UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~November~~May 3031, ~~2025~~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: 000-56669

MADE IN USA INC.

(Exact name of registrant as specified in its charter)

(561) 221-3000

(Registrant’s telephone number, including area code)

___________________________

(Former name, if changed since last report)

Nevada		37-1922983
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

1712 Pioneer Ave, Suite 500, Cheyenne, WY, 82001, USA

(Address, including Zip Code, of principal executive offices)

Registrant’s telephone number, including area code: (561) 789-1139

Business Center Sunkar, Building 47B, Aktau, 130002 Kazakhstan

(Former address if changed, since last report)

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

Title of each class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large, accelerated filer ☐ Accelerated filer ☐ Non-accelerated Filer ☐☒ Smaller reporting company ☒ (Do not check if this is a smaller reporting company) Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 1722,962,640 shares of Common Stock were issued and outstanding as of ~~November~~June 30, ~~2025~~2026.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION:	1
Item 1.	Financial Statements (Unaudited)	41
	Condensed Balance Sheets as of November 30, 2025 (Unaudited) and February 28, 2025	5
	Condensed Balance Sheets as of February 28, 2026 (audited) and May 31, 2026 (Unaudited)	2
	Condensed Statements of Operations for the three and Nine months ended November 30, 2025, and 2024 (Unaudited)	6
	Condensed Statements of Operations for the three months ended May 31, 2026 (Unaudited) and the three months ended May 31, 2025 (Unaudited)	3
	Statements of Stockholders’ Equity (Deficit) for the three and nine months ended November 30, 2025, and 2024 (Unaudited)	7
	Statements of Stockholders’ Equity (Deficit) for the three months ended May 31, 2026 (Unaudited) and the three months ended May 31, 2025 (Unaudited)	4
	Condensed Statements of Cash Flows for the six months ended November 30, 2025, and 2024 (Unaudited)	8
	Condensed Statements of Cash Flows for the three months ended May 31, 2026 (Unaudited) and the three months ended May 31, 2025 (Unaudited)	5
	Notes to the Condensed Financial Statements (Unaudited)	96
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1412
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1513
Item 4.	Controls and Procedures	1613
PART II	OTHER INFORMATION:
Item 1.	Legal Proceedings	1714
Item 1A.	Risk Factors	1714
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1714
Item 3.	Defaults Upon Senior Securities	1714
Item 4.	Mine Safety Disclosures	1714
Item 5.	Other Information	1714
Item 6.	Exhibits	1714
	SIGNATURES	1815

SPECIAL NOTE REGARDING FORWARD—LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical, or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate”, “approximate” or “continue”, or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Introduction to the business of the company post change in control

Made in USA Inc., a Nevada corporation (the “Company”), was formerly named Alixo-Yolloo Corporation and was engaged in ~~the business of~~ developing and marketing ~~a mobile application named “Alixo~~software.~~” Alixo~~ ~~has~~On ~~been designed to help users identify music tracks based on short samples recorded via their device’s microphone. As reported in the Company’s Form 8-K report filed September 10, 2025, as of~~ August 28, 2025 ~~there was a change in~~ control of the Company changed by a purchase by a group of a majority of the Company’s outstanding Common Stock and a change in the ~~members of the~~ Company’s executive ~~Board~~officers ~~of Directors~~ and in the ~~identity~~members of the Company’s ~~executive~~Board ~~officers~~of Directors.

Made in USA Inc. is a United States based company the business of which is to develop and thereafter operate a business primarily of reshoring industrial capacity to the United States, rebuilding U.S. manufacturing, and ensuring supply chain authenticity. The Company is building a technology-based system leveraging blockchain, artificial intelligence (“AI”), and internet of things (“IoT”) technologies, to provide certification, transparency, and validation solutions for American-made products.

The Company intends to specialize in the onshoring of industrial companies to help rebuild the United States’ manufacturing base and meet the demand for products manufactured in the USA. The Company intends to focus on acquiring technology and existing business operations overseas and reshoring those operations to the USA. The Company is also developing technology to assist in the tracking and authenticity of the origin of products for digital output, industry and agriculture, ensuring customers know the origin of the data and products they consume. ~~Providing~~The ~~validation~~Company will provide validation and digital evidence so all parties can meet their compliance requirements.

The Company’s technology is designed to help customers build and rely on a network of certified American products. The Company has identified industry verticals for its first acquisitions, identified potential acquisitions, and is negotiating the first transactions for 2026.

The Company maintains a technology platform for tracking, authenticity, and validation. The technology is built on the foundation of both enterprise resource planning and blockchain technology and offers an industry-leading approach for providing products with a digital identity. The technology has been developed and tested over multiple years and is an operational commercial solution.

3ii

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

The accompanying financial statements present information for the Company before and after the change in control. See “Introduction to the Business of the Company Post Change in Control” supra.

The change in control occurred on August 28, 2025. The financial information contained herein reflects the fact that the Company’s business prior to August 28, 2025 was development and sale of music software and after August 28, 2025 was development of a technology platform for certification.

The accompanying financial information has been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

MADE IN USA INC.

CONDENSED BALANCE SHEETS

	November 30, 2025 (Unaudited)			February 28, 2025 (Audited)
	May 31, 2026 (Unaudited)			February 28, 2026 (Audited)
ASSETS
Current Assets
Cash	$	–		$	~~13,861~~–
Prepaid Expenses		~~3,750~~–			271,~~500~~250
Total Current Assets		~~3,750~~–			411,~~361~~250
Intangible Assets, Net		9490,~~292~~818			7592,~~103~~555
TOTAL ASSETS	$	9890,~~042~~818		$	~~116~~93,~~464~~805
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	$	–		$	~~27,150~~–
Deferred Revenue		–			~~10,880~~–
Related Party Loan		622			~~73,034~~622
Total Current Liabilities		622			~~111,064~~622
Stockholders’ Equity (Deficit)
Common Stock, $0.001 par value, 75,000,000 shares authorized, 17,962,640 and 6,695,000 shares issued and outstanding as of November 30, 2025, and February 28, 2025, respectively		17,963			6,695
Common Stock, $0.001 par value, 75,000,000 shares authorized, 17,962,640 and 17,962,640 shares issued and outstanding as of May 31, 2026, and February 28, 2026, respectively		17,963			17,963
Additional Paid-In Capital		138,330			32138,~~205~~330
Accumulated Deficit		(5866,~~873~~097	)		(3363,~~500~~110	)
Total Stockholders’ Equity (Deficit)		9790,~~420~~196			593,~~400~~183
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	9890,~~042~~818		$	~~116~~93,~~464~~805

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

MADE IN USA INC.

CONDENSED STATEMENTS OF OPERATIONS

Three ~~and nine~~ months ended ~~November~~May 3031, ~~2025~~2026, and ~~2024~~2025

(Unaudited)

Three months ended November 30, 2025

Three months ended November 30, 2024

Nine months ended November 30, 2025

Nine months ended November 30, 2024

Three months ended May 31, 2026

Three months ended May 31, 2025

INCOME

Sales

~~1,100~~–

811,~~842~~476

~~37,036~~

~~23,425~~

Total income

~~1,100~~–

811,~~842~~476

~~37,036~~

~~23,425~~

Cost of goods sold

–

Gross (Loss) profit

~~1,100~~–

811,~~842~~476

~~37,036~~

~~23,425~~

EXPENSES

General and administrative expenses

32,~~812~~987

943,~~145~~002

~~62,409~~

~~45,496~~

Total expenses

32,~~812~~987

943,~~145~~002

~~62,409~~

~~45,496~~

INCOME (LOSS) BEFORE TAX PROVISION

(2,~~512~~987

)

(~~303~~31,526

)

~~(25,373~~

)

~~(22,071~~

)

INCOME TAX EXPENSE

–

NET INCOME (LOSS)

(2,~~512~~987

)

(~~303~~31,526

)

~~(25,373~~

)

~~(22,071~~

)

WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED

17,962,640

6,695,000

~~17,962,640~~

~~6,695,000~~

BASIC AND DILUTED NET LOSS PER SHARE

(0.00

)

(0.00

)

~~(0.00~~

)

~~(0.00~~

)

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

MADE IN USA INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Three ~~and nine~~ months ended ~~November~~May 3031, ~~2025~~2026, and ~~2024~~2025

(Unaudited)

	Common Stock						Additional Paid-in-			Accumulated
	Shares			Amount			Capital			Deficit			Total
Balance as of February 29, 2024		6,695,000		$	6,695		$	32,205		$	(10,842	)	$	28,058
Net loss for the period		–			–			–			(12,312	)		(12,312	)
Balance as of May 31, 2024		6,695,000			6,695			32,205			(23,154	)		15,746
Net loss for the period		–			–			–			(9,456	)		(9,456	)
Balance as of August 31, 2024		6,695,000			6,695			32,205			(32,610	)		6,290
Net loss for the period		–			–			–			(303	)		(303	)
Balance as of November 30, 2024		6,695,000		$	6,695		$	32,205		$	(32,913	)	$	5,987
Balance as of February 28, 2025		6,695,000		$	6,695		$	32,205		$	(33,500	)	$	5,400
Net loss for the period		–			–			–			(31,526	)		(31,526	)
Balance as of May 31, 2025		6,695,000		$	6,695		$	32,205		$	(65,026	)	$	(26,126	)
Cancellation of restricted shares		(3,000,000	)		(3,000	)		3,000			–			–
Balance as of February 28, 2026		17,962,640		$	17,963		$	138,330		$	(63,110	)	$	93,183
Cancellation of related party loan		–			–			117,393			–			117,393
Net loss for the period		–			–			–			(2,987	)		(2,987	)
Net income for the period		–			–			–			8,665			8,665
Balance as of May 31, 2026		17,962,640		$	17,963		$	138,330		$	(65,026	)	$	90,196
Balance as of August 31, 2025		3,695,000			3,695			152,598			(56,361	)		99,932
Forward split and new issuances		14,267,640			14,268			(14,268	)		–			–
Net loss for the period		–			–			–			(2,512	)		(2,512	)
Balance as of November 30, 2025		17,962,640		$	17,963		$	138,330		$	(58,873	)	$	97,420

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

MADE IN USA INC.

CONDENSED STATEMENTS OF CASH FLOWS

~~Nine~~Three months ended ~~November~~May 3031, ~~2025~~2026, and ~~2024~~2025

(Unaudited)

	Nine months ended November 30, 2025			Nine months ended November 30, 2024
	Three months ended May 31, 2026			Three months ended May 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(252,~~373~~987	)	$	(2231,~~071~~526	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		42,~~811~~987			21,~~354~~337
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		–			~~15,000~~–
Decrease (increase) in assets in progress		–			–
Decrease (increase) in prepaid expenses		~~23,750~~–			2824,~~800~~500
Increase (decrease) in accounts payable		~~(27,150~~–	)		~~(30~~11,~~648~~671	)
Increase (decrease) in deferred revenue		~~(10,880~~–	)		314,~~445~~680
Net cash flows used in operating activities		~~(34,842~~–	)		(320,~~120~~662	)
CASH FLOWS FROM INVESTING ACTIVITIES
Intangible assets		~~(24,000~~–	)		(4124,~~400~~000	)
Net cash flows used in investing activities		~~(24,000~~–	)		(4124,~~400~~000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Conversion of related-party loan into additional paid-in capital		~~117,393~~–			–
Proceeds from related-party loan		~~44,981~~–			366,~~684~~154
Repayments on related-party loan		~~(117,393~~–	)		–
Net cash flows provided by financing activities		~~44,981~~–			366,~~684~~154
NET INCREASE (DECREASE) IN CASH	$	~~(13,861~~–	)	$	(72,~~836~~816	)
CASH, BEGINNING OF PERIOD	$	~~13,861~~–		$	913,~~073~~861
CASH, END OF PERIOD	$	–		$	116,~~237~~677
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	–		$	–
Cash paid for income tax	$	–		$	–

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

MADE IN USA INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

~~NOVEMBER~~MAY 3031, ~~2025~~2026

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

The accompanying financial statements present information for the Company prior to the change in control. See “Introduction to the Business of the Company Post Change in Control” supra.

NOTE 2 – GOING CONCERN

The financial statements have been prepared on a going-concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

The Company has generated limited revenues since inception and has shifted its business model and currently has not generated revenues in the three months ending May 31, 2026 while it incurred a loss of ($252,~~373~~987) and ($2231,~~071~~526) for the ~~nine~~three months ended ~~November~~May 3031, ~~2025~~2026, and ~~2024~~2025, respectively. The Company has incurred losses since inception resulting in an accumulated deficit of ($5866,~~873~~097) as of ~~November~~May 3031, ~~2025~~2026, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors and/or private placement of common stock.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s fiscal year end is February 28 fiscal year end. ~~The Company has changed its year end to the calendar year.~~

The results for the ~~nine~~three months ending ~~November~~May 31, 302026, ~~2025,~~ are not necessarily indicative of the expected results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended February 28, ~~2025~~2026, filed with the Securities and Exchange Commission.

