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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
| ☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
For the quarterly period ended May 31, 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: 333-188648
ANVI GLOBAL HOLDINGS, INC.
(Exact name of registrant as specified in its
Charter)
| Nevada |
33-1226144 |
| (State or other jurisdiction of |
(I.R.S. Employer |
| incorporation or organization) |
Identification No.) |
|
1135 Kildaire Farm Road, Suite 319-4
Cary,
NC |
27511 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area
code: (408) 821-4491
N/A
(Former name, former address and former fiscal
year, if changed since last report)
Indicate
by check mark whether the registrant (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, smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
Smaller reporting company ☒ |
| |
Emerging growth company ☐ |
If
an emerging growth company, indicate by checkmark 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 ☒
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| N/A |
N/A |
N/A |
State the number of shares outstanding of each of
the issuer’s classes of common equity, as of the latest practicable date: As of July 20, 2026, the issuer had 119,950,000 shares
of its common stock issued and outstanding.
TABLE OF CONTENTS
| |
Page |
| PART I. FINANCIAL INFORMATION |
|
| |
|
| ITEM 1. FINANCIAL STATEMENTS |
1 |
| |
|
| Condensed Balance Sheets as of May 31, 2026 (unaudited) and February 28, 2026 |
1 |
| Condensed Statements of Operations for the Three Months Ended May 31, 2026 and 2025 (unaudited) |
2 |
| Condensed Statements of Stockholders’ Deficit for the Three Months Ended May 31, 2026 and 2025 (unaudited) |
3 |
| Condensed Statements of Cash Flows for the Three Months Ended May 31, 2026 and 2025 (unaudited) |
4 |
| Notes to the Condensed Financial Statements (unaudited) |
5 |
| |
|
| ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
10 |
| |
|
| ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
11 |
| |
|
| ITEM 4. CONTROLS AND PROCEDURES |
11 |
| |
|
| PART II. OTHER INFORMATION |
|
| |
|
| ITEM 1. LEGAL PROCEEDINGS |
12 |
| |
|
| ITEM 1A. RISK FACTORS |
12 |
| |
|
| ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
12 |
| |
|
| ITEM 3. DEFAULTS UPON SENIOR SECURITIES |
12 |
| |
|
| ITEM 4. MINE SAFETY DISCLOSURES |
12 |
| |
|
| ITEM 5. OTHER INFORMATION |
12 |
| |
|
| ITEM 6. EXHIBITS |
12 |
| |
|
| SIGNATURES |
13 |
i
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
|
ANVI GLOBAL HOLDINGS, INC.
CONDENSED BALANCE SHEETS |
| | |
| | | |
| | |
| | |
May 31, 2026 | | |
February 28, 2026 | |
| ASSETS | |
| (Unaudited) | | |
| (Audited) | |
| Current Assets: | |
| | | |
| | |
| Cash | |
$ | 390 | | |
$ | 1,855 | |
| Prepaids | |
| 11,550 | | |
| 12,375 | |
| | |
| | | |
| | |
| Total Current Assets | |
| 11,940 | | |
| 14,230 | |
| | |
| | | |
| | |
| Total Assets | |
$ | 11,940 | | |
$ | 14,230 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 15,171 | | |
$ | 13,504 | |
| Accounts payable - related party | |
| 828,000 | | |
| 792,000 | |
| Accrued liabilities - related party | |
| 900,000 | | |
| 900,000 | |
| Due to an officer | |
| 682,529 | | |
| 669,625 | |
| Total current liabilities | |
| 2,425,700 | | |
| 2,375,129 | |
| | |
| | | |
| | |
| Total Liabilities | |
| 2,425,700 | | |
| 2,375,129 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| — | | |
| — | |
| | |
| | | |
| | |
| Stockholders' Deficit: | |
| | | |
| | |
| Preferred stock, $0.001 par value; 50,000,000 shares authorized no shares issued and outstanding | |
| — | | |
| — | |
| Common stock, $0.001 par value; 500,000,000 shares authorized, 119,950,000 shares issued and outstanding | |
| 119,950 | | |
| 119,950 | |
| Additional paid-in capital | |
| — | | |
| — | |
| Accumulated deficit | |
| (2,533,710 | ) | |
| (2,480,849 | ) |
| | |
| | | |
| | |
| Total Stockholders’ Deficit | |
| (2,413,760 | ) | |
| (2,360,899 | ) |
| | |
| | | |
| | |
| Total Liabilities and Stockholders' Deficit | |
$ | 11,940 | | |
$ | 14,230 | |
The accompanying notes are an integral part
of these unaudited condensed financial statements.
|
ANVI GLOBAL HOLDINGS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited) |
| | |
| | | |
| | |
| | |
For the Three Months Ended May 31, | |
| | |
2026 | | |
2025 | |
| Operating Expenses: | |
| | | |
| | |
| General and administrative expenses | |
$ | 52,861 | | |
$ | 48,248 | |
| Total operating expenses | |
| 52,861 | | |
| 48,248 | |
| | |
| | | |
| | |
| Loss from operations | |
| (52,861 | ) | |
| (48,248 | ) |
| | |
| | | |
| | |
| | |
| | | |
| | |
| Provision for income taxes | |
| — | | |
| — | |
| | |
| | | |
| | |
| Net loss | |
$ | (52,861 | ) | |
$ | (48,248 | ) |
| | |
| | | |
| | |
| Basic and diluted loss per share | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| | |
| | | |
| | |
| Basic and diluted weighted average shares | |
| 119,950,000 | | |
| 119,950,000 | |
The accompanying notes are an integral part
of these unaudited condensed financial statements.
ANVI GLOBAL HOLDINGS, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT
(Unaudited)
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
Common Stock | | |
Additional | | |
| | |
Total | |
| | |
Shares | | |
Amount | | |
Paid in Capital | | |
Accumulated Deficit | | |
Stockholders' Deficit | |
| Balance, February 28, 2026 | |
| 119,950,000 | | |
$ | 119,950 | | |
$ | — | | |
$ | (2,480,849 | ) | |
$ | (2,360,899 | ) |
| Net Loss | |
| — | | |
| — | | |
| — | | |
| (52,861 | ) | |
| (52,861 | ) |
| Balance, May 31, 2026 | |
| 119,950,000 | | |
$ | 119,950 | | |
$ | — | | |
$ | (2,533,710 | ) | |
$ | (2,413,760 | ) |
| | |
Common Stock | | |
Additional | | |
| | |
Total | |
| | |
Shares | | |
Amount | | |
Paid in Capital | | |
Accumulated Deficit | | |
Stockholders' Deficit | |
| Balance, February 28, 2025 | |
| 119,950,000 | | |
$ | 119,950 | | |
$ | — | | |
$ | (2,283,916 | ) | |
$ | (2,163,966 | ) |
| Net Loss | |
| — | | |
| — | | |
| — | | |
| (48,248 | ) | |
| (48,248 | ) |
| Balance, May 31, 2025 | |
| 119,950,000 | | |
$ | 119,950 | | |
$ | — | | |
$ | (2,332,164 | ) | |
$ | (2,212,214 | ) |
The accompanying notes are an integral part
of these unaudited condensed financial statements.
|
ANVI GLOBAL HOLDINGS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited) |
| | |
| | | |
| | |
| | |
For the Three Months Ended May 31, | |
| | |
2026 | | |
2025 | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net loss | |
$ | (52,861 | ) | |
$ | (48,248 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Changes in assets and liabilities: | |
| | | |
| | |
| Prepaids | |
| 825 | | |
| 4,005 | |
| Accounts payable | |
| 1,667 | | |
| 3,042 | |
| Accounts payable - related party | |
| 36,000 | | |
| 36,000 | |
| Net cash used in operating activities | |
| (14,369 | ) | |
| (5,201 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Advances from an officer | |
| 12,904 | | |
| 9,800 | |
| Net cash provided by financing activities | |
| 12,904 | | |
| 9,800 | |
| | |
| | | |
| | |
| Net change in cash | |
| (1,465 | ) | |
| 4,599 | |
| | |
| | | |
| | |
| Cash, beginning of period | |
| 1,855 | | |
| 1,543 | |
| | |
| | | |
| | |
| Cash, end of period | |
$ | 390 | | |
$ | 6,142 | |
| | |
| | | |
| | |
| Cash paid during the period for: | |
| | | |
| | |
| Interest | |
$ | — | | |
$ | — | |
| Income taxes | |
$ | — | | |
$ | — | |
The accompanying notes are an integral part
of these unaudited condensed financial statements.
ANVI GLOBAL HOLDINGS, INC.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
MAY 31, 2026
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Anvi Global Holdings, Inc., (the “Company”
“AGH”) was incorporated under the laws of the State of Nevada on August 15, 2012.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items,
which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not
necessarily indicative of the results to be expected for the full year ending February 28, 2027. These unaudited condensed financial statements
should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K
for the year ended February 28, 2026.
Use of Estimates
The preparation of financial statements in
conformity with generally accepted accounting principles 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. Significant estimates include the estimated useful lives of property
and equipment. Actual results could differ from those estimates.
Concentrations of Credit Risk
We maintain our cash in bank deposit accounts,
the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently
have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
Cash Equivalents
The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended May
31, 2026 and February 28, 2026.
Reclassifications
Certain reclassifications have been made to the prior period financial
information to conform to the presentation used in the financial statements for the period ended May 31, 2026.
Fair Value of Financial Instruments
Fair value is defined as the exchange price that
would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset
or liability in an orderly transaction between market participants on the measurement date. ASC Topic No. 820 establishes a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below:
| Level 1: |
Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. |
| |
|
| Level 2: |
Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates. |
| |
|
| Level 3: |
Level 3 inputs are unobservable inputs. |
ANVI GLOBAL HOLDINGS, INC. NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS MAY 31, 2026 |
The carrying amount of the Company’s financial
assets and liabilities, such as cash, prepaid expenses and accrued expenses and other payables approximate their fair value because of
the short maturity of those instruments.
Segment Reporting
ASC Topic 280, “Segment Reporting”
establishes the 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
is managed as one operating unit, rather than multiple reporting units, for internal reporting purposes and for internal decision-making
and discloses its operating results in a single reportable segment. The Company’s chief operating decision maker (“CODM”),
represented by the Company’s Chief Executive Officer, reviews financial information and assesses the operations of the Company in
order to make strategic decisions such as allocation of resources and assessing operating performance.
Income taxes
Income taxes are provided for the tax effects
of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax
net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences,
which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards.
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. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets
when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment
about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s
control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes
could change in the near term.
Tax benefits are recognized only for tax positions
that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount
of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits”
is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards.
As of May 31, 2026 and February 28, 2026, no liability for unrecognized tax benefits was required to be reported.
Net Income (Loss) Per Common Share
Net income (loss) per common share is computed
pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing
net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per
common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding
shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common
shares assumes that the Company incorporated as of the beginning of the first period presented. There are no potentially dilutive shares
as of May 31, 2026 and 2025.
ANVI GLOBAL HOLDINGS, INC. NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS MAY 31, 2026 |
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the disclosure requirements for income taxes, including
additional disaggregation of rate reconciliation and income taxes paid. The standard is effective for annual periods beginning after December
15, 2024. The Company adopted ASU 2023-09 in the annual financial statements for the year ended February 28, 2026, and for interim periods
within the year of adoption. The adoption had no impact on the Company’s financial statements.
The Financial Accounting Standards Board (FASB)
issued Accounting Standards Update ASU 2025-05 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit
Losses for Accounts Receivable and Contract Assets. This ASU provides for the measurement of expected credit losses on current accounts
receivable and contract assets arising from contracts with customers under Topic 606. It offers a practical expedient for all entities
to assume that current conditions as of the balance sheet date will continue for the remaining life of the asset. The ASU helps to simplify
credit-loss modelling for short-term receivables/contract assets, reducing complexity and forecasting burden. The effective date is for
annual periods beginning after December 15, 2025, and interim periods within those years. Early adoption is permitted. The adoption had
no impact on the Company’s financial statements.
The Financial Accounting Standards Board (FASB)
issued Accounting Standards Update ASU 2025-02 - Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC SAB No. 122, which
is effective for annual periods beginning after December 15, 2024, and may require full retrospective adoption. This amendment eliminates
outdated SEC guidance previously codified under SAB No. 122 and may impact disclosures or recognition related to obligations and liabilities.
The Company adopted this ASU, effective for the year ended February 28, 2026. The adoption had no impact on the Company’s financial
statements.
The Financial Accounting Standards Board (FASB)
issued Accounting Standards Update ASU 2024-01 - Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest
and Similar Awards, effective for public entities for annual periods beginning after December 15, 2024. This may impact whether profits
interest or similar awards are within the scope of ASC 718 and thus could affect compensation expense accounting. The Company adopted
this ASU, effective for the year ended February 28, 2026. The adoption had no impact on the Company’s financial statements.
The Company has implemented all new accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have
a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
The accompanying financial statements have
been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal
course of business. The Company has had no revenue and has accumulated a deficit of $2,533,710 as of May 31, 2026. The Company requires
capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the
future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s
contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company
to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s
ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the
outcome of these uncertainties.
Management has developed plans intended to
alleviate the conditions that raise substantial doubt about its ability to continue as a going concern, there are no assurances that any
of these measures will successfully mitigate or be effective at all. (1) The Company shall pursue financing plans to raise funds to judiciously
spend towards operational expenses, (2) The Company shall continue to employ low cost measures to operate its business and analyze any
unnecessary cost or expense, (3) The Company will seek to avoid unnecessary expenditures, travel, and lodging costs that are not mission
critical to its business.
ANVI GLOBAL HOLDINGS, INC. NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS MAY 31, 2026 |
NOTE 4 – PREPAID TRANSACTIONS
As of May 31, 2026, the Company had prepaid
expenses of $3,300 and $8,250 for accounting and OTC Market’s annual fee, respectively.
As of February 28, 2026, the Company had
$12,375 of prepaid expenses for OTC Market’s annual fee.
NOTE 5 – RELATED PARTY TRANSACTIONS
On May 28,
2014, the Company executed a service agreement with Strategic-IT Group Inc. Strategic-IT Group Inc. is owned and operated by Rama Mohan
R. Busa, CEO. Services to be provided at $12,000 a month include, but are not limited to, providing office space, IT and related services,
business consulting, and investor relations. On July 27, 2020, the service agreement was assigned to Anvi Global Inc (a company owned
by the CEO). As of May 31, 2026 and February 28, 2026, the Company has an accrued, unpaid
balance due of $900,000 and $900,000, respectively.
As of May
31, 2026 and February 28, 2026, the Company has accounts payable due to Anvi Global, Inc. of $828,000
and $792,000, respectively.
Since 2018
Rama Mohan R. Busa, CEO, has advanced funds to the Company from his personal account and related companies. The advances are to pay for
operating expenses, are unsecured, non-interest bearing and due on demand. As of May 31, 2026 and February 28, 2026,
the balance due was $682,529 and $669,625, respectively.
NOTE 6 – INCOME TAXES
The Company accounts for income taxes under ASC
Topic 740, Income Taxes. Deferred tax assets and liabilities are recognized for temporary differences between the financial reporting
and tax bases of assets and liabilities, as well as for operating loss carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply in the periods in which the temporary differences reverse. A valuation allowance is recorded
when it is more likely than not that some or all of the deferred tax assets will not be realized.
For the three months ended May 31, 2026, the Company
recorded no income tax expense or benefit. Although the Company incurred a pretax loss during the quarter, no tax benefit was recognized
because management continues to maintain a full valuation allowance against its deferred tax assets.
At May 31, 2026, the Company's principal deferred
tax asset consisted primarily of federal net operating loss carryforwards. Management believes it remains more likely than not that these
deferred tax assets will not be realized and, accordingly, a full valuation allowance has been recorded.
Effective Tax Rate Reconciliation
| Schedule of net deferred tax assets |
|
| |
Three Months Ended May 31, 2026 |
| Federal statutory tax rate |
21.0% |
| Change in valuation allowance |
(21.0%) |
| Effective income tax rate |
0.0% |
ANVI GLOBAL HOLDINGS, INC. NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS MAY 31, 2026 |
The Company's effective tax rate differs from
the U.S. statutory rate primarily due to the establishment and maintenance of a full valuation allowance against deferred tax assets.
The Company recognizes interest and penalties
related to uncertain tax positions as a component of income tax expense. As of May 31, 2026, the Company had no unrecognized tax benefits
and had not accrued any interest or penalties related to uncertain tax positions. The Company remains subject to examination by taxing
authorities for the applicable statutory periods.
NOTE 7 – SUBSEQUENT EVENTS
In accordance with ASC 855 management has
performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined
that it does not have any material subsequent events to disclose in these financial statements.
Special Note Regarding Forward-Looking Statements
The following discussion should be read in conjunction
with our unaudited financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains
forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or the negative
of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties,
and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current
judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions,
projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Anvi Global Holdings, Inc. was incorporated in
the State of Nevada on August 15, 2012 and established a fiscal year end of February 28. We formed the Company to commence operations
in the business of selling crepes; however, we abandoned that business when control of the Company was sold by Tatiana Fumioka, on May
6, 2014. As a result, we are now controlled by Rama Mohan R. Busa, the principal shareholder and sole officer and director.
