Mercalot posts $30K sales, reports going concern
Mercalot Inc. (MRCL), a Wyoming-based emerging growth company operating the “SafeDeal Connect” online marketplace focused on Spain, reported small but growing revenue and continuing losses for the years ended June 30, 2026 and 2025.
Rhea-AI Filing Summary
Mercalot Inc. (MRCL), a Wyoming-based emerging growth company operating the “SafeDeal Connect” online marketplace focused on Spain, reported small but growing revenue and continuing losses for the years ended June 30, 2026 and 2025.
Revenue rose to $30,420 in 2026 from $3,900 in 2025, driven mainly by banner advertising in the app, but net losses were $32,072 in 2026 and $36,265 in 2025. As of June 30, 2026, cash was $30,061, with a working capital deficit of $27,020, total liabilities of $100,961 and an accumulated deficit of $70,368. The auditor and management highlight substantial doubt about the company’s ability to continue as a going concern, and operations are currently funded by equity issuances and $57,081 of director loans.
The company owns a mobile app and website acquired for $47,000 (net carrying amount $28,184) and had 5,735,200 common shares outstanding as of June 30, 2026, with the president holding 52%. Internal control over financial reporting is deemed ineffective due to several material weaknesses, including lack of an audit committee, weak cash controls, and insufficient IT controls.
Positive
- None.
Negative
- Substantial doubt about going concern disclosed due to $70,368 accumulated deficit, working capital deficit of $27,020, and continued net losses.
- Material weaknesses in internal control identified, including no audit committee, inadequate cash controls, and weak IT backup procedures.
- Balance sheet shows stockholders’ deficit of $42,716 and total liabilities of $100,961, indicating the company is highly leveraged relative to its small asset base.
- Operations depend on $57,081 in related-party loans and the ability to raise additional capital, with no assurance of future financing or profitability.
Filing Explained
The September 21, 2026 10-K reports
Key Figures
Key Terms
going concern financial
emerging growth company regulatory
deferred revenue financial
intangible assets financial
material weakness financial
Internal Control - Integrated Framework regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were Mercalot Inc. (MRCL)’s revenues and losses for fiscal 2026?
What going concern issues does MRCL disclose in this 10-K?
How much cash and debt does Mercalot Inc. (MRCL) have?
What are the main assets of Mercalot Inc. (MRCL)?
What internal control weaknesses does MRCL report?
Does Mercalot Inc. (MRCL) pay dividends?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the fiscal year ended
For the transition period from __________ to __________
Commission File Number:
(Exact name of small business issuer as specified in its charter)
| 7380 | ||||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Number) |
(IRS Employer Identification Number) |
Telephone:
+1
Email: mercalot.inc@safedealconnect.com
(Name, address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
None
Securities registered under Section 12(b) of the Exchange Act
None
Securities registered under Section 12(g) of the Exchange Act
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ☐
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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”, “non-accelerated filer”, “emerging growth company” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:
| Large accelerated filer ☐ | Accelerated filer ☐ | Emerging growth company |
Smaller reporting company |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark
whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by checkmark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
State the aggregate market value of the voting
and non-voting common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second
fiscal quarter. $
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
Common stock $0.0001 per share; common shares issued and outstanding as of September 21, 2026.
TABLE OF CONTENTS
| Page | ||
| PART I | ||
| Item 1. | Description of Business. | 1 |
| Item 1A. | Risk Factors. | 11 |
| Item 1B. | Unresolved Staff Comments. | 11 |
| Item 1C. | Cybersecurity. | 11 |
| Item 2 | Properties. | 11 |
| Item 3. | Legal proceedings. | 11 |
| Item 4. | Mine Safety Disclosures. | 11 |
| PART II | ||
| Item 5. | Market for Common Equity and Related Stockholder Matters. | 11 |
| Item 6. | Selected Financial Data. | 12 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 12 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 13 |
| Item 8. | Financial Statements and Supplementary Data. | 13 |
| Item 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure. | 24 |
| Item 9A (T). | Controls and Procedures | 24 |
| Item 9B. | Other Information. | 24 |
| PART III | ||
| Item 10 | Directors, Executive Officers, Promoters and Control Persons of the Company. | 25 |
| Item 11. | Executive Compensation. | 26 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 28 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 28 |
| Item 14. | Principal Accounting Fees and Services. | 28 |
| PART IV | ||
| Item 15. | Exhibits | 29 |
| Signatures | ||
| i |
PART I
Item 1. Description of Business
Forward-looking statements
Statements made in this Form 10-K 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 1934 (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 important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
GENERAL INFORMATION
Mercalot Inc. was incorporated on April 24, 2024 under the laws of the state of Wyoming. We are a development stage company that provides an e-commerce and classifieds platform, which is also known as online marketplace. We have purchased a mobile application known as “SafeDeal Connect”, which is already working, but we also intend to add more features to make the app better and offer wide range of services.
Currently, we have no employees, only our officers and directors, Mr. Blas Mayor Reyes and Ms. Isabel Marin Vargas. Our executive and business office is located at C/ de l’Illa Formentera, 54, Quatre Carreres, 46026 Valencia, Spain, and our telephone number is +13072630861.
Our business is an online platform that combines the ability to place offers and orders for services, creating a convenient environment for interaction between buyers and service providers. “SafeDeal” aims to ensure the reliability and security of the entire process: from searching to dealings. The application strives to become a reliable partner that will support the user at every step. Our mission is to develop a convenient and secure platform. Starting in the Spanish market, we have significant plans for expansion into the broader European market.
Marketplace platforms hold immense relevance and importance in today’s interconnected and digital world. These platforms, where buyers and sellers converge to exchange goods, services, and ideas, play a pivotal role in shaping the modern economy. Here is why they are so significant:
Global Connectivity: marketplace platforms break down geographical barriers, connecting individuals and businesses on a global scale, meaning that sellers can reach a vast audience, and buyers can access a diverse range of products and services from around the world.
Economic Empowerment: these platforms empower individuals and small businesses by providing a level playing field, allowing entrepreneurs to easily set up virtual storefronts, reaching potential customers without the need for a physical presence; this democratization of commerce contributes to economic empowerment.
| 1 |
Efficiency and Convenience: marketplace platforms streamline the buying and selling process, making it efficient and convenient by allowing users to browse, compare, and make a deal with just a few clicks, eliminating the traditional hassles associated with commerce.
Diverse Product and Service Offerings: our marketplace platform offers a comprehensive range of services and products, organized into the following categories:
| · | Services: |
| - | Design (services in graphic design, logo creation, and branding, catering to businesses and individuals looking to enhance their visual identity); | |
| - | Development and IT (web and software development, app development, IT support, and other technology services for clients seeking custom digital solutions); | |
| - | SEO and Traffic (services to improve website search engine rankings, drive traffic, and optimize digital presence for businesses aiming to enhance online visibility); |
| - | Social media and Advertising (social media management, digital marketing strategies, and online advertising services for brands looking to grow their audience and reach); | |
| - | Audio, Video, and Shooting (professional services for video production, audio editing, photography, and videography for personal or commercial projects); | |
| - | Texts and Translations (writing, copywriting, editing, and translation services across multiple languages for diverse content needs); | |
| - | Business and Life (consulting services for business strategy, personal development, life coaching, and other professional advice tailored to personal and business growth). |
| · | Products: |
| - | iTunes & App Store (digital products and services available for purchase through major app platforms like iTunes and the App Store); | |
| - | Audiobooks (audio versions of books across genres, catering to listeners seeking educational or recreational content); | |
| - | Databases (collections of data and resources, including educational materials, industry data, and research tools); | |
| - | Video and Audio Courses, Lessons (digital courses and lessons covering a wide range of topics, from professional skills to personal hobbies); | |
| - | Web Sites (pre-built websites and templates for individuals and businesses looking to establish an online presence quickly); | |
| - | Mobile Applications (access to and downloads of mobile applications for a variety of uses, from productivity to entertainment); | |
| - | Access to Resources (subscriptions or one-time purchases for exclusive access to digital libraries, educational content, and other resources); | |
| - | Game Accounts and Currency (virtual items such as game accounts and in-game currency for popular video games, catering to gaming enthusiasts); | |
| - | Gift Certificates and Invitations (digital gift certificates for various services and personalized invitations for events and special occasions); | |
| - | Forecasts and Social Networks (industry trend forecasts, market research reports, and tools to grow and manage social media presence); | |
| - | Hosting (web hosting services for individuals and businesses, enabling them to host websites, applications, and digital content online); | |
| - | Miscellaneous (user-uploaded products such as secondhand clothes, handmade crafts, and other physical items, creating a versatile marketplace for unique and personalized goods). |
| 2 |
By offering a diverse selection of goods and services, our platform aims to serve a wide range of consumer preferences, from individual creators and small businesses to consumers looking for unique products and professional services. This diversity enhances our marketplace’s inclusiveness and caters to both digital and physical product needs.
Innovation Hub: these platforms often serve as hubs for innovation, where entrepreneurs can test new ideas, products, or services without significant upfront costs, fostering a culture of creativity and continuous improvement.
Data-Driven Insights: the data generated by marketplace platforms provide valuable insights into consumer behavior, market trends, and preferences, allowing businesses to make informed decisions and tailor their offerings to meet customer demands.
“SafeDeal” app is new and convenient online marketplace, where every seller can find their buyer and every customer can find what they need. The platform provides an opportunity for both sellers and buyers to place ads for goods and services they want to sell or buy. By combining accessibility, efficiency, and trust, the application transforms the way people in Spain engage in buying and selling, shaping a more connected and empowered society. We provide our customers with a user-friendly application that caters to both seasoned service providers and sellers and newcomers alike. The interface is designed with simplicity in mind, ensuring a smooth and intuitive experience for users of all backgrounds. Whether you’re looking to sell pre-loved items, discover unique treasures, or engage in professional service providing, “SafeDeal” has you covered. Here are services that we can offer in our application:
| · | User-Friendly Interface (navigate effortlessly through the app’s clean and intuitive design, making buying and selling a breeze) | |
| · | Protection of Personal Data (utilization of state-of-the-art encryption technologies to ensure the confidentiality of personal data; two-factor authentication for an additional layer of security) | |
| · | Identity Verification (identity verification through email or nickname; blocking suspicious accounts) | |
| · | Personalized Profiles (users can create their unique profile to showcase their listings, reviews, and ordering history; also, they can connect with other users and build a trusted network within the community) | |
| · | Placing offers (users can create offers for the provision of various services; detailed descriptions, photos and prices allow you to present your services in the best possible way) | |
| · | Ordering services (users can place orders for the services they need, specifying details and deadlines; users can also look for the services in the catalog of all the offers in the application; reviews and ratings help to choose the best performers) | |
| · | Dynamic Categories (exploring a diverse range of categories, from electronics and fashion to real estate and services) | |
| · | Chat and notifications (built-in chat for convenient communication between the client and the contractor; notifications about the status and changes in orders) | |
| · | Customer Support (providing 24/7 customer support to address user queries and resolve potential issues) |
| 3 |
There are also several features that we intend to successfully implement in the future:
| · | Premium accounts for users: Introducing a paid package for users that provides additional features such as access to exclusive services, advanced search capabilities, and personalized recommendations. | |
| · | Paid packages for the contractors: Fulfillers can subscribe to premium packages to increase visibility and the number of orders. Packages may include priority visibility, the ability to add more photos, or highlighting in search results. | |
| · | Advertising campaign options: Introducing paid options for service providers and businesses to promote their services to their target audience through customized advertising campaigns. | |
| · | Affiliate programs: Creating affiliate programs for other businesses and services that allow you to receive commissions from genuine sales made through affiliate links or promotional codes. | |
| · | Analytics and data: Collecting and analyzing user data to provide insights to product sellers and service providers. This could include anonymized data on user’s search history, their preferences and requirements. Charging fees for access to this data. The prices for data analytics can vary depending on the level of access and the type of data provided. | |
| · | Additional services: Offering additional paid services, such as transaction security consultations, insurance, and other services that improve the user experience. |
For a better understanding of how the “SafeDeal” app works, let’s consider two scenarios of using the app:
| I. | Ordering a service |
| 1) | the user registers or logs into their account | |
| 2) | then access the catalog of posted services and goods | |
| 3) | use filters to specify a service or product for a smaller sample or enter the name in the search field | |
| 4) | select the service or product of interest and contact the seller to receive it using the appropriate button in the service window |
| II. | Placing a service |
| 1) | after logging in to the application, click the create service button | |
| 2) | select the type: sale of a service or product, category, write a description and set a price | |
| 3) | the created service or product is put up for sale and displayed in the catalog, wait for your buyer |
We plan to constantly expand the functionality of our services to make our application more attractive for our consumers. We have purchased the mobile application from LABRIS LIMITED for iOS and Android platforms and the website for total consideration of US $47,000.
