the first annual interest payment until November 13, 2026, with interest continuing to accrue during the deferral period.
As of July 31, 2026, the outstanding principal balance was $70,000, and accrued interest payable was $
NOTE 14 – ACCRUED COMPENSATION
Effective June 1, 2026, the Company appointed Andrew MacLeod to serve as Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and Treasurer, and appointed Robert Givens to serve as Secretary.
In connection with their appointments, the Company entered into employment agreements providing for annual base compensation of $50,000 for Mr. MacLeod and $25,000 for Mr. Givens.
| 11 |
For the period from June 1, 2026 through July 31, 2026, the Company recorded aggregate compensation expense of $
As of July 31, 2026, the related compensation remained unpaid and was included in Accrued Payroll and Compensation in the accompanying condensed balance sheet.
NOTE 15 – MATERIAL SERVICE AGREEMENT
In July 2026, the Company entered into a service agreement with Phoenix Theatre Company for the implementation, configuration, integration,
and ongoing support of a technology platform. The agreement provides for aggregate consideration of up to $
During the three months ended July 31, 2026, the Company completed the initial implementation and configuration services and recognized
$
As of July 31, 2026, the remaining milestone and ongoing service fees had not been recognized as revenue and will be recognized in future periods as the applicable performance obligations are satisfied in accordance with the terms of the agreement.
NOTE 16 – INCOME TAXES
The Company accounts for income taxes in accordance with ASC 740, Income Taxes.
The Company has generated net operating losses in prior periods and maintains a full valuation allowance against its net deferred tax
assets. The Company recorded
NOTE 17 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date the financial statements were available to be issued and determined that there were no subsequent events requiring adjustment to or disclosure in the accompanying financial statements.
| 12 |
FORWARD LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-Q that are not historical facts constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements include statements regarding the Company’s expectations, beliefs, plans, objectives, future financial performance, and assumptions underlying or relating to such statements. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “intend,” “continue,” or similar expressions.
These forward-looking statements are based on management’s current expectations and assumptions and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied in such statements.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
| 13 |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
SUN (the “Company”) was incorporated in the State of Wyoming on September 5, 2024. The Company is focused on the development and production of immersive virtual reality experiences and related digital media content. In addition, the Company provides platform implementation and configuration, audiovisual production, advertising, promotional, and consulting services.
The Company is currently in the early stage of development and continues to build its operational infrastructure, develop intellectual property, and expand revenue-generating activities.
Results of Operations
Nine Months Ended July 31, 2026 Compared to Nine Months Ended July 31, 2025
Revenue
Revenue for the nine months ended July 31, 2026 was $69,537, compared to $57,833 for the nine months ended July 31, 2025.
Revenue during the current period was derived primarily from platform implementation and configuration services, audiovisual production services, advertising and promotional services, and other consulting activities.
The increase in revenue compared with the prior-year period was primarily attributable to the timing and composition of services performed during the current period.
Cost of Revenue
Cost of revenue for the nine months ended July 31, 2026 was $4,500, compared to $0 during the comparable prior-year period.
Cost of revenue during the current period consisted primarily of editing, post-production, and other direct production costs associated with audiovisual production services.
Gross Profit
Gross profit for the nine months ended July 31, 2026 was $65,037, compared to $57,833 during the comparable prior-year period.
The increase in gross profit was primarily attributable to higher revenue during the current period, partially offset by direct production costs.
Operating Expenses
Operating expenses for the nine months ended July 31, 2026 were $45,974, compared to $25,953 for the nine months ended July 31, 2025.
The increase in operating expenses was primarily attributable to higher general and administrative expenses, professional service expenses, and interest expense during the current period.
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Operating expenses consisted primarily of:
General and administrative expenses of $31,276, compared to $13,203 during the prior-year period, reflecting higher operational, administrative, and compensation-related costs.
Advertising and marketing expenses of $1,090, compared to $7,500 during the prior-year period.
Professional services expenses of $5,733, compared to $0 during the prior-year period, primarily related to legal, accounting, compliance, and consulting services.
Other operating expenses were $7,875, compared to $5,250 during the prior-year period, and primarily reflected interest associated with the Company’s long-term business loan.
Net Income (Loss)
The Company reported net income of $19,063 for the nine months ended July 31, 2026, compared to net income of $31,880 during the comparable prior-year period.
Although revenue and gross profit increased during the current period, net income decreased primarily as a result of higher general and administrative expenses, professional service expenses, and interest expense.
Three Months Ended July 31, 2026 Compared to Three Months Ended July 31, 2025
Revenue
Revenue for the three months ended July 31, 2026 was $53,386, compared to $3,333 for the three months ended July 31, 2025.
The increase was primarily attributable to $50,000 of revenue recognized from initial implementation and configuration services performed under a technology platform service agreement entered into during the current quarter. The agreement provides for additional milestone-based and ongoing service fees as the applicable performance obligations are satisfied.
Cost of Revenue and Gross Profit
There was no cost of revenue during either three-month period. Accordingly, gross profit was $53,386 for the three months ended July 31, 2026, compared to $3,333 during the comparable prior-year period.
Operating Expenses
Operating expenses for the three months ended July 31, 2026 were $22,128, compared to $7,486 for the three months ended July 31, 2025.
| 15 |
Operating expenses consisted primarily of:
General and administrative expenses of $16,583, compared to $4,861 during the prior-year quarter;
Professional services expenses of $2,920, compared to $0 during the prior-year quarter; and
Other operating expenses of $2,625 during both periods, consisting of interest expense associated with the Company’s long-term business loan.
The increase in operating expenses was primarily attributable to higher general and administrative expenses and professional service expenses during the current quarter.
