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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 February 28, 2026
[ ] Transition Report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission file number 000-56781
Global-Smart.Tech Inc.
(Exact name of registrant as specified in its
charter)
|
Wyoming
(State or Other Jurisdiction of Incorporation
or Organization) |
7370
(Primary Standard Industrial Classification
Number) |
98-1664763
(IRS Employer Identification Number) |
Yehor Rodin
Kava
b.b.
85320,
Tivat, Montenegro
+1205-2165924
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| - |
- |
- |
Securities registered pursuant to Section 12(b) of the
Act:
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 on its corporate Web site, if any, 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, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act:
| Large accelerated filer |
[ ] |
Accelerated filer |
[ ] |
| Non-accelerated filer |
[ ] |
Smaller reporting company |
[X] |
| (Do not check if a smaller reporting company) |
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 7(a)(2)(B) of the Securities Act.
Yes [ ] [X]
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [] No [X]
State the number of shares outstanding of each of
the issuer's classes of common equity, as of the latest practicable date: 6,134,780 common shares issued and outstanding as
of April 8, 2026.
2
Global-Smart.Tech
Inc.
Quarterly
report on form 10-Q
TABLE OF CONTENTS
| |
|
Page |
| PART I |
FINANCIAL INFORMATION: |
|
| |
|
|
| Item 1. |
Condensed Financial Statements (Unaudited) |
4 |
| |
|
|
| |
Condensed Balance Sheets as of February 28, 2026 (Unaudited) and May 31, 2025 |
5 |
| |
|
|
| |
Condensed Statements of Operations for the three and nine months ended February 28, 2026 and 2025 (Unaudited) |
6 |
| |
|
|
| |
Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended February 28, 2026 and 2025 (Unaudited) |
7 |
| |
|
|
| |
Condensed Statements of Cash Flows for the nine months ended February 28, 2026 and 2025 (Unaudited) |
8 |
| |
|
|
| |
Notes to the Condensed 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 |
18 |
| |
|
|
| Item 4. |
Controls and Procedures |
18 |
| |
|
|
| PART II |
OTHER INFORMATION: |
|
| |
|
|
| Item 1. |
Legal Proceedings |
19 |
| |
|
|
| Item 1A |
Risk Factors |
19 |
| |
|
|
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
19 |
| |
|
|
| Item 3. |
Defaults Upon Senior Securities |
19 |
| |
|
|
| Item 4. |
Submission of Matters to a Vote of Securities Holders |
19 |
| |
|
|
| Item 5. |
Other Information |
19 |
| |
|
|
| Item 6. |
Exhibits |
19 |
| |
|
|
| |
Signatures |
20 |
| |
|
3
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying interim financial statements of Global-Smart.Tech
Inc. (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 latest annual financial statements.
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
Global-Smart.Tech
Inc.
Condensed Balance Sheets
| |
|
February 28, 2026 |
|
May 31, 2025 |
| |
|
(Unaudited) |
|
|
| Assets |
|
|
|
|
| Current Assets |
|
|
|
|
| Cash |
$ |
7,177 |
$ |
12,943 |
| Prepaid Expenses |
|
25,930 |
|
18,295 |
| Total Current Assets |
|
33,107 |
|
31,238 |
| Fixed Assets |
|
|
|
|
| Equipment, net |
|
131,917 |
|
186,516 |
| Website Development, net |
|
2,100 |
|
3,150 |
| Total Fixed Assets |
|
134,017 |
|
189,666 |
| Total Assets |
$ |
167,124 |
$ |
220,904 |
| |
|
|
|
|
| Liabilities and Stockholders’ Equity (Deficit) |
|
|
|
|
| Current Liabilities |
|
|
|
|
| Accounts Payable |
$ |
10,000 |
$ |
- |
| Accrued Salaries |
|
25,550 |
|
25,550 |
| Deferred Revenue |
|
6,768 |
|
4,000 |
| Loan from Related Parties |
|
434,425 |
|
430,115 |
| Total Current Liabilities |
|
476,743 |
|
459,665 |
| Total Liabilities |
|
476,743 |
|
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 February 28, 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 |
|
(348,666) |
|
(270,605) |
| Total Stockholders’ Equity (Deficit) |
|
(309,619) |
|
(238,761) |
| Total Liabilities & Stockholders’ Equity (Deficit) |
$ |
167,124 |
$ |
220,904 |
See accompanying notes, which are an integral part
of these condensed financial statements
5
Global-Smart.Tech
Inc.
Condensed Statements of Operations
(Unaudited)
| |
|
Three months ended
February 28, 2026 |
|
Three months ended
February 28, 2025 |
|
Nine months ended
February 28, 2026 |
|
Nine months ended
February 28, 2025 |
|
Revenues |
$ |
14,052 |
$ |
1,200 |
$ |
57,826 |
$ |
1,200 |
| |
|
|
|
|
|
|
|
|
| Operating Expenses |
|
|
|
|
|
|
|
|
| Professional Fees |
|
3,600 |
|
3,567 |
|
39,830 |
|
26,263 |
| Depreciation Expense |
|
18,550 |
|
18,549 |
|
55,649 |
|
55,648 |
| General and Administrative Expenses |
|
16,848 |
|
- |
|
40,408 |
|
25,612 |
| Total operating expenses |
|
38,998 |
|
22,116 |
|
135,887 |
|
107,523 |
| |
|
|
|
|
|
|
|
|
| Net loss from operations |
|
(24,946) |
|
(20,916) |
|
(78,061) |
|
(106,323) |
| |
|
|
|
|
|
|
|
|
| Provision for Income Taxes |
|
- |
|
- |
|
- |
|
- |
| Net Loss |
$ |
(24,946) |
$ |
(20,916) |
$ |
(78,061) |
$ |
(106,323) |
| Loss per common share – Basic & Diluted |
$ |
(0.00) |
$ |
(0.00) |
$ |
(0.01) |
$ |
(0.02) |
| Weighted Average Number of Common Shares Outstanding – Basic & Diluted |
|
6,134,780 |
|
5,000,000 |
|
6,107,900 |
|
5,000,000 |
See accompanying notes, which are an integral part
of these condensed financial statements.
6
Global-Smart.Tech
Inc.
Condensed Statements of Changes in Stockholders’
Equity (Deficit)
For the three and nine months ended February 28,
2026 and 2025
(Unaudited)
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
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) |
|
| Net loss |
- |
|
- |
|
- |
|
(27,549) |
|
- |
|
(27,549) |
|
| Balance as of August 31, 2024 |
5,000,000 |
|
5,000 |
|
- |
|
(173,780) |
|
3 |
|
(168,777) |
|
| Net loss |
- |
|
- |
|
- |
|
(57,858) |
|
- |
|
(57,858) |
|
| Balance as of November 30, 2024 |
5,000,000 |
|
5,000 |
|
- |
|
(231,638) |
|
3 |
|
(226,635) |
|
| Net loss |
- |
|
- |
|
- |
|
(20,916) |
|
- |
|
(20,916) |
|
| Balance as of February 28, 2025 |
5,000,000 |
$ |
5,000 |
$ |
- |
$ |
(252,554) |
$ |
3 |
$ |
(247,551) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 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 |
- |
|
- |
|
- |
|
(46,676) |
|
- |
|
(46,676) |
|
| Balance as of August 31, 2025 |
6,134,780 |
|
6,135 |
|
32,909 |
|
(317,281) |
|
3 |
|
(278,234) |
|
| Net loss |
- |
|
- |
|
- |
|
(6,439) |
|
- |
|
(6,439) |
|
| Balance as of November 30, 2025 |
6,134,780 |
|
6,135 |
|
32,909 |
|
(323,720) |
|
3 |
|
(284,673) |
|
| Net loss |
- |
|
- |
|
- |
|
(24,946) |
|
- |
|
(24,946) |
|
| February 28, 2026 |
6,134,780 |
$ |
6,135 |
$ |
32,909 |
$ |
(348,666) |
$ |
3 |
$ |
(309,619) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes, which are an integral part
of these condensed financial statements.
7
Global-Smart.Tech
Inc.
Condensed Statements of Cash Flows
(Unaudited)
| |
|
Nine months ended
February 28, 2026 |
|
Nine months ended
February 28, 2025 |
| OPERATING ACTIVITIES |
|
|
|
|
| Net Loss |
$ |
(78,061) |
$ |
(106,323) |
| Adjustments to reconcile Net Loss to Net Cash Used in Operating Activities |
|
|
|
|
| Depreciation Expense |
|
55,649 |
|
55,648 |
| Changes in Assets and Liabilities: |
|
|
|
|
| Accrued Salaries |
|
- |
|
25,550 |
| Prepaid expense |
|
(7,635) |
|
- |
| Accounts Payable |
|
10,000 |
|
213 |
| Deferred Revenue |
|
2,768 |
|
- |
| Net Cash Used in Operating Activities |
|
(17,279) |
|
(24,912) |
| |
|
|
|
|
| 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 |
|
- |
| Net Cash Provided by Financing Activities |
|
11,513 |
|
24,912 |
| |
|
|
|
|
| Net Cash Increase (Decrease) for the Period |
|
(5,766) |
|
- |
| Cash at Beginning of Period |
|
12,943 |
|
- |
| Cash at End of Period |
$ |
7,177 |
$ |
- |
| |
|
|
|
|
| SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION: |
|
|
|
|
| Cash Paid for: |
|
|
|
|
| Interest |
$ |
- |
$ |
- |
| Income Tax |
$ |
- |
$ |
- |
| |
|
|
|
|
|
See accompanying notes, which are an integral part
of these condensed financial statements.
8
Global-Smart.Tech
Inc.
Notes to the Condensed Financial Statements
February 28, 2026
(Unaudited)
NOTE 1. The Company
Global-Smart.Tech Inc. (the “Company”)
was incorporated under the laws of the State of Wyoming on April 15, 2022. The Company initially established with a primary focus on leasing
power to clients. However, to optimize resource utilization and enhance profitability, we have transitioned our operations to incorporate
cloud-rendering services.
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 February 28, 2026 Global-Smart.Tech Inc. has an accumulated deficit of $348,666
and during the nine months ended February 28, 2026, used cash in operations of $17,279 and has reported a net loss of $78,061
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 equity or debt financing, related party loans, and the sale of services. 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
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 (“US 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 US 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 such periods are not necessarily indicative of the results expected for a full year or for any
future period. They do not include all of the information and footnotes required by US GAAP for complete financial statements. Therefore,
these financial statements should be read in conjunction with the Company’s audited financial statements and notes for the year
ended May 31, 2025.
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.
9
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 nine months ended February 28, 2026 and 2025, we didn’t recognize any foreign currency loss.
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.
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.
10
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.
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 for the portion of the service
delivered. For projects spanning multiple billing cycles, we recognize revenue proportionally as the service is rendered. Any undelivered
service obligations are reflected as deferred revenue on the balance sheet. This revenue stream will be a key driver of our financial
growth and sustainability for the foreseeable future.
During the nine months
ended February 28, 2026 and 2025 the Company recorded revenue of $57,826 and $1,200, respectively. Accounts receivable was $0 as of February
28, 2026 and May 31, 2025. Deferred revenue was $6,768 and $4,000, as of February 28, 2026 and May 31, 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.
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 February 28, 2026 |
|
(4,900) |
|
(232,071) |
|
(236,971) |
| Net Book Value at February 28, 2026 |
$ |
2,100 |
$ |
131,917 |
$ |
134,017 |
| |
|
|
|
|
|
|
| Depreciation Expense for nine months ended February 28, 2026 |
$ |
1,050 |
$ |
54,599 |
$ |
55,649 |
| Depreciation Expense for nine months ended February 28, 2025 |
$ |
1,050 |
$ |
54,598 |
$ |
55,648 |
| Depreciation Expense for three months ended February 28, 2026 |
$ |
350 |
$ |
18,200 |
$ |
18,550 |
| Depreciation Expense for three months ended February 28, 2025 |
$ |
350 |
$ |
18,199 |
$ |
18,549 |
| |
|
|
|
|
|
|
|
11
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 was 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
nine months ended February 28, 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. As of February 28, 2026 and May 31,
2025, the Company had no cash equivalents.
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 260-10-45, Earnings per Share, which requires presentation of both basic and diluted earnings per share on the
face of the statement of operations.
12
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 February 28, 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.
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.
13
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 February 28, 2026 Mr. Rodin was owed
$434,425 under the loan agreement. During the nine months ended February 28, 2026 Mr. Rodin advanced $4,310.
NOTE 5.
Common Stock
The Company has 75,000,000 common shares authorized
with a par value of $0.001 per share.
During the nine months ended February 28, 2026
the Company issued 240,100 common shares for cash of $7,203.
As of February 28, 2026, the Company had 6,134,780
shares issued and outstanding.
NOTE 6. Subsequent
Events
In accordance
with ASC 855-10, Subsequent Events, the Company reviewed its activities subsequent to February 28, 2026 and through the date these financial
statements were available to be issued, and has determined that it does not have any material subsequent events to disclose in these financial
statements, other than effective March 31, 2026, Peleriti Leonel Agustin was appointed to serve as a Director of the Company.
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations
Business Overview
We are an emerging technology company incorporated
under the laws of the state of Wyoming on April 15, 2022. As part of our business evolution, we are focusing on expanding our operations
in cloud rendering. Our primary objective is the development of an advanced platform dedicated to 3D interior designers and visualizers.
Leveraging the power of GPUs, our platform aims to transform the rendering process, delivering exceptional performance and revolutionizing
the industry.
14
Plan of Operations
The Company’s business model centers
on cloud rendering services. As we continue to expand, the gradual growth of our cloud rendering will provide opportunities to further
increase revenue from the sale of rendering capacities.
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.
Our primary target customers include 3D interior
designers and visualizers in the design industry. We 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
We are considering choosing online marketing
as our key strategy to attract users. We will invest into promotion via different social networks and search engine optimization. The
Company also receives ongoing advisory support related to its branding, content development, and overall marketing strategy, including
periodic reviews, recommendations, and guidance on market positioning and promotional activities.
Government Regulation
The Company will be required to comply with
all regulations, rules, and directives of governmental authorities including the US Securities and Exchange Commission and agencies applicable
to our business in any jurisdiction with which we would conduct activities. The Company does not believe that governmental regulations
will have a material impact on the way we conduct our business.
As our business expands to include new uses or collection
of data that are subject to privacy or security regulations, our compliance requirements and costs will increase, and we may be subject
to increased regulatory scrutiny.
Employees
As of February 28, 2026, the Company had one employee,
Yehor Rodin, President, CEO, Treasurer, Secretary, Director, and an independent director, Genismarlon Da Silva Nunes, who is not considered
an employee. The Company may consider hiring more employees if the need arises.
15
Overview
The following discussion of our financial condition
and results of operations should be read in conjunction with our audited financial statements as of May 31, 2025.
Results of Operations for the Three Months Ended February 28, 2026 and
2025
Revenue
For the three months ended February
28, 2026 and 2025, we generated total revenue of $14,052 and $1,200, respectively.
The increase in revenue in the
current year was due to the general overall growth of the Company.
Operating
Expenses
Total operating expenses for
three months ended February 28, 2026 were $38,998. The operating expenses included general and administrative expenses $16,848, depreciation
expense of $18,550 and professional fees of $3,600.
Total operating
expenses for three months ended February 28, 2025 were $22,116. The operating expenses included depreciation expense of $18,549 and professional
fees of $3,567.
Total expenses increased by
$16,882 due to an increase in general administrative expenses, including search engine optimization (“SEO”) services, website
maintenance services, and marketing services.
Net Loss
Net loss for three months ended
February 28, 2026 was $24,946.
Net loss for three months ended February 28, 2025
was $20,916.
Results of Operations for the Nine Months Ended February 28, 2026 and
2025
Revenue
For the nine months ended February
28, 2026 and 2025, we generated total revenue of $57,826 and $1,200, respectively.
The increase in revenue in the
current year was due to the general overall growth of the Company.
Operating Expenses
Total operating expenses for
nine months ended February 28, 2026 were $135,887. The operating expenses included general and administrative expenses $40,408, depreciation
expense of $55,649 and professional fees of $39,830.
16
Total operating expenses for
nine months ended February 28, 2025 were $107,523. The operating expenses included general and administrative expenses $25,612, depreciation
expense of $55,648 and professional fees of $26,263.
Total expenses increased by $28,364, driven by an
increase in professional fees due to the Company incurring fees for DTC advisory costs and increased IT & software costs for website
support and SEO services, offset by decreases from the lack of coding services provided by the CEO in the current period versus the prior
period.
Net Loss
Net loss for nine months ended February 28, 2026
was $78,061.
Net loss for three months ended February 28, 2025 was $106,323.
Liquidity and Capital Resources
As of February 28, 2026 our accumulated deficit
was $348,666 and we incurred operating losses of $78,061 and used cash in operations of $17,279 during the nine months ended February
28, 2026. 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 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
and we will rely on related party loans, as needed. 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.
Operational Cash Flows
We had operating cash outflows of $17,279 for
the nine months ended February 28, 2026 and $24,912 for the nine months ended February 28, 2025. The primary allocation of cash has been
directed towards general working capital needs, reflecting the ongoing operational requirements of the business.
Investing Cash Flows
Our Company made no investments during the nine months
ending ended February 28, 2026 and 2025.
Financing Cash Flows
Net cash provided by financing activities during
the nine months ended February 28, 2026 and 2025 was $11,513 and $24,912, respectively. During the nine months ended February 28, 2026,
Mr. Rodin advanced $4,310 to pay for Company expenses compared to $26,112 during the nine months ended February 28, 2025. Also during
the nine months ended February 28, 2026 and 2025, we received $7,203 and $0 in proceeds from the sale of common stock and made repayments
to related parties of $0 and $1,200, respectively.
17
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
None
Item 4. 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 February 28, 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.
Changes in Internal Control over Financial Reporting
During the three months ended February 28, 2026 there were no changes in
our system of internal controls over financial reporting.
18
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in various
lawsuits and legal proceedings which arise in the ordinary course of business. We are currently not aware of any such legal proceedings
or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition
or operating results.
ITEM 1A. RISK FACTORS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
The following exhibits are included as part
of this report by reference:
| |
|
|
| 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. |
19
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1934, as amended, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, there unto duly
authorized on April 9, 2026.
| |
Global-Smart.Tech Inc. |
| |
|
| |
By: /s/ Yehor Rodin |
| |
Yehor Rodin,
President, Secretary, |
| |
Treasurer, Director
(Principal Executive, Financial and Accounting Officer) |
20