UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended November 30, 2025
or
☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number: 000-56669
MADE IN USA INC.
(Exact name of registrant as specified in its charter)
(Former name, if changed since last report)
| Nevada | 37-1922983 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
1712 Pioneer Ave, Suite 500, Cheyenne, WY, 82001, USA
(Address, including Zip Code, of principal executive offices)
Registrant’s telephone number, including area code: (561) 789-1139
Business Center Sunkar, Building 47B, Aktau, 130002 Kazakhstan
(Former address if changed, since last report)
| Securities registered under Section 12(b) of the Exchange Act: | ||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| N/A | N/A | N/A | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 | ☒ |
| (Do not check if this is a 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 7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: shares of Common Stock were issued and outstanding as of November 30, 2025.
TABLE OF CONTENTS
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SPECIAL NOTE REGARDING FORWARD—LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical, or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate”, “approximate” or “continue”, or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
Introduction to the business of the company post change in control
Made in USA Inc., a Nevada corporation (the “Company”), was formerly named Alixo-Yolloo Corporation and was engaged in the business of developing and marketing a mobile application named “Alixo.” Alixo has been designed to help users identify music tracks based on short samples recorded via their device’s microphone. As reported in the Company’s Form 8-K report filed September 10, 2025, as of August 28, 2025 there was a change in control of the Company by a purchase by a group of a majority of the Company’s outstanding Common Stock and a change in the members of the Company’s Board of Directors and the identity of the Company’s executive officers.
Made in USA Inc. is a United States based company the business of which is to develop and thereafter operate a business primarily of reshoring industrial capacity to the United States, rebuilding U.S. manufacturing, and ensuring supply chain authenticity. The Company is building a technology-based system leveraging blockchain, artificial intelligence (“AI”), and internet of things (“IoT”) technologies, to provide certification, transparency, and validation solutions for American-made products.
The Company intends to specialize in the onshoring of industrial companies to help rebuild the United States’ manufacturing base and meet the demand for products manufactured in the USA. The Company intends to focus on acquiring technology and existing business operations overseas and reshoring those operations to the USA. The Company is also developing technology to assist in the tracking and authenticity of the origin of products for digital output, industry and agriculture, ensuring customers know the origin of the data and products they consume. Providing validation and digital evidence so all parties can meet their compliance requirements.
The Company’s technology is designed to help customers build and rely on a network of certified American products. The Company has identified industry verticals for its first acquisitions, identified potential acquisitions, and is negotiating the first transactions for 2026.
The Company maintains a technology platform for tracking, authenticity, and validation. The technology is built on the foundation of both enterprise resource planning and blockchain technology and offers an industry-leading approach for providing products with a digital identity. The technology has been developed and tested over multiple years and is an operational commercial solution.
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PART I – FINANCIAL INFORMATION
| Item 1. | Financial Statements. |
The accompanying financial statements present information for the Company before and after the change in control. See “Introduction to the Business of the Company Post Change in Control” supra.
The change in control occurred on August 28, 2025. The financial information contained herein reflects the fact that the Company’s business prior to August 28, 2025 was development and sale of music software and after August 28, 2025 was development of a technology platform for certification.
The accompanying financial information has been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
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MADE IN USA INC.
CONDENSED BALANCE SHEETS
November 30, 2025 (Unaudited) | February 28, 2025 (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | – | $ | 13,861 | ||||
| Prepaid Expenses | 3,750 | 27,500 | ||||||
| Total Current Assets | 3,750 | 41,361 | ||||||
| Intangible Assets, Net | 94,292 | 75,103 | ||||||
| TOTAL ASSETS | $ | 98,042 | $ | 116,464 | ||||
| LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | – | $ | 27,150 | ||||
| Deferred Revenue | – | 10,880 | ||||||
| Related Party Loan | 622 | 73,034 | ||||||
| Total Current Liabilities | 622 | 111,064 | ||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Common Stock, $ par value, shares authorized, and shares issued and outstanding as of November 30, 2025, and February 28, 2025, respectively | 17,963 | 6,695 | ||||||
| Additional Paid-In Capital | 138,330 | 32,205 | ||||||
| Accumulated Deficit | (58,873 | ) | (33,500 | ) | ||||
| Total Stockholders’ Equity (Deficit) | 97,420 | 5,400 | ||||||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 98,042 | $ | 116,464 | ||||
The accompanying notes are an integral part of these unaudited financial statements.
