UNITED STATES

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 April 30, 2025

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

For the quarterly period ended April 30, 2024

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

Commission File No. 333-213698

BRILLIANT N.E.V. CORP.

(Exact name of registrant as specified in its charter)

Nevada	30-0944559
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Room 805, West Building 4, Xintiandi Business Center, Gongshu District, Hangzhou City, Zhejiang Province, China 95035

Gongshu District, Hangzhou City, Zhejiang Province, China 95035

(Address of principal executive offices)

Registrant’s telephone number, including area code: +86-189-1098-4577

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 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.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of April 830, 2026, there were 153,105,464 shares of Common Stock, $0.001 par value per share, outstanding.

Table of Contents

Table of Contents

PART I – FINANCIAL INFORMATION 23 Item 1. Financial Statements 23 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 54 Item 3. Quantitative and Qualitative Disclosures About Market Risk 75 Item 4. Controls and Procedures 75 PART II – OTHER INFORMATION 86 Item 1. Legal Proceedings 86 Item 1A. Risk Factors 86 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 86 Item 3. Defaults Upon Senior Securities 86 Item 4. Mine Safety Disclosures 86 Item 5. Other Information 86 Item 6. Exhibits 86

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BRILLIANT N.E.V. CORP.

INDEX TO CONDENSED FINANCIAL STATEMENTS

Condensed Balance Sheets as of April 30, 2024 (Unaudited) and July 31, 2023 (Audited)	F-1
Condensed Balance Sheets as of April 30, 2025 (Unaudited) and July 31, 2024 (Audited)	F-1
Condensed Statements of Operations for the Three and Nine Months Ended April 30, 2024 and 2023 (Unaudited)	F-2
Condensed Statements of Operations for the Three and Nine Months Ended April 30, 2025 and 2024 (Unaudited)	F-2
Condensed Statement of Changes in Stockholders’ Deficit for the Nine Months Ended April 30, 2024 and 2023 (Unaudited)	F-3
Condensed Statement of Changes in Stockholders’ Deficit for the Nine Months Ended April 30, 2025 and 2024 (Unaudited)	F-3
Condensed Statements of Cash Flows for the Nine Months Ended April 30, 2024 and 2023 (Unaudited)	F-4
Condensed Statements of Cash Flows for the Nine Months Ended April 30, 2025 and 2024 (Unaudited)	F-4
Notes to Condensed Financial Statements (Unaudited)	F-5

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BRILLIANT N.E.V CORP.

~~CONDENSED~~ BALANCE SHEETS

(Unaudited)

	April 30, 2024			July 31, 2023
	April 30, 2025			July 31, 2024
ASSETS
CURRENT ASSETS
Cash and equivalents	$	8,846		$	1,302
Cash	$	6,347		$	7,972
Total current assets	$	86,~~846~~347			17,~~302~~972
TOTAL ASSETS	$	86,~~846~~347		$	17,~~302~~972
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	~~1,117~~-		$	~~2,321~~99
Loans - the related party		49,145			4,382
Loan from related party		49,145			49,145
Total current liabilities		5049,~~262~~145			649,~~703~~244
TOTAL LIABILITIES		5049,~~262~~145			649,~~703~~244
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $0.001 par value; authorized 345,000,000 shares; 153,105,464 shares issued and outstanding at April 30, 2024 and July 31, 2023		153,105			153,105
Common stock, $0.001 par value; authorized 345,000,000 shares; 153,105,464 shares issued and outstanding at April 30, 2025 and July 31, 2024		153,105			153,105
Additional paid-in capital		114,333			114,333
Accumulated deficit		(~~308~~310,~~854~~236	)		(~~272~~308,~~839~~710	)
TOTAL STOCKHOLDERS' DEFICIT		(41,416	)		(5,401	)
TOTAL EQUITY (DEFICIT)		(42,798	)		(41,272	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	8,846		$	1,302
TOTAL LIABILITIES AND EQUITY (DEFICIT)	$	6,347		$	7,972

See accompanying notes to the condensed financial statements.

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BRILLIANT N.E.V. CORP.

STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended April 30,						For the nine months ended April 30,
	2024			2023			2024			2023
	2025			2024			2025			2024
Revenues	$	-		$	-		$	-		$	-
Cost of goods sold		-			-			-			-
Gross profit (loss)		-			-			-			-
EXPENSES
Research and development expenses		0			11,943			0			53,477
Professional fees		-			11,000			-			36,015
General and administrative Expenses		9,781			66,061			36,015			187,617
General and administrative expenses		500			2,018			1,526			-
Total Operating expenses		9,781			78,004			36,015			241,094
Total operating expenses		500			13,018			1,526			36,015
Interest income		0			17			0			39
LOSS FROM CONTINUING OPERATIONS		(500	)		(13,018	)		(1,526	)		(36,015	)
Total Non Operating income (loss)		0			17			0			39
Net loss before tax		(500	)		(13,018	)		(1,526	)		(36,015	)
LOSS FROM CONTINUING OPERATIONS		(9,781	)		(77,987	)		(36,015	)		(241,055	)
LOSS FROM DISCONTINUED OPERATIONS		-			-			-			-
Net loss before tax		(9,781	)		(77,987	)		(36,015	)		(241,055	)
Provision for income taxes		-			-			-			-
NET LOSS	$	(~~9,781~~500	)	$	(7713,~~987~~018	)	$	(361,~~015~~526	)	$	(~~241~~36,~~055~~015	)
OTHER COMPREHENSIVE ITEM
NET LOSS PER COMMON SHARE FROM OPERATIONS - BASIC & DILUTED	$	-		$	-		$	-		$	-
Foreign currency translation gain (loss)		-			-			-		$	7,896
COMPREHENSIVE LOSS	$	(9,781	)	$	(77,987	)	$	(36,015	)	$	(233,159	)
NET LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS - BASIC & DILUTED	$	0.00		$	0.00		$	0.00		$	0.00
NET LOSS PER COMMON SHARE FROM DISCONTINUED OPERATIONS - BASIC & DILUTED	$	-		$	-		$	-		$	-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC & DILUTED		153,105,464			153,105,464			153,105,464			153,105,464

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

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BRILLIANT N.E.V CORP.

~~CONDENSED~~CONSOLIDATED ~~STATEMENTS~~STATEMENT OF CHANGES IN SHAREHOLDERS'’ DEFICIT

For the nine months ended April 30, ~~2024~~2025 and ~~2023~~ 2024

	Common Stock				Additional paid		Accumulated Other Comprehensive			Accumulated
	Shares		amount		in capital		Income(Loss)			Deficit			TOTAL
Balance, July 31, 2023		153,105,464	$	153,105	$	114,333	$	-		$	(272,839	)	$	(5,401	)
Net Loss		-		-		-		-			(13,216	)		(13,216	)
Balance, October 31, 2023		153,105,464	$	153,105	$	114,333	$	-		$	(286,055	)	$	(18,617	)
Net Loss		-		-		-		-			(13,018	)		(13,018	)
Balance, January 31, 2024		153,105,464	$	153,105	$	114,333	$	-		$	(299,073	)	$	(31,635	)
Net Loss		-		-		-		-			(9,781	)		(9,781	)
Balance April 30, 2024		153,105,464	$	153,105	$	114,333	$	-		$	(308,854	)	$	(41,416	)
Balance, July 31, 2022		153,105,464	$	153,105	$	213,251	$	12,058		$	(876,571	)	$	(498,157	)
Currency translation		-		-		-		23,155			-			23,155
Net loss		-		-		-		-			(93,223	)		(93,223	)
Balance, October 31, 2022		153,105,464	$	153,105	$	213,251	$	35,213		$	(969,794	)	$	(568,225	)
Currency translation		-		-		-		(27,194	)		-			(27,194	)
Net loss		-		-		-		-			(69,845	)		(69,845	)
Balance, January 31, 2023		153,105,464	$	153,105	$	213,251	$	8,019		$	(1,039,639	)	$	(665,264	)
Currency translation		-		-		-		11,935			-			11,935
Net loss		-		-		-		-			(77,987	)		(77,987	)
Balance, April 30, 2023		153,105,464	$	153,105	$	213,251	$	19,954		$	(1,117,626	)	$	(731,316	)

(Unaudited)


	Common Stock				Additional Paid in		Accumulated
	Share		Amount		Capital		Deficit			TOTAL
Balance, July 31, 2023		153,105,464	$	153,105	$	114,333	$	(272,839	)	$	(5,401	)
Net Loss		-		-		-		(13,216	)		(13,216	)
Balance, October 31, 2023	$	153,105,464	$	153,105	$	114,333	$	(286,055	)	$	(18,617	)
Net Loss		-		-		-		(13,018	)		(13,018	)
Balance, January 31, 2024	$	153,105,464	$	153,105	$	114,333	$	(299,073	)	$	(31,635	)
Net Loss		-		-		-	$	(9,781	)	$	(9,781	)
Balance, April 30, 2024	$	153,105,464	$	153,105	$	114,333	$	(308,854	)	$	(41,416	)

Balance, July 31, 2024		153,105,464	$	153,105	$	114,333	$	(308,710	)	$	(41,272	)
Net loss		-		-		-		(500	)		(500	)
Balance, October 31, 2024		153,105,464		153,105		114,333	$	(309,210	)	$	(41,772	)
Net Loss		-		-		-		(526	)		(526	)
Balance, January 31, 2025		153,105,464	$	153,105	$	114,333	$	(309,736	)	$	(42,298	)
Net Loss		-		-		-		(500	)		(500	)
Balance, April 30, 2025		153,105,464	$	153,105	$	114,333	$	(310,236	)	$	(42,798	)

See accompanying notes to the condensed financial statements.

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BRILLIANT N.E.V. CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine months ended April 30,
	For the nine months ended
	2024			2023
	April 30, 2025			April 30, 2024
Operating activities
Net loss	$	(361,~~015~~526	)		(~~241~~36,~~055~~015	)
Lease expense					42,883
Changes in assets and liabilities:
Prepaid expense					212
Accounts payable		(99	)		(1,204	)
Accounts payable		(1,204	)		2,354
Net cash used in operating activities		(1,625	)		(37,219	)
Net cash used in operating activities		(37,219	)		(195,606	)
Financing activities
Loans from related party		~~44,763~~-			~~200~~44,~~552~~763
Total net cash provided by financing activities		~~44,763~~-			~~200~~44,~~552~~763
Effect of exchange rate change		-			(463	)
Net increase in cash		(1,625	)		7,544
Net increase in cash		7,544			4,483
Cash at beginning of period	$	7,972		$	1,302
Cash at beginning of period	$	1,302		$	19,511
Cash at end of the period	$	6,347		$	8,846
Cash at end of the period	$	8,846		$	23,994

See accompanying notes to the condensed financial statements.

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BRILLIANT N.E.V. CORP.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Brilliant N.E.V. Corp. (formerly Clancy Corp.) (the “Company”) was incorporated in the State of Nevada on March 22, 2016. Except where the context otherwise requires, references to the “Company” include its subsidiaries.

In April 2020, the Company established Shanghai Clancy Enterprise Management Co., Ltd. (“Shanghai Clancy”), a wholly foreign-owned enterprise in Shanghai, China. Shanghai Clancy subsequently established Beijing Clancy Information Technology Co., Ltd. (“Beijing Clancy”) as its wholly owned subsidiary in Beijing, China.

The Company previously operated in China through its subsidiaries. In June 2023, in connection with a change in control of the Company pursuant to a stock purchase agreement, the Company ceased the operations of its China subsidiaries. In October 2023, the Company, Shanghai Clancy, and Hongshan Yuanda Limited entered into an agreement pursuant to which all of the Company’s rights, title and interest in and to Shanghai Clancy, including its ownership of Beijing Clancy, were transferred to Hongshan Yuanda Limited, effective as of June 30, 2023. As of the effective date of the transfer, Shanghai Clancy had no operations and no assets, and all liabilities were assigned to the transferee.

In July 2023, the Company changed its name from Clancy Corp. to Brilliant N.E.V. Corp.

As of April 30, ~~2024~~2025, the Company had not commenced any new business ~~operations~~ operations and remained a shell company, with no or only nominal operations and nominal assets other than cash.

NOTE 2 – GOING CONCERN

The accompanying unaudited condensed financial statements have been ~~prepared~~ prepared assuming that the Company will continue as a going concern. For the nine months ended April 30, ~~2024~~2025, the Company incurred a net loss, had an accumulated deficit, and experienced negative cash flows from operating activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management intends to address these conditions through capital raising efforts, related-party support, and the pursuit of suitable business opportunities or strategic transactions. However, there can be no assurance that the Company will be successful in these efforts.

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NOTE 3 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed financial statements have been ~~prepared~~ prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the instructions to to Form 10-Q, and Rule 10-01 of Regulation S-X. ~~Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.~~ In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation ~~of the interim financial statements~~ have been included. The results of operations for the three and nine months ended April 30, ~~2024~~2025 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, ~~2024~~2025 or for any future interim period.

These unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, ~~2023~~2024.

The Company’s fiscal year end is July 31.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported ~~amounts~~in ofthe ~~assets~~financial statements and ~~liabilities~~accompanying ~~and~~notes. ~~the~~Actual results ~~disclosure~~could ofdiffer ~~contingent assets~~from ~~and~~those ~~liabilities~~estimates. atThere ~~the~~have ~~date~~been ofno material changes in the ~~financial~~Company’s ~~statements,~~critical asaccounting ~~well~~policies asand estimates from those disclosed in the ~~reported~~Company’s ~~amounts~~Annual ofReport ~~expenses~~on ~~during~~Form ~~the~~10-K ~~reporting~~for ~~period. Actual~~the ~~results~~fiscal ~~could~~year ~~differ~~ended ~~from~~July ~~those~~31, ~~estimates~~2024.

Income Taxes

Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue ~~from~~ from Contracts with Customers. Under ASC 606, revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. As of April 30, ~~2024~~2025, the Company had not commenced new business operations and did not recognize revenue during the three and nine months then ended.

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Cash and Cash Equivalents

The Company considers all highly liquid investments with the original ~~maturities~~ maturities of three months or less to be cash equivalents. The Company had $86,~~846~~347 in cash and equivalents as of April 30, ~~2024~~2025 and $17,~~302~~ 972 as of July 31, ~~2023~~2024.

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses on such accounts.

Leases

The Company determines whether an arrangement contains a lease at inception. Right-of-use assets and lease liabilities are recognized for leases with terms greater than twelve months based on the present value of lease payments over the lease term. The Company does not recognize right-of-use assets or lease liabilities for short-term leases. As of April 30, ~~2024~~2025, the Company had no material lease arrangements requiring recognition under ASC 842.

Foreign Currency Translation

Prior to the cessation and transfer of its former China subsidiaries, ~~the~~ the financial statements of those subsidiaries were measured using the local currency, Renminbi (“RMB”), as the functional currency. The reporting currency of the Company is the United States dollar (“USD”). In connection with the cessation of the China operations in June 2023 and the subsequent transfer of Shanghai Clancy and its subsidiary effective June 30, 2023, the Company no longer had active foreign operations as of April 30, ~~2024~~2025. Accordingly, no foreign currency translation adjustment was recorded for the three and nine months ended April 30, ~~2024~~2025.

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Basic and Diluted Net Loss Per Share

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted net loss per share is the same as basic net loss per share for the periods presented because any potentially dilutive instruments would be anti-dilutive. As of April 30, ~~2024~~2025 and July 31, ~~2023~~2024, the Company had no potentially dilutive securities outstanding.

Comprehensive Loss

The Company follows ASC 220, Comprehensive Income. Comprehensive loss includes all changes in equity during a period except those resulting from investments by and distributions to stockholders. For the three and nine months ended April 30, ~~2024~~2025, comprehensive loss was equal to net loss.

Financial Instruments

The carrying amounts of financial instruments such as cash, accounts payable, accrued liabilities, and advances approximate fair value because of the short-term nature of those instruments.

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Recently Adopted Accounting Pronouncements

Management has reviewed recently issued accounting pronouncements and determined that there are no recently issued accounting standards not yet adopted that are expected to have a material effect on the Company’s financial statements.

No Material Changes in Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies from those disclosed in the Company’s ~~Quarterly~~Annual Report on Form 10-QK for the ~~quarter~~fiscal year ended ~~January~~July 31, 2024.