Use of Estimates

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

~~Reclassification of Prior Year Presentation~~6

Certain prior year amounts have been reclassified for consistency with the current year presentation. The Company has reclassified $60,800 previously reported under “Prepaid Expense” to “Assets in Process” in the balance sheets and statements of cash flows as of and for the fiscal year ended February 29, 2024. This adjustment did not materially impact on the financial position and the result of operations of the Company for the year indicated.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

These tiers include:

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

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

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

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

Software

The Company follows the provisions of ASC 985, “Software”, which requires that all costs incurred be expensed until technological feasibility have been established.

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate carrying out large amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Property and Equipment

Property and equipment are stated at cost and depreciated on the straight-line method over the estimated life of the asset, which is 3 years. Intangible Assets is made up of software costs stated at cost and amortized on the straight-line method over the estimated life of the asset, which is 15 years.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customer”. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

Step 1: Identify the contract with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

The Company ~~generates~~had generated revenue by selling API packages.

The Company ~~recognizes~~recognized revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product. There are no additional performance obligations. The transaction price is fixed in the invoice. Payment is generally made prior to the services being provided. If deposits are received prior to services being rendered, the Company recognizes deferred revenue until the services are completed.

107

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Basic Income (Loss) Per Share

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect on all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period presented.

Recently Adopted Accounting Pronouncements

The Company adopted the provisions of ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” during the year ended February 28, 2025. This ASU requires additional disclosures regarding reportable segments and significant segment expenses but does not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The adoption of this new guidance did not have a significant impact on the Company’s results of operations, cash flows, or financial condition.

The Company has one reportable segment at this time.

Recent Issued Accounting Pronouncements

The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements and does not believe any of these pronouncements will have a material impact on the Company other than those relating to Development Stage Entities discussed above.

NOTE 4 – COMMON STOCK

The Company has 75,000,000 common shares authorized with a par value of $0.001 per share. ~~In July 2021 the Company issued 5,000,000 shares of its common stock at $0.001 per share for total proceeds of $5,000 to a related party (see NOTE 5).~~

During November 2023 the Company issued 25,000 shares of common stock for cash proceeds of $500 at $0.02 per share.

During December 2023 the Company issued 555,000 shares of common stock for cash proceeds of $11,100 at $0.02 per share.

During January 2024 the Company issued 185,000 shares of common stock for cash proceeds of $3,700 at $0.02 per share.

During February 2024 the Company issued 930,000 shares of common stock for cash proceeds of $18,600 at $0.02 per share.

On June 27, 2025, Rassul Sadukbayev, former director of Alixo-Yolloo Corporation, who was the owner of 5,000,000 restricted shares representing 74.68% of the Company’s outstanding share capital, voluntarily decided to cancel 3,000,000 of his restricted shares. The cancellation was made without any compensation or consideration, and in the best interest of the Company. This action resulted in a material change to the Company’s capital structure and a reduction in total outstanding shares, impacting the Company’s reported shareholder equity and ownership distribution. The cancellation is effective as of June 27, 2025.

As a result of this cancellation:

	·	The total number of outstanding shares of the Company was reduced from 6,695,000 shares to 3,695,000 shares.
	·	Mr. Sadukbayev’s ownership was reduced from 5,000,000 shares (74.68%) to 2,000,000 shares (54.13%).

As of ~~November~~May 3031, ~~2025~~2026, and February 28, ~~2025~~2026, ~~the~~ the Company had 17,962,640 and 617,~~695~~962,~~000~~640 shares issued and outstanding, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances were considered temporary in nature and were not formalized by a promissory note.

From inception to ~~November~~May 3031, ~~2025~~2026, the Company’s former director advanced the Company $117,393 to cover the Company’s operating expenses, ofwith ~~which $44,359 was advanced during~~ the ~~six~~ ~~months ended August 31, 2025, and the~~ full amount of $117,393 ~~was~~that was repaid ~~during~~on or prior to the ~~same~~change ~~period,~~of ~~and~~control ~~during~~date ~~the~~of ~~recent~~August ~~period~~28, 2025 and a subsequent small related party loan of $622 was made toin ~~pay outstanding payables hence~~ the period ~~$622 balance as of~~ November 30, 2025. The loan is non-interest bearing, due upon demand and unsecured.

