Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission, including Rule 8-03 of Regulation S-X, which governs the form and content of interim financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim period presented, have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.

The accompanying unaudited interim financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended January 31, 2026, as filed with the SEC on June 17, 2026.

Segment Reporting

The Company operates in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting, which establishes standards for reporting information about operating segments in financial statements.

The Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, regularly reviews financial information to make operating decisions, allocate resources, and assess performance. The CODM does not evaluate the business on a disaggregated basis, and discrete financial information is not available by product line, service, or geographic location.

The Company’s operations are conducted within a single line of business, and the Company operates as one reportable segment. As of July 31, 2026, the Company had no long-lived assets, as its vehicle and equipment are fully depreciated and have a net book value of $0. The CODM, who is the Company’s Chief Executive Officer, uses net loss as reported in the statements of operations to assess performance and allocate resources. The significant segment expense categories regularly provided to the CODM are professional fees, payroll expenses and general and administrative expenses.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the period. Significant estimates include, but are not limited, to tax expense valuation allowances, and the assessment of the Company’s ability to continue as a going concern. Management bases its estimates on historical experience, current conditions, and various other assumptions that are believed to be reasonable under the circumstances. Actual results could materially differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company had cash of $13,367 and $2,084 and had no cash equivalents as of July 31, 2026, and January 31, 2026, respectively.

Prepaid Expenses

Prepaid expenses consist of amounts paid in advance for services and are charged to expense over the period benefited.

Equipment, Depreciation, Amortization, and Capitalization

Equipment and vehicle are stated at cost. The Company records depreciation and amortization when appropriate using the straight-line method over the estimated useful life of the assets. The Company estimates that the useful life of necessary equipment is 3-5 years and vehicle is 5 years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals, and replacements that increase the vehicle and equipment’s useful life are capitalized. Vehicle and equipment sold or retired, together with the related accumulated depreciation, are removed from the appropriate accounts and the resultant gain or loss is included in net income (loss). During the year ended January 31, 2024, the Company recognized impairment of furniture and equipment and computers of $10,449. The Company’s vehicle and equipment became fully depreciated during the three months ended July 31, 2026, and no depreciation will be recorded in subsequent periods.

During the six months ended July 31, 2026, and 2025, the Company recognized depreciation of $4,149 and $4,979, respectively.

As of July 31, 2026, and January 31, 2026, vehicle and equipment consisted of the following:

Accounts Payable

The Company recognizes accounts payable when obligations arise from the receipt of goods and services in the ordinary course of business. Accounts payable are recorded at cost and represent amounts owed to vendors and service providers that are non-interest-bearing and typically settled within standard payment terms.

The Company regularly evaluates accounts payable balances to ensure completeness and accuracy and considers all amounts current unless otherwise specified.

All accounts payable are classified as current liabilities. The Company did not incur any material interest or penalties on past due balances during the periods presented.

As of July 31, 2026 and January 31, 2026, the Company’s accounts payable included $0 and $2,411,000 due to a related party, respectively. On May 18, 2026, the Company entered into a written deferred payment agreement with respect to that balance, under which the related party agreed to defer collection efforts for a period of twenty-four (24) months commencing May 18, 2026, interest-free and not to demand repayment of the outstanding balance during that period (see Note 4). Notwithstanding this deferral, substantial doubt about the Company’s ability to continue as a going concern continues to exist because the Company does not have sufficient cash to fund its operating expenditures over the next twelve months without additional financing.

Revenue Recognition

The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.

Revenue related to contracts with customers is evaluated utilizing the following steps:

The Company did not generate any revenue during the six months ended July 31, 2026, and 2025 and currently does not have active revenue-generating operations.

Income Taxes

There are inherent uncertainties related to the interpretation of tax regulations in the jurisdictions in which the Company transacts business. The judgments and estimates made at a point in time may change based on the outcome of tax audits, as well as changes to, or further interpretations of, regulations. The Company adjusts its income tax expense in the period in which these events occur. If such changes take place, there is a risk that the tax rate may increase or decrease in any period.

