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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended May 31, 2026

☐ 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: 333-288418

SOMITOS CORP.

(Exact name of registrant as specified in its charter)

Wyoming

8200

32-0803821

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

SOMITOS CORP.

34 Pekini Ave
Tbilisi, Georgia 0160

Telephone:+13072416300

Email: [email protected]

(Name, address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Registered Agents Inc

30 N Gould St Ste R

Sheridan, WY 82801

Telephone: +1 (307) 200-2803

(Name, address, including zip code, and telephone number, including area code, of agent for service)

None

Securities registered under Section 12(b) of the Exchange Act

None

Securities registered under Section 12(g) of the Exchange Act

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes ☐ No ☒

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. ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

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 ☐

State the aggregate market value of the voting and non-voting common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0

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 May 31, 2026
Common Stock: $0.0001	5,360,000

TABLE OF CONTENTS

		Page
PART I

Item 1.	Description of Business.	1
Item 1A.	Risk Factors.	9
Item 1B.	Unresolved Staff Comments.	9
Item 1C.	Cybersecurity	9
Item 2	Properties.	9
Item 3.	Legal proceedings.	9
Item 4.	Mine Safety Disclosures.	9

PART II

Item 5.	Market for Common Equity and Related Stockholder Matters.	10
Item 6.	Selected Financial Data.	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	12
Item 8.	Financial Statements and Supplementary Data.	12
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.	14
Item 9A (T).	Controls and Procedures	14
Item 9B.	Other Information.	15

PART III

Item 10	Directors, Executive Officers, Promoters and Control Persons of the Company.	16
Item 11.	Executive Compensation.	17
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	18
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	19
Item 14.	Principal Accounting Fees and Services.	19

PART IV

Item 15.	Exhibits	20

Signatures

PART I

Item 1. Description of Business

Forward-looking statements

Statements made in this Form 10-K 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 report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

GENERAL INFORMATION

Somitos Corp. was incorporated on March 05, 2025 under the laws of the state of Wyoming. We are a development-stage company focused on providing innovative educational tools through our educational language-learning application. We have purchased an educational application “Ronekt Learning”, which is already working and available as a web application, with users also able to download the APK file for mobile installation. We plan to launch the app on the Apple App Store and Google Play Market in the future.

Currently, we have no employees, only our officer and director Mrs. Gvantsa Chumburidze. Our executive and business office is located at 34 Pekini Ave, Tbilisi, Georgia 0160, and our telephone number is +13072416300.

Our business is an educational language-learning application, designed for English speakers who want to learn Italian, French, and Spanish through a system of interactive flashcards, accompanied by audio pronunciation and example sentences for context. Our mission is to provide an accessible, engaging, and effective language-learning platform for users worldwide. While we are starting with English-speaking users, our focus is also on expansion into other European and global markets. The application caters to individuals looking for a structured yet flexible language-learning experience, combining interactive features and gamified progress tracking to enhance learning outcomes.

Language-learning platforms hold immense relevance and importance in today’s interconnected and digital world. These platforms, where individuals converge to acquire new skills, connect with diverse cultures, and improve their opportunities, play a pivotal role in shaping modern education. The table below highlights the key reasons why language-learning platforms are so significant:

Global accessibility	Language-learning platforms break down geographical and linguistic barriers, enabling users worldwide to access tailored educational content. Learners can connect with new cultures, build communication skills, and foster cross-border relationships, all from the convenience of their devices.
Personal empowerment	These platforms empower users by providing affordable, flexible, and accessible tools for self-improvement. Mastery of a new language enhances career prospects, facilitates travel, and builds confidence in both personal and professional interactions.

Efficiency and flexibility	Language-learning applications streamline the educational process by offering dynamic features such as flashcards, gamified progress tracking, and personalized lessons. They cater to modern learners’ needs, allowing them to study at their own pace, anytime and anywhere.
Cultural exchange	These platforms enable users to engage deeply with other cultures through language. Beyond vocabulary and grammar, learners can explore the traditions, histories, and values of the communities they are studying, fostering mutual understanding in an increasingly globalized world.
Economic empowerment	Language-learning skills often open new professional opportunities, giving users access to global job markets. Applications provide an affordable and flexible alternative to expensive in-person courses, democratizing access to skills that drive career growth.
Adaptability for diverse learners	Modern applications are designed to serve a wide range of users, from beginners to advanced learners. Features such as thematic vocabulary grouping, audio pronunciation, and customizable learning paths make the process accessible for all ages and backgrounds.
Advanced technology integration	By leveraging cutting-edge technologies like AI and machine learning, language-learning applications provide personalized experiences, track progress with precision, and adapt content to suit each learner’s unique pace and preferences.
Interactive and engaging experiences	Features such as gamified rewards, achievements, and challenges transform language learning into an engaging activity. This approach keeps users motivated and improves retention compared to traditional methods.
Offline learning and accessibility	Offline access to lessons ensures uninterrupted learning, even in areas with limited internet connectivity. This feature is particularly beneficial for users in regions with inconsistent digital infrastructure.
Lifelong learning opportunities	These platforms encourage continuous learning by providing resources for users to maintain and expand their language skills over time. They support a culture of lifelong education, which is critical in today’s fast-evolving world.
Scalability and global impact	Language-learning applications have the potential to scale rapidly and impact millions of users worldwide. They cater to both personal and professional needs, becoming an essential tool for education, business, and global communication.

By combining these elements, “Ronekt Learning” not only addresses the needs of language learners but also contributes to a more connected and culturally aware global community. Our platform is designed to empower individuals with the tools they need to succeed in an increasingly interconnected world.

"Ronekt Learning" is a modern and convenient educational language-learning application, designed to help English speakers learn Italian, French, and Spanish efficiently and interactively. The platform provides users with tools and resources to improve their vocabulary, pronunciation, and practical usage of new languages. By combining accessibility, innovation, and engagement, the app transforms the way people approach language learning, empowering individuals to achieve their linguistic goals and connect with the world.

