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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August
31, 2026
or
[ ] 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: 333-289122
ELVENTIX TECHNOLOGY CORPORATION
(Exact name of registrant as specified
in its charter)
| Wyoming |
37-2173013 |
7374 |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
(Primary Standard Industrial Classification Code Number) |
Avinguda de Blondel, 21,
25002 Lleida, Spain
Tel.: +1 (256) 570-1612 Email: main@elventix.com
(Address and telephone number of principal
executive offices)
Securities registered pursuant to Section 12(b) of the Act:
None
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. Yes [X] 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
[X] No [ ]
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 |
[X] |
Smaller reporting company |
[X] |
| |
|
Emerging growth company |
[X] |
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 [ ] [X]
State the number of shares outstanding
of each of the issuer’s classes of common equity, as of the latest practicable date: 5,797,500 shares of common stock, $0.001 par
value, issued and outstanding as of October 14, 2026.
TABLE OF CONTENTS
| PART I |
FINANCIAL INFORMATION |
|
| Item 1. |
Financial Statements (Unaudited) |
4 |
| |
Balance Sheets as of August 31, 2026 (Unaudited) and May 31, 2026 |
5 |
| |
Statements of Operations for the three months ended August 31, 2026 and 2025 (Unaudited) |
6 |
| |
Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended August 31, 2026 and 2025 (Unaudited) |
7 |
| |
Statements of Cash Flows for the three months ended August 31, 2026 and 2025 (Unaudited) |
8 |
| |
Notes to the Financial Statements (Unaudited) |
9 |
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
14 |
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
16 |
| Item 4. |
Controls and Procedures |
16 |
| PART II |
OTHER INFORMATION |
|
| Item 1. |
Legal Proceedings |
17 |
| Item 1A. |
Risk Factors |
17 |
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
17 |
| Item 3. |
Defaults Upon Senior Securities |
17 |
| Item 4. |
Mine Safety Disclosures |
17 |
| Item 5. |
Other Information |
17 |
| Item 6. |
Exhibits |
17 |
| |
Signatures |
17 |
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements made in this Form 10-Q that
are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by
the use of terms such as “may”, “will”, “expect”, “believe”, “anticipate”,
“estimate”, “approximate” or “continue”, or the negative thereof. We intend that such forward-looking
statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what
may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control
that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated
or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after
the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this
quarterly report and in our unaudited interim financial statements is stated in United States dollars and is prepared in accordance with
United States generally accepted accounting principles.
3
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompanying interim financial statements
of ELVENTIX TECHNOLOGY CORPORATION (the “Company”, “we”, “us” or “our”) have been prepared
without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. The interim financial statements are condensed and should be read in conjunction
with the Company’s audited financial statements and notes thereto for the fiscal year ended May 31, 2026, included in the Company’s
Annual Report on Form 10-K.
In the opinion of management, the financial
statements contain all material adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the
financial condition, results of operations and cash flows of the Company for the interim periods presented.
4
ELVENTIX TECHNOLOGY CORPORATION
BALANCE SHEETS
| |
August 31, 2026 (Unaudited) |
May 31, 2026 (Audited) |
| ASSETS |
|
|
| Current Assets |
|
|
| Cash and cash equivalents |
630 |
1,421 |
| Prepaid expenses |
18,400 |
14,000 |
| Total Current Assets |
19,030 |
15,421 |
| Other Assets |
|
|
| Intangible assets, net |
259,553 |
239,922 |
| Total Other Assets |
259,553 |
239,922 |
| TOTAL ASSETS |
278,583 |
255,343 |
| |
|
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
| Current Liabilities |
|
|
| Accounts payable |
347 |
199 |
| Deferred revenue |
28,810 |
18,090 |
| Promissory note payable |
163,000 |
163,000 |
| Total Current Liabilities |
192,157 |
181,289 |
| Long-Term Liabilities |
|
|
| Related party loan payable |
163,584 |
139,384 |
| Total Long-Term Liabilities |
163,584 |
139,384 |
| Total Liabilities |
355,741 |
320,673 |
| |
|
|
| Commitments and contingencies (Note 6) |
|
|
| |
|
|
| Stockholders’ Equity (Deficit) |
|
|
| Common stock, $0.001 par value; 75,000,000 shares authorized; 5,797,500 shares issued and outstanding as of August 31, 2026 and May 31, 2026 |
5,798 |
5,798 |
| Additional paid-in capital |
37,627 |
37,627 |
| Accumulated deficit |
(120,583) |
(108,755) |
| Total Stockholders’ Equity (Deficit) |
(77,158) |
(65,330) |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
278,583 |
255,343 |
The accompanying notes are an integral
part of these unaudited financial statements.
5
ELVENTIX TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
| |
Three months ended August 31, 2026 |
Three months ended August 31, 2025 |
| Revenues |
32,196 |
- |
| Total Revenues |
32,196 |
- |
| |
|
|
| Operating Expenses |
|
|
| Amortization expense |
16,009 |
10,627 |
| Professional fees |
14,473 |
8,526 |
| Server rental |
8,400 |
- |
| Research and development expense |
5,040 |
- |
| Dues and subscriptions |
87 |
- |
| Bank service charges |
15 |
76 |
| Total Operating Expenses |
44,024 |
19,229 |
| |
|
|
| Net loss from operations |
(11,828) |
(19,229) |
| Other income (expense) |
- |
- |
| Provision for income taxes |
- |
- |
| Net Loss |
(11,828) |
(19,229) |
| |
|
|
| Net loss per common share – basic and diluted |
$ (0.00) |
$ (0.00) |
| Weighted average number of common shares outstanding – basic and diluted |
5,797,500 |
4,500,000 |
The accompanying notes are an integral
part of these unaudited financial statements.
6
ELVENTIX TECHNOLOGY CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY (DEFICIT)
For the three months ended August 31,
2026 and 2025 (Unaudited)
| |
|
|
|
|
|
| |
Number of Shares |
Common Stock Amount |
Additional Paid-in Capital |
Accumulated Deficit |
Total |
| Balance as of May 31, 2026 |
5,797,500 |
5,798 |
37,627 |
(108,755) |
(65,330) |
| Net loss for the three months ended August 31, 2026 |
- |
- |
- |
(11,828) |
(11,828) |
| Balance as of August 31, 2026 (unaudited) |
5,797,500 |
5,798 |
37,627 |
(120,583) |
(77,158) |
| |
Number of Shares |
Common Stock Amount |
Additional Paid-in Capital |
Accumulated Deficit |
Total |
| Balance as of May 31, 2025 |
4,500,000 |
4,500 |
- |
(199) |
4,301 |
| Net loss for the three months ended August 31, 2025 |
- |
- |
- |
(19,229) |
(19,229) |
| Balance as of August 31, 2025 (unaudited) |
4,500,000 |
4,500 |
- |
(19,428) |
(14,928) |
The accompanying notes are an integral
part of these unaudited financial statements.
7
ELVENTIX TECHNOLOGY CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
| |
Three months ended August 31, 2026 |
Three months ended August 31, 2025 |
| CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
| Net loss |
(11,828) |
(19,229) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
| Amortization |
16,009 |
10,627 |
| Changes in operating assets and liabilities: |
|
|
| Increase in prepaid expenses |
(4,400) |
- |
| Increase in accounts payable |
148 |
- |
| Increase in deferred revenue |
10,720 |
- |
| Net cash provided by (used in) operating activities |
10,649 |
(8,602) |
| |
|
|
| CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
| Capitalized API development costs |
(35,640) |
- |
| Capitalized website development costs |
- |
(15,300) |
| Net cash used in investing activities |
(35,640) |
(15,300) |
| |
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
| Proceeds from related party loan payable |
24,200 |
21,805 |
| Net cash provided by financing activities |
24,200 |
21,805 |
| |
|
|
| NET DECREASE IN CASH |
(791) |
(2,097) |
| CASH, BEGINNING OF PERIOD |
1,421 |
2,500 |
| CASH, END OF PERIOD |
630 |
403 |
| |
|
|
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
|
|
| Cash paid for interest |
- |
- |
| Cash paid for income taxes |
- |
- |
| Expenses and vendor payables paid directly by related party on behalf of the Company (included in proceeds from related party loan payable) |
24,200 |
- |
The accompanying notes are an integral
part of these unaudited financial statements.
8
ELVENTIX TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
ELVENTIX TECHNOLOGY CORPORATION (the “Company”)
was incorporated under the laws of the State of Wyoming, U.S. on March 4, 2025 (Inception). The Company is an early-stage technology company
focused on the development and commercialization of “Smarterest,” a mobile news aggregation and content-curation application
designed to aggregate and deliver current news content, with functionality supporting personalized information delivery.
In addition, the Company offers subscription-based
access to an API that provides a selection of news sources, which are personalized and filtered. The API is designed to integrate into
third-party platforms and workflows, providing structured and continuously updated access to news content. The Company has adopted a May
31 fiscal year end.
NOTE 2 – GOING CONCERN
The financial statements have been prepared
on a going concern basis, which contemplates that the Company will be able to settle its obligations and make use of its assets in the
ordinary course of business in the foreseeable future. The Company incurred a net loss of $11,828 for the three months ended August 31,
2026, has an accumulated deficit of $120,583 and a working capital deficit of $173,127 as of August 31, 2026. In addition, the Company's
promissory note payable of $163,000 matures on November 14, 2026. Further losses are anticipated in the development of its business. These
conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these
financial statements are issued.
The Company’s capacity to operate
as a going concern is reliant on its ability to generate profitable operations in the future and/or to secure the required funding to
meet its obligations and settle liabilities resulting from standard business operations when they become due. Management plans to finance
operational expenses for the next twelve months by using available cash on hand and revenues from API subscriptions, as well as loans
from its director and/or a private offering of common stock. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements
The unaudited condensed interim financial
statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.
GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results
of operations for the three months ended August 31, 2026 are not necessarily indicative of the results expected for the full fiscal year
ending May 31, 2027 or for any future period. These financial statements should be read in conjunction with the Company’s audited
financial statements and notes for the fiscal year ended May 31, 2026. The balance sheet as of May 31, 2026 has been derived from the
audited financial statements at that date.
Basis of Presentation
The financial statements of the Company
have been prepared in accordance with U.S. GAAP and are presented in U.S. dollars.
Use of Estimates
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. The most significant estimates relate to the estimated useful lives of
intangible assets, the assessment of the recoverability of long-lived assets and the determination of the amount of revenue to be
deferred at each reporting date. Actual results could differ from those estimates.
9
Cash and Cash Equivalents
The Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment
purposes. As of August 31, 2026 and May 31, 2026, the Company’s cash balances were $630 and $1,421, respectively.
Prepaid Expenses
Prepaid expenses represent amounts paid
to secure the use of assets or the receipt of services at a future date and are charged to expense as consumed. As of August 31, 2026,
prepaid expenses of $18,400 consisted of prepaid server rental of $8,400 and prepaid professional services of $10,000. As of May 31, 2026,
prepaid expenses amounted to $14,000.
Intangible Assets
The Company follows the provisions of ASC
985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be
sold, leased or otherwise marketed be expensed in the period incurred unless the requirements for technological feasibility have been
established. The Company amortizes capitalized costs using the straight-line method over the estimated economic life of the product, commencing
when the asset is placed in service. See Note 5.
Impairment of Long-Lived Assets
The Company continually monitors events
and changes in circumstances that could indicate that carrying amounts of long-lived assets may not be recoverable. When such events or
changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying
value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less
than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the
fair value of the assets. No impairment was recognized during the three months ended August 31, 2026 and 2025.
Fair Value of Financial Instruments
ASC 820, Fair Value Measurements and Disclosures,
establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value: Level 1, observable inputs such
as quoted prices in active markets; Level 2, inputs other than quoted prices in active markets that are either directly or indirectly
observable; and Level 3, unobservable inputs in which little or no market data exists. The carrying values of cash, accounts payable and
the promissory note payable approximate fair value due to their short-term nature.
Revenue Recognition
The Company recognizes revenue in accordance
with ASC 606, Revenue from Contracts with Customers, by applying the five-step model: (1) identify the contract with a customer; (2) identify
the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance
obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
The Company offers API keys that grant
access to a limited number of API calls under basic, pro and custom subscription plans. Customers select a pricing plan on the Company’s
website and contact the Company. The Company’s policy requires payment upon issuance of an invoice; once payment is received, the
API key is delivered via email. API access is provided in the form of a unique, non-transferable key. Revenue is recognized ratably over
the subscription period during which the customer is granted access to the API. Consideration received in advance of the subscription
period is recorded as deferred revenue.
10
Revenue by subscription plan for the three
months ended August 31, 2026 was as follows:
| |
Three months ended August 31, 2026 |
Three months ended August 31, 2025 |
| Pro subscriptions |
18,410 |
- |
| Custom subscriptions |
13,187 |
- |
| Basic subscriptions |
599 |
- |
| Total revenues |
32,196 |
- |
Changes in deferred revenue for the three
months ended August 31, 2026 were as follows:
| |
Amount |
|
| Balance as of May 31, 2026 |
18,090 |
|
| Consideration received from customers |
42,916 |
|
| Revenue recognized |
(32,196) |
|
| Balance as of August 31, 2026 |
28,810 |
|
Revenue recognized during the three months
ended August 31, 2026 that was included in the deferred revenue balance as of May 31, 2026 amounted to $10,794. The Company expects to
recognize the deferred revenue balance as of August 31, 2026 as revenue within the next twelve months.
Concentrations
During the three months ended August 31,
2026, four customers accounted for approximately 24%, 17%, 17% and 12% of total revenues, respectively. The Company had no revenues during
the three months ended August 31, 2025.
Basic and Diluted Loss Per Share
The Company computes loss per share in
accordance with ASC 260-10-45, Earnings per Share. Basic loss per share is computed by dividing net loss available to common stockholders
by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential
common shares outstanding during the period. The Company has no potential dilutive instruments, and therefore basic and diluted loss per
share are equal.
Income Taxes
The Company follows the liability method
of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences
attributable to differences between the financial statement carrying values and their respective income tax bases (temporary differences).
The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes
the enactment date.
Dividends
The Company has not adopted any policy
regarding payment of dividends. No dividends have been paid during the periods presented.
Recent Accounting Pronouncements
The Company has reviewed all recent accounting
pronouncements issued through the date of issuance of these financial statements and does not believe any will have a material impact
on the Company’s financial results, other than as described below.
ASU 2023-09, Improvements to Income Tax
Disclosures. Effective for annual periods beginning after December 15, 2025, this update requires a disaggregated rate reconciliation
and disclosure of income taxes paid. The Company will apply the update in its annual financial statements for the fiscal year ending May
31, 2027 and expects increased disclosure but no impact on financial results.
ASU 2024-03, Disaggregation of Income Statement
Expenses. Effective for annual periods beginning after December 15, 2026, this update requires tabular disclosure of key expense components.
The Company expects increased disclosure but no impact on financial results.
ASU 2025-06, Targeted Improvements to the
Accounting for Internal-Use Software. Effective for annual periods beginning after December 15, 2027, this update removes references to
software development project stages and clarifies the threshold for capitalizing internal-use software costs. The Company is evaluating
the impact of this update on its accounting for capitalized API development costs.
11
NOTE 4 – COMMON STOCK
The Company has 75,000,000 common shares
authorized with a par value of $0.001 per share.
On May 15, 2025, the Company issued 4,500,000
shares of its common stock at $0.001 per share for total proceeds of $4,500 received from its CEO and director. During the fiscal year
ended May 31, 2026, the Company issued 1,297,500 shares of common stock at $0.03 per share for total cash proceeds of $38,925, of which
$1,298 was recorded as common stock and $37,627 as additional paid-in capital.
No shares of common stock were issued during
the three months ended August 31, 2026. There were 5,797,500 shares of common stock issued and outstanding as of August 31, 2026 and May
31, 2026.
NOTE 5 – INTANGIBLE ASSETS
The Smarterest mobile application acquired
for $212,538 was placed in service in June 2025 and is being amortized on a straight-line basis over an estimated useful life of 60 months.
Website development costs of $16,800 were placed in service in October 2025 and are being amortized over 36 months; an enhancement of
$8,400 was placed in service in May 2026 and is being amortized over the remaining useful life of the underlying asset of 29 months. Software
refactoring costs of $50,395 were placed in service in March 2026 and are being amortized over 60 months.
During the three months ended August 31,
2026, the Company capitalized API development costs of $35,640, which were placed in service in July 2026 and are being amortized over
an estimated useful life of 60 months.
Amortization expense was $16,009 and $10,627
for the three months ended August 31, 2026 and 2025, respectively.
Intangible assets consisted of the following:
| |
August 31, 2026 |
May 31, 2026 |
| Application |
212,538 |
212,538 |
| Website development |
25,200 |
25,200 |
| Software refactoring |
50,395 |
50,395 |
| API |
35,640 |
- |
| Total cost |
323,773 |
288,133 |
| Accumulated amortization |
(64,220) |
(48,211) |
| Intangible assets, net |
259,553 |
239,922 |
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Contractual Commitments
On January 8, 2026, the Company incurred
a contractual payment commitment of $50,415 in connection with software optimization. As of August 31, 2026, capitalized software refactoring
costs amounted to $50,395. During the three months ended August 31, 2026, the Company engaged a third-party software development vendor
for the development of its API; costs of $35,640 were capitalized and $7,200 were expensed under this engagement, and no amounts remained
payable to the vendor as of August 31, 2026.
Litigation
The Company was not subject to any legal
proceedings during the period from March 4, 2025 (Inception) to August 31, 2026 and no legal proceedings are currently pending or threatened
to the best of our knowledge.
NOTE 7 – PROMISSORY NOTE PAYABLE
On May 15, 2025, the Company acquired
the “Smarterest” mobile application and related source code from Smarterest Incorporated for total consideration of
$212,538 pursuant to an Application Sale Agreement. The purchase price consisted of $24,000 payable in accordance with the payment
schedule set forth in the Application Sale Agreement and a non-interest-bearing promissory note in the principal amount of $188,538.
The promissory note had an original maturity date of November 14, 2025. On November 13, 2025, the promissory note was amended to
extend the maturity date to December 31, 2025. In accordance with ASC 470, Debt, the Company has recognized the promissory note at
its face value as the impact of discounting is immaterial. No interest expense was recorded in connection with this note.
12
On December 31, 2025, Smarterest Incorporated
assigned all of its rights, title and interest under the promissory note, including the outstanding principal balance of $163,000, to
360 DIGITAL LLC pursuant to an Assignment of Rights under a Promissory Note. The Company received formal notice of such assignment. Following
the assignment, the Company is obligated to make all payments under the promissory note to 360 DIGITAL LLC. The assignment does not modify,
discharge or otherwise affect the Company's obligations under the promissory note, which remain in full force and effect. Following second
amendment to Promissory Note dated December 31, 2025, the maturity date was extended from December 31, 2025 to November 14, 2026.
If the Company defaults at maturity, the
entire principal becomes immediately due and payable at the lender’s discretion, and while no interest shall accrue on overdue amounts,
the Company is obligated to fully repay the principal and reimburse the lender for all reasonable collection costs, including attorneys’
fees.
As of August 31, 2026 and May 31, 2026,
the outstanding principal balance of the promissory note was $163,000, and no repayments were made during the three months ended August
31, 2026. The promissory note matures on November 14, 2026 and is classified as a current liability as its maturity date falls within
twelve months of the balance sheet date.
NOTE 8 – RELATED PARTY TRANSACTIONS
On May 5, 2025, the Company’s CEO
and director has entered into a loan agreement (the “Loan Agreement”) under which he committed to provide up to $200,000 of
financial support over a five-year period. The commitment was subsequently increased to $300,000 by amendment in order to cover the repayment
of the promissory note dated August 1, 2025. The loan is intended for working capital purposes, is unsecured, interest-free, and has maturity
date of May 4, 2030; accordingly, it is classified as a long-term liability.
During the three months ended August 31,
2026, the CEO and director advanced $24,200 to the Company, consisting of payments made directly on behalf of the Company of $5,600 to
a server rental provider and $18,600 to a third-party software development vendor. As of August 31, 2026 and May 31, 2026, the amount
due to the related party was $163,584 and $139,384, respectively.
On May 15, 2025, the Company issued 4,500,000
shares of its common stock at $0.001 per share for total proceeds of $4,500 received from its CEO and director.
NOTE 9 – INCOME TAXES
As of August 31, 2026, the Company had
net operating loss (“NOL”) carry-forwards for U.S. federal income tax purposes of approximately $120,583 that may be carried
forward indefinitely, subject to an 80% of taxable income limitation. No tax benefit has been recorded with respect to these NOL carry-forwards,
as management believes that the realization of the Company’s net deferred tax assets of approximately $25,322 is not more likely
than not; accordingly, the potential tax benefits are fully offset by a valuation allowance.
Components of deferred tax assets are as follows:
| |
August 31, 2026 |
May 31, 2026 |
| Net operating loss carry-forward |
120,583 |
108,755 |
| Statutory tax rate |
21% |
21% |
| Expected income tax benefit from NOL carry-forward |
25,322 |
22,838 |
| Less: valuation allowance |
(25,322) |
(22,838) |
| Deferred tax asset, net of valuation allowance |
- |
- |
13
The actual tax benefit differs from the
expected tax benefit computed at the statutory rate of 21% as follows:
| |
Three months ended August 31, 2026 |
Three months ended August 31, 2025 |
| Computed “expected” tax benefit |
(2,484) |
(4,038) |
| Change in valuation allowance |
2,484 |
4,038 |
| Actual tax expense (benefit) |
- |
- |
NOTE 10 – SUBSEQUENT EVENTS
The Company has evaluated subsequent
events from August 31, 2026 through October 14, 2026, the date the financial statements were issued. On September 15, 2026, FINRA determined
that Glendale Securities, Inc. had demonstrated compliance with FINRA Rule 6432 and Rule 15c2-11 under the Securities Exchange Act of
1934 and could initiate a priced quotation for the Company’s common stock, trading under the symbol ELVX, on OTC Link ATS at a
quoted bid price of $0.0300 and an ask price of $0.0500. As of October 14, 2026, the Company’s common stock had not commenced trading.
On September 30, 2026, the Company’s lender, Tallis Mateus Da Silva, who is also a director of the Company, voluntarily agreed
to forgive the Company’s outstanding debt in the principal amount of $163,584. Following such forgiveness, the outstanding principal
balance under the Loan Agreement shall be $0. The debt was forgiven in full without any payment or other consideration from the Company.
As a result, the Company is no longer obligated to repay the $163,584 outstanding debt owed to Mr. Tallis Mateus Da Silva.
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
The following discussion should be read
in conjunction with our unaudited financial statements and the related notes appearing elsewhere in this quarterly report and with our
audited financial statements for the fiscal year ended May 31, 2026 included in our Annual Report on Form 10-K.
Overview
ELVENTIX TECHNOLOGY CORPORATION (the “Company”)
was incorporated in the State of Wyoming on March 4, 2025 and is an early-stage technology company focused on the development and commercialization
of “Smarterest,” a mobile news aggregation and content-curation application, and on subscription-based access to an API that
provides personalized and filtered news sources. The Company owns the Smarterest application, including the underlying source code and
all associated intellectual property rights, acquired on May 15, 2025 under an Application Sale Agreement with Smarterest Incorporated.
During the three months ended August 31, 2026, the Company completed an upgrade and enhancement of its existing API service pursuant to
an API Upgrade Agreement entered into on June 1, 2026. The upgrade work was completed on July 17, 2026, following which the enhanced API
was deployed for use. The underlying API had originally been developed and completed on March 25, 2026. The Company's current principal
address is Avinguda de Blondel, 21, 25002 Lleida, Spain. As of the date of this report, the Company has no full-time employees and relies
on technology consultants and third-party development firms.
Results of Operations for the three months ended August
31, 2026 compared to the three months ended August 31, 2025
| |
Three months ended Aug. 31, 2026 |
Three months ended Aug. 31, 2025 |
Change |
| Revenues |
32,196 |
- |
32,196 |
| Amortization expense |
16,009 |
10,627 |
5,382 |
| Professional fees |
14,473 |
8,526 |
5,947 |
| Server rental |
8,400 |
- |
8,400 |
| Research and development expense |
5,040 |
- |
5,040 |
| Dues and subscriptions |
87 |
- |
87 |
| Bank service charges |
15 |
76 |
(61) |
| Total operating expenses |
44,024 |
19,229 |
24,795 |
| Net loss |
(11,828) |
(19,229) |
7,401 |
Revenues. For the three
months ended August 31, 2026, the Company generated revenues of $32,196 from API subscriptions, compared to no revenues for the three
months ended August 31, 2025. Revenues consisted of pro subscriptions of $18,410, custom subscriptions of $13,187 and basic subscriptions
of $599. During the quarter the Company received $42,916 from customers, and deferred revenue increased from $18,090 as of May 31, 2026
to $28,810 as of August 31, 2026.
Operating expenses. Total
operating expenses for the three months ended August 31, 2026 were $44,024, compared to $19,229 for the three months ended August 31,
2025, an increase of $24,795. The increase was primarily attributable to server rental expense of $8,400 and research and development
expense of $5,040 related to the operation and development of the API, both of which were not incurred in the comparative period, an
increase in professional fees of $5,947 and an increase in amortization expense of $5,382 resulting from software refactoring costs,
website development costs and API development costs placed in service after August 31, 2025. Professional fees of $14,473 consisted primarily
of audit and review fees, technical support consulting, transfer agent and legal fees.
14
Net loss. As a result of
the foregoing, the Company recorded a net loss of $11,828, or $(0.00) per share, for the three months ended August 31, 2026, compared
to a net loss of $19,229, or $(0.00) per share, for the three months ended August 31, 2025.
Liquidity and Capital Resources
As of August 31, 2026, the Company had
cash of $630 (May 31, 2026: $1,421), total current assets of $19,030 (May 31, 2026: $15,421), total assets of $278,583 (May 31, 2026:
$255,343), total current liabilities of $192,157 (May 31, 2026: $181,289) and total liabilities of $355,741 (May 31, 2026: $320,673).
The Company had a working capital deficit of $173,127 and a total stockholders’ deficit of $(77,158) as of August 31, 2026, compared
to a working capital deficit of $165,868 and a stockholders’ deficit of $(65,330) as of May 31, 2026.
Our liabilities as of August 31, 2026 consisted
of accounts payable of $347, deferred revenue of $28,810, a promissory note payable of $163,000 maturing on November 14, 2026, and a related
party loan payable of $163,584 owed to our CEO and director. The available capital reserves of the Company are not sufficient for the
Company to remain operational. The Company depends on continued financial support from its CEO and director under the Loan Agreement described
in Note 8 to the financial statements, on revenues from API subscriptions and on its ability to raise additional capital.
| |
Three months ended Aug. 31, 2026 |
Three months ended Aug. 31, 2025 |
| Net cash provided by (used in) operating activities |
10,649 |
(8,602) |
| Net cash used in investing activities |
(35,640) |
(15,300) |
| Net cash provided by financing activities |
24,200 |
21,805 |
| Net decrease in cash |
(791) |
(2,097) |
Cash from operating activities.
Net cash provided by operating activities for the three months ended August 31, 2026 was $10,649, compared to net cash used in
operating activities of $8,602 for the three months ended August 31, 2025. The change reflects cash collected from API subscriptions in
advance of the subscription periods (an increase in deferred revenue of $10,720), partially offset by the net loss adjusted for non-cash
amortization and an increase in prepaid expenses of $4,400.
Cash used in investing activities.
Net cash used in investing activities for the three months ended August 31, 2026 was $35,640, consisting of capitalized API development
costs, compared to $15,300 of capitalized website development costs for the three months ended August 31, 2025.
Cash provided by financing activities.
Net cash provided by financing activities for the three months ended August 31, 2026 was $24,200, consisting of advances under
the Loan Agreement with our CEO and director, which were paid directly to vendors on behalf of the Company, compared to $21,805 of related
party advances for the three months ended August 31, 2025.
Going Concern
The Company has an accumulated deficit
of $120,583 as of August 31, 2026, and further losses are anticipated in the development of its business. These conditions, together with
the working capital deficit and upcoming debt maturities, raise substantial doubt about the Company’s ability to continue as a going
concern. Management plans to finance operational expenses for the next twelve months by using available cash on hand and subscription
revenues, as well as loans from its director and/or a private offering of common stock.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Estimates
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 the reported amounts of revenues and expenses. We believe the most significant estimates relate to the
estimated useful lives of intangible assets, the assessment of the recoverability of long-lived assets and the determination of the
amount of revenue to be deferred at each reporting date. There have been no material changes to our critical accounting estimates
from those disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026.
15
Item 3. Quantitative and Qualitative Disclosures About
Market Risk.
As a smaller reporting company, we are
not required to provide the information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation as of August
31, 2026, under the supervision and with the participation of our management, including our principal executive officer and principal
financial officer, who are one and the same, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded
that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within
the required time periods and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required
disclosure. This conclusion is based on the material weaknesses in internal control over financial reporting described in our Annual Report
on Form 10-K for the fiscal year ended May 31, 2026, including the lack of segregation of duties, the absence of an audit committee with
an independent financial expert, the lack of personnel with U.S. GAAP expertise and insufficient information technology controls.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control
over financial reporting during the quarter ended August 31, 2026 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
16
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
During the period ended August 31, 2026,
there were no pending or threatened legal actions against us.
Item 1A. Risk Factors.
As a smaller reporting company, we are
not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds.
Unregistered Sales of Equity Securities.
There were no unregistered sales of equity
securities during the three months ended August 31, 2026.
Use of Proceeds from Registered Offering.
The Company’s Registration Statement
on Form S-1 (File No. 333-289122) relating to the offering of up to 4,000,000 shares of common stock at $0.03 per share was declared effective
by the Securities and Exchange Commission on December 8, 2025. As of August 31, 2026, the Company had sold 1,297,500 shares under the
offering for gross proceeds of $38,925, all of which were received during the fiscal year ended May 31, 2026. No shares were sold under
the offering during the three months ended August 31, 2026.
As of August 31, 2026, all of the net proceeds
from the offering had been used. The proceeds have been used for working capital purposes, including the development of the Company’s
application, website and API and SEC reporting costs. As of August 31, 2026, no proceeds from the offering remained unused.
Item 3. Defaults Upon Senior Securities.
None. See Note 7 to the financial statements
regarding the promissory note payable, which matures on November 14, 2026.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the quarter ended August 31, 2026,
none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading
arrangement,” as each term is defined in Item 408 of Regulation S-K. There is no other information required to be disclosed under
this item that has not previously been reported.
Item 6. Exhibits.
| Exhibit No. |
|
Description |
| 31.1 |
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). |
| |
|
|
| 32.1 |
|
Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. |
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.
| |
|
|
|
| |
ELVENTIX TECHNOLOGY CORPORATION |
| |
|
|
| Date: October 14, 2026 |
By: |
/s/ |
Tallis Mateus Da Silva |
| |
|
Name: |
Tallis Mateus Da Silva |
| |
|
Title: |
President, Director, Treasurer and Secretary |
| |
|
|
(Principal Executive, Financial and Accounting Officer) |
| |
By: |
/s/ |
Jose Alejandro Bejarano Velasquez |
| |
|
Name: |
Jose Alejandro Bejarano Velasquez |
| |
|
Title: |
Director |
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
| Signature |
Title |
Date |
/s/ Tallis Mateus Da Silva
Tallis Mateus Da Silva |
President, Director, Treasurer and Secretary (Principal Executive, Financial and Accounting Officer) |
October 14, 2026 |
/s/ Jose Alejandro Bejarano Velasquez
Jose Alejandro Bejarano Velasquez |
Director |
October 14, 2026 |
17
