UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2025
☐ 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: 333-280519
| DeltaSoft Corp. |
| (Exact name of registrant as specified in its charter) |
| Wyoming | 32-0761940 | |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) |
91 Portland Road
London W11 4LN
United Kingdom
+44-74-4195-7262
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Wyoming Registered Agent.
1621 Central Ave
Cheyenne, WY 82001
+1-307-637-5151
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
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.
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 (§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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
| Class | Outstanding as of February 4, 2026 |
| Common Stock: $0.001 |
TABLE OF CONTENTS
| 2 |
PART I — FINANCIAL INFORMATION
Item 1. Financial statements.
Forward-Looking Statements
This Form 10-Q contains forward-looking statements, which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our industry’s 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.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
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INDEX TO FINANCIAL STATEMENTS
| 4 |
DELTASOFT CORP.
BALANCE SHEETS
December 31, 2025 (Unaudited) | March 31, 2025 (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | 12,637 | $ | 38,771 | ||||
| Prepaid Expenses | 20,000 | – | ||||||
| Total Current Assets | 32,637 | 38,771 | ||||||
| Intangible Asset, Net | 31,952 | 44,201 | ||||||
| TOTAL ASSETS | $ | 64,589 | $ | 82,972 | ||||
| LIABILITIES & STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts Payable | $ | 21,761 | $ | 32,687 | ||||
| Related Party Loan | 19,131 | 11,131 | ||||||
| Total Current Liabilities | 40,892 | 43,818 | ||||||
| Total Liabilities | 40,892 | 43,818 | ||||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Common stock: $ par value, shares authorized, and shares issued and outstanding as of December 31, 2025, and March 31, 2025, respectively | 5,318 | 5,318 | ||||||
| Additional Paid in Capital | 34,536 | 34,536 | ||||||
| Accumulated Income (Deficit) | (16,157 | ) | (700 | ) | ||||
| Total Stockholders’ Equity | 23,697 | 39,154 | ||||||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ | 64,589 | $ | 82,972 | ||||
The accompanying notes are an integral part of these unaudited financial statements.
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DELTASOFT CORP.
STATEMENTS OF OPERATIONS
For the three and nine months ended December 31, 2025 and 2024
(Unaudited)
Three months ended December 31, 2025 | Three months ended December 31, 2024 | Nine months ended December 31, 2025 | Nine months ended December 31, 2024 | |||||||||||||
| REVENUE | $ | 11,564 | $ | 8,372 | $ | 21,673 | $ | 36,356 | ||||||||
| Cost of Goods Sold | 4,000 | 3,000 | 8,000 | 7,000 | ||||||||||||
| Gross Profit | 7,564 | 5,372 | 13,673 | 29,356 | ||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| General and Administrative Expenses | 4,095 | 2,249 | 12,277 | 5,931 | ||||||||||||
| Professional Fees | 3,581 | 2,300 | 16,929 | 10,650 | ||||||||||||
| Total Operating Expenses | 7,676 | 4,549 | 29,206 | 16,581 | ||||||||||||
| Net Income (Loss) from Operations | (112 | ) | 823 | (15,533 | ) | 12,775 | ||||||||||
| Provision for Income Taxes | – | – | – | – | ||||||||||||
| Net Income (Loss) | $ | (112 | ) | $ | 823 | $ | (15,533 | ) | $ | 12,775 | ||||||
| Other Comprehensive Income (Loss): | ||||||||||||||||
| Foreign Exchange Gains (Losses) | $ | 76 | $ | – | $ | 76 | $ | 34 | ||||||||
| Comprehensive Income (Loss) | $ | (36 | ) | $ | 823 | $ | (15,457 | ) | $ | 12,809 | ||||||
| Net Income (Loss) per Common Share – Basic & Diluted | $ | ) | $ | $ | ) | $ | ||||||||||
| Weighted Average Number of Common Shares Outstanding - Basic & Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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DELTASOFT CORP.
STATEMENTS OF STOCKHOLDERS’ EQUITY
For the three and nine months ended December 31, 2025 and 2024
(Unaudited)
| Common stock | Additional | Accumulated Income | Total Equity | |||||||||||||||||
| Shares | Amount | Paid in Capital | (Deficit) | (Deficit) | ||||||||||||||||
| Balance as of March 31, 2024 | 3,500,000 | $ | 3,500 | $ | – | $ | (273 | ) | $ | 3,227 | ||||||||||
| Net Income for the Period ended | – | 10,177 | 10,177 | |||||||||||||||||
| Balance as of June 30, 2024 | 3,500,000 | $ | 3,500 | $ | – | $ | 9,904 | $ | 13,404 | |||||||||||
| Net Income for the Period ended | – | 1,809 | 1,809 | |||||||||||||||||
| Balance as of September 30, 2024 | 3,500,000 | $ | 3,500 | $ | – | $ | 11,713 | $ | 15,213 | |||||||||||
| Common Shares Issued for Cash | 868,944 | 869 | 16,510 | 17,379 | ||||||||||||||||
| Net Income for the Period | – | 823 | 823 | |||||||||||||||||
| Balance as of December 31, 2024 | 4,368,944 | $ | 4,369 | $ | 16,510 | $ | 12,536 | $ | 33,415 | |||||||||||
| Balance as of March 31, 2025 | 5,317,706 | $ | 5,318 | $ | 34,536 | $ | (700 | ) | $ | 39,154 | ||||||||||
| Net Income for the Period ended | – | 1,130 | 1,130 | |||||||||||||||||
| Balance as of June 30, 2025 | 5,317,706 | $ | 5,318 | $ | 34,536 | $ | 430 | $ | 40,284 | |||||||||||
| Net Income for the Period ended | – | (16,551 | ) | (16,551 | ) | |||||||||||||||
| Balance as of September 30, 2025 | 5,317,706 | $ | 5,318 | $ | 34,536 | $ | (16,121 | ) | $ | 23,733 | ||||||||||
| Net Loss for the Period ended | – | (36 | ) | (36 | ) | |||||||||||||||
| Balance as of December 31, 2025 | 5,317,706 | $ | 5,318 | $ | 34,536 | $ | (16,157 | ) | $ | 23,697 | ||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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DELTASOFT CORP.
STATEMENTS OF CASH FLOW
For the three and nine months ended December 31, 2025 and 2024
(Unaudited)
| Nine months ended December 31, 2025 | Nine months ended December 31, 2024 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | (15,457 | ) | $ | 12,809 | |||
| Adjustments to reconcile net income (loss) to net cash (used in) operating activities: | ||||||||
| Amortization | 12,249 | 2,250 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | (20,000 | ) | (8,760 | ) | ||||
| Accounts payable | (10,926 | ) | 8,039 | |||||
| Net cash used in Operating Activities | (34,134 | ) | 14,338 | |||||
| INVESTING ACTIVITIES: | ||||||||
| Software development costs | – | (27,000 | ) | |||||
| Net cash provided by Investing Activities | – | (27,000 | ) | |||||
| FINANCING ACTIVITIES: | ||||||||
| Proceeds from the sale of common stock | – | 17,379 | ||||||
| Proceeds from related party loan | 8,000 | 5,527 | ||||||
| Net cash provided by Financing Activities | 8,000 | 22,906 | ||||||
| Net Increase (Decrease) in Cash for period | (26,134 | ) | 10,244 | |||||
| Cash at beginning of period | 38,771 | 3,531 | ||||||
| Cash at end of period | $ | 12,637 | $ | 13,775 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Cash Paid for Income Taxes | $ | – | $ | – | ||||
| Cash Paid for Interest | $ | – | $ | – | ||||
The accompanying notes are an integral part of these unaudited financial statements.
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DELTASOFT CORP.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2025
(Unaudited)
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
DeltaSoft Corp. (the “Company”) was incorporated in January 4th 2024 under the laws of the State of Wyoming. We are development stage company and intends to commence operations in IT consulting services and software development.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern. As reflected in the financial statements, the Company had an accumulated deficit of $16,157 as of December 31, 2025. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the nine months ended December 31, 2025, are not necessarily indicative of the operating results that may be expected for the year ending March 31, 2026. These unaudited condensed financial statements should be read in conjunction with the March 31, 2025, financial statements and notes thereto.
The Company’s year-end is March 31.
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.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
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Software Development Costs
The Company amortizes these costs using the straight-line method over a period of three years, which is the remaining estimated economic life of the costs. At the end of each reporting period, the Company writes down any excess of the unamortized balance over the net realizable value.
In September 2024, the Company capitalized software development costs of $27,000, which will be amortized over three years. As of December 31, 2025, the total amount of software development cost was $27,000 and the amortization expense was $11,250. The Company expects to recognize amortization expense of $2,250 for the remainder of the fiscal year ending March 31, 2026, amortization expense of $9,000 for the fiscal year ending March 31, 2027 and amortization expense of $4,500 for the fiscal year ending March 31, 2028.
In February and March 2025, the Company capitalized website development costs of $7,500 and $6,500, which will be amortized over three years, respectively. As of December 31, 2025, the total amount of website development cost was $14,000 and the amortization expense was $3,799. The Company expects to recognize amortization expense of $1,167 for the remainder of the fiscal year ending March 31, 2026, amortization expense of $4,667 for the fiscal year ending March 31, 2027 and amortization expense of $4,367 for the fiscal year ending March 31, 2028.
In March 2025, the Company capitalized mobile application development costs of $8,000, which will be amortized over three years. As of December 31, 2025, the total amount of mobile application development cost was $8,000 and the amortization expense was $2,000. The Company expects to recognize amortization expense of $667 for the remainder of the fiscal year ending March 31, 2026, amortization expense of $2,667 for the fiscal year ending March 31, 2027 and amortization expense of $2,666 for the fiscal year ending March 31, 2028.
Related Parties
The Company follows subtopic 850-10 of the Financial Standards Accounting (“FASB”) Accounting Standards Codification (“ASC”) for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps:
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
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Specifically, Section 606-10-50 requires an entity to provide information about:
| a. | Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; |
| b. | Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; |
| c. | Performance obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a contract; |
| d. | Significant judgments, and changes in judgments, made in applying the requirements to those contracts. |
Revenue comes from clients who pay for the services the company provides. The Company offers access to its platform, where a client can create a project either with the help of freelancers or with the assistance of our company.
The Company reports earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.
As of December 31, 2025, there were no potentially dilutive debt or equity instruments issued or outstanding.
Comprehensive Income (Loss)
Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the period from January 4, 2024 (inception) through March 31, 2024, there was no difference between our net income (loss) and comprehensive income (loss). For the year ended March 31, 2025, our net loss was $461 and comprehensive loss was $427. For the nine months ended December 31, 2025, our net loss was $15,533 and comprehensive loss was $15,457.
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.
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Recent Accounting Pronouncements
In November 2023, the Financial Standards Accounting Board issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments in this Accounting Standards Update (“ASU”) require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU and determined that its adoption did not have a material impact on the Company’s financial statements and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.
The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations.
NOTE 4 – RELATED PARTY TRANSACTIONS
During the period from January 4, 2024 (inception) through December 31, 2025, our sole director has loaned to the Company $19,131 for operating expenses. This loan is unsecured, non-interest bearing and due on demand.
NOTE 5 – STOCKHOLDERS’ EQUITY
The Company has , $ par value shares of common stock authorized.
On March 30, 2024, the Company issued shares of common stock to its President and Incorporator for consideration of $3,500 at par value $0.001 per share.
In October 2024 the Company issued shares of common stock for cash proceeds of $2,304 at $0.02 per share.
In November 2024 the Company issued shares of common stock for cash proceeds of $9,837 at $0.02 per share.
In December 2024 the Company issued shares of common stock for cash proceeds of $5,238 at $0.02 per share.
In January 2025 the Company issued shares of common stock for cash proceeds of $12,929 at $0.02 per share.
In February 2025 the Company issued shares of common stock for cash proceeds of $6,046 at $0.02 per share.
There were and shares of common stock issued and outstanding as of December 31, 2025, and March 31, 2025, respectively.
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NOTE 6 – COMMITMENTS AND CONTINGENCIES
During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, “Contingencies”. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of December 31, 2025, the Company is not aware of any contingent liabilities that should be reflected in the financial statements.
NOTE 7 – INCOME TAXES
The components of the Company’s provision for Federal income tax for the nine months ended December 31, 2025, and the year ended March 31, 2025, consists of the following:
| Schedule of provision for income taxes | Nine months ended December 31, 2025 | Year ended March 31, 2025 | ||||||
| Federal income tax benefit attributable to: | ||||||||
| Current Operations | $ | (16,157 | ) | $ | (700 | ) | ||
| Less: valuation allowance | 16,157 | 700 | ||||||
| Net provision for Federal income taxes | $ | – | $ | – | ||||
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
| Schedule of deferred taxes | Nine months ended December 31, 2025 | Year ended March 31, 2025 | ||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | (3,393 | ) | $ | (147 | ) | ||
| Less: valuation allowance | 3,393 | 147 | ||||||
| Net deferred tax asset | $ | – | $ | – | ||||
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2025, through the date when financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation.
