UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended February 28, 2026
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: 333-289122
Elventix Technology Corporation
(Exact name of registrant as specified in its charter)
| Wyoming | 37-2173013 | 7374 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
(Primary Standard Industrial Classification Code Number) |
Tallis Mateus Da Silva
1309 Coffeen Avenue STE 1200
Sheridan, Wyoming 82801
Telephone number: +1256-5701612
Email: main@elventix.com
(Address and telephone number of principal executive offices)
| Securities registered under Section 12(b) of the Exchange Act: | ||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| N/A | N/A | N/A | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated Filer | [X] | Smaller reporting company | [X] |
| (Do not check if a smaller reporting company) | Emerging growth company | [X] | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: common shares issued and outstanding as of April 3, 2026.
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Financial Statements (Unaudited). | 5 |
| Balance Sheets as of February 28, 2026 (Unaudited) and May 31, 2025 | 6 | |
| Statements of Operations for the three and nine months ended February 28, 2026 (Unaudited) | 7 | |
| Statements of Stockholders' Equity (Deficit) for the three and nine months ended February 28, 2026 (Unaudited) | 8 | |
| Statement of Cash Flows for the nine months ended February 28, 2026 (Unaudited) | 9 | |
| Notes to the Financial Statements (Unaudited) | 10 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 16 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 19 |
| Item 4. | Controls and Procedures. | 19 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings. | 19 |
| Item 1A | Risk Factors. | 19 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 20 |
| Item 3. | Defaults Upon Senior Securities. | 20 |
| Item 4. | Mine Safety Disclosures. | 20 |
| Item 5. | Other Information. | 21 |
| Item 6. | Exhibits. | 21 |
| Signatures | 22 |
3
SPECIAL NOTE REGARDING FORWARD—LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of 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 quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
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PART I - FINANCIAL INFORMATION
| Item 1. | Financial Statements. |
The accompanying interim financial statements of Elventix Technology Corporation (“the Company”, “we”, “us” or our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
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ELVENTIX TECHNOLOGY CORPORATION
BALANCE SHEETS
| February 28, 2026 (unaudited) | May 31, 2025 (audited) | |||
| ASSETS | ||||
| Current Assets | ||||
| Сash and Cash Equivalents | 890 | 2,500 | ||
| Prepaid expenses | 6,800 | |||
| Project in progress | 28,380 | |||
| Total Current Assets | 36,070 | 2,500 | ||
| Other Assets | ||||
| Intangible Assets | 195,124 | 212,538 | ||
| Total Other Assets | 195,124 | 212,538 | ||
| TOTAL ASSETS | 231,194 | 215,038 | ||
| LIABILITIES & EQUITY | ||||
| Liabilities | ||||
| Current Liabilities | ||||
| Accounts Payable | 448 | |||
| Promissory Note Payable | 163,000 | 188,538 | ||
| Related Party loan payable | 92,709 | 22,199 | ||
| Total Current Liabilities | 256,157 | 210,737 | ||
| Total Liabilities | 256,157 | 210,737 | ||
|
Capital Stock: $ par value, shares authorized, and shares issued and outstanding as of February 28, 2026 and May 31, 2025, respectively |
5,798 | 4,500 | ||
| Additional Paid-In Capital (APIC) | 37,627 | |||
Accumulated Deficit |
(68,388) | (199) | ||
| Total Stockholders equity | (24,963) | 4,301 | ||
| TOTAL LIABILITIES & STOCKHOLDER`S DEFICIT | 231,194 | 215,038 | ||
The accompanying notes are an integral part of these unaudited financial statements.
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ELVENTIX TECHNOLOGY CORPORATION
STATEMENTS OF OPERATIONS
Three and nine months ended February 28, 2026
(Unaudited)
|
For the three months ended February 28, 2026 (unaudited) |
For the nine months ended February 28, 2026 (unaudited) |
||
| Revenues | |||
| Total Revenues | |||
| Operating Expenses | |||
| Bank Service Charges | 75 | 211 | |
| Amortization Expense | 12,027 | 34,214 | |
| Business licenses and permits | 62 | 62 | |
| Research & Development (R&D) expenses | 5,500 | 5,500 | |
| Server rental | 8,400 | 8,400 | |
| Website Support expense | 2,800 | 2,800 | |
| Professional fees | 2,956 | 17,002 | |
| Total operating expenses | 31,820 | 36,369 | |
| Net loss from operations | (31,820) | (68,189) | |
| Other Income | |||
| Provision for income taxes | |||
|
Net Income/Loss |
(31,820) | (68,189) | |
| Loss per common share – Basic & Diluted | 0.01 | 0.01 | |
| Weighted Average Number of Common Shares Outstanding-Basic & Diluted | 5,247,250 | 4,746,346 |
The accompanying notes are an integral part of these unaudited financial statements.
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ELVENTIX TECHNOLOGY CORPORATION
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
Three and nine months ended February 28, 2026
(Unaudited)
|
Number of common |
Additional Paid-in- Capital |
Accumulated deficit |
Total | ||||||
| Shares | Amount | ||||||||
| Balance as of November 30, 2025 | 4,500,000 | $ | 4,500 | $ | $ | (36,568) | $ | (32,068) | |
| Sales of common stock at $0.03 per share | 1,297,500 | 1,298 | 37,627 | 38,925 | |||||
| Net Income for the three months ended February 28, 2026 | - | (31,820) | (31,820) | ||||||
| Balance as of February 28, 2026 (unaudited) | 5,797,500 | $ | 5,798 | $ | 37,627 | $ | (68,388) | $ | (24,963) |
|
Number of common |
Additional Paid-in- Capital |
Accumulated deficit |
Total | ||||||
| Shares | Amount | ||||||||
| Balance as of May 31, 2025 | 4,500,000 | $ | 4,500 | $ | $ | (199) | $ | 4,301 | |
| Sales of common stock at $0.03 per share | 1,297,500 | 1,298 | 37,627 | - | 38,925 | ||||
| Net Income for the nine months ended February 28, 2026 | - | (68,189) | (68,189) | ||||||
| Balance as of February 28, 2026 (unaudited) | 5,797,500 | $ | 5,798 | $ | 37,627 | $ | (68,388) | $ | (24,963) |
The accompanying notes are an integral part of these unaudited financial statements.
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ELVENTIX TECHNOLOGY CORPORATION
STATEMENT OF CASH FLOWS
Nine months ended February 28, 2026
(Unaudited)
|
Nine months ended February 28, 2026 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net (loss) | $ | (68,189) |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
||
| Amortization | 34,214 | |
| Changes in operating assets and liabilities: | ||
| Increase (decrease) in project in progress | (28,380) | |
| Increase (decrease) in prepaid expenses | (6,800) | |
| Increase (decrease) in accounts payable | 448 | |
| Net cash flows used in operating activities | $ | (68,707) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Intangible assets | (16,800) | |
| Net cash flows used in investing activities | $ | (16,800) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from related-party loan | 70,510 | |
| Proceeds from share issuance | 38,925 | |
| Repayments on promissory note payable | (25,538) | |
| Net cash flows provided by financing activities | $ | 83,897 |
| NET INCREASE (DECREASE) IN CASH | $ | (1,610) |
| CASH, BEGINNING OF PERIOD | $ | 2,500 |
| CASH, END OF PERIOD | $ | 890 |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
| Cash paid for interest | $ | |
| Cash paid for income tax | $ | |
The accompanying notes are an integral part of these unaudited financial statements.
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ELVENTIX TECHNOLOGY CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2026
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
ELVENTIX TECHNOLOGY CORPORATION (“the Company”) was incorporated under the laws of the State of Wyoming, U.S. on March 4, 2025 (Inception). Elventix Technology Corporation is to provide customers with a user-focused mobile application — Smarterest — that delivers up-to-date news content tailored to individual preferences. The Company has acquired the mobile application “Smarterest”. The application is designed to aggregate and deliver current news content, with functionality supporting personalized information delivery.
In addition, Elventix Technology Corporation plans to offer subscription-based access to an API that provides a selection of news sources, which will be personalized and filtered. The Company’s objective is to improve access to timely and relevant information while minimizing non-essential or excessive content.
NOTE 2 - GOING CONCERN
The financial statements were prepared based on a going concern basis that the Company will be able to settle its obligations and make use of its assets in the ordinary course of business in the foreseeable future. However, Elventix Technology Corporation has incurred a cumulative loss of $68,189 for the nine months ended February 28, 2026, and further losses are anticipated in the development of its business. As a result, there is substantial doubt about the Company's ability to operate as a going concern.
The Company's capacity to operate as a going concern is reliant on its ability to generate profitable operations in the future and/or secure the required funding to meet its obligations and settle liabilities resulting from standard business operations when they become due. The management plans to finance operational expenses for the next twelve months by using available cash on hand, as well as loans from directors and/or a private offering of common stock.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements
The unaudited condensed interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
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The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes for the year ended May 31, 2025.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company has adopted a May 31 fiscal year end.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. As of February 28, 2026 and May 31, 2025 our cash balances is $890 and $2,500, respectively.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Revenue Recognition
The Company will recognize revenue in accordance with Accounting Standards Codification No. 606, "Revenue from Contracts with Customers" ("ASC-606"). ASC 606 directs entities to recognize revenue when the promised goods or services are transferred to the customer. The amount of revenue recognized should equal the total consideration an entity expects to receive in return for the goods or services. The Financial Accounting Standards Board (FASB) created a five-step approach that entities should apply when determining the amount and timing of revenue recognition:
Step 1: Identify the contract with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
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The Company plans to offer API keys that grant access to a limited number of API calls. Customers will be able to select a suitable pricing plan directly on our website and initiate contact with the Company. The Company's policy requires payment upon issuance of an invoice. Once payment is received, the API key will be delivered via email, typically on the same day. API access will be provided in the form of a unique, non-transferable key, which may not be shared or reassigned to third parties. On occasion, the Company may provide the key prior to payment with an agreed upon payment date in the executed contract. Revenue will be recognized by the Company ratably over the specified period of time that the customer is granted access to our software. This model reflects an API-based subscription model, where customers pay for access to the API according to the package they select.
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes al potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period presented.
Promissory note payable
On May 15, 2025, the Company issued a promissory note to Smarterest Incorporated in exchange for the Smarterest mobile app at $188,538. The Company issued a non-interest-bearing convertible promissory note with an original maturity date of November 14, 2025. On November 13, 2025, the promissory note was amended to extend the maturity date to December 31, 2025. In accordance with ASC 470 – Debt, the Company has recognized the promissory note at its face value as it is due within one year and the impact of discounting is immaterial. No interest expense was recorded in connection with this note. On December 31, 2025, Smarterest Incorporated assigned all of its rights, title, and interest under the Promissory Note, including the outstanding principal balance of approximately $163,000, to 360 DIGITAL LLC pursuant to an Assignment of Rights under a Promissory Note (the “Assignment Agreement”). The Company received formal notice of such assignment in accordance with the terms of the Promissory Note and the Assignment Agreement. If the Company defaults at maturity, the entire principal becomes immediately due and payable at the lender’s discretion, and while no interest shall accrue on overdue amounts, the Company is obligated to fully repay the principal and reimburse the lender for all reasonable collection costs, including attorneys’ fees. Following the assignment, the Company is obligated to make all payments under the Promissory Note to 360 DIGITAL LLC in accordance with the payment instructions provided. The assignment does not modify, discharge, or otherwise affect the Company’s obligations under the Promissory Note, which remain in full force and effect.
As of February 28, 2026, promissory note payable was $163,000.
Recent Accounting Pronouncements
The Company has reviewed all recent accounting pronouncements issued through the date of issuance of these financial statements. Other than those relating to Development Stage Entities (discussed above), it does not believe any will have a material impact on the Company’s current financial results. However, the Company expects that ASU 2025-01 may impact future financial statement presentation and disclosure, as outlined below.
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ASU 2025-01 – Expense Disaggregation
Effective for annual periods after December 15, 2026, this update requires tabular disclosure of key expense components. The Company expects increased disclosure but no impact on financial results.
NOTE 4 – COMMON STOCK
The Company has 75,000,000 common shares authorized with a par value of $0.001 per share. On May 15, 2025 the Company issued 4,500,000 shares of its common stock at $0.001 per share for total proceeds of $4,500. As of February 28, 2026 the Company had 5,797,500 shares issued and outstanding.
During three months ended February 28, 2026 the Company issued 1,297,500 shares of common stock for cash proceeds of $1,298 at $0.03 per share.
There were and shares of common stock issued and outstanding as of February 28, 2026 and May 31, 2025, respectively.
NOTE 5 – RELATED PARTY TRANSACTIONS
To support the Company's financial needs, it may obtain advances from related parties until such time that it can sustain its operations or secure sufficient funding through the sale of its equity or traditional debt financing. Shareholders or directors have not made a written commitment for continued support, and the amounts involved represent advances or payments made to settle liabilities. The advances were considered temporary and were not supported by a promissory note.
As of February 28, 2026, the Company’s CEO and director had advanced $92,709 to the Company a loan agreement (the “Loan Agreement”). Under the Loan Agreement, the CEO has committed to provide up to $200,000 of financial support over a five-year period. The loan is intended for working capital purposes, interest-free, and has the stated maturity date of May 4, 2030. In addition, the CEO and director has signed an amendment to the loan agreement increasing the commitment to $300,000 in order to cover the repayment of the promissory note. The loan is intended for working capital purposes, is unsecured, interest-free, and has no fixed repayment terms other than the stated maturity date of May 4, 2030.
On May 15, 2025, the Company issued 4,500,000 shares of its Common Stock at $0.001 per share for total proceeds of $4,500 received from its CEO and director.
NOTE 6 – INTANGIBLE ASSETS
The Company follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established. The Company amortizes these costs using the straight-line method over the remaining estimated economic life of the product.
During the year ended May 31, 2025, the Company acquired application for $212,538.
During the nine months ended February 28, 2026, the Company capitalized website development costs for $16,800.
Amortization expense of capitalized software and website development costs was $12,027 and $34,214 for the three and nine months ended February 28, 2026, respectively.
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The Company had the following intangible assets as of February 28, 2026 and May 31, 2025:
| As of February 28, 2026 | As of May 31, 2025 | |||
| Application | $ | 212,538 | $ | 212,538 |
| Website Development | 16,800 | - | ||
| Accumulated Amortization | (34,214) | - | ||
| Intangible Assets, Net | $ | 195,124 | $ | 212,538 |
NOTE 7 – COMMITMENTS AND CONTINGENCIES
Contractual Commitments
On January 8, 2026, the Company incurred contractual payment commitment of $50,415 in connection with the software optimization.
Litigation
The Company was not subject to any legal proceedings during the period from March 4, 2025 (Inception) to February 28, 2026 and no legal proceedings are currently pending or threatened to the best of our knowledge.
NOTE 8 – INCOME TAX PROVISION
As of February 28, 2026, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $68,189 that may be offset against future taxable income through 2040. No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying financial statements as the management of the Company believes that the realization of the Company’s net deferred tax assets of approximately $14,319 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full valuation allowance.
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards which was used to offset tax payable from prior year’s operations. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The current valuation of tax allowance is not applicable as of February 28, 2026.
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Components of deferred tax assets are as follows:
|
Nine Months Ended February 28, 2026 |
Year Ended May 31, 2025 | ||||||||
| Net Deferred Tax Asset Non-Current: | |||||||||
| Net Operating Loss Carry-Forward | $ | 68,388 | $ | 199 | |||||
| Effective tax rate | x | 21 | % | x | 21 | % | |||
| Expected Income Tax Benefit from NOL Carry-Forward | 14,361 | 42 | |||||||
| Less: Valuation Allowance | (14,361) | (42) | |||||||
| Deferred Tax Asset, Net of Valuation Allowance | $ | $ | |||||||
The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for nine months ended February 28, 2026 and the year ended May 31, 2025 as follows:
|
Nine Months Ended February 28, 2026 |
Year Ended May 31, 2025 | ||||
| Computed “expected” tax expense (benefit) | $ | (14,320) | $ | (42) | |
| Change in valuation allowance | $ | 14,320 | $ | 42 | |
| Actual tax expense (benefit) | $ | $ | |||
NOTE 9 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from February 28, 2026 to the date the financial statements were issued and has determined that there are no items to disclose other than as described below.
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| Item 2. | Management’ Discussion and Analysis of Financial Condition and Results of Operations. |
DESCRIPTION OF BUSINESS
General
Elventix Technology Corporation (“Elventix” or the “Company”) was incorporated in the State of Wyoming on March 4, 2025, and is an early-stage technology company focused on the development and commercialization of “Smarterest,” a mobile news aggregation and content-curation application. The Company is currently in the development phase and has not generated revenues to date. Our operations to date have consisted primarily of the acquisition of the Smarterest application and related intellectual property, product enhancement and planning activities, and the evaluation of future monetization strategies.
The Company plans to release the initial commercial version of the application on the App Store and Google Play Store once product enhancements and testing are completed. Accordingly, the Company expects research and development expenses and general and administrative costs to continue to increase as we expand our development team, invest in technology, and prepare the product for market introduction.
In addition, Elventix Technology Corporation plans to offer subscription-based access to an API that provides a selection of news sources, which will be personalized and filtered. The Company’s objective is to improve access to timely and relevant information while minimizing non-essential or excessive content. The API is designed to seamlessly integrate into third-party platforms and workflows, providing structured, standardized, and continuously updated access to news content. It will offer a curated selection of news sources, enhanced by flexible filtering and personalization capabilities based on user-defined preferences and categories.
