UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the Quarterly Period Ended
or
For the transition period from ______ to ______
Commission
File Number
(Exact name of registrant issuer as specified in its charter)
| 8200 | ||||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Number) |
(IRS Employer Identification Number) |
(Address of principal executive offices, including zip code)
Issuer’s
telephone number:
Company email: rmgl2026@163.com
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).
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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| 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 Exchange Act). Yes ☐ No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
N/A
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name on each exchange on which registered | ||
| N/A | N/A | N/A |
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding on August 31, 2026 | |
| Common Stock, $ par value |
TABLE OF CONTENTS
| -2- |
PART I — FINANCIAL INFORMATION
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
ROCKY MOUNTAINS GROUP LTD
BALANCE SHEETS
AS OF AUGUST 31, 2026 (UNAUDITED) AND MAY 31, 2026 (AUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
| As of | As of | |||||||
| August 31, 2026 | May 31, 2026 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepayment | ||||||||
| Total current assets | ||||||||
| Non-current asset | ||||||||
| Plant and equipment, net | $ | $ | ||||||
| Total non-current asset | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liability | ||||||||
| Accrued liability | $ | $ | ||||||
| Total current liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Stockholders’ equity | ||||||||
| Common stock – Par value $ ; Authorized: shares; Issued and outstanding: and shares of August 31, 2026 and May 31, 2026, respectively | $ | $ | ||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | $ | $ | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-1 |
ROCKY MOUNTAINS GROUP LTD
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED AUGUST 31, 2026 AND 2025
(UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
| Three months ended August 31 | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Operating expenses | ||||||||
| General and administrative expenses | ||||||||
| Depreciation | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| Earnings per share | ||||||||
| Net loss per common stock – basic and diluted | ) | ) | ||||||
| Weighted average number of common stock issued and outstanding | ||||||||
| - Basic and diluted | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-2 |
ROCKY MOUNTAINS GROUP LTD
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED AUGUST 31, 2026 AND 2025
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
| Additional | ||||||||||||||||||||
| Common Stock | paid in | Accumulated | ||||||||||||||||||
| Shares | Amount | capital | Deficit | Total | ||||||||||||||||
| Balance as of August 31, 2025 | ( | ) | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of November 30, 2025 | ( | ) | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of February 28, 2026 | ( | ) | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of May 31, 2026 | ( | ) | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of August 31, 2026 | ( | ) | ||||||||||||||||||
| Additional | ||||||||||||||||||||
| Common Stock | paid in | Accumulated | ||||||||||||||||||
| Shares | Amount | capital | Deficit | Total | ||||||||||||||||
| Balance as of August 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Net income | - | |||||||||||||||||||
| Debt forgiveness from a director | - | |||||||||||||||||||
| Balance as of November 30, 2024 | ( | ) | ||||||||||||||||||
| Net income | - | |||||||||||||||||||
| Balance as of February 28, 2025 | ( | ) | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Initial public offering | ||||||||||||||||||||
| Balance as of May 31, 2025 | ( | ) | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of August 31, 2025 | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
ROCKY MOUNTAINS GROUP LTD
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED AUGUST 31, 2026 AND 2025
(UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
| For the Three Months Ended | ||||||||
| August 31 | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Depreciation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepayment | ( | ) | ||||||
| Accrued liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental cash flows information | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
ROCKY MOUNTAINS GROUP LTD
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED AUGUST 31, 2026 AND 2025 (UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
1. ORGANIZATION AND BUSINESS BACKGROUND
Rocky Mountains Group Ltd, a Nevada corporation, (“the Company”) was incorporated under the laws of the State of Nevada on July 25, 2023.
Rocky Mountains Group Ltd is headquartered in Auckland, New Zealand. We provide financial literacy seminar services to New Zealand individuals and families. Our mission is to improve the financial well-being of our clients.
