UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 001-36564

SafeSpace Global Corporation

(Exact Name of Registrant as Specified in its Charter)

311 S. Weisgarber Road

Knoxville, TN 37919

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (865) 237-4448

(Former Name, Former Address and Former Fiscal year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of class)

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 ☐

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 (Section 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 ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 11, 2026, there were 191,387,429 shares of common stock of the Registrant outstanding.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

Unless the context clearly indicates otherwise, when used in this report “we,” “us,” “our,” or “our Company” refers to SafeSpace Global Corporation and, if applicable, our subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue,” negatives thereof or similar expressions. These forward-looking statements are found at various places throughout this Report and include information concerning: possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results; and any other statements that are not historical facts.

From time to time, forward-looking statements also are included in our other periodic reports on Form 8-K, in our press releases, in our presentations, on our website and in other materials released to the public. Any or all the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to risks, uncertainties, and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether resulting from new information, future events, a change in events, conditions, circumstances, or assumptions underlying such statements, or otherwise.

For discussion of factors that we believe could cause our actual results to differ materially from expected and historical results see “ITEM 1A – RISK FACTORS” included in our most recent Annual Report on Form 10-K for the year ended July 31, 2025 as filed with the United States Securities and Exchange Commission on October 29, 2025.

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS.

Index to Financial Statements

SAFESPACE GLOBAL CORPORATION

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

See accompanying notes to the interim condensed consolidated financial statements.

SAFESPACE GLOBAL CORPORATION

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

See accompanying notes to the interim condensed consolidated financial statements.

SAFESPACE GLOBAL CORPORATION

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

SAFESPACE GLOBAL CORPORATION

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

See accompanying notes to the interim condensed consolidated financial statements.

SAFESPACE GLOBAL CORPORATION

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2026

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO NUMEROUS RISKS AND UNCERTAINTIES, INCLUDING OUR ABILITY TO COMMERCIALIZE NEW PRODUCTS, HIRE AND RETAIN KEY PERSONNEL, AND SECURE SUFFICIENT FUNDING TO EXECUTE OUR GROWTH PLAN. IF OUR ASSUMPTIONS REGARDING PLANNED EXPENDITURES OR REVENUE GENERATION PROVE INACCURATE, WE MAY NEED TO ADJUST OUR STRATEGIC TIMELINE OR RESOURCE ALLOCATION,WHILE WE BELIEVE THESE PATENTS PROVIDE MEANINGFUL PROTECTION FOR CERTAIN ASPECTS OF OUR TECHNOLOGY, THERE IS NO GUARANTEE THAT THEY WILL PREVENT ALL COMPETITORS FROM DEVELOPING SIMILAR PRODUCTS, FAILURE TO COMPLY WITH THE FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT (“FERPA”) COULD LIMIT OR DELAY OUR ABILITY TO DEPLOY SAFESCHOOL™ IN CERTAIN JURISDICTIONS, IMPACT CUSTOMER ADOPTION, OR EXPOSE THE COMPANY TO REGULATORY RISK AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.

Overview

SafeSpace Global Corporation (collectively the “Company,” “we,” “our” or “us”) is a multimodal AI technology solutions company with a dedicated team focused on driving safety innovation across multiple industries. We are currently marketing products and solutions that utilize advanced AI tools to monitor and enhance resident safety, reduce the risk of injuries, and improve overall care efficiency.

Strategy

Our primary objective is to expand the adoption of our life-saving multimodal AI technology across both existing and emerging verticals. These include senior living, education, transportation, and corrections—with future expansion planned into commercial infrastructure and high-risk institutional settings. To support this growth, we have strengthened our development team with senior IT architects, AI specialists, and systems engineers who are accelerating product innovation and market deployment on a global scale. A key pillar of this strategy is our dedicated sales force, which brings both deep domain knowledge and a shared commitment to leveraging AI to save lives. This integrated team is actively driving customer engagement, market penetration, and adoption of our multimodal safety solutions across diverse environments.

Financial and Operating Results

As of the date of this filing, the Company has approximately $900,000 in cash and cash equivalents, including amounts from recent private placements. While management is actively pursuing additional capital raising activities, the proceeds raised to date are not expected to be sufficient to fully fund the Company’s operations and planned strategic initiatives, including investments in advanced AI technology and the expansion of its technology development team, over the next five years. The Company’s operations are primarily focused on the development and commercialization of technology solutions and are currently financed principally through equity capital activities rather than through a traditional operating cycle. As discussed in Note 2, the Company’s recurring losses, accumulated deficit, and negative cash flows from operations raise substantial doubt regarding the Company’s ability to continue as a going concern, and the Company’s ability to execute on its strategic plan will depend on its success in raising additional capital. Notwithstanding these conditions, SafeSpace Global Corporation remains committed to driving innovation in healthcare technology, with a focus on solutions that enhance safety, efficiency, and patient outcomes across various care settings.

Impairment of Capitalized Software Development Costs

During the quarter ended April 30, 2026, the Company recorded a non-cash impairment charge of $1,222,580 related to capitalized software development costs. The impairment resulted from management’s reassessment of commercialization expectations and future economic benefit associated with the Company’s software platform. While management previously believed the developed technology possessed value that would be recognized by market participants and supported by anticipated customer adoption and commercialization opportunities, those assumptions did not materialize during the current period. Specifically, anticipated contract activity and commercialization milestones were delayed or did not occur as expected, resulting in a reassessment of recoverability and the recognition of a full impairment charge.

Highlights and Achievements

Highlights and achievements include:

We believe these arrangements advance our senior living strategy by promoting platform adoption that consolidates key safety functions—such as elopement detection, real-time alerts, visitor safety, investigation support, and staff workflow tools—into a single secure dashboard, reducing manual monitoring and improving response times.

Results of Operations

Three Months Ending April 30, 2026 Compared to the Three Months Ending April 30, 2025

Revenues

We generated revenue of $11,258 during the three months ended April 30, 2026, compared to no revenue during the three months ended April 30, 2025. The revenue was generated from contracts with customers for our multimodal AI safety solutions as we began to commercialize our products during the current period.

Cost of Revenue

Cost of revenue was $39,271 during the three months ended April 30, 2026, compared to no cost of revenue during the three months ended April 30, 2025. Cost of revenue consists primarily of the direct costs of delivering our solutions during the initial commercialization of our products. We expensed these direct installation costs as this was our first customer, however we expect future costs like these will be borne by the customer, and do not expect to have margin losses going forward.

Gross Margin

We recognized a gross margin loss of $28,013 during the three months ended April 30, 2026, compared to no gross margin during the three months ended April 30, 2025. The negative gross margin reflects the early stage of our commercialization efforts, during which the direct costs of delivering our initial contracts exceeded the related revenue recognized.

Operating Expenses

The table below presents a comparison of our operating expenses for the three months ending April 30, 2026 and 2025:

Officers’ compensation - Officers’ compensation increased $253,463, or 171%, compared to the prior-year period. The increase was primarily attributable to higher executive compensation from the addition of executive leadership personnel and annual compensation increases.

Salaries and wages – Salaries and wages increased $201,882, or 426%, compared to the prior-year period. The increase was primarily attributable to the addition of finance, accounting, and administrative personnel during the current quarter.

Bonuses and incentives – Bonuses and incentives decreased $102,442, or 84%, compared to the prior-year period. The decrease reflects lower performance-based incentive compensation recognized during the current quarter.

Contract labor – Contract labor increased $123,954, or 129%, compared to the prior-year period. The increase was primarily attributable to the engagement of contract operational, finance, accounting, and administrative personnel to support expanded business activities.

Professional Fees - Professional fees decreased $33,387, or 17%, compared to the prior-year period. The decrease was primarily due to lower legal, accounting, and IT support fees incurred during the current quarter.

Insurance - Insurance expense increased $71,407, or 476%, compared to the prior-year period. The increase reflects the addition of corporate insurance policies, including directors’ and officers’ insurance, as well as other business coverage obtained during the current period.