| 4 |
The Company’s revenues are expected to be derived mostly from advertising, but there are also several revenue opportunities that we intend to use in the future, such as premium account subscriptions, paid packages for the contractors, affiliate programs, analytics and data, additional paid services, such as transaction security consultations, insurance, and other services that improve the user experience. For a more detailed description of all earning opportunities, see the “Revenue” section below.
REVENUE
| · | Advertising – generating income through in-app advertising, including: |
| - | Banner ads that will feature static or animated images or media and will be strategically positioned in prominent areas of the app. This form of advertising is appealing as it can increase exposure to a wide range of services and products, leading to potential customer leads. | |
| - | Pop-up windows that represent another impactful aspect of our advertising services, these pop-ups will appear at the center of the screen, effectively capturing the attention of users. |
In the future, we may generate additional revenue from the following services:
| · | Premium accounts for users: Introducing a paid package for users that provides additional features such as access to exclusive services, advanced search capabilities, and personalized recommendations. | |
| · | Paid packages for the contractors: Fulfillers can subscribe to premium packages to increase visibility and the number of orders. Packages may include priority visibility, the ability to add more photos, or highlighting in search results. | |
| · | Advertising campaign options: Introducing paid options for service providers and businesses to promote their services to their target audience through customized advertising campaigns. | |
| · | Affiliate programs: Creating affiliate programs for other businesses and services that allow you to receive commissions from genuine sales made through affiliate links or promotional codes. | |
| · | Analytics and data: Collecting and analyzing user data to provide insights to product sellers and service providers. This could include anonymized data on users’ search histories, their preferences and requirements. Charging fees for access to this data. The prices for data analytics can vary depending on the level of access and the type of data provided. | |
| · | Additional services: Will offering additional paid services, such as transaction security consultations, insurance, and other services that improve the user experience. |
The “Current Service Pricing” and “Future Service Pricing” sections reflect price ranges that have been developed based on market analysis, industry standards, and the perceived value of our offerings. These price estimates are dynamic and may be adjusted in response to a variety of elements, such as shifts in the market, improvements to services, and input from customers.
OUR ASSET MOBILE APPLICATION AND WEBSITE
We have a mobile application for Android and iOS platforms known as “SafeDeal Connect”. The address on Google play is https://play.google.com/store/apps/details?id=sdc.connect and on App store – https://apps.apple.com/us/app/safe-deal-connect/id6477819843. Our app is ready to use, but we also intend to add more features to make the app better and offer a wider range of services.
| 5 |
The backend infrastructure of our application is built on the Node.js software platform, employing the Express.js framework to streamline communication with the client via HTTP requests. For the backend, MongoDB, a NoSQL database, is integrated to enhance flexibility and scalability in handling dynamic data. MongoDB’s document-oriented approach proves invaluable, allowing seamless adaptation to evolving data structures. On the front end, the user interface is constructed using the React JavaScript library, known for its declarative and efficient approach to building interactive UIs. React’s component-based architecture facilitates modular and maintainable code, contributing to a smooth and responsive user experience.
The main features and functionality of the application are:
| · | user registration via email | |
| · | view and edit your profile | |
| · | saving and further viewing of your favorite offers | |
| · | change the application’s theme from light to dark | |
| · | the ability to contact support | |
| · | change the language to the user’s preference: English or Spanish | |
| · | placing orders and offers | |
| · | viewing services and offers of other users, searching them by category, cost, and novelty | |
| · | chat to communicate with the service provider |
The technologies and features that we intend to implement as part of the next steps in developing the “SafeDeal” application include:
| · | improvement of security and privacy system | |
| · | improvement of user chat | |
| · | Location based searches | |
| · | analytics and data | |
| · | additional services, such as transaction security consultations, insurance, and other services that improve the user experience | |
| · | affiliate programs | |
| · | premium accounts for users | |
| · | targeted advertising |
Our website (safedealconnect.com) is for informational purposes only and does not have the functionality of a mobile application. It provides users with information about the “SafeDeal” app, our company and contacts.
MARKET OVERVIEW
According to the recent research of Forbes, by 2027, 23% of retail purchases are expected to take place online and the e-commerce market is expected to total over $7.9 trillion. Various marketplaces make it possible not only to shop online but also to order various services, from painting to software development, without even leaving home. To quote the above-mentioned Forbes article: “If you’re looking for a way to boost your sales and take your business to new heights, e-commerce should be on your radar.” Therefore, it goes without saying that e-commerce is at the peak of popularity and continues to grow rapidly.
| 6 |
Spain is no exception. According to its Statista a global data and business intelligence platform, retail e-commerce sales are expected to grow at a compound annual growth rate (CAGR) of 8.22%. In addition, there are other factors that demonstrate the relevance of online marketplaces today:
| - | Gig economy activities are gaining popularity among independent professionals and entrepreneurs, making such platforms relevant to this rapidly growing audience. | |
| - | The general trend towards a mobile lifestyle in Spanish society is driving the popularity of mobile apps for various daily tasks, including searching and providing services. | |
| - | Considering local cultural aspects and peculiarities of the Spanish market allows creating a product that more closely matches the expectations and needs of users. | |
| - | Such platforms can act as a catalyst for the development and support of small businesses and freelancers, adding social and economic value. |
As the digital economy evolves, “SafeDeal Connect” remains dedicated to connecting, empowering, and providing a dynamic platform for individuals and businesses to thrive in the Spanish e-commerce ecosystem.
