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20-F false true 2026-06-30 false false 333-283829 Hamco Ventures Limited Room 706 7th Floor Printing House 6 Duddell Street Central HK 00000 00000 Mr. Chun Leung Chow (Eddy) 852 2333-8738 info@hamcoventures.com Room 706 7th Floor Printing House 6 Duddell Street Central HK 206984000 No No Yes Yes Non-accelerated Filer true false false false false false Risk Management and Strategy We have developed and maintain a cybersecurity risk management methodology intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management methodology is integrated into our overall enterprise risk management, and shares common methodologies, reporting channels and governance processes that apply across the Company to other legal, compliance, strategic, operational, and financial risk areas. As part of our overall risk management processes and procedures, we have instituted a cybersecurity awareness designed to identify, assess and manage material risks from cybersecurity threats. The cyber risk management methodology involves risk assessments, implementation of security measures and ongoing monitoring of systems and networks, including networks on which we rely. Through our cybersecurity awareness, the current threat landscape is actively monitored in an effort to identify material risks arising from new and evolving cybersecurity threats. We may engage external experts, including cybersecurity assessors, consultants and auditors to evaluate cybersecurity measures and risk management processes as needed. We also depend on and engage various third parties, including suppliers, vendors and service providers in connection with our operations. Our risk management, legal, and compliance personnel oversee and identify, including through a third-party cybersecurity service provider, material risks from cybersecurity threats associated with our use of such entities. As of the date of this Annual Report, we have not experienced cybersecurity incidents during the year ended June 30, 2026, that resulted in an interruption to our operations, known losses of any critical data or otherwise had a material impact on our strategy, financial condition or results of operations. However, the scope and impact of any future incident cannot be predicted. Governance <span class="xdx_phnt_RGlzY2xvc3VyZSAtIEN5YmVyc2VjdXJpdHkgUmlzayBNYW5hZ2VtZW50IGFuZCBTdHJhdGVneSBEaXNjbG9zdXJlAA__" id="xdx_907_ecyd--CybersecurityRiskBoardCommitteeOrSubcommitteeResponsibleForOversightTextBlock_c20250701__20260630_zsXetCuwnKue">Our Board of Directors oversees our risk management, including our information technology and cybersecurity policies, procedures, and risk assessments. Management reports to our Board of Directors on information security matters as necessary, regarding any significant cybersecurity incidents, as well as any incidents with lesser impact potential. One of the key functions of our Board of Directors is informed oversight of our various processes for managing risk. An overall review of risk is inherent in our Board of Directors ongoing consideration of our long-term strategies, transactions and other matters presented to and discussed by the Board of Directors. This includes a discussion of the likelihood and potential magnitude of various risk. Our Board of Directors oversees our risk management, including our information technology and cybersecurity policies, procedures, and risk assessments. TAAD, LLP 5854 Diamond Bar, California

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<p id="xdx_807_eus-gaap--OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock_zr0EqGx59kzh" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0pt; margin-left: 0in; text-indent: 0in; text-align: justify">1. ORGANIZATION AND BUSINESS DESCRIPTION Hamco Ventures Limited (the “Company”) was incorporated in the British Virgin Islands (BVI) on February 7, 2024 with the authorized capital of 900 million shares of ordinary shares, par value of $0.00001 per share and 900 million shares of preferred shares of no-par value. On March 1, 2024, Hamco Creek Asia Development Company Limited (“Hamco Creek”), was incorporated in Hong Kong as the Company’s wholly owned subsidiary, and its principal activities are franchise development consultant services in the food & beverages industry. As of June 30, 2024, 100% of the Company’s revenue was derived from the franchise development consultant business. The fiscal year end of the Company is June 30.

0.00001

2. GOING CONCERN As at June 30, 2026, the Company had $437,451 of cash. During the period ended June 30, 2026, the Company raised placement of shares of amounted to $471,000. This placement of shares aims to provide the liquidity and capital resources it needs to meet its working capital requirements and to make capital investments in connection with ongoing operations. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. Since the Company cannot give assurance that it will be able to secure the necessary capital when needed, there is a substantial doubt that the Company will be able to continue operations as a going concern following the issuance of these financial statements.

