Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended June 30, 2026

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission File Number: 333-290791

Cibatella Corp.

(Exact name of registrant as specified in its charter)

__________________________

Astangu tanav 62, Tallinn, Harju 13519, Estonia
+1 (307) 655-6080

cibatella.corp@cibatella.com

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________________

Wyoming Registered Agent

30 N Gould St Ste R

Sheridan, WY 82801

+13072002803

(Name, address, including zip code, and telephone number, including area code, of agent for service)

___________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐  No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes ☐  No ☒

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒  No ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

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

State the aggregate market value of the voting and non-voting common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0

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

Common stock $0,0001 per share; 3,287,667 common shares issued and outstanding as of September 28, 2026.

TABLE OF CONTENTS

PART I

Item 1. Description of Business

FORWARD-LOOKING STATEMENTS

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

Financial information contained in this report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

DESCRIPTION OF BUSINESS

Cibatella Corp. was incorporated under the laws of the state of Wyoming on April 10, 2025. We are a development-stage company focused on launching and expanding Cibatella, a web culinary platform designed to inspire, educate, and empower individuals to explore international cuisines and develop culinary skills. Our executive and business office is located at Astangu tanav 62, Tallinn, Harju 13519, Estonia, and our telephone number is +1 (307) 655-6080. We maintain our statutory registered agent’s office at 30 N Gould St Ste R Sheridan, WY 82801.

Currently, we have only one employee who is also our sole officer and Director - Mr. Janek Innos.

Web platforms dedicated to culinary education and training hold significant importance in today’s globalized and digital economy. The increasing reliance on remote learning, demand for skill-based education, and growth in home-based culinary interests have created a strong market for accessible, high-quality culinary instruction online. Such platforms enable individuals to acquire practical cooking skills, expand cultural awareness through international cuisine, and pursue personal or professional development at their own pace and location. For culinary professionals, educators, and businesses, these platforms provide new channels to reach targeted audiences and offer services. Cibatella is positioned to leverage these trends by delivering scalable, and user-friendly culinary training solutions that cater to both recreational and professional culinary audiences.

We are a development stage company and currently have $6,300 revenues and we have incurred losses since its inception.

Cibatella provides users with step-by-step recipes accompanied by high-quality images, ingredient lists, preparation times, and detailed dish descriptions. Our web app specializes in Polish, Ukrainian, French, and Italian cuisines, allowing users to explore, learn, and cook a variety of traditional and modern dishes.

Our web app includes an AI-powered recipe assistant that allows users to input the ingredients they have on hand and receive dish suggestions, complete with preparation steps. Users can also “favorite” recipes they love by tapping the heart icon, making them easy to revisit in the “Saved” section of their profile.

In addition to recipe discovery, we offer fee-based culinary education and training services for a broad audience—from beginner home cooks to professional chefs and restaurant teams. As part of our growth strategy, we will be hiring freelance chefs and culinary educators by formalizing freelance agreements. These professionals will assist in developing content, delivering virtual classes, and providing culinary coaching. However, we are going to hire freelance chefs once we secure our first client and establish an initial client base for our culinary education and training services.

Also, the Company’s revenues are expected to be derived from paid contextual advertising services offered through the Cibatella web culinary app. These services will be targeted to businesses and individuals within the culinary sector, including but not limited to restaurants, individual chefs, culinary instructors, cooking schools, kitchenware brands, and food-related services.

The Company offers banner advertising, consisting of static or animated media, which will be placed in prominent and high-traffic areas of the app. These advertisements are intended to enhance visibility for advertisers and drive engagement from users actively seeking culinary content. Pop-up advertisements will also be available as a part of our advertising offerings. These ads will appear at key moments during the user’s navigation experience and are designed to capture immediate attention, offering advertisers an additional avenue to promote their services and products effectively.

By providing these advertising services, the Company aims to create a reliable revenue stream while simultaneously offering advertisers access to a focused audience interested in culinary education, recipes, and related products and services. The Company anticipates that demand for targeted advertising within the culinary space will increase in parallel with user engagement and platform growth.