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MADE IN USA INC.
CONDENSED STATEMENTS OF OPERATIONS
Three and nine months ended November 30, 2025, and 2024
(Unaudited)
Three months ended November 30, 2025 | Three months ended November 30, 2024 | Nine months ended November 30, 2025 | Nine months ended November 30, 2024 | |||||||||||||
| INCOME | ||||||||||||||||
| Sales | $ | 1,100 | $ | 8,842 | $ | 37,036 | $ | 23,425 | ||||||||
| Total income | 1,100 | 8,842 | 37,036 | 23,425 | ||||||||||||
| Cost of goods sold | – | – | – | – | ||||||||||||
| Gross (Loss) profit | 1,100 | 8,842 | 37,036 | 23,425 | ||||||||||||
| EXPENSES | ||||||||||||||||
| General and administrative expenses | 3,812 | 9,145 | 62,409 | 45,496 | ||||||||||||
| Total expenses | 3,812 | 9,145 | 62,409 | 45,496 | ||||||||||||
| INCOME (LOSS) BEFORE TAX PROVISION | (2,512 | ) | (303 | ) | (25,373 | ) | (22,071 | ) | ||||||||
| INCOME TAX EXPENSE | – | – | – | – | ||||||||||||
| NET INCOME (LOSS) | $ | (2,512 | ) | $ | (303 | ) | $ | (25,373 | ) | $ | (22,071 | ) | ||||
| WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED | ||||||||||||||||
| BASIC AND DILUTED NET LOSS PER SHARE | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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MADE IN USA INC.
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
Three and nine months ended November 30, 2025, and 2024
(Unaudited)
| Common Stock | Additional Paid-in- | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance as of February 29, 2024 | 6,695,000 | $ | 6,695 | $ | 32,205 | $ | (10,842 | ) | $ | 28,058 | ||||||||||
| Net loss for the period | – | (12,312 | ) | (12,312 | ) | |||||||||||||||
| Balance as of May 31, 2024 | 6,695,000 | 6,695 | 32,205 | (23,154 | ) | 15,746 | ||||||||||||||
| Net loss for the period | – | (9,456 | ) | (9,456 | ) | |||||||||||||||
| Balance as of August 31, 2024 | 6,695,000 | 6,695 | 32,205 | (32,610 | ) | 6,290 | ||||||||||||||
| Net loss for the period | – | (303 | ) | (303 | ) | |||||||||||||||
| Balance as of November 30, 2024 | 6,695,000 | $ | 6,695 | $ | 32,205 | $ | (32,913 | ) | $ | 5,987 | ||||||||||
| Balance as of February 28, 2025 | 6,695,000 | $ | 6,695 | $ | 32,205 | $ | (33,500 | ) | $ | 5,400 | ||||||||||
| Net loss for the period | – | (31,526 | ) | (31,526 | ) | |||||||||||||||
| Balance as of May 31, 2025 | 6,695,000 | 6,695 | 32,205 | (65,026 | ) | (26,126 | ) | |||||||||||||
| Cancellation of restricted shares | (3,000,000 | ) | (3,000 | ) | 3,000 | – | – | |||||||||||||
| Cancellation of related party loan | – | 117,393 | 117,393 | |||||||||||||||||
| Net income for the period | – | 8,665 | 8,665 | |||||||||||||||||
| Balance as of August 31, 2025 | 3,695,000 | 3,695 | 152,598 | (56,361 | ) | 99,932 | ||||||||||||||
| Forward split and new issuances | 14,267,640 | 14,268 | (14,268 | ) | – | – | ||||||||||||||
| Net loss for the period | – | (2,512 | ) | (2,512 | ) | |||||||||||||||
| Balance as of November 30, 2025 | 17,962,640 | $ | 17,963 | $ | 138,330 | $ | (58,873 | ) | $ | 97,420 | ||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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MADE IN USA INC.
CONDENSED STATEMENTS OF CASH FLOWS
Nine months ended November 30, 2025, and 2024
(Unaudited)
Nine months ended November 30, 2025 | Nine months ended November 30, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net (loss) | $ | (25,373 | ) | $ | (22,071 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization | 4,811 | 2,354 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease (increase) in accounts receivable | – | 15,000 | ||||||
| Decrease (increase) in assets in progress | – | – | ||||||
| Decrease (increase) in prepaid expenses | 23,750 | 28,800 | ||||||
| Increase (decrease) in accounts payable | (27,150 | ) | (30,648 | ) | ||||
| Increase (decrease) in deferred revenue | (10,880 | ) | 3,445 | |||||
| Net cash flows used in operating activities | (34,842 | ) | (3,120 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Intangible assets | (24,000 | ) | (41,400 | ) | ||||
| Net cash flows used in investing activities | (24,000 | ) | (41,400 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Conversion of related-party loan into additional paid-in capital | 117,393 | – | ||||||
| Proceeds from related-party loan | 44,981 | 36,684 | ||||||
| Repayments on related-party loan | (117,393 | ) | ||||||
| Net cash flows provided by financing activities | 44,981 | 36,684 | ||||||
| NET INCREASE (DECREASE) IN CASH | $ | (13,861 | ) | $ | (7,836 | ) | ||
| CASH, BEGINNING OF PERIOD | $ | 13,861 | $ | 9,073 | ||||
| CASH, END OF PERIOD | $ | – | $ | 1,237 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | – | $ | – | ||||
| Cash paid for income tax | $ | – | $ | – | ||||
The accompanying notes are an integral part of these unaudited financial statements.
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MADE IN USA INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2025
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
The accompanying financial statements present information for the Company prior to the change in control. See “Introduction to the Business of the Company Post Change in Control” supra.
NOTE 2 – GOING CONCERN
The financial statements have been prepared on a going-concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.
The Company has generated limited revenues since inception and incurred a loss of $25,373 and $22,071 for the nine months ended November 30, 2025, and 2024, respectively. The Company has incurred losses since inception resulting in an accumulated deficit of $58,873 as of November 30, 2025, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors and/or private placement of common stock.
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 and are presented in US dollars. The Company’s fiscal year end is February 28 fiscal year end. The Company has changed its year end to the calendar year.
The results for the nine months ending November 30, 2025, are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended February 28, 2025, filed with the Securities and Exchange Commission.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassification of Prior Year Presentation
Certain prior year amounts have been reclassified for consistency with the current year presentation. The Company has reclassified $60,800 previously reported under “Prepaid Expense” to “Assets in Process” in the balance sheets and statements of cash flows as of and for the fiscal year ended February 29, 2024. This adjustment did not materially impact on the financial position and the result of operations of the Company for the year indicated.
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Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
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 fair value due to their short-term maturity.
Software
The Company follows the provisions of ASC 985, “Software”, which requires that all costs incurred be expensed until technological feasibility have been established.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying out large amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Property and Equipment
Property and equipment are stated at cost and depreciated on the straight-line method over the estimated life of the asset, which is 3 years. Intangible Assets is made up of software costs stated at cost and amortized on the straight-line method over the estimated life of the asset, which is 15 years.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customer”. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
Step 1: Identify the contract with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Company generates revenue by selling API packages.
The Company recognizes revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product. There are no additional performance obligations. The transaction price is fixed in the invoice. Payment is generally made prior to the services being provided. If deposits are received prior to services being rendered, the Company recognizes deferred revenue until the services are completed.
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Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect on all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period presented.
Recently Adopted Accounting Pronouncements
The Company adopted the provisions of ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” during the year ended February 28, 2025. This ASU requires additional disclosures regarding reportable segments and significant segment expenses but does not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The adoption of this new guidance did not have a significant impact on the Company’s results of operations, cash flows, or financial condition.
Recent Issued Accounting Pronouncements
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements and does not believe any of these pronouncements will have a material impact on the Company other than those relating to Development Stage Entities discussed above.
NOTE 4 – COMMON STOCK
The Company has common shares authorized with a par value of $ per share. In July 2021 the Company issued shares of its common stock at $ per share for total proceeds of $5,000 to a related party (see NOTE 5).
During November 2023 the Company issued shares of common stock for cash proceeds of $500 at $ per share.
During December 2023 the Company issued shares of common stock for cash proceeds of $11,100 at $ per share.
During January 2024 the Company issued shares of common stock for cash proceeds of $3,700 at $ per share.
During February 2024 the Company issued shares of common stock for cash proceeds of $18,600 at $ per share.
On June 27, 2025, Rassul Sadukbayev, former director of Alixo-Yolloo Corporation, who was the owner of restricted shares representing % of the Company’s outstanding share capital, voluntarily decided to cancel of his restricted shares. The cancellation was made without any compensation or consideration, and in the best interest of the Company. This action resulted in a material change to the Company’s capital structure and a reduction in total outstanding shares, impacting the Company’s reported shareholder equity and ownership distribution. The cancellation is effective as of June 27, 2025.
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As a result of this cancellation:
| · | The total number of outstanding shares of the Company was reduced from shares to shares. | |
| · | Mr. Sadukbayev’s ownership was reduced from shares (%) to shares (%). |
As of November 30, 2025, and February 28, 2025, the Company had and shares issued and outstanding, respectively.
NOTE 5 – 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. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances were considered temporary in nature and were not formalized by a promissory note.
From inception to November 30, 2025, the Company’s former director advanced the Company $117,393 to cover the Company’s operating expenses, of which $44,359 was advanced during the six months ended August 31, 2025, and the full amount of $117,393 was repaid during the same period, and during the recent period a small related party loan of $622 was made to pay outstanding payables hence the $622 balance as of November 30, 2025. The loan is non-interest bearing, due upon demand and unsecured.
In July 2021 the Company sold shares of common stock at a price of $ per share to its former director, Rassul Sadukbayev. On June 27, 2025, Rassul Sadukbayev, who was the owner of restricted shares decided to cancel of his restricted shares. The cancellation was made without any compensation or consideration.
NOTE 6 – INTANGIBLE ASSETS
The Company follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established. The Company amortizes these costs using the straight-line method over the remaining estimated economic life of the product.
During the year ended February 28, 2023, the Company acquired application code for $17,820 and song database for $17,000. In February 2024, the Company sold its database for $15,000. In August 2024, the Company acquired sound fingerprints database for $16,000. In February 2025, the Company acquired song database for $14,000. In May 2025, the Company acquired AI Mood Matching API Module for $24,000.
During the year ended February 29, 2024, the Company capitalized website development costs for $7,000. During the year ending February 28, 2025, the Company capitalized website development costs for $25,400.
Amortization expense of capitalized software and website development costs was $1,737 and $837 for the three months ended August 31, 2025, and 2024, respectively. Amortization expense of capitalized software and website development costs was $3,074 and $1,251 for the six months ended August 31, 2025, and 2024, respectively.
The Company had the following intangible assets as of November 30, 2025, and February 28, 2025:
| Schedule of intangible assets | ||||||||
As of November 30, 2025 | As of February 28, 2025 | |||||||
| Application Code | $ | 17,820 | $ | 17,820 | ||||
| AI Mood Matching API Module | 24,000 | – | ||||||
| Song Database | 14,000 | 14,000 | ||||||
| Sound Fingerprints Database | 16,000 | 16,000 | ||||||
| Website Development Costs | 32,400 | 32,400 | ||||||
| Accumulated Amortization | (9,928 | ) | (5,117 | ) | ||||
| Intangible Assets, Net | $ | 94,292 | $ | 75,103 | ||||
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NOTE 7 – COMMITMENTS AND CONTINGENCIES
Contractual Commitments
The Company has entered into no contractual commitments as of November 30, 2025.
Litigation
The Company was not subject to any legal proceedings during the period from January 17, 2019 (Inception) to November 30, 2025, and no legal proceedings are currently pending or threatened to the best of our knowledge.
NOTE 8 – INCOME TAX PROVISION
As of November 30, 2025, the Company had net operating loss (“NOL”) carryforwards for Federal income tax purposes of $58,873 that may be offset against future taxable income through 2040. No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying financial statements as the management of the Company believes that the realization of the Company’s net-deferred tax assets of approximately $12,363 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full valuation allowance.
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards which was used to offset tax payable from prior year’s operations. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The current valuation of tax allowance is not applicable as of November 30, 2025.
Components of deferred tax assets are as follows:
| Schedule of deferred tax assets | ||||||||
Nine Months Ended November 30, 2025 | Year Ended February 28, 2025 | |||||||
| Net Deferred Tax Asset Non-Current: | ||||||||
| Net Operating Loss Carry-Forward | $ | 58,873 | $ | 33,500 | ||||
| Effective tax rate | 21% | 21% | ||||||
| Expected Income Tax Benefit from NOL Carry-Forward | 12,363 | 7,035 | ||||||
| Less: Valuation Allowance | (12,363 | ) | (7,035 | ) | ||||
| Deferred Tax Asset, Net of Valuation Allowance | $ | – | $ | – | ||||
The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the nine months ended November 30, 2025 and the year ended February 28, 2025 as follows:
| Schedule of actual tax benefit | ||||||||
Nine Months Ended November 30, 2025 | Year Ended February 28, 2025 | |||||||
| Computed “expected” tax expense (benefit) | $ | (4,801 | ) | $ | (4,758 | ) | ||
| Change in valuation allowance | $ | 4,801 | $ | 4,758 | ||||
| Actual tax expense (benefit) | $ | – | $ | – | ||||
NOTE 9 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from November 30, 2025, to the date the financial statements were issued and has determined that there are no items to disclose other than the change of control described in “Introduction to the Business of the Company Post Change in Control” supra.
On January 3, 2026 Dominick F. Maggio resigned from the office of Chief Operating Officer of the Company.
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
This Management’s Discussion and Analysis of Financial Condition and results operations is based on the Company’s results prior to the change in control. See “Introduction to the Business of the Company Post Change in Control” supra.
Results of Operations
The Management’s Discussion and Analysis set forth below presents information for the Company before and after the change in control. See “Introduction to the Business of the Company Post Change in Control” supra.
The change in control occurred on August 28, 2025. The financial information contained herein reflects the fact that the Company’s business prior to August 28, 2025 was development and sale of music software and after August 28, 2025 was development of a technology platform for certification.
Results of Operations for the three months ended November 30, 2025, compared to November 30, 2024:
Revenues
For the three months ended November 30, 2025, and 2024, the Company generated total revenue of $1,100 having sold the Application Programming Interface (API) packages provided on its website and $8,842, respectively. The Company’s revenue decreased by $7,742, or 88%, compared to the prior year, primarily due to an overall decrease in business activity.
Operating expenses
Total expenses for the three months ended November 30, 2025, were $3,612 and $9,146 for the three months ended November 30, 2024, consisting of general and administrative expenses. Expenses decreased by $5,534, or 61%, for the three months ended November 30, 2025, primarily driven by lower marketing expenses.
Net Losses
The company recorded a net income (loss) of ($2,512) for the three months ending November 30, 2025, and ($304) for the three months ending November 30, 2024. The Company’s net income for the three months ended November 30, 2025, decreased compared to a net loss in the same period last year, primarily due to the factors discussed above.
Results of Operations for the nine months ended November 30, 2025, compared to November 30, 2024:
Revenues
For the nine months ended November 30, 2025, and 2024, the Company generated total revenue of $37,036 having sold the Application Programming Interface (API) packages provided on its website and $23,425, respectively. The Company’s revenue increased by $13,611, or 58%, compared to the prior year, primarily due to an overall increase in business activity and an expanded customer base.
Operating expenses
Total expenses for the nine months ended November 30, 2025, were $62,409 and $45,497 for the nine months ended November 30, 2024, consisting of general and administrative expenses. Expenses increased by $16,912, or 37%, for the nine months ended November 30, 2025, primarily driven by professional fees and marketing expenses.
Net Losses
The company recorded a net loss of $25,373 for the nine months ended November 30, 2025, and $22,072 for the nine months ended November 30, 2024. The Company’s net loss for the nine months ended November 30, 2025, increased to $3,301, or 15% compared to the same period last year, primarily due to the factors discussed above.
| 14 |
Liquidity and Capital Resources
As of November 30, 2025, we had no cash reserves of $0 and $13,861 of cash reserves as of February 28, 2025 and our total liabilities were $622 and $111,064 as of February 28, 2025, comprising no accounts payable compared to $27,150 as of February 28, 2025, no deferred revenue versus $10,880 as of February 28, 2025 and nothing owed to Rassul Sadakbayev, our former director which was $73,034 as of February 28, 2025). The available capital reserves of the Company are not sufficient for the Company to remain operational.
Shareholders’ equity (deficit) has increased from $5,400 as of February 28, 2025, to $98,042 as of November 30, 2025.
The Company has accumulated a deficit of $58,873 as of November 30, 2025, compared to $33,500 as of February 28, 2025, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
Net cash used in operating activities for the nine months ended November 30, 2025, was $7,836 compared to $7,836 for the nine months ended November 30, 2024.
Cash flows from investing activities for the nine months ended November 30, 2025, was $24,000 compared to $41,400 for the nine months ended November 30, 2024. The shift in investing activities indicated investment in long-term intangible assets.
Cash flows from financing activities for the nine months ended November 30, 2025, was $44,981 compared to $36,648 for the nine months ended November 30, 2024. Financing activities showed an increase in cash inflows due to additional funds under a loan agreement with the former Director of the Company.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Limited Operating History and Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated sufficient revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Not Applicable.
| 15 |
| Item 4. | Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation as of November 30, 2025, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(f) and 15d–15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 16 |
PART II – OTHER INFORMATION
| Item 1. | Legal Proceedings. |
During the period ending November 30, 2025, there were no pending or threatened legal actions against us.
| Item 1A. | Risk Factors. |
As a smaller reporting company, we are not required to provide the information required by this Item.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
See Note 4 following the financial statements, supra.
| Item 3. | Defaults Upon Senior Securities. |
Not Applicable.
| Item 4. | Mine Safety Disclosures. |
Not Applicable.
| Item 5. | Other Information. |
During the quarter ended November 30, 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. |
| 17 |
SIGNATURES
In accordance with the requirements of the Securities Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
MADE IN USA INC. | ||
| Date: January 9, 2026 | By: | /s/ Adam Reiser |
|
Name: Adam Reiser Title: Chief Executive Officer (Principal Executive Officer) | ||
|
MADE IN USA INC. | ||
| Date: January 9, 2026 | By: | /s/ John Polyak |
|
Name: John Polyak Title: Chief Financial and Accounting Officer (Principal Financial Officer) | ||
| 18 |
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Adam Reiser, certify that:
1. I have reviewed this Quarterly Report on
Form 10-Q of Made In USA Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation;
and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: January 9, 2026
By: /s/ Adam Reiser
Adam Reiser
Chief Executive Officer
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Polyak, certify that:
1. I have reviewed this Quarterly Report on
Form 10-Q of Made In USA Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation;
and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: January 9, 2026
By: /s/ John Polyak
John Polyak
Chief Financial and Accounting Officer
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 USC SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Adam Reiser, do hereby certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| 1. | The Quarterly Report on Form 10-Q of the Company for the quarter ended November 30, 2025, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: January 9, 2026
/s/ Adam Reiser
Adam Reiser
Chief Executive Officer
(Principal Executive Officer)
Exhibit 32.2
CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO 18 USC SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, John Polyak, do hereby certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| 1. | The Quarterly Report on Form 10-Q of the Company for the quarter ended November 30, 2025, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: January 9, 2026
/s/ John Polyak
John Polyak
Chief Financial and Accounting Officer
(Principal Accounting Officer)