0001952670 --12-31 false 2026 Q1 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure 0001952670 2026-01-01 2026-03-31 0001952670 2026-03-31 0001952670 2026-05-13 0001952670 2025-12-31 0001952670 2025-01-01 2025-03-31 0001952670 us-gaap:CommonStockMember 2026-01-01 2026-03-31 0001952670 us-gaap:AdditionalPaidInCapitalMember 2026-01-01 2026-03-31 0001952670 us-gaap:RetainedEarningsMember 2026-01-01 2026-03-31 0001952670 us-gaap:CommonStockMember 2025-12-31 0001952670 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0001952670 us-gaap:RetainedEarningsMember 2025-12-31 0001952670 us-gaap:CommonStockMember 2026-03-31 0001952670 us-gaap:AdditionalPaidInCapitalMember 2026-03-31 0001952670 us-gaap:RetainedEarningsMember 2026-03-31 0001952670 2024-12-31 0001952670 us-gaap:CommonStockMember 2024-12-31 0001952670 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001952670 us-gaap:RetainedEarningsMember 2024-12-31 0001952670 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001952670 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001952670 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001952670 2025-03-31 0001952670 us-gaap:CommonStockMember 2025-03-31 0001952670 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001952670 us-gaap:RetainedEarningsMember 2025-03-31 0001952670 fil:RentExpenseMember 2026-01-01 2026-03-31 0001952670 fil:RentExpenseMember 2025-01-01 2025-03-31 0001952670 fil:AccountingExpensesMember 2026-01-01 2026-03-31 0001952670 fil:AccountingExpensesMember 2025-01-01 2025-03-31 0001952670 fil:LegalAndProfessionalExpenseMember 2026-01-01 2026-03-31 0001952670 fil:LegalAndProfessionalExpenseMember 2025-01-01 2025-03-31 0001952670 fil:InsuranceExpensesMember 2026-01-01 2026-03-31 0001952670 fil:InsuranceExpensesMember 2025-01-01 2025-03-31 0001952670 fil:MarketingExpensesMember 2026-01-01 2026-03-31 0001952670 fil:MarketingExpensesMember 2025-01-01 2025-03-31 0001952670 fil:UtilitiesExpenseMember 2026-01-01 2026-03-31 0001952670 fil:UtilitiesExpenseMember 2025-01-01 2025-03-31 0001952670 fil:OfficeExpensesMember 2026-01-01 2026-03-31 0001952670 fil:OfficeExpensesMember 2025-01-01 2025-03-31 0001952670 fil:AdministrativeExpensesMember 2026-01-01 2026-03-31 0001952670 fil:AdministrativeExpensesMember 2025-01-01 2025-03-31 0001952670 srt:ChiefExecutiveOfficerMember 2026-03-31 0001952670 srt:ChiefExecutiveOfficerMember 2025-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended March 31, 2026

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

Commission File Number 333-286926

TV Channels Network Inc.

(Name of Small Business Issuer in its charter)

Nevada		88-3851932
(State of incorporation)		(IRS Employer Identification No.)

7582 Las Vegas Blvd. South

Las Vegas, NV

89123

(Address of principal executive office)

(Zip Code)

Registrant’s telephone number, including area code: 702-721-9915

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001

Indicate by check mark whether the registrant (1) has filed all reports 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 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	☒
		Emerging growth company	☒

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

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

As of May 13, 2026, the Company had 43,516,800 outstanding shares of common stock.

TV CHANNELS NETWORK, INC.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Quarterly Report on Form 10-Q that are not historical facts are “forward-looking statements. We have based these forward- looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:

Factors that might cause these differences include the following:

·the integration of multiple technologies and programs;

·the ability to successfully complete development and commercialization of sites and our company’s expectations regarding market growth;

·changes in existing and potential relationships with collaborative partners;

·the ability to retain certain members of management;

·our expectations regarding general and administrative expenses;

·our expectations regarding cash balances, capital requirements, anticipated revenue and expenses, including infrastructure expenses;

·other factors detailed from time to time in filings with the SEC.

In addition, we use words such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” and similar expressions to identify forward-looking statements.