We provide a user-friendly application that caters to all learners – whether you are a complete beginner or advancing to higher proficiency levels. The interface is designed with simplicity in mind, ensuring a smooth and intuitive experience for users of all ages and backgrounds. Whether you’re preparing for travel, improving your career prospects, or pursuing personal growth, "Ronekt Learning" is here to guide you every step of the way.

Features offered by "Ronekt Learning":

	-	user-friendly interface – navigate effortlessly through the app’s clean and intuitive design, making language learning enjoyable and accessible;
	-	interactive flashcards – learn vocabulary using dynamic flashcards that include word translations, audio pronunciations, and example sentences for context;
	-	thematic vocabulary – words are grouped into themes and difficulty levels (simple, average, and difficult) to suit the learner’s needs;

	-	offline learning – users can download lessons and flashcards for offline access, ensuring uninterrupted learning anywhere;
	-	personalized vocabulary – add custom words to your own vocabulary list, enabling focused learning for specific needs;
	-	favorites section – mark important words as “favorite” and organize them in a dedicated section for targeted practice later;
	-	progress tracking – track your learning journey as completed themes are marked as "studied," helping you monitor your progress and stay motivated as you advance through the language levels;
	-	protection of personal data – enjoy a secure learning environment with state-of-the-art encryption technologies and two-factor authentication;
	-	audio support – hear accurate pronunciations for each word, ensuring learners gain confidence in speaking;
	-	customer support – access 24/7 support to resolve any questions or technical issues, ensuring a seamless experience.

The link for the “Ronekt” web-application is https://app.ronekt.online/, where users are also able to download the APK file for mobile installation.

There are also several features that we intend to successfully implement in the future:

	-	live tutor sessions (live one-on-one or group) with native speakers to enhance conversational skills and cultural understanding;
	-	AI-powered language assistant that provides real-time feedback on pronunciation, grammar, and sentence construction;
	-	daily learning challenges and streak-tracking to encourage consistent usage and goal-setting;
	-	personalized lesson plans tailored to the user’s goals, such as business communication, travel, or academic language skills;
	-	integration with smart devices (e.g., Alexa, Google Home) to practice vocabulary and phrases hands-free;
	-	cultural insights module that teaches cultural etiquette, traditions, and common expressions for deeper immersion in the target language;
	-	community features, like forums and discussion boards, where users can connect, share tips, and practice with fellow learners.

We plan to continually enhance the functionality of our services to make our application more appealing to consumers. The "Ronekt Learning" application, including the web application available on different devices through a browser and the APK file for mobile devices (with future plans for iOS and Android platforms), was acquired from Ronekt Inc for a total consideration of $42,000.

The Company’s revenues are expected to be derived mostly from advertising and partnerships, but there are also several revenue opportunities that we intend to use in the future, such as premium account subscriptions, online learning with a tutor, paid packages for the contractors, affiliate programs, analytics and data, additional paid services, insurance, and other services that improve the user experience. For a more detailed description of all earning opportunities, see the “Revenue” section below.

REVENUE

Our revenue strategy is designed to leverage multiple streams that capitalize on the capabilities of our language-learning platform, "Ronekt Learning." These include advertising, partnerships, and premium user services.

1. Advertising

We aim to generate income through in-app advertising, which includes:

	-	Banner ads – featuring static or animated images placed in prominent areas of the app, such as the home screen or lesson dashboards. These ads are designed to boost exposure for a wide range of products and services, increasing potential customer leads.
	-	Pop-up windows – these impactful advertisements will appear at the center of the screen, effectively capturing the attention of users at key moments during their app experience.

2. Partnerships

Revenue will also be generated through collaborations with companies and organizations in the education and language-learning sectors. These partnerships may include:

	-	Educational institution partnerships – collaborating with schools, universities, and language academies to offer bulk subscriptions or access to tailored content for their students or staff.
	-	Publishing partners – partnering with publishers of language textbooks, audiobooks, and other educational materials to promote their products directly through the app.
	-	Tutoring platforms and services – featuring third-party tutoring services or apps within "Ronekt Learning," earning a commission for every referred customer.
	-	Language certification providers – partnering with organizations that offer recognized language certifications (e.g., TOEFL, DELF, DELE) to promote their services and exams to our users.
	-	Corporate training programs – collaborating with businesses that require language training for their employees, offering custom packages tailored to their industry needs.

We will negotiate agreements that allow the platform to earn a share of revenue generated from these partnerships. In exchange, our partners will receive priority visibility for their services and products, such as inclusion in dedicated recommendation sections or direct integration into our lessons, ensuring maximum exposure to our app users.

OUR ASSET EDUCATIONAL APPLICATION

We have a web application (at the link https://app.ronekt.online/), where users can also download the APK file for installation on mobile devices, known as "Ronekt Learning", designed to facilitate effective and engaging language learning. Users can access the app directly through a web browser or download the APK file for mobile installation. In the future, we plan to expand availability by launching the app on the Apple App Store and Google Play Market.

The backend infrastructure of our application is built using the C# .NET platform, leveraging Entity Framework Core for efficient data management and interaction. Our backend communicates seamlessly with the client side via RESTful APIs, ensuring smooth and reliable operation. The database utilizes Microsoft SQL Server, providing robust scalability and performance for storing user data and application content. The front end is constructed with Angular, ensuring a responsive, dynamic, and user-friendly experience through its modular and component-based architecture.

