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 ~~December~~March 31, ~~2024~~2025

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

Commission File No.333-252535

ARCULUS SYSTEM CO., LTD.

(Exact name of registrant as specified in its charter)

Nevada		98-1511882
(State or other jurisdiction ofIncorporation or organization)		(IRS EmployerIdentification No.)
State or other jurisdiction ofIncorporation or organization		(IRS EmployerIdentification No.)
4695 MacArthur Court, 11th Floor, Newport Beach, CA		92660
(Address of principal executive offices)		(Zip Code)

(949) 289-6789

(Registrant’s telephone number, including area code)

N/A

(Former name former address and former fiscal year, if changed since last report)

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

Title of each class ~~Trading Symbol~~TradingSymbol(s) Name of each exchange on which registered None N/A N/A

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 shorter period that the registrant as 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, or a non-accelerated filer, a 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.

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

☐ Yes ☒ No

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ 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 ~~June~~August 3018, 2025
Common Stock, $0.001		4,058,167

TABLE OF CONTENTS

~~PART I – FINANCIAL INFORMATION~~	PART I – FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)	3F-1
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3	Quantitative and Qualitative Disclosures about Market Risk	87
Item 4	Controls and Procedures	8
~~PART II – OTHER INFORMATION~~	PART II – OTHER INFORMATION
Item 1	Legal Proceedings	109
Item 1A	Risk Factors	109
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	109
Item 3	Defaults Upon Senior Securities	109
Item 4	Mine Safety Disclosures	109
Item 5	Other Information	109
Item 6	Exhibits	1110

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

ARCULUS SYSTEM CO., LTD.

ARCULUS SYSTEM CO., LTD.
BALANCE SHEETS
MARCH 31, 2025 AND SEPTEMBER 30, 2024

ASSETS

	(Unaudited)			(Audited)
	March 31, 2025			September 30, 2024
CURRENT ASSETS
Cash and cash equivalents	$	4,042		$	3,145

Total assets	$	4,042		$	3,145

CURRENT LIABILITIES
Accounts payable		6,858		$	5,356
Accrued payroll and payroll taxes payable		1,615			1,902
Due to related parties		148,647			87,147

Total liabilities		157,120			94,405

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 75,000,000 authorized and 4,058,167 shares, respectively issued and outstanding;		4,058			4,058
Preferred stock, $0.001 par value, 75,000,000 authorized and 0 shares, respectively, issued and outstanding		-			-
Additional paid-in capital		85,296			85,296
Accumulated deficit		(242,432	)		(180,614	)

Total stockholders' deficit		(153,078	)		(91,260	)

Total liabilities and stockholders' equity	$	4,042		$	3,145

~~INDEX~~The TOaccompanying ~~FINANCIAL~~notes ~~STATEMENTS~~are an integral part of these unaudited financial statements.

Balance Sheets as of December 31, 2024 and September 30, 2024		F-1
Statements of Operations for the quarters ended December 31, 2024 and 2023		F-2
Statement of Changes in Stockholders’ Equity for the quarter ended December 31, 2024 and 2023		F-3
Statements of Cash Flows for the quarters ended December 31, 2024 and 2023		F-4
Notes to the Financial Statements		F-5

F-1

Table of Contents

3ARCULUS ~~Table~~SYSTEM ofCO., ~~Contents~~LTD.

ARCULUS SYSTEM CO., LTD.
BALANCE SHEETS
DECEMBER 31, 2024 AND SEPTEMBER 30, 2024
ASSETS
	(Unaudited)			(Audited)
	December 31,2024			September 30,2024
CURRENT ASSETS
Cash and cash equivalents	$	18,197		$	3,145
Total assets	$	18,197		$	3,145
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	1,382		$	5,356
Accrued payroll and payroll taxes payable		1,345			1,902
Due to related parties		137,147			87,147
Total liabilities		139,874			94,405
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 75,000,000 authorized and 4,058,167 shares, respectively issued and outstanding;		4,058			4,058
Preferred stock, $0.001 par value, 75,000,000 authorized and 0 shares, respectively, issued and outstanding		-			-
Additional paid-in capital		85,296			85,296
Accumulated deficit		(211,031	)		(180,614	)
Total stockholders' equity		(121,677	)		(91,260	)
Total liabilities and stockholders' equity	$	18,197		$	3,145

STATEMENT OF OPERATIONS

~~The accompanying notes are an integral part of these unaudited financial statements.~~(Unaudited)

F-1 Table of Contents

	Three Months Ended March 31,						Six Months Ended March 31,
	2025			2024			2025			2024

Revenues	$	-		$	-		$	-		$	-

Operating expenses:
Selling, general and administrative expenses		31,401			4,240			61,818			13,016
Total operating expenses		31,401			4,240			61,818			13,016

(Loss) from operations before provision for income tax		(31,401	)		(4,240	)		(61,818	)		(13,016	)

Other income (expense)
Loss from disposal		-			(1,833	)		-			(1,833	)

Provision for income tax benefit (expense)		-			-			-			-

Net income (loss)	$	(31,401	)	$	(6,073	)	$	(61,818	)	$	(14,849	)

Weighted average common shares outstanding – basic and diluted		4,058,617			4,058,617			4,058,617			4,058,617
Net (loss) per common share – basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)

ARCULUS SYSTEM CO., LTD.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023
(UNAUDITED)
	December 31,2024			December 31,2023
Revenues	$	-		$	-
Cost of goods sold		-			-
Gross profit from operations		-			-
Operating Expenses
Selling, general and administrative expenses (Schedule I)		30,417			8,776
Income (loss) from operations before provision for income tax benefit (expense)		(30,417	)		(8,776	)
Net income (loss) from operations before provision for income tax benefit (expense)		(30,417	)		(8,776	)
Provision for income tax benefit (expense)		-			-
Net income (loss)	$	(30,417	)	$	(8,776	)
Net income (loss) per share: Basic and diluted	$	-		$	-
Weighted average number of shares outstanding: Basic and diluted		4,058,167			4,058,167

The accompanying notes are an integral part of these financial statements.

~~The~~F-2 ~~accompanying~~Table ~~notes are an integral part~~ of ~~these financial statements.~~Contents

~~F-2~~ARCULUS ~~Table~~SYSTEM ofCO., ~~Contents~~LTD.

~~ARCULUS~~STATEMENTS ~~SYSTEM~~OF ~~CO.,~~CHANGES ~~LTD.~~IN STOCKHOLDERS' EQUITY

~~STATEMENTS~~THREE OFAND ~~CHANGES~~SIX INMONTHS ~~STOCKHOLDERS'~~ENDED ~~EQUITY~~MARCH 31, 2025

~~THREE MONTHS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023~~(UNAUDITED)

(UNAUDITED)

	For the Three Months Ended March 31, 2025
	Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity

Balance, December 31, 2024		4,058,167		4,058		85,296		(211,031	)		(121,677	)

Net (loss)		-		-		-		(31,401	)		(31,401	)

Balance, March 31, 2025		4,058,167		4,058		85,296		(242,432	)		(153,078	)

	Number ofShares		Common Stock		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders' Equity
	For the Three Months Ended March 31, 2024
Balance on September 30, 2023		4,058,167	$	4,058	$	27,087	$	(74,505	)	$	(43,360	)
	Common Stock				AdditionalPaid-In		Accumulated			TotalStockholders’
Net loss for the period ended December 31, 2023		-		-		-		(8,776	)		(8,776	)
	Shares		Amount		Capital		Deficit			Equity
Balance on December 31, 2023		4,058,167	$	4,058	$	27,087	$	(83,281	)	$	(52,136	)
Balance, December 31, 2023		4,058,167		4,058		27,087		(83,281	)		(52,136	)
Balance on September 30, 2024		4,058,167	$	4,058	$	85,296	$	(180,614	)	$	(91,260	)
Forgiveness of loan from shareholder in exchange for contribution		-		-		58,209		-			58,209
Net loss for the period ended December 31, 2024		-		-		-		(30,417	)		(30,417	)
Net (loss)		-		-		-		(6,073	)		(6,073	)
Balance on December 31, 2024		4,058,167	$	4,058	$	85,296	$	(211,031	)	$	(121,677	)
Balance, March 31, 2024		4,058,167		4,058		85,296		(89,354	)		-

The accompanying notes are an integral part of these financial statements.

