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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 10-K
[X] ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal
year ended May 31, 2026
[ ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition
period from _________ to ________
Commission
file number: 000-56781
Global-Smart.Tech
Inc.
(Exact name
of registrant as specified in its charter)
| Wyoming |
|
98-1664763 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
| |
|
|
| Kava b.b., 85320, Tivat, Montenegro |
|
7370 |
| (Address of principal executive offices) |
|
(Primary Standard Industrial Classification Number) |
Registrant’s telephone
number: +1205-2165924
Securities
registered under Section 12(b) of the Exchange Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate
by checkmark 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 emerging growth company.
| [ ] Large accelerated filer |
[ ] Accelerated filer |
| [X] Non-accelerated filer |
[X] Smaller reporting company |
| |
[X] Emerging growth company |
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
If securities
are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. [ ]
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Through
of May 31, 2026, there was 0 established public trading market for our common stock. Accordingly, the aggregate market value of
voting and non-voting common equity held by non-affiliates cannot be calculated based on public trading prices.
| Class |
Outstanding as of August 12, 2026 |
| Common Stock: $0.001 |
3,134,780 |
2
TABLE
OF CONTENTS
| |
|
Page |
| |
PART I |
|
| Item 1. |
Business |
4 |
| Item 1A. |
Risk Factors |
6 |
| Item 1B. |
Unresolved Staff Comments |
6 |
| Item 1C. |
Cybersecurity |
6 |
| Item 2. |
Properties |
6 |
| Item 3. |
Legal Proceedings |
6 |
| Item 4. |
Mine Safety Disclosures |
6 |
| |
|
|
| |
PART II |
|
| Item 5. |
Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities |
7 |
| Item 6. |
Selected Financial Data |
7 |
| Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
8 |
| Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
11 |
| Item 8. |
Financial Statements and Supplementary Data |
11 |
| Item 9. |
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure |
11 |
| Item 9A. |
Controls and Procedures |
11 |
| Item 9B. |
Other Information |
13 |
| Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
13 |
| |
|
|
| |
PART III |
|
| Item 10. |
Directors, Executive Officers and Corporate Governance |
14 |
| Item 11. |
Executive Compensation |
17 |
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
18 |
| Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
18 |
| Item 14. |
Principal Accountant Fees and Services |
18 |
| |
|
|
| |
PART IV |
|
| Item 15. |
Exhibits, Financial Statement Schedules |
19 |
| Item 16. |
Form 10-K Summary |
19 |
| |
Signatures |
20 |
3
PART
I
Forward-Looking
Statements
This Annual
Report on Form 10-K contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Certain
statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives,
and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.”
These forward-looking statements generally are identified by the words “believes,” “project,” “expects,”
“anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and
future prospects on a consolidated basis include but are not limited to: changes in economic conditions, legislative/regulatory changes,
availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should
also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
ITEM 1.
Business
General
information about our Company
Global-Smart.Tech Inc. (“the Company”, “we”, “us” or “our”) was incorporated on April
15, 2022 under the laws of the State of Wyoming United States of America. We provide cloud rendering services, operating an advanced platform
designed for 3D interior designers and visualization professionals. The platform leverages graphics processing units (“GPUs”)
to support rendering workflows and improve processing efficiency. Our website is located at https://global-smart.tech.
Plan of Operations
The Company’s business
model centers on cloud rendering services. The Company intends to support future revenue growth by increasing available rendering capacity,
enhancing its platform’s functionality, and continuing to market its services to 3D interior designers, visualization professionals,
and other potential users. As customer demand and platform utilization increase, the Company expects to generate additional revenue from
the sale of rendering capacity. However, the Company’s ability to achieve sustained revenue growth and profitability will depend
on customer adoption, operating costs, access to sufficient computing resources, and the availability of additional financing, if required.
4
Monetization Strategy
We generate revenue primarily
through the sale of pricing plans for our cloud rendering services, which are provided through our online platform. Clients initiate a
project request by contacting our team via the “Contacts” section of our website (https://global-smart.tech/contacts/). Following
this initial contact, clients are required to submit a link to their project files stored in a cloud-based storage service.
Once the files are received,
our specialists conduct a comprehensive evaluation of the project. This includes analyzing the file contents, assessing data volume, scene
complexity, and necessary rendering parameters. Based on this assessment, we recommend the most suitable pricing plan that aligns with
the project’s technical requirements and the client’s needs.
Our pricing plans vary based
on the number of video cards (10, 25, or 40 GPUs) allocated to the rendering process, as well as the estimated rendering time, which starts
at a minimum of 5 hours. Upon acceptance of the quote, the client proceeds with payment. Following receipt of payment in full, the rendering
process commences. The completed project is then delivered to the client via the email address provided in their initial request.
This consultative and tailored
workflow enables us to efficiently allocate computing resources and deliver high-quality output while ensuring transparency in pricing
and service terms.
Our primary target customers
include 3D interior designers and visualizers in the design industry. We aim to offer a range of flexible and competitive pricing options
to attract clients and maximize revenue potential. This revenue stream is a key driver of our financial growth and sustainability in the
foreseeable future.
Marketing
As part of its future growth
initiatives, the Company intends to evaluate online marketing as a primary strategy for attracting new users and increasing awareness
of its cloud rendering services.
Employees
As of May 31, 2026, the Company had
one employee, Yehor Rodin, President, CEO, Treasurer, Secretary, Director, and two independent directors, Genismarlon Da Silva Nunes,
and Leonel Agustin Peleriti, who are not considered employees. The Company may consider hiring more employees if the need arises.
Offices
Our current registered office
is located at Kava b.b., 85320 Tivat, Montenegro. Our telephone number is +12052165924.
5
ITEM 1A.
Risk Factors
Not
required for smaller reporting companies.
ITEM 1B.