Our goal is to provide a comprehensive web platform that serves as a central hub for culinary inspiration, education, and skill development. Cibatella is designed to connect users with diverse international recipes and expert-led training, making high-quality culinary resources accessible to a global audience.

We have purchased the web app for US $40,300, and the full payment was made on June 30, 2025. As of that date, there is no outstanding debt related to the acquisition of the web application.

To remain competitive and relevant, we intend to continuously maintain, improve, and expand our web platform, introducing new technologies and user-centric features.

Looking ahead, once we gain traction in our initial markets, we plan to expand access to new linguistic and geographic regions, particularly in Central and Eastern Europe. Our long-term goal is to position Cibatella as a leading global platform for culinary education and international recipe discovery, while ensuring that all platform content remains culturally authentic, technically sound, and tailored to the evolving needs of our user community.

OUR ASSET WEB APP

We have a web-based application known as “Cibatella”, available at https://cibatella.com/ . Our web app is fully functional and accessible to users. We intend to continue expanding its capabilities by integrating additional user-focused features.

Currently, the Cibatella web app includes key features such as:

Step-by-step recipes:

AI-powered recipe assistant:

This feature makes the Cibatella web app useful for users who seek inspiration based on what’s available in their kitchen, making everyday cooking more efficient, creative, and enjoyable.

Favorite & Saved recipes:

Culinary education & Training services (fee-based):

We intend to offer virtual culinary education and training services tailored to a diverse audience—from beginner home cooks to professional chefs and restaurant teams.

To date our director interacts with our potential customers, but we don’t have any clients for our culinary education services yet. As part of our growth strategy, we plan to hire freelance chefs and culinary educators by formalizing freelance agreements. These professionals will assist in developing content, delivering virtual classes, and providing culinary coaching. However, we are going to hire freelance chefs once we secure our first client and establish an initial client base for our culinary education and training services.

Below are several technologies we plan to effectively integrate into our web culinary platform:

REVENUE

Cibatella Corp. expects to generate revenue through paid contextual advertising services offered via its web culinary app. In addition, we plan to introduce fee-based virtual culinary education and training services. Over time, we may also develop additional monetization streams through platform enhancements and user services. Below is a breakdown of our anticipated revenue sources:

Current Revenue Sources:

Our web app is designed to host contextual advertising for including restaurants, individual chefs, culinary instructors, cooking schools, kitchenware brands, food-related services and other relevant advertisers.

Banner advertising will include static or animated media placed in prominent and high-traffic areas of the app. These ads will be designed to enhance visibility for advertisers and drive engagement from users actively seeking culinary content.

Estimated Pricing: $0.50–$1.50 per click or $200–$1,000 per month depending on placement and size.

These ads will appear at key moments during the user’s navigation experience and are designed to capture immediate attention, offering advertisers an additional avenue to promote their services and products effectively.

Estimated Pricing: $150–$1,000 per month.

We intend to offer fee-based culinary education and training services for a broad audience—from beginner home cooks to professional chefs and restaurant teams. We plan to hire freelance chefs and culinary educators by formalizing freelance agreements.

Customized one-on-one instruction provided by freelance culinary professionals.

Estimated Pricing: $75–$200 per session (depending on chef experience and session length).

Thematic virtual workshops focused on specific techniques, cuisines, or skill levels.

Estimated Pricing: $30–$75 per participant per session.

Advanced virtual training packages tailored for commercial kitchens and restaurant staff.

Estimated Pricing: Starting from $300 per team training module.

Future Revenue Opportunities:

We plan to expand our revenue model over time with the following services:

Chefs and food bloggers may pay to promote their own user-submitted recipes within the platform.

Estimated Pricing: $50–$100 per recipe feature.

Users may be offered a monthly or annual subscription for ad-free browsing, exclusive recipes, early access to new features, and premium content.

Estimated Pricing: $9.99/month or $99/year.

We may partner with kitchenware brands or culinary service providers to generate revenue via affiliate links placed within recipes.

Commission Rate: 5%–15% per referred sale.

Pricing Disclosure Note: All prices listed above are preliminary estimates based on market research and expected value to users and clients. Pricing structures are subject to change based on platform evolution, customer feedback, and economic conditions.

MARKET OVERVIEW

The demand for web-based culinary platforms and online culinary education and training services continues to grow rapidly, as consumers increasingly seek convenient, interactive, and educational food experiences. Users now rely on digital platforms to search for culinary information, discover recipes, plan meals, and participate in virtual cooking classes—all from the comfort of their homes.

According to recent research by Econ Market Research, the global online cooking class market was valued at approximately $372 million in 2024 and is projected to grow at a CAGR of 14.6% from 2025 to 2033, reaching $1.1 billion by 2033.

Estonia provides a highly favorable environment for digital culinary services. As reported by Research and Markets, Estonia’s e-commerce market is estimated at $0.84 billion in 2025, with projected growth to $1.32 billion by 2030 at a CAGR of 9.37%.

The COVID-19 pandemic significantly accelerated the shift toward online culinary learning, establishing new consumer expectations for high-quality, visually engaging, and on-demand cooking content. Virtual education experiences are now expected to rival traditional in-person instruction in both quality and accessibility.

 
The rising global interest in international cuisines continues to drive consumer engagement with digital culinary platforms. This cultural curiosity fuels demand for platforms that offer step-by-step recipes and professional-quality visuals of traditional dishes from around the world.

At the same time, users increasingly expect smart, AI-powered features that personalize their cooking journey—such as recipe recommendations based on available ingredients, preferred cooking time, or specific dietary needs.

As smartphones and mobile applications remain dominant tools for daily tasks, more individuals are using mobile platforms to discover recipes, plan meals, and attend virtual cooking classes.

Furthermore, the growing preference for flexible, self-paced learning continues to enhance the appeal of online culinary education. Unlike traditional classroom-based courses, web-based platforms allow users to learn and cook at their own pace, on their own schedule.

Cibatella is committed to continuously improving its platform by expanding functionality and enhancing the user experience in order to meet evolving consumer expectations and capture a share of the growing digital culinary education and recipe discovery market—ensuring long-term relevance and strong competitive positioning in the evolving online culinary and e-learning markets.

COMPETITION

The market for web-based culinary platforms and online culinary education is highly competitive. Several well-established companies—such as Masterclass, BBC Good Food, and Tasty—offer users access to cooking content, recipes, and virtual lessons. These companies benefit from strong brand recognition, large user communities, and substantial financial and technological resources.

As a development-stage company, Cibatella faces competition from both global platforms and new entrants offering culinary content and services. However, we believe that our focus on continuous feature development, high-quality content, and an intuitive English-language interface will allow us to compete effectively within this growing market segment.

MARKETING

Marketing strategy is a vital component of our business model. As a development-stage company, Cibatella Corp. intends to implement an efficient marketing approach to build brand awareness, attract an initial user base, and promote our culinary platform and services.

We plan to utilize the following strategies:

Insufficient funding for marketing efforts could negatively impact our ability to attract and retain users, which may adversely affect our business growth and overall market presence.

Offices

Our business office is located at Astangu tanav 62, Tallinn, Harju 13519, Estonia and our phone number is +1(307)6556080. The office was provided by our sole officer and president Mr. Innos for free use, without any payment.

Bankruptcy or similar proceedings

We have never been subject to bankruptcy, receivership or any similar proceeding.

Patents and trademark

Currently, we do not own, either legally or beneficially, any patents or trademarks.

Contracts

We have no employees other than our sole officer and director, Janek Innos. As of May 1, 2025 we have executed a Consulting Agreement with our sole officer and director Janek Innos.

Government regulations

As a company operating in the online culinary services sector, Cibatella Corp. must comply with applicable laws and regulations that relate directly or indirectly to our operations including United States securities laws.

In addition, we will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our services in Estonia and to operation of any facility in any jurisdiction which we would conduct activities.