Software Development – Software development expenses increased $529,516, or 695%, compared to the prior-year period. The increase was primarily attributable to expanded software development activities during the current quarter.

Sales support – Sales support expenses decreased $36,667, or 72%, compared to the prior-year period. The decrease reflects reduced sales support activities during the current quarter.

Travel and entertainment – Travel and entertainment expense increased $60,957, or 93%, compared to the prior-year period. The increase was primarily due to increased business travel by senior management and business development personnel.

Advertising and Marketing - Advertising and marketing expense decreased $5,058, or 7%, compared to the prior-year period. The decrease reflects reduced marketing campaigns and promotional activities during the current quarter.

Rent expense – Rent expense increased $51,963, or 250%, compared to the prior-year period. The increase was primarily due to the addition of rent expense from space in the Nashville area recognized during the current quarter.

Office expense - Office expense increased $39,265, or 182%, compared to the prior-year period, reflecting higher general office-related costs associated with expanded operations.

Other - Other expenses decreased $10,379, or 98%, compared to the prior-year period due to decreases in office expense activity over the same period in the prior year.

Stock-based Compensation - Stock-based compensation expense decreased $208,574, or 57%, compared to the prior-year period. The decrease was primarily attributable to the forfeiture and cancellation of certain restricted stock awards during the current quarter.

Amortization expense - Amortization expense decreased $121,312, or 99%, compared to the prior-year period. The decrease was primarily due to the full amortization of previously capitalized software development costs.

Depreciation expense - Depreciation expense increased $1,448 compared to the prior-year period, which had no comparable expense. The increase reflects property and equipment placed in service during the current period.

Impairment of intangibles – Impairment of intangibles increased $1,222,580 compared to the prior-year period. We recognized a $1,222,580 impairment charge during the current quarter related to capitalized in-process software development costs.

Other Income (Expense)

The table below presents a comparison of our other income (expense) for the three months ending April 30, 2026 and 2025:

Extinguishment of liabilities - Extinguishment of liabilities decreased $113,645 over the same period in the prior year due to holders exchanging 5% Convertible Promissory Notes plus accrued interest through the conversion date at a conversion price of $0.50 per share during 2025, the settlement of the Note Payable to Acorn Management Partners in 2025 offset by a loss for the unamortized issuance costs from Platinum.

Interest Expense - Interest expense decreased $6,872 over the prior year. Interest expense decreased due to the payoff of all outstanding debt.

Interest income - Interest income increased $16,039 for the three months ended April 30, 2026, resulting from interest earned from our outstanding cash balances, compared to $7,367 of interest income during the three months ended April 30, 2025.

Nine Months Ending April 30, 2026 Compared to the Nine Months Ending April 30, 2025

Revenues

We generated revenue of $11,258 during the nine months ended April 30, 2026, compared to no revenue during the nine months ended April 30, 2025. The revenue was generated from contracts with customers for our multimodal AI safety solutions as we began to commercialize our products during the current period.

Cost of Revenue

Cost of revenue was $39,271 during the nine months ended April 30, 2026, compared to no cost of revenue during the nine months ended April 30, 2025. Cost of revenue consists primarily of the direct costs of delivering our solutions during the initial commercialization of our products.

Gross Margin

We recognized a gross margin loss of $28,013 during the nine months ended April 30, 2026, compared to no gross margin during the nine months ended April 30, 2025. The negative gross margin reflects the early stage of our commercialization efforts, during which the direct costs of delivering our initial contracts exceeded the related revenue recognized.

Operating Expenses

The table below presents a comparison of our operating expenses for the nine months ending April 30, 2026 and 2025:

Officers’ compensation - Officers’ compensation increased $628,309, or 147%, compared to the prior year period. The increase was primarily attributable to higher executive compensation resulting from the addition of executive leadership personnel and annual compensation increases during the current period.