	For the Six Months Ended March 31, 2025
	Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity

Balance, September 30, 2024		4,058,167		4,058		85,296		(180,614	)		(91,260	)

Net loss		-		-		-		(61,818	)		(61,818	)

Balance, March 31, 2025		4,058,167		4,058		85,296		(242,432	)		(153,078	)

F-3 Table of Contents

	For the Six Months Ended March 31, 2024
	Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity

Balance, September 30, 2023		4,058,167		4,058		27,087		(74,505	)		(43,360	)

Forgiveness of loan from shareholder in exchange for contribution		-		-		58,209		-			58,209

Net loss		-		-		-		(14,849	)		(14,849	)

Balance, March 31, 2024		4,058,167		4,058		85,296		(89,354	)		-

ARCULUS SYSTEM CO., LTD.
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023
(UNAUDITED)
	December 31,2024			December 31,2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(30,417	)	$	(8,776	)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Depreciation and amortization expense		-			100
Changes in assets and liabilities:
Accounts payable and accrued liabilities		(4,531	)		-
Net cash used in operating activities		(34,948	)		(8,676	)
CASH FLOWS FROM INVESTING ACTIVITIES
		-			-
Cash used in investing activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of amounts due to related parties		50,000			12,350
Cash provided by financing activities		50,000			12,350
Net increase (decrease) in cash and cash equivalents		15,052			3,674
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR		3,145			565
CASH AND CASH EQUIVALENTS, END OF THE PERIOD	$	18,197		$	4,239
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES		-			-

The accompanying notes are an integral part of these financial statements.

~~The~~F-3 ~~accompanying~~Table ~~notes are an integral part~~ of ~~these unaudited financial statements.~~Contents

~~F-4~~ARCULUS ~~Table~~SYSTEM ofCO., ~~Contents~~LTD.

~~ARCULUS~~STATEMENTS ~~SYSTEM~~OF ~~CO.,~~CASH ~~LTD.~~FLOWS

~~NOTES~~SIX TOMONTHS ~~UNAUDITED~~ENDED ~~FINANCIAL~~MARCH ~~STATEMENTS~~31, 2025 AND 2024

~~THREE MONTHS ENDED DECEMBER 31, 2024~~(UNAUDITED)

Note 1 – ORGANIZATION AND NATURE OF BUSINESS

	For the Six Months Ended March 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(61,818	)	$	(14,849	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense		-			101
Net loss on disposal of fixed assets		-			1,833
Increase (decrease) in current liabilities:
Accounts payable		1,215			-

Net cash provided by operating activities		(60,603	)		(12,915	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of amounts due to related parties		61,500			12,350
Net cash provided by (used in) financing activities		61,500			12,350

NET CHANGE IN CASH AND CASH EQUIVALENTS		897			(565	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		3,145			565
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	4,042			-

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
	$	-			58,209

~~ARCULUS~~The ~~SYSTEM~~accompanying ~~CO.,~~notes ~~LTD.~~are ~~(the~~an ~~“Company”)~~integral ispart ~~a corporation established under the corporation laws in the State~~ of ~~Nevada~~these onunaudited ~~October~~financial ~~4, 2019~~statements.

~~The~~F-4 ~~Company~~Table ~~has~~of ~~adopted September 30 as its fiscal year end.~~Contents

~~Effective~~ARCULUS onSYSTEM ~~February 15~~CO., ~~2024, the Company changed its address to 4695 MacArthur Court, 11th Floor, Newport Beach, CA 92660~~LTD.

~~The~~NOTES ~~Company~~TO ~~intends~~UNAUDITED toFINANCIAL deliver a robust suite of Electronic Design Automation (EDA) tools and integrated circuit (IC) design services, which will include high-quality system-on-chip (SoC) design capabilities such as intellectual property (IP) design, optimization, integration, and verification, enabling customers to accelerate development cycles and achieve efficient commercial outcomes.STATEMENTS

~~Note~~MARCH 231, ~~– GOING CONCERN~~ 2025

The accompanying financial statements have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated losses from inception to December 31, 2024, of $211,031. These factors, among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.(UNAUDITED)

InNote ~~order~~1 to– ~~continue~~ORGANIZATION asAND aNATURE ~~going~~OF concern, the Company will need, among other things, additional capital resources, which management believes to be approximately $500,000. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and calculations of liabilities that might be necessary should the Company be unable to continue as a going concern.BUSINESS

~~Note~~ARCULUS 3SYSTEM –CO., ~~SUMMARY~~LTD. OF(the ~~SIGNIFICANT~~“Company”) ~~ACCOUNTING~~is ~~POLICIES~~a corporation established under the corporation laws in the State of Nevada on October 4, 2019.

~~Basis~~The ofCompany ~~Presentation~~has adopted September 30 as its fiscal year end.

~~The~~Effective ~~accompanying~~on ~~financial~~February ~~statements~~15, ~~have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)~~2024, ~~as issued by~~ the ~~Financial~~Company ~~Accounting~~changed ~~Standards~~its ~~Board~~address ~~(“FASB”).~~to ~~These~~4695 ~~financial~~MacArthur ~~statements reflect all adjustments considered necessary by management~~Court, ~~consisting~~11th ~~of normal recurring accruals~~Floor, ~~for~~Newport ~~a fair presentation of the Company’s financial position~~Beach, ~~results~~CA ~~of operations, and cash flows for the periods presented~~92660.

The Company’s ~~financial~~intends ~~statements~~to ~~are~~deliver ~~presented~~a inrobust ~~U.S.~~suite ~~dollars~~of Electronic Design Automation (EDA) tools and integrated circuit (IC) design services, which iswill ~~the~~include ~~Company’s~~high-quality ~~functional~~system-on-chip (SoC) design capabilities such as intellectual property (IP) design, optimization, integration, and ~~reporting~~verification, ~~currency.~~enabling ~~All~~customers ~~amounts~~to ~~are~~accelerate ~~stated~~development incycles ~~U.S.~~and ~~dollars~~achieve ~~unless~~efficient ~~otherwise~~commercial ~~indicated~~outcomes.

~~Management~~Note is2 ~~responsible~~– ~~for~~GOING the preparation and fair presentation of these financial statements in accordance with U.S. GAAP, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.CONCERN

The ~~results~~accompanying ~~for~~financial ~~the~~statements ~~three~~have ~~months~~been ~~ended~~prepared ~~December~~using ~~31,~~generally ~~2024~~accepted ~~are~~accounting ~~not~~principles ~~necessarily~~in ~~indicative~~the United States of America applicable to a going concern, which contemplates the ~~results~~realization of ~~operations~~assets ~~for~~and liquidation of liabilities in the ~~full~~normal ~~year~~course of business. ~~These~~The ~~financial~~Company ~~statements~~has ~~and~~yet ~~related~~established ~~footnotes~~an ~~should~~ongoing besource ~~read~~of inrevenue ~~conjunction~~sufficient ~~with~~to ~~the~~cover ~~consolidated~~its ~~financial~~operating ~~statements~~costs and ~~footnotes~~allow ~~thereto~~it ~~included~~to incontinue ~~the~~as a going concern. The Company’s ~~Annual~~has ~~Report~~accumulated onlosses ~~Form~~from ~~10-K/A~~inception ~~for~~to ~~the~~March ~~year~~31, ~~ended~~2025, ~~September~~of 30$242,432. ~~2024~~These factors, ~~filed~~among ~~with~~others raise substantial doubt about the ~~Securities~~ability ~~and~~of ~~Exchange~~the ~~Commission~~Company to continue as a going concern for a reasonable period of time.

~~The~~In ~~accompanying~~order ~~condensed~~to ~~financial~~continue ~~statements~~as ~~have~~a ~~been~~going ~~prepared~~concern, by the Company ~~without~~will ~~audit.~~need, Inamong ~~the~~other ~~opinion~~things, ofadditional ~~management~~capital resources, ~~all~~which ~~adjustments~~management ~~(which~~believes ~~include~~to ~~only~~be ~~normal~~approximately ~~recurring~~$500,000. ~~adjustments)~~Management’s ~~necessary~~plan is to ~~present~~obtain ~~fairly~~such resources for the ~~financial~~Company ~~position~~by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, ~~results~~management cannot provide any assurance that the Company will be successful in accomplishing any of ~~operations,~~its plans. These financial statements do not include any adjustments related to the recoverability and ~~cash~~classification ~~flows~~of atassets ~~December~~or ~~31,~~the ~~2024~~amounts and ~~for~~calculations of liabilities that might be necessary should the ~~related~~Company ~~periods~~be ~~presented~~unable to continue as a going concern.

~~Cash~~Note ~~and~~3 ~~Cash~~– ~~Equivalents~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~For~~Basis ~~purposes~~ of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents include cash on hand, demand deposits, and short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.Presentation

~~F-5~~The ~~Table~~accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of ~~Contents~~America (“U.S. GAAP”), as issued by the Financial Accounting Standards Board (“FASB”). These financial statements reflect all adjustments considered necessary by management, consisting of normal recurring accruals, for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented.

~~Stock-Based~~The ~~Compensation~~Company’s financial statements are presented in U.S. dollars, which is the Company’s functional and reporting currency. All amounts are stated in U.S. dollars unless otherwise indicated.

~~The~~Management ~~Company~~is ~~accounts~~responsible for ~~stock-based~~the ~~compensation~~preparation inand ~~accordance~~fair ~~with~~presentation ~~the provisions~~ of ~~Accounting~~these ~~Standards~~financial ~~Codification~~statements ~~(ASC)~~in ~~718,~~accordance ~~Compensation—Stock~~with ~~Compensation~~U.S. GAAP, ~~which~~and ~~requires~~for the ~~measurement~~design, implementation, and ~~recognition~~maintenance of ~~compensation~~internal ~~expense~~control ~~for~~relevant ~~all~~to ~~share-based~~the ~~payment~~preparation ~~awards~~and ~~made~~fair topresentation ~~employees~~of ~~and~~financial ~~non-employees~~statements ~~based~~that onare ~~the~~free ~~grant~~from ~~date~~material ~~fair~~misstatement, ~~value~~whether ofdue ~~those~~to ~~awards~~fraud or error.

AsThe ofresults ~~December~~for ~~31,~~the ~~2024,~~three ~~the~~and ~~Company~~six ~~has~~months ~~not~~ended ~~adopted~~March a31, ~~stock~~2025 ~~option~~are ornot ~~equity~~necessarily ~~incentive~~indicative ~~plan~~of ~~and~~the ~~has~~results ~~not~~of ~~granted~~operations ~~any~~for ~~stock-based~~the ~~compensation~~full ~~awards~~year. ~~Accordingly,~~These nofinancial ~~stock-based~~statements ~~compensation~~and ~~expense~~related ~~has~~footnotes ~~been~~should ~~recognized~~be read in conjunction with the ~~accompanying~~consolidated financial statements ~~for~~and footnotes thereto included in the ~~period~~Company’s ~~then~~Annual Report on Form 10-K/A for the year ended September 30, 2024, filed with the Securities and Exchange Commission.

~~Use~~The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of ~~Estimates~~management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2025 and for the related periods presented.

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

~~Income~~For ~~Taxes~~purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents include cash on hand, demand deposits, and short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.

~~The~~F-5 ~~Company~~Table ~~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 difference between financial statements 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.Contents

The Company utilizes the Financial Accounting Standards Board’s Accounting Standards Codification Topic 740 related to Income Taxes to account for the uncertainty in income taxes. Topic 740 for Income Tax clarifies the accounting for uncertainty in income taxes by prescribing rules for reconciliation, measurement and classification in financial statements of tax positions taken or expected to be in a tax return. Further, it prescribes a twoStock-~~step~~Based process for the financial statement measurement and recognition of a tax position. The first step involves the determination of whether it is more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon ultimate settlement. This topic also provides guidance on the accounting for related interest and penalties, financial statement calculation and disclosure. The Company’s policy is that any interest or penalties related to uncertain tax positions are recognized in income tax expense when incurred. The Company has no uncertain tax positions or related interest and penalties requiring accrual as of December 31, 2024.Compensation

~~New~~The Company accounts for stock-based compensation in accordance with the provisions of Accounting ~~Pronouncements~~Standards Codification (ASC) 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and non-employees based on the grant date fair value of those awards.

~~There~~As ~~were~~of ~~various~~March ~~accounting~~31, ~~standards and interpretations issued recently~~2025, ~~none~~the ofCompany ~~which~~has ~~are~~not ~~expected~~adopted ~~to have~~ a ~~material~~stock ~~impact~~option ~~on our financial position, operations~~ or ~~cash~~equity ~~flows.~~incentive ~~The~~plan ~~Company~~and ~~continues~~has tonot ~~monitor~~granted ~~proposed~~any ~~and~~stock-based ~~issued~~compensation ~~accounting~~awards. ~~standards~~Accordingly, tono ~~assess~~stock-based ~~any~~compensation ~~potential~~expense ~~impact~~has onbeen ~~future~~recognized ~~financial reporting,~~ in ~~accordance~~the ~~with~~accompanying ~~ASC~~financial ~~105,~~statements ~~Generally~~for ~~Accepted~~the ~~Accounting~~period ~~Principles~~then ended.

~~Fair~~Use ~~Value~~ of ~~Financial Instruments~~Estimates

~~ASC~~The ~~825,~~preparation ~~“Disclosures~~of ~~about~~financial ~~Fair~~statements ~~Value~~in ofconformity ~~Financial~~with ~~Instruments”,~~generally ~~requires~~accepted ~~disclosure~~accounting ofprinciples ~~fair~~requires ~~value~~management ~~information~~to ~~about~~make ~~financial~~estimates ~~instruments.~~and ~~ASC~~assumptions ~~820,~~that ~~“Fair~~affect ~~Value~~the ~~Measurements”~~reported ~~defines~~amounts ~~fair~~of ~~value,~~assets ~~establishes~~and aliabilities ~~framework~~and ~~for~~disclosure ~~measuring~~of ~~fair~~contingent ~~value~~assets inand ~~generally~~liabilities ~~accepted~~at ~~accounting~~the ~~principles,~~date ~~and~~of ~~expands~~the ~~disclosures~~financial ~~about~~statements. ~~fair~~Estimates ~~value~~also ~~measurements.~~affect ~~Fair~~the ~~value~~reported ~~estimates~~amounts ~~discussed~~of ~~herein~~revenues ~~are~~and ~~based~~expenses ~~upon~~during ~~certain~~the ~~market~~reporting ~~assumptions~~period. ~~and~~Actual ~~pertinent~~events ~~information~~and ~~available~~results tocould ~~management~~differ asfrom ofthose ~~December~~assumptions ~~31,~~and ~~2024~~estimates.

~~The~~Income respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash and related party loans payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximately fair value.Taxes

~~F-6~~The ~~Table~~Company follows the liability method of ~~Contents~~accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to difference between financial statements 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.

~~Basic~~The Company utilizes the Financial Accounting Standards Board’s Accounting Standards Codification Topic 740 related to Income Taxes to account for the uncertainty in income taxes. Topic 740 for Income Tax clarifies the accounting for uncertainty in income taxes by prescribing rules for reconciliation, measurement and ~~Diluted~~classification ~~Loss~~in ~~Per~~financial ~~Share~~statements of tax positions taken or expected to be in a tax return. Further, it prescribes a two-step process for the financial statement measurement and recognition of a tax position. The first step involves the determination of whether it is more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon ultimate settlement. This topic also provides guidance on the accounting for related interest and penalties, financial statement calculation and disclosure. The Company’s policy is that any interest or penalties related to uncertain tax positions are recognized in income tax expense when incurred. The Company has no uncertain tax positions or related interest and penalties requiring accrual as of March 31, 2025.

~~The~~New ~~Company~~Accounting 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 all 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.Pronouncements

~~Note~~There 4were –various ~~CAPITAL~~accounting ~~STOCK~~standards and interpretations issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows. The Company continues to monitor proposed and issued accounting standards to assess any potential impact on future financial reporting, in accordance with ASC 105, Generally Accepted Accounting Principles.