We believe that government regulation will have no significant impact on the way we conduct our business. We will continuously monitor regulatory developments to ensure full compliance and mitigate any potential risks to our operations.

Emerging growth company status under the JOBS Act

Cibatella Corp. qualifies as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (the “JOBS Act”).

The JOBS Act creates a new category of issuers known as “emerging growth companies.” Emerging growth companies are those with annual gross revenues of less than $1, 07 billion (as indexed for inflation) during their most recently completed fiscal year. The JOBS Act is intended to facilitate public offerings by emerging growth companies by exempting them from several provisions of the Securities Act of 1933 and its regulations. An emerging growth company will retain that status until the earliest of:

Financial and audit requirements

Under the JOBS Act, emerging growth companies are subject to scaled financial disclosure requirements. Pursuant to these scaled requirements, emerging growth companies may:

Offering requirements

In addition, during the IPO offering process, emerging growth companies are exempt from:

The requirement initially to publicly file IPO Registration Statements. Emerging growth companies can confidentially file draft Registration Statements and any amendments with the SEC. Public filings of the draft documents must be made at least 21 days prior to commencement of the IPO “road show.”

Other public company requirements

Emerging growth companies are also exempt from other ongoing obligations of most public companies, such as:

Election under Section 107(b) of the JOBS Act

As an emerging growth company, we have made the irrevocable election to not adopt the extended transition period for complying with new or revised accounting standards under Section 107(b), as added by Section 102(b), of the JOBS Act.  This election allows companies to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.

LEGAL PROCEEDINGS

We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.

Item 1A.  Risk Factors

Not applicable to smaller reporting companies.

Item 1B. Unresolved Staff Comments

Not applicable to smaller reporting companies.

Item 1C. Cybersecurity

Item 2.  Description of Property

We do not own any real estate or other properties.

Item 3.  Legal Proceedings

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.

Item 4.  Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Number of Holders

As of June 30, 2026, the 3,287,667 issued and outstanding shares of common stock were held by a total of 50 shareholder of record.

Dividends

No cash dividends were paid on our shares of common stock during the fiscal year ended June 30, 2026. 

Recent Sales of Unregistered Securities

The Company has 75,000,000, $0.0001 par value shares of common stock authorized.

On April 11, 2025, the Company issued 2,000,000 shares of common stock to a director Janek Innos for cash proceeds of $200 at $0.0001 per share.

In January 2026, the Company issued 141,667 shares of common stock for cash proceeds of $4,250 at $0.03 per share.

In February 2026, the Company issued 264,000 shares of common stock for cash proceeds of $7,920 at $0.03 per share.

In March 2026, the Company issued 391,000 shares of common stock for cash proceeds of $11,730 at $0.03 per share.

In April 2026, the Company issued 158,000 shares of common stock for cash proceeds of $4,740 at $0.03 per share.

In May 2026, the Company issued 222,000 shares of common stock for cash proceeds of $6,660 at $0.03 per share.

In June 2026, the Company issued 111,000 shares of common stock for cash proceeds of $3,330 at $0.03 per share.

As of June 30, 2026, the Company had 3,287,667 shares issued and outstanding.

Purchase of our Equity Securities by Officers and Directors

On April 11, 2025, the Company offered and sold 2,000,000 restricted shares of common stock to our president and director, Janek Innos, for a purchase price of $0.0001 per share, for aggregate offering proceeds of $200, pursuant to Section 4(2) of the Securities Act of 1933 as he is a sophisticated investor and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of these shares and general solicitation was not made to anyone.

Other Stockholder Matters

None.

Item 6. Selected Financial Data

Reserved.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Results of Operations for the year ended June 30, 2026 and from April 10, 2025 (Inception) through June 30, 2025:

Revenue and cost of goods sold

For the year ended June 30, 2026 and from April 10, 2025 (Inception) through June 30, 2025 the Company generated total revenue of $6,300 and $0. For the year ended June 30, 2026 and from April 10, 2025 (Inception) through June 30, 2025 cost of revenue consist of amortization expense of $8,064 and $0.