Net Income (Loss)
The Company reported net income of $31,258 for the three months ended July 31, 2026, compared to a net loss of $4,153 during the comparable prior-year quarter.
The improvement in results of operations was primarily attributable to higher revenue during the current quarter, partially offset by higher operating expenses.
Liquidity and Capital Resources
As of July 31, 2026, the Company had cash and cash equivalents of $63, compared to $8,856 as of October 31, 2025.
Net cash provided by operating activities for the nine months ended July 31, 2026 was $10,507. The Company’s operating cash flows during the period reflected its results of operations, changes in working capital, and related-party advances.
During the nine months ended July 31, 2026, the Company received additional cash advances from related parties to support its operations and working capital requirements. As of July 31, 2026, no short-term related-party advances were outstanding, and long-term related-party advances totaled $38,886.
As of July 31, 2026, the Company had a $70,000 long-term business loan and $15,750 in accrued interest payable.
The Company also had $50,000 in accounts receivable as of July 31, 2026. The Company continues to operate with limited cash resources and relies on a combination of operating revenues, collection of outstanding receivables, related-party advances, and external financing to support ongoing operations.
During the nine months ended July 31, 2026, the Company received $700 in proceeds from the issuance of 70,000 shares of common stock pursuant to its registered offering and paid $20,000 in offering-related costs, which were reflected in financing activities. Following the conclusion of the applicable offering period, qualifying offering costs previously deferred were charged against additional paid-in capital.
Plan of Operations and Funding
Over the next twelve months, the Company intends to continue developing immersive virtual reality experiences and related digital media projects while expanding its revenue-generating activities, including platform implementation and configuration, audiovisual production, promotional, advertising, and consulting services.
| 16 |
In July 2026, the Company entered into a service agreement with Phoenix Theatre Company for the implementation, configuration, integration, and ongoing support of a technology platform. The agreement provides for aggregate consideration of up to $350,000, consisting of a $50,000 initial implementation fee, milestone-based fees totaling $75,000, and ongoing service fees totaling $225,000 over the term of the agreement. The Company recognized the $50,000 initial implementation fee as revenue during the current quarter. The remaining consideration is expected to be recognized in future periods as the applicable performance obligations are satisfied.
The Company plans to continue focusing on the development of proprietary immersive media projects, virtual reality content, and related digital media assets, while pursuing additional revenue-generating service engagements.
The Company also maintains strategic investments related to immersive media development projects, which management believes may support future business opportunities.
The Company expects that working capital requirements will continue as it develops operations, supports public company compliance obligations, and expands business activities.
Management expects that working capital requirements will be funded through a combination of operating revenues, collection of outstanding receivables, related-party advances, equity financings, and debt financing arrangements, if available.
There can be no assurance that outstanding receivables will be collected when expected or that additional financing will be available on acceptable terms, or at all. If adequate liquidity is not available, the Company may be required to reduce operational activities, delay development projects, or limit expansion initiatives.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on its financial condition, results of operations, liquidity, capital expenditures, or capital resources.
Going Concern
The independent auditor’s report accompanying the Company’s financial statements for the fiscal year ended October 31, 2025 included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern.
Although the Company reported net income for the nine months ended July 31, 2026, the Company continues to have limited cash resources and relies on operating revenues, collection of outstanding receivables, related-party financing, and third-party financing to meet its working capital requirements.
The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
Management intends to address liquidity needs through a combination of operating revenues, collection of outstanding receivables, related-party advances, and potential equity or debt financing arrangements. However, there can be no assurance that sufficient liquidity or additional financing will be available when required.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company, the Company is not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports filed or submitted 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. Disclosure controls and procedures include controls and procedures designed to ensure that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
The Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of July 31, 2026, pursuant to Rule 13a-15(b) under the Exchange Act.
Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of July 31, 2026 due to the material weaknesses in internal control over financial reporting described in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not currently involved in any material legal proceedings. From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. However, management does not believe that any such proceedings, if they were to occur, would have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Use of Proceeds from Registered Securities
The Company’s registration statement on Form S-1 relating to the offer and sale of up to 12,000,000 shares of common stock at a price of $0.01 per share was declared effective by the Securities and Exchange Commission on August 27, 2025.
The registered offering has been completed. The Company sold an aggregate of 3,345,000 shares of common stock at $0.01 per share for aggregate gross proceeds of $33,450. The Company incurred approximately $20,000 of expenses in connection with the offering, consisting primarily of professional and broker-related fees. No underwriting discounts or selling commissions were paid. Net proceeds from the offering were approximately $13,450.
As of July 31, 2026, the Company had used all of the net proceeds from the offering. Approximately $11,260 was used for working capital and general operating purposes, $1,100 for research and development activities, and $1,090 for sales and advertising activities. No proceeds were used for capital expenditures.
The actual allocation of the net proceeds differed from the allocation contemplated in the prospectus due to the Company’s operating requirements and management’s exercise of its discretion in allocating proceeds among non-fixed costs. None of the net proceeds were used for payments to directors or officers of the Company or their associates, persons owning ten percent or more of any class of the Company’s equity securities, or affiliates of the Company.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the
quarter ended July 31, 2026, no director or officer of the Company
| 19 |
ITEM 6. EXHIBITS
Exhibits:
| 20 |
SIGNATURES
Pursuant to the requirements 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.
| SUN | |
| Dated: September 10, 2026 | By: /s/ Michael Ssebugwawo Michael Ssebugwawo Chief Executive Officer (Principal Executive Officer) By: /s/ Andrew MacLeod Andrew MacLeod Chief Financial Officer (Principal Financial and Accounting Officer) |
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