~~The~~Fair ~~Company~~Value ~~is authorized to issue up to 75,000,000 shares~~ of ~~common~~Financial stock, with a par value of $0.001 per share. Common stock is classified as equity and represents the residual interest in the assets of the Company after deducting liabilities. Holders of common stock are entitled to one vote per share and to share in dividends, if declared by the Board of Directors. Instruments

~~Transactions~~ASC ~~involving the issuance~~825, ~~repurchase,~~“Disclosures orabout ~~retirement~~Fair Value of ~~common~~Financial ~~stock~~Instruments”, ~~are~~requires ~~recorded~~disclosure asof ~~changes~~fair invalue ~~equity~~information inabout ~~accordance~~financial ~~with~~instruments. ASC ~~505-Equity.~~820, ~~The~~“Fair ~~par~~Value Measurements” defines fair value, ofestablishes ~~issued~~a ~~shares~~framework isfor ~~recorded~~measuring fair value in ~~common~~generally ~~stock~~accepted accounting principles, ~~with~~and ~~any~~expands ~~consideration~~disclosures ~~received~~about infair ~~excess~~value ofmeasurements. ~~par~~Fair value ~~recorded~~estimates indiscussed ~~additional~~herein ~~paid-in~~are ~~capital.~~based upon certain market assumptions and pertinent information available to management as of March 31, 2025.

AsThe respective carrying values of ~~December~~certain ~~31,~~on-balance-sheet ~~2024,~~financial ~~the~~instruments ~~Company~~approximate ~~had~~their ~~4,058,167~~fair ~~common~~values. ~~shares~~These ~~outstanding~~financial instruments include cash and related party loans payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximately fair value.

~~The~~F-6 ~~Company~~Table ~~is authorized to issue 75,000,000 shares~~ of preferred stock, par value $0.001 per share. The board of directors may divide the Preferred Stock into any number of series. The board shall fix the designation and number of shares of each such series. The board may determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any unissued series of the Preferred Stock. The board of directors (within the limits and restrictions of any resolution adopted by it, originally fixing the number of shares of any series) may increase or decrease the number of shares of any such series after the issue of shares of that series, but not below the number of then outstanding shares of such series.Contents

AsBasic ofand ~~December~~Diluted ~~31,~~Loss ~~2024,~~Per ~~the Company had no preferred shares issued or outstanding.~~Share

~~Note~~The 5Company –computes ~~RELATED~~earnings ~~PARTY~~(loss) ~~TRANSACTIONS~~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 all 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.

InNote ~~support~~4 of– ~~the~~CAPITAL Company’s efforts and cash requirements, it may rely on advances from related parties until such a time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.STOCK

~~During~~The ~~the~~Company ~~period~~is ~~ended~~authorized ~~December~~to ~~31,~~issue ~~2024~~up to 75,000,000 ~~our~~shares ~~CEO~~of ~~provided~~common stock, with a ~~short-term~~par ~~advance~~value toof ~~the~~$0.001 ~~Company~~per toshare. ~~cover~~Common ~~operating~~stock ~~expenses~~is classified as equity and ~~maintain~~represents ~~adequate~~the ~~liquidity.~~residual Asinterest ofin ~~December~~the ~~31,~~assets ~~2024,~~of the ~~total~~Company ~~outstanding~~after ~~balance~~deducting liabilities. Holders of ~~shareholder~~common ~~advances~~stock ~~classified~~are asentitled ~~short-term~~to ~~related~~one ~~party~~vote ~~loans~~per ~~was~~share ~~$137,147.~~and ~~These~~to ~~advances~~share ~~are~~in ~~unsecured~~dividends, ~~non-interest~~if ~~bearing~~declared ~~and~~by ~~payable~~the onBoard ~~demand.~~of Directors.

~~The~~Transactions ~~Company~~involving ~~has~~the ~~evaluated~~issuance, ~~these~~repurchase, ~~transactions~~or inretirement ~~accordance~~of ~~with~~common ~~ASC~~stock ~~850,~~are ~~Related~~recorded ~~Party~~as ~~Disclosures,~~changes ~~and~~in ~~determined~~equity ~~that~~in ~~disclosure~~accordance iswith ~~required~~ASC ~~due~~505-Equity. toThe ~~the~~par ~~related~~value ~~party~~of ~~nature,~~issued ~~absence~~shares ofis ~~formal~~recorded ~~lending~~in ~~terms~~common stock, ~~and~~with ~~their~~any ~~significance~~consideration toreceived ~~the~~in ~~Company’s~~excess ~~financial~~of ~~condition~~par ~~and~~value ~~operations~~recorded in additional paid-in capital.

~~Management~~As ~~has assessed the classification~~ of ~~these~~March ~~advances and~~31, ~~due to their lack of a formal repayment schedule and demand feature~~2025, ~~has appropriately presented~~ the ~~balance~~Company ashad ~~current~~4,058,167 ~~liabilities~~common inshares ~~the accompanying balance sheet~~outstanding.

~~Note~~The 6Company –is ~~SUBSEQUENT~~authorized ~~EVENTS~~to issue 75,000,000 shares of preferred stock, par value $0.001 per share. The board of directors may divide the Preferred Stock into any number of series. The board shall fix the designation and number of shares of each such series. The board may determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any unissued series of the Preferred Stock. The board of directors (within the limits and restrictions of any resolution adopted by it, originally fixing the number of shares of any series) may increase or decrease the number of shares of any such series after the issue of shares of that series, but not below the number of then outstanding shares of such series.

~~The~~As ~~Company~~of ~~has~~March ~~evaluated subsequent events in accordance with ASC 855~~31, ~~Subsequent Events, through June 13,~~ 2025, the ~~date~~Company ~~the~~had ~~financial~~no ~~statements~~preferred ~~were~~shares ~~available to be~~ issued. ~~Management~~or ~~has considered both recognized and non-recognized subsequent events that occurred after the balance sheet date but prior to the issuance date of the financial statements~~outstanding.

~~During~~Note ~~the~~5 ~~subsequent~~– ~~event~~RELATED ~~evaluation~~PARTY period, the Company received additional financial support from existing shareholders in the form of unsecured, short-term advances to support working capital needs. The advances are non-interest-bearing payable on demand. The shareholder provided the following four advances: $1,000 on February 26, 2025, $10,000 on March 3, 2025, $500 on March 27, 2025, and $211 on May 19, 2025. TRANSACTIONS

~~These~~In support of the Company’s efforts and cash requirements, it may rely on advances ~~are~~from ~~classified~~related asparties ~~subsequent~~until ~~events~~such a time that ~~did~~the ~~not~~Company ~~require~~can ~~adjustment~~support toits ~~the~~operations ~~financial~~or ~~statements~~attain asadequate financing through sales of ~~December~~its 31equity or traditional debt financing. There is no formal written commitment for continued support by officers, ~~2024~~directors, ~~but~~or ~~are~~shareholders. ~~disclosed~~Amounts ~~herein~~represent asadvances ~~non-recognized~~or ~~subsequent~~amounts ~~events~~paid ~~due~~in tosatisfaction ~~their~~of ~~relevance~~liabilities. toThe ~~users~~advances ofare ~~the~~considered ~~financial~~temporary ~~statements~~in nature and ~~potential~~have ~~impact~~not onbeen ~~future~~formalized ~~liquidity.~~by a promissory note.

~~Management~~During ~~continues~~the toperiod ~~monitor~~ended March 31, 2025, our CEO provided a short-term advance to the Company’s ~~financial~~to ~~position~~cover operating expenses and ~~will~~maintain ~~evaluate~~adequate liquidity. As of March 31, 2025, the ~~classification~~total outstanding balance of ~~such~~shareholder ~~transactions~~advances inclassified ~~future~~as ~~reporting~~short-term ~~periods~~related party loans was $148,647. These advances are unsecured, non-interest bearing and payable on demand.

~~F-7~~The ~~Table~~Company has evaluated these transactions in accordance with ASC 850, Related Party Disclosures, and determined that disclosure is required due to the related party nature, absence of ~~Contents~~formal lending terms, and their significance to the Company’s financial condition and operations.

~~Item~~Management 2.has ~~Management’s~~assessed ~~Discussion~~the classification of these advances and, ~~Analysis~~due to their lack of ~~Financial~~a ~~Condition~~formal repayment schedule and ~~Results~~demand offeature, ~~Operations~~has appropriately presented the balance as current liabilities in the accompanying balance sheet.

~~The~~Note ~~following~~6 ~~discussion~~– ~~should~~SUBSEQUENT be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this Quarterly Report. Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.EVENTS

~~Forward~~The Company has evaluated subsequent events in accordance with ASC 855, Subsequent Events, through June 13, 2025, the date the financial statements were available to be issued. Management has considered both recognized and non-~~Looking~~recognized ~~Statements~~subsequent events that occurred after the balance sheet date but prior to the issuance date of the financial statements.

~~This~~During ~~quarterly~~the ~~report~~subsequent ~~contains~~event ~~forward-looking~~evaluation ~~statements.~~period, ~~These~~the ~~statements~~Company ~~relate~~received toadditional ~~future events or our future~~ financial ~~performance.~~support ~~These~~from ~~statements~~existing ~~often~~shareholders ~~can~~in ~~be identified by~~ the ~~use~~form of ~~terms such as “may~~unsecured,” ~~“will,”~~short-term ~~“expect,”~~advances ~~“believe,”~~to ~~“anticipate,”~~support ~~“estimate,”~~working ~~“approximate”~~capital ~~or “continue,” or the negative thereof~~needs. WeThe ~~intend~~advances ~~that~~are ~~such forward~~non-~~looking~~interest-bearing ~~statements~~payable beon ~~subject to the safe harbors for such statements~~demand. WeThe ~~wish~~shareholder toprovided ~~caution~~the ~~readers~~following ~~not~~four toadvances: ~~place~~$211 ~~undue reliance~~ on ~~any~~May ~~such~~16, ~~forward-looking~~2025, ~~statements~~$6,709 ~~which~~on ~~speak~~May ~~only~~27, as2025, of$2,750 ~~the~~on ~~date~~June ~~made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However~~4, ~~forward-looking statements are subject to risks~~2025, ~~uncertainties~~ and ~~important~~$1,850 ~~factors~~on ~~beyond~~July ~~our~~8, ~~control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected~~2025. 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.

AsThese ~~used~~advances inare ~~this~~classified ~~quarterly~~as ~~report,~~subsequent ~~the~~events ~~terms~~that ~~“we,”~~did ~~“us,”~~not ~~“our,”~~require oradjustment “to the ~~Company,”~~financial ~~mean~~statements ~~Arculus~~as ~~System~~of ~~Co.~~March 31, ~~Ltd.~~2025, ~~unless~~but ~~otherwise~~are ~~indicated~~disclosed herein as non-recognized subsequent events due to their relevance to users of the financial statements and potential impact on future liquidity.

~~All~~Management ~~dollar~~continues ~~amounts~~to ~~refer~~monitor tothe USCompany’s ~~dollars~~financial ~~unless~~position ~~otherwise~~and ~~indicated~~will evaluate the classification of such transactions in future reporting periods.

~~Overview~~F-7 Table of Contents

~~Arculus~~Item ~~System Co~~2., ~~Ltd.~~Management’s ~~(the~~Discussion ~~“Company,” “we,” “our,” or “us”) is a development-stage company incorporated on October 4, 2019, in the State of Nevada under the name Azzurro Solutions Corp.~~ and ~~established~~Analysis ~~a fiscal year end~~ of ~~September.~~Financial OnCondition ~~February 20, 2025, we changed our name to arculus system,~~ and, onResults ~~March 5, 2025, we amended and restated our articles~~ of incorporation and changed our name to Arculus System Co., Ltd. and authorized 75,000,000 preferred shares. Subsequent to the change of control, our new management and majority shareholders have changed our business to deliver a robust suite of Electronic Design Automation (EDA) tools and integrated circuit (IC) design services. Operations

WeThe ~~now~~following ~~specialize~~discussion should be read in conjunction with our financial statements, including the ~~development~~notes ofthereto, ~~high-performance~~appearing ~~chip~~elsewhere ~~design~~in ~~front~~this quarterly report. The following discussion contains forward-~~end~~looking ~~development~~statements ~~software~~that ~~tools~~reflect our plans, estimates and ~~solutions~~beliefs. AsOur aactual ~~developer~~results could differ materially from those discussed in the ~~EDA~~forward-looking ~~field,~~statements. weFactors ~~are~~that ~~dedicated~~could cause or contribute to ~~pioneering~~such ~~breakthroughs~~differences ~~aimed~~include atbut ~~assisting~~are ICnot ~~chip~~limited ~~design~~to ~~enterprises~~those discussed below and elsewhere in ~~addressing~~this ~~the~~Quarterly ~~formidable~~Report. ~~challenges~~Our ~~and~~unaudited ~~critical~~financial ~~issues~~statements ~~encountered~~are ~~during~~stated ~~innovation~~in ~~and~~United ~~development~~States ~~processes,~~Dollars and ~~intend~~are toprepared ~~become~~in aaccordance ~~trusted~~with ~~key~~United ~~partner~~States inGenerally ~~the~~Accepted ~~industry~~Accounting Principles.

~~Our flagship EDA tool is the Architecture Compiler, which represents our most advanced technology. This powerful solution simplifies SoC architecture design by optimizing software and hardware co~~Forward-~~design,~~Looking seamlessly integrating components, and enhancing overall performance. With the Architecture Compiler, we enable customers to build efficient and robust IC designs, laying a solid foundation for success.Statements

WeThis ~~have~~quarterly ~~developed~~report ~~iPROfiler,~~contains anforward-looking ~~advanced~~statements. ~~SoC~~These ~~performance~~statements ~~analysis~~relate ~~tool~~to ~~driven~~future byevents ~~artificial~~or ~~intelligence~~our ~~and~~future ~~designed~~financial ~~for SoC~~performance. ~~iPROfiler~~These ~~plays~~statements aoften ~~crucial~~can ~~role~~be inidentified ~~facilitating~~by ~~collaboration~~the ~~and~~use ~~comprehensive~~of ~~analysis~~terms ~~among~~such ~~SoC~~as ~~design~~“may,” ~~teams~~“will,” ~~software~~“expect,” ~~teams~~“believe,” ~~and~~“anticipate,” ~~hardware~~“estimate,” ~~teams~~“approximate” or “continue,” or the negative thereof. ByWe ~~leveraging~~intend ~~its~~that ~~capabilities,~~such ~~customers~~forward-looking ~~can~~statements ~~unleash~~be subject to the ~~full~~safe ~~potential~~harbors offor ~~their~~such ~~SoC~~statements. ~~designs~~We wish to caution readers not to place undue reliance on any such forward-looking statements, ~~achieving~~which ~~exceptional~~speak ~~performance~~only ~~and~~as ~~functionality~~of the date made. ItAny ~~also~~forward-looking ~~serves~~statements represent management’s best judgment as anto ~~important~~what ~~sign~~may occur in the future. However, forward-~~off~~looking ~~tool~~statements are subject to risks, ~~ensuring~~uncertainties ~~smooth~~and ~~coordination~~important ~~between~~factors ~~front-end~~beyond our control that could cause actual results and ~~back~~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-~~end~~looking ~~design~~statements ~~teams~~to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

~~Customers~~As ~~are~~used atin ~~the~~this ~~core~~quarterly ~~of everything we do~~report, ~~and we strive to build strong partnerships by deeply understanding their goals and challenges. With our extensive experience and~~ the ~~powerful~~terms ~~capabilities~~“we,” of“us,” “our ~~EDA tools~~,” weor ~~prepared to tackle~~ “the ~~most~~Company,” ~~demanding~~mean ~~and~~Arculus ~~intricate~~System ~~problems~~Co., ~~brought~~Ltd., ~~about~~unless byotherwise ~~IC design~~indicated.

4All ~~Table~~dollar ofamounts ~~Contents~~refer to US dollars unless otherwise indicated.

~~Our~~3 ~~products~~Table ~~will~~of include high-quality system-on-chip (SoC) design capabilities such as intellectual property (IP) design, optimization, integration, and verification, enabling customers to accelerate development cycles and achieve efficient commercial outcomes.Contents

As of the date of this filing, we have not commenced principal revenue-generating operations and have generated limited revenues since inception. Our operations have been limited to organizational activities, administrative functions, and preparation for future service offerings. Overview

AsArculus ofSystem ~~December 31~~Co., ~~2024~~Ltd. (the “Company,” “we,” ~~had~~“our,” anor ~~accumulated~~“us”) ~~deficit~~is ofa ~~$211~~development-stage company incorporated on October 4,~~031.~~ ~~Our~~2019, ~~financial~~in ~~statements~~the ~~have~~State ~~been~~of ~~prepared~~Nevada ~~assuming~~under ~~that~~the wename ~~will~~Azzurro ~~continue~~Solutions asCorp. and established a ~~going~~fiscal ~~concern~~year end of September. WeOn ~~expect~~February we20, ~~will~~2025, ~~require~~we ~~additional~~changed ~~capital~~our name to ~~meet~~arculus system, and, on March 5, 2025, we amended and restated our ~~long-term~~articles ~~operating~~of ~~requirements.~~incorporation Weand ~~expect~~changed toour ~~raise~~name ~~additional~~to ~~capital~~Arculus ~~through~~System Co., ~~among~~Ltd. ~~other~~and ~~things~~authorized 75,000,000 preferred shares. Subsequent to the ~~sale~~change of ~~equity~~control, orour ~~debt~~new ~~securities~~management and majority shareholders have changed our business to deliver a robust suite of Electronic Design Automation (EDA) tools and integrated circuit (IC) design services.

~~Results~~We now specialize in the development of ~~Operation~~high-performance chip design front-end development software tools and solutions. As a developer in the EDA field, we are dedicated to pioneering breakthroughs aimed at assisting IC chip design enterprises in addressing the formidable challenges and critical issues encountered during innovation and development processes and intend to become a trusted key partner in the industry.

~~For~~Our flagship EDA tool is the ~~three~~Architecture ~~months~~Compiler, ~~ended~~which ~~December~~represents 31our most advanced technology. This powerful solution simplifies SoC architecture design by optimizing software and hardware co-design, ~~2024~~seamlessly ~~compared~~integrating tocomponents, and enhancing overall performance. With the ~~three~~Architecture ~~months~~Compiler, ~~ended~~we ~~December~~enable 31customers to build efficient and robust IC designs, ~~2023~~laying a solid foundation for success.

	Three months endedDecember 31, 2024			Three months endedDecember 31, 2023
Revenues	$	-		$	-
Cost of goods sold		-			-
Operating Expenses	$	30,417		$	8,776
Net Loss	$	(30,417	)	$	(8,776	)

We have developed iPROfiler, an advanced SoC performance analysis tool driven by artificial intelligence and designed for SoC. iPROfiler plays a crucial role in facilitating collaboration and comprehensive analysis among SoC design teams, software teams, and hardware teams. By leveraging its capabilities, customers can unleash the full potential of their SoC designs, achieving exceptional performance and functionality. It also serves as an important sign-off tool, ensuring smooth coordination between front-end and back-end design teams.

~~Revenue~~Customers are at the core of everything we do, and we strive to build strong partnerships by deeply understanding their goals and challenges. With our extensive experience and the powerful capabilities of our EDA tools, we prepared to tackle the most demanding and intricate problems brought about by IC design.

WeOur ~~did~~products ~~not~~will ~~incur~~include ~~any~~high-quality ~~revenues~~system-on-chip ~~for~~(SoC) ~~the~~design ~~three~~capabilities ~~months~~such ~~ended~~as ~~December~~intellectual 31property (IP) design, ~~2024~~optimization, orintegration, ~~December~~and 31verification, ~~2023.~~enabling customers to accelerate development cycles and achieve efficient commercial outcomes.

~~Cost~~As of ~~Goods~~the ~~Sold~~date of this filing, we have not commenced principal revenue-generating operations and have generated limited revenues since inception. Our operations have been limited to organizational activities, administrative functions, and preparation for future service offerings.

WeAs ~~did~~of ~~not~~March ~~incur~~31, ~~any~~2025, ~~cost~~we had an accumulated deficit of ~~goods~~$(242,432). ~~sold~~Our ~~for~~financial ~~the~~statements ~~three~~have ~~months~~been ~~ended~~prepared ~~December~~assuming ~~31,~~that ~~2024~~we orwill ~~December~~continue ~~31,~~as ~~2023~~a going concern. 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.

~~Operating~~Results ~~Expenses~~of ~~and Net Loss~~Operation

~~Operating~~For ~~expenses increased $21,641, or 246.60%, to $30,417 for~~ the three months ended ~~December~~March 31, ~~2024~~2025 compared to ~~$8,776 for~~ the three months ended ~~December~~March 31, 2023. The increase is due to general and administrative expenses and professional fees incurred related to corporate overhead, and financial and administrative contracted services, such as legal and accounting. Our net loss consisted solely of our operating expenses.2024

5 Table of Contents

	Three months ended March 31, 2025			Three months ended March 31, 2024			Six months ended March 31, 2025			Six months ended March 31, 2024
Revenues	$	-		$	-		$	-		$	-
Cost of goods sold		-			-			-			-
Operating Expenses		31,401			4,240			61,818			13,016
Net Loss		(31,401	)		(4,240	)		(61,818	)		(13,016	)

~~Liquidity~~4 ~~and~~Table ~~Capital~~of ~~Resources~~Contents

AsThree ofMonths ~~December~~Ended March 31, 2024, we had current assets of $18,197 and a working capital deficit of $121,677, consisting primarily of accounts payable, accrued payroll and payroll taxes and related party advances. We have relied primarily on short-term, non-interest-bearing, related party advances to fund our operations. 2025

Our financial statements have been prepared assuming that we will continue as a going concern. 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.Revenue

~~Our~~We ~~total~~did ~~assets~~not ~~were~~incur ~~$18,197~~any revenues for the ~~quarter~~three months ended ~~December~~March 31, ~~2024,~~2025 ~~compared~~or toMarch ~~$3,145 for the quarter ended December~~ 31, ~~2023~~2024.

~~Our~~Cost ~~current~~of ~~and~~Goods ~~total liabilities were $139,874 for the quarter ended December 31, 2024, compared to $94,405 for the quarter ended December 31, 2023.~~Sold

~~Our~~We ~~stockholders’~~did ~~deficit~~not ~~was~~incur ~~$211,031~~any cost of goods sold for the ~~quarter~~three months ended ~~December~~March 31, ~~2024,~~2025 ~~compared~~or toMarch ~~$180,614 for the quarter ended December~~ 31, ~~2023~~2024.

~~Cash~~Operating ~~Flows~~Expenses ~~from~~and ~~Operating~~Net ~~Activities~~Loss

~~Net~~Operating ~~cash~~expenses ~~used in operating activities~~ increased $2627,~~272~~161, or ~~302.81~~640%, to $3431,~~948~~401 for the ~~quarter~~three months ended ~~December~~March 31, ~~2024,~~2025 compared to $84,~~676~~240 for the ~~quarter~~three months ended ~~December~~March 31, ~~2023~~2024. The increase inis ~~cash~~due ~~used~~to ~~was~~general ~~primarily~~and ~~due~~administrative toexpenses anand ~~increase~~professional infees ~~net~~incurred ~~loss~~related ofto ~~$21~~corporate overhead,~~641,~~ ~~offset~~and byfinancial ~~$100~~and inadministrative ~~depreciation~~contracted ~~and~~services, ~~amortization~~such ~~expense,~~as legal and ~~$4,531~~accounting. inOur ~~accounts~~net ~~payable~~loss ~~and~~consisted ~~accrued~~solely ~~liabilities.~~of our operating expenses.

~~Cash~~Six ~~Flows~~Months ~~from~~Ended ~~Investing~~March ~~Activities~~31, 2025

~~There were no cash flows used in investing activities for the quarter ended December 31, 2024 or December 31, 2023.~~ Revenue

~~Cash~~We ~~Flows~~did ~~from~~not ~~Financing~~incur ~~Activities~~any revenues for the six months ended March 31, 2025 or March 31, 2024.

~~Cash~~Cost ~~flows provided by financing activities increased $37,650, or 304.86%, to $50,000 for the quarter ended December 31, 2024, compared to $12,350 for the quarter ended December 31, 2023, which consisted~~ of ~~related~~Goods ~~party advances.~~Sold

~~Going~~We ~~Concern~~did not incur any cost of goods sold for the six months ended March 31, 2025 or March 31, 2024.

