U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Mark One

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

FOR THE QUARTERLY PERIOD ENDED 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 _______

COMMISSION FILE NO. 333-283342

ORBIT INNOVATIONS GROUP INC.

(Exact name of registrant as specified in its charter)

Wyoming

(State or other jurisdiction of incorporation)

7389

(Primary Standard Industrial Classification Code Number)

61-2142915

(IRS Employer Identification No.)

Vrabci 9

Prague, Czech Republic 18200

Tel: (307) 381-0288

(Address and telephone number of registrant's principal executive

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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	☒	Emerging growth company	☒
Smaller reporting company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☒

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class	Outstanding as of January 28, 2026
Common Stock, $0.001	3,197,375

ORBIT INNOVATIONS GROUP INC.

PART I FINANCIAL INFORMATION
ITEM 1	FINANCIAL STATEMENTS (UNAUDITED)	3
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11
ITEM 4	CONTROLS AND PROCEDURES	11
PART II OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	12
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	12
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	12
ITEM 4	MINE SAFETY DISCLOSURES	12
ITEM 5	OTHER INFORMATION	12
ITEM 6	EXHIBITS	13
	SIGNATURES	14

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ORBIT INNOVATIONS GROUP INC.
BALANCE SHEET

	DECEMBER 31, 2025			SEPTEMBER 30, 2025
	(UNAUDITED)			(AUDITED)
ASSETS
Current Assets
Cash and cash equivalents	$	42,449		$	32,127
Total for Current Assets	$	42,449		$	32,127
Long-term assets
Intangible asset – Website	$	2,400		$	2,550
Total for Long-term assets	$	2,400		$	2,550
Total for ASSETS	$	44,849		$	34,677
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable
Accounts payable	$	-		$	6,000
Total for Accounts Payable	$	-		$	6,000
Loan from related party	$	6,515		$	5,707
Deferred Revenue	$	20,000		$	-
Total for Current Liabilities	$	26,515		$	11,707
Non-current Liabilities
Shareholder's Equity
Common stock, $0.001 par value, 75,000,000 shares authorized; 3,197,375 and 3,060,875 shares issued and outstanding as of December 31, 2025 and September 30, 2025	$	3,197		$	3,061
Additional Paid-In Capital	$	25,272		$	20,158
Retained Earnings	$	(10,135	)	$	(249	)
Total for Shareholder's Equity	$	18,334		$	22,970
Total for LIABILITIES AND STOCKHOLDERS’ EQUITY	$	44,849		$	34,677

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

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ORBIT INNOVATIONS GROUP INC.
STATEMENT OF OPERATIONS
(UNAUDITED)

	Three months ended December 31, 2025			Three months ended December 31, 2024
REVENUE	$	-		$	-

OTHER INCOME
Exchange Gain	$	31		$	-
Total for other Income	$	31		$	-
OPERATING EXPENSES
Bank charges	$	1,065		$	397
Legal and professional fees	$	8,702		$	7,353
Website amortization	$	150		$	-
Total for operating expenses	$	9,917		$	7,749
OTHER EXPENSES
Exchange Loss	$	-		$	62
Total for other Expenses	$	-		$	62
INCOME (LOSS) BEFORE INCOME TAXES	$	(9,886	)	$	(7,811	)
Provision for income taxes	$	-		$	-
NET INCOME (LOSS)	$	(9,886	)	$	(7,811	)
Income (Loss) per common share
Basic and Diluted:	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding
Basic and Diluted:		3,146,804			2,544,000

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

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ORBIT INNOVATIONS GROUP INC.
STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)
FOR THE THREE MONTHS PERIODS ENDED DECEMBER 31, 2024 AND 2025
(UNAUDITED)

	Common stock				Additional Paid-In-		Accumulated Income
	Shares		Amount		Capital		(Deficit)			Total
Balance as of September 30, 2024		2,544,000	$	2,544			$	(544	)	$	2,000.00
Shares issued during the period						-		-		$	-
Net income (loss)		-				-	$	(7,811	)	$	(7,811	)
Balance as of December 31, 2024		2,544,000	$	2,544		-	$	(8,355	)	$	(5,811	)

Balance as of September 30, 2025		3,060,875	$	3,061	$	20,158	$	(249	)	$	22,970
Shares issued during the period		136,500	$	137	$	5,114				$	5,250
Net income (loss)							$	(9,886	)	$	(9,886	)
Balance as of December 31, 2025		3,197,375	$	3,197	$	25,272	$	(10,135	)	$	18,334

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

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ORBIT INNOVATIONS GROUP INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)

	Three months ended December 31, 2025			Three months ended December 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	(9,886	)	$	(7,811	)
Amortization expenses	$	150		$	-
Increase (Decrease) in Operating Liabilities:
Accounts payable	$	(6,000	)	$	3,000
Deferred Revenue	$	20,000		$	-
Net cash from operating activities	$	4,264		$	(4,811	)
CASH FLOWS FROM INVESTING ACTIVITIES
Website	$	-		$	(3,000	)
Net cash used in investing activities	$	-		$	(3,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan from related party	$	808		$	5,707
Proceeds from Issuance of Common Stock	$	5,250		$	-
Net cash provided by financing activities	$	6,058		$	5,707
Change in cash and equivalents	$	10,323		$	(2,104	)
Cash at Beginning of Period	$	32,127		$	2,000
Cash at End of Period	$	42,449		$	(104	)
Supplemental schedule of cash flow information:
Cash Paid for:
Interest	$	-		$	-
Income Tax	$	-		$	-

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

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ORBIT INNOVATIONS GROUP INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED DECEMBER 31, 2025

NOTE 1 – ORGANIZATION AND BUSINESS

ORBIT INNOVATIONS GROUP INC. (the “Company”) was incorporated under the laws of the State of Wyoming on December 7, 2023. The Company’s fiscal year ends on September 30. The Company provides interior, exterior, landscape, and brand design services.

NOTE 2 – GOING CONCERN

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) applicable to a going concern, which contemplates the realization of assets and the settlement of liabilities in the ordinary course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. During the three months ended December 31, 2025, the Company incurred a net loss and continues to fund its operations primarily through advances from related parties and proceeds from equity issuances.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources through continued financial support from management and shareholders and, as needed, by seeking additional third-party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing its plans. The accompanying unaudited financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

New Accounting Pronouncements

Management continues to evaluate the impact of recently issued but not yet effective accounting pronouncements, and will adopt them as required. No recently issued accounting standards are expected to have a significant impact on the Company’s financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. As of December 31, 2025, the Company’s cash and cash equivalents consist primarily of deposits with financial institutions.

Foreign Currency Transactions

The Company’s functional currency is the U.S. dollar. Transactions denominated in currencies other than the U.S. dollar are recorded at the exchange rate in effect on the date of the transaction. Monetary assets and liabilities in foreign currencies are remeasured at the end of each reporting period using the prevailing exchange rate. Any resulting foreign exchange gains or losses are included in the statement of operations under “Foreign Exchange Gain/Loss.” When a foreign currency account is settled or closed, any remaining balance due to cumulative exchange rate differences is recognized in the period in which the settlement occurs.

Intangible Assets

The Company capitalizes costs directly attributable to the acquisition and development of intangible assets. The Company’s website is considered a finite-lived intangible asset and is recorded at its historical cost of $3,000, less accumulated amortization and any impairment losses. As of December 31, 2025, the website’s net carrying value was $2,400, reflecting accumulated amortization of $600. The website is being amortized on a straight-line basis over an estimated useful life of five years.

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Amortization of Intangible Assets

Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company amortizes the website cost over five years, with amortization calculated and recorded monthly. This results in a monthly amortization expense of $50, recognized in the Statement of Operations. The Company periodically reviews the estimated useful lives and amortization methods to ensure they remain appropriate and reflect the assets’ expected consumption of economic benefits.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606 – Revenue from Contracts with Customers. Under this standard, revenue is recognized when control of a promised good or service is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company evaluates each contract to determine:

	·	The existence of enforceable rights and obligations;
	·	Whether performance obligations are satisfied over time or at a point in time;
	·	The appropriate transaction price;
	·	Allocation of the transaction price to performance obligations; and
	·	The point at which control transfers to the customer.

For the three months ended December 31, 2025, the Company did not recognize any revenue from architectural and design services because the related performance obligations had not been satisfied as of the reporting date. The Company recognizes revenue for these services at a point in time upon completion and customer acceptance of the final deliverables in accordance with the contract terms.

During the three months ended December 31, 2025, the Company received customer payments in connection with an Architectural and Design Services Contract dated October 10, 2025. Because the Company had not yet satisfied its performance obligations as of December 31, 2025, the payments received were recorded as deferred revenue (contract liability).

Deferred revenue consisted of the following:

	·	Contract liability balance at September 30, 2025: $0
	·	Payments received and recorded as deferred revenue: $20,000
	·	Revenue recognized during the period: $0
	·	Contract liability balance at December 31, 2025: $20,000

Fair Value of Financial Instruments

Accounting Standards Codification (“ASC”) 825, “Disclosures about Fair Value of Financial Instruments,” requires the disclosure of fair value information for certain financial instruments. ASC 820, “Fair Value Measurements,” defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon market assumptions and pertinent information available to management as of December 31, 2025.

Earnings per Share

The Company follows the guidance of ASC 260, “Earnings Per Share,” which governs the calculation, presentation, and disclosure of earnings (loss) per share for entities with publicly traded common stock.

Basic loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the reporting period. Since the Company has no dilutive securities, diluted loss per share is identical to basic loss per share.

Rounding Policy

All amounts in these financial statements are presented in U.S. dollars and rounded to the nearest dollar, unless otherwise indicated.

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NOTE 4 – RELATED PARTY TRANSACTIONS

Since inception (December 7, 2023) and through December 31, 2025, the Company has relied on advances from its sole officer and director to fund operating and administrative activities. These advances represent payments made by the director on behalf of the Company to cover incorporation costs, professional service fees, and other general expenses. The advances are unsecured, non-interest bearing, and due on demand, and are intended to serve as short-term financing until the Company can generate sufficient operating cash flows, obtain equity financing, or secure external funding.

Since inception (December 7, 2023) and through December 31, 2025, the sole officer and director advanced a total of $6,515 to the Company. As of December 31, 2025, the entire balance remained outstanding and is presented as a current liability in the accompanying balance sheet.

There is no formal written agreement or continuing commitment from the director or any other related party to provide additional financial support, and no promissory note has been executed in connection with these advances.

NOTE 5 – STOCKHOLDERS’ EQUITY

As of December 31, 2025 and September 30, 2025, the Company had 3,197,375 and 3,060,875 shares of common stock issued and outstanding, respectively.

During the three months ended December 31, 2025, the Company issued 136,500 shares of common stock for net proceeds of $5,250, after deducting equity issuance costs of $210.

There were no other changes to the Company’s authorized capital structure during the period.

NOTE 6 - INCOME TAXES

The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting bases and the tax bases of assets and liabilities.

For the three months ended December 31, 2025, the Company recorded no provision for income taxes, as the Company incurred a pretax loss for the period and did not record a current income tax payable. As of December 31, 2025, the Company did not record a net deferred tax asset, as management determined that it is more-likely-than-not that any deferred tax assets would not be realized; accordingly, a valuation allowance would offset such deferred tax assets.

Management will continue to evaluate the Company’s income tax position and the realizability of deferred tax assets in future periods.

NOTE 7 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from December 31, 2025 to the date the financial statements were issued and has determined that there are no items to disclose.

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PART I. FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

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.

DESCRIPTION OF BUSINESS

Orbit Innovations Group Inc. was incorporated under the laws of the State of Wyoming on December 7, 2023. The Company’s fiscal year ends on September 30. We are a development-stage company engaged in developing interior, exterior, landscape, and brand design projects.

RESULTS OF OPERATIONS

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.

As of December 31, 2025, our total assets were $44,849 compared to $34,677 in total assets at September 30, 2025. As of December 31, 2025, our total liabilities were $26,515 compared to $11,707 in total liabilities at September 30, 2025.

Stockholders’ equity was $18,334 as of December 31, 2025 compared to stockholders’ equity of $22,970 as of September 30, 2025.

Three Month Period Ended December 31, 2025

Revenue

We did not generate any revenue during the three-month period ended December 31, 2025. By comparison, we did not generate any revenue during the three-month period ended December 31, 2024, when we were still in the early formation stage.

Operating Expenses

For the three months ended December 31, 2025, our total operating expenses were $9,917, primarily comprised of legal and professional fees and general administrative costs, compared to $7,749 for the three-month period ended December 31, 2024.

Other Income or Expenses

We incurred a foreign exchange gain of $31 for the three months ended December 31, 2025. By comparison, we incurred a foreign exchange loss of $62 for the three months ended December 31, 2024.

Net Loss

As a result of incurring expenses without any revenue, we recorded a net loss of $9,886 for the three-month period ended December 31, 2025, compared to a net loss of $7,811 for the same period in 2024.

PLAN OF OPERATION AND FUNDING

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

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Existing working capital, further advances and debt instruments, and anticipated cash flows are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures related to the acquisition of design software, developmental expenses associated with a start-up business, and marketing expenses. We intend to finance these expenses through further issuances of securities and debt. Thereafter, we expect to need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders and may include securities with rights, preferences, or privileges senior to our common stock. Additional financing may not be available on acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business opportunities, which could significantly and materially restrict our business operations.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent registered public accounting firm auditors' report accompanying our September 30, 2025 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. Management has a disclosure in the financial statements to this effect as well. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the three-month period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No senior securities were issued and outstanding during the three-month period ended December 31, 2025.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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SIGNATURES

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

Signature	Title	Date

/s/ Svetlana Belychova
Svetlana Belychova	President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer)	January 28, 2026

Orbit Innovations Group Inc. 10-Q