DESCRIPTION OF BUSINESS
We are a development-stage company currently operating in the software and online industries. We have created a comprehensive, all-in-one platform for seamless project planning and performance management, available at https://deltasoft.work. Our promotional website is https://deltasoft360.com. We have also developed and launched a mobile application, currently available for Android users. Additionally, we have a dedicated website promoting this mobile application. Here are the current benefits users can experience:
Planning: Quickly create detailed project descriptions using smart forms or AI.
Tasks: Break projects into subprojects and tasks with ease, using forms or AI assistance.
Performers: Find and assign freelancers by creating ads manually or with AI-generated role suggestions.
Management: Use tools like WBS, roadmaps, weekly planning, and product hubs for effective tracking and control.
In summary, the DeltaSoft program facilitates the quick and convenient creation and execution of projects, products, or any other complex tasks, guiding the user through all stages of execution. The integrated AI functionality significantly saves time, speeding up and simplifying each stage, ultimately leading to maximum efficiency and speed of project execution.
We are currently running a marketing campaign to promote our website platform. Additionally, we are marketing our mobile application. We've also created supplementary websites to explain our services and attract potential customers. Our platform is fully operational, and we are continuously working to improve and maintain it.
Application Structure – User View
The app has 5 main sections to simplify project management:
| · | Overview: A quick snapshot of all projects' status at a glance. | |
| · | Projects: View and manage each project, including teams, progress, and tasks. | |
| · | Tasks: See all tasks across projects, organized by timeframe (today, tomorrow, week). | |
| · | People: Track who’s assigned to what across teams and projects. | |
| · | Reporting: Visual dashboards to monitor progress and workload distribution. |
Revenue
Our revenue strategy centers on the markup on freelancer fees. This approach means we’ll charge our clients a premium over the rates we pay to freelancers for their services.
Profit Margin: By adopting this model, we aim to derive a direct profit from the transactions facilitated on our soon-to-launch platform. The discrepancy between the charges to clients and payments to freelancers will constitute our profit margin, potentially becoming a significant revenue stream. We anticipate that clients will value the simplicity and transparency of handling payments through our platform, being prepared to pay extra for the convenience and reliability it offers.
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Competition and Marketing
Our competitors would be other platforms that facilitate freelance work across various sectors, including but not limited to technology, design, writing, marketing, and consulting services. Some of the well-known competitors in this space include:
| 1. | Upwork - A global freelancing platform where businesses and independent professionals connect and collaborate remotely. | |
| 2. | Fiverr - An online marketplace for freelance services, offering a platform for freelancers to offer services to customers worldwide. | |
| 3. | Freelancer.com - One of the largest freelancing and crowdsourcing marketplaces by number of users and projects. | |
| 4. | Toptal - A network of freelance software engineers, designers, and finance experts, focusing on connecting top-tier freelancers with corporate clients. | |
| 5. | Guru - A platform that provides freelancers the opportunity to find various jobs and projects in multiple disciplines. | |
| 6. | PeoplePerHour - This platform enables clients to find freelance workers for specific projects, with a wide range of skill sets available. |
To market our platform that connects freelancers with clients and earns revenue through markup on freelancer fees, we will implement a comprehensive strategy:
| · | Referral Program: Our referral system will reward users for inviting others to the platform, helping us grow organically through trusted networks. | |
| · | Strategic Partnerships: We will explore collaborations with project management consultants and freelance hubs to increase visibility and provide added value to users. | |
| · | Targeted PPC Campaigns: We will invest in Google Ads and other paid channels to attract high-intent users searching for project planning solutions. | |
| · | Community Engagement: We will actively participate in relevant forums and plan to host webinars and live demos to showcase platform features. | |
| · | Media Outreach: We are preparing to pitch feature stories to tech blogs and startup media to boost brand recognition. |
Our current users benefit from:
| · | Intuitive planning tools with AI support | |
| · | Centralized task management across projects | |
| · | Streamlined freelancer hiring and team collaboration | |
| · | Real-time progress tracking and visual reporting dashboards |
Employees; Identification of Certain Significant Employees.
