Financial Analysis

NOTE 7 ACQUISITION On September 16, 2024, the Company entered into a Stock Purchase Agreement (Purchase Agreement) to acquire 100% of JAR with the total gross price of $1,475,000 as specified in the original Purchase Agreement. In accordance with the terms of the Purchase agreement, the Company made an initial payment of $44,250 (First Payment) to the Escrow Account within three days after the Purchase Agreement was signed. The Company subsequently made payment of $398,250 (Second Payment) on October 22, 2024. Following these payments, the transaction terms were revised through two amendments. Following revisions in the first amendment, the final consideration was reduced to $1,367,169. Pursuant to the second amendment, the stock transfer date was set as October 25, 2024, which is considered the acquisition date for accounting purposes under ASC 805, Business Combinations (ASC 805). The Company made two additional payments totaling $899,669 (Third and Fourth Payments) after the acquisition date of October 25, 2024 and prior to the transactions official closing date of December 3, 2024. The remaining $25,000, which is contractually due within thirty days of the first anniversary of the Fourth Payment, has been accrued and included in the total purchase consideration recognized in connection with the acquisition. The Company and JAR were unrelated parties. There was no common control between the Company and JAR prior to JARs acquisition by the Company. Immediately after the acq …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 13 COMMITMENTS AND CONTINGENCIES Lease commitments The total future minimum lease payments of short-term lease under the non-cancellable operating lease with respect to the office as of November 30, 2025 are payable as follows: Lease Commitment Within 1 year $ 11,624 Contingencies From time to time, the Company may be a party to various legal actions arising in the ordinary course of business. The Company accrues expenses associated with these matters when they become probable and the amount can be reasonably estimated. Legal expenses incurred in connection with loss contingencies are expensed as incurred. In February 2025, Pablo Aguero (a former employee of JAR, the subsidiary, the Applicant) filed a workers compensation claim with the California Workers Compensation Appeals Board (WCAB Case No: ADJ20520242). This claim relates to his employment in or around May 2023, prior to the acquisition of JAR. While the WCAB filing does not specify a monetary demand, the Applicant previously issued a pre-litigation demand letter asserting claims totaling approximately $46,600. Pursuant to the terms of the stock purchase agreement for the acquisition of JAR, liabilities arising from pre-closing employment matters remain the responsibility of the sellers. Accordingly, the claim is currently being handled by the sellers and legal counsel designated by JARs employment practices liability insurance carrier. The Company has requested their assistance in responding to subpoenas issued i …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 9 INSURANCE PREMIUM FINANCING PAYABLE A summary of the Companys insurance premium financing payable is listed as follows: Lender As of November 30, 2025 As of November 30, 2024 Interest rate Successor Successor First Insurance Funding $ 71,470 $ 7.35 % Total Insurance premium financing payable $ 71,470 $ On August 26, 2025, the Company entered into a premium finance agreement with First Insurance Funding, whereby the Company was loaned a total principal amount of $142,197.35 for the purpose of funding the Companys D&O insurance policy. This loan bears an interest rate of 7.35% per annum, and is repayable in 9 monthly installments of principal and interest through May 2026. As at November 30, 2025, a principal amount of $71,470.38 remains outstanding. Related prepaid insurance at November 30, 2025 of $102,443 is included in Prepaid D&O insurance. Interest Expense on Insurance Premium Financing Payable During the year ended November 30, 2025, the Company recognized $1,740 interest expense associated with its insurance premium financing payable. …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 10 INCOME TAXES The Company and its operating subsidiary in the United States are subject to the tax law of the United States. The Company elected to file income taxes as a corporation for the tax year ended November 30, 2024. (i) The components of the income tax provision were as follows: Successor Successor Predecessor For the For the For the year Period from Period from Ended October 26, 2024 to December 1, 2023 to November 30, November 30, October 25, 2025 2024 2024 Current tax provision Federal $ $ $ State 1,600 800 800 1,600 800 800 Deferred tax benefit Federal (72,992) (29,350) (1,184) State (33,706) (13,553) (106,698) (42,903) (1,184) Income tax benefit $ (105,098) $ (42,103) $ (384) (ii) Reconciliations of the statutory income tax rate to the effective income tax rate were as follows: Successor Successor Predecessor For the Period For the Period For the year from October from December Ended 26, 2024 to 1, 2023 to November 30, November 30, October 25, 2025 2024 2024 Federal statutory tax rate 21.0 % 21.0 % % State statutory tax rate (0.1) % 3.0 % % Non-deductible expenses (2.9) % (11.7) % 0.5 % Return to Provision (0.9) % % % Other (0.2) % % % Change in valuation allowance (12.3) % % % Effective tax rate 4.6 % 12.3 % 0.5 % (iii) Deferred tax liabilities were composed of the following: Successor Successor As of November 30, As of November 30, 2025 2024 Deferred tax assets: Net operating loss carry-forwards 551,538 40,265 Depreciation expense 2,400 Less: Valuation …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recent Accounting Pronouncements The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the JOBS Act), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. In November 2024, the FASB issued ASU 2024-03 , Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03), which requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the consolidated financial statements to provide enhanced transparency into the expense captions presented on the face of the statement of operations and comprehensive income. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted, and may be applied either prospectively or retrospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. On January 6, 2025, FASB issued ASU 2025-01 that clarifies for non-calendar year-end entities the interim effectiv …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

NOTE 14 RELATED PARTY TRANSACTIONS a. Nature of relationship with related parties Name Relationship with Our Company Mr. Huan Liu Chairman of the Board of Directors Mr. Raymond June Former President and former stockholder of JAR Centurion Tech Holdings Limited Stockholder Eternal Blessing Holdings Limited Stockholder Grand Bright International Holdings Ltd Stockholder b. Due to a related party Amount due to a related party represents funds borrowed from the Companys Chairman of the Board of Directors, Mr. Huan Liu, to support its operating working capital and investing activities, specifically for the acquisition of JAR. These payables are unsecured, non-interest bearing, and due on demand. During the period from October 26, 2024 through November 30, 2024 (Successor), the Company borrowed an aggregate of $100,088 from Mr. Huan Liu, either directly or through his third-party business contacts on his behalf. The funds were primarily used for investing activities related to the acquisition of JAR. The Company also made repayments to Mr. Huan Liu in the amount of $71,050. Subsequently, on December 2, 2024, the Company received additional funding of $120,000 from Mr. Huan Liu again through his third-party business contacts on his behalf, which was fully repaid. During the year ended November 30, 2025, the Company made an additional $29,038 repayment to Mr. Huan Liu. As a result of these transactions, the balance due to Mr. Huan Liu was nil as of November 30, 2025. c. Capital contr …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the U.S. (the U.S. GAAP) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the SEC). The accompanying consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary. All inter-company balances and transactions are eliminated upon consolidation. Principal of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries, which include the California-registered entities directly owned by the Company. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. The results of subsidiaries acquired or disposed of are recorded in the consolidated income statements from the effective date of acquisition or up to the effective date of disposal, as appropriate. A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company has the power to appoint or remove the majority of the members of the board of directors or to cast a majority of votes at the meetings of the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholder …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

NOTE 12 STOCKHOLDERS EQUITY Common Stock The Company was incorporated on April 3, 2024, under the laws of the State of Delaware. Under the Companys amended and restated articles of incorporation on December 19, 2024, the total authorized number of shares of common stock is 1,000,000,000 with a par value of $0.000001, which consists of 900,000,000 shares of Class A common stock and 100,000,000 shares of Class B common stock. The Company also has the authority to issue 5,000,000 shares of preferred stock as deemed necessary with a par value per share equal to the par value per share of the Class A common stock. Holders of Class A common stock and Class B common stock have the same rights except for voting and conversion rights. With respect to matters requiring the votes of stockholders, each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to 15 votes. Class B common stock is convertible into Class A common stock at any time after issuance at the option of the holder on a one-to-one basis. Class A common stock is not convertible into shares of any other class. The numbers of authorized and outstanding common stock have been retroactively adjusted to reflect the 1 -for-6 reverse stock split effected on December 23, 2024, as if it had occurred at the beginning of all periods presented. All per-share amounts in the financial statements have also been adjusted accordingly. On August 27, 2024, the Company entered into two sep …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 15 SUBSEQUENT EVENTS The Company has evaluated subsequent events from December 1, 2025 through February 27, 2026. Based on this evaluation, the Company has determined that no subsequent events have occurred that require recognition or disclosure in the consolidated financial statements for the year ended November 30, 2025. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

NOTE 7 ACQUISITION On September 16, 2024, the Company entered into a Stock Purchase Agreement (Purchase Agreement) to acquire 100% of the equity interests in JAR for a total purchase price of $1,475,000, as specified in the Purchase Agreement. In accordance with the terms of the Purchase Agreement, the Company made an initial payment of $44,250 (First Payment) to the escrow account designated in the Purchase Agreement within three days after the Purchase Agreement was signed. The Company subsequently made another payment of $398,250 (Second Payment) on October 22, 2024. Following these payments, the transaction terms of the JAR Acquisition were further revised. Following the revisions in the first amendment, the final consideration was reduced to $1,367,169. Pursuant to the second amendment, the stock transfer date was set as October 25, 2024, which is considered the acquisition date for accounting purposes under ASC 805, Business Combinations (ASC 805). The Company made two additional payments totaling $899,669 (Third and Fourth Payments) after the acquisition date of October 25, 2024 and prior to the transactions official closing date of December 3, 2024. The remaining $25,000, which is contractually due within thirty days of the first anniversary of the Fourth Payment, has been accrued and included in the total purchase consideration recognized in connection with the acquisition. The Company and JAR were unrelated parties. There was no common control between the Company an …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 13 COMMITMENTS AND CONTINGENCIES Lease commitments The total future minimum lease payments of short-term lease under the non-cancellable operating lease with respect to the office as of May 31, 2026 are payable as follows: Lease Commitment Within 1 year $ 8,145 Contingencies From time to time, the Company may be a party to various legal actions arising in the ordinary course of business. The Company accrues expenses associated with these matters when they become probable and the amount can be reasonably estimated. Legal expenses incurred in connection with loss contingencies are expensed as incurred. In February 2025, Pablo Aguero (a former employee of JAR, the Applicant) filed a workers compensation claim with the California Workers Compensation Appeals Board (the WCAB) (WCAB Case No: ADJ20520242). This claim relates to his employment in or around May 2023, prior to the acquisition of JAR. While the WCAB filing does not specify a monetary demand, the Applicant previously issued a pre-litigation demand letter asserting claims totaling approximately $46,600. Pursuant to the terms of the stock purchase agreement for the acquisition of JAR, liabilities arising from pre-closing employment matters remain the responsibility of the sellers. Accordingly, the claim is currently being handled by the sellers and legal counsel designated by JARs employment practices liability insurance carrier. The Company has requested their assistance in responding to subpoenas issued in connectio …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 9 INSURANCE PREMIUM FINANCING PAYABLE A summary of the Companys insurance premium financing payable is listed as follows: Lender As of May 31, 2026 As of November 30, 2025 Interest rate (Unaudited) (Audited) First Insurance Funding $ $ 71,470 7.35 % Total Insurance premium financing payable $ $ 71,470 On August 26, 2025, the Company entered into a premium finance agreement with First Insurance Funding, whereby the Company was loaned a total principal amount of $142,197.35 for the purpose of funding the Companys D&O insurance policy. This loan bears an interest rate of 7.35% per annum, and is repayable in nine monthly installments of principal and interest through May 2026. As of May 31, 2026, a principal amount of $nil remains outstanding. Related prepaid insurance at May 31, 2026 of $31,345 is included in Prepaid D&O insurance. Interest Expense on Insurance Premium Financing Payable During the three months ended May 31, 2026 and 2025, the Company recognized $1,540 and $nil interest expense associated with its insurance premium financing payable, respectively. During the six months ended May 31, 2026 and 2025, the Company recognized $2,637 and $nil interest expense associated with its insurance premium financing payable. …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 10 INCOME TAXES The Company and JAR are subject to the tax law of the United States. The Company elected to file income taxes as a corporation for the tax year ended November 30, 2024. (i) The components of the income tax provision were as follows: For the Three Months For the Six Months Ended May 31, Ended May 31, 2026 2025 2026 2025 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Current tax provision Federal $ $ $ $ State 400 1,600 800 400 1,600 800 Deferred tax provision (benefit) Federal (72,992) State (33,706) (106,698) Income tax provision (benefit) $ $ 400 $ 1,600 $ (105,898) (ii) Reconciliations of the statutory income tax rate to the effective income tax rate were as follows: For the Three Months For the Six Months Ended May 31, Ended May 31, 2026 2025 2026 2025 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Federal statutory tax rate 21.00 % 21.0 % 21.00 % 21.0 % Permanent Items $ % $ % $ % $ % State statutory tax rate 6.98 % (7.3) % 6.96 % 8.9 % Non-deductible expenses % (14.0) % % (4.6) % Return to Provision % % % % DTA True Up 0.02 % % 0.01 % % Other % % % % Change in valuation allowance (28.00) % % (28.00) % % Effective tax rate $ % $ (0.3) % $ (0.03) % $ 25.3 % (iii) Deferred tax liabilities were composed of the following: As of May 31, As of November 30, 2026 2025 (Unaudited) (Audited) Deferred tax assets: Net operating loss carry-forwards 2,023,110 551,538 Depreciation expense Less: Valuation allowance (1,890,820) (410,994) Total deferred tax assets 13 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recent Accounting Pronouncements The Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the JOBS Act), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. In July 2025, the FASB issued ASU 2025-05 , Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendment provides (1) all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets and (2) entities other than public business entities with an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. This guidance is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the above new accounting pronouncements or guidance on the combined financial statements. …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

NOTE 14 RELATED PARTY TRANSACTIONS a. Nature of relationship with related parties Name Relationship with the Company Mr. Huan Liu Chairman of the Board of Directors Mr. Raymond June Former President and former stockholder of JAR Centurion Tech Holdings Limited Stockholder Eternal Blessing Holdings Limited Stockholder Grand Bright International Holdings Ltd Stockholder During the three months ended May 31, 2026, the Company had no related party transactions required to be disclosed in accordance with ASC 850, Related Party Disclosures. There were no outstanding balances, loans, guarantees, or other transactions with related parties during the period. …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the U.S. (the U.S. GAAP) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the SEC). The accompanying consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary. All intercompany balances and transactions are eliminated upon consolidation. Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries, which include the California-registered entities directly owned by the Company. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. The results of subsidiaries acquired or disposed of are recorded in the consolidated income statements from the effective date of acquisition or up to the effective date of disposal, as appropriate. A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company has the power to appoint or remove the majority of the members of the board of directors or to cast a majority of votes at the meetings of the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholder …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

NOTE 12 STOCKHOLDERS EQUITY Common Stock The Company was incorporated on April 3, 2024 under the laws of the State of Delaware. Under the Companys amended and restated certificate of incorporation on December 19, 2024, the total authorized number of shares of common stock is 1,000,000,000 with a par value of $0.000001, which consists of 900,000,000 shares of Class A common stock and 100,000,000 shares of Class B common stock. The Company also has the authority to issue 5,000,000 shares of preferred stock as deemed necessary with a par value per share equal to the par value per share of the Class A common stock. Holders of Class A common stock and Class B common stock have the same rights except for voting and conversion rights. With respect to matters requiring the votes of stockholders, each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to 15 votes. Class B common stock is convertible into Class A common stock at any time after issuance at the option of the holder on a one-to-one basis. Class A common stock is not convertible into shares of any other class. The numbers of authorized and outstanding common stock have been retroactively adjusted to reflect the 1-for- 6 reverse stock split effected on December 23, 2024, as if it had occurred at the beginning of all periods presented. All per-share amounts in the financial statements have also been adjusted accordingly. On August 27, 2024, the Company entered into two s …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

NOTE 15 SUBSEQUENT EVENTS The Company has evaluated subsequent events from May 31, 2026 through July 14, 2026. Based on this evaluation, the Company has determined that no subsequent events have occurred that require recognition or disclosure in the consolidated financial statements for the three months ended May 31, 2026, except (i) as disclosed in Note 13 with respect to the service of process received in March 2026 in connection with the California Labor Commissioner wage claim; and (ii) as set forth below. On March 10, 2026, the Company entered into Stock Purchase Agreements with eight non-U.S. investors, pursuant to which the Company agreed to issue and sell in a private placement an aggregate of 32,000,000 shares of the Companys Class A Common Stock, par value $0.000001 per share, at a purchase price of $0.25 per share, for aggregate gross proceeds of $8,000,000. The offering was conducted in offshore transactions pursuant to Rule 903 of Regulation S promulgated under the Securities Act of 1933, as amended. On June 4, 2026, the transaction was closed, and 32,000,000 shares were issued pursuant to this private placement. As of June 4, 2026, there were 44,550,005 shares of Class A common stock and 4,166,667 shares of Class B common stock issued and outstanding. On June 1, 2026, the Company entered into extension agreements to its outstanding loan agreements with the borrowers, extending the maturity date of the remaining outstanding principal balance to November 30, 2026 …

SubsequentEventsTextBlock · excerpt; the full note is in the filing