Anvi Global Holdings, Inc now intends to become
a diversified, global holdings company with interest in a suite of businesses in various key segments, including mining, infrastructure,
heavy earthworks, health services and aerospace engineering, positioned globally. The Company’s objective is to maximize shareholder
value through investing in and/or acquiring a portfolio of companies in emerging global markets like India, South America and Africa,
adding value to the operating enterprises. The Company plans to invest in or acquire businesses which offer strategic market position,
strong cash flows and robust future potential growth, which are complementary to each other. The Company intends to broaden and intensify
positions in carefully selected investment areas and is poised to have strong presence across these countries. As of the date of this
Report, the Company has not invested in or acquired any assets or company.
Results of Operations
The three months ended May 31, 2026 compared to the three months
ended May 31, 2025
Operating Expenses
General and administrative expenses were $52,861
for the three months ended May 31, 2026, compared to $48,248 for the three months ended May 31, 2025, an increase of $4,613 or 9.6%. In
the current period, we incurred $36,000 of expense from our service agreement with Strategic-IT Group Inc. (Note 5), professional fees
of $11,300, OTC Market fees of $4,125 and other general expenses of $1,436. In the prior period, we incurred $36,000 of expense from our
service agreement with Strategic-IT Group Inc. (Note 5), professional fees of $6,499, OTC Market fees of $4,005 and other general expenses
of $1,744.
Net Loss
Our net loss for the three months ended May 31,
2026 was $52,861 compared to $48,248 for the three months ended May 31, 2025.
Liquidity and Capital Resources
Cash Flows from Operating Activities
For the three-month period ended May 31, 2026
and 2025, net cash flows used in operating activities was $14,369 compared to $5,201 used by operating activities in the prior period.
Cash Flows from Financing Activities
For the three-month period ended May 31, 2026
and 2025, our CEO advanced the Company $12,904 and $9,800, respectively.
Plan of Operation and Funding
We have no lines of credit or other bank financing
arrangements capital and generate revenues to meet long-term operating requirements. If and when we commence any operations, additional
issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might
have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or
at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective
new business endeavors or opportunities, which could significantly and materially restrict our business operations.
We do not currently engage in enough business
activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:
| |
(i) |
filing of Exchange Act reports, and |
| |
(ii) |
costs relating to developing our business plan |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities
Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of
the period covered by this quarterly report, May 31, 2026. This evaluation was carried out under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer.
Disclosure controls and procedures are controls
and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and
Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that
information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and
communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required
disclosure.
Based upon that evaluation, including our Chief
Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the
end of the period covered by this report due to a material weakness in our internal control over financial reporting, which is described
below.
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 Rule 13a-15(f) under the Securities Exchange Act of
1934). Management has assessed the effectiveness of our internal control over financial reporting as of May 31, 2026, based on criteria
using the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
As a result of this assessment, management concluded that, as of May 31, 2026, our internal control over financial reporting was not effective.
Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of
many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written
policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC
guidelines.
We plan to take steps to enhance and improve the
design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not
been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes
during our fiscal year ending February 28, 2027: (i) appoint additional qualified personnel to address inadequate segregation of duties
and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The
remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing
the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
Changes in Internal Control over Financial
Reporting
There were no changes in our internal control
over financial reporting during the quarter ended May 31, 2026, that have materially affected or are reasonably likely to materially affect,
our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are presently not any material pending legal
proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the
Registrant to be threatened or contemplated against it.
ITEM 1A. RISK FACTORS
A smaller reporting company is not required to provide the information
required by this Item.
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
| Exhibit |
Exhibit Description |
Filed
herewith |
Form |
Period
ending |
Exhibit |
Filing
date |
| 31.1 |
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
X |
|
|
|
|
| 32.1 |
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
X |
|
|
|
|
| 101.INS |
Inline XBRL Instance Document |
X |
|
|
|
|
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
X |
|
|
|
|
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
X |
|
|
|
|
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
X |
|
|
|
|
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
X |
|
|
|
|
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Definition |
X |
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
ANVI GLOBAL HOLDINGS, INC. |
| |
|
|
| Dated: July 20, 2026 |
By: |
/s/ Rama Mohan R. Busa |
| |
|
Rama Mohan R. Busa |
| |
|
President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors |