U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

Mark One

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

For the quarterly period ended ~~February~~August 2831, 2025

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

For the transition period from ______ to _______

Commission File No. 000-56599

LAMY

(Exact name of registrant as specified in its charter)

Wyoming

(State or Other Jurisdiction of

Incorporation or Organization)

37-2039216

(IRS Employer

Identification Number)

201 Allen Street

Unit 10104

New York City, New York 10002

(Address of principal executive offices)

657-315-8312

(Registrant’s telephone number, including area code)

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

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, 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 ☒

As of ~~April~~November 2417, 2025, the registrant had 7,777,000 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART 1.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Balance Sheets as of February 28, 2025 (Unaudited) and May 31, 2024 (Audited)	4
	Condensed Balance Sheets as of August 31, 2025 (Unaudited) and May 31, 2025 (Audited)	4
	Condensed Statements of Operations for the three and nine months ended February 28, 2025 and February 29, 2024 (Unaudited)	5
	Condensed Statements of Operations for the three months ended August 31, 2025 and 2024 (Unaudited)	5
	Statement of Stockholders' Equity for nine months ended February 28, 2025 and February 29, 2024 (Unaudited)	6
	Statement of Stockholders' Equity for three months ended August 31, 2025 and 2024 (Unaudited)	6
	Condensed Statements of Cash Flows for the nine months ended February 28, 2025 and February 28, 2024 (Unaudited)	7
	Condensed Statements of Cash Flows for the three months ended August 31, 2025 and 2024 (Unaudited)	7
	Notes to Condensed Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1413
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1614
Item 4.	Controls and Procedures	1615
PART II.	OTHER INFORMATION	1716
Item 1.	Legal Proceedings	1716
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1716
Item 3.	Defaults Upon Senior Securities	1716
Item 4.	Mine Safety Disclosures	1716
Item 5.	Other Information	1716
Item 6.	Exhibits	1716
	Signatures	1817

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

L A M Y

UNAUDITED FINANCIAL STATEMENTS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~FEBRUARY~~AUGUST 2831, 2025

INDEX TO UNAUDITED FINANCIAL STATEMENTS

Balance Sheets as at February 28, 2025 (Unaudited) and May 31, 2024 (Audited)	4
Balance Sheets as at August 31, 2025 (Unaudited) and May 31, 2025 (Audited)	4
Statements of Operations for three and nine months ended February 28, 2025 & February 29, 2024 (Unaudited)	5
Statements of Operations for three months ended August 31, 2025 and 2024 (Unaudited)	5
Statements of Stockholders’ Equity for nine months ended February 28, 2025 & February 29, 2024 (Unaudited)	6
Statements of Stockholders’ Equity for three months ended August 31, 2025 and 2024 (Unaudited)	6
Statements of Cash Flows for nine months ended February 28, 2025 & February 29, 2024 (Unaudited)	7
Statements of Cash Flows for three months ended August 31, 2025 and 2024 (Unaudited)	7
Notes to the Unaudited Financial Statements	8