We undertake no obligation to update publicly or revise any forward -looking statements, whether as a result of new information, or future events. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

iii

TV CHANNELS NETWORK, INC.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	5
Item 1. Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 3. Quantitative and Qualitative Disclosures About Market Risk	8
Item 4. Controls and Procedures	8
PART II - OTHER INFORMATION	10
Item 1. Legal Proceedings	10
Item 1A. Risk Factors	10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3. Defaults Upon Senior Securities	10
Item 4. Mine Safety Disclosure	10
Item 5. Other Information	10
Item 6. Exhibits	10
SIGNATURES	11

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

TV CHANNELS NETWORK, INC.

INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENT

		Page
Financial Statements

Condensed Consolidated Interim Balance Sheets		F-1

Condensed Consolidated Interim Statements of Operations		F-2

Condensed Consolidated Interim Statement of Changes in Equity		F-3

Condensed Consolidated Interim Statements of Cash Flows		F-4

Notes to Condensed Consolidated Interim Financial Statements		F-5

TV CHANNELS NETWORK, INC.

BALANCE SHEETS

As of March 31, 2026 and December 31, 2025

	Notes	March 31, 2026		December 31, 2025
		(Unaudited)		(Audited)
ASSETS
Current assets
Cash and cash equivalents	2.3	$	69,701	$	191
Total current assets			69,701		191

Operating lease, right of use asset			123,778		137,866
Deposits	2.5		5,550		5,550
Total assets		$	199,029	$	143,607

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current Liabilities
Account Payable	4	$	369,281	$	336,207
Advances to shareholders			70,000		-
Operating lease liability - current portion			64,903		63,156
Total current liabilities			504,184		399,363

Operating lease liability			72,370		89,089
Total liabilities			576,554		488,452

Stockholders’ Equity (Deficit)
Common stock - no par value, 800,000,000 shares authorized; 43,212,600 and 42,581,650 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	5		-		-
Additional paid-in capital			1,100		1,100
Accumulated surplus (deficit)			(378,625)		(345,945)
Total Stockholders’ deficit			(377,525)		(344,845)
Total Liabilities and Stockholders’ Equity		$	199,029	$	143,607

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

F-1

TV CHANNELS NETWORK, INC.

STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2026 and 2025

(Unaudited)

	For the Three Months Ended March 31,
	2026		2025

Revenues	$	-	$	-

Operating expenses
General and administrative expenses (Note 2.8)		32,680		25,581
Total operating expenses		32,680		25,581

Operating loss		(32,680)		(25,581)

Other income (expense)
Interest expense		-		-
Total other income (expense)		-		-

Net loss	$	(32,680)	$	(25,581)

Net loss per common share - basic and diluted	$	(0.001)	$	(0.001)

Weighted average common shares outstanding - basic and diluted		42,315,754		41,419,500

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

F-2

TV CHANNELS NETWORK, INC.

STATEMENT OF CHANGES IN EQUITY

For the Three Months Ended March 31, 2026 and 2025

(Unaudited)

	Common Shares
	Shares	Amount		Additional Paid-in Capital		Accumulated Surplus (Deficit)		Equity Balance
Balance at December 31, 2025	42,581,650	$	-	$	1,100	$	(345,945)	$	(344,845)
Shares issued during the period	630,950		-		-		-		-
Net loss for the period	-		-		-		(32,680)		(32,680)
Balance at March 31, 2026	43,212,600	$	-	$	1,100	$	(378,625)	$	(377,525)

Balance at December 31, 2024	40,191,850	$	-	$	1,100	$	(213,991)	$	(212,891)
Shares issued during the period	1,178,075		-		-		-		-
Net loss for the period	-		-		-		(25,581)		(25,581)
Balance at March 31, 2025	41,369,925	$	-	$	1,100	$	(239,572)	$	(238,472)

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

F-3

TV CHANNELS NETWORK, INC.

STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2026 and 2025

(Unaudited)

	For the Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net loss for the period	$	(32,680)	$	(25,581)
Non-cash transactions
Changes in operating assets		14,088		-
Changes in operating liabilities		104,821		25,512
Net cash provided by (used in) operating activities		86,229		(69)

Cash flows from investing activities:
Net cash provided by investing activities		-		-

Cash flows from financing activities:
Payments to related party		(16,719)		-
Net cash provided by financing activities		(16,719)		-

Net change in cash and cash equivalents		69,510		(69)
Cash and cash equivalents at beginning of period		191		266
Cash and cash equivalents at end of period	$	69,701	$	197

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

F-4

TV CHANNELS NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2026

1. Description of the Business

TV Channels Network Inc. (“the Company”/ “TVCN”) was established in August 2022 in Nevada.

The TV Channels Network basic service is FREE. Users can sign up now to watch various movies. Agreements are currently signed to offer subscribers 350 National Live TV Cable Channels and around 40,000 movie titles once funding is completed. Live TV Channels will be offered as an upsell to users. Top-tier films from major studios will be available on the platform once funding needs are met. Plus, TV Channels Network intends to become the first streaming service to offer subscribers 100 Video Music Concert Channels. The Video on Demand Pay Per View side of the streaming platform is already built out. The Legends of Classic Soul concerts will be available as pay-per-view events. The Legends of Classic Soul features concerts by The Four Tops, The Chi-Lites, The Dramatics, The Whispers, The Dells, The Manhattans, Harold Melvin’s Blue Notes, The Main Ingredient featuring Cuba Gooding, The Temptations Review featuring Dennis Edwards, and R&B groups.

TV Channels Network intends to feature many rock and rap legends from PBS On Tour Concert series. On Tour recorded an unprecedented historic 151 artists live in concert in 1997 on video. Full length concerts were recorded on Sting, Meatloaf, Ozzy Osbourne, Lenny Kravitz, Busta Rhymes, Lou Reed, The Cure, Devo, Hot Tuna, Dennis Brown, Bad Religion, Joan Osborne, Goo Goo Dolls, Bruce Hornsby, Indigo Girls, Smashing Pumpkins, No Doubt, Common Sense, Vic Chestnutt, White Zombie, Big Mountain, A Tribe Called Quest, Tears For Fears, The Fugees and Cypress Hill are some of the many artists in this legendary concert series. TV Channels Network’s goal is to enter new current revenue-sharing agreements with every artist in this series once funding is completed.

TV Channels Network helps fund and is a partner of World Class Pro Wrestling. World Class Pro Wrestling promotes live monthly events which sometimes feature various former and current WWE & AWE wrestlers. Subscribers have full access to watch all the exciting wrestling action right now on TV Channels Network - TV Channels Network.

TV Channels Network plans to compete with Amazon Prime Video, Apple’s Streaming Service, Disney+, HBO Max, Hulu, Peacock, Paramount+, Discovery, Netflix, YouTube, and others on the AVOD/TVOD (Streaming Video on Demand) market. In addition, the company intends to offer more affordable subscription prices. Access to Pay Per View Live Concert Events will be the first of its kind. TV Channels Network custom apps will be available on many devices.

TVCN service will include Dynamic Ad Insertion. This will allow our company to generate revenue by inserting ads into live linear programming and video on demand content. The plan is to gain viewers with various marketing and social media campaigns.

2. Summary of Significant Accounting Policies

2.1. Basis of Presentation

The Company’s fiscal year ends on December 31.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.GAAP”) in all material respects and have been consistently applied in preparing the accompanying financial statements.

2.2. Use of Estimates

The preparation of financial statements in conformity with the U.S. 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 of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Areas requiring significant estimates and assumptions by the Company include, but are not limited to fair value of financial instruments and the lease term.

F-5

Management evaluates the estimates and assumptions based on historical experience and believes those estimates and assumptions are reasonable based on the information available to them.

2.3. Cash and cash equivalents

The Company considers all balances with banks, short-term highly liquid investments with an original maturity date of purchase of three months or less to be cash equivalents.

2.4. Software

The Company is developing a website that manages the library of the movies and the customer subscriptions, any amount paid toward the development of the website is capitalized. During 2023, the software is tested for impairment and is carried at cost less impairment loss. The net carrying value of the software was $0 and there has been no change as of March 31, 2026. Further, there has not been any expenditure incurred as of March 31, 2026.

2.5. Fair value of financial instruments

We value our financial assets and liabilities on a recurring basis using the fair value hierarchy established in Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures.

ASC 820 describes three levels of inputs that may be used to measure fair value, as follows:

Level 1 input, which includes quoted prices in active markets for identical assets or liabilities.

Level 2 inputs, which include observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability; and

Level 3 inputs, which include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation.

The carrying amounts of cash and accounts payable approximate their fair value because of the short-term nature of these instruments.

2.6. Income taxes

The Company’s income tax benefit differs from the expected income tax benefit by applying the U.S. Federal statutory rate to net income (loss) as follows:

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company’s ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. The Company assessed the need for a valuation allowance against its net deferred tax assets and determined that a full valuation allowance is required due to the cumulative losses through March 31, 2026 and December 31, 2025, and no history of generating taxable income; hence, deferred tax assets have not been recognized.

2.7. Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard-setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

F-6

Recently Adopted Standards

ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollar amounts and percentages, with specific categories and further disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount determined by multiplying pre-tax income (loss) by the applicable statutory rate. The ASU also requires disclosure of income taxes paid disaggregated by federal, state, and foreign jurisdictions. The Company adopted ASU 2023-09 effective January 1, 2025 on a prospective basis. The adoption did not have a material impact on the Company’s financial statements.

ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, as well as other segment items and a description of its composition. The ASU also requires entities with a single reportable segment to provide all disclosures required under the standard. The Company adopted ASU 2023-07 effective January 1, 2025. The adoption had a financial statement disclosure impact only and did not have a material impact on the Company’s financial statements.

Recently Issued Standards Not Yet Adopted

ASU 2023-08 - Accounting for and Disclosure of Crypto Assets

In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The ASU requires entities to subsequently measure qualifying crypto assets at fair value, with changes in fair value recognized in net income each reporting period. The ASU also establishes specific disclosure requirements, including information about significant crypto asset holdings, contractual sale restrictions, and changes in such holdings. The guidance applies to crypto assets that meet all of the following criteria:

·Meet the definition of intangible assets as defined in the ASC Master Glossary;

·Do not provide enforceable rights to or claims on underlying goods, services, or other assets;

·Are created or reside on a distributed ledger based on blockchain or similar technology;

·Are secured through cryptography;

·Are fungible; and

·Are not created or issued by the reporting entity or its related parties.

ASU 2023-08 is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted. The Company does not currently hold any crypto assets. Accordingly, the adoption of ASU 2023-08 is not expected to have a material impact on the Company’s financial statements.

ASU 2024-03 - Disaggregation of Income Statement Expenses

In November 2025, the FASB issued ASU 2025-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires public business entities to disclose, in the notes to financial statements, specified information about certain costs and expenses included in expense line items presented on the face of the income statement. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-03 on its consolidated financial statements and related disclosures.

F-7

ASU 2025-05 - Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets: The ASU provides a practical expedient permitting entities to assume that conditions at the balance sheet date remain unchanged over the life of current accounts receivable and current contract assets when estimating expected credit losses. The guidance is effective for annual and interim reporting periods beginning after December 15, 2025, with early adoption permitted. The Company does not expect ASU 2025-05 to have a material impact on its financial statements.

ASU 2025-06 - Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software: The ASU requires entities to begin capitalizing software development costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform its intended function (the “probable-to-complete recognition threshold”). The amendments are effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted. Entities may apply the amendments using a prospective, modified retrospective, or retrospective transition approach. The Company is currently evaluating the impact of ASU 2025-06 and will assess the impact upon adoption.

ASU 2025-11 - Interim Reporting: Narrow-Scope Improvements

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements: The ASU requires entities to disclose events occurring since the end of the last annual reporting period that have a material impact on the entity. The amendments apply to all entities that present interim financial statements in accordance with GAAP. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The amendments may be applied either prospectively or retrospectively. The Company expects ASU 2025-11 to impact its disclosures only and does not expect it to affect its results of operations, financial condition or cash flows.

2.8. General and Administrative Expenses

General and administrative expenses consist of rent expense, legal and professional expenses, utilities expense, marketing expense, and other operating expenses for the three months ended March 31, 2026, and March 31, 2025. The detailed breakup of the same is as follows:

	For the Three Months Ended March31,
	2026		2025
General and Administrative Expenses
Rent Expense	$	16,780	$	16,500
Accounting Fees		2,600		1,500
Legal Fees		9,050		4,100
Insurance Expense		856		434
Marketing Expense		1,647		1,647
Utilities Expense		1,732		1,160
Office Expenses		-		240
Administrative Fees		15		-
Total General and Administrative Expenses	$	32,680	$	25,581

2.9. Lease

The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.

F-8

In calculating the right of use asset and lease liability, the Company has elected not to combine lease and non-lease components. The non-lease components are accounted for separately and recognized as expenses when incurred. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term.

The operating lease cost (operating cash flows) for the operating leases of the company is $16,571 and $16,500 for the Three months ended March 31, 2026 and 2025 respectively, which are recognized in the General and Administrative Expenses.

Supplemental balance sheet information related to leases are as follows:

	For the Three Months Ended March31,
	2026		2025
Operating Leases
Right-of-Use Assets	$	123,778	$	137,866

Short-term Lease Liabilities		64,903		63,156
Long-term Lease Liabilities		72,370		89,089
Total Lease Liabilities	$	137,273	$	152,245

Weighted Average Remaining Lease Term (in years)		2.08		3.25

Weighted Average Discount Rate		8.00%		8.00%

2.10 Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. There was no difference between net loss and comprehensive loss presented in the consolidated financial statements for the three months ended March 31, 2026 and 2025.

2.11 Segment Reporting

In accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”), we identify our operating segments according to how our business activities are managed and evaluated. ASC 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment.

The key measures of segment profit or loss reviewed by our CODM are operating costs. These metrics are reviewed and monitored by the CODM to manage and forecast cash. The CODM reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. The following table presents selected financial information with respect to the Company’s single operating segment for the Three months ended March 31, 2026 and 2025:

F-9

	Three Months Ended March31,
	2026		2025
Net revenue	$	-	$	-

Operating expenses:
General and administrative		32,680		25,581
Total operating expenses		32,680		25,581

Loss from operations		(32,680)		(25,581)

Other expenses
Impairment Loss		-		-
Total other expenses		-		-

Net loss	$	(32,680)	$	(25,581)

2.12 Net Loss per Share

Net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents both basic and diluted net loss per share. Diluted net loss per share reflects the actual weighted average number of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding.

Potentially dilutive securities are excluded from the calculation of diluted net loss per share if their inclusion would be anti-dilutive. As there are no potentially dilutive securities as of March 31, 2026 and 2025, the diluted net loss per share is the same as basic net loss per share for both periods.

3. Going Concern

The Company currently has limited operations. The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business.

As reflected in the accompanying financial statements, the Company had an accumulated deficit of $378,625 as of March 31, 2026, and $345,945 as of December 31, 2025. The Company has a limited operating history, and its continued growth is dependent upon the start of selling its services; hence generating revenues and obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan, and generate significant revenues. There are no assurances that the Company will be successful in its efforts to generate substantial revenues, maintain sufficient cash balance, report profitable operations, or continue as a going concern. The Company plans on raising capital through the sale of equity or debt instruments to implement its business plan. However, there is no assurance these plans will be realized and that any additional financings will be available to the Company on satisfactory terms and conditions, if any.

The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

4. Related Party Transactions

Accounts Payables contain payables to related parties which is accumulated advances paid by the CEO for operating expenses of the company, which amount to $369,281 and $336,207 as of March 31, 2026, and December 31, 2025, respectively.

On January 15, 2026, the Company entered into a non-interest-bearing promissory note with its CEO, Darryl Payne, in the principal amount of $70,000 to fund NASDAQ listing and application fees. The loan is unsecured and does

F-10

not have a fixed maturity date; instead, repayment is contingent upon the Company generating sufficient net revenue to satisfy the debt, as determined in good faith by the Board of Directors. In the event of corporate dissolution or bankruptcy, the note becomes immediately due and payable from remaining corporate assets, subject to the priority of senior secured creditors.

5. Common Stock

The Company is authorized to issue 800,000,000 of common shares with no par value, and any amount paid in excess of par value is considered as additional paid in capital.

As of March 31, 2026, the company had issued 43,212,600 shares with no par value and as of December 31, 2025, the company had issued 42,581,650 shares with no par value.

6. Commitments and Contingencies

No commitments and no contingent liabilities are outstanding as at March 31, 2026, and December 31, 2025.

7. Subsequent Events

The company has evaluated subsequent events for recognition and disclosure through May 14, 2026, which is the date the financial statements were available to be issued. No other matters were identified affecting the accompanying financial statements and related disclosures.

F-11

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

You should read the following discussion and analysis of our financial condition and results of our operations together with our consolidated financial statements and the notes thereto appearing elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors”, “Cautionary Statement Regarding Forward-Looking Statements” and elsewhere in this prospectus. Please see the notes to our Financial Statements for information about our Critical Accounting Policies and Recently Issued Accounting Pronouncements.

Our discussion within MD&A is organized as follows:

Overview. This section contains background information on TV Channels Network Inc., summary of its business, objectives and initiatives, in order to provide context for management’s discussion and analysis of our financial condition and results of operations.

Results of operations. This section contains an analysis of our results of operations presented in the accompanying audited Statements of Operations for the fiscal year ended December 31, 2025. Additionally, this section also contains an analysis of the unaudited Statements of Operations for the six months ended March 31, 2026.

Liquidity and capital resources. This section provides an analysis of our cash flows at December 31, 2025 and March 31, 2026.

Critical accounting estimates. This section contains a discussion of the critical accounting estimates that we believe are important to our financial condition and results of operations. In addition, all of our significant accounting policies, including critical accounting policies, are summarized in Note 2 “Summary Of Significant Accounting Policies,” in the Notes to audited Financial Statements set forth in this prospectus.

Overview

We are currently incorporated and in good standing in the State of Nevada. Our registered address is 7582 Las Vegas Blvd. South, Las Vegas, Nevada 89123 and our telephone number is (702) 721-9915. We maintain the following website: https://tvchannelsnetwork.com. Information available on our website is not incorporated by reference in and is not deemed a part of this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our common stock.

TV Channels Network Inc. is a music and entertainment technology company with a primary purpose of providing streaming entertainment content. The Company was created with a goal of becoming a major entertainment content provider by securing monthly subscribers to our streaming service.

We expect to go live soon after the closing of this offering and to start generating revenues with the sale of premium channel subscription packages. Our objective is to become the first streaming service to offer subscribers over 300 national live channels and 100 live video concert channels, including live concerts and sporting events only available on TV Channels Network.

The Company intends to grow its portfolio by continually seeking to acquire additional assets for ownership, including other streaming services, movie and film libraries, original content and exclusive rights to film and music events.

Results of Operations

Revenues

For the six month periods ending March 31, 2026 and 2025, the Company was still in the development process, and had no revenues, as the Company’s focus has been on increasing free subscribers to our platform and negotiating with content providers to sign up as part of our network. Similarly, for the fiscal years ending December 31, 2025 and 2023, the Company was still in the development process and had no revenues.

Cost of Services

For the three month periods ending March 31, 2026 and 2025, as well as the fiscal years ending December 31, 2025 and 2024, the Company was still in the development process, and incurred no cost of services, as the focus was on increasing free subscribers (which did not generate revenue) and developing a system to manage the cost of future revenues.

General and Administrative Expenses

Our general and administrative expenses for the year ending December 31, 2025, were $131,954, as compared to $138,812 for the year ending December 31, 2024. Our general and administrative expenses for the three months ending March 31, 2026, were $32,680, as compared to $25,581 in the comparative period in 2025. The increase was primarily attributed to increasing operations in the three months ending March 31, 2026, as compared to the three months ending March 31, 2025.

Liquidity and Capital Resources

As of March 31, 2026, the Company had approximately $199,029 in total assets, as compared to $143,416 in total assets as of December 31, 2025. The increase is primarily attributable to an increase in cash and cash equivalents held by the Company..

Total liabilities increased from $488,452 in the fiscal year ending December 31, 2025, to $576,554 for the three months ended March 31, 2026, primarily from an increase in accounts payable from $336,207 as of December 31, 2025 to $369,281 as of March 31, 2026. The increase of $33,074 in accounts payable is due to advances made to the Company by shareholders for operating expenses. The current portion of operating lease liability increased from $63,156 to $64,903, offset by a decrease in noncurrent operating lease liability from $89,089 to $72,370.