NOTE 4 – ~~DISCONTINUED~~RELATED ~~OPERATIONS~~PARTY TRANSACTIONS

InThe ~~June~~Company’s ~~2023,~~Chief inFinancial ~~connection~~Officer ~~with~~has afunded ~~change in control of~~ the Company from ~~pursuant~~time to atime ~~stock~~for ~~purchase~~working ~~agreement,~~capital ~~the~~and ~~Company~~operating ~~ceased~~expenses ~~the~~on ~~operations~~an ofas-needed ~~its China subsidiaries~~basis. InDuring ~~October 2023,~~ the ~~Company,~~nine ~~Shanghai Clancy~~months ~~Enterprise~~ended ~~Management~~April ~~Co.~~30, ~~Ltd.~~2025, ~~and~~no ~~Hongshan~~additional advances ~~Yuanda~~were ~~Limited~~made ~~entered into an agreement pursuant~~ to ~~which~~the ~~all~~Company. As of ~~the~~April ~~Company’s rights~~30, ~~title~~2025 and ~~interest~~July in31, ~~and~~2024, tothe ~~Shanghai~~amounts ~~Clancy,~~due ~~including~~to ~~its~~the ~~ownership~~Chief ofFinancial ~~Beijing~~Officer ~~Clancy~~were ~~Information~~$49,145 and ~~Technology Co.~~$49,145, ~~Ltd~~respectively., ~~were transferred~~These toadvances ~~Hongshan~~were ~~Yuanda Limited~~unsecured, ~~effective~~non-interest asbearing, ofand ~~June~~due ~~30,~~on ~~2023~~demand.

AsNOTE of5 ~~April~~– ~~30,~~INCOME ~~2024, the Company had no continuing operations in China.~~TAXES

~~NOTE~~The 5Company –accounts ~~COMMITMENTS~~for ~~AND~~income ~~CONTINGENCIES~~taxes in accordance with ASC 740, Income Taxes. As of April 30, 2025, management believes that it is more likely than not that the Company’s deferred tax assets, if any, will not be realized, and accordingly a full valuation allowance has been recorded against such deferred tax assets. The Company did not record a material income tax provision for the interim period presented. As of April 30, 2025, the Company had net operating loss of approximately $310,236 for U.S. federal income tax purposes.

~~There~~NOTE ~~have~~6 ~~been no material changes to the Company’s commitments and contingencies from those disclosed in the Company’s Annual Report on Form 10~~-K ~~for~~SUBSEQUENT ~~the fiscal year ended July 31, 2023. As of April 30, 2024, the Company had no ongoing lease right-of-use assets or lease liabilities.~~EVENTS

NOTE 6 – RELATED PARTY TRANSACTIONS

During the nine months ended April 30, 2024, the Company’s Chief Financial Officer advanced $44,763 to the Company for working capital and operating expenses. As of April 30, 2024 and July 31, 2023, the amounts due to the Chief Financial Officer were $49,145 and $4,382, respectively. These advances were unsecured, non-interest bearing, and due on demand.

NOTE 7 – INCOME TAXES

The Company accounts for income taxes in accordance with ASC 740, Income Taxes. As of April 30, 2024, management believes that it is more likely than not that the Company’s deferred tax assets, if any, will not be realized, and accordingly a full valuation allowance has been recorded against such deferred tax assets. The Company did not record a material income tax provision for the period.

NOTE 8 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date the financial statements were available to be issued. Based on this evaluation, the Company has determined that there were no material subsequent events requiring recognition or disclosure in these financial statements, except as disclosed elsewhere in this Quarterly Report on Form 10-Q.

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

The following discussion and analysis should be read in conjunction ~~with~~ with the unaudited condensed financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, ~~2023~~2024.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans, or intentions.

These forward-looking statements include, but are not limited to, statements regarding the Company’s ability to continue as a going concern, raise additional capital, identify and complete a business combination, acquisition, or other strategic transaction, develop business operations, and achieve profitability. Forward-looking statements are based on management’s current expectations, assumptions, and beliefs and are subject to a number of risks, uncertainties, and changes in circumstances that are difficult to predict and are often outside the Company’s control. Actual results may differ materially from those expressed or implied by these forward-looking statements due to a variety of factors, including, but not limited to, the Company’s limited operating history, lack of revenues, need for additional financing, ability to maintain compliance with its reporting obligations, and ability to identify and execute a suitable strategic transaction.

The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q, except as required by law.