L A M Y

BALANCE SHEETS

	February 28, 2025			May 31, 2024
	August 31, 2025			May 31, 2025
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash & cash equivalents	$	–		$	~~1,028~~–
Accounts receivable		–			~~11,500~~–
Interest receivable		–			~~436~~–
Total current assets		–			~~12,964~~–
Non-Current assets
Intangibles (net)		–			~~9,537~~–
Equipment (net)		–			~~4,952~~–
Total non-Current assets		–			~~14,489~~–
TOTAL ASSETS	$	–		$	~~27,453~~–
LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)
Current Liabilities
Accrued expenses	$	–		$	1,211
Due to related party	$	7,064		$	–
Advances from related parties		–28,250			~~12,958~~–
Total current liabilities		–35,314			~~14,169~~–
Non-Current Liabilities
Loans from related parties		–			~~18,100~~–
Note payable – related party		–			~~10,000~~–
Note payable – others		–			~~29,000~~–
Accrued Interest		–			~~11,079~~–
Total non-current liabilities		–			~~68,179~~–
Total Liabilities		–35,314			~~82,348~~–
Stockholders’ Equity (Deficit)
Common stock, $0.0001 par value, 100,000,000 shares authorized; 7,777,000 & 7,777,000 shares issued and outstanding as of February 28, 2025, and May 31, 2024		778			778
Common stock, $0.0001 par value, 100,000,000 shares authorized; 7,777,000 & 7,777,000 shares issued and outstanding as of August 31, 2025, and May 31, 2025, respectively		778			778
Additional Paid-In-Capital		27,492			2730,~~492~~992
Accumulated Deficit		(2863,~~270~~584	)		(8331,~~165~~770	)
Total Stockholders’ equity (deficit)		–(35,314	)		~~(54,895~~–	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	–		$	~~27,453~~–

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

L A M Y

STATEMENTS OF OPERATIONS ~~(UNAUDITED)~~

	Three Months Ended February 28, 2025			Three Months Ended February 29, 2024			Nine Months Ended February 28, 2025		Nine Months Ended February 29, 2024
Revenue	$	–		$	3,875		$	3,750	$	7,750
Gross Profit	$	–		$	3,875		$	3,750	$	7,750
Operating Expenses
General and administrative expenses		23,827			8,695			35,594		28,304
Total Operating expenses		23,827			8,695			35,594		28,304
Other Income		85,710			–			86,739		–
Income (Loss) before provision for income taxes		61,883			(4,820	)		54,895		(20,554	)
Provision for income taxes		–			–			–		–
Net income (loss)	$	61,833		$	(4,820	)	$	54,895	$	(20,554	)
Income (loss) per common share: Basic and diluted	$	(0.00	)	$	(0.00	)	$	0.00	$	(0.00	)
Weighted Average Number of Common Shares Outstanding: Basic and diluted		7,777,000			7,777,000			7,777,000		7,777,000

(UNAUDITED)


	Three Months Ended August 31, 2025			Three Months Ended August 31, 2024
Revenue	$	–		$	3,750
Cost of Revenue		–			–
Gross Profit		–			3,750

Operating Expenses
Advertising and Promotion		2,996			–
Depreciation		–			3,676
Due and Subscriptions		568			–
Interest Expense		–			1,416
Office Supplies		–			3,000
OTC Markets Fees		7,500			–
Professional Fees		20,750			–
Total Operating expenses		31,814			8,092

Net Operating Income (Loss)		(31,814	)		(4,342	)

Other Income
Interest Income		–			431
Total Other Income		–			431

Income (Loss) before provision for income taxes		(31,814	)		(3,911	)

Provision for income taxes		–			–

Net income (loss)	$	(31,814	)	$	(3,911	)

Income (loss) per common share: Basic and diluted	$	(0.00	)	$	(0.00	)

Weighted Average Number of Common Shares Outstanding: Basic and diluted		7,777,000			7,777,000

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

L A M Y

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR ~~NINE~~THREE MONTHS ENDED ~~FEBRUARY~~AUGUST 2831, 2025 AND 2024 ~~(UNAUDITED)~~

	Number of Common Shares		Amount ($)		Additional Paid-In-Capital ($)		Accumulated Deficit ($)			Total ($)
Balances as of May 31, 2023		7,777,000		778		27,492		(57,358	)		(29,088	)
Net loss for nine months ended		–		–		–		(20,554	)		(20,554	)
Balances as of February 29, 2024		7,777,000		778		27,492		(77,912	)		(49,642	)
Balances as of May 31, 2024		7,777,000		778		27,492		(83,165	)		(54,895	)
Net income for nine months ended		–		–		–		54,895			54,895
Balances as of February 28, 2025		7,777,000		778		27,492		(28,270	)		–

(UNAUDITED)


	Number of Common Shares		Amount ($)		Additional Paid-In-Capital ($)			Accumulated Deficit ($)			Total ($)
Balances as of May 31, 2024		7,777,000		778		27,492			(83,165	)		(54,895	)
Net loss for three months ended		–		–		–			(3,911	)		(3,911	)
Balances as of August 31, 2024		7,777,000		778		27,492			(87,075	)		(58,805	)


Balances as of May 31, 2025		7,777,000		778		30,992			(31,770	)		–
Additional paid-in capital		–		–		(3,500	)		–			(3,500	)
Net income for three months ended		–		–		–			(31,814	)		(31,814	)
Balances as of August 31, 2025		7,777,000		778		27,492			(63,584	)		(35,314	)

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

L A M Y

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended February 28, 2025			Nine Months Ended February 29, 2024
	Three Months Ended August 31, 2025			Three Months Ended August 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	54(31,~~895~~814	)	$	(203,~~554~~911	)
Adjustment as of non-cash items:
Bad debt written off		(67,859	)		–
Due to Related Party		3,500			–
Depreciation		–			3,775
Due to Shareholder		–			–
Amortization		–			7,250
Interest Receivable		–			431
Accrued Interest		–			1,416
Changes in operating assets and liabilities:
Decrease in accounts receivable		11,936			(7,750	)
Accounts receivable		–			3,750
Decrease in accrued expenses		–			3,370
Account payable and accrued expenses		3,564			–
Decrease in advances from related parties		–			2,839
Advances from related parties		28,250			3,000
Net cash provided by (used in) Operating activities		(13,~~028~~500	)		(113,~~070~~676	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) Investing activities		–			–
Equipment, net		–			1,259
Intangibles, net		–			2,417
Net cash provided by (used in) Investing activities		–			3,676
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		–			–
Additional Paid-in Capital		(3,500	)		–
Proceeds from on note payable – others		–			–
Proceeds from note payable – others		–			–
Proceeds from note payable – related party		–			–
Accrued interest		–			~~4,241~~–
Net cash provided by Financing activities		–(3,500	)		~~4,241~~–
Increase (decrease) in cash and equivalents		~~(1,028~~–	)		~~(6,829~~–	)
Cash and equivalents at beginning of the period		~~1,028~~–			71,~~855~~028
Cash and equivalents at end of the period	$	–		$	1,028
Supplemental cash flow information:
Cash paid for:
Interest	$	–		$	–
Taxes	$	–		$	–
Non-cash investing and financing activities:
Proceeds of loan from related party in exchange of asset	$	–		$	–
Proceeds from note payable against acquisition of intangibles	$	–		$	–

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

L A M Y

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR ~~NINE~~THREE MONTHS ENDED ~~FEBRUARY~~AUGUST 2831, 2025

NOTE 1 – ORGANIZATION AND BUSINESS

LAMY (the “Company”) is a corporation established under the corporation laws in the State of Wyoming on January 31, 2022. Since inception, the Company has sought to develop a successful business through provision of financial knowledge and resource management to the youngsters through an educational platform and, chiefly, an immersive video game called TwoPlus1®.

Effective December 6, 2024, there occurred a change in control of the Company, whereby our prior management resigned and appointed a new Sole Director and Officer, Zhang Shengwu. See Note 10 – Change in Control.

The Company has adopted May 31 fiscal year end.

NOTE 2 – GOING CONCERN

The Company’s financial statements as of ~~February~~August 2831, 2025, 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 not 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 loss from inception (January 31, 2022) to ~~February~~August 2831, 2025, of $2863,~~270~~584. These factors among others raise ~~substantial~~ substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. 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 assurances 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 classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

New Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

Stock-Based Compensation

As of ~~February~~August 2831, 2025, the Company has not issued any stock-based payments to its employees.

Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Use of Estimates and Assumptions

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 of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Fair Value of Financial Instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of ~~February~~August 2831, 2025.

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable and related party loan payable. Fair values were assumed to approximate carrying values for these financial instruments as either they do not have any active market or are short term in nature and therefore their carrying amounts approximate fair value.

Income Taxes

Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Revenue Recognition

We adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”, and all related interpretations for recognition of our revenue from tours and services. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on our reported revenue.

Revenue is recognized when the following criteria are met:

	·	Identification of the contract, or contracts, with customer;
	·	Identification of the performance obligations in the contract;
	·	Determination of the transaction price;
	·	Allocation of the transaction price to the performance obligations in the contract; and
	·	Recognition of revenue when, or as, we satisfy performance obligation.

The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements.

Fixed Assets

Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs, if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use. Any subsidy/reimbursement/contribution received for installation and acquisition of any fixed assets is shown as deduction in the year of receipt. Capital work- in progress is stated at cost.

Subsequent expenditure related to an item of fixed assets is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repairs and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.

Gains or losses arising from de-recognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the assets derecognized.

The Company utilizes straight-line depreciation over the estimated useful life of the asset.

Office Equipment – 3 years

Earnings per Share

ASC No. 260, “Earnings Per Share”, specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260.

Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

NOTE 4 – EQUIPMENT (NET)

Company acquired equipment as on May 25, 2022, for $15,100.

The Company depreciates its property using straight-line depreciation over the estimated useful life of 3 years.

For the three months ended ~~February~~August 2831, 2025, ~~the~~ the Company recorded $0 in depreciation expense. From inception (January 31, 2022) through ~~February~~August 2831, 2025, the Company has recorded a total of $15,100 in depreciation expense.

NOTE 5 – INTANGIBLE ASSETS

The Company acquired intangibles as on May 26, 2022, and consist of Videogame platform and related property rights of $29,000. The Company ~~amortize~~amortizes its intangibles using straight-line depreciation over the estimated useful life of 3 years.

For the three months ended ~~February~~August 2831, 2025, ~~the~~ the Company recorded $-0- in amortization expense. From inception (January 31, 2022) through ~~February~~August 2831, 2025, the Company has recorded a total of $29,000 in amortization expense.

NOTE 6 – CAPITAL STOCK

The Company has 100,000,000 shares of common stock authorized with a par value of $0.0001 per share.

In February 2022, the Company issued 5,000,000 shares of its common stock at $0.0001 per share for total proceeds of $500.

During the year ended May 31, 2023, the Company issued 2,527,000 shares of its common stock at an offering price of $0.01 per share for total proceeds of $25,270 while 250,000 shares were issued for services at par value of $2,500.

As of ~~February~~August 2831, 2025 and ~~February~~May 2931, ~~2024~~ 2025, the Company had 7,777,000 shares and 7,777,000 shares issued and outstanding, respectively.

NOTE 7 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains 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.

Since inception (January 31, 2022) through ~~February~~August 2831, 2025, the Company’s sole officer and director ~~loaned~~contributed ~~the~~additional ~~Company~~paid asin ~~follows:~~capital to the Company.

OnAt ~~February~~August 131, ~~2022~~2025, the Company’s ~~sole officer~~had ~~and~~$7,064 ~~director~~due to ~~loaned~~related ~~the~~party ~~Company~~and $1028,~~000~~250 asin aadvances ~~long-term~~from ~~unsecured~~related ~~loan with 10% simple interest per annum~~parties. ~~This~~All ~~loan~~such ~~was~~amounts ~~payable in~~bear ~~three~~no ~~installments~~interest asand ~~per~~are ~~following~~due ~~agreed~~on ~~schedule:~~demand.

1st installment: $3,000.00 on or before July 1, 2023,

2nd installment: $3,000.00 on or before July 1, 2024,

3rd installment: $4,000.00 on or before July 1, 2025,

The interest amount was expected to be at $3,000; due with the final payment thereto.

As on May 25, 2022, $15,100 was loaned to the company in exchange for assets. Initially the loan was unsecured and interest free. Subsequently, on September 20, 2022, this loan was secured under promissory note bearing 10% simple interest per annum. This loan was to be payable in three installments as per following agreed schedule:

1st installment: $5,100.00 on or before September 20, 2023,

2nd installment: $5,000.00 on or before September 20, 2024,

3rd installment: $5,000.00 on or before September 20, 2025,

The interest amount was expected to be at $4,530; due with the final payment thereto.

As on October 11, 2022, the Company’s sole officer and director loaned the Company $3,000 as a long-term unsecured loan with interest payable on the unpaid principal at the rate of 3% over the US Federal Reserve Base Rate per annum. This loan is payable in single lump sum amount by the end of two-year term i.e., on October 11, 2024.

Schedule of future principal note payments

Year ended May 31, 2023	$	0
Year ended May 31, 2024	$	8,100
Year ended May 31, 2025	$	11,000
Year ended May 31, 2026	$	9,000
Thereafter	$	0

In addition to the above, since inception (January 31, 2022) through November 30, the Company’s sole officer and director advance the Company $12,958. This advance was interest free and payable on demand.

On September 1, 2024, the Company’s sole officer and director forgave the Company all debts.

As of February 28, 2025, interest accrued on all loans was $-0-.

NOTE 8 – NOTE PAYABLE – OTHERS

As of May 26, 2022, ~~the~~ Company owed a note ~~payable~~ payable of $29,000 to a third party (Smarty Pants, LLC) against the purchase of an intangible property. This note was unsecured;, ~~bear~~bore 10% simple interest per annum and was fully payable by ~~May~~ 26 May, 2024. As of May 31, 2025, interest accrued and this note has been written off.

On September 1, 2024, Smarty Pants, LLC transferred the debt to the Company’s sole officer and director personally.

As of February 28, 2025, interest accrued on the note was $0.

NOTE 9 – INCOME TAXES

The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the period ended ~~February~~August 2831, 2025, to the company’s effective tax rate is as follows:

Reconciliation of income taxes
Tax benefit at U.S. statutory rate	$	(717	)
Change in valuation allowance		717
Income tax expense	$	–

Reconciliation of income taxes
Tax benefit at U.S. statutory rate	$	–
Change in valuation allowance		–
Income tax expense	$	–

The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at ~~February~~August 2831, 2025, are as follows:

Schedule of deferred tax assets
Deferred tax assets:
Net operating loss	$	(717	)
Valuation allowance		717
Deferred tax assets	$	–

Schedule of deferred tax assets
Deferred tax assets:
Net operating loss	$	–
Valuation allowance		–
Deferred tax assets	$	–

The Company has approximately $363,~~416~~584 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire in fiscal ~~2041~~2042. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

NOTE 10 – CHANGE IN CONTROL

On December 6, 2024, the Company underwent a change of ownership, whereby, pursuant to two separate stock purchase agreements (the “Change-in-Control Agreements”), Zhang Shengwu acquired a total of 5,250,000 shares of the Company’s common stock (the “Acquired Shares”), 5,000,000 of the Acquired Shares from Dwight Witmer and 250,000 of the Acquired Shares from Stephen Townsend. The Acquired Shares represent approximately 64.29% of the outstanding shares of the Company’s common stock and constitute voting control of the Company. Zhang Shengwu was appointed the Sole Director and Officer of the Company, in connection with such change-in-control transaction.

NOTE 11 – SUBSEQUENT EVENTS

The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements.

NOTE 12 – INDEPENDENT INTERIM REVIEW

These accompanying interim financial statements have been reviewed by Boladale Lawal & Co (Chartered Accountants), an independent registered public accounting firm, in accordance with the standards of the Public Company Accounting Oversight Board (United States). Such a review is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board and, accordingly, does not express an opinion on these financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are a development-stage corporation with limited operations and no revenues from our business operations. Our independent auditor has issued a going-concern opinion. This means that our independent auditor believes there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues, until we have obtained sufficient funds to initiate a marketing program, of which there is no assurance.

Recent Change in Control

There was not a change in the business plan of our company associated with the change in control.

Results of Operation

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three Months Ended ~~February 28~~August 31, 2025, and ~~February 29,~~ 2024. During the three months ended ~~February~~August 2831, 2025, we generated $nil (unaudited) in revenue, compared to $3,~~875~~750 (unaudited) in revenue during the three months ended ~~February~~August 2931, 2024.

For the three months ended ~~February~~ 28August 31, 2025, we reported operating expenses of $2331,~~827~~814 (unaudited), ~~all of which was general and administrative expense, and other expense of $1,028 (unaudited),~~ resulting in a net loss of $2431,~~855~~814 (unaudited).

For the three months ended ~~February~~ 29August 31, 2024, we reported operating expenses of $8,~~695~~092 (unaudited), ~~all~~and ofother ~~which~~income ~~was~~of ~~general~~$431 ~~and administrative expense~~(unaudited), resulting in a net loss of $43,~~820~~911 (unaudited).

Nine Months Ended February 28, 2025, and February 29, 2024. During the nine months ended February 28, 2025, we generated $3,750 (unaudited) in revenue, compared to $7,750 (unaudited) in revenue during the nine months ended February 29, 2024.

For the nine months ended February 28, 2025, we reported operating expenses of $35,594 (unaudited), all of which was general and administrative expense, which was offset by other income of $86,739 (unaudited), resulting in a net profit of $54,895 (unaudited).

For the nine months ended February 29, 2024, we reported operating expenses of $28,304 (unaudited), all of which was general and administrative expense, resulting in a net loss of $20,554 (unaudited).

Liquidity and Capital Resources

As of ~~February~~August 2831, 2025, our total assets were $nil (unaudited). As of ~~February~~August 2831, 2025, our total liabilities were $~~nil~~35,314 (unaudited). We require capital with which to pursue our plan of business. There is no assurance that we will obtain any capital.

Cash Flows

Cash Flows from Operating Activities. For the ~~nine~~three months ended ~~February~~August 2831, 2025, operating activities ~~provided~~used cash of $523,~~662~~500 (unaudited), compared to the ~~nine~~three months ended ~~February 29~~August 31, 2024, when operating activities used $113,~~070~~676 (unaudited) of cash.

Cash Flows from Investing Activities. For the ~~nine~~three months ended ~~February~~August 2831, 2025, investing activities provided cash of $~~14,489~~nil (unaudited), compared to the ~~nine~~three months ended August ~~February 29~~31, 2024, when investing activities provided no cash of $3,676 (unaudited).

Cash Flows from Financing Activities. For the ~~nine~~three months ended ~~February~~August 2831, 2025, financing activities ~~used~~provided cash of $683,~~179~~500 (unaudited), compared to the ~~nine~~ three months ended August ~~February 29~~31, 2024, when financing activities provided $~~9,678~~nil (unaudited) of cash.

Plan of Operation and Funding

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

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three 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) acquisition of assets; (ii) developmental expenses associated with a start-up business; and (iii) 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. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

As 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.

Going Concern

The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Critical Accounting Estimates

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the ~~nine~~three month ended ~~February~~August 2831, 2025, the period covered by this Quarterly Report, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable to our company.

Item 5. Other Information

(c) Trading Plans

During the three months ended ~~February~~ 28August 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit No.	Description

31.1	Certification of the Principal Executive Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of the Principal Financial Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instances Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: ~~April~~November 2417, 2025

L A M Y By: /s/ Zhang Shengwu Zhang Shengwu Chief ~~Exeuctive~~Executive Officer

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Filing Compare · Exousia Bio, Inc.