COMPETITION
There are numerous global companies in the industry. Among them: Craigslist, Gumtree, OLX, Mercari and others. They provide their services in English and other different languages, as usual, but all these companies operate in Spain, or at least in some parts of it, but they are focused on the global market rather than on a specific country, so we believe that we can start by carving out a niche in the Spanish market. Most of these companies are privately held; therefore, our future competitors will be substantially larger than our Company and have greater financial and technical resources, industry expertise, and managerial capabilities than we have. Most of our competitors benefit from established brand awareness with current and prospective customers.
We believe that industry competition for customers is primarily based on brand recognition, marketing, price, and quality of service. We hope to be able to compete effectively based on these factors though we primarily hope to develop a niche market firstly in Spain then we plan to operate over the European countries.
MARKETING & SALES STRATEGY
A significant portion of our earnings will be allocated in improving our mobile application and expanding its functionality. This investment aims to attract a broader audience and enhance the appeal of our services. Additionally, a substantial share of our revenue will be dedicated to advertising and marketing efforts to promote our services effectively.
Firstly, our officers and directors, Blas Mayor Reyes and Isabel Marin Vargas will promote our products word of mouth and present our platform “SafeDeal Connect” as a fully functional and convenient online marketplace. Eventually, we intend to engage a freelance marketing manager, who will be responsible for the online advertising and sales.
| 7 |
We plan to market our app through the following strategies:
| - | Unique Selling Proposition (we clearly define our advantages apart from competitors and will use them to promote our product). | |
| - | Brand Identity (developing a strong and consistent brand identity across all channels). | |
| - | Search Engine Optimization (optimizing content for search engines to improve visibility). | |
| - | Social Media Presence (utilizing platforms relevant to our audience for engagement and promotions). | |
| - | Blog Articles and Guides (sharing valuable content related to our marketplace to attract and educate users). | |
| - | Video Content (creating engaging videos showcasing the benefits of our app and its features). | |
| - | User-generated Content (encouraging users to share their experiences on social media and within the app). | |
| - | Identify Influencers (collaborating with influencers in our industry to extend our reach). | |
| - | Strategic Alliances (forming partnerships with complementary businesses to cross-promote). | |
| - | Continuous Evaluation (regularly assessing and adapting strategies based on market trends and user feedback). | |
| - | Leverage Positive Feedback (showcasing positive user reviews and testimonials to build trust). | |
| - | Localized Marketing (tailoring campaigns for specific regions or cultures). | |
| - | Community Building (fostering a sense of community among users through forums and social media). |
Our ability to execute our marketing strategy may be adversely affected if we do not have sufficient funds available for marketing activities, which could negatively affect our ability to attract users and grow our business.
EMPLOYEES; CONTRACTS
We have no employees other than our officers and directors, Blas Mayor Reyes and Isabel Marin Vargas.
OFFICES
Our business office is located at C/ de l’Illa Formentera, 54, Quatre Carreres, 46026 Valencia, Spain and our phone number is +13072630861.
GOVERNMENT AND INDUSTRY REGULATION
We must adhere to all relevant laws and regulations that pertain directly or indirectly to our operations, including United States securities laws. Compliance with all regulations, rules, and directives from governmental authorities and agencies is mandatory for our services in Spain and for operating any facility in any jurisdiction where we conduct activities.
We hold the view that government regulation will not significantly affect our business operations.
| 8 |
EMERGING GROWTH COMPANY STATUS UNDER THE JOBS ACT
Mercalot Inc. qualifies as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (the “JOBS Act”).
The JOBS Act creates a new category of issuers known as “emerging growth companies.” Emerging growth companies are those with annual gross revenues of less than $1.07 billion (as indexed for inflation) during their most recently completed fiscal year. The JOBS Act is intended to facilitate public offerings by emerging growth companies by exempting them from several provisions of the Securities Act of 1934 and its regulations. An emerging growth company will retain that status until the earliest of:
| · | The first fiscal year after its annual revenues exceed $1.07 billion; | |
| · | The first fiscal year after the fifth anniversary of its IPO; | |
| · | The date on which the company has issued more than $1.07 billion in non-convertible debt during the previous three-year period; and | |
| · | The first fiscal year in which the company has a public float of at least $700 million. |
Financial and Audit Requirements
Under the JOBS Act, emerging growth companies are subject to scaled financial disclosure requirements. Pursuant to these scaled requirements, emerging growth companies may:
| · | Provide only two rather than three years of audited financial statements in their IPO Registration Statement; | |
| · | Provide selected financial data only for periods no earlier than those included in the IPO Registration Statement in all SEC filings, rather than the five years of selected financial data normally required; | |
| · | Delay compliance with new or revised accounting standards until they are made applicable to private companies; and | |
| · | Be exempted from compliance with Section 404(b) of the Sarbanes-Oxley Act, which requires companies to receive an outside auditor’s attestation regarding the issuer’s internal controls. |
| 9 |
Offering Requirements
In addition, during the IPO offering process, emerging growth companies are exempt from:
| · | Restrictions on analyst research prior to and immediately after the IPO, even from an investment bank that is underwriting the IPO; | |
| · | Certain restrictions on communications to institutional investors before filing the IPO registration statement; and |
Other Public Company Requirements
Emerging growth companies are also exempt from other ongoing obligations of most public companies, such as:
| · | The requirements under Section 14(i) of the Exchange Act and Section 953(b)(1) of the Dodd-Frank Act to disclose executive compensation information on pay-for-performance and the ratio of CEO to median employee compensation; | |
| · | Certain other executive compensation disclosure requirements, such as the compensation discussion and analysis, under Item 402 of Regulation S-K; and | |
| · | The requirements under Sections 14A (a) and (b) of the Exchange Act to hold advisory votes on executive compensation and golden parachute payments. |
Election under Section 107(b) of the JOBS Act
As an emerging growth company, we have made the irrevocable election to not adopt the extended transition period for complying with new or revised accounting standards under Section 107(b), as added by Section 102(b), of the JOBS Act. This election allows companies to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.