The Company’s executive office is located at E 242 Bucklands Beach Road, Bucklands Beach, Auckland 2012, New Zealand.
On
June 30, 2025, the Company resolved to close the public offering pursuant to Form S-1, resulting in shares of common stock
being sold at $ per share for a total of $
On
August 20, 2026, a Stock Purchase Agreement was entered into between Zonghan Wu (the “Seller”), and Ya Deng (the “Purchaser”),
wherein the Purchaser purchased shares of Common Shares, par value $ per share (the “Shares”), of Rocky
Mountains Group Ltd, a Nevada corporation (the “Company”). As a result, the Purchaser became an approximately
On August 20, 2026, the sole officer and director of the Company, Zonghan Wu, tendered his resignations as Director, President, Chief Executive Officer, Secretary, and Treasurer of the Company, and appointed Ya Deng as new President, Chief Executive Officer, Secretary, Treasurer, and Director of the Company, effective August 20, 2026.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements of the Company are prepared for the period ended August 31, 2026 pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). The Company has adopted May 31 as its fiscal year end.
Going Concern
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period
ended August 31, 2026, the Company suffered an accumulated deficit of $
The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing.
| F-5 |
Use of estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.
Cash and Cash Equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Accounts Receivable
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.
Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.
Accounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as identified.
The Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, using the modified retrospective method. Expected credit losses are recorded as general and administrative expenses on the statements of operations and comprehensive loss. The receivable balances are written off when they are deemed uncollectible. The Company accrued allowance for credit losses of nil for the three months ended August 31, 2026.
| F-6 |
Plant and equipment
Plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of plant and equipment are calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:
| Classification | Useful Life | |
| Computer and Software |
Revenue Recognition
Revenue is generated through provision of Personal Financial Literacy Seminar (PFL Seminar) services to customer. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:
| (i) | identification of the promised goods and services in the contract; | |
| (ii) | determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract; | |
| (iii) | measurement of the transaction price, including the constraint on variable consideration; | |
| (iv) | allocation of the transaction price to the performance obligations; and | |
| (v) | recognition of revenue when (or as) the Company satisfies each performance obligation. |
The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company recognizes revenue over time as the financial literacy seminar and related services are delivered to the customer.
The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common stock outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common stock outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.
The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s common stock outstanding. Diluted earnings per share reflects the amount of net income available to each common stock outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.
Income Taxes
The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment.
| F-7 |
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Fair Value Measurement
Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.
This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
Recently issued and adopted accounting pronouncements
The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses:
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.
Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its financial statements and related disclosures.
Accounting Standards Update 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05).
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 related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for fiscal years beginning after December 31, 2026.
Early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its financial statements and related disclosures.
| F-8 |
3. PREPAYMENT
As of August 31, 2026 (Unaudited) | As of May 31, 2026 (Audited) | |||||||
| Prepaid expenses | $ | $ | ||||||
Prepaid expenses as of August 31, 2026 represents the payment made to instalment for EDGAR and OTC Markets annual fee.
4. PLANT AND EQUIPMENT
Plant and equipment consisted of the following as of August 31, 2026 and May 31, 2026:
As of August 31, 2026 (Unaudited) | As of May 31, 2026 (Audited) | |||||||
| Computer and software | $ | $ | ||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Plant and equipment, net | $ | $ | ||||||
Depreciation
expense for the three months ended August 31, 2026 were $
Depreciation
expense for the three months ended August 31, 2025 were $
5. ACCRUED LIABILITIES
As of August 31, 2026 (Unaudited) | As of May 31, 2026 (Audited) | |||||||
| Accrued liabilities | $ | $ | ||||||
As
of August 31, 2026, the Company has accrued liabilities of $
6. SHAREHOLDERS’ EQUITY
The Company has shares of commons stock authorized.
On October 20, 2023, upon the incorporation of the Company, Zonghan Wu, subscribed shares of common stock at $ per share for a total subscription value of $.