Operating expenses

Total operating expenses for the year ended June 30, 2026 and from April 10, 2025 (Inception) through June 30, 2025 were $72,993 and $8,249. The operating expenses for the year ended June 30, 2026 included bank charges of $283; legal fees of $1,500; audit fees of $20,100; professional fees of $3,110; consulting expense of $48,000. The operating expenses for the year ended from April 10, 2025 (Inception) through June 30, 2025 included bank charges of $45; consulting expense of $8,000; professional fees of $204.

Net Loss

The net loss for the year ended June 30, 2026 and from April 10, 2025 (Inception) through June 30, 2025 was $74,757 and $8,249 accordingly.

Liquidity and Capital Resources and Cash Requirements

At year ended June 30, 2026, the Company had cash of $53,565 ($10,255 as at June 30, 2025). Furthermore, the Company had a working capital deficit of $76,412 ($48,349 as at June 30, 2025).

Cash flows from operating activities

For year ended June 30, 2026 net cash flows used in operating activities was negative $593.

From April 10, 2025 (Inception) through June 30, 2025 net cash flows used in operating activities was $249.

Cash flows from investing activities

For year ended June 30, 2026 we have generated no cash from investing activities.

From April 10, 2025 (Inception) through June 30, 2025 net cash flows used in investing activities was $40,300.

Cash flows from financing activities

For year ended June 30, 2026 net cash flows provided by financing activities was $43,903. From April 10, 2025 (Inception) through June 30, 2025 net cash flows provided by financing activities was $50,804.

We cannot guarantee that we will manage to sell all the shares required. We will attempt to raise the necessary funds to proceed with all phases of our plan of operation. Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to smaller reporting companies.

Item 8. Financial Statements and Supplementary Data

CIBATELLA CORP.

FINANCIAL STATEMENTS

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: Board of Director and Stockholders of

Cibatella Corp.

Opinion on the Financial Statements

We have audited the accompanying statement of balance sheets of Cibatella Corp. (the ‘Company’) as of June 30, 2026 and 2025, and the related statements of operations, stockholders’ deficit, and cash flows, for the year ended June 30, 2026 and from April 10, 2025 (Inception) through June 30, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for year ended June 30, 2026 and from April 10, 2025 (Inception) through June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company's ability to continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, Going Concern to the financial statements, the Company has an accumulated deficit of $83,006 as of June 30, 2026, and a net loss of $74,757. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Victor Mokuolu, CPA PLLC

We have served as the Company’s auditor since 2025.

Houston, Texas

September 28, 2026

PCAOB ID: 6771

CIBATELLA CORP.

Balance Sheets

See accompanying notes, which are an integral part of these financial statements

CIBATELLA CORP.

Statements of Operations

See accompanying notes, which are an integral part of these financial statements

CIBATELLA CORP.

Statements of Stockholders’ Deficit

For the year ended June 30, 2026 and from April 10, 2025 (Inception) through June 30, 2025

See accompanying notes, which are an integral part of these financial statements

CIBATELLA CORP.

Statements of Cash Flows

(AUDITED)

See accompanying notes, which are an integral part of these financial statements

CIBATELLA CORP.

Notes to Financial Statements

For the year ended June 30, 2026

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A(T) Controls and Procedures

Management’s Report on Internal Controls over Financial Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2026 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of June 30, 2026, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2026 based on criteria established in Internal Control- Integrated Framework issued by COSO.

System of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting during annual period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

During the year ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company

The name, address, age and position of our officer and director is set forth below:

Janek Innos has been holding the above stated positions since the inception of the Company and is expected to hold it until the next annual meeting of our stockholders. Thereby, Janek Innos is currently the Officer/Director and control person of Cibatella Corp.

BACKGROUND INFORMATION ABOUT OUR OFFICERS AND DIRECTORS

Janek Innos, Age 52

Mr. Innos has served as the Company’s President, Chief Executive Officer, Secretary, Treasurer and a Director since its incorporation on April 10, 2025.

Mr. Innos is a professional with a diverse background in both technology and the restaurant industry. From 2013 to 2016, he held a management position at a mid-sized technology company, where he was involved in coordinating internal systems and overseeing the implementation of user-focused digital services.

From 2017 to 2020, Mr. Innos transitioned to the restaurant industry, joining Brilora Dining Group, a boutique restaurant network focused on modern European cuisine. During his tenure at Brilora Dining Group, he was responsible for overseeing restaurant operations, coordinating new location launches, and managing staff development programs. His experience there gave him valuable insight into culinary business operations and customer service management.

Over the past five years, Mr. Innos has been self-employed, working as a freelance consultant in the food, hospitality, and digital services sectors. His work includes advising on restaurant concepts, digital branding strategies and launching startup projects.

Through his leadership of Cibatella, Mr. Innos aims to create a dynamic and accessible web-based platform for international recipe discovery and culinary education.

Section 16(a) beneficial ownership reporting compliance

In the event that we register under the Securities Exchange Act of 1934 (the “Exchange Act” or “1934 Act”), Section 16(a) of that act will require our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent stockholders will be required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. We intend to ensure to the best of our ability that all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners are complied with in a timely fashion.

Clawback Policy

The Company has not adopted a Clawback Policy (Policy for Recovery of Erroneously Awarded Compensation) because it does not currently maintain any incentive-based compensation arrangements for its executive officers. The Company does not currently grant performance-based cash bonuses, stock awards, stock options, or other incentive compensation that would be subject to recovery under such a policy. The Company will evaluate the adoption of a Clawback Policy if its executive compensation practices change in the future.

Item 11. Executive Compensation

On May 1, 2025, we have executed a Consulting agreement for monthly services with our officer and director under which he is entitled to $4,000 monthly compensation. However, this amount is being deferred as liability to the company until the Company raises funds. In the future, we may approve payment of salaries for officers and directors, but currently, no such plans have been approved.

OUTSTANDING EQUITY AWARDS AT JUNE 30, 2026

Compensation of directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to or accrued to our director in such capacity.

Option grants

There have been no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table.

Granting of certain equity awards close in time to the release of material nonpublic information

We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, and do not time the public release of such information based on award grant dates. During the last completed fiscal year, we have not made awards to any named executive officer or director during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Aggregated option exercises and fiscal year-end option value

There have been no stock options exercised by the executive officer named in the Summary Compensation Table.

Long-term incentive plan (“LTIP”) awards

There have been no awards made to a named executive officer in the last completed fiscal year under any LTIP.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table lists, as of the date of this prospectus, the number of shares of common stock of our Company that are beneficially owned by:

Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages are calculated based on 3,287,667 shares of our common stock issued and outstanding as of the date of this prospectus.

Item 13. Certain Relationships and Related Transactions

As of April 11, 2025 we have issued 2,000,000 shares of company common stock valued at 0.0001 per share to Janek Innos in the capacity of Director of the Company in consideration of $200 to pay company expenses and keep on top of the business development.

On May 1, 2025 we have executed a Consulting agreement for monthly services with our officer and director under which he is entitled to $4,000 monthly compensation. However, this amount is being deferred as liability to the company until the Company raises funds. In the future, we may approve payment of salaries for officers and directors, but currently, no such plans have been approved.

Item 14. Principal Accountant Fees and Services 

During fiscal year ended June 30, 2026, we incurred $20,100 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements from April 10, 2025 (Inception) through June 30, 2025 and for the reviews of our financial statements for the quarters ended September 30, 2025, December 31, 2025, and March 31, 2026.

PART IV

Item 15. Exhibits

The following exhibits are included as part of this report by reference:

Item 16. Form 10-K Summary.

None. 

SIGNATURES

In accordance with the requirements of the Securities Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on September 28, 2026.

Pursuant to the requirements of the Securities Act of 1934, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

ATTACHMENTS / EXHIBITS

INSIDER TRADING POLICY

CERTIFICATION

CERTIFICATION

CERTIFICATION

XBRL SCHEMA FILE

XBRL CALCULATION FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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