DESCRIPTION OF PROPERTY
OFFICES
Our business office is located at C/ de l’Illa Formentera, 54, Quatre Carreres, 46026 Valencia, Spain. The office space is provided by our officer and President, Mr. Blas Mayor Reyes, at no cost to the Company. Based on current market rates for similar office spaces in the Valencia area, the approximate dollar value of this office space is $600 per month or $7,200 per year. Our telephone number is +13072630861.
| 10 |
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments
Not applicable to smaller reporting companies.
Item 1C. Cybersecurity
Item 2. Description of Property
We do not own any real estate or other properties.
Item 3. Legal Proceedings
We are not aware of any legal proceedings to which we are a party, or to which any of our property is subject, that are pending, threatened, or contemplated, or of any unsatisfied judgments against us.
Item 4. Mine Safety Disclosures
Not applicable.
| 11 |
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Number of Holders
As of June 30, 2026, the 5,735,200 issued and outstanding shares of common stock were held by a total of 38 shareholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal year ended June 30, 2026 and 2025.
Recent Sales of Unregistered Securities
The Company is authorized to issue 75,000,000 shares of common stock, par value $0.0001 per share.
On April 30, 2024, the Company issued a total of 3,000,000 shares of restricted common stock to Blas Mayor Reyes, our officer and director, in consideration of $300 at $0.0001 per share in consideration for services provided to the Company. Pursuant to the Service Agreement, dated April 30, 2024, Blas Mayor Reyes, our officer and director, provided the following services to the Company: business plan development and market analysis; preparing the "Form S-1. Registration Statement"; preparing all supporting documents (including BYLAWS, Resolutions, Subscription Agreements, etc.); preparing the financial statements for the Company. On July 5, 2024, an Act of Acceptance was executed, confirming completion of the services under the Service Agreement.
In December 2024, the Company issued 1,040,000 shares of common stock for cash proceeds of $10,400 at $0.01 per share.
In January 2025, the Company issued 1,095,200 shares of common stock for cash proceeds of $10,952 at $0.01 per share.
In February 2025, the Company issued 445,000 shares of common stock for cash proceeds of $4,450 at $0.01 per share.
In March 2025, the Company issued 155,000 shares of common stock for cash proceeds of $1,550 at $0.01 per share.
There were 5,735,200 shares of common stock issued and outstanding as of June 30, 2026.
Other Stockholder Matters
None.
| 12 |
Item 6. Selected Financial Data
Not applicable to smaller reporting companies.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations for the year ended June 30, 2026 and June 30, 2025:
Revenue and cost of goods sold
For the year ended June 30, 2026 the Company generated total revenue of $30,420 from services provided to the customers through its platform.
For the year ended June 30, 2025 the Company generated total revenue of $3,900 from services provided to the customers through its platform.
Such increase in revenue in 2026 is due to increase in banner advertising in “SafeDeal Connect” mobile application (AppStore) to our customers Rodevix LLC, Aleksandra Potarusova, Stuart Mooney, Olena Berkoza, Yurii Firs, Wilfredo Arias, Yhoendry Cuartt Chirinos and VERTEX GLOBAL GROUP LLC.
Operating expenses
Total operating expenses for the year ended June 30, 2026 were $62,492. The operating expenses for the year ended June 30, 2026 included consulting services of $12,000; bank charges of $114; amortization expense of $9,408; legal fees of $1,690; audit fees of $15,000 and professional fees of $24,280.
Total operating expenses for the year ended June 30, 2025 were $40,165. The operating expenses for the year ended June 30, 2025 included consulting services of $14,000; bank charges of $225; amortization expense of $9,408; legal fees of $1,892; audit fees of $11,000 and professional fees of $3,640.
| 13 |
Net Loss
The net loss for the year ended June 30, 2026 was $32,072.
The net loss for the year ended June 30, 2025 was $36,265.
Liquidity and Capital Resources and Cash Requirements
As of June 30, 2026, the Company had cash of $30,061 and a working capital deficit of $27,020.
During the year ended June 30, 2026, the Company generated $9,284 of cash from operating activities, primarily due to its net loss, an increase in deferred revenue of $1,380, an increase in accounts payable-related party of $12,000, and amortization expense of $9,408.
During the year ended June 30, 2026, the Company had no cash flows from investing activities.
During the year ended June 30, 2026, the Company generated $99 of cash from financing activities.
At year ended June 30, 2025, the Company had cash of $39,246. Furthermore, the Company had a working deficit of $17,736.
During the year ended June 30, 2025, the Company generated $3,643 of cash from operating activities, primarily due to its net loss, an increase in deferred revenue of $16,500, an increase in accounts payable of $14,000 and amortization expense of $9,408.
During the year ended June 30, 2025, the Company had no cash flows from investing activities.
During the year ended June 30, 2025, the Company generated $35,104 of cash from financing activities.
We cannot assure that we will be able to sell all of the shares necessary to raise the funds required to execute our business plan. We will seek to raise the necessary funds to proceed with the various phases of our plan of operations.
| F-14 |
Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, the Company is required to meet all the financial disclosure and reporting requirements associated with being a public reporting company. Management will need to devote additional time to policies and procedures to ensure compliance with applicable regulatory requirements especially that of Section 404 of the Sarbanes-Oxley Act of 2002. The additional time required for corporate governance and regulatory compliance could limit the time available to management to implement its business plan and could impede the Company’s operations.
Limited operating history; need for additional capital
There is limited historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot assure that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
| 15 |
Item 8. Financial Statements and Supplementary Data
Mercalot Inc.
FINANCIAL STATEMENTS
Years ended June 30, 2026 and June 30, 2025
Table of Contents
| Page | ||
| Report of Independent Registered Public Accounting Firm | F-1 | |
| Balance Sheets as of June 30, 2026 and June 30, 2025 | F-2 | |
| Statements of Operations for the years ended June 30, 2026 and June 30, 2025 | F-3 | |
| Statements of Stockholders’ Deficit for the years ended June 30, 2026 and June 30, 2025 | F-4 | |
| Statements of Cash Flows for the years ended June 30, 2026 and June 30, 2025 | F-5 | |
| Notes to Financial Statements | F-6 |
| 16 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and
Board of Directors of Mercalot Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Mercalot Inc. (the “Company”) as of June 30, 2026, and June 30, 2025, and the related statements of operations, stockholders’ deficit, and cash flows, for the years ended June 30, 2026, and June 30, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026, and June 30, 2025, and the results of its operations and its cash flow for the two years ended June 30, 2026, and June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company's ability to continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As included in Note 2, Going Concern to the financial statements, the Company had an accumulated deficit of $70,368 and $38,296, at June 30, 2026, and June 30, 2025, respectively, and a working capital deficit of $27,020 and $17,736, at June 30, 2026, and June 30, 2025, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Board of Directors (audit committee equivalent) and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
 | |
| We have served as the Company’s auditor since 2024. | |
September 21, 2026
| F-1 |
Mercalot Inc.
BALANCE SHEETS
| As of June 30, 2026 | As of June 30, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Total Current Assets | ||||||||
| Total Intangible Assets, Net | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable-related party | $ | $ | ||||||
| Deferred revenue | ||||||||
| Related party loan | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit | ||||||||
| Common stock, par value $; shares authorized, and shares issued and outstanding as of June 30, 2026 and June 30, 2025, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
See accompanying notes, which are an integral part of these financial statements
| F-2 |
Mercalot Inc.
STATEMENTS OF OPERATIONS
Years ended June 30, 2026 and June 30, 2025
| Year ended June 30, 2026 | Year ended June 30, 2025 | |||||||
| REVENUES | $ | $ | ||||||
| OPERATING EXPENSES | ||||||||
| General and Administrative Expenses | ( | ) | ( | ) | ||||
| Amortization Expense | ( | ) | ( | ) | ||||
| TOTAL OPERATING EXPENSES | ( | ) | ( | ) | ||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| PROVISION FOR INCOME TAXES | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| NET LOSS PER SHARE: BASIC AND DILUTED | $ | ) | $ | ) | ||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | ||||||||
See accompanying notes, which are an integral part of these financial statements
| F-3 |
Mercalot Inc.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
Years ended June 30, 2026 and June 30, 2025
| Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Issuance of common stock | ||||||||||||||||||||
| Net loss for the year ended June 30, 2025 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the year ended June 30, 2026 | – | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See accompanying notes, which are an integral part of these financial statements
| F-4 |
Mercalot Inc.
STATEMENTS OF CASH FLOWS
Years ended June 30, 2026 and June 30, 2025
| Year ended June 30, 2026 | Year ended June 30, 2025 | |||||||
| CASH USED IN OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operations: | ||||||||
| Amortization Expense | ||||||||
| Change in assets and liabilities: | ||||||||
| Deferred Revenue | ||||||||
| Accounts payable-related party | ||||||||
| Net Cash provided by (used in) Operating Activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Related Party Loans | ||||||||
| Issuance of stock | ||||||||
| Net Cash provided by Financing Activities | ||||||||
| NET CHANGE IN CASH | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
See accompanying notes, which are an integral part of these financial statements
| F-5 |
Mercalot Inc.
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2026
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
Mercalot Inc. (“the Company”) was incorporated on April 24, 2024, under the laws of the State of Wyoming. We provide an informational online commerce and classifieds platform, also known as online marketplace. We have purchased a mobile application known as “SafeDeal Connect”, which is already working and in use. We also have a website that serves as a representation of our application and provides users with information about its functions. Our executive and business office is located at C/ de l’Illa Formentera, 54, Quatre Carreres, 46026 Valencia, Spain, and our telephone number is +13072630861.
Note 2 – GOING CONCERN
The accompanying financial statements have been
prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation
of the Company as a going concern. The Company had revenues of $
Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with GAAP.
The Company’s year-end is June 30.
| F-6 |
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not made any significant estimates or assumptions other than those related to its assessment of going concern.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Fair Value of Financial Instruments
ASC topic 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 cash and the Company’s loan from shareholder approximates their fair value due to their short-term maturity.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
| F-7 |
The Company computes income (loss) per share in accordance with ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. The Company believe to have potential dilutive effects with warrants, convertible debt, etc. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the year ended June 30, 2026 and 2025 there were no potentially dilutive debt or equity instruments issued or outstanding.
Revenue Recognition
The Company recognizes revenue in accordance with
ASC topic 606 “Revenue Recognition”. ASC 606 is an accounting standard that governs when and how companies recognize revenue
from customer contracts, based on a five-step model that focuses on the transfer of control of goods or services to the customer. The
core principle is to recognize revenue when it is earned, which is when the performance obligation is satisfied, not necessarily when
cash is received. The five steps are: identify the contract, identify performance obligations, determine the transaction price, allocate
the price to performance obligations, and recognize revenue as the performance obligation is satisfied. We are generating income through
in-app advertising, by selling a banner advertising in “SafeDeal Connect” mobile application (AppStore) to our customers.
For the year ended June 30, 2026, the Company generated $
Deferred revenue
Deferred revenue is a liability that represents money received for goods or services that have not yet been delivered. It is also called
unearned revenue, because the payment has been received but is not yet "earned" according to accounting principles. Once
the product or service is delivered, a portion of the deferred revenue is moved from the balance sheet to the income statement as earned
revenue. Functional currency of operations is USD. As of June 30, 2026 the Company had $
Intangible assets
Intangible assets consist of identifiable non-monetary assets without physical substance. The Company capitalizes costs associated with acquired intangible assets and amortizes finite-lived intangible assets using the straight-line method over their estimated useful lives. On May 15, 2024, we entered into a Mobile Application and Website Purchase Agreement with LABRIS LIMITED, pursuant to which a fully functional mobile application and website was developed for us. The Company estimates a five-year useful life for its mobile application and website.