The main features and functionalities of the application include:

	-	user registration and profile management – users can register via email, create a profile, and update their information;
	-	interactive learning tools – access to flashcards with translations, audio pronunciations, and example sentences;
	-	favorite words section – users can save and organize words for future review and focused learning;
	-	offline access – lessons and flashcards can be studied without an internet connection;
	-	language options – the main language of the app is English, and users can learn Spanish, Italian, and French (with plans to add more main language options and languages for studying in the future);
	-	thematic vocabulary sections – words are grouped by themes (e.g., travel, business) and difficulty levels (simple, average, difficult), allowing users to tailor their learning;
	-	personal vocabulary creation – users can add custom words to their own vocabulary list, enabling personalized learning beyond the app’s standard library;
	-	studied lessons section – all completed lessons are marked as "studied" and moved to a dedicated section, enabling users to track their progress and revisit past lessons easily;
	-	support contact – users can easily communicate with customer support for assistance.

Planned improvements and future features

Here are some of the technologies and features we aim to implement in the next development phases of "Ronekt Learning":

	-	live tutor sessions – one-on-one or group tutoring sessions with native speakers to enhance conversational skills and cultural understanding;
	-	ai-powered language assistant – providing real-time feedback on pronunciation, grammar, and sentence construction using advanced ai technologies;
	-	daily challenges and streak tracking – gamified daily learning challenges and streak tracking to encourage consistent usage and motivate learners;
	-	personalized lesson plans – tailoring lessons to individual user goals, such as business communication, travel, or academic language skills;
	-	integration with smart devices – enabling compatibility with devices like Alexa and Google Home for hands-free practice of vocabulary and phrases;
	-	cultural insights module – including lessons on cultural etiquette, traditions, and common expressions for deeper immersion into the target language;
	-	community features – forums and discussion boards where users can connect, share tips, and practice with fellow learners.

EDUCATIONAL APPLICATION PURCHASE AGREEMENT

The Educational Application Purchase Agreement (the “Agreement “) is made effective on May 04, 2025 (the “Effective Date”), by and between Ronekt Inc (the “Seller”), and Somitos Corp. (the “Buyer”).

According to the Agreement:

	-	The Seller, Ronekt Inc., is the owner of the mobile application and website known as "Ronekt Learning" ("Assets").
	-	The Buyer, Somitos Corp., has agreed to purchase the Assets from the Seller under the terms and conditions outlined in the Agreement.
	-	The Seller agrees to sell, transfer, and assign to the Buyer all rights, title, and interest in the Assets, including but not limited to:

	-	all related databases and content;
	-	intellectual property rights, including copyrights, trademarks, and patents;
	-	all user data and customer lists;
	-	rights to existing updates and ongoing support materials.

	-	The total purchase price for the Assets is $42,000, payable in U.S. dollars.
	-	The Buyer represents and warrants that:

	-	it has the full right, power, and authority to enter into this Agreement and purchase the Assets;
	-	it possesses the necessary funds to pay the Purchase Price.

MARKET OVERVIEW

The educational technology (EdTech) sector in Georgia and Europe is experiencing significant growth. In 2023, the European EdTech market was valued at approximately $46.09 billion and is projected to reach $106.42 billion by 2028, reflecting a compound annual growth rate (CAGR) of 14.97%. This expansion is driven by the increasing adoption of digital technologies in education, improved internet connectivity, and a rising acceptance of online learning platforms.

Focusing on educational applications, the European market is expected to generate revenues of around $0.84 billion in 2022, with a projected annual growth rate of 9.79%, leading to an estimated market volume of $1.86 billion by 2029. This growth underscores the increasing demand for accessible and flexible learning solutions across the continent.

Globally, language learning applications are gaining substantial traction. In August 2024, these apps reached a peak of over 26.5 million downloads worldwide. The global language learning app market was valued at $20.35 billion in 2023 and is projected to reach $89.53 billion by 2031, exhibiting a CAGR of 17.9% during the forecast period. This surge is attributed to factors such as globalization, the need for cross-border communication, and the cost-effectiveness of app-based learning platforms.

In Europe, the online education market is also on an upward trajectory. Revenue is projected to reach $21.34 billion in 2025, with an anticipated annual growth rate of 6.70%, resulting in a market volume of $27.66 billion by 2029. This growth reflects a broader shift towards digital learning solutions, driven by the flexibility and accessibility they offer to learners of all ages.

The increasing popularity of language learning apps is further evidenced by user engagement metrics. For instance, Duolingo, a leading language learning platform, reported 37.2 million daily active users in a recent quarter, marking a 54% increase year-over-year. This trend highlights the growing consumer preference for convenient, mobile-based learning solutions.

Overall, the robust growth in both the European and global markets for educational and language learning applications presents significant opportunities for platforms like "Ronekt Learning" to cater to the evolving needs of learners seeking flexible and effective language acquisition tools.

COMPETITION

There are numerous global companies in the language-learning application industry. Among them are Duolingo, Babbel, Rosetta Stone, Memrise, and Busuu. These companies provide their services in multiple languages and cater to a global audience, including users in Europe. While many of these companies already operate in the European market, their focus tends to be on broader international audiences rather than specific regions or countries like Georgia.

Most of these competitors are significantly larger than Somitos Corp., with greater financial and technical resources, extensive industry expertise, and established brand recognition. Their managerial capabilities and marketing budgets allow them to maintain strong positions in the global market.

We believe that competition in the language-learning industry is primarily based on the following factors:

	-	brand recognition – well-known brands with established reputations have a significant competitive advantage;
	-	marketing – aggressive and widespread marketing campaigns play a key role in capturing market share;
	-	price – offering competitive pricing for premium subscriptions and in-app purchases is crucial;
	-	quality of service – providing an engaging, efficient, and user-friendly learning experience is essential for attracting and retaining users.

Despite these challenges, we are confident in our ability to compete effectively by carving out a niche in Georgia and neighboring European countries. By focusing on user-specific needs, offering unique features like thematic vocabulary, personalized learning paths, and cultural insights, and tailoring our services to local preferences, “Ronekt Learning” aims to differentiate itself in the market.

