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 31, 2025
☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
MERCALOT INC.
(Exact name of registrant as specified in its charter)
MERCALOT INC.
C/ de l’Illa Formentera 54, Quatre Carreres,
46026 Valencia, Spain
Telephone: +13072630861
Email: [email protected]
(Name, address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Wyoming Registered Agent
1621 Central Ave
Cheyenne, WY 82001
Telephone: +1 (307) 637-5151
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) 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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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 Exchange Act). Yes ☐ No ☒
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 5,735,200 common shares issued and outstanding as of January 22, 2026.
MERCALOT INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART 1 – FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying interim financial statements of Mercalot Inc. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission.
The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
Mercalot Inc.
BALANCE SHEETS
See accompanying notes, which are an integral part of these financial statements
Mercalot Inc.
STATEMENTS OF OPERATIONS
Three and six months ended December 31, 2025 and 2024
See accompanying notes, which are an integral part of these financial statements
Mercalot Inc.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
As of December 31, 2025 and 2024
See accompanying notes, which are an integral part of these financial statements
Mercalot Inc.
STATEMENTS OF CASH FLOWS
Six months ended December 31, 2025 and 2024
See accompanying notes, which are an integral part of these financial statements
Mercalot Inc.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2025
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
Mercalot Inc. (“the Company”) was incorporated on April 24, 2024 under the laws of the state of Wyoming. We are a development stage company that is providing an informational online commerce and classifieds platform, which are also known as online marketplace. We have purchased a mobile application known as “SafeDeal Connect”, which is already working and in use. Also, we have the website, which is a representation of our application and introduces its functions to users. Our executive and business office is located at C/ de l’Illa Formentera, 54, Quatre Carreres, 46026 Valencia, Spain, and our telephone number is +13072630861.
Note 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation of the Company as a going concern. The Company had $13,060 revenues for the six months ended December 31, 2025, compared to $0 for the six months ended December 31, 2024. The Company had an accumulated deficit of $69,740 as of December 31, 2025, and a net loss of $31,444 for the six months ended December 31, 2025. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with GAAP.
The Company’s year-end is June 30.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Fair Value of Financial Instruments
ASC topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets.
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying value of cash and the Company’s loan from shareholder approximates their fair value due to their short-term maturity.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. The Company believe to have potential dilutive effects with warrants, convertible debt, etc. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the six months ended December 31, 2025 there were no potentially dilutive debt or equity instruments issued or outstanding.
Revenue Recognition
The Company recognizes revenue in accordance with ASC topic 606 “Revenue Recognition”. ASC 606 is an accounting standard that governs when and how companies recognize revenue from customer contracts, based on a five-step model that focuses on the transfer of control of goods or services to the customer. The core principle is to recognize revenue when it is earned, which is when the performance obligation is satisfied, not necessarily when cash is received. The five steps are: identify the contract, identify performance obligations, determine the transaction price, allocate the price to performance obligations, and recognize revenue as the performance obligation is satisfied. For the six months ended December 31, 2025 the Company has generated $13,060 revenue.
Deferred revenue
Deferred revenue is a liability that represents money received for goods or services that have not yet been delivered. It is also called unearned revenue, because the payment has been received but is not yet “earned” according to accounting principles. Once the product or service is delivered, a portion of the deferred revenue is moved from the balance sheet to the income statement as earned revenue. As of December 31, 2025 the Company has generated $17,040 of deferred revenue.
Recent Accounting Pronouncements
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The biggest change in the ASU is the requirement for a public entity to disclose its significant segment expense categories and amounts for each reportable segment.
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to an entity’s effective tax rate reconciliation and income taxes paid information.
ASU 2025-06, Intangibles, Goodwill and Other Internal Use Software (Subtopic 350-40): Targeted Improvements to The Accounting for Internal Use Software. Modernizes accounting for internal-use software by removing prescriptive, stage-based rules in favor of a more principles-based framework that better reflects modern software development methods like agile. Key changes include superseding the separate guidance for website development, bringing it into the main internal-use software guidance, and requiring all capitalized internal-use software costs to follow the disclosure rules for fixed assets (like buildings and equipment) rather than intangibles. The ASU is effective for annual periods starting after December 15, 2027, with early adoption permitted.
We have reviewed all other the recently issued, but not yet effective and thus not disclosed here, accounting pronouncements and we do not believe any of those pronouncements will have a material impact on the Company’ financial position, results of operations or cash flows.
Note 4 – INTANGIBLE ASSETS
The Company follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred. The Company amortizes these costs using the straight-line method over the remaining estimated economic life of the product.
As of December 31, 2025, the Company purchased а mobile application and website for $47,000, which is being amortized over a five-year life. There was $14,112 оf accumulated amortization as of December 31, 2025.
Note 5 – RELATED PARTY TRANSACTIONS
As of December 31, 2025, the Company owed $56,982 to the Company’s directors, Blas Mayor Reyes and Isabel Marin Vargas, for the Company’s working capital purposes. The amount is outstanding and payable upon request.
Note 6 – COMMON STOCK
As of December 31, 2025, the Company had 5,735,200 shares issued and outstanding.
Note 7 – COMMITMENTS AND CONTINGENCIES
From time-to-time, the Company is subject to various litigation and other claims in the normal course of business. The Company establishes liabilities in connection with legal actions that management deems to be probable and estimable (if any). No such event or amounts have been accrued in the financial statements with respect to any litigation or other claim matters.
Note 8 – INCOME TAXES
The reconciliation of income tax benefit (expenses) at the U.S. statutory rate at 21% as of December 31, 2025 and for the year ended June 30, 2025 as follows:
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets are as follows:
The Company has accumulated $69,740 of net operating losses (“NOL”) carried forward to offset future taxable income up to 20 years, if any, in future years which begin to expire in year 2040. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all 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 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 9 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to December 31, 2025 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
Forward looking statement notice
Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate”, “approximate” or “continue”, or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
DESCRIPTION OF OUR BUSINESS
GENERAL INFORMATION
Mercalot Inc. was incorporated on April 24, 2024 under the laws of the state of Wyoming. We are a development stage company that is providing an e-commerce and classifieds platform, which are also known as online marketplace. We have purchased a mobile application known as “SafeDeal Connect”, which is already working, but we also intend to add more features to make the app better and offer wider range of services.
Currently, we have no employees, only our officers and directors Mr. Blas Mayor Reyes and Isabel Marin Vargas. Our executive and business office is located at C/ de l’Illa Formentera, 54, Quatre Carreres, 46026 Valencia, Spain, and our telephone number is +13072630861.
Our business is an online platform that combines the ability to place offers and orders for services, creating a convenient environment for interaction between buyers and service providers. “SafeDeal” aims to ensure the reliability and security of the entire process: from searching to dealings. The application strives to become a reliable partner that will support the user at every step. Our mission is to develop a convenient and secure platform. Starting in the Spanish market, we have significant plans for expansion into the broader European market.
Marketplace platforms hold immense relevance and importance in today’s interconnected and digital world. These platforms, where buyers and sellers converge to exchange goods, services, and ideas, play a pivotal role in shaping the modern economy. Here is why they are so significant:
Global Connectivity: marketplace platforms break down geographical barriers, connecting individuals and businesses on a global scale, meaning that sellers can reach a vast audience and buyers can access a diverse range of products and services from around the world.
Economic Empowerment: these platforms empower individuals and small businesses by providing a level playing field, allowing entrepreneurs to easily set up virtual storefronts, reaching potential customers without the need for a physical presence; this democratization of commerce contributes to economic empowerment.
Efficiency and Convenience: marketplace platforms streamline the buying and selling process, making it efficient and convenient by allowing users to browse, compare, and make a deal with just a few clicks, eliminating the traditional hassles associated with commerce.
Diverse Product and Service Offerings: our marketplace platform offers a comprehensive range of services and products, organized into the following categories:
By offering a diverse selection of goods and services, our platform aims to serve a wide range of consumer preferences, from individual creators and small businesses to consumers looking for unique products and professional services. This diversity enhances our marketplace’s inclusiveness and caters to both digital and physical product needs.
Innovation Hub: these platforms often serve as hubs for innovation, where entrepreneurs can test new ideas, products, or services without significant upfront costs, fostering a culture of creativity and continuous improvement.
Data-Driven Insights: the data generated by marketplace platforms provide valuable insights into consumer behavior, market trends, and preferences, allowing businesses to make informed decisions and tailor their offerings to meet customer demands.
“SafeDeal” app is new and convenient online marketplace, where every seller can find their buyer and every customer can find what they need. The platform provides an opportunity for both sellers and buyers to place ads for goods and services they want to sell or buy. By combining accessibility, efficiency, and trust, the application transforms the way people in Spain engage in buying and selling, shaping a more connected and empowered society. We provide our customers with a user-friendly application that caters to both seasoned service providers and sellers and newcomers alike. The interface is designed with simplicity in mind, ensuring a smooth and intuitive experience for users of all backgrounds. Whether you’re looking to sell pre-loved items, discover unique treasures, or engage in professional service providing, “SafeDeal” has you covered. Here are services that we can offer in our application:
The links for the “SafeDeal” application:
In Google Play – https://play.google.com/store/apps/details?id=sdc.connect
In App Store – https://apps.apple.com/us/app/safe-deal-connect/id6477819843
Website – safedealconnect.com/
There are also several features that we intend to successfully implement in the future:
For a better understanding of how the “SafeDeal” app works, let’s consider two scenarios of using the app:
We plan constantly expand the functionality in our services to make our application more attractive for our consumers. We have purchased the mobile application with LABRIS LIMITED for iOS and Android platforms and the website for total consideration of US $47,000.
The Company’s revenues are expected to be derived mostly from advertising and partnerships, but there are also several revenue opportunities that we intend to use in the future, such as premium account subscriptions, paid packages for the contractors, affiliate programs, analytics and data, additional paid services, such as transaction security consultations, insurance, and other services that improve the user experience. For a more detailed description of all earning opportunities, see the “Revenue” section below.
REVENUE
We will negotiate agreements where the platform earns a share of the increased revenue that partner companies receive from our referrals. The partnership provides top priority to services and products in the catalog list, their recommendation to customers and, as a result, attracting users’ attention to the services and products of the partners.
Current Service Pricing:
In future the additional source of revenue could be through other services:
Future Service Pricing:
The “Current Service Pricing” and “Future Service Pricing” sections reflect price ranges that have been determined based on market analysis, industry standards, and the perceived value of our offerings. These price estimates are dynamic and may be adjusted in response to a variety of elements, such as shifts in the market, improvements to services, and input from customers.
OUR ASSET MOBILE APPLICATION AND WEBSITE
We have a mobile application for Android and IOS platforms known as “SafeDeal Connect”. The address in Play Market is https://play.google.com/store/apps/details?id=sdc.connect and in App Store – https://apps.apple.com/us/app/safe-deal-connect/id6477819843. Our app is ready to use, but we also intend to add more features to make the app better and offer wider range of services.
The backend infrastructure of our application is built on the Node.js software platform, employing the Express.js framework to streamline communication with the client via HTTP requests. For the backend, MongoDB, a NoSQL database, is integrated to enhance flexibility and scalability in handling dynamic data. MongoDB’s document-oriented approach proves invaluable, allowing seamless adaptation to evolving data structures. On the front end, the user interface is constructed using the React JavaScript library, known for its declarative and efficient approach to building interactive UIs. React’s component-based architecture facilitates modular and maintainable code, contributing to a smooth and responsive user experience.
The main functionality features and opportunities of the application are:
Here are some of the technologies that we intend successfully work with and which will be implemented in our project, and the next steps in developing “SafeDeal” application will be:
Our website (safedealconnect.com/) is for informational purposes only and does not have the functionality of a mobile application. It provides users with information about the “SafeDeal” app, our company and contacts.
MARKET OVERVIEW
According to the recent reaches of Forbes, by 2027, 23% of retail purchases are expected to take place online and the e-commerce market is expected to total over $7.9 trillion. Various marketplaces make it possible not only to shop online but also to order various services, from painting to software development, without even leaving home. To quote the above-mentioned Forbes article: “If you’re looking for a way to boost your sales and take your business to new heights, e-commerce should be on your radar.” Therefore, it goes without saying that e-commerce is at the peak of popularity and continues to grow rapidly.
Spain is no exception. According to Statistic, a global data and business intelligence platform, retail e-commerce sales compound annual growth rate (CAGR) from 2024 to 2028 in Spain is 8.22% annually. In addition, there are other factors that demonstrate the relevance of online marketplaces in our days:
As the digital economy evolves, “SafeDeal Connect” remains dedicated to connecting, empowering, and providing a dynamic platform for individuals and businesses to thrive in the Spanish e-commerce ecosystem.
COMPETITION
There are numerous global companies in the industry. Among them: Craigslist, Gumtree, OLX, Mercari and others. They provide their services in English and other different languages, as usual, but all of these companies operate in Spain, or at least in some parts of it, but they are focused on the global market rather than on a specific country, so we believe that we can start by carving out a niche in the Spanish market. Most of these companies are privately held; therefore, our future competitors will be substantially larger than our Company and have greater financial and technical resources, industry expertise, and managerial capabilities than we have. Most of our competitors benefit from established brand awareness with current and prospective customers.
We believe that industry competition for customers is primarily based on brand recognition, marketing, price, and quality of service. We hope to be able to compete effectively based on these factors though we primarily hope to develop a niche market firstly in Spain then we plan to operate over the European countries.
MARKETING & SALES STRATEGY
A significant portion of our earnings will be allocated to enhancing our mobile application’s improvement and expanding its functionality. This investment aims to attract a broader audience and enhance the appeal of our services. Additionally, a substantial share of our revenue will be dedicated to advertising and marketing efforts to promote our services effectively.
Firstly, our officers and directors, Blas Mayor Reyes and Isabel Marin Vargas will promote our products mouth-to-mouth and present our platform “SafeDeal Connect” as full working convenient online marketplace. Eventually, we intend to employ the freelance marketing manager, who will be response for the online advertising and sales.
We plan for our app to be marketed in such ways:
If we do not have enough money for marketing campaign it can badly effect on our business.
EMPLOYEES; CONTRACTS
We have no employees other than our officers and directors, Blas Mayor Reyes and Isabel Marin Vargas.
OFFICES
Our business office is located at C/ de l’Illa Formentera, 54, Quatre Carreres, 46026 Valencia, Spain and our phone number is +13072630861.
GOVERNMENT AND INDUSTRY REGULATION
We must adhere to all relevant laws and regulations that pertain directly or indirectly to our operations, including United States securities laws. Compliance with all regulations, rules, and directives from governmental authorities and agencies is mandatory for our services in Spain and for operating any facility in any jurisdiction where we conduct activities.
We hold the view that government regulation will not significantly affect our business operations.
EMERGING GROWTH COMPANY STATUS UNDER THE JOBS ACT
Mercalot Inc. qualifies as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (the “JOBS Act”).
The JOBS Act creates a new category of issuers known as “emerging growth companies.” Emerging growth companies are those with annual gross revenues of less than $1,07 billion (as indexed for inflation) during their most recently completed fiscal year. The JOBS Act is intended to facilitate public offerings by emerging growth companies by exempting them from several provisions of the Securities Act of 1933 and its regulations. An emerging growth company will retain that status until the earliest of:
Financial and Audit Requirements
Under the JOBS Act, emerging growth companies are subject to scaled financial disclosure requirements. Pursuant to these scaled requirements, emerging growth companies may:
Offering Requirements
In addition, during the IPO offering process, emerging growth companies are exempt from:
Other Public Company Requirements
Emerging growth companies are also exempt from other ongoing obligations of most public companies, such as:
Election under Section 107(b) of the JOBS Act
As an emerging growth company, we have made the irrevocable election to not adopt the extended transition period for complying with new or revised accounting standards under Section 107(b), as added by Section 102(b), of the JOBS Act. This election allows companies to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.
DESCRIPTION OF PROPERTY
OFFICES
Our business office is located at C/ de l’Illa Formentera, 54, Quatre Carreres, 46026 Valencia, Spain. The office was provided by our officer and president Mr. Mayor Reyes for free use, without any payment. Based on current market rates for similar office spaces in the Valencia area, the approximate dollar value of this office space is $600 per month or $7,200 per year. Our telephone number is +13072630861.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including the information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this report for a discussion of some important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
We qualify as an “emerging growth company” under the JOBS Act. We have limited operations and no revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe 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 raised the funds necessary to conduct a marketing program. There is no assurance we will ever generate revenue even if we raised all necessary funds.
If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. We believe that we will be able to raise enough money through this offering to expand operations but we cannot guarantee that once we expand operations we will stay in business after doing so. If we are unable to successfully find customers, we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.
RESULTS OF OPERATIONS
We have incurred recurring losses to date. 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.
For the six months ended December 31, 2025 we generated $13,060 of revenue. We have incurred $44,504 of operating expenses for the six months ended December 31, 2025.
Our independent registered public accountant has issued a going concern opinion. This means that there is a doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.
To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to continue our proposed operations but we cannot guarantee that once we continue operations we will stay in business after doing so.
We have not attained profitable operations and are dependent upon obtaining financing to pursue our business plan and our business operations. So, for these reasons, there is substantial doubt that we will be able to continue as a going concern.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance is $19,046 as of December 31, 2025. We believe our cash balance is not sufficient to fund our operations for any period of time. We have been utilizing and may utilize funds from Isabel Marin Vargas and Blas Mayor Reyes, our directors, who verbally agreed that they may be willing to provide funds required to maintain the reporting status and to implement our business plan in a form of a non-secured loan until minimum required proceeds are obtained by the Company. However, there is no contract in place or written agreement securing this agreement. Management believes that if the Company cannot maintain its reporting status with the SEC and implements even a part of the Company’s business plan, they will have to cease all efforts directed towards the company. As such, your investment previously made may be lost in its entirety.
We have entered into the Mobile Application and Website Purchase Agreement with LABRIS LIMITED, Office 4, 219 Kensington High Street, Kensington, London County, W8 6BD England (the “Developer”) for the amount of $47,000.
Currently, we have a working mobile application for Android and IOS platforms, known as “SafeDeal Connect”. The address in Play Market is https://play.google.com/store/apps/details?id=sdc.connect and in App Store – https://apps.apple.com/us/app/safe-deal-connect/id6477819843. We also have a website (safedealconnect.com/) for informational purposes only. It provides users with information about the “SafeDeal” app, our company and contacts. In addition, we plan to refine it, expand its functionality and implement a lot of new useful features and systems.
As of December 31, 2025, our directors Mr. Mayor Reyes and Isabel Marin Vargas have verbally agreed to loan the Company the funds to pay company expenses and keep on top of the business development. Being a development stage company, we have very limited operating history. After the twelve months period we may need additional financing.
As of December 31, 2025, our total assets were $51,934. Total assets were comprised of $19,046 in current assets and $32,888 in intangible assets.
As of December 31, 2025, our current liabilities were $94,022 and Stockholders’ deficit was $42,088.
As of December 31, 2024, our total assets were $53,512. Total assets were comprised of $11,216 in current assets and $42,296 in intangible assets.
As of December 31, 2024, our current liabilities were $64,819 and Stockholders’ deficit was $11,307.
CASH FLOWS FROM OPERATING ACTIVITIES
For the six months ended December 31, 2025 net cash flows used in operating activities was negative $20,200.
For the six months ended December 31, 2024 net cash flows used in operating activities was negative $7,272.
CASH FLOWS FROM INVESTING ACTIVITIES
For the six months ended December 31, 2025 we have generated no cash from investing activities.
For the six months ended December 31, 2024 we have generated no cash used in investing activities.
CASH FLOWS FROM FINANCING ACTIVITIES
For the six months ended December 31, 2025 net cash flows provided by financing activities was $0.
For the six months ended December 31, 2024 net cash flows used in financing activities was $17,989.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
None
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Changes in Internal Controls over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
None
None
None
None
During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
The following exhibits are included as part of this report by reference:
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized, on December 31, 2025.
Pursuant to the requirements of the Securities Act of 1933, this quarterly report has been signed by the following persons in the capacities and on the dates indicated.
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