Segment Reporting
In accordance with ASC 280, “Segment Reporting,” the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews the Company’s operating results and makes decisions regarding the allocation of resources and assessment of performance. The Company operates as a operating segment. Accordingly, all financial information required under ASC 280 is included in the accompanying financial statements and notes thereto.
| F-8 |
Recent Accounting Pronouncements
ASU 2024-03, Income statement – Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Financial Accounting Standards Board update requiring public business entities to disaggregate specific income statement expenses in tabular format within footnote disclosures. Known as DISE, it aims to give investors greater transparency into cost structures. Core Requirements: Disclose specific categories like inventory purchases, employee compensation, depreciation, and intangible amortization; provide descriptions for remaining undistributed amounts within relevant expense captions; applies exclusively to public business entities; excludes private companies and not-for-profits. Effective dates annual reports: fiscal years beginning after December 15, 2026. Effective dates interim periods: Interim reporting periods beginning after December 15, 2027.
ASU 2025-06, Intangibles, Goodwill and Other Internal Use Software (Subtopic 350-40): Targeted Improvements to The Accounting for Internal Use Software. Modernizes accounting for internal-use software by removing prescriptive, stage-based rules in favor of a more principles-based framework that better reflects modern software development methods like agile. Key changes include superseding the separate guidance for website development, bringing it into the main internal-use software guidance, and requiring all capitalized internal-use software costs to follow the disclosure rules for fixed assets (like buildings and equipment) rather than intangibles. The ASU is effective for annual periods starting after December 15, 2027, with early adoption permitted.
We have reviewed all other the recently issued, but not yet effective and thus not disclosed here, accounting pronouncements and we do not believe any of those pronouncements will have a material impact on the Company’ financial position, results of operations or cash flows.
Note 4 – INTANGIBLE ASSETS
In connection with the initial development of
mobile application and website, on May 15, 2024, we entered into a Mobile Application and Website Purchase Agreement with LABRIS LIMITED,
pursuant to which a fully functional mobile application and website was developed for us. The total consideration paid under this agreement
was $
As of June 30, 2026, the Company purchased а
mobile application and website for $
| As of June 30, 2026 | As of June 30, 2025 | |||||||
| Mobile application and website | $ | $ | ||||||
| Less: accumulated deprecation | ( | ) | ( | ) | ||||
| Intangible asset, net | $ | $ | ||||||
| F-9 |
Note 5 – RELATED PARTY TRANSACTIONS
As of June 30, 2026,
the Company owed $
Related party payables represent amounts owed
to Isabel Marin Vargas, for consulting services provided under a Consulting Agreement effective May 1, 2024. Under the terms of the agreement,
the Company pays a monthly consulting fee of $
Note 6 – COMMON STOCK
As of June 30, 2026, the Company had shares issued and outstanding.
As of June 30, 2025, the Company had shares issued and outstanding.
Note 7 – COMMITMENTS AND CONTINGENCIES
From time to time, the Company is subject to various litigation and other claims in the normal course of business. The Company establishes liabilities in connection with legal actions that management deems to be probable and estimable (if any). No such event or amounts have been accrued in the financial statements with respect to any litigation or other claim matters.
Note 8 – INCOME TAXES
The components of the Company’s provision for Federal income tax for the year ended June 2026 and for the period ended June 30, 2025 as follows:
| June 30, 2026 | June 30, 2025 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current Operations | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net provision for Federal income taxes | $ | $ | ||||||
| F-10 |
The cumulative tax effect at the expected rate
of
| June 30, 2026 | Rate (%) | June 30, 2025 | Rate (%) | |||||||||||||
| Deferred tax asset attributable to: | ||||||||||||||||
| Net operating loss carryover | $ | $ | ||||||||||||||
| Less: valuation allowance | ( | ) | ( | ( | ) | ( | ||||||||||
| Net deferred tax asset | $ | $ | ||||||||||||||
Due to the change in ownership provisions of the
Tax Reform Act of 1986, net operating loss carry forwards of approximately $
In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to June 30, 2026 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
| F-11 |
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
Management’s Report on Internal Controls over Financial Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2026 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of June 30, 2026, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
| 1. | We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee and does not include a member who is independent of management to provide the necessary oversight over management’s activities. | |
| 2. | We did not maintain appropriate cash controls – As of June 30, 2026, the Company had not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in its bank accounts. | |
| 3. | We did not implement appropriate information technology controls – As of June 30, 2026, the Company retains copies of all financial data and material agreements; however, there is no formal procedures or evidence of regular backups of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. |
| 16 |
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2026 based on criteria established in Internal Control- Integrated Framework issued by COSO.
System of Internal Control over Financial Reporting
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 June 30, 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
There was no change in the Company’s internal control over financial reporting during the annual period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
During the year ended
June 30, 2026, no director or officer
| 17 |
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company
Our executive officers and directors, their names, age, and their positions as of the date of this report are as follows:
| Name and Address | Age | Position(s) | ||
| Blas Mayor Reyes | 40 | President, | ||
| C/ de l’Illa Formentera, 54, Quatre Carreres, | Chief Financial Officer, | |||
| 46026 Valencia, Spain | Chief Executive Officer, | |||
| Director | ||||
| Isabel Marin Vargas | 63 | Director | ||
| C/ de l’Illa Formentera, 54, Quatre Carreres, | ||||
| 46026 Valencia, Spain |
Blas Mayor Reyes and Isabel Marin Vargas have held the above-stated positions since the inception of the Company and are expected to hold them until the next annual meeting of our stockholders. Thereby, Mr. Blas Mayor Reyes and Isabel Marin Vargas are currently the Officers/Directors and control persons of Mercalot Inc.