Upon the closing of our offering, we will start our national TV advertising and social media campaigns in order to secure monthly subscribers to our streaming service. We expect to go live with over 300 channels soon after of the close of the offering. We expect to be generating positive revenues within 45 to 60 days after going live with our premium channels subscription packages. Our objective is to become the first streaming service to offer subscribers over 300 national live channels and 100 live video concert channels, including showcasing live concerts and sporting events only available on TV Channels Network streaming services.

Our ability to remain in operations depends on the continued funding by the CEO of the Company. The Company has enough capital to last up to and through the offering, to sustain its current operations. The Company has no bank lines or other financing arranged. We believe that the proceeds from the offering, together with our cash and cash equivalent balances will be adequate to meet our liquidity and capital expenditure requirements for the next 36 months. We anticipate that we will need at least $20,000,000 to attain significant business growth. In the future, we may need to seek additional capital, potentially through bonds, or convertible notes to fund our plan of operations.

Critical accounting estimates

We have prepared the accompanying unaudited interim Financial Statements and audited annual Financial Statements in accordance with GAAP. The preparation of the financial statements requires the use of judgments and estimates that affect the reported amounts of revenues, expenses, assets and liabilities. We have adopted accounting policies and practices that are generally accepted in the industry in which we operate. If these estimates differ significantly from actual results, the impact to the unaudited interim Financial Statements and audited annual Financial Statements may be material.

Software

Income taxes

The Company’s income tax benefit differs from the expected income tax benefit by applying the U.S. Federal statutory rate of 21% to net income (loss).

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and results of recent operations. The Company’s ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. The Company assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to the cumulative losses through December 31, 2025 and no history of generating taxable income and hence deferred tax asset has not been recognized.

Restatement of Previously Issued Financial Statements

During the course of the Independent Audit of the Company’s fiscal year December 31, 2025 along with already audited comparative figures of December 31, 2023, the Company’s Auditor identified errors that were determined to be material in the financial year ended December 31, 2023 financial statements which were required to be restated in the financial statements for the year ended December 31, 2023.

As a result, the Company has restated the balance as of December 31, 2023 in accordance with ASC 250, Accounting Changes and Error Corrections (the “restated financial statements”).

Off-Balance Sheet Arrangements Commitments and Contractual Obligations; Quarterly Results

As of March 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Required

Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934,as amended (the “Exchange Act”), as of December 31, 2025, we have carried out an evaluation of the effectiveness of the design and operation of our Company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company’s management, our President (Principal Executive Officer) and Treasurer (Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of December 31, 2025, our Company’s disclosure controls and procedures were not effective and did not provide reasonable assurance that material information related to our Company 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 the SEC’s rules and forms, and that such information is accumulated and communicated to management to allow timely decisions on required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

·Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

·Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in INTERNAL CONTROL -- INTEGRATED FRAMEWORK.

Our management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective based on the criteria in INTERNAL CONTROL -- INTEGRATED FRAMEWORK issued by the COSO.

This quarterly report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the first quarter ended September 30, 2019, that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

Item 1A. Risk Factors

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Description

Exhibit		Description

31.1		Certification of CEO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of CFO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

32.2		Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TV CHANNELS NETWORK INC.

Dated: May 14, 2026	By:	/s/ Darryl Payne
		Darryl Payne
		Chief Executive Officer, President and Director Principal Executive Officer

	By:	/s/ Jorge Verar
		Jorge Verar
		Chief Financial Officer Principal Financial and Accounting Office

Pursuant to the requirements of the Securities Exchange Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Darryl Payne	Chief Executive Officer and Director	May 14, 2026
Darryl Payne

/s/ Jorge Verar	Chief Financial Officer	May 14, 2026
Jorge Verar

/s/ Darryl Johnson	Director	May 14, 2026
Darryl Johnson

/s/ Steven George	Director	May 14, 2026
Steven George

/s/ Marshall Thompson	Director	May 14, 2026
Marshall Thompson

/s/ Okechukwa Ukah	Director	May 14, 2026
Okechukwa Ukah

TV Channels Network Inc. 10-Q