The FASB guidance contained in ASC Topic 740, Income Taxes, addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a threshold of “more likely than not” for recognition and derecognition of tax positions taken or expected to be taken in a tax return.

The Company adopted this guidance and is now required to recognize the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being recognized. Additionally, previously recognized tax positions that no longer meet the more-likely-than-not threshold should be derecognized in the first financial reporting period in which that threshold is no longer met. Changes in recognition or measurement will be reflected in the period in which the change in judgment occurs.

The Company’s income tax filings are subject to audit by various taxing authorities. The Company’s open audit periods are three years for federal and four years for California. In evaluating the Company’s tax provisions and accruals, future taxable income, and the reversal of temporary differences, interpretations, and tax planning strategies are considered. The Company had no material adjustments to its liabilities for unrecognized income taxes under the guidelines of the ASC Topic 740 for uncertainty in income taxes and believes their estimates are appropriate based on current facts and circumstances.

The income tax payable balance of $342,852 and $344,234 as of July 31, 2026, and January 31, 2026, respectively, primarily relates to historical income tax liabilities and franchise tax expenses incurred in prior periods. During the six months ended July 31, 2026, and 2025, the Company recognized $0 and $23,172 interest and penalties associated with historical tax obligation relating to fiscal year 2022. In accordance with ASC 740-10-45-25, these interest and penalties associated with income tax obligations are classified as income tax expense in the Company’s statements of operations.

During the six months ended July 31, 2026 and 2025, the Company paid income taxes of $0 and $0, respectively, During the six months ended July 31, 2026, the Company also paid $1,382 in franchise taxes, which reduced the related historical tax payable balance.

Under ASC 740-10-45-25, the classification of interest and penalties related to income taxes as a component of income tax expense or as another expense classification is an accounting policy election. The Company has elected to classify interest and penalties associated with historical tax obligations relating to fiscal year 2022 as income tax expense.

Fair Value of Financial Instruments

ASC topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

The carrying value of cash, loan payable - related party and the Company’s advances from related party, approximates its fair value due to their short-term maturity.

Basic (Loss) Income Per Share

The Company computes (loss) income per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period.

Diluted (loss) income per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares when their inclusion would be anti-dilutive.

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding, as of July 31, 2026, and 2025.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosures about significant segment expenses and the CODM. The Company adopted ASU 2023-07, and the required disclosures are included in Note 3 – Segment Reporting.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which require, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for our fiscal year ending January 31, 2026. The Company has adopted ASU 2023-09 since January 31, 2026.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

In May 2025, the FASB issued ASU 2025-04 Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer (“ASU 2025-04”) which clarifies the guidance on the accounting for share-based payment awards that are granted by an entity as consideration payable to its customer, with the intent to reduce diversity in practice and improve existing guidance by revising the definition of a “performance condition” and eliminating a forfeiture policy election for service conditions associated with share-based consideration payable to a customer. It also clarifies the guidance in Topic 606 on the variable consideration constraint does not apply to share-based consideration payable to a customer “regardless of whether an award’s grant date has occurred”. ASU 2025-04 will be effective for the annual periods beginning after December 15, 2026, with early adoption permitted. The Company does not believe ASU 2025-04 will have a material impact on its financial position, results of operations or financial statement disclosure.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05). The amendments in this update provide a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The Company adopted ASU 2025-05 during the period ended July 31, 2026. Because the Company has no revenue, accounts receivable, or contract assets, the adoption had no effect on its financial statements.

In December 2025, the FASB issued ASU 2025-12, “Codification Improvements”, which makes minor corrections, clarifications, and enhancements across the FASB Accounting Standards Codification. ASU 2025-12 is effective for the Company for its fiscal year and all interim periods beginning February 1, 2027, on a prospective basis. Early adoption is permitted. The Company is evaluating the impact that the updated standard will have on its financial statement disclosures.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

Reclassifications of Prior Period Amounts

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported total assets, total liabilities, stockholders’ equity, net loss, or cash flows. The following are the summaries of reclassification: