IMA Tech (IMAA) flags going concern, faces OTC ‘caveat emptor’ limits

Rhea-AI Filing Summary

IMA Tech reported revenue of $70,126 and a net loss of $37,232 for the nine months ended January 31, 2026, compared with revenue of $41,974 and a net loss of $28,646 a year earlier.

Total assets were $196,093, including $169,561 of capitalized software, while current liabilities of $278,966 left a stockholders’ deficit of $82,873. Cash was only $397, and the company relies on an interest-free related-party loan of $273,518, leading management to conclude there is substantial doubt about its ability to continue as a going concern.

In January 2026, OTC Markets applied a “caveat emptor” designation to the common stock, which the company expects will severely restrict trading liquidity, pressure the share price, and make raising capital very difficult. The company also signed a non-binding Letter of Intent to acquire Shenzhen Jingbao Supply Chain Technology Co., Ltd., and plans to shift its business focus to that logistics platform if the transaction closes.

Positive

• None.

Negative

• Substantial doubt about going concern: The company reported an accumulated deficit of $119,968 as of January 31, 2026, minimal cash of $397, and management states there is substantial doubt about its ability to continue as a going concern.
• Adverse “caveat emptor” trading designation: In January 2026, OTC Markets applied a “caveat emptor” label to the common stock, which the company expects will sharply reduce liquidity, pressure the share price, and make capital raising extremely difficult.
• Reliance on related-party financing: Operations are funded largely by an interest-free loan from a former executive totaling $273,518 with a maturity date in 2028, underscoring dependence on a single related-party creditor.

Insights

Micro-cap equity analyst

Going concern doubts and trading designation create a high-risk profile.

IMA Tech generated modest revenue of $70,126 over nine months but posted a net loss of $37,232. Cash was only $397 at January 31, 2026 against current liabilities of $278,966, leaving a stockholders’ deficit of $82,873.

Operations depend heavily on an interest-free related-party loan of $273,518, and management explicitly states there is substantial doubt about continuing as a going concern. This signals reliance on external funding or a turnaround to meet obligations.

The January 2026 “caveat emptor” designation on the common stock is particularly significant. The company notes many broker-dealers may block purchases, liquidity can decline sharply, and raising capital may become extremely difficult. The proposed acquisition of Shenzhen Jingbao could change the business model, but it is only at the Letter of Intent stage.

Key Figures

Nine-month revenue: $70,126 Nine-month net loss: $37,232 Cash balance: $397 +5 more

8 metrics

Nine-month revenue $70,126 Revenue for the nine months ended January 31, 2026

Nine-month net loss $37,232 Net loss for the nine months ended January 31, 2026

Cash balance $397 Cash as of January 31, 2026

Related-party loan $273,518 Loan from former officer outstanding as of January 31, 2026

Total assets $196,093 Total assets as of January 31, 2026

Stockholders’ deficit $82,873 Total stockholders’ equity (deficit) as of January 31, 2026

Shares outstanding 2,609,878 shares Common shares issued and outstanding as of March 25, 2026

Capitalized software cost $284,638 Capitalized website development costs as of January 31, 2026

Key Terms

going concern, caveat emptor, Letter of Intent, internal-use software, +2 more

6 terms

going concern financial

"there is substantial doubt about the Company's ability to operate as a going concern."

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

caveat emptor market

"In January 2026, OTC Markets affixed the “caveat emptor” designation to the Company’s common stock."

Letter of Intent financial

"On January 29, 2026, the Company entered into a Letter of Intent (the “Letter of Intent”) to acquire Shenzhen Jingbao"

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

internal-use software technical

"in accordance with ASC Subtopic 350-40, Internal-Use Software-Computer Software Developed or Obtained for Internal Use."

Internal-use software is computer programs developed or bought by a company to run its own operations—things like payroll systems, inventory controls, customer databases, or factory automation—rather than products sold to customers. Investors care because these systems are often large, ongoing expenses that affect efficiency, costs, and scalability; like a factory’s control room or a professional toolkit, better software can raise profit margins and reduce risk, while costly failures or upgrades can hit earnings.

related parties financial

"it may obtain advances from related parties until such time that it can sustain its operations"

Related parties are people or organizations that have close ties to a company—such as owners, executives, family members, or other companies under common control—that can do business with it in ways a stranger would not. Investors care because deals between related parties can favor insiders, hide true costs or benefits, or mask risks; like a family agreeing on a price for a used car, these transactions may not reflect what an independent buyer would pay and can affect a company’s honesty about its finances.

stockholders’ equity (deficit) financial

"Total Stockholders` Equity (Deficit) | | ( 82,873 )"

Offering Details

earnings_snapshot

Offering

Offering Type earnings_snapshot

10-Q Quarterly Reports: What Changes Quarter to Quarter →

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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 January 31, 2026

[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number 000-56696

IMA TECH

(Exact name of registrant as specified in its charter)

Wyoming (State or Other Jurisdiction of Incorporation or Organization) 7372 (Primary Standard Industrial Classification Number) 61-2081994 (IRS Employer Identification Number)

Mr. Wang Hui

Room 302, Building 24, Lane 977,

Jufeng Road, Pudong New Area, Shanghai City

China, 200120

+86 18621500863

(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
Common Stock	-	-

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 [ ]       No [X]

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 [ ]       No [X]

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	[X]	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. [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: 2,609,878 common shares issued and outstanding as of March 25, 2026.

2

IMA TECH

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 January 31, 2026 (Unaudited) and April 30, 2025	5
	Condensed Statements of Operations for the Three and Nine Months Ended January 31, 2026 and 2025 (Unaudited)	6
	Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine months ended January 31, 2026 and 2025 (Unaudited)	7
	Condensed Statements of Cash Flows for the Nine Months ended January 31, 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	17
Item 4.	Controls and Procedures	17
PART II	OTHER INFORMATION:
Item 1.	Legal Proceedings	18
Item 1A	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Submission of Matters to a Vote of Securities Holders	18
Item 5.	Other Information	18
Item 6.	Exhibits	18
	Signatures	19

3

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying interim financial statements of IMA Tech (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

IMA Tech

Condensed Balance Sheets

		As of January 31, 2026						As of April 30, 2025
		(Unaudited)
Assets
Current Assets
Cash	$	397				$			4,500
Prepaid Expenses		26,135							4,900
Total Current Assets		26,532							9,400
Other Assets
Intangible Assets, net		169,561							212,256
Total Other Assets		169,561							212,256
TOTAL ASSETS	$	196,093				$			221,656
LIABILITIES AND STOCKHOLDERS` EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	$	198				$			10,099
Deferred Revenue		5,250							4,400
Loan from Related Parties		273,518							252,798
Total Current Liabilities		278,966							267,297
Total Liabilities		278,966							267,297
Stockholders` Equity (Deficit)
Common stock, $0.001 par value, 75,000,000 shares authorized; 2,609,878 and 5,109,878 shares issued and outstanding as of January 31, 2026 and April 30, 2025, respectively		2,610							5,110
Additional Paid-in Capital		34,686							32,186
Accumulated Deficit		(120,169)							(82,937)
Total Stockholders` Equity (Deficit)		(82,873)							(45,641)
TOTAL LIABILITIES AND STOCKHOLDERS` EQUITY (DEFICIT)	$	196,093				$			221,656

See accompanying notes, which are an integral part of these condensed financial statements

5

IMA Tech

Condensed Statements of Operations

(Unaudited)

		Three Months Ended January 31, 2026		Three Months Ended January 31, 2025		Nine Months Ended January 31, 2026		Nine Months Ended January 31, 2025
REVENUES	$	-	$	27,274	$	70,126	$	41,974
OPERATING EXPENSES
General & Administrative Expenses		201		11,712		64,663		27,925
Amortization		14,232		14,232		42,695		42,695
TOTAL OPERATING EXPENSES		14,433		25,944		107,358		70,692
INCOME (LOSS) FROM OPERATIONS		(14,433)		1,330		(37,232)		(29,976)
PROVISION FOR INCOME TAXES		-		-		-		-
NET INCOME (LOSS)	$	(14,433)	$	1,330	$	(37,232)	$	(28,464)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.01)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		2,743,106		5,109,878		3,920,095		5,109,878

See accompanying notes, which are an integral part of these condensed financial statements.

6

IMA Tech

Condensed Statements of Changes in Stockholders’ Equity (Deficit)

For the Nine Months ended January 31, 2026 and 2025

(Unaudited)

	Common Stock					Additional Paid-in Capital				Accumulated Deficit			Total Stockholders’  Equity (Deficit)
	Shares		Amount
Balance at April 30, 2024	4,154,966		$	4,155		$	4,494		$	(27,866)		$	(19,217)
Common Shares Issued for Cash	35,543			36			1,031			-			1,067
Net Loss	-			-			-			(17,120)			(17,120)
Balance at July 31, 2024	4,190,509			4,191			5,525			(44,986)			(35,270)
Common Shares Issued for Cash	919,369			919			26,661			-			27,580
Net Loss	-			-			-			(12,856)			(12,856)
Balance at October 31, 2024	5,109,878		$	5,110		$	32,186		$	(57,842)		$	(20,546)
Net Loss	-			-			-			1,330			1,330
Balance at January 31, 2025	5,109,878		$	5,110		$	32,186		$	(56,512)		$	(19,216)
Balance as of April 30, 2025	5,109,878		$	5,110		$	32,186		$	(82,937)		$	(45,641)
Net Loss	-			-			-			(20,862)			(20,862)
Balance as of July 31, 2025	5,109,878			5,110			32,186			(103,799)			(66,503)
Common Shares Cancelled	(2,500,000)			(2,500)			2,500			-			-
Net Loss	-			-			-			(1,937)			(1,937)
Balance at October 31, 2025	2,609,878		$	2,610		$	34,686		$	(105,736)		$	(68,440)
Net Loss	-			-			-			(14,433)			(14,433)
Balance at January 31, 2026	2,609,878		$	2,610		$	34,686		$	(120,169)		$	(82,873)

See accompanying notes, which are an integral part of these condensed financial statements.

7

IMA Tech

Condensed Statements of Cash Flows

(Unaudited)

					Nine Months Ended January 31, 2026		Nine Months Ended January 31, 2025
	OPERATING ACTIVITIES
		Net Income (Loss)		$	(37,232)	$	(28,646)
		Adjustments to Reconcile Net loss
		to Net Cash Used in Operating Activities:
		Amortization			42,695		42,695
		Changes in Operating Assets and Liabilities:
		Prepaid Expenses			(21,235)		(7,350)
		Accounts Payable			(9,901)		(79,884)
		Deferred Revenue			850		(4,700)
	Net Cash Used in Operating Activities				(24,823)		(77,885)
	INVESTING ACTIVITIES
	Net Cash Used in Investing Activities				-		-
	FINANCING ACTIVITIES
		Proceeds from Loan from Related Parties			22,020		2,236
		Repayment of Loan from Related Parties			(1,300)		-
		Proceeds from the Sale of Common Stock			-		28,647
	Net Cash Provided by Financing Activities				20,720		30,883
Net Cash Increase (Decrease) for Period					(3,902)		2,389
Cash at Beginning of Period					4,500		7,732
Cash at End of Period				$	397	$	10,121
	SUPPLEMENTAL CASH FLOW INFORMATION
		Cash payments for:
			Interest	$	-	$	-
			Income taxes	$	-	$	-
			Non-cash investing and financing activities:
			Common Stock Cancelled	$	2,500	$	-

See accompanying notes, which are an integral part of these condensed financial statements.

8

IMA Tech

Notes to the Condensed Financial Statements

January 31, 2026 

(Unaudited)

Note 1 – Nature of Business

IMA Tech (“the Company”) was incorporated under the laws of the State of Wyoming, U.S. on March 29, 2023 (Inception). IMA Tech provides customers with an immersive experience by simplifying the process of fulfilling their requests using AI-driven avatars.

The Company specializes in developing digital avatars using a unique blend of Artificial Intelligence, and Database niche. Our technology can be applied to various industries and can be customized to meet specific business needs. Through the utilization of AI-powered avatars, we synergize Artificial Intelligence for image and video generation, and a specialized Database niche of avatars and voices, resulting in captivating interactive experiences. Our Company's business model centers on developing and operating a website featuring digital avatars. Effective December 31, 2025, there occurred a change in control of the Company. On such date, Liliia Havrykh resigned as President, Chief Executive Officer, Treasurer, Secretary and a Director of the Company, Daniel Jozef Szaruga resigned as a Director of the Company, Mateusz Jakubowki resigned as a Director of the Company and Wang Hui was appointed as the Sole Director, President, Chief Executive Officer, Treasurer and Secretary of the Company.

On January 29, 2026, the Company entered into a Letter of Intent (the “Letter of Intent”) to acquire Shenzhen Jingbao Supply Chain Technology Co., Ltd. (“Shenzhen Jingbao”), a company owned by the Company’s Sole Officer and Director, Wang Hui. The Letter of Intent contemplates that the Company would issue a combination of common stock and Series A Preferred Stock (see Item 5.07 Submission of Matters to a Vote of Security Holders below) in the acquisition. The definitive agreement is expected to be completed following the completion of certain administrative actions required by applicable Chinese law, with a closing to occur shortly thereafter.

Note 2 – Going Concern

The condensed financial statements were prepared on a going concern basis that the Company will be able to settle its obligations and make use of its assets in the ordinary course of business in the near future. IMA Tech has generated $70,126 of revenue and incurred a net loss of $37,031 for the nine months ended January 31, 2026. Additionally, the Company is reporting an accumulated deficit since inception of $119,968 as of January 31, 2026 and further losses are anticipated in the development of its business. As a result, there is substantial doubt about the Company's ability to operate as a going concern.

The Company's capacity to operate as a going concern is reliant on its ability to generate profitable operations in the future and/or secure the required funding to meet its obligations and settle liabilities resulting from standard business operations when they become due. Management plans to finance operational expenses for the next twelve months by using available cash on hand, as well as loans from directors and/or a private offering of Common Stock.

Note 3 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended April 30, 2025 filed with the SEC on July 22, 2025.

In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period, have been included.

The financial statements of the Company are presented in US dollars. The Company has adopted an April 30 fiscal year-end. 

9

Fair Value of Financial Instruments

FASB Accounting Standards Codification (“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; and

-        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 our assets and liabilities approximate fair value due to their short-term nature.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent that the funds are not being held for investment purposes. As of January 31, 2026 and April 30, 2025, our cash balance was $598 and $4,500, respectively, and we had no cash equivalents.

Intangible Assets

The Company recognizes and discloses certain intangible assets in its financial statements, in accordance with ASC Subtopic 350-40, Internal-Use Software-Computer Software Developed or Obtained for Internal Use. ASC 350-40-15-2A describes internal-use software as having both of the following characteristics:

a.              The software is acquired, internally developed, or modified solely to meet the entity’s internal needs.

b.              During the software’s development or modification, no substantive plan exists or is being developed to market the software externally.

ASC Subtopic 350-40 requires assets to be recorded at the cost to develop the asset and requires an intangible asset to be amortized over its useful life. Costs to renew or extent the term of an intangible asset is expensed as incurred.

As of January 31, 2026 we have accounted for capitalized expenses related to the development of our website, totaling $284,638 and have recognized accumulated amortization of $115,077. The capitalized expenses are being amortized over a period of 5 years. For the nine months ended January 31, 2026, we recorded amortization expenses of $42,695. We expect to recognize amortization expense of $14,232 for the remainder of the fiscal year ending April 30, 2026, $56,928 for each of the fiscal years ending April 30, 2027 through 2028, and $41,472 for the fiscal year ending April 30, 2029.

10

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to ASC 260, Earnings Per Share. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. There were no potentially dilutive common shares outstanding for the periods presented.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. ASC 606 directs entities to recognize revenue when the promised goods or services are transferred to the customer. The amount of revenue recognized should equal the total consideration an entity expects to receive in return for the goods or services. The Financial Accounting Standards Board created a five-step approach that entities should apply when determining the amount and timing of revenue recognition:

Step 1: Identify the contract 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.

The Company's primary revenue source is the provision of API keys, that give access to the number of minutes for the video creation process using our software. The Company's policy generally requires payment upon issuance of an invoice. Once payment is received, the Company provides the key to the service and specifies the period of time (generally 1 month) for which these minutes must be used. On occasion, the Company may provide the key prior to payment with an agreed upon payment date in the executed contract. The customer may not transfer the key-access to 3rd parties. Revenue is recognized by the Company ratably over the specified period of time that the customer is granted access to our software.

From time to time, the Company may generate revenue from the sale of a non-exclusive perpetual license for a copy of a specific functional portion of its API code. In accordance with ASC 606, such transactions are classified as a right-to-use license sale, as it grants the buyer the right to use the intellectual property as it exists on the date of grant. Importantly, the Code is provided "as is," meaning the Company has no material obligations for future maintenance, updates, or support that could materially affect the usefulness of the licensed intellectual property. Consequently, the Company satisfies its only performance obligation, delivering a copy of the Code and granting a limited license at a specific point in time. Therefore, revenue is recognized in full upon the transfer of control to the buyer, which occurs upon the provision of a secure download link, subject to confirmation of receipt of the full non-refundable transaction price.

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During the nine months ended January 31, 2026 and 2025 the Company recorded revenue of $70,126 and $41,974, respectively. Accounts receivable were $0 and $0 as of January 31, 2026 and April 30, 2025, respectively.

Foreign Currency

The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management follows ASC 830, Foreign Currency Matters to account for these transactions. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. 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 of Operations.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods presented.

Advertising and Marketing

The Company recognizes advertising costs in accordance with ASC 720-35, Advertising Costs, which requires that all advertising costs be expensed as incurred. Advertising and Marketing expenses for the nine months ended January 31, 2026 and 2025 totaled $0 and $0, respectively.

Segment Reporting

The Company operates as a single operating and reportable segment, developing and deploying digital avatars. Our Chief Executive Officer is our Chief Operating Decision Maker, (“CODM”) who evaluates performance and makes operating decisions about allocating resources considering our single geographical area and on a consolidated basis. Accordingly, the CODM considers the 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 in 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 has reviewed all other recent accounting pronouncements issued to date of the issuance of these financial statements and does not believe any of these pronouncements will have a material impact on the Company.

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Note 4 – Capital Stock

The Company has 75,000,000 common shares authorized with a par value of $0.001 per share. 

During the nine months ended January 31, 2026, 2,500,000 of restricted shares held by Liliia Havrykh, the Company’s former President, Chief Executive Officer, Treasurer, Secretary and Director were returned to the Company and cancelled for no consideration.

During the nine months ended January 31, 2025, the Company issued 954,912 shares of common stock for cash proceeds at $0.03 per share for a total of $28,647.

As of January 31, 2026, the Company had 2,609,878 shares issued and outstanding.

Note 5 – Related Party Transactions

To support the Company's financial needs, it may obtain advances from related parties until such time that it can sustain its operations or secure sufficient funding through the sale of its equity or traditional debt financing. Shareholders have not made a written commitment for continued support, and the amounts involved represent advances or payments made to settle liabilities or pay for operations.

As of January 31, 2026, Liliia Havrykh, the Company’s former President, Chief Executive Officer, Treasurer, Secretary and Director of the Company had advanced $273,518 to the Company, of which $22,020 was advanced and $1,300 was repaid during the nine months ended January 31, 2026, all of which was under a loan agreement dated March 29, 2023 for advances up to $90,000, which was amended on December 22, 2023 to increase the loan amount to $140,000 and amended on April 1, 2024 to increase the loan amount to $200,000 and amended on December 16, 2024 to increase the loan amount to $300,000. The loan is for working capital purposes and is interest-free, and has no fixed payment terms other than the maturity date of March 29, 2028.

Note 6 – Commitments and Contingencies

Litigation

The Company was not subject to any legal proceedings from the period March 29, 2023 (Inception) to January 31, 2026, and no legal proceedings are currently pending or threatened to the best of our knowledge.

Note 7 – Change in Control

Effective December 31, 2025, there occurred a change in control of the Company. On such date, Liliia Havrykh resigned as President, Chief Executive Officer, Treasurer, Secretary and a Director of the Company, Daniel Jozef Szaruga resigned as a Director of the Company, Mateusz Jakubowki resigned as a Director of the Company and Wang Hui was appointed as the Sole Director, President, Chief Executive Officer, Treasurer and Secretary of the Company.

Note 8 – Letter of Intent

On January 29, 2026, the Company entered into a Letter of Intent (the “Letter of Intent”) to acquire Shenzhen Jingbao Supply Chain Technology Co., Ltd. (“Shenzhen Jingbao”), a company owned by the Company’s Sole Officer and Director, Wang Hui. The Letter of Intent contemplates that the Company would issue a combination of common stock and Series A Preferred Stock (see Item 5.07 Submission of Matters to a Vote of Security Holders below) in the acquisition. The definitive agreement is expected to be completed following the completion of certain administrative actions required by applicable Chinese law, with a closing to occur shortly thereafter.

Note 9 – “Caveat Emptor” Designation of Common Stock

In January 2026, OTC Markets affixed the “caveat emptor” designation to the Company’s common stock. The Company is attempting to have such designation removed. It may not be successful, in this regard.

The “caveat emptor” designation can be expected to impact the Company in the ways discussed below, among others.

Trading Impact

Most broker-dealers block or heavily restrict purchases (some allow sells only).

Many trading platforms will not accept buy orders at all

The Company’s common stock has been removed from public quotation displays on the OTC Markets.com website.

Quotes for the Company’s common stock may not be shown on certain broker platforms.

Market Impact

Liquidity is subject to significant decline and bid/ask spreads widen significantly.

The Company’s share price can be expected to continue to drop.

Capital and Business Consequences

Raising capital can be expected to be extremely difficult and, if available, on terms that are not beneficial to the Company.

Reputational damage could extend to the Company’s management.

Note 10 – Subsequent Events

In accordance with ASC 855, Subsequent Events, the Company analyzed its operations after January 31, 2026, through the filing date of this report, and did not identify any events after the reporting.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statement Notice

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified using terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and crucial factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States accepted accounting principles.

Business Overview

Our Company's business model centers on developing and operating a website featuring digital avatars. The website offers a wide array of customizable avatars through individual accounts, enabling personalization and interaction through digital personas. Additionally, our website provides multilingual support for up to 40 languages, ensuring a seamless experience for users from diverse linguistic backgrounds. Furthermore, users have the ability to create video presentations, depending on their objectives.

Marketing 

The Company will begin its marketing program online where our potential customers are most probably able and willing to associate.

Government Regulation

We are subject to various federal, state and international laws and regulations that affect Companies conducting business on the Internet and mobile platforms, and working with virtual currencies and storing information on the blockchain including those relating to privacy, use and protection of user and employee personal information and data (including the collection of data from minors), the Internet, behavioral tracking, mobile applications, content, advertising and marketing activities (including sweepstakes, contests and giveaways), and anti-corruption. Additional laws in all of these areas are likely to be passed in the future, which could result in significant limitations on or changes to the ways in which we can collect, use, host, store or transmit the personal information and data of our customers or employees, communicate with our users, and deliver products and services, and may significantly increase our compliance costs. 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.

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Employees

As of the date of this Report, the Company has no employees. The Company’s Sole Director is Wang Hui.

Wang Hui also serves as the Company’s President, Chief Executive Officer, Treasurer, and Secretary. None of the directors or the executive officer are classified as an employee of the Company, and the Company has no other personnel.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statement as of April 30, 2025.

Change in Plan of Business

On January 29, 2026, the Company entered into a Letter of Intent (the “Letter of Intent”) to acquire Shenzhen Jingbao Supply Chain Technology Co., Ltd. (“Shenzhen Jingbao”), a company owned by the Company’s Sole Officer and Director, Wang Hui. The Letter of Intent contemplates that the Company would issue a combination of common stock and Series A Preferred Stock (see Item 5.07 Submission of Matters to a Vote of Security Holders below) in the acquisition. The definitive agreement is expected to be completed following the completion of certain administrative actions required by applicable Chinese law, with a closing to occur shortly thereafter.

With over two decades of expertise in international logistics, Shenzhen Jingbao is headquartered in Shenzhen, China, and operates branches across Guangzhou, Shenzhen, Quanzhou, Xiamen, Yiwu, and Qingdao. Originally specializing in containerized maritime, land, and air freight, Shenzhen Jingbao has cultivated a pragmatic, diligent, and efficient service philosophy. Leveraging its professional expertise and resource advantages, it has developed an in-house ecommerce logistics system to target the rapidly expanding e-commerce sector in Southeast Asia. Shenzhen Jingbao is committed to becoming the most robust supply chain logistics provider in the region, building an integrated and comprehensive logistics information system and management model. It aims to create a professional logistics service enterprise that seamlessly integrates commercial, logistics, information, and capital flows.

Once acquired, the Company’s Board of Directors intends to pursue the business plan of Shenzhen Jingbao if favor of its current operations.

The Company is unable to predict its operating results following the completion of its planned acquisition of Shenzhen Jingbao.

Results of Operations

Three months ended January 31, 2026 compared to January 31, 2025

Revenue

For the three months ended January 31, 2026 we generated total revenue of $NIL.

For the three months ended January 31, 2025 we generated total revenue of $27,274.

The increase in revenue over time was due to general overall growth of the Company and an increase in our customer base, along with improvements to our website that allowed for us to better market our product and provide our services. However, these revenue results relate to the plan of business that is to be abandoned in favor of the business plan of Shenzhen Jingbao, once acquired.

Operating Expenses

Total operating expenses for three months ended January 31, 2026 were $14,433. The operating expenses included amortization expense of $14,232.

Total operating expenses for three months ended January 31, 2025 were $25,944. The operating expenses included general and administrative expenses of $11,713 and amortization expense $14,231.

These results relate to the plan of business that is to be abandoned in favor of the business plan of Shenzhen Jingbao, once acquired

Net Loss

Overall increases were due to Company growth, which included efforts to improve our online exposure to potential customers, maintenance and improvements to our website for better user experiences, OTCQB exchange filing fees and server rental costs.

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These results relate to the plan of business that is to be abandoned in favor of the business plan of Shenzhen Jingbao, once acquired our net (loss)/gain for three months ended January 31, 2026 and 2025 was $(14,433) and $1,330, respectively, due to increases in expenses that were in excess of our revenue increases, as described above.

Nine months ended January 31, 2026 compared to January 31, 2025

Revenue

For the nine months ended January 31, 2026 we generated total revenue of $70,126.

For the nine months ended January 31, 2025 we generated total revenue of $41,974.

The increase in revenue over time was due to general overall growth of the Company and an increase in our customer base, along with improvements to our website that allowed for us to better market our product and provide our services. However, these revenue results relate to the plan of business that is to be abandoned in favor of the business plan of Shenzhen Jingbao, once acquired.

Operating Expenses

Total operating expenses for nine months ended January 31, 2026 were $107,358. The operating expenses included amortization expense ($42,695), and general and administrative expenses ($64,663).

Total operating expenses for nine months ended January 31, 2025 were $70,620. The operating expenses included amortization expense ($42,695), and general and administrative expenses ($27,925).

Overall increases were due to Company growth, which included efforts to improve our online exposure to potential customers, maintenance and improvements to our website for better user experiences, OTCQB exchange filing fees and server rental costs.

Our net loss for nine months ended January 31, 2026 and 2025 was $37,232 and $28,646, respectively, due to revenue and operating expenses described above.

These results relate to the plan of business that is to be abandoned in favor of the business plan of Shenzhen Jingbao, once acquired.

Liquidity and Capital Resources

As of January 31, 2026 the Company had cash of $397 ($4,500 as of April 30, 2025) and had a negative working capital of $82,873 as of January 31, 2026.

Net cash used in operating activities for the nine months ended January 31, 2026 was $46,798 due to a net loss of $37,233, a change in operating assets and liabilities of $30,286, offset by amortization expense of $42,695.

Net cash used in operating activities for the nine months ended January 31, 2025 was $77,885 due to a net loss of $28,464, a change in operating assets and liabilities of $35,190, offset by amortization expense of $42,695.

We had no cash flows used in or provided by investing activities for the nine months ended January 31, 2026 and 2025.

Net cash provided by financing activities for the nine months ended January 31, 2026 was $20,720 due to proceeds from related party loans of $22,020, offset by repayments for related party loans of $1,300. 

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Off-Balance Sheet Arrangements

At January 31, 2026, and at April 30, 2025, the Company had no off-balance sheet arrangements.

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 January 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.

Changes in Internal Control over Financial Reporting

During the three months ended January 31, 2026 there were no changes in our system of internal controls over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.

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

(a) Other Information

In January 2026, OTC Markets affixed the “caveat emptor” designation to our common stock. We are attempting to have such designation removed. No assurance can be made that we will be successful, in this regard.

The “caveat emptor” designation can be expected to impact our company in the ways discussed below, among others.

Trading Impact

Most broker-dealers block or heavily restrict purchases (some allow sells only).

Many trading platforms will not accept buy orders at all

Our common stock has been removed from public quotation displays on the OTC Markets.com website.

Quotes for our common stock may not be shown on certain broker platforms.

Market Impact

Liquidity is subject to significant decline and bid/ask spreads widen significantly.

Our share price can be expected to continue to drop.

Capital and Business Consequences

Raising capital can be expected to be extremely difficult and, if available, on terms that are not beneficial to us.

Reputational damage could extend to our management.

(c) Trading Plans

During the three months ended January 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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.

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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 May 15, 2026.

IMA Tech

By: /s/ Wang Hui                       

Wang Hui, President, Secretary,

Treasurer, Director

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FAQ

How did IMAA (IMA Tech) perform financially for the nine months ended January 31, 2026?

IMA Tech reported nine-month revenue of $70,126 and a net loss of $37,232. Revenue increased from $41,974 a year earlier, but higher operating expenses, mainly general and administrative costs and amortization of capitalized software, kept the company unprofitable.

What is the financial condition of IMAA (IMA Tech) as of January 31, 2026?

IMA Tech had total assets of $196,093 and a stockholders’ deficit of $82,873. Cash was only $397, while current liabilities totaled $278,966, leaving negative working capital and prompting a going concern warning from management.

Why does IMAA (IMA Tech) disclose substantial doubt about its ability to continue as a going concern?

The company has recurring losses, a small cash balance, and a growing accumulated deficit. It reported an accumulated deficit of $119,968 and relies on related-party loans and potential equity offerings to fund operations, leading management to state substantial doubt about continuing as a going concern.

What is the impact of the OTC Markets “caveat emptor” designation on IMAA (IMA Tech) stock?

The “caveat emptor” label is expected to severely restrict trading and capital access. The company notes many broker-dealers may block purchases, liquidity may decline sharply, bid/ask spreads may widen, and raising capital could become extremely difficult on unfavorable terms.

What related-party financing does IMAA (IMA Tech) have outstanding?

IMA Tech owes $273,518 to a former officer under an interest-free loan. The facility has been amended several times to increase its maximum to $300,000 and matures on March 29, 2028, providing key working-capital support despite the company’s deficits.

What strategic transaction is IMAA (IMA Tech) pursuing with Shenzhen Jingbao?

The company signed a Letter of Intent to acquire Shenzhen Jingbao Supply Chain Technology Co., Ltd. The deal would use a mix of common and Series A preferred stock, and management plans to adopt Shenzhen Jingbao’s logistics-focused business plan if the acquisition closes.