As
of May 31, 2025, the Company is conducting a public offering under its Form S-1 registration. To date, shares have been sold
at $ per share, raising approximately $
On
August 20, 2026, a Stock Purchase Agreement was entered into between Zonghan Wu (the “Seller”), and Ya Deng (the “Purchaser”),
wherein the Purchaser purchased shares of Common Shares, par value $ per share (the “Shares”), of Rocky
Mountains Group Ltd, a Nevada corporation (the “Company”). As a result, the Purchaser became an approximately
As of August 31, 2026, the Company has shares of common stock issued and outstanding.
| F-9 |
7. INCOME TAX
The loss from operation before income taxes of the Company for the three months ended August 31, 2026 and 2025 were comprised of the following:
For the three months ended August 31 | ||||||||
| 2026 | 2025 | |||||||
| Tax jurisdictions from: | ||||||||
| – Local | $ | ( | ) | $ | ( | ) | ||
| - Foreign, representing: | ||||||||
| – New Zealand | ||||||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | ||
Provision for income taxes consisted of the following:
For the three months ended August 31 | ||||||||
| 2026 | 2025 | |||||||
| Current: | ||||||||
| – Local | $ | $ | ||||||
| – Foreign | $ | $ | ||||||
| Deferred tax assets: | ||||||||
| – Local | $ | $ | ||||||
| – Foreign | $ | $ | ||||||
| Deferred tax liabilities: | ||||||||
| – Local | $ | $ | ||||||
| – Foreign | $ | $ | ||||||
| Income tax payable: | ||||||||
| – Local | $ | $ | ||||||
| – Foreign | $ | $ | ||||||
| Income tax assets: | ||||||||
| – Local | $ | $ | ||||||
| – Foreign | $ | $ | ||||||
Effective and Statutory Rate Reconciliation
The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The following table summarizes a reconciliation of the Company’s income taxes expenses:
For the three months ended August 31 | ||||||||
| 2026 | 2025 | |||||||
| Computed expected expenses | % | % | ||||||
| Effect of foreign tax rate difference | % | % | ||||||
| Valuation allowances | % | % | ||||||
| Others | % | % | ||||||
| Effective tax rate | % | % | ||||||
| F-10 |
For the three months ended August 31 | ||||||||
| 2026 | 2025 | |||||||
| Statutory federal income tax rate | % | % | ||||||
| Computed expected expenses | $ | $ | ||||||
| Effect of foreign tax rate difference | ||||||||
| Valuation allowances | $ | ( | ) | $ | ( | ) | ||
| Others | ||||||||
| Total income tax expense | $ | $ | ||||||
United States of America
The
Tax Act reduces the U.S. statutory corporate tax rate from
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of August 31, 2026 and May 31, 2026:
| As of | As of | |||||||
| August 31, 2026 | May 31, 2026 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry forwards | ||||||||
| – United States of America | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets | $ | $ | ||||||
Management
believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company
provided for a full valuation allowance against its deferred tax assets of $
8. CONCENTRATIONS OF RISK
Customer Concentration
For
the three months ended August 31, 2026, there was one customer who accounted for
| For the Three Months Ended August 31, 2026 | ||||||||||||
| Revenue | Percentage
of Revenue | Accounts
receivable | ||||||||||
| Customer A | $ | % | $ | |||||||||
| Total | $ | % | $ | |||||||||
For
the three months ended August 31, 2025, there was one customer who accounted for
| For the Three Months Ended August 31, 2025 | ||||||||||||
| Revenue | Percentage
of Revenue | Accounts
receivable | ||||||||||
| Customer B | $ | % | $ | |||||||||
| Total | $ | % | $ | |||||||||
| F-11 |
9. SEGMENT REPORTING
ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has single reportable segment based on business unit, financial services business and single reportable segment based on New Zealand.