~~Our~~Operating ~~financial~~Expenses ~~statements have been prepared assuming we will continue as a going concern. As disclosed in Note 2 to our financial statements, we had an accumulated deficit of $211,031 as of December 31, 2024,~~ and ~~limited~~Net operations, which raise substantial doubt about our ability to continue as a going concern. Our continued existence is dependent upon our ability to obtain additional funding and implement a business plan that generates sustainable revenues.Loss

~~Off-Balance~~Operating ~~Sheet~~expenses ~~Arrangements~~increased $48,802, or 375%, to $61,818 for the six months ended March 31, 2025 compared to $13,016 for the six months ended March 31, 2024. The increase is due to general and administrative expenses and professional fees incurred related to corporate overhead, and financial and administrative contracted services, such as legal and accounting. Our net loss consisted solely of our operating expenses.

AsLiquidity ofand ~~the~~Capital date of this Quarterly Report, we do not have any 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 that are material to investors.Resources

6As ~~Table~~of March 31, 2025, we had current assets of ~~Contents~~$4,042 and a working capital deficit of $157,120, consisting primarily of accounts payable, accrued payroll and payroll taxes and related party advances. We have relied primarily on short-term, non-interest-bearing, related party advances to fund our operations.

~~Plan~~Our financial statements have been prepared assuming that we will continue as a going concern. 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 ~~Operation~~equity ~~and~~or ~~Funding~~debt securities.

WeOur ~~expect~~total ~~that~~assets ~~working~~were ~~capital~~$4,042 ~~requirements~~for ~~will~~the ~~continue~~quarter toended beMarch ~~funded~~31, ~~through~~2025, acompared ~~combination of our existing funds and further issuances of securities. Our working capital requirements are expected~~ to ~~increase~~$3,145 infor ~~line with~~ the ~~growth~~quarter ofended ~~our~~March ~~business~~31, 2024.

~~Existing~~Our ~~working~~current ~~capital, further advances~~ and ~~debt~~total ~~instruments,~~liabilities ~~and~~were ~~anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally~~$157,120 wefor ~~have financed operations to date through~~ the ~~proceeds~~quarter ofended ~~the~~March ~~private placement of equity and debt instruments. In connection with our business plan~~31, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities2025, ~~and~~compared ~~debt issuances. Thereafter, we expect we will need~~ to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further$94,405 ~~such~~for ~~securities~~the ~~might~~quarter ~~have~~ended ~~rights,~~March ~~preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms~~31, ~~or at all~~2024. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

~~Critical~~Our ~~Accounting~~stockholders’ ~~Policies~~deficit ~~and~~was ~~Estimates~~$242,432 for the quarter ended March 31, 2025, compared to $180,614 for the quarter ended March 31, 2024.

~~The~~5 ~~preparation~~Table of financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosures. The Company’s significant accounting policies are described in Note 3 to the financial statements. Management considers the following policies to be critical because they involve significant judgments and assumptions, and because different assumptions could materially affect the Company’s financial condition or results of operations.Contents

~~Going~~Cash ~~Concern~~Flows from Operating Activities

~~The~~Net ~~Company~~cash ~~assesses~~used ~~its ability to continue as a going concern~~ in ~~accordance~~operating ~~with~~activities ~~ASC~~increased ~~205-40.~~$27,161, Inor ~~assessing going concern~~640%, ~~management evaluates conditions and events that raise substantial doubt about the Company’s ability~~ to ~~meet~~$31,401 ~~its~~for ~~obligations as they become due within one year after~~ the ~~date~~quarter ~~that~~ended ~~the~~March ~~financial statements are issued. As of December~~ 31, ~~2024~~2025, ~~the~~compared ~~Company~~to ~~had~~$4,240 ~~not~~for ~~yet~~the ~~established~~quarter anended ~~ongoing~~March ~~source~~31, ~~of revenue and had incurred operating losses since inception~~2024. ~~These~~The ~~factors~~increase ~~raise~~in ~~substantial~~cash ~~doubt~~used ~~about~~was ~~the~~primarily ~~Company’s~~due ~~ability~~ to ~~continue~~an asincrease ain ~~going~~net ~~concern.~~loss ~~Management’s evaluation~~ of ~~these conditions and plans to mitigate them involve significant judgment. Management believes that without at least~~ $~~500~~31,~~000 in additional capital~~401, weoffset ~~will~~by ~~not~~$0 bein ~~able~~depreciation toand ~~implement~~amortization ~~our~~expense, ~~business~~and ~~plan~~$1,215 ~~or achieve commercial viability~~ in ~~the~~accounts ~~next~~payable 12and ~~months~~accrued liabilities.

~~Use~~Cash ofFlows ~~Estimates~~from Investing Activities

~~The~~There ~~Company~~were ~~makes~~no ~~estimates~~cash ~~and~~flows ~~assumptions~~used ~~that~~in ~~affect~~investing ~~the~~activities ~~reported~~for ~~amounts of assets and liabilities and~~ the ~~disclosure~~quarter ofended ~~contingent~~March assets and liabilities at the date of the financial statements. These estimates also affect the reported amounts of expenses during the reporting period. Significant areas requiring the use of management estimates and judgments include31, ~~but~~2025 ~~are~~or ~~not~~March ~~limited to~~31, ~~assessing the recoverability of assets, evaluating the need for impairment, and estimating income tax valuation allowances~~2024. ~~Actual results could differ materially from those estimates.~~

7Cash ~~Table~~Flows offrom ~~Contents~~Financing Activities

~~Fair~~Cash ~~Value~~flows provided by financing activities increased $49,150, or 398%, to $61,500 for the quarter ended March 31, 2025, compared to $12,350 for the quarter ended March 31, 2024, which consisted of ~~Financial~~related ~~Instruments~~party advances.

~~The~~Going Company measures certain financial instruments at fair value in accordance with ASC 820, “Fair Value Measurement.” The carrying value of cash and related party advances approximates fair value due to their short-term nature. Management’s determination of fair value includes assumptions based on market data and may require judgment in the absence of observable inputs.Concern

~~Income~~Our ~~Taxes~~financial statements have been prepared assuming we will continue as a going concern. As disclosed in Note 2 to our financial statements, we had an accumulated deficit of $242,432 as of March 31, 2025, and ~~Deferred~~limited ~~Tax~~operations, ~~Assets~~which raise substantial doubt about our ability to continue as a going concern. Our continued existence is dependent upon our ability to obtain additional funding and implement a business plan that generates sustainable revenues.

~~The~~Off-Balance ~~Company~~Sheet accounts for income taxes using the liability method under ASC 740. Deferred tax assets are recognized for temporary differences between financial statement and tax bases of assets and liabilities. A valuation allowance is established when it is more likely than not that all or part of a deferred tax asset will not be realized. Determining the amount of valuation allowance requires significant judgment in estimating future taxable income, applicable tax strategies, and the expected timing of reversals of temporary differences.Arrangements

~~Material~~As ~~Commitments~~of the date of this Quarterly Report, we do not have any 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 that are material to investors.

~~None.~~Plan of Operation and Funding

~~Purchase~~We expect that working capital requirements will continue to be funded through a combination of ~~Significant~~our ~~Equipment~~existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

WeExisting doworking ~~not~~capital, ~~intend~~further advances and debt instruments, and anticipated cash flow are expected to ~~purchase~~be ~~any~~adequate ~~significant~~to ~~equipment~~fund ~~during~~our operations over the next ~~twelve~~six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

~~Item~~6 3.Table ~~Quantitative~~of ~~and Qualitative Disclosures about Market Risk.~~Contents

WeCritical ~~are~~Accounting aPolicies ~~smaller reporting company~~ and ~~not required to provide this information.~~Estimates

~~Item~~The 4preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. ~~Controls~~GAAP”) requires management to make estimates and ~~Procedures~~assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosures. The Company’s significant accounting policies are described in Note 3 to the financial statements. Management considers the following policies to be critical because they involve significant judgments and assumptions, and because different assumptions could materially affect the Company’s financial condition or results of operations.