Salaries and wages – Salaries and wages increased $507,911, or 1,073%, compared to the prior year period. The increase was primarily attributable to the conversion of certain contract personnel to employee status and the addition of finance, accounting, and administrative personnel to support expanded operations during the current period. The Company employed 32 employees as of April 30, 2026, as compared to 32 employees on April 30, 2025.

Bonuses and incentives – Bonuses and incentives decreased $61,485, or 50%, compared to the prior year period. The decrease reflects lower performance-based incentive compensation recognized during the current period.

Contract labor – Contract labor increased $324,881, or 200%, compared to the prior year period. The increase was primarily attributable to the engagement of independent contractors to support operational, administrative, and development initiatives during the current period.

Professional Fees - Professional fees increased $313,718, or 101%, compared to the prior year period. The increase was primarily due to higher legal, accounting, and IT support fees, including costs associated with regulatory compliance and reporting requirements during the current period.

Insurance - Insurance expense increased $229,018, or 1,527%, compared to the prior year period. The increase reflects the addition of corporate insurance policies, including directors’ and officers’ insurance, as well as other business coverage obtained during the current period.

Software Development – Software development expenses increased $477,702, or 321%, compared to the prior year period. The increase was primarily attributable to expanded software development activities during the current period.

Sales support – Sales support expenses decreased $19,607, or 39%, compared to the prior year period. The decrease reflects reduced sales support activities during the current period.

Travel and entertainment – Travel and entertainment expense increased $155,686, or 103%, compared to the prior year period. The increase was primarily due to increased business travel by senior management and expanded business development efforts during the current period.

Advertising and Marketing - Advertising and marketing expenses decreased $20,731, or 13%, compared to the prior year period. The decrease reflects reduced marketing campaigns and promotional activities during the current period.

Rent expense – Rent expense increased $87,745, or 189%, compared to the prior-year period. The increase was primarily due to the addition of leased office space and rent expense from space in the Nashville area during the current period.

Office expense - Office expense increased $67,822, or 86%, compared to the prior year period. The increase reflects higher general office-related costs associated with expanded operations during the current period.

Other - Other expenses increased $27,996, or 101%, compared to the prior year period. The increase reflects higher miscellaneous operating expenses during the current period.

Stock-based Compensation - Stock-based compensation expense decreased $637,592, or 51%, compared to the prior year period. The decrease reflects lower expense recognized during the current period due to the forfeiture, cancellation, or near completion of amortization of certain equity awards granted in prior periods.

Amortization expense- Amortization expense decreased $297,885, or 99%, compared to the prior year period. The decrease was primarily due to the full amortization of previously capitalized software development costs.

Depreciation expense - Depreciation expense increased $10,953 compared to the prior year period, which had no comparable expense. The increase reflects property and equipment placed in service during the current period.

Impairment of intangibles – Impairment of intangibles increased $1,176,355 compared to the prior-year period. We recognized a $1,222,580 impairment charge during the current period related to capitalized in-process software development costs, compared to a $46,225 charge in the prior-year period.

Other Income (Expense)

The table below presents a comparison of our other income (expense) for the nine months ended April 30, 2026 and 2025:

Extinguishment of liabilities - Extinguishment of liabilities decreased $113,645 over the same period in the prior year due to holders exchanging 5% Convertible Promissory Notes plus accrued interest through the conversion date at a conversion price of $0.50 per share during 2025, the settlement of the Note Payable to Acorn Management Partners in 2025 offset by a loss for the unamortized issuance costs from Platinum.

Interest Expense - Interest expense decreased $38,509 over the same period in the prior year due to a decrease in the average outstanding debt balance during this same period in the prior period.

Interest income - Interest income increased $125,169 for the nine months ended April 30, 2026, resulting from interest earned from our outstanding cash balances, compared to $7,367 of interest income during the nine months ended April 30, 2025.

Liquidity and Capital Resources

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern. The Company had net losses of $6,209,993 for the nine months ended April 30, 2026 and $3,261,217 for the nine months ended April 30, 2025. The Company currently maintains positive working capital; however, recurring losses, an accumulated deficit, and negative cash flows from operations raise substantial doubt regarding the Company’s ability to continue as a going concern.

In view of these matters, our ability to continue as a going concern is dependent upon the continuing marketing and sales of our product to achieve a level of profitability. We intend to finance our future development activities and our working capital needs from the sale of private and public equity securities with possible additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. There is no assurance funding will be available at this time or at acceptable terms, however. Although the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the ability to raise additional capital, there can be no assurances to that effect. Therefore, the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern.

The Company expects that its cash and cash equivalents of $1.7 million as of April 30, 2026 will not be sufficient to fund its operating expenses and capital expenditures for the 12 months from the issuance of these financial statements.

Liquidity

The following table summarizes our liquidity position as of April 30, 2026 and July 31, 2025:

Our total current assets as of April 30, 2026 decreased $5,530,698 as compared to July 31, 2025. The decrease is primarily due to cash used to fund operating expenses and capital expenditures during the current period.

Our total liabilities as of April 30, 2026 increased $679,222 as compared to July 31, 2025. The increase is primarily due to the recognition of operating lease obligations during the current period.

Net Cash Used by Operating Activities

We currently do not have a strong revenue source and will continue to have negative cash flow from operations for the near future. The factors in determining operating cash flows are largely the same as those that affect net earnings, except for non-cash expenses such as depreciation and amortization, stock-based compensation, and impairment of intangibles, which affect earnings but do not affect operating cash flow. Net cash used by operating activities was $4,607,003 for the nine months ending April 30, 2026, as compared to net cash used by operating activities of $1,754,005 for the comparable prior period. The increase in cash used by operating activities is primarily attributable to an increase in operating costs and the payment of accounts payable and accrued expenses, related party items.

Net Cash Used by Investing Activities

Net cash used by investing activities was $1,200,915 for the nine months ended April 30, 2026, consisting of $969,985 of cash paid for the development of intangible assets (capitalized software development costs) and $230,930 of cash paid for capital expenditures, primarily computers and equipment. We did not incur net cash used in investing activities during the comparable prior period.

Net Cash Provided by Financing Activities

The company had no net cash provided by financing activities for the nine months ending April 30, 2026. Net cash provided by financing activities was $9,709,787 for the nine months ending April 30, 2025, and was primarily due to the receipt of proceeds from the sale of our common stock. We are currently undergoing a “friends and family” round of investing and we hope to raise up to $6 million, which we believe will last us at least 12 months.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statements that require estimation but are not deemed critical, as defined above.

For a detailed discussion of our significant accounting policies and related judgments, see Note 1 of the Notes to Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” of this report.

Capital Resources

We had no material commitments for capital expenditures as of April 30, 2026.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements as of April 30, 2026.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We do not hold any market risk sensitive instruments.

Item 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Principal Accounting Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended, at the end of the period covered by this report (the “Evaluation Date”). In conducting its evaluation, management considered the material weaknesses described below in Management’s Report on Internal Control over Financial Reporting.

Our management has concluded that, as of April 30, 2026, our internal control over financial reporting is not effective based on these criteria. Management identified a material weakness related to the concentration of control in a single individual without adequate compensating controls overseeing the approval of the procurement and expense reimbursement process. Management is in the process of developing and implementing controls in place to mitigate those risks going forward.

Based on that evaluation, our Chief Executive Officer has concluded that as of the Evaluation Date we did not maintain disclosure controls and procedures that were effective in providing reasonable assurances that information required to be disclosed in our reports filed under the Securities Exchange act of 1934 was recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information was accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Our management, including the Chief Executive Officer, and our Principal Accounting Officer, does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

None.

Item 1A. RISK FACTORS.

Not required for smaller reporting companies.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Subsequent to April 30, 2026 and prior to the filing of this Report, the Company issued 1,250,000 unregistered shares of its common stock to an accredited investor in a private “friends and family” capital raise for aggregate gross proceeds of approximately $250,000, at a price of $0.20 per share. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D thereunder. We are continuing this $0.20 round of “friends and family” and expect to raise another $6,000,000 in the near future.

Item 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.