For the Three Months Ended August 31, 2026 | ||||||||
| By Business Unit | Financial Services Business | Total | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Depreciation | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Total assets | $ | $ | ||||||
| Capital expenditure | $ | $ | ||||||
For the Three Months Ended August 31, 2025 | ||||||||
| By Business Unit | Financial Services Business | Total | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Depreciation | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Total assets | $ | $ | ||||||
| Capital expenditure | $ | $ | ||||||
For the Three Months Ended August 31, 2026 | ||||||||
| By Country | New Zealand | Total | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Depreciation | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Total assets | $ | $ | ||||||
| Capital expenditure | $ | $ | ||||||
For the Three Months Ended August 31, 2025 | ||||||||
| By Country | New Zealand | Total | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Depreciation | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Total assets | $ | $ | ||||||
| Capital expenditure | $ | $ | ||||||
10. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after August 31, 2026 up through the date the Company issued the financial statements.
| F-12 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form S-1/A dated February 13, 2025, for the period from inception on July 25, 2023 to May 31, 2024 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis” and other information contained in such Form S-1/A. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarter report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1/A registration statement, filed on February 13, 2025, in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarter report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Financial Statements and notes thereto that appear elsewhere in this report.
Company Overview
We, ROCKY MOUNTAINS GROUP LTD, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on July 25, 2023.
The Company’s executive office is located at E 242 Bucklands Beach Road, Bucklands Beach, Auckland 2012, New Zealand. We offer one-on-one Personal Financial Literacy Seminar services, with a focus on providing such services to New Zealand individuals or families.
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Results of operations for the three months ended August 31, 2026 and 2025
Revenues
For the three months ended August 31, 2026, the Company generated revenue in the amount of $10,000. The revenue was generated as a result of the Company having provided two Personal Financial Literacy Seminars (PFL Seminar) to two participants.
For the three months ended August 31, 2025, the Company generated revenue in the amount of $5,000. The revenue was generated as a result of the Company having provided one Personal Financial Literacy Seminar (PFL Seminar) to one participant.
Operating Expenses
For the three months ended August 31, 2026, the Company had general and administrative expenses in the amount of $9, 832. These were primarily comprised of bank charges, legal, audit and professional fees.
For the three months ended August 31, 2025, the Company had general and administrative expenses in the amount of $11, 370. These were primarily comprised of bank charges, legal, audit and professional fees.
Depreciation expense for the three months ended August 31, 2026 were $463.
Depreciation expense for the three months ended August 31, 2025 were $463
Net Loss
Our net loss for the three months ended August 31, 2026 was $285.
Our net loss for the three months ended August 31, 2025 was $6,833.
Liquidity and Capital Resources
Cash Used in Operating Activities
For the three months ended August 31, 2026, the Company has net cash outflow $14,416 in operating activities primarily caused by decreases in the accrued liabilities and increase in prepayment.
For the three months ended August 31, 2025, the Company has net cash outflow $9,321 in operating activities primarily caused by decreases in the accrued liabilities and increase in prepayment.
Cash Used In Investing Activity
For the three months ended August 31, 2026, the Company did not generate nor used any cash in investing activity.
For the three months ended August 31, 2025, the Company did not generate nor used any cash in investing activity.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are 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 Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of August 31, 2026. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of August 31, 2026.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:
| 1. | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; | |
| 2. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and | |
| 3. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
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.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of August 31, 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.
As of August 31, 2026, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the three months ended August 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDING
We are not subjected to nor engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance is known to us to be pending or threatened by or against our Company that would have a material adverse effect on our Company’s results of operations or financial condition. Further, there are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to our Company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer | |
| 32.1 | Section 1350 Certification of principal executive officer | |
| 101.INS | Inline XBRL Instance Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ROCKY MOUNTAINS GROUP LTD | |
| (Name of Registrant) |
Date: September 29, 2026
| By: | /s/ Ya Deng | |
| Ya Deng | ||
| Title: | Chief Executive Officer, President, Secretary, Treasurer, Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) |
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