Overview

The Company had no operating revenue during the three and nine months ~~ended~~ ended April 30, ~~2024~~2025. In June 2023, in connection with a change in control, the Company ceased the operations of its China subsidiaries, and effective June 30, 2023, the Company’s interests in those subsidiaries were transferred to a third party. As of April 30, ~~2024~~2025, the Company had not commenced any new business operations and remained a shell company, with no or only nominal operations and nominal assets other than cash. The Company is evaluating potential business opportunities, but as of April 30, ~~2024~~2025 had not entered into any transaction that resulted in a change in its shell company status.

Results of Operations

Three Months Ended April 30, ~~2024~~2025 Compared to Three Months Ended ~~April~~ April 30, ~~2023~~2024

The Company did not generate any revenue during the three months ended April 30, ~~2024~~2025 or April 30, ~~2023~~2024.

Operating expenses for the three months ended April 30, ~~2024~~2025 consisted primarily of ~~professional fees, filing and compliance costs, and other~~ general and administrative expenses associated with maintaining the Company’s ~~status as a public~~ reporting ~~company~~obligations. Operating expenses for the comparable prior-year period ~~included~~consisted ~~similar~~primarily ~~public company~~of ~~and~~professional ~~administrative~~fees ~~expenses,~~and asgeneral ~~well as expenses attributable to the Company’s former operations in China prior to the cessation~~ and ~~spin-off~~administrative ~~of those operations~~expenses.

The Company reported a net loss of $~~9,781~~500 for the three months ended ~~April~~ April 30, ~~2024~~2025, compared to a net loss of $7713,~~987~~018 for the three months ended April 30, ~~2023~~2024. The ~~change~~decrease in net loss from period to period was primarily attributable to ~~the~~lower ~~cessation~~professional ~~of the Company’s former China operations~~ and ~~changes in professional fees,~~ compliance ~~costs,~~ ~~and other general and administrative~~ expenses.

5Nine Months Ended April 30, 2025 Compared to Nine Months Ended April 30, 2024

The Company did not generate any revenue during the nine months ended April 30, 2025 or April 30, 2024.

Operating expenses for the nine months ended April 30, 2025 consisted primarily of general and administrative expenses associated with maintaining the Company’s reporting obligations. Operating expenses for the comparable prior-year period consisted primarily of professional fees and general and administrative expenses.

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~~Nine~~The ~~Months~~Company ~~Ended~~reported ~~April~~a net loss of $1,526 for the nine months ended April 30, ~~2024~~2025, ~~Compared~~compared to ~~Nine~~a ~~Months~~net ~~Ended~~loss of $36,015 for the nine months ended April 30, ~~2023~~2024. The decrease in net loss from period to period was primarily attributable to lower professional and compliance expenses.

The Company did not generate any revenue during the nine months ended April 30, 2024 or April 30, 2023.

Operating expenses for the nine months ended April 30, 2024 consisted primarily of professional fees, filing and compliance costs, and other general and administrative expenses associated with maintaining the Company’s public company status. Operating expenses for the comparable prior-year period included similar public company and administrative costs, together with expenses associated with the Company’s former operations in China prior to the cessation and spin-off of those operations.

The Company reported a net loss of $36,015 for the nine months ended April 30, 2024, compared to a net loss of $241,055 for the nine months ended April 30, 2023. The change in net loss was primarily due to the cessation and spin-off of the Company’s former China operations and the Company’s continued incurrence of public company, compliance, and administrative expenses.

Liquidity and Capital Resources

As of April 30, ~~2024~~2025, the Company had cash and cash equivalents of $86,~~846~~347, compared to $17,~~302~~972 as of July 31, ~~2023~~2024. AsThe ~~of April 30, 2024, the~~ Company had limited cash and working capital and had not generated revenue from operations.

~~The~~Net ~~accompanying~~cash ~~unaudited~~used ~~condensed~~in ~~financial~~operating ~~statements~~activities ~~have~~during ~~been prepared assuming~~ the ~~Company~~nine ~~will~~months ~~continue~~ended asApril 30, a2025 ~~going~~was ~~concern.~~$1,625 ~~The~~and ~~Company~~was ~~has~~primarily ~~incurred~~attributable ~~recurring~~to ~~losses,~~the ~~had~~Company’s net anloss ~~accumulated deficit,~~ and ~~experienced~~changes ~~negative~~in ~~cash~~working ~~flows from operating activities~~capital. AsThe aCompany ~~result,~~did ~~substantial~~not ~~doubt~~have ~~exists~~financing ~~about~~activities during the ~~Company’s ability to continue as a going concern~~period.

~~Net~~The ~~cash~~accompanying ~~used~~unaudited incondensed ~~operating~~financial ~~activities~~statements ~~during~~have ~~the~~been ~~nine months ended~~prepared ~~April~~assuming ~~30, 2024 was $37,219 and was primarily attributable to~~ the Company’s ~~net~~will ~~loss~~continue ~~and~~as ~~changes~~a ingoing ~~working capital~~concern. The Company ~~did~~ ~~not~~has ~~have~~incurred ~~material~~recurring ~~investing~~losses, ~~activities~~has ~~during~~an ~~the~~accumulated ~~period.~~deficit, ~~Net~~has experienced negative cash ~~provided~~flows byfrom ~~financing~~operating activities, ~~during~~and ~~the~~has ~~nine~~limited ~~months~~cash ~~ended~~resources. ~~April 30,~~These ~~2024~~conditions ~~was~~raise ~~$44,763,~~substantial ~~consisting~~doubt ~~primarily~~about ~~of advances from~~ the Company’s ~~Chief Financial Officer or other related-party support~~ ~~used~~ability to ~~fund~~continue ~~the~~as ~~Company’s~~a ~~reporting,~~going ~~compliance, and administrative expenses~~concern.

The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital, obtain continued related-party support, reduce expenses, and ultimately achieve profitable operations through a business combination, acquisition, or other strategic transaction. There can be no assurance that the Company will be successful in obtaining additional funding or completing a transaction that generates operations.

Going Concern

The Company has incurred recurring losses and had limited cash resources as of April 30, 2024. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to address these conditions through capital raising efforts, related-party support, and the pursuit of suitable business opportunities or strategic transactions. However, no assurance can be given that the Company will be successful in these efforts.

Off-Balance Sheet Arrangements

As of April 30, ~~2024~~2025, the Company did not have any off-balance sheet arrangements, as defined in Item 303 of Regulation S-K, that have had, or are reasonably likely to have, a current or future material effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

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Critical Accounting Policies and 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 could differ from those estimates. There have been no material changes in the Company’s critical accounting policies and estimates from those disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, ~~2023 and the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31,~~ 2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, the Company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, with the participation of the Company’s principal ~~executive~~ executive officer and principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of April 30, ~~2024~~2025. Disclosure controls ~~and~~ and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under ~~the~~ the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in ~~the~~ the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to management, ~~including~~ including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding ~~required~~ required disclosure.

Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were not effective as of April 30, ~~2024~~2025 because of material weaknesses in the Company’s internal control over financial reporting. These material weaknesses included a lack of sufficient personnel with appropriate accounting and financial reporting expertise, inadequate segregation of duties, and limited written policies and procedures necessary to achieve complete, accurate and timely financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over ~~financial~~ financial reporting during the quarter ended April 30, ~~2024~~2025 that materially affected, or were 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

There are no material pending legal proceedings to which the Company is a party, and to the knowledge of management, no such proceedings are threatened against the Company, except as previously disclosed in the Company’s filings with the Securities and Exchange Commission.

Item 1A. Risk Factors

As a smaller reporting company, the Company is not required to provide the information required by this Item.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the quarter ended April 30, ~~2024~~2025, none of the Company’s ~~directors~~ directors or officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408 of Regulation S-K.

Item 6. Exhibits

Exhibit		Description
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 830, 2026

BRILLIANT N.E.V. CORP. (Registrant)

By: /s/ Guangzhe Su Name: Guangzhe Su Title: Chief Executive Officer (~~Registrant~~Principal Executive Officer) By: /s/ Xiangying Meng Name: Xiangying Meng Title: Chief Financial Officer (Principal Financial Officer)

By: /s/ Guangze Su Name: Guangze Su Title: Chief Executive Officer (Principal Executive Officer) By: /s/ Xiangying Meng Name: Xiangying Meng Title: Chief Financial Officer (Principal Financial Officer)7

Filing Compare · BRILLIANT N.E.V. CORP.