Our initial strategy centers on developing a strong presence in Georgia and gradually expanding into broader European markets, leveraging the growing demand for accessible and high-quality language-learning tools. While we acknowledge the significant competition, we believe our commitment to localized services and innovative features will position “Ronekt Learning” as a unique and competitive offering in the industry.

MARKETING & SALES STRATEGY

A significant portion of our earnings will be allocated to improving the "Ronekt Learning" application and expanding its functionality. This investment will be aimed at attracting a broader audience and increasing the appeal of our services. Additionally, a substantial share of our revenue will be dedicated to marketing and advertising efforts to effectively promote our app and services.

Initially, our officer and director, Gvantsa Chumburidze, will promote our platform through word-of-mouth recommendations and by presenting "Ronekt Learning" as a convenient, interactive, and effective language-learning solution. Over time, we plan to hire a freelance marketing manager who will focus on online advertising and sales to maximize our reach and visibility.

We plan to market our app using the following strategies:

	-	Unique selling proposition – clearly define and highlight our app’s advantages, such as personalized learning paths, cultural insights, and offline access, to differentiate from competitors.
	-	Brand identity – develop a consistent and strong brand image across all channels, emphasizing reliability and innovation.
	-	Search Engine Optimization (SEO) – optimize our website and content for search engines to improve visibility and attract organic traffic.
	-	Social media presence – leverage platforms such as Instagram, Facebook, and TikTok to engage with users, promote features, and share success stories.
	-	Content marketing – publish blog articles, guides, and educational resources related to language learning to attract and educate potential users.
	-	Video marketing – create engaging videos that showcase the app’s benefits, including tutorials and user testimonials, to appeal to visual learners.
	-	User-generated content – encourage users to share their experiences on social media or through app reviews, creating organic and authentic promotional content.
	-	Influencer collaborations – partner with influencers in the education and language-learning niche to extend our reach and tap into their audience.
	-	Strategic alliances – form partnerships with complementary businesses, such as travel agencies or cultural organizations, to cross-promote services.
	-	Localized marketing – tailor campaigns to specific regions and cultural contexts, starting with Georgia and expanding to other European countries.
	-	Community building – foster a sense of community among users by creating forums or discussion groups for learners to connect, share tips, and support each other.
	-	Leverage positive feedback – showcase positive reviews and testimonials to build trust and credibility.

If we do not allocate sufficient funds for marketing and sales campaigns, our ability to attract and retain users may be adversely affected. A lack of visibility or outreach could slow the adoption of "Ronekt Learning" in our target markets, impacting our financial performance.

By implementing a comprehensive marketing strategy and regularly evaluating its effectiveness based on user feedback and market trends, we aim to position "Ronekt Learning" as a competitive and preferred language-learning platform in Georgia, Europe, and beyond.

EMPLOYEES; CONTRACTS

We have no employees other than our officer and director, Gvantsa Chumburidze. We have executed a Consulting Agreement, with our director under which she will get $3,000 per month for her consulting services.

OFFICES

Our business office is located at 34 Pekini Ave, Tbilisi, Georgia 0160 and our phone number is +13072416300.

GOVERNMENT AND INDUSTRY REGULATION

We must adhere to all relevant laws and regulations that pertain directly or indirectly to our operations, including United States securities laws. Compliance with all regulations, rules, and directives from governmental authorities and agencies is mandatory for our services in Georgia and for operating any facility in any jurisdiction where we conduct activities.

We hold the view that government regulation will not significantly affect our business operations.

EMERGING GROWTH COMPANY STATUS UNDER THE JOBS ACT

Somitos Corp. qualifies as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (the “JOBS Act”).

The JOBS Act creates a new category of issuers known as “emerging growth companies.” Emerging growth companies are those with annual gross revenues of less than $1,07 billion (as indexed for inflation) during their most recently completed fiscal year. The JOBS Act is intended to facilitate public offerings by emerging growth companies by exempting them from several provisions of the Securities Act of 1933 and its regulations. An emerging growth company will retain that status until the earliest of:

	·	The first fiscal year after its annual revenues exceed $1,07 billion;

	·	The first fiscal year after the fifth anniversary of its IPO;

	·	The date on which the company has issued more than $1,07 billion in non-convertible debt during the previous three-year period; and

	·	The first fiscal year in which the company has a public float of at least $700 million.

Financial and Audit Requirements

Under the JOBS Act, emerging growth companies are subject to scaled financial disclosure requirements. Pursuant to these scaled requirements, emerging growth companies may:

	·	Provide only two rather than three years of audited financial statements in their IPO Registration Statement;

	·	Provide selected financial data only for periods no earlier than those included in the IPO Registration Statement in all SEC filings, rather than the five years of selected financial data normally required;

	·	Delay compliance with new or revised accounting standards until they are made applicable to private companies; and

	·	Be exempted from compliance with Section 404(b) of the Sarbanes-Oxley Act, which requires companies to receive an outside auditor’s attestation regarding the issuer’s internal controls.

Offering Requirements

In addition, during the IPO offering process, emerging growth companies are exempt from:

	·	Restrictions on analyst research prior to and immediately after the IPO, even from an investment bank that is underwriting the IPO;

	·	Certain restrictions on communications to institutional investors before filing the IPO registration statement; and

The requirement initially to publicly file IPO Registration Statements. Emerging growth companies can confidentially file draft Registration Statements and any amendments with the SEC. Public filings of the draft documents must be made at least 21 days prior to commencement of the IPO “road show.”

Other Public Company Requirements

Emerging growth companies are also exempt from other ongoing obligations of most public companies, such as:

	·	The requirements under Section 14(i) of the Exchange Act and Section 953(b)(1) of the Dodd-Frank Act to disclose executive compensation information on pay-for-performance and the ratio of CEO to median employee compensation;

	·	Certain other executive compensation disclosure requirements, such as the compensation discussion and analysis, under Item 402 of Regulation S-K; and

	·	The requirements under Sections 14A (a) and (b) of the Exchange Act to hold advisory votes on executive compensation and golden parachute payments.

Election under Section 107(b) of the JOBS Act

As an emerging growth company, we have made the irrevocable election to not adopt the extended transition period for complying with new or revised accounting standards under Section 107(b), as added by Section 102(b), of the JOBS Act. This election allows companies to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.

DESCRIPTION OF PROPERTY

OFFICES

Our business office is located at 34 Pekini Ave, Tbilisi, Georgia 0160. The office was provided by our director Gvantsa Chumburidze for free use, without any payment. Based on current market rates for similar office spaces in Georgia, the approximate dollar value of this office space is $500 per month or $6,000 per year. Our telephone number is +13072416300.

Item 1A. Risk Factors

Not applicable to smaller reporting companies.

Item 1B. Unresolved Staff Comments

Not applicable to smaller reporting companies.

Item 1C. Cybersecurity

Cybersecurity

We use, store, and process limited data related to our operations. As of the date of this filing, we have not yet implemented a formal cybersecurity risk management program designed to identify, assess, and mitigate risks from cybersecurity threats. We intend to implement a cybersecurity risk management program as our business operations and technology infrastructure evolve. Cyber Risk Management and Strategy. We plan to implement and maintain a cybersecurity risk management program under the oversight of our Board of Directors. Once implemented, this program will include systematic processes for identifying, assessing, and mitigating cybersecurity risks and will be integrated into our overall risk management processes. We intend to adopt a risk-based approach to managing cyber threats, supported by commonly used cybersecurity technologies, such as cloud-based monitoring and threat detection tools. We expect to utilize third parties and consultants to assist in the identification and assessment of risks, including to support tabletop exercises and to conduct security testing. As part of this effort, we also intend to implement controls to assess and manage risks associated with third-party service providers who may have access to our systems or data. This may include review process for such providers’ cybersecurity practices, risk assessments, contractual requirement and system monitoring. We expect to regularly evaluate and enhance our cybersecurity policies and procedures in response to emerging threats or developments affecting our industry. In 2026, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents.

Item 2. Description of Property

We do not own any real estate or other properties.

Item 3. Legal Proceedings

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Market Information

There is a limited public market for our common shares. Our common shares are not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

As of May 31, 2026, no shares of our common stock have traded.

Number of Holders

As of May 31, 2026 the 5,360,000 issued and outstanding shares of common stock were held by a total of 52 shareholder of record.

Dividends

No cash dividends were paid on our shares of common stock during the fiscal year ended May 31, 2026 and 2025.

Recent Sales of Unregistered Securities

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

On March 6, 2025, the Company issued 3,000,000 shares of common stock to a director Mrs. Gvantsa Chumburidze for cash proceeds of $300 at $0.0001 per share.

In August 2025, the Company issued 500,000 shares of common stock for cash proceeds of $10,000 at $0.02 per share.

In September 2025, the Company issued 870,000 shares of common stock for cash proceeds of $17,400 at $0.02 per share.

In October 2025, the Company issued 670,000 shares of common stock for cash proceeds of $13,400 at $0.02 per share.

In November 2025, the Company issued 270,000 shares of common stock for cash proceeds of $5,400 at $0.02 per share.

In December 2025, the Company issued 50,000 shares of common stock for cash proceeds of $1,000 at $0.02 per share.

There were 5,360,000 shares of common stock issued and outstanding as of May 31, 2026.

Purchase of our Equity Securities by Officers and Directors

On March 6, 2025, the Company offered and sold 3,000,000 restricted shares of common stock to our director Mrs. Gvantsa Chumburidze, for a purchase price of $0.0001 per share, for aggregate offering proceeds of $300 pursuant to Section 4(2) of the Securities Act of 1933 as he is a sophisticated investor and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of these shares and general solicitation was not made to anyone.

Other Stockholder Matters

None.

Item 6. Selected Financial Data

Not applicable to smaller reporting companies.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Results of Operations for the year ended May 31, 2026 and May 31, 2025:

Revenue and cost of goods sold

For the year ended May 31, 2026 and May 31, 2025 the Company generated total revenue of $8,442 and $0 from service.

Operating expenses

Total operating expenses for the year ended May 31, 2026 and May 31, 2025 were $81,135 and $6,215. The operating expenses for the year ended May 31, 2026 included consulting expenses of $36,000; bank charges of $1,001; depreciation expense of $8,400; legal fees of $1,950; audit fees of $9,725; professional fees of $24,059. The operating expenses for the year ended May 31, 2025 included consulting expenses of $6,000; professional fees of $204.

Net Loss

The net loss for the year ended May 31, 2026 and May 31, 2025 was $72,693 and $6,215 accordingly.

Liquidity and Capital Resources and Cash Requirements

At year ended May 31, 2026, the Company had cash of $45,167 ($4,589 as of May 31, 2025). Furthermore, the Company had a working capital deficit of $31,408 ($5,915 as of May 31, 2025).

During the year ended May 31, 2026, the Company used $11,835 of cash in operating activities due to its net loss and increase in deferred revenue of $16,458; increase in accounts payable-related party of $36,000 and depreciation of $8,400.

During the year ended May 31, 2026, the Company used no cash in investing activities.

During the year ended May 31, 2026, the Company generated $52,413 of cash in financing activities.

We cannot guarantee that we will manage to sell all the shares required. We will attempt to raise the necessary funds to proceed with all phases of our plan of operation.

As of the date of this report, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. The Company’s sole officer and director, Gvantsa Chumburidze, has concluded a verbal agreement with the Somitos Corp. in order to fund completion of the registration process and to maintain the reporting status with SEC.

Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that 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.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable to smaller reporting companies.

Item 8. Financial Statements and Supplementary Data

SOMITOS CORP.

FINANCIAL STATEMENTS

YEAR ENDED MAY 31, 2026 AND FROM MARCH 5, 2025 (INCEPTION) THROUGH MAY 31, 2025

Table of Contents

		Page
Report of Independent Registered Public Accounting Firm		F-1
Balance Sheets as of May 31, 2026 and May 31, 2025 (Audited)		F-2
Statements of Operations for the year ended May 31, 2026 and from March 5, 2025 (Inception) through May 31, 2025 (Audited)		F-3
Statements of Stockholders’ Deficit for the year ended May 31, 2026 and from March 5, 2025 (Inception) through May 31, 2025 (Audited)		F-4
Statements of Cash Flows for the year ended May 31, 2026 and from March 5, 2025 (Inception) through May 31, 2025 (Audited)		F-5
Notes to Audited Financial Statements		F-6

ALOBA, AWOMOLO & PARTNERS

(Chartered Accountants)

Floor 4, Providence Court, Ajibade Bus Stop, Beside CocaCola Ibadan, Oyo State, Nigeria

Tel: 08055439586, 08034725835

Email: [email protected]; [email protected]; website: www.alobaawomolo.org

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Somitos Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Somitos Corp. (the “Company”) as of May 31, 2026 and 2025, and the related statements of operations, stockholders’ deficit, and cash flows for the year ended May 31, 2026 and for the period from March 5, 2025 (inception) through May 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2026 and 2025, and the results of its operations and its cash flows for the year ended May 31, 2026 and for the period from March 5, 2025 (inception) through May 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred recurring losses from operations, has an accumulated deficit of $78,908 as of May 31, 2026, and remains dependent on related-party and external financing to fund its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of one year after the date that the financial statements are issued.

Management's plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The opinion is not modified with respect to this matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

Aloba, Awomolo & Partners – PCAOB ID #7275

We have served as the Company’s auditor since 2025.

Ibadan, Nigeria

June 15, 2026

F-1

Somitos Corp.

BALANCE SHEETS

As of May 31, 2026 and May 31, 2025

	As of May 31, 2026 (Audited)			As of May 31, 2025 (Audited)
ASSETS

Current Assets
Cash and cash equivalents	$	45,167		$	4,589
Total Current Assets		45,167			4,589
Total Intangible Assets, Net		33,600			42,000

Total Assets	$	78,767		$	46,589

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable-related party	$	42,000		$	6,000
Deferred revenue		16,458			–
Related party loan		51,717			46,504
Total Current Liabilities		110,175			52,504

Total Liabilities		110,175			52,504

Stockholders’ Deficit
Common stock, par value $0.0001; 75,000,000 shares authorized, 5,360,000 shares as of May 31, 2026 and 3,000,000 shares as of May 31, 2025 issued and outstanding		536			300
Additional paid in capital		46,964			–
Accumulated deficit		(78,908	)		(6,215	)
Total Stockholders’ Equity/Deficit		(31,408	)		(5,915	)

Total Liabilities and Stockholders’ Deficit	$	78,767		$	46,589

See accompanying notes, which are an integral part of these financial statements

F-2

Somitos Corp.

STATEMENT OF OPERATIONS

Year ended May 31, 2026 and from March 5, 2025 (Inception) through May 31, 2025

(AUDITED)


	Year ended May 31, 2026			From March 5, 2025 (Inception) through May 31, 2025
REVENUES	$	8,442		$	–

OPERATING EXPENSES
Amortization Expenses		(8,400	)		–
General and Administrative Expenses		(72,735	)		(6,215	)
TOTAL OPERATING EXPENSES		(81,135	)		(6,215	)

NET LOSS FROM OPERATIONS		(72,693	)		(6,215	)

PROVISION FOR INCOME TAXES		–			–

NET LOSS	$	(72,693	)	$	(6,215	)

NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		3,961,630			3,000,000

See accompanying notes, which are an integral part of these financial statements

F-3

Somitos Corp.

STATEMENT OF STOCKHOLDERS’ DEFICIT

Year ended May 31, 2026 and from March 5, 2025 (Inception) through May 31, 2025

(AUDITED)


	Common Stock				Additional Paid-in		Accumulated			Total Stockholder’s
	Shares		Amount		Capital		Deficit			Equity (Deficit)
Inception, March 5, 2025		–	$	–	$	–	$	–		$	–

Shares issued for cash at $0.0001 per share on March 6, 2025		3,000,000		300		–		–			300

Net loss for the period ended May 31, 2025		–		–		–		(6,215	)		(6,215	)

Balance, May 31, 2025		3,000,000	$	300	$	–	$	(6,215	)	$	(5,915	)

Issuance of common stock		2,360,000		236		46,964		–			47,200

Net loss for the year ended May 31, 2026		–		–		–		(72,693	)		(72,693	)

Balance, May 31, 2026		5,360,000	$	536	$	46,964	$	(78,908	)	$	(31,408	)

See accompanying notes, which are an integral part of these financial statements

F-4

Somitos Corp.

STATEMENT OF CASH FLOWS

Year ended May 31, 2026 and from March 5, 2025 (Inception) through May 31, 2025

(AUDITED)


	Year ended May 31, 2026			From March 5, 2025 (Inception) through May 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(72,693	)	$	(6,215	)
Adjustments to reconcile net loss to net cash provided by operations:
Accumulated Depreciation		8,400			–
Accounts Payable-Related party		36,000			6,000
Deferred Revenue		16,458			–
NET CASH USED IN OPERATING ACTIVITIES		(11,835	)		(215	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Educational application		–			(42,000	)
CASH FLOWS FROM INVESTING ACTIVITIES		–			(42,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Related Party Loans		5,213			46,504
Capital stock		236			300
APIC		46,964			–
NET CASH PROVIDED BY FINANCING ACTIVITIES		52,413			46,804

NET CHANGE IN CASH		40,578			4,589
Cash, beginning of period		4,589			–
Cash, end of period	$	45,167		$	4,589

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	–		$	–

Income taxes paid	$	–		$	–

See accompanying notes, which are an integral part of these financial statements

F-5

Somitos Corp.