437451

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of preparation and principles of consolidation The accompanying consolidated financial statements of the Company and its subsidiary are prepared 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. (“U.S. GAAP”). The accompanying consolidated financial statements reflect all adjustments that management considers necessary for a fair presentation of the results of operations for these periods. The accompanying financial statements have been prepared on a consolidated basis and reflect the financial statements of the Company and Hamco Greek. All intercompany transactions and balances are eliminated on consolidation. Use of estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Foreign currency translation The Company’s consolidated financial statements are reported in United States dollars (“US$”), the Company’s presentation currency. The functional currency for the Company is US$ and the Company’s subsidiary in Hong Kong is Hong Kong dollars (“HK$”). The translation of the functional currencies of its subsidiary into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect as of the balance sheet date and for revenues and expense accounts using an average exchange rate prevailing during the respective period. The gains or losses resulting from such translation are reported as currency translation adjustments under other comprehensive income (loss) under accumulated other comprehensive income (loss) as a separate component of equity. Monetary assets and liabilities of the Company and its subsidiary denominated in currencies other than the functional currency of the Company and subsidiary are translated into their respective functional currency at the rates of exchange prevailing on the balance sheet date. Transactions of the Company and its subsidiary in currencies other than the Company’s and the subsidiary’s functional currencies are translated into the respective functional currencies at the average monthly exchange rate prevailing during the period of the transaction. The gains or losses resulting from foreign currency transactions are included in the consolidated statements of operation and comprehensive loss. The exchange rates used to translate amounts in HK$ into US$ for the purposes of preparing the financial statements were as follows: <table cellpadding="0" cellspacing="0" id="xdx_88A_eus-gaap--ScheduleOfForeignExchangeContractsStatementOfFinancialPositionTableTextBlock_z5pGlML0qyd2" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)"> <tr style="vertical-align: top"> <td id="xdx_8B6_z8iz2baOx4oi" style="width: 67%">Schedule of currency exchanges rates</td> <td style="width: 14%; text-align: right">June 30, 2026</td> <td style="width: 19%; text-align: right">June 30, 2025</td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: top">Balance sheet items, except for ordinary shares, additional paid-in capital and retained earnings, as of year end</td> <td id="xdx_987_eus-gaap--ForeignCurrencyTransactionsDescription_c20250701__20260630__us-gaap--TradingActivityByTypeAxis__custom--FinancialStatementMember_zWEg4C92loUc" style="vertical-align: bottom; text-align: right" title="Currency exchange rate, description">US$1=HK$7.843</td> <td id="xdx_989_eus-gaap--ForeignCurrencyTransactionsDescription_c20240701__20250630__us-gaap--TradingActivityByTypeAxis__custom--FinancialStatementMember_zG1WwXdNnoWe" style="vertical-align: bottom; padding-left: 23.25pt; text-align: right; text-indent: -23.25pt" title="Currency exchange rate, description"> US$1=HK$7.809</td></tr> <tr style="background-color: white"> <td style="vertical-align: top">Amounts included in the statements of operations and cash flows for the year</td> <td id="xdx_981_eus-gaap--ForeignCurrencyTransactionsDescription_c20250701__20260630__us-gaap--TradingActivityByTypeAxis__custom--FinancialStatementOneMember_zdSJKpWODWCf" style="vertical-align: bottom; text-align: right" title="Currency exchange rate, description">US$1=HK$7.843</td> <td id="xdx_98D_eus-gaap--ForeignCurrencyTransactionsDescription_c20240701__20250630__us-gaap--TradingActivityByTypeAxis__custom--FinancialStatementOneMember_zur51m01O3A1" style="vertical-align: bottom; text-align: right" title="Currency exchange rate, description">US$1=HK$7.809</td></tr> </table> Financial instruments and concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account placed in a financial institution located in Hong Kong, As of June 30, 2026, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company’s financial assets are subject to fair value measurements on a recurring basis. The Company’s remaining carrying amounts reported in the combined balance sheets of these financial assets are a reasonable estimate of fair value due to their short-term nature. ASC 820 identifies fair value as the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier value hierarchy that distinguishes between the following: Level 1 – Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs, other than quote prices in active markets, that are observable for the asset or liability, either directly or indirectly. Level 3 - Unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $437,451 in cash and no cash equivalents as of June 30, 2026. (cash of $54,462 as of June 30, 2025) The Company cash is held at well capitalized financial institutions, but they are not FDIC insured; however, management does not believe there is a significant risk of loss. Deferred offering costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of professional and registration fees that are directly related to the Proposed Public Offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations and comprehensive loss. As of June 30, 2026, the Company has incurred $20,012 offering costs (June 30, 2025 $75,435), Revenue recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when it is probable that the economic benefits will flow to the Company and when the service is provided and can be measured reliably. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps:: (1) identifying the contract (if any) with a customer; (2) identifying the performance obligations in the contract (if any); (3) determining the transaction price; (4) allocating the transaction price to each performance obligation in the contract (if any); and (5) recognizing revenue when each performance obligation is satisfied. Generally, revenue is recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, or the price for each performance obligation in the form of a service, the service has been delivered to the customer, no obligation is outstanding regarding that service, and the Company is reasonably assured that funds have been or will be collected from the customer. For the financial year ended June 30, 2026, the Company generated $50,955.41 in revenue, representing a significant increase compared to $Nil for the financial year ended June 30, 2025. This initial revenue generation was driven primarily by the strategic expansion of our service offerings during the period. The Company continues to offer tailored consulting solutions to both emerging restaurant brands seeking to franchise a business for the first time and established franchisors looking to optimize their operations, information technology systems, and omnichannel marketing strategies. To complement these foundational consulting capabilities and address shifting market demands, we expanded our business scope during the current financial year to include specialized advisory, setup, and implementation services for Artificial Intelligence (“AI”) rollouts. Our newly introduced AI vertical constitutes the primary driver of our revenue generation for the fiscal year ended June 30, 2026 Income taxes The Company accounts for income taxes under the FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period included in the enactment date. There is currently no taxation imposed on income by the Government of the BVI. In accordance with BVI income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Hamco Creek is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income derived from its activities conducted in Hong Kong. The applicable tax rate is 16.5% in Hong Kong. From year of assessment of 2019/2020 onwards, Hong Kong profits tax rates are 8.25% on assessable profits up to US$254,268 (HK$2,000,000), and 16.5% on any part of assessable profits over US$254,268 (HK$2,000,000). Comprehensive income ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit. Commitments and contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with such liabilities are expensed as incurred. Net loss per share Basic net loss per share is computed by dividing loss available to stockholders by the weighted average number of shares outstanding during the year. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional shares that would have been outstanding if the potential shares had been issued and if the additional shares were diluted. There were no potentially dilutive securities for the year ended June 30, 2026 and June 30, 2025. Recently Adopted Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Basis of preparation and principles of consolidation The accompanying consolidated financial statements of the Company and its subsidiary are prepared 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. (“U.S. GAAP”). The accompanying consolidated financial statements reflect all adjustments that management considers necessary for a fair presentation of the results of operations for these periods. The accompanying financial statements have been prepared on a consolidated basis and reflect the financial statements of the Company and Hamco Greek. All intercompany transactions and balances are eliminated on consolidation.