~~Disclosure~~Going ~~Controls and Procedures~~Concern

~~Our~~The ~~management,~~Company ~~with~~assesses ~~the~~its ~~participation~~ability ofto ~~our~~continue ~~Chief~~as ~~Executive~~a ~~Officer~~going ~~(CEO),~~concern isin ~~responsible~~accordance ~~for~~with ~~establishing~~ASC ~~and~~205-40. ~~maintaining~~In ~~disclosure~~assessing ~~controls~~going ~~and procedures~~concern, asmanagement ~~defined~~evaluates inconditions ~~Rules~~and ~~13a-15(e)~~events ~~and~~that ~~15d-15(e)~~raise ~~under~~substantial doubt about the ~~Securities~~Company’s ~~Exchange~~ability ~~Act~~to ofmeet ~~1934~~its ~~(the~~obligations ~~“Exchange~~as ~~Act”).~~they ~~Disclosure~~become ~~controls~~due ~~and~~within ~~procedures~~one ~~are~~year ~~designed~~after tothe ~~ensure~~date that ~~information~~the ~~required~~financial tostatements beare ~~disclosed~~issued. inAs ~~our~~of ~~reports~~March ~~filed~~31, or2024, ~~submitted~~the ~~under~~Company ~~the~~had ~~Exchange~~not ~~Act~~yet isestablished ~~recorded,~~an ~~processed,~~ongoing ~~summarized,~~source of revenue and ~~reported~~had ~~within~~incurred ~~the~~operating ~~time~~losses ~~periods~~since ~~specified~~inception. inThese factors raise substantial doubt about the ~~SEC~~Company’s ~~rules~~ability ~~and~~to ~~forms,~~continue ~~and~~as ~~that~~a ~~such~~going ~~information~~concern. isManagement’s ~~accumulated~~evaluation of these conditions and ~~communicated~~plans to ~~management~~mitigate them involve significant judgment. Management believes that without at least $500,000 ~~including~~in ~~the~~additional ~~CEO~~capital, we will not be able to ~~allow~~implement ~~timely~~our ~~decisions~~business ~~regarding~~plan ~~required~~or ~~disclosure~~achieve commercial viability in the next 12 months.

AsUse of the end of the fiscal quarter ended December 31, 2024, management conducted an evaluation, under the supervision and with the participation of our CEO, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our CEO concluded that our disclosure controls and procedures were not effective as of December 31, 2024, due to a material weakness in our internal control over financial reporting, as described below.Estimates

8The ~~Table~~Company makes estimates and assumptions that affect the reported amounts of ~~Contents~~assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. These estimates also affect the reported amounts of expenses during the reporting period. Significant areas requiring the use of management estimates and judgments include, but are not limited to, assessing the recoverability of assets, evaluating the need for impairment, and estimating income tax valuation allowances. Actual results could differ materially from those estimates.

~~Management’s~~Fair ~~Report~~Value onof ~~Internal Control Over~~ Financial ~~Reporting~~Instruments

~~Management~~The isCompany ~~responsible~~measures ~~for~~certain ~~establishing~~financial ~~and~~instruments ~~maintaining~~at ~~adequate~~fair ~~internal~~value ~~control~~in ~~over~~accordance ~~financial~~with ~~reporting~~ASC 820, as“Fair ~~defined~~Value inMeasurement.” ~~Rules~~The ~~13a-15(f)~~carrying ~~and~~value ~~15d-15(f)~~of ~~under~~cash ~~the~~and ~~Exchange~~related ~~Act.~~party ~~Our~~advances ~~internal~~approximates ~~control~~fair ~~over~~value ~~financial~~due ~~reporting is designed~~ to ~~provide~~their ~~reasonable~~short-term ~~assurance~~nature. ~~regarding~~Management’s ~~the~~determination ~~reliability~~ of ~~financial~~fair ~~reporting~~value ~~and~~includes ~~the~~assumptions ~~preparation~~based ofon ~~financial~~market ~~statements~~data inand ~~accordance~~may ~~with~~require ~~generally~~judgment ~~accepted accounting principles~~ in the ~~United~~absence ~~States~~of ~~(“U.S.~~observable ~~GAAP”)~~inputs.

~~Because~~Income ofTaxes ~~inherent~~and ~~limitations,~~Deferred ~~internal~~Tax control over financial reporting may not prevent or detect misstatements. Also, evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions or deterioration in compliance with policies or procedures.Assets

~~Management~~The ~~assessed~~Company accounts for income taxes using the ~~effectiveness~~liability ofmethod ~~our~~under ~~internal~~ASC ~~control~~740. ~~over~~Deferred tax assets are recognized for temporary differences between financial ~~reporting~~statement asand tax bases of ~~December~~assets ~~31,~~and ~~2024,~~liabilities. ~~using~~A ~~the~~valuation ~~criteria~~allowance ~~set~~is ~~forth~~established inwhen ~~the~~it ~~Internal~~is ~~Control—Integrated~~more ~~Framework~~likely ~~(2013)~~than ~~issued~~not bythat ~~the~~all ~~Committee~~or part of ~~Sponsoring~~a ~~Organizations~~deferred oftax ~~the~~asset ~~Treadway~~will ~~Commission~~not ~~(“COSO”)~~be realized. ~~Based~~Determining onthe ~~this~~amount ~~assessment,~~of ~~management~~valuation ~~concluded~~allowance ~~that~~requires ~~our~~significant ~~internal~~judgment ~~control~~in ~~over~~estimating ~~financial~~future ~~reporting~~taxable ~~was~~income, ~~not~~applicable ~~effective~~tax asstrategies, ofand ~~that~~the ~~date,~~expected ~~due~~timing toof ~~the~~reversals ~~following~~of ~~material~~temporary ~~weakness:~~differences.

· Material Weakness Identified: We did not maintain an adequate segregation of duties or employ sufficient accounting personnel with appropriate experience in U.S. GAAP and SEC reporting requirements. This deficiency increased the risk of material misstatements in the financial reporting process.Commitments

~~Remediation Plan~~None.

WePurchase are committed to improving our internal control environment. To remediate the identified material weakness, we plan to evaluate and enhance our internal control procedures and, as resources permit, hire additional qualified personnel or engage external consultants with relevant expertise in financial reporting and SEC compliance. We intend to enhance our internal control procedures in Q3 of ~~2025.~~Significant Equipment

~~Changes~~We indo ~~Internal~~not ~~Control~~intend ~~Over~~to ~~Financial~~purchase ~~Reporting~~any significant equipment during the next twelve months.

~~There~~Item ~~were~~3. noQuantitative ~~changes~~and inQualitative ~~our~~Disclosures ~~internal~~about ~~control~~Market ~~over financial reporting during the fiscal quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting~~Risk.

9We ~~Table~~are ofa ~~Contents~~smaller reporting company and not required to provide this information.

~~PART~~7 IITable –of ~~OTHER INFORMATION~~Contents

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (CEO), is responsible for establishing and maintaining disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO, to allow timely decisions regarding required disclosure.

As of the end of the fiscal quarter ended March 31, 2025, management conducted an evaluation, under the supervision and with the participation of our CEO, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our CEO concluded that our disclosure controls and procedures were not effective as of March 31, 2025, due to a material weakness in our internal control over financial reporting, as described below.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions or deterioration in compliance with policies or procedures.

Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2025, using the criteria set forth in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management concluded that our internal control over financial reporting was not effective as of that date, due to the following material weakness:

Material Weakness Identified: We did not maintain an adequate segregation of duties or employ sufficient accounting personnel with appropriate experience in U.S. GAAP and SEC reporting requirements. This deficiency increased the risk of material misstatements in the financial reporting process.

Remediation Plan

We are committed to improving our internal control environment. To remediate the identified material weakness, we plan to evaluate and enhance our internal control procedures and, as resources permit, hire additional qualified personnel or engage external consultants with relevant expertise in financial reporting and SEC compliance. We intend to enhance our internal control procedures in Q3 of 2025.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are not subject to any legal proceedings and are unaware of any pending against us.

Item 1A. Risk Factors.

We are a smaller reporting company and not required to provide this information.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

We did not issue any equity securities for the quarter ended ~~December~~March 31, ~~2024~~2025.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

109 Table of Contents

Item 6. Exhibits.

The following documents are filed as part of this report:

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

32.1		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

1110 Table of Contents

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.

ARCULUS SYSTEM CO., LTD.
By:	/s/ Jian-Meng Yang
	Jian-Meng Yang
	President, Chief Executive Officer, and Chief Financial Officer
	Date: July 14, 2025
	Date: August 18, 2025

1211

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