NOTES TO THE FINANCIAL STATEMENTS

Year ended May 31, 2026

(AUDITED)

Note 1 – ORGANIZATION AND NATURE OF BUSINESS

Somitos Corp. (“the Company”) was incorporated on March 05, 2025 under the laws of the state of Wyoming. We are a development-stage company focused on providing innovative educational tools through our educational language-learning application. We have purchased an educational application “Ronekt Learning”, which is already working and available as a web application, with users also able to download the APK file for mobile installation. Currently, we have no employees, only our officer and director Mrs. Gvantsa Chumburidze. Our executive and business office is located at 34 Pekini Ave, Tbilisi, Georgia 0160, and our telephone number is +13072416300.

Note 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation of the Company as a going concern. The Company had $8,442 revenues for the year ended May 31, 2026. The Company currently has losses and has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time. The Company had an accumulated deficit of $78,908 on May 31, 2026, a net loss of $72,693 for the year ended May 31, 2026. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with GAAP.

The Company’s year-end is May 31.

Development Stage Company

The Company is a development stage company and devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since Inception has been considered as part of the Company’s development stage activities.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

F-6

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Fair Value of Financial Instruments

AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to its short-term maturity.

Stock-Based Compensation

As of May 31, 2026, the Company has not issued any stock-based payments to its employees. Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of May 31, 2026 there were no potentially dilutive debt or equity instruments issued or outstanding.

Segment Reporting

The Company has one reportable segment(s) at this time.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We have reviewed all the recently issued, but not yet effective and thus not disclosed here, accounting pronouncements and we do not believe any of those pronouncements will have a material impact on the Company’ financial position, results of operations or cash flows.

Note 4 – INTANGIBLE ASSETS

The Company follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred 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.

As of May 31, 2026, the Company purchased educational language-learning application for $42,000, which is being amortized over a 5-year life. There was $8,400 accumulated amortization as of May 31, 2026.

F-7

Note 5 – LOAN FROM DIRECTOR

For the year ended May 31, 2026 our director Mrs. Gvantsa Chumburidze has loaned to the Company $5,213. This loan is unsecured, non-interest bearing and due on demand. The balance due to the director was $51,717 as of May 31, 2026.

Note 6 – COMMON STOCK

On March 6, 2025, the Company issued 3,000,000 shares of common stock to a director Mrs. Gvantsa Chumburidze for cash proceeds of $300 at $0.0001 per share.

In August 2025, the Company issued 500,000 shares of common stock for cash proceeds of $10,000 at $0.02 per share.

In September 2025, the Company issued 870,000 shares of common stock for cash proceeds of $17,400 at $0.02 per share.

In October 2025, the Company issued 670,000 shares of common stock for cash proceeds of $13,400 at $0.02 per share.

In November 2025, the Company issued 270,000 shares of common stock for cash proceeds of $5,400 at $0.02 per share.

In December 2025, the Company issued 50,000 shares of common stock for cash proceeds of $1,000 at $0.02 per share.

As of May 31, 2026, the Company had 5,360,000 shares issued and outstanding.

Note 7 – COMMITMENTS AND CONTINGENCIES

From time-to-time, the Company is subject to various litigation and other claims in the normal course of business. The Company establishes liabilities in connection with legal actions that management deems to be probable and estimable (if any). No such event or amounts have been accrued in the financial statements with respect to any litigation or other claim matters.

Note 8 – INCOME TAXES

The reconciliation of income tax benefit (expenses) at the U.S. statutory rate at 21% as of May 31, 2026 and from March 5, 2025 (Inception) through May 31, 2025 as follows:

Schedule of income tax reconciliation
	May 31, 2026			Rate (%)			May 31, 2025			Rate (%)
Tax benefit (expenses) at U.S. statutory rate	$	(16,571	)		(21%	)	$	(6,215	)		(21%	)
Change in valuation allowance		16,571			21%			6,215			21%
Tax benefit (expenses) net	$	–			0%		$	–			0%

The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets are as follows:

Schedule of deferred tax assets
	Year ended May 31, 2026			From March 5, 2025 (Inception) through May 31, 2025
Net operating loss	$	(15,266	)	$	(1,305	)
Valuation allowance		15,266			1,305
Deferred tax assets, net	$	–		$	–

F-8

The Company has accumulated approximately $78,908 of net operating losses (“NOL”) carried forward to offset future taxable income up to 20 years, if any, in future years which begin to expire in year 2040. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

Note 9 – SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to May 31, 2026, to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

F-9

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A(T) Controls and Procedures

Management’s Report on Internal Controls over Financial Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of May 31, 2026 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of May 31, 2026, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

	1.	We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

	2.	We did not maintain appropriate cash controls – As of May 31, 2026, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.

	3.	We did not implement appropriate information technology controls – As of May 31, 2026, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of May 31, 2026 based on criteria established in Internal Control- Integrated Framework issued by COSO.

System of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2026. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

During the quarter ended May 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company

Our executive officers and directors, their names, age, and their positions as of the date of this report are as follows:

Name and Address	Age	Position(s)
Gvantsa Chumburidze	33	President,
34 Pekini Ave, Tbilisi, Georgia 0160		Chief Financial Officer,
		Chief Executive Officer,
		Director

Gvantsa Chumburidze has been holding the above stated positions since the inception of the Company and is expected to hold it until the next annual meeting of our stockholders. Thereby, Gvantsa Chumburidze is currently the Officer/Director and control person of Somitos Corp.

BACKGROUND INFORMATION ABOUT OUR OFFICERS AND DIRECTORS

Gvantsa Chumburidze, age 33

Gvantsa Chumburidze has served as the Company’s President, Chief Executive Officer, Secretary, Treasurer and a Director since its incorporation on March 05, 2025.