Unresolved Staff comments
Not
required for smaller reporting companies.
ITEM
1C. Cybersecurity
The
security of information is under management control and ensured by internal security rules applied.
ITEM 2.
Properties
Our principal
executive offices are located at Kava b.b., 85320 Tivat, Montenegro. Our telephone number is +12052165924.
ITEM 3.
Legal Proceedings
We are not
currently a party to any legal proceedings, nor to the knowledge of management is any litigation threatened against us, which may materially
affect us.
ITEM 4.
Mine Safety Disclosures
Not applicable.
6
PART
II
ITEM 5.
Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
The
Company stock is currently not trading on any exchange. We cannot assure that any market will develop or be sustained for our shares.
Holders
of Our Common Stock
As
of May 31, 2026, the 6,134,780 issued and outstanding shares of common stock were held by a total of 50 shareholders of record.
Dividends
The Company
has never declared or paid cash dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future.
Securities
Authorized for Issuance under Equity Compensation Plans
During the
fiscal years ended May 31, 2026 and 2025, the Company had no equity compensation plans and no securities authorized for issuance under
any equity compensation plan.
Recent
Sales of Unregistered Securities. Recent Sales of Registered Securities
During the
fiscal year ended May 31, 2026 and 2025, the Company did not sell any unregistered securities. The Company’s registration statement
on Form S-1 was declared effective on September 16, 2024, and the offering terminated on June 17, 2025. The Company sold an aggregate
of 1,134,780 shares of common stock at a price of $0.03 per share for aggregate gross proceeds of $34,044. Of
these shares, 894,680 shares were sold during the fiscal year ended May 31, 2025, and 240,100 shares were sold during
the fiscal year ended May 31, 2026.
ITEM 6.
Selected Financial Data
Not applicable.
7
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
We are a
company in the development stage with limited operations. Although we have begun generating revenue from our activities, we continue to
incur net losses.
The following discussion
of our financial condition and results of operations should be read in conjunction with (i) our audited financial statements as of May
31, 2026, that appear elsewhere in this filing. This filing contains certain forward-looking statements and our future operating results
could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward- looking statements. Given these uncertainties, readers are cautioned not to place
undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results
of any revisions of the forward -looking statements contained herein to reflect future events or developments.
Going
Concern
As of May 31, 2026, Global-Smart.Tech
Inc. had an accumulated deficit of $374,373. During the year ended May 31, 2026, the Company reported a net loss of $103,768 and used
cash in operations of $24,375. These factors raise substantial doubt about our ability to continue as a going concern.
Our ability to continue as a going concern
is dependent upon our generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations
and repay our liabilities arising from normal business operations when they come due. Our management intends to finance operating costs
over the next twelve months with related party loans and the sale of common stock. While we believe that we will be successful in obtaining
the necessary financing and generating revenue to fund our operations, meet regulatory requirements, and achieve commercial goals, there
are no assurances that such additional funding will be achieved and that we will succeed in our future operations.
Our auditors have issued a
going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for
the next twelve months.
Results of Operations for the Years
Ended May 31, 2026 and 2025
Total revenue for the year ended May 31, 2026
was $79,156 and $6,868 was generated for the year ended May 31, 2025.
8
Total expenses for the year ended May 31, 2026 were
$182,924, made up of professional fees of $43,441, depreciation expense of $74,198, IT & software expenses of $52,115, marketing services
of $12,740, office expenses of $260 and bank service charges of $170.
Total expenses for the year ended May 31, 2025 were
$131,242, made up of office expenses of $15, professional fees of $29,513, IT & software expenses of $1,905, platform expense of $25,550,
business licenses and permits of $60, bank service charges of $2, and depreciation expense of $74,197.
The increases in revenue and expenses in the current
year were mostly due to the general overall growth of the Company. Total expenses increased by $51,682, a necessary investment to support
our commercial activities. Key expenditures, such as the $52,115 in IT & software expenses, which was an increase of $50,210 from
the prior year, directly enabled the technology and infrastructure required for our business model.
For the year ended May 31, 2026 and 2025, the Company recorded a net loss
of $103,768 and $124,374, respectively.
Liquidity and Capital Resources
As of May 31, 2026, we had limited current assets
of $9,100, have recurring losses, have an accumulated deficit, and continue to use cash in operations. These factors raise substantial
doubt about our ability to continue as a going concern. In the opinion of our management, additional funding is required to meet our development
goals for the next twelve months. While there are currently no guarantees, we expect to be able to generate revenue primarily through
the sale of pricing plans for our cloud rendering services.
We have generated revenue of $86,024 since inception
on April 15, 2022. We will require additional funds to implement our plans. These funds may be raised through equity financing, debt financing,
or other sources, which may result in the dilution in the equity ownership of our shares. We will also need more funds if the operations
of our cloud rendering platform cost more than we have budgeted. Our future depends upon our ability to obtain further financing, the
successful operations of business, a successful marketing and promotion program, attraction, and, further in the future, achieving a profitable
level of operations.
Operating Activities
We used $24,375 of cash in net operating activities
for the year ended May 31, 2026 and $38,922 for the year ended May 31, 2025. The primary allocation of cash has been directed towards
general working capital needs, reflecting the ongoing operational requirements of the business.
Investing Activities
Our Company made no net investments during
the years ending ended May 31, 2026 and 2025.
9
Financing Activities
For the years ended May 31, 2026 and 2025 we had cash
of $11,513 and $51,865 provided by financing activities. During the year ended May 31, 2026 we received $7,203 in cash proceeds from the
sale of common stock ($26,841 during the year ended May 31, 2025). As well, during the year ended May 31, 2026, Mr. Rodin, our CEO, advanced
$4,310 to pay for company expenses ($26,224 during the year ended May 31, 2025), and no repayments were made during the year ended May
31, 2026 ($1,200 was repaid during the year ended May 31, 2025). As of May 31, 2026 total advances from Mr. Rodin were $434,425.
Off Balance
Sheet Arrangements
We do not have any off-balance
sheet arrangements that would significantly impact our financial health, revenues, expenses, or liquidity for investors now or in the
future.
Critical
Accounting Policies
Our
financial statements and the notes that go with them follow U.S. generally accepted accounting principles (“US GAAP”), and
we've applied these principles consistently. To prepare these statements according to US GAAP, our management has to make estimates and
assumptions. These estimates impact the reported values of assets and liabilities, the details about potential assets and liabilities
on the date of the statements, and the revenue and expenses reported for the periods covered.
We
consistently review the accounting policies and estimates used in preparing our financial statements. Generally, our management's estimates
are based on past experience, information from outside experts, and other assumptions considered reasonable given the situation. However,
the actual results might turn out differently from these estimates.
We consider
our critical accounting policies to be those related to determining the amount of revenue to be billed, the timing of revenue recognition,
stock-based compensation, capitalization and related amortization of intangible assets, impairment of assets, and the fair value of liabilities.
Recent
Accounting Pronouncements
In November 2024, the FASB issued
ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation
of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to,
purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal
years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption
is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to
determine its impact on the Company's disclosures.
10
The Company has considered all
other new pronouncements and management has determined that there have been no additional recently adopted or issued accounting standards
that had, or will have, a material impact on its financial statements.
ITEM
7A. Quantitative and Qualitative Disclosures About Market Risk
Not
applicable for smaller reporting companies.
ITEM 8.
Financial Statements and Supplementary Data
The Company’s
Financial Statements required by Item 8, together with the reports therein of the Independent Registered Public Accounting Firm are set
forth on pages F-1 through F-14 of this report and are incorporated by reference in this Item 8.
ITEM 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
There were
no changes in or disagreements with accountants on accounting or financial disclosure during the fiscal year ended May 31, 2026.
ITEM 9A.
Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Our management is responsible for establishing
and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that
is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.
Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that
it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive
officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
An evaluation was conducted under the supervision
and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures
as of May 31, 2026. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective
as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms.
11
Management’s
Report on Internal Control over Financial Reporting
Management is responsible for putting in place
and maintaining a reliable system of internal controls over financial reporting. This process is designed to offer reasonable assurance
that the Company's financial statements are accurate and prepared in line with U.S. generally accepted accounting principles (“US
GAAP”). However, no internal control system is foolproof and might not prevent or detect all misstatements.
Projections
of how well these controls will work in the future could be inaccurate because conditions may change, or people may not follow the procedures
as they should. With the involvement of management, including the Chief Executive Officer and Chief Financial Officer, the Company evaluated
its internal controls as of May 31, 2026, using the criteria established in “Internal Control – Integrated Framework”
issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO-2013”).
In the Company’s
assessment of the effectiveness on internal controls over financial reporting as of May 31, 2026, it found the following material weaknesses:
-Inadequate
Control Structure: The Company lacks an effective internal control structure due to its small size, which means it doesn't have adequate
risk assessment procedures, lacks controls over information and communication, and lacks effective monitoring controls.
-Lack of
Segregation of Duties and Accounting Expertise: The Company has one employee and two non-employee directors and there are no reviews
in place or control activities set up to ensure adequate financial reporting. The Company also lacks accounting staff with enough knowledge
of US GAAP and SEC rules. While not legally required to have an audit committee, management believes one is crucial for effective control.
The current Board of Directors acts as the audit committee but does not include an independent financial expert to oversee management's
activities.
-Missing
Information Technology Controls: The Company stores its financial data and important agreements, but it has no formal procedures for
backing up data or storing it off-site to prevent loss from theft or other events. Additionally, there are no IT controls to prevent changes
or errors in financial reporting.
As a result
of these material weaknesses, management has concluded that there is a reasonable possibility that a significant misstatement in the Company's
financial statements could go undetected. Therefore, the Company's internal control over financial reporting was not effective as of May
31, 2026.
Changes
in Internal Controls
There were no changes in our internal control
over financial reporting that occurred during the Company’s fiscal year ending May 31, 2026 that materially affect, or are reasonably
likely to materially affect, our internal control over financial reporting.
12
ITEM 9B.
Other Information
None.
ITEM 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
13
PART
III
ITEM 10.
Directors, Executive Officers and Corporate Governance
The following
table sets forth the name and positions of our executive officer and director as of the date of this Annual Report.
| Name |
|
Age |
|
Positions |
| |
|
|
|
|
| Yehor Rodin |
|
39 |
|
President, CEO, Director, Treasurer and Secretary |
| Genismarlon Da Silva Nunes |
|
30 |
|
Independent Director |
| Leonel Agustin Peleriti |
|
26 |
|
Independent Director |
Set forth
below is a brief description of the background and business experience of our executive officer and director:
Yehor Rodin – President,
CEO, Director, Treasurer and Secretary
Mr. Rodin has served
as President, CEO, Director, Treasurer and Secretary of the Board of Directors since the incorporation of Global-Smart.Tech Inc. on April
15, 2022. He has been responsible for overseeing all of its operations, including managing the intellectual property portfolio and information
technology. Mr. Rodin's expertise stems from his educational background in Automation and Computer-Integrated Technologies, which he earned
from Odesa National Maritime Academy in 2010. He has been self- employed since 2012, operating in various areas of the crypto industry,
such as cryptocurrency investment, blockchain, Bitcoin fundamentals, and cryptocurrency algorithmic trading.
Genismarlon
Da Silva Nunes – Independent Director
On March
31, 2025, the Board of Directors Global-Smart.Tech Inc., appointed Genismarlon Da Silva Nunes to serve as an Independent Director
of the Global-Smart.Tech Inc. Mr. Da Silva Nunes holds a Master’s degree in Creative Economy Management from ESPM (Escola Superior
de Propaganda e Marketing), Brazil. From 2018 to 2021, Mr. Da Silva Nunes worked as a Digital Marketing Manager at VTEX, based in
Rio de Janeiro, Brazil, a cloud-based e-commerce platform, where he was responsible for leading digital marketing strategies for the Company's
international clients, overseeing online campaigns, and optimizing customer engagement. In 2021, Mr. Da Silva Nunes joined Accenture
in Madrid, Spain, as a Senior Digital Strategy Consultant. As part of his role, he collaborated with teams developing cloud-rendering
solutions for media and entertainment clients, enhancing real-time content delivery and visualization.
14
Leonel
Agustin Peleriti – Independent Director
On March 31, 2026, the Board of
Directors Global-Smart.Tech Inc., appointed Leonel Agustin Peleriti to serve as an Independent Director of the
Global-Smart.Tech Inc. Mr. Peleriti holds a Bachelor’s degree in Information Systems Engineering from the National
University of Córdoba, Argentina. From 2020 to 2023, Mr. Peleriti served as a Technology Solutions Analyst at Mercado Libre,
headquartered in Buenos Aires, Argentina, where he focused on data-driven process optimization and digital infrastructure
enhancements supporting cross-border e-commerce operations. In this role, he collaborated with engineering and product teams to
implement scalable cloud-based solutions and improve transactional security protocols.
Term of
Office
Our directors
are elected to hold office until the next annual meeting of the shareholders and until their respective successors have been elected and
qualified. Our executive officers are appointed by our board of directors and hold office until removed by our board of directors or until
their successors are appointed.
Family
Relationships
There are
no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or
executive officers.
Involvement
in Certain Legal Proceedings
During the
past 10 years, none of our current directors, nominees for directors or current executive officers has been involved in any legal proceeding
identified in Item 401(f) of Regulation S-K, including:
1. Any petition
under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was
appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within
two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or
within two years before the time of such filing;
2. Any conviction
in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. Being
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining him or her from, or otherwise limiting, the following activities:
i. Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or
as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection
with such activity;
15
ii.
Engaging in any type of business practice; or
iii.
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal
or State securities laws or Federal commodities laws;
4.
Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity
Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such
activity;
5.
Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law,
and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6.
Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any
Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated;
7.
Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of:
i.
Any Federal or State securities or commodities law or regulation; or
ii.
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or
prohibition order; or
iii.
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Being
subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of
the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member.
16
Board
Committees
The Company
does not currently have any separately designated standing committees of the Board of Directors, including an audit committee, compensation
committee, or nominating committee. Due to the Company’s limited size, the Board of Directors performs the functions that would
otherwise be performed by such committees. The Company may establish separate Board committees in the future as its business develops
and as required by applicable rules and regulations.
Code of
Ethics
As of May
31, 2026, we had not adopted a Code of Ethics. We believe that the small number of board and management members do not yet warrant the
adoption of a Code of Ethics.
ITEM
11. Executive Compensation
The table
below summarizes all compensation awarded to, earned by, or paid to our President and Independent Directors for the fiscal years ended
May 31, 2026 and 2025.
| Summary Compensation Table |
| |
| Name and principal position |
|
Year |
|
|
Salary
($) |
|
|
Bonus
($) |
|
|
Stock
Awards
($) |
|
|
Option
Awards
($) |
|
|
All Other
Compensation
($) |
|
|
Total
($) |
|
| Yehor Rodin |
|
|
2026 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| (President, CEO, Director, Treasurer and Secretary) |
|
|
2025 |
|
|
|
25,550 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Genismarlon Da Silva Nunes |
|
|
2026
2025 |
|
|
|
-
- |
|
|
|
-
- |
|
|
|
-
- |
|
|
|
-
- |
|
|
|
-
- |
|
|
|
-
- |
|
| Independent Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leonel Agustin Peleriti
Independent Director |
|
|
2026
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
17
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Directors
and Executive Officers
The following
table sets forth the beneficial ownership of our common stock as of August 12, 2026 (and the percentages of outstanding shares represented
by such beneficial ownership) of (i) each director, (ii) the current directors identified in the “Summary Compensation Table”
contained in this Form 10-K and (iii) all current directors and executive officers as a group.
Except as
otherwise indicated, we believe that the beneficial owners of the common stock listed below, based on information provided by such owners,
have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Persons, who have
the power to vote or dispose of common stock of the Company, either alone or jointly with others, are deemed to be beneficial owners of
such common stock.
| Beneficial Owner |
Number of Shares |
Owned Percent of Class |
| Yehor Rodin |
2,000,000 |
63.80% |
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
On September 2, 2024 the current
loan agreement with our President, Yehor Rodin, was amended again to increase the loan amount by $100,000, for a maximum loan amount of
$550,000.
As of May 31, 2026 Mr. Rodin was owed $434,425
under the loan agreement. During the year ended May 31, 2026 Mr. Rodin advanced $4,310 and no repayments were made. This loan is for working
capital purposes and is unsecured, interest-free, and has no fixed payment terms other than the maturity date of April 8, 2027.
ITEM 14.
Principal Accounting Fees and Services
Below
are tables of audit fees billed by our independent registered accounting firm in
connection with the audit of the Company’s annual financial statements and review of the quarterly financial statements for the
years ended May 31, 2026 and 2025.
| Financial Statements for the Year Ended May 31 |
|
Audit Services |
|
Audit Related Fees |
|
Tax Fees |
|
Other Fees |
| 2026 |
|
$ |
18,750 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
| 2025 |
|
$ |
17,500 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
PART
IV
ITEM 15.
Exhibits, Financial Statements Schedules
(a)Financial
Statements and Schedules
The following
financial statements and schedules listed below are included in this Form 10-K.
1)Financial
Statements:
| Report of Independent Registered Public Accounting Firm (PCAOB Firm ID: 6258) |
|
F-2 |
| Balance Sheets as of May 31, 2026 and 2025 |
|
F-3 |
| Statements of Operations for the years ended May 31, 2026 and 2025 |
|
F-4 |
|
Statements of Changes in Stockholders’
Equity (Deficit) for the years ended
May 31, 2026 and 2025 |
|
F-5 |
| Statements of Cash Flows for the years ended May 31, 2026 and 2025 |
|
F-6 |
| Notes to Financial Statements as of May 31, 2026 |
|
F-7 to F-14 |
2) Financial Statement
Schedules:
None.
3) Exhibits:
| # |
19 |
Insider Trading Policy |
| # |
31.1 |
Certification of the Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |
| # |
31.2 |
Certification of the Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002. |
ITEM 16.
Form 10-K Summary
None.
19
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
| Dated: August 13, 2026 |
Global-Smart.Tech Inc. |
| |
|
| |
By: /s/ Yehor Rodin |
| |
Yehor Rodin,
President, Secretary, |
| |
Treasurer, Director
(Principal Executive, Financial and Accounting Officer) |
20
INDEX TO
FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (PCAOB Firm ID: 6258) |
|
F-2 |
| Balance Sheets as of May 31, 2026 and 2025 |
|
F-3 |
| Statements of Operations for the years ended May 31, 2026 and 2025 |
|
F-4 |
| Statements of Changes in Stockholders’ Equity (Deficit) for the years ended May 31, 2026 and 2025 |
|
F-5 |
| Statements of Cash Flows for the years ended May 31, 2026 and 2025 |
|
F-6 |
| Notes to Financial Statements as of May 31, 2026 |
|
F-7 to F-14 |
F-1
Report of Independent Registered Public Accounting
Firm
Board of Directors and Shareholders
Global-Smart.Tech Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of
Global-Smart.Tech Inc. as of May 31, 2026 and 2025, and the related statements of operations, stockholders’ equity (deficit), and
cash flows for each of the two years in the period ended May 31, 2026, and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Global-Smart.Tech
Inc. as of May 31, 2026 and 2025, and the results of its operations and its cash flows for each of the two years in the period ended May
31, 2026, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared
assuming that the entity will continue as a going concern. As discussed in Note 2 to the financial statements, the entity has an accumulated
deficit, uses cash in operations, and has recurring losses, all of which raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required
to be independent with respect to Global-Smart.Tech Inc. in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. Global-Smart.Tech Inc. is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal
control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the
current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,
or complex judgments. We determined that there are no critical audit matters.
/s/ Mac
Accounting Group & CPAs, LLP
We have served as Global-Smart.Tech Inc.’s auditor since 2024.
Midvale, Utah
August 13, 2026
PCAOB ID 6258
F-2
Global-Smart.Tech
Inc.
Balance Sheets
As of May 31, 2026 and 2025
| |
|
May 31, 2026 |
|
May 31, 2025 |
| |
|
|
|
|
| Assets |
|
|
|
|
| Current Assets |
|
|
|
|
| Сash |
$ |
81 |
$ |
12,943 |
| Prepaid Expenses |
|
9,100 |
|
18,295 |
| Total Current Assets |
|
9,181 |
|
31,238 |
| Fixed Assets |
|
|
|
|
| Equipment, net |
|
113,718 |
|
186,516 |
| Website Development, net |
|
1,750 |
|
3,150 |
| Total Fixed Assets |
|
115,468 |
|
189,666 |
| Total Assets |
$ |
124,649 |
$ |
220,904 |
| |
|
|
|
|
| Liabilities and Stockholders’ Equity (Deficit) |
|
|
|
|
| Current Liabilities |
|
|
|
|
| Accrued Salaries |
$ |
25,550 |
$ |
25,550 |
| Deferred Revenue |
|
- |
|
4,000 |
| Loan from Related Parties |
|
434,425 |
|
430,115 |
| Total Current Liabilities |
|
459,975 |
|
459,665 |
| Total Liabilities |
|
459,975 |
|
459,665 |
| |
|
|
|
|
| Stockholders’ Equity (Deficit) |
|
|
|
|
| Common Stock ($0.001 par value, 75,000,000 shares authorized; 6,134,780 and 5,894,680 shares issued and outstanding as of May 31, 2026 and May 31, 2025, respectively) |
|
6,135 |
|
5,895 |
| Additional Paid-in Capital |
|
32,909 |
|
25,946 |
| Accumulated Other Comprehensive Income |
|
3 |
|
3 |
| Accumulated Deficit |
|
(374,373) |
|
(270,605) |
| Total Stockholders’ Equity (Deficit) |
|
(335,326) |
|
(238,761) |
| Total Liabilities & Stockholders’ Equity (Deficit) |
$ |
124,649 |
$ |
220,904 |
See accompanying notes, which are an integral part
of these financial statements
F-3
Global-Smart.Tech
Inc.
Statements of Operations
For the Years Ended May 31, 2026 and 2025
| |
|
Year Ended May 31, 2026 |
|
Year Ended May 31, 2025 |
| |
|
|
|
|
|
Revenues |
$ |
79,156 |
$ |
6,868 |
| |
|
|
|
|
| Operating Expenses |
|
|
|
|
| Professional Fees |
|
43,441 |
|
29,513 |
| Depreciation Expense |
|
74,198 |
|
74,197 |
| General and Administrative Expenses |
|
65,285 |
|
27,532 |
| Total Operating Expenses |
|
182,924 |
|
131,242 |
| Net Loss from Operations |
|
(103,768) |
|
(124,374) |
| Provision for Income Taxes |
|
- |
|
- |
| Net Loss |
$ |
(103,768) |
$ |
(124,374) |
| Loss per Common Share – Basic & Diluted |
$ |
(0.02) |
$ |
(0.02) |
| Weighted Average Number of Common Shares Outstanding – Basic & Diluted |
|
6,130,669 |
|
5,035,284 |
See accompanying notes, which are an integral part
of these financial statements.
F-4
Global-Smart.Tech
Inc.
Statements of Changes in Stockholders’ Equity
(Deficit)
For the Years Ended May 31, 2026 and 2025
| |
|
|
|
|
|
|
|
|
|
|
|
| |
Common Stock |
|
|
|
|
|
|
|
|
| |
Shares |
|
Amount |
|
Additional Paid-in- Capital |
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income |
|
Total
|
| Balance as of May 31, 2024 |
5,000,000 |
$ |
5,000 |
$ |
- |
$ |
(146,231) |
$ |
3 |
$ |
(141,228) |
| Common Shares Issued for Cash |
894,680 |
|
895 |
|
25,946 |
|
- |
|
- |
|
26,841 |
| Net Loss |
- |
|
- |
|
- |
|
(124,374) |
|
- |
|
(124,374) |
| Balance as of May 31, 2025 |
5,894,680 |
$ |
5,895 |
$ |
25,946 |
$ |
(270,605) |
$ |
3 |
$ |
(238,761) |
| Common Shares Issued for Cash |
240,100 |
|
240 |
|
6,963 |
|
- |
|
- |
|
7,203 |
| Net Loss |
- |
|
- |
|
- |
|
(103,768) |
|
- |
|
(103,768) |
| Balance as of May 31, 2026 |
6,134,780 |
$ |
6,135 |
$ |
32,909 |
$ |
(374,373) |
$ |
3 |
$ |
(335,326) |
See accompanying notes, which are an integral part
of these financial statements.
F-5
Global-Smart.Tech
Inc.
Statements of Cash Flows
For the Years Ended May 31, 2026 and 2025
| |
|
Year Ended May 31, 2026 |
|
Year Ended May 31, 2025 |
| OPERATING ACTIVITIES |
|
|
|
|
| Net Loss |
$ |
(103,768) |
$ |
(124,374) |
| Adjustments to reconcile Net Loss to Net Cash Used in Operating Activities |
|
|
|
|
| Depreciation Expense |
|
74,198 |
|
74,197 |
| Changes in Assets and Liabilities: |
|
|
|
|
| Accrued Salaries |
|
- |
|
25,550 |
| Prepaid expense |
|
9,195 |
|
(18,295) |
| Deferred Revenue |
|
(4,000) |
|
4,000 |
| Net Cash Used in Operating Activities |
|
(24,375) |
|
(38,922) |
| |
|
|
|
|
| INVESTING ACTIVITIES |
|
|
|
|
| Net Cash Used in Investing Activities |
|
- |
|
- |
|
FINANCING ACTIVITIES |
|
|
|
|
| Proceeds from Loan from Related Parties |
|
4,310 |
|
26,112 |
| Repayment to Loan from Related Parties |
|
- |
|
(1,200) |
| Proceeds from the Sale of Common Stock |
|
7,203 |
|
26,841 |
| Net Cash Provided by Financing Activities |
|
11,513 |
|
51,865 |
| |
|
|
|
|
| Net Cash Increase (Decrease) for the Period |
|
(12,862) |
|
12,943 |
| Cash at Beginning of Period |
|
12,943 |
|
- |
| Cash at End of Period |
$ |
81 |
$ |
12,943 |
| |
|
|
|
|
| SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION: |
|
|
|
|
| Cash Paid for: |
|
|
|
|
| Interest |
$ |
- |
$ |
- |
| Income Tax |
$ |
- |
$ |
- |
| |
|
|
|
|
| |
|
|
|
|
See accompanying notes, which
are an integral part of these financial statements.
F-6
Global-Smart.Tech
Inc.
Notes to the Financial Statements
As of May 31, 2026
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Global-Smart.Tech Inc. (the “Company”)
was incorporated under the laws of the State of Wyoming on April 15, 2022. We provide cloud rendering services,
operating an advanced platform designed for 3D interior designers and visualization professionals. The platform leverages graphics
processing units (“GPUs”) to support rendering workflows and improve processing efficiency.
NOTE 2. Going
Concern
Our financial statements have been prepared
on a going concern basis which assumes that we will be able to realize our assets and discharge our liabilities and commitments in the
normal course of business for the foreseeable future. As of May 31, 2026 Global-Smart.Tech Inc. has an accumulated deficit of $374,373
and during the year ended May 31, 2026, used cash in operations of $24,375 has reported a net loss of $103,768.
These factors raise substantial doubt about our ability to continue as a going concern.
Our ability to continue as a going concern
is dependent upon our generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations
and repay our liabilities arising from normal business operations when they come due. Our management intends to finance operating costs
over the next twelve months with related party loans and the sale of common stock. While we believe that we will be successful in obtaining
the necessary financing and generating revenue to fund our operations, meet regulatory requirements, and achieve commercial goals, there
are no assurances that such additional funding will be achieved and that we will succeed in our future operations.
NOTE 3. Summary
of Significant Accounting Policies
Basis of Presentation
The Company uses the accrual basis of accounting
and accounting principles. The financial statements of the Company have been prepared in accordance with generally accepted accounting
principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures have been
prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company has elected
May 31st as its fiscal year end.
F-7
Use of Estimates
The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Foreign Currency
The Company’s functional and reporting
currency is the U.S. dollar. Transactions may occur in foreign currencies and management has adopted Accounting Standards Codification
(“ASC”) 830, “Foreign Currency Translation Matters”. Monetary assets and liabilities denominated in foreign currencies
are translated using the exchange rate prevailing at the balance sheet date. The Company is located in Montenegro. However, the Company's
cash flows and expenses are primarily denominated in United States Dollars (USD) due to the nature of its operations. Accordingly, the
Board of Directors has determined that USD is the Company's functional currency for the purposes of preparing the financial statements.
For realized gains and losses: these are reported in the income statement, typically as a separate line item or combined with other income
or expense items. For the years ended May 31, 2026 and 2025, we didn’t recognize any foreign currency gains or losses.
Transaction gains or losses result from a change
in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated. They represent
an increase or decrease in both of the following:
- the actual functional currency cash flows
realized upon settlement of foreign currency transactions
- the expected functional currency cash flows on unsettled
foreign currency transactions
Non-monetary assets and liabilities denominated
in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to
translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or
balances are included in the statement.
Revenue Recognition
The Company recognizes revenue
in accordance with ASC 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services.
F-8
An entity recognizes revenue
in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify
the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance
obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
We generate revenue through
the sale of pricing plans for our cloud rendering services. To select the pricing plan that best fits client’s requirements, they
are required to contact our team to subscribe and submit their project. This allows us to choose the right pricing plan according to
their project and the cloud rendering power needed. When estimating a project, we assess the required number of hours and capacity necessary
to fulfill the client's needs. The pricing plans may vary depending on the number of video cards used to produce power (10, 25 and 40
video cards), as well as the time needed for rendering with a minimum option of 5 hours. Our performance obligation, then, is to provide
clients access to our platform for a stated duration, as agreed to at contract inception.
Clients can contact us using the information
provided in the "Contacts" section on our website (https://global-smart.tech/contacts/). After determining the project scope,
the client proceeds with the payment. Upon receipt of payment, we recognize revenue ratably over the stated duration of the contract period.
If, on the reporting date, we are still required to provide a client access to our technology, which we identify as our undelivered service
obligation, we record deferred revenue on the balance sheet.
During the year ended May 31, 2026
and 2025 the Company recorded revenue of $79,156 and $6,868, respectively. Accounts receivable was $0 as of May 31, 2026 and 2025. Deferred
revenue was $0 and $4,000 as of May 31, 2026 and 2025, respectively.
Fixed Assets
Fixed assets are stated at cost and the Company records
depreciation using the straight-line method over the assets estimated useful life. Expenditures for maintenance and repairs are charged
to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property
sold or retired, together with the related accumulated depreciation is removed from the appropriate accounts and the resultant gain or
loss is included in net income.
F-9
Fixed asset amounts are as follows:
| |
|
Website Development |
|
Equipment |
|
Total |
| Estimated Useful Life (Years) |
|
5 |
|
5 |
|
|
| |
|
|
|
|
|
|
| Total Cost of the Asset |
$ |
7,000 |
$ |
363,988 |
$ |
370,988 |
| Accumulated Depreciation at May 31, 2026 |
|
(5,250) |
|
(250,270) |
|
(255,520) |
| Net Book Value at May 31, 2026 |
$ |
1,750 |
$ |
113,718 |
$ |
115,468 |
| |
|
|
|
|
|
|
| Depreciation Expense for year ended May 31, 2026 |
$ |
1,400 |
$ |
72,797 |
$ |
74,197 |
| Depreciation Expense for year ended May 31, 2025 |
$ |
1,400 |
$ |
72,797 |
$ |
74,197 |
On November 30, 2022 Global-Smart.Tech Inc. entered
into an agreement to purchase equipment for $363,988. Part of this equipment was placed in service in August, 2022. Complete installation
and switching on of all equipment were on November 11, 2023. Website development costs were $7,000 and the website was placed in service
on August 29, 2022.
Impairment of Long-Lived Assets
In accordance with ASC 360-10 the Company periodically
reviews the carrying value of its long-lived assets held and used at least annually or when events and circumstances warrant such a review.
If significant events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable,
the Company performs a test of recoverability by comparing the carrying value of the asset to its undiscounted expected future cash flows.
If the carrying values are in excess of undiscounted expected future cash flows, we measure any impairment by comparing the fair value
of the asset to its carrying value. If the fair value of an asset is determined to be less than the carrying amount of the asset, impairment
in the amount of the difference is recorded. The Company recorded no impairment during the years ended May 31, 2026 and 2025.
Cash and Cash Equivalents
The Company considers all highly liquid investments
with remaining maturities at the date of purchase of three months or less to be cash equivalents. The Company had no cash equivalents
as of May 31, 2026 and 2025.
Advertising Costs
Advertising costs are expensed as incurred. During
the year ended May 31, 2026, the Company incurred advertising costs of $12,740. During the year ended May 31, 2025, the Company did not
incur any advertising costs.
F-10
Fair Value of Financial Instruments
ASC 820 "Fair Value Measurements and Disclosures"
establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs
into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined
as observable inputs such as quoted prices in active markets;
Level 2: defined
as inputs other than quoted prices in active markets that are either directly
or indirectly
observable;
Level 3: defined
as unobservable inputs in which little or no market data exists, therefore
requiring an entity
to develop its own assumptions.
The carrying value of the Company's loan from related
parties approximates fair value due to its short-term maturity.
Basic and Diluted Loss Per Share
The Company computes earnings (loss) per share
in accordance with ASC 260 “Earnings per Share,” which requires presentation of both basic and diluted earnings per share
on the face of the statement of operations.
Basic earnings (loss) per share is computed
by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the
period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive
earnings (loss) per share excludes all potential common shares if their effect is anti- dilutive. As of May 31, 2026 and 2025 the Company
had no potential dilutive instruments, therefore basic and diluted earnings (loss) per share are equal.
Income Taxes
The Company accounts for income taxes under
the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial
statement and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected
to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to
be realized.
F-11
Segment Reporting
The Company operates as a single operating
and reportable segment, providing cloud-rendering services. Our Chief Executive Officer is our Chief Operating Decision Maker (“CODM”)
who evaluates and makes operating decisions about allocation resources considering our single geographical area and on a consolidated
basis. Accordingly, the CODM considers revenue and operating expenses of our single operating segment as reported on the statement of
operations and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information
that are supplemental to those disclosed on these financial statements that are regularly provided to the CODM.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03,
Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement
Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory,
employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after
December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the
amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact
on the Company’s disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company’s
financial condition and results of operations.
The Company considers all new pronouncements
and management has determined that there have been no other recently adopted or issued accounting standards that had or will have a material
impact on its financial statements.
NOTE 4. Related
Party Transaction
On May 30, 2022 the Company entered into a
loan agreement with Yehor Rodin, the Company's officer and director, whereby Mr. Rodin agreed to loan up to $100,000 on an unsecured and
interest-free basis. On October 7, 2022 the loan agreement was amended to increase the loan amount by $300,000, for a maximum loan amount
of $400,000, and to change the maturity date to October 7, 2025. On April 8, 2024 the loan agreement was amended to increase the loan
amount by $50,000, for a maximum loan amount of $450,000, and to change the maturity date to April 8, 2027. On September 2, 2024 the loan
agreement was amended again to increase the loan amount by $100,000, for a maximum loan amount of $550,000.
As of May 31, 2026 Mr. Rodin was owed $434,425
under the loan agreement. During the year ended May 31, 2026 Mr. Rodin advanced $4,310 and no repayments were made.
F-12
NOTE 5. Common
Stock
The Company has 75,000,000 common shares authorized
with a par value of $0.001 per share.
During the year ended May 31, 2025, the Company issued
894,680 shares of common stock for cash proceeds at $0.03 per share for a total of $26,841.
During the year ended May 31, 2026, the Company issued
240,100 shares of common stock for cash proceeds at $0.03 per share for a total of $7,203.
There were 6,134,780 and 5,894,680 shares of common
stock issued and outstanding as of May 31, 2026 and 2025, respectively.
NOTE 6. COMMITMENT AND CONTINGENCIES
Litigation
The Company was not subject to any legal proceedings
during the years ended May 31, 2026 and 2025, respectively, nor did it have any litigation contingencies as of those dates.
NOTE 7.
Income taxes
The Company adopted the accounting guidance
on uncertain tax positions under ASC 740, "Income Taxes". Adoption resulted in no increase to the liability for unrecognized
tax benefits. At May 31, 2026, the Company had net operating loss carryforwards of approximately $374,373 available to offset future taxable
income. Because realization of the related future tax benefits is not considered more likely than not, no benefit has been recognized
in these financial statements, and a full valuation allowance has been recorded against the associated deferred tax asset.
The valuation allowance totaled approximately
$78,618 at May 31, 2026, reflecting a net decrease of $21,791 during the year. Management assesses the realizability of deferred tax assets
by evaluating whether it is more likely than not that some or all of the deferred tax assets will not be realized, considering the scheduled
reversal of deferred tax liabilities, projected future taxable income, and available tax planning strategies. Based on this assessment,
management concluded that sufficient uncertainty exists to warrant a full valuation allowance as of May 31, 2026. All tax years since
the Company's inception remain open to examination by taxing authorities.
F-13
For the years ended May 31, 2026 and 2025,
the provision for Federal income tax consists of the following:
| |
|
May 31, 2026 |
|
May 31, 2025 |
| Non-current deferred tax assets: |
|
|
|
|
| Net operating loss carry forward |
$ |
(374,373) |
$ |
(270,605) |
| Total deferred tax assets |
|
(78,618) |
|
(56,827) |
| Valuation allowance |
|
78,618 |
|
56,827 |
| Net deferred tax assets |
$ |
- |
$ |
- |
For the years ended May 31, 2026 and 2025, the
actual tax benefit differed from the amount computed by applying the expected statutory rate of 21%, as follows:
| |
|
May 31, 2026 |
|
May 31, 2025 |
| Computed “expected” tax expense (benefit) |
$ |
(374,373) |
$ |
(270,605) |
| Change in valuation allowance |
|
(21,791) |
|
(26,118) |
| Actual tax expense (benefit) |
$ |
- |
$ |
- |
Given the uncertainty surrounding realization, the
Company has recorded a full valuation allowance against the deferred tax benefit related to these unutilized net operating losses. In
accordance with ASC 740, management has reviewed the Company's tax positions and identified no significant uncertain positions beyond
those already disclosed.
NOTE 8.
Subsequent Events
In accordance with ASC 855, "Subsequent
Events," the Company reviewed its activities subsequent to May 31, 2026 and through the date these financial statements were available
to be issued, and has determined that it does not have any material events to disclose except as follows:
Subsequent to May 31, 2026, the CEO paid $8,050
to vendors on behalf of the Company under the related party loan agreement.
On June 11, 2026, the Company's Board of Directors formally accepted the surrender of 3,000,000 by Yehor Rodin and authorized the instruction
of the Company's transfer agent to cancel and retire the shares on the official books of the corporation. On June 12, 2026, Yehor Rodin,
unilaterally and voluntarily delivered and surrendered an aggregate of 3,000,000 shares of the Company's common stock to the Company for
the express purpose of cancellation and retirement.
The 3,000,000 shares of common stock
were surrendered by Yehor Rodin for zero consideration ($0.00), constituting a voluntary capital contribution to the issuer.
Upon completion of the cancellation, these 3,000,000
shares reverted to the status of authorized but unissued shares. Consequently, the Company’s total issued and outstanding shares
of common stock decreased from 6,134,780 to 3,134,780. The transaction does not alter the total number of authorized shares of common
stock of the Company.
F-14