Use of estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Foreign currency translation The Company’s consolidated financial statements are reported in United States dollars (“US$”), the Company’s presentation currency. The functional currency for the Company is US$ and the Company’s subsidiary in Hong Kong is Hong Kong dollars (“HK$”). The translation of the functional currencies of its subsidiary into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect as of the balance sheet date and for revenues and expense accounts using an average exchange rate prevailing during the respective period. The gains or losses resulting from such translation are reported as currency translation adjustments under other comprehensive income (loss) under accumulated other comprehensive income (loss) as a separate component of equity. Monetary assets and liabilities of the Company and its subsidiary denominated in currencies other than the functional currency of the Company and subsidiary are translated into their respective functional currency at the rates of exchange prevailing on the balance sheet date. Transactions of the Company and its subsidiary in currencies other than the Company’s and the subsidiary’s functional currencies are translated into the respective functional currencies at the average monthly exchange rate prevailing during the period of the transaction. The gains or losses resulting from foreign currency transactions are included in the consolidated statements of operation and comprehensive loss. The exchange rates used to translate amounts in HK$ into US$ for the purposes of preparing the financial statements were as follows: <table cellpadding="0" cellspacing="0" id="xdx_88A_eus-gaap--ScheduleOfForeignExchangeContractsStatementOfFinancialPositionTableTextBlock_z5pGlML0qyd2" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)"> <tr style="vertical-align: top"> <td id="xdx_8B6_z8iz2baOx4oi" style="width: 67%">Schedule of currency exchanges rates</td> <td style="width: 14%; text-align: right">June 30, 2026</td> <td style="width: 19%; text-align: right">June 30, 2025</td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: top">Balance sheet items, except for ordinary shares, additional paid-in capital and retained earnings, as of year end</td> <td id="xdx_987_eus-gaap--ForeignCurrencyTransactionsDescription_c20250701__20260630__us-gaap--TradingActivityByTypeAxis__custom--FinancialStatementMember_zWEg4C92loUc" style="vertical-align: bottom; text-align: right" title="Currency exchange rate, description">US$1=HK$7.843</td> <td id="xdx_989_eus-gaap--ForeignCurrencyTransactionsDescription_c20240701__20250630__us-gaap--TradingActivityByTypeAxis__custom--FinancialStatementMember_zG1WwXdNnoWe" style="vertical-align: bottom; padding-left: 23.25pt; text-align: right; text-indent: -23.25pt" title="Currency exchange rate, description"> US$1=HK$7.809</td></tr> <tr style="background-color: white"> <td style="vertical-align: top">Amounts included in the statements of operations and cash flows for the year</td> <td id="xdx_981_eus-gaap--ForeignCurrencyTransactionsDescription_c20250701__20260630__us-gaap--TradingActivityByTypeAxis__custom--FinancialStatementOneMember_zdSJKpWODWCf" style="vertical-align: bottom; text-align: right" title="Currency exchange rate, description">US$1=HK$7.843</td> <td id="xdx_98D_eus-gaap--ForeignCurrencyTransactionsDescription_c20240701__20250630__us-gaap--TradingActivityByTypeAxis__custom--FinancialStatementOneMember_zur51m01O3A1" style="vertical-align: bottom; text-align: right" title="Currency exchange rate, description">US$1=HK$7.809</td></tr> </table>

<table cellpadding="0" cellspacing="0" id="xdx_88A_eus-gaap--ScheduleOfForeignExchangeContractsStatementOfFinancialPositionTableTextBlock_z5pGlML0qyd2" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)"> <tr style="vertical-align: top"> <td id="xdx_8B6_z8iz2baOx4oi" style="width: 67%">Schedule of currency exchanges rates</td> <td style="width: 14%; text-align: right">June 30, 2026</td> <td style="width: 19%; text-align: right">June 30, 2025</td></tr> <tr style="background-color: #CCEEFF"> <td style="vertical-align: top">Balance sheet items, except for ordinary shares, additional paid-in capital and retained earnings, as of year end</td> <td id="xdx_987_eus-gaap--ForeignCurrencyTransactionsDescription_c20250701__20260630__us-gaap--TradingActivityByTypeAxis__custom--FinancialStatementMember_zWEg4C92loUc" style="vertical-align: bottom; text-align: right" title="Currency exchange rate, description">US$1=HK$7.843</td> <td id="xdx_989_eus-gaap--ForeignCurrencyTransactionsDescription_c20240701__20250630__us-gaap--TradingActivityByTypeAxis__custom--FinancialStatementMember_zG1WwXdNnoWe" style="vertical-align: bottom; padding-left: 23.25pt; text-align: right; text-indent: -23.25pt" title="Currency exchange rate, description"> US$1=HK$7.809</td></tr> <tr style="background-color: white"> <td style="vertical-align: top">Amounts included in the statements of operations and cash flows for the year</td> <td id="xdx_981_eus-gaap--ForeignCurrencyTransactionsDescription_c20250701__20260630__us-gaap--TradingActivityByTypeAxis__custom--FinancialStatementOneMember_zdSJKpWODWCf" style="vertical-align: bottom; text-align: right" title="Currency exchange rate, description">US$1=HK$7.843</td> <td id="xdx_98D_eus-gaap--ForeignCurrencyTransactionsDescription_c20240701__20250630__us-gaap--TradingActivityByTypeAxis__custom--FinancialStatementOneMember_zur51m01O3A1" style="vertical-align: bottom; text-align: right" title="Currency exchange rate, description">US$1=HK$7.809</td></tr> </table>

US$1=HK$7.843

US$1=HK$7.809

US$1=HK$7.843

US$1=HK$7.809

Financial instruments and concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account placed in a financial institution located in Hong Kong, As of June 30, 2026, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair value of financial instruments Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company’s financial assets are subject to fair value measurements on a recurring basis. The Company’s remaining carrying amounts reported in the combined balance sheets of these financial assets are a reasonable estimate of fair value due to their short-term nature. ASC 820 identifies fair value as the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier value hierarchy that distinguishes between the following: Level 1 – Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs, other than quote prices in active markets, that are observable for the asset or liability, either directly or indirectly. Level 3 - Unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions.

Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $437,451 in cash and no cash equivalents as of June 30, 2026. (cash of $54,462 as of June 30, 2025) The Company cash is held at well capitalized financial institutions, but they are not FDIC insured; however, management does not believe there is a significant risk of loss.

437451

54462

Deferred offering costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of professional and registration fees that are directly related to the Proposed Public Offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations and comprehensive loss. As of June 30, 2026, the Company has incurred $20,012 offering costs (June 30, 2025 $75,435),

20012

75435

Revenue recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when it is probable that the economic benefits will flow to the Company and when the service is provided and can be measured reliably. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps:: (1) identifying the contract (if any) with a customer; (2) identifying the performance obligations in the contract (if any); (3) determining the transaction price; (4) allocating the transaction price to each performance obligation in the contract (if any); and (5) recognizing revenue when each performance obligation is satisfied. Generally, revenue is recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, or the price for each performance obligation in the form of a service, the service has been delivered to the customer, no obligation is outstanding regarding that service, and the Company is reasonably assured that funds have been or will be collected from the customer. For the financial year ended June 30, 2026, the Company generated $50,955.41 in revenue, representing a significant increase compared to $Nil for the financial year ended June 30, 2025. This initial revenue generation was driven primarily by the strategic expansion of our service offerings during the period. The Company continues to offer tailored consulting solutions to both emerging restaurant brands seeking to franchise a business for the first time and established franchisors looking to optimize their operations, information technology systems, and omnichannel marketing strategies. To complement these foundational consulting capabilities and address shifting market demands, we expanded our business scope during the current financial year to include specialized advisory, setup, and implementation services for Artificial Intelligence (“AI”) rollouts. Our newly introduced AI vertical constitutes the primary driver of our revenue generation for the fiscal year ended June 30, 2026

Income taxes The Company accounts for income taxes under the FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period included in the enactment date. There is currently no taxation imposed on income by the Government of the BVI. In accordance with BVI income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Hamco Creek is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income derived from its activities conducted in Hong Kong. The applicable tax rate is 16.5% in Hong Kong. From year of assessment of 2019/2020 onwards, Hong Kong profits tax rates are 8.25% on assessable profits up to US$254,268 (HK$2,000,000), and 16.5% on any part of assessable profits over US$254,268 (HK$2,000,000).

Comprehensive income ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

Commitments and contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with such liabilities are expensed as incurred.

Net loss per share Basic net loss per share is computed by dividing loss available to stockholders by the weighted average number of shares outstanding during the year. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional shares that would have been outstanding if the potential shares had been issued and if the additional shares were diluted. There were no potentially dilutive securities for the year ended June 30, 2026 and June 30, 2025.

Recently Adopted Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

4. SHARE CAPITAL The Company is authorized to issue a total maximum number of 1,800,000,000 Shares of (i) 900,000,000 Ordinary Shares of US$0.00001 par value each and (ii) 900,000,000 Preferred Shares of no par value. Ordinary Share The Company has one class of authorized Ordinary Share and each share is entitled to one vote. On February 7, 2024 (date of inception), total of 105,500,000 Ordinary Share was issued and 34,285,710 shares were issued to the Company’s founder, Chun Leung Chow (Eddy) and 71,214,290 were issued to Li Tao, Jin Yi, Fan Huan and Dong Sun at $0.00001 per share. The monies from these transactions, which totaled US$1,055, were outstanding as subscription receivable at June 30, 2024 and December 31, 2024. This $1,055 was subsequently settled on October 31, 2024 and went to the Company to be used as working capital. On May 29, 2024, the Company sold 99,600,000 shares of its Ordinary Shares of which <span id="xdx_905_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20240528__20240529__us-gaap--RelatedPartyTransactionAxis__custom--ChunLeungChowEddyMember_zm8AJz241cgk" title="Sale of ordinary shares">34,028,570 shares were sold to Chun Leung Chow (Eddy) and <span id="xdx_900_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20240528__20240529__us-gaap--RelatedPartyTransactionAxis__custom--LiTaoJinYiFanHuanAndDongSunMember_zzZ58nfFElmk" title="Sale of ordinary shares">65,571,430 shares were sold to Li Tao, Jin Yi, Fan Huan at US$0.00125 per share. The monies from these transactions, which totaled $124,500, went to the Company to be used as working capital. On Dec 19, 2025 Li Tao sold 10,009,890 shares, Yi Jin sold 2,802,769 shares, Huan Fan sold 2,758,281 shares and Dong Sun sold 429,059 shares to Yansu Christie Ju in private sales resulting Ms. Ju ownership of <span id="xdx_904_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20251218__20251219__us-gaap--RelatedPartyTransactionAxis__custom--YansuChristieJuMember_zn20yDYzG0Wl" title="Sale of ordinary shares">15,999,999 shares. For the period from November 12, 2025 to February 13, 2026, the Company issued 1,884,000 shares of Ordinary shares to 35 subscribers at $0.25 per share. The monies from this transaction, which totaled $471,000, went to the Company to be used as working capital. There have been no other issuances of the Company’s ordinary shares. As of June 30, 2026, the Company had 206,984,000 issued and outstanding ordinary shares. Preferred Share Each Preferred Share is entitled to 10 votes per share and is not entitled to any dividend distribution right, conversion right, or any distribution of the surplus assets of the Company on its liquidation. On May 29, 2024, the Company issued 38,090,000 shares of Preferred Shares as founders shares to Chun Leung Chow (Eddy) for the total purchase price of US$1.00 and settled on October 31, 2024. On Dec 19, 2025 the company repurchased and canceled <span id="xdx_90F_eus-gaap--StockRepurchasedAndRetiredDuringPeriodShares_c20251218__20251219__us-gaap--StatementEquityComponentsAxis__us-gaap--PreferredStockMember_zzeCBh7uVTDe" title="Repurchased and cancelled shares">32,230,000 Preferred shares from Chun Leung Chow(eddy) As of June 30, 2026, the Company had 38,090,000 issued and outstanding preferred shares.