BACKGROUND INFORMATION ABOUT OUR OFFICERS AND DIRECTORS
Blas Mayor Reyes, age 40
Mr. Mayor Reyes has served as the Company’s President, Chief Executive Officer, Secretary, Treasurer and a Director since its incorporation on April 24, 2024.
He holds a Bachelor of Business Administration from Breda University of Applied Sciences. He has been self-employed for the last 5 years.
His role in most projects was to provide advisory services, develop the company’s strategy and promote various products on the market. He has also completed QA and Test Automation courses and participated in software development projects, which has provided him with a strong technical background in understanding the processes of creating and promoting mobile applications.
Blas Mayor Reyes possesses qualities such as creativity, leadership skills, analytical abilities, persuasive power, inspirational capacity, team unification, sociability, stress tolerance, and responsibility. These attributes lead us to conclude that he is well-suited to manage our business.
Isabel Marin Vargas, age 63
Isabel Marin Vargas has served as Director since its incorporation on April 24, 2024.
She has extensive experience in sales and has been involved in procurement for different businesses and sales promotion in various industries. She has completed courses in marketing and sales strategies and has widely applied her knowledge in practice.
| 18 |
For the last 10 years, she has been working for herself, consulting clients in developing sales strategies and successfully investing in diverse public companies.
Isabel Marin Vargas’ experience is very valuable for our company, and her dedication, creativity, communication skills and responsibility will help to run our business effectively.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
In the event that we register under the Securities Exchange Act of 1934 (the “Exchange Act” or “1934 Act”), Section 16(a) of that act will require our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and more than ten percent stockholders will be required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
We intend to ensure to the best of our ability that all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners are complied with in a timely fashion.
Item 11. Executive Compensation
We have not compensated our directors for their service on our Board of Directors since our inception. There are no arrangements pursuant to which directors will be compensated in the future for any services provided as a director.
The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal year ended June 30, 2026.
SUMMARY COMPENSATION TABLE
| Name | Non-Equity Incentive Plan | Change in Pension Value and Nonqualified Deferred Compen- | All Other | |||||||||||||||||||||||||||||||
| Principal | Stock | Option | Compen- | sation | Compen- | |||||||||||||||||||||||||||||
| Position | Year | Salary | Bonus | Awards | Awards | sation | Earnings | sation | Totals | |||||||||||||||||||||||||
| Blas Mayor Reyes, President, CEO, CFO | 2025-2026 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||
| Isabel Marin Vargas, Director | 2025-2026 | $ | 12,000 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 12,000 | |||||||||||||||||
| 19 |
OFFICER COMPENSATION
Mr. Mayor Reyes and Ms. Isabel Marin Vargas currently devote approximately thirty hours each per week to manage our affairs. They have agreed to work with no remuneration until such time as we generate profits from operations. At this time, we cannot accurately estimate when this will occur, if ever, to implement this compensation, or what the amount of the compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
GRANTING OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION.
OPTION GRANTS
There have been no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE
There have been no stock options exercised by the executive officer named in the Summary Compensation Table.
LONG-TERM INCENTIVE PLAN (“LTIP”) AWARDS
There have been no awards made to a named executive officer in the last completed fiscal year under any LTIP.
COMPENSATION OF DIRECTORS
Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, our director in such capacity.
EMPLOYMENT AGREEMENTS
Currently we do not have any employment agreements.
| 20 |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table lists, as of the date of this report, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The percentages below are calculated based on 5,735,200 shares of our common stock issued and outstanding as of the date of this report.
| Title of class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership |
Percent of Common Stock | |||
| Common Stock | Blas Mayor Reyes C/ de l’Illa Formentera, 54, Quatre Carreres, 46026 Valencia, Spain |
3,000,000 | 52% | |||
| All directors and executive officers as a group (2 persons) | 3,000,000 | 52% |
Item 13. Certain Relationships and Related Transactions
On April 30, 2024, we issued a total of 3,000,000 shares of restricted common stock valued at 0.0001 per share to Blas Mayor Reyes, our officer and director, for providing services such as company incorporation, preparation of S-1, preparation year end financials in consideration of $300.
Further, Isabel Marin Vargas and Blas Mayor Reyes have verbally agreed to advance funds to us for implementing our business plan. Isabel Marin Vargas and Mr. Mayor Reyes will be repaid from revenues of operations if and when we generate revenues to pay the obligation. There is no assurance that we will ever generate revenues from our operations. The obligation to Isabel Marin Vargas and Mr. Mayor Reyes does not bear interest. There is no written agreement evidencing the advancement of funds by Isabel Marin Vargas and Mr. Mayor Reyes or the repayment of the funds to them. The entire transaction was oral.
Item 14. Principal Accountant Fees and Services
During fiscal year ended June 30, 2026, we incurred approximately $15,000 in fees to our principal independent accountants for professional services rendered in connection with the audit of our June 30, 2025 financial statements and for the reviews of our financial statements for the quarters ended September 30, 2025, December 31, 2025 and March 31, 2026.
| 21 |
PART IV
Item 15. Exhibits
The following exhibits are included as part of this report by reference:
|
19 |
Policy Regarding | |
| 31.1 | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
| 31.2 | Certification of 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. | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). |
| 22 |
SIGNATURES
In accordance with the requirements of the Securities Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on September 21, 2026.
| Mercalot Inc., Registrant | ||
| By: | /s/ Blas Mayor Reyes | |
| Blas Mayor Reyes, President, Secretary, | ||
| Treasurer, Principal Executive Officer, | ||
| Principal Financial Officer and | ||
| Principal Accounting Officer and | ||
| Director | ||
| By: | /s/ Isabel Marin Vargas | |
| Isabel Marin Vargas, Director | ||
Pursuant to the requirements of the Securities Act of 1934, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Dated: September 21, 2026 | By: | /s/ Blas Mayor Reyes |
| Blas Mayor Reyes, President, Secretary, | ||
| Treasurer, Principal Executive Officer, | ||
| Principal Financial Officer and | ||
| Principal Accounting Officer and | ||
| Director | ||
| By: | /s/ Isabel Marin Vargas | |
| Isabel Marin Vargas, Director |
| 23 |