Gvantsa Chumburidze is a dynamic and visionary leader with a strong background in business, education technology, and investment. She has played a key role in shaping the Company’s strategic direction, driving innovation in the online language-learning sector. With a keen entrepreneurial mindset, she has successfully combined her passion for education and technology to create an accessible and efficient online learning platform.

Beyond her leadership role, she is also a skilled investor with a deep understanding of market trends, financial strategies, and business scalability. She has actively participated in investment opportunities across various sectors, demonstrating strong analytical and decision-making skills. She has also completed several professional training programs and seminars in business management, financial analysis, and EdTech innovation, further strengthening her expertise.

Prior to joining the Company as a Director, she gained valuable experience as a self-employed entrepreneur and part-time worker in various business and technology-related roles.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

In the event that we register under the Securities Exchange Act of 1934 (the “Exchange Act” or “1934 Act”), Section 16(a) of that act will require our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent stockholders will be required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

We intend to ensure to the best of our ability that all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners are complied with in a timely fashion.

Item 11. Executive Compensation

Since inception, we have not paid any compensation to our officers or directors. The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal year ended May 31, 2026 and subsequent thereto to the date of this report.

SUMMARY COMPENSATION TABLE

Name											Non-Equity Incentive Plan		Change in Pension Value and Nonqualified Deferred Compen-		All Other
Principal							Stock		Option		Compen-		sation		Compen-
Position	Year		Salary		Bonus		Awards		Awards		sation		Earnings		sation		Totals
Gvantsa Chumburidze, President, CEO, CFO		2026	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

OUTSTANDING EQUITY AWARDS ON May 31, 2026

Option Awards

Stock Awards

Equity

Incentive

Equity

Plan

Incentive

Awards:

Plan

Market or

Equity

Awards:

Payout

Incentive

Number of

Value of

Plan

Number

Market

Unearned

Awards;

Value of

Shares,

Number of

Shares or

Units or

Securities

or Units

Units of

Other

Underlying

of Stock

Stock

Rights

Unexercised

Option

That

Options (#)

Unearned

Exercise

Expiration

Have Not

Name

Exercisable

Unexercisable

Options (#)

Price

Date

Vested(#)

Vested

Gvantsa Chumburidze

OFFICER COMPENSATION

Change in

Pension

Value and

Fees

Non-Equity

Nonqualified

Earned

Incentive

Deferred

Paid in

Stock

Option

Plan

Compensation

All Other

Name

Cash

Awards

Compensation

Earnings

Compensation

Total

Gvantsa Chumburidze

Gvantsa Chumburidze currently devotes approximately thirty hours per week to manage our affairs. She has agreed to work with no remuneration until such time as we generate profits from operations. At this time, we cannot accurately estimate when this will occur, if ever, to implement this compensation, or what the amount of the compensation will be.

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

GRANTING OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION. We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, and do not time the public release of such information based on award grant dates. During the last completed fiscal year, we have not made awards to any named executive officer or director during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

OPTION GRANTS. There have been no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE. There have been no stock options exercised by the executive officer named in the Summary Compensation Table.

LONG-TERM INCENTIVE PLAN (“LTIP”) AWARDS. There have been no awards made to a named executive officer in the last completed fiscal year under any LTIP.

COMPENSATION OF DIRECTORS

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, our director in such capacity.

EMPLOYMENT AGREEMENTS

Currently we do not have any employment agreements. We have executed the Consulting Agreement with our director Gvantsa Chumburidze under which she will get $3,000 per month for her consulting services.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table lists, as of the date of this prospectus, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 5,360,000 shares of our common stock issued and outstanding as of the date of this report.

Title of class

Name and Address of Beneficial Owner

Amount and
Nature of
Beneficial Ownership

Percent of
Common Stock

Common Stock

Gvantsa Chumburidze

34 Pekini Ave, Tbilisi, Georgia 0160

3,000,000

55.97%

All directors and executive officers as a group

3,000,000

55.97%

On March 06, 2025, we issued a total of 3,000,000 shares of restricted common stock valued at 0.0001 per share to Gvantsa Chumburidze, our officer and director in consideration of $300.

Further, Gvantsa Chumburidze has entered into a Loan Agreement to advance funds to us for implementing our business plan. According to the terms of the agreement, the funds will be repaid from revenues of operations if and when we generate sufficient revenues to fulfill the obligation. There is no assurance that we will ever generate revenues from our operations. The obligation to Gvantsa Chumburidze does not bear interest. The Loan Agreement evidences the advancement of funds by Gvantsa Chumburidze, outlining the terms and conditions of repayment. This formal arrangement provides clarity and ensures transparency regarding the financial support extended by our director to sustain the company’s operations.

Item 14. Principal Accountant Fees and Services

During fiscal year ended May 31, 2026, we incurred approximately $9,725 in fees to our principal independent accountants for professional services rendered in connection with the audit of our May 31, 2025 financial statements and for the reviews of our financial statements for the quarters ended August 31, 2025, November 30, 2025, and February 28, 2026.

PART IV

Item 15. Exhibits

The following exhibits are included as part of this report by reference:

19.1	Policy Regarding Insider Trading

31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

31.2	Certification of 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.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on June 17, 2026.

	Somitos Corp., Registrant


	By:	/s/ Gvantsa Chumburidze
		Gvantsa Chumburidze, President, Secretary,
		Treasurer, Principal Executive Officer,
		Principal Financial Officer and
		Principal Accounting Officer and
		Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Dated: June 17, 2026	By:	/s/ Gvantsa Chumburidze
		Gvantsa Chumburidze, President, Secretary,
		Treasurer, Principal Executive Officer,
		Principal Financial Officer and
		Principal Accounting Officer and
		Director

Somitos Corp. 10-K