Corporate Organization
Elventix Technology Corporation was formed as a Wyoming corporation. On May 15, 2025, the Company entered into an Application Sale Agreement with Smarterest Incorporated to acquire the “Smarterest” mobile application in full, including the underlying source code and all associated intellectual property rights. The acquisition was financed through a Promissory Note executed on the same date, later amended on November 13, 2025, to correct a reference and extend the maturity date to December 31, 2025. On December 31, 2025, Smarterest Incorporated assigned all of its rights, title, and interest under the Promissory Note, including the outstanding principal amount of approximately $163,000, to 360 DIGITAL LLC. The Company received formal notice of the assignment and, following such notice, all payments under the Promissory Note are payable to 360 DIGITAL LLC. The assignment does not alter or discharge the Company’s obligations under the Promissory Note, which remain in full force and effect.
The Company owns the Smarterest application and holds all exclusive, irrevocable rights to modify, develop, commercialize, and license the technology. The Company’s mail forwarding address are located at 1309 Coffeen Avenue STE 1200 Sheridan, Wyoming 82801.
Competitive Strengths
Management believes that the Company possesses several competitive strengths that support its long-term growth prospects, including:
| 1. | Comprehensive Intellectual Property Ownership |
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The Company acquired full ownership of the Smarterest source code and all associated intellectual property rights, including derivative works, branding, and future enhancements. This allows the Company to expand and commercialize the platform without licensing restrictions.
| 2. | Multi-Platform Accessibility The application is planned to be compatible with both Android and iOS devices, allowing broad user reach without additional platform integration costs. |
| 3. | Feature Expansion Capability The Company plans to incorporate offline reading functionality, allowing users to download news articles and access content without an internet connection. This feature is designed to provide continuous access to news, even in areas with limited or no connectivity. |
| 4. | Flexible Monetization Model The Company plans to implement multiple revenue channels, including API licensing, subscription tiers, and advertising, offering diversification and scalability once the user base is established. |
Growth Strategies
Elventix Technology Corporation plans to enhance the existing codebase with the goal of releasing the first version of the “Smarterest” application on the App Store and Google Play Store. The Company is actively working on refining and expanding the application's features to ensure a seamless and engaging user experience.
Elventix Technology Corporation also intends to expand its market presence and user base both domestically and internationally. The Company plans to continue investing in technology and innovation to improve content personalization, expand content offerings, enhance user experience, and optimize monetization strategies.
In the near term, the Company will focus on user acquisition, engagement, and strategic partnerships to broaden content offerings. Over the medium term, Elventix Technology Corporation plans to pursue international expansion, localization, and the application of emerging technologies, including artificial intelligence and machine learning, to deliver more relevant and personalized content. The Company also anticipates hiring additional personnel and securing partnerships to support growth initiatives.
Over the long term, the Company aims to consolidate its position as a leading global news aggregator, diversify revenue streams, expand into multimedia content, enhance AI-driven personalization, strengthen social and community features, and maintain sustainable and socially responsible operations. Potential challenges include evolving user preferences, technological changes, competition, regulatory compliance, and operational complexity associated with global expansion.
Regulation
As a digital content aggregator and mobile application provider, the Company is subject to various legal and regulatory considerations, including:
| · | intellectual property laws governing source code, trademarks, and digital content; |
| · | data privacy and protection laws applicable to user information; |
| · | app store policies established by Apple and Google; |
| · | potential AI-related regulatory frameworks as they evolve; |
| · | digital advertising and consumer protection standards. |
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To date, the Company has not encountered regulatory barriers that would prevent its development activities; however, future regulatory changes may require modifications to business practices, software architecture, or data storage protocols.
Employees
As of the date of this filing, the Company does not have any full-time employees under employment agreements. The Company relies on technology consultants, and third-party development firms for engineering, design, testing, and administrative functions. As the Company scales operations and prepares for commercial deployment, management expects to hire personnel in areas such as software development, product management, user acquisition, data science, and customer support.
The Company’s board consists of Tallis Mateus Da Silva who takes the positions of President, Director, Treasurer and Secretary, and Jose Alejandro Bejarano Velasquez, Director.