900000000

0.00001

The Company has one class of authorized Ordinary Share and each share is entitled to one vote.

On February 7, 2024 (date of inception), total of 105,500,000 Ordinary Share was issued and 34,285,710 shares were issued to the Company’s founder, Chun Leung Chow (Eddy) and 71,214,290 were issued to Li Tao, Jin Yi, Fan Huan and Dong Sun at $0.00001 per share.

1055

99600000

34028570

65571430

0.00125

124500

10009890

2802769

2758281

429059

15999999

1884000

0.25

471000

206984000

Each Preferred Share is entitled to 10 votes per share and is not entitled to any dividend distribution right, conversion right, or any distribution of the surplus assets of the Company on its liquidation.

38090000

32230000

38090000

5. RELATED PARTY TRANSACTION The Company entered into a commercial service agreement to deliver specialized Artificial Intelligence (“AI”) rollout and implementation consulting services to Hamco Services Limited (“Hamco Services”). The total aggregate value of this contract is $89,171. As of the date of this annual report, the Company has completed initial project milestones and has invoiced Hamco Services an aggregate of $50,955 under the agreement. The remaining balance of $38,216 relates to work currently in progress and will be invoiced upon the successful completion of the remaining performance milestones. Related party relationships exist because Mr. Chun Leung Chow (Eddy), our Chief Executive Officer and Director, also serves as a director of Hamco Services. Furthermore, Ms. Tao Li, who beneficially owns <span id="xdx_904_eus-gaap--BusinessAcquisitionPercentageOfVotingInterestsAcquired_iI_pid_dp_c20260630__us-gaap--BusinessAcquisitionAxis__custom--MsTaoLiMember_zwBufvFXB4Y8" title="Tao Li's beneficial ownership of the Company's voting securities">18.8% of the outstanding voting securities of the Company, serves as the controlling shareholder of Hamco Services with an <span id="xdx_90F_eus-gaap--BusinessCombinationStepAcquisitionEquityInterestInAcquireePercentage_iI_pid_dp_c20260630__us-gaap--BusinessAcquisitionAxis__custom--MsTaoLiMember_zxX9dXSE2dBj" title="Tao Li's equity ownership in Hamco Services">80.0% equity interest. To mitigate potential conflicts of interest and ensure independent corporate governance, the Board of Directors convened an extraordinary general meeting and called for a shareholder resolution to approve the transaction. Mr. Chow and Ms. Li voluntarily recused themselves from all board deliberations and abstained from voting their respective shares on the shareholder resolution. The transaction was subsequently approved by a majority vote of the Company’s independent, disinterested shareholders. Management believes that the terms of this transaction were negotiated on an arm’s-length basis and reflect market rates for comparable technological and consulting services. The service fee income was charged pursuant to the terms in the agreement signed between the Company and the related company.

89171

50955

38216

0.188

0.800

6. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date and up through October 28, 2026 the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.