We have no employees other than our sole officer and director, Andrey Novokhatski, who currently devotes approximately twenty hours per week to company matters.
RESULTS OF OPERATION
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
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Three Months Periods Ended December 31, 2025 and 2024:
During the three months ended December 31, 2025 and 2024, the Company generated $11,564 and $8,372 of revenue, respectively. Revenue increased compared to the prior-year quarter primarily due to a higher-priced project recognized in the current quarter. The cost of goods sold for the three months ended December 31, 2025 and 2024 was $4,000 and $3,000, respectively.
Total expenses for the three months ended December 31, 2025, were $7,676 consisting of general and administrative expenses ($4,095) and professional fees ($3,581). Total expenses for the three months ended December 31, 2024, were $4,549 consisting of general and administrative expenses ($2,249) and professional fees ($2,300). Expenses increased in the current period compared to the prior year period primarily due to amortization expenses and higher professional fees.
For the three months ended December 31, 2025 and 2024, the company recorded a net income (loss) of $(112) and $823, respectively.
The total other comprehensive income for the three months ended December 31, 2025 and 2024 were $76 and $0, respectively.
Nine Months Periods Ended December 31, 2025 and 2024:
During the nine months ended December 31, 2025 and 2024, the Company generated $21,673 and $36,356 of revenue, respectively. The decrease in revenue was primarily due to a reduction in the number of customers. The cost of goods sold for the nine months ended December 31, 2025 and 2024 was $8,000 and $7,000, respectively.
Total expenses for the nine months ended December 31, 2025, were $29,206 consisting of general and administrative expenses ($12,277) and professional fees ($16,929). Total expenses for the nine months ended December 31, 2024 were $16,581 consisting of general and administrative expenses ($5,931) and professional fees ($10,650). Expenses increased in the current period compared to the prior year period primarily due to amortization expenses and higher professional fees.
For the nine months ended December 31, 2025 and 2024, the company recorded a net income (loss) of $(15,533) and $12,775, respectively.
The total other comprehensive income for the nine months ended December 31, 2025 and 2024 were $76 and $34, respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2025 and March 31, 2025, the Company’s total assets were $64,589 and $82,972, respectively. Total assets were comprised of $12,637 in cash ($38,771 as of March 31, 2025), $20,000 in prepaid expenses ($0 as of March 31, 2025) and $31,952 in intangible assets ($44,201 as of March 31, 2025). As of December 31, 2025, our total liabilities were $40,892 ($43,818 as of March 31, 2025) consisting of $21,761 in accounts payable ($32,687 as of March 31, 2025) and $19,131 in director loan ($11,131 as of March 31, 2025).
Cash Flows from Operating Activities
For the nine months ended December 31, 2025 and 2024, net cash flows used in operating activities were $34,134 and $14,338, respectively.
Cash Flows from Investing Activities
For the nine months ended December 31, 2025 and 2024, net cash flows from investing activities were $0 and $27,000.
Cash Flows from Financing Activities
For the nine months ended December 31, 2025 and 2024, net cash flows provided by financing activities were $8,000 and $22,906, respectively.
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Plan of Operation and Funding
As of the date of this Form 10-Q, the current funds available to the Company should be sufficient to continue maintaining our reporting status until we raise funds from our offering. In case raising funds will take longer than planned, or our short-term expenses exceed our expectations, the company’s sole officer and director, Andrey Novokhatski, has indicated that he may be willing to provide funds required to maintain the reporting status in the form of a non-secured loan until minimum required proceeds are obtained by the Company. However, there is no contract in place or written agreement securing this agreement. We believe that we will obtain this loan from our director as he is the majority owner of the company and therefore has an incentive to finance us.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
No report required.
Item 4. Controls and Procedures.
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. 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. Such officer also confirmed that there was no change in our internal control over financial reporting during the nine-month period ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
Item 1A. Risk Factors.
Not required for smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
No report required.
Item 3. Defaults Upon Senior Securities.
No report required.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits.
| 31.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
| 32.1 | Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| DELTASOFT CORP. | ||||
| Date: | February 4, 2026 | By: | /s/ Andrey Novokhatski | |
| Andrey Novokhatski | ||||
| Chief Executive Officer and Director (Principal Executive Officer), Chief Operating Officer, Chief Financial Officer (Principal Financial and Accounting Officer) | ||||
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