Government Regulation
The Company’s operations may be affected by several areas of government regulation, including:
| 1. | Data Protection and Privacy Laws The Company must comply with applicable U.S. and international data privacy laws, including but not limited to state-level privacy regulations, consumer data rights requirements, and best-practice standards related to user data security, retention, and consent. |
| 2. | Artificial Intelligence Regulation The Company plans to further develop and integrate AI capabilities. As governmental bodies continue to develop frameworks for AI use, transparency, bias mitigation, and algorithmic accountability, Smarterest may be required to implement additional controls or reporting mechanisms. |
| 3. | Content and Copyright Compliance As a news aggregator, the Company must ensure that content sourcing and display practices comply with publisher terms, copyright laws, and fair-use principles. |
| 4. | Mobile Application and Platform Compliance Deployment through the Apple App Store and Google Play Store requires adherence to technical, content, and data requirements established by platform regulators. |
| 5. | Advertising and Monetization Standards Should the Company implement advertising-based revenue channels, compliance with digital advertising regulations, consumer protection laws, and publisher agreements will be required. |
Management monitors legislative developments in these areas and will adjust compliance policies as necessary to maintain adherence to applicable laws and industry standards.
Legal Proceedings
As of now, we are not involved in any legal proceedings, and we have not received any information about any upcoming legal actions against us.
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RESULTS OF OPERATIONS
Results of Operations for the three and nine months ended February 28, 2026, compared to May 31, 2025:
Revenues
For the three and nine months ended February 28, 2026, the Company generated no revenue.
Operating expenses
Total expenses for the three and nine months ended February 28, 2026 were $31,820 and $68,189 consisting of general and administrative expenses.
Net Losses
The company recorded a net loss of $31,820 and $68,189 for the three and nine months ended February 28, 2026, respectively.
Liquidity and Capital Resources
As of February 28, 2026, we have cash reserves of approximately $890 ($2,500 as of May 31, 2025) and our total liabilities are $256,157 ($210,737 as of May 31, 2025), including a promissory note payable of $163,000 ($188,538 as of May 31, 2025), and $92,709 ($22,199 as of May 31, 2025) owed to Tallis Mateus Da Silva, our director, as a related-party loan payable. The available capital reserves of the Company are not sufficient for the Company to remain operational.
Shareholders' equity (deficit) has decreased from $4,301 as of May 31, 2025 to $(24,963) as of February 28, 2026.
The Company has accumulated a net loss of $68,189 for the nine months ended February 28, 2026, compared to an accumulated deficit of $199 as of May 31, 2025, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company's ability to continue as a going concern.
Net cash used in operating activities for the nine months ended February 28, 2026, was $68,707.
Cash flows used in investing activities for the nine months ended February 28, 2026, was $16,800.
Cash flows provided by financing activities for the nine months ended February 28, 2026, was $83,897.
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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.
Limited Operating History and Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated sufficient revenues. We cannot guarantee 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.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholder.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Not Applicable.
| Item 4. | Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation as of February 28, 2026, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, who are one and the same, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(f) and 15d–15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our most recent 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. |
During the period ending February 28, 2026, there were no pending or threatened legal actions against us.
| Item 1A. | Risk Factors. |
As a smaller reporting company, we are not required to provide the information required by this Item.
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Not Applicable.
| Item 3. | Defaults Upon Senior Securities. |
Not Applicable.
| Item 4. | Mine Safety Disclosures. |
Not Applicable.
| Item 5. | Other Information. |
There is no other information required to be disclosed under this item that has not previously been reported.
| Item 6. | Exhibits. |
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SIGNATURES
In accordance with the requirements of the Securities Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ELVENTIX TECHNOLOGY CORPORATION | ||||
| Date: April 3, 2026 | By: | /s/ | Tallis Mateus Da Silva | |
| Name: | Tallis Mateus Da Silva | |||
| Title: | President, Director, Treasurer and Secretary | |||
| (Principal Executive, Financial and Accounting Officer) | ||||
| By: | /s/ | Jose Alejandro Bejarano Velasquez | ||
| Name: | Jose Alejandro Bejarano Velasquez | |||
| Title: | Director | |||
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.
| Signature | Title | Date | ||
| /s/ Tallis Mateus Da Silva | ||||
| Tallis Mateus Da Silva | President, Director, Treasurer and Secretary (Principal Executive, Financial and Accounting Officer) | April 3, 2026 | ||
| /s/ Jose Alejandro Bejarano Velasquez | ||||
| Jose Alejandro Bejarano Velasquez | Director | April 3, 2026 |
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