In July 2021 the Company sold 5,000,000 shares of common stock at a price of $0.001 per share to its former director, Rassul Sadukbayev. On June 27, 2025, Rassul Sadukbayev, who was the owner of 5,000,000 restricted shares decided to cancel 3,000,000 of his restricted shares. The cancellation was made without any compensation or consideration.

NOTE 6 – INTANGIBLE ASSETS

The Company follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established. The Company amortizes these costs using the straight-line method over the remaining estimated economic life of the product.

During the year ended February 28, 2023, the Company acquired application code for $17,820 and song database for $17,000. In February 2024, the Company sold its database for $15,000. In August 2024, the Company acquired sound fingerprints database for $16,000. In February 2025, the Company acquired song database for $14,000. In May 2025, the Company acquired AI Mood Matching API Module for $24,000.

During the year ended February 29, 2024, the Company capitalized website development costs for $7,000. During the year ending February 28, 2025, the Company capitalized website development costs for $25,400.

Amortization expense of capitalized software and website development costs was $1,737 and $~~837~~ 1,337 for the three months ended ~~August~~May 31, ~~2025~~2026, and ~~2024, respectively. Amortization expense of capitalized software and website development costs was $3,074 and $1,251 for the six months ended August 31,~~ 2025, ~~and 2024,~~ respectively.

The Company had the following intangible assets as of ~~November~~May 3031, ~~2025~~2026, and February 28, ~~2025~~2026:

Schedule of intangible assets
	As of May 31, 2026			As of February 28, 2026
	As of November 30, 2025			As of February 28, 2025
Application Code	$	17,820		$	17,820
AI Mood Matching API Module		24,000			–24,000
Song Database		14,000			14,000
Sound Fingerprints Database		16,000			16,000
Website Development Costs		32,400			32,400
Accumulated Amortization		(913,~~928~~402	)		(511,~~117~~665	)
Intangible Assets, Net	$	9490,~~292~~818		$	7592,~~103~~555

129

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Contractual Commitments

The Company has entered into no contractual commitments as of ~~November~~May 3031, ~~2025~~2026.

Litigation

The Company was not subject to any legal proceedings during the period from January 17, 2019 (Inception) to ~~November~~May 3031, ~~2025~~2026, and no legal proceedings are currently pending or threatened to the best of our knowledge.

NOTE 8 – INCOME TAX PROVISION

As of ~~November~~May 3031, ~~2025~~2026, the Company had net operating loss (“NOL”) carryforwards for Federal income tax purposes of $5866,~~873~~097 that may be offset against future taxable income ~~through 2040~~. No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying financial statements as the management of the Company believes that the realization of the Company’s net-deferred tax assets of approximately $1213,~~363~~ 880 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full ~~valuation~~ valuation allowance.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards ~~which was used to offset tax payable from prior year’s operations~~. ~~The~~ ~~Company~~A ~~has provided a~~ full valuation allowance onhas ~~the~~been recorded against these deferred tax assets because ofmanagement believes ~~the~~it ~~uncertainty~~is ~~regarding~~not ~~its~~more ~~realization.~~likely ~~The~~than ~~current~~not ~~valuation~~that ofthe deferred tax ~~allowance~~ isassets ~~not~~will ~~applicable~~be ~~as of November 30, 2025~~realized.

Components of deferred tax assets are as follows:

Schedule of deferred tax assets
	Nine Months Ended November 30, 2025			Year Ended February 28, 2025
	Three Months Ended May 31, 2026			Year Ended February 28, 2026
Net Deferred Tax Asset Non-Current:
Net Operating Loss Carry-Forward	$	5866,~~873~~097		$	3363,~~500~~110
Effective tax rate		21%			21%
Expected Income Tax Benefit from NOL Carry-Forward		1213,~~363~~880			713,~~035~~253
Less: Valuation Allowance		(1213,~~363~~880	)		(713,~~035~~253	)
Deferred Tax Asset, Net of Valuation Allowance	$	–		$	–

The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the ~~nine~~three months ~~ended~~May ~~November 30~~31, ~~2025~~2026 and the year ended February 28, ~~2025~~2026 as follows:

Schedule of actual tax benefit
	Nine Months Ended November 30, 2025			Year Ended February 28, 2025
	Three Months Ended May 31, 2026			Rate			Year Ended February 28, 2026			Rate
Computed “expected” tax expense (benefit)	$	(4,801	)	$	(4,758	)
Federal statutory tax benefit	$	(627	)		(21%	)	$	(6,218	)		(21%	)
Change in valuation allowance	$	~~4,801~~627		$	~~4,758~~21%			6,218			21%
Actual tax expense (benefit)	$	–		$	–0%		$	–			0%

Schedule of jurisdictional tax payments
Jurisdiction		Taxes Paid
Federal		$0
State		$0
Foreign		$0

NOTE 9 – SUBSEQUENT EVENTS

~~The~~Acquisition ~~Company has evaluated subsequent events from November 30, 2025, to the date the financial statements were issued and has determined that there are no items to disclose other than the change~~ of ~~control described in “Introduction to the Business of the Company Post Change in Control” supra.~~Assets

On ~~January~~June 326, 2026, ~~Dominick~~Made Fin USA Inc. ~~Maggio~~the ~~resigned~~Company acquired intellectual property and other assets from ~~the~~Made ~~office~~in ofUSA ~~Chief~~One ~~Operating~~LLC, ~~Officer~~a Wyoming limited liability company (“Seller”). The assets acquired are described below under “Description of ~~the~~Acquired Assets.” The Company and the Seller are affiliates by virtue of being under common control.

13In the transaction the Company issued the Seller 5,000,000 shares of its common stock as the sole consideration for the acquired assets. No cash consideration was paid. The shares are restricted securities under the Securities Act of 1933, as amended, and are subject to the resale limitations of Rule 144.

Description of Acquired Assets

The acquired assets constitute the core operating infrastructure for a technology-enabled Made in USA verification, certification, and supply-chain transparency platform, and include:

	·	65 premium domain names and digital properties
	·	Brand assets and common law rights associated with Made in USA names, including Made in USA Certified
	·	AI-enabled verification tools
	·	Blockchain infrastructure, including public and private XRPL (XRP Ledger) and Hyperledger frameworks
	·	TPM (Trusted Platform Module) security capabilities for system integrity
	·	ERP systems with IoT integration and modular DataWallet™ technology
	·	Nutrient Credit documentation capabilities for environmental and U.S. water quality program workflows
	·	Well-known/ai platform capabilities for AI-readable website accuracy and machine-readable information publishing
	·	Full digital and operational infrastructure, including servers, co-location, email systems, and content platforms
	·	Other assets related to the foregoing

Item 2.

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

This Management’s Discussion and Analysis of Financial Condition and results operations is based on the Company’s results prior to the change in control. See “Introduction to the Business of the Company Post Change in Control” supra.

Results of Operations

The Management’s Discussion and Analysis set forth below presents information for the Company before and after the change in control. See “Introduction to the Business of the Company Post Change in Control” supra.

The change in control occurred on August 28, 2025. The financial information contained herein reflects the fact that the Company’s business prior to August 28, 2025 was development and sale of music software and after August 28, 2025 ~~was~~has become a development of a technology platform for certification.

Results of Operations for the three months ended ~~November~~May 3031, ~~2025~~2026, compared to ~~November~~May 3031, ~~2024~~2025:

Revenues

For the three months ended ~~November~~May 3031, ~~2025~~2026, and ~~2024~~2025, the Company generated ~~total~~no revenue ofin ~~$1,100~~the ~~having~~current period and sold the Application Programming Interface (API) packages provided on its website for ~~and~~ $811,~~842,~~476 ~~respectively.~~in ~~The Company’s revenue decreased by $7,742, or 88%, compared to~~ the prior year~~, primarily due to an overall decrease in business activity.~~

Operating expenses

Total expenses for the three months ended ~~November~~May 3031, ~~2025~~2026, were $32,~~612~~987 and $943,~~146~~002 for the three months ended ~~November~~May 3031, ~~2024~~2025, consisting of general and administrative expenses. ~~Expenses decreased by $5,534, or 61%, for the three months ended November 30, 2025, primarily driven by lower marketing expenses.~~

Net Losses

The company recorded a net income (loss) of ($~~2,512~~2987) for the three months ending ~~November~~May 3031, ~~2025~~2026, and ($~~304~~31,526) for the three months ending ~~November~~May 3031, ~~2024~~2025. The Company’s net income for the three months ended ~~November~~May 3031, ~~2025~~2026, decreased compared to a net loss in the same period last year, primarily due to the factors ~~discussed~~ discussed above.

Results of Operations for the nine months ended November 30, 2025, compared to November 30, 2024:

Revenues

For the nine months ended November 30, 2025, and 2024, the Company generated total revenue of $37,036 having sold the Application Programming Interface (API) packages provided on its website and $23,425, respectively. The Company’s revenue increased by $13,611, or 58%, compared to the prior year, primarily due to an overall increase in business activity and an expanded customer base.

Operating expenses

Total expenses for the nine months ended November 30, 2025, were $62,409 and $45,497 for the nine months ended November 30, 2024, consisting of general and administrative expenses. Expenses increased by $16,912, or 37%, for the nine months ended November 30, 2025, primarily driven by professional fees and marketing expenses.

Net Losses

The company recorded a net loss of $25,373 for the nine months ended November 30, 2025, and $22,072 for the nine months ended November 30, 2024. The Company’s net loss for the nine months ended November 30, 2025, increased to $3,301, or 15% compared to the same period last year, primarily due to the factors discussed above.

Liquidity and Capital Resources

As of ~~November~~May 3031, ~~2025~~2026, there wewas ~~had~~ no cash reserves ofno ~~$0 and $13,861 of cash~~ reserves as of February 28, ~~2025~~2026 and our total liabilities were $622 and $~~111,064~~622as as of February 28, 2025, comprising no accounts payable compared to $27,150 as of February 28, 2025, no deferred revenue versus $10,880 as of February 28, 2025 and nothing owed to Rassul Sadakbayev, our former director which was $73,034 as of February 28, 2025)2026. The available capital reserves of the Company are not sufficient for the Company to remain operational.

Shareholders’ equity (deficit) has ~~increased~~decreased ~~from~~by ($52,~~400~~365) totaling $90,818 as of ~~February~~May 2831, ~~2025~~2026, tofrom $9893,~~042~~183 as of ~~November~~February 3031, ~~2025~~2026.

The Company has accumulated a deficit of ($5866,~~873~~097) as of ~~November~~May 3031, ~~2025~~2026, compared to ($3363,~~500~~110) as of February 28, ~~2025~~2026, and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

Net cash used in operating activities for the ~~nine~~three months ended ~~November~~May 3031, ~~2025~~2026, was $~~7,836~~0 compared to $720,~~836~~662 for the ~~nine~~three months ended ~~November~~May 3031, ~~2024~~2025.

Cash flows from investing activities for the ~~nine~~three months ended ~~November~~May 3031, ~~2025~~2026, was $~~24,000~~0 compared to ($4124,~~400~~000 for the ~~nine~~three months ended ~~November~~May 3031, ~~2024~~2025. ~~The shift in investing activities indicated investment in long-term intangible assets.~~

Cash flows from financing activities for the ~~nine~~three months ended ~~November~~May 3031, ~~2025~~2026, was $~~44,981~~0 compared to $366,~~648~~154 for the ~~nine~~three months ended ~~November~~May ~~30, 2024~~312025. ~~Financing activities showed an increase in cash inflows due to additional funds under a loan agreement with the former Director of the Company.~~

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Limited Operating History and Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated sufficient revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation as of ~~November~~May 3031, ~~2025,~~ 2026, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(f) and 15d–15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1613

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

During the period ending ~~November~~May 3031, ~~2025~~2026, there ~~were~~ were no pending or threatened legal actions against us.

Item 1A.

Risk Factors.

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

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

See ~~Note~~Notes 4 and 9 following the financial statements, supra.

Item 3.

Defaults Upon Senior Securities.

Not Applicable.

Item 4.

Mine Safety Disclosures.

Not Applicable.

Item 5.

Other Information.

During the quarter ended ~~November~~May 3031, ~~2025~~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(a) of Regulation S-K.

Item 6.

Exhibits.

Exhibit No.		Description
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		Certification of Principal Executive Officer 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
32.2		Certification of Principal Accounting Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1714

SIGNATURES

In accordance with the requirements of the Securities Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MADE IN USA INC.
Date: January 9, 2026	By:	/s/ Adam Reiser
Date: July 9, 2026	By:	/s/ Adam Reiser
		Name: Adam Reiser Title: Chief Executive Officer (Principal Executive Officer)

	MADE IN USA INC.
Date: January 9, 2026	By:	/s/ John Polyak
Date: July 9, 2026	By:	/s/ John Polyak
		Name: John Polyak Title: Chief Financial and Accounting Officer (Principal Financial Officer)

1815

Filing Compare · MADE IN USA INC.