GSMT 10-K & 10-Q changes, risk factors and insider trading

We are a company in the development stage corporation with limited operationsoperations. andAlthough minimalwe revenueshave begun generating revenue from our businessactivities, operations.we continue to incur net losses.

Our financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge our liabilities and commitments in the normal course of business for the foreseeable future. As of May 31, 20252026, Global-Smart.Tech Inc. Inc. hashad an accumulated deficit of $270,605$374,373. and duringDuring the year ended May 31, 2025,2026, the Company reported a net loss of $103,768 and used cash in operations of $38,922 has reported a net loss of $124,374.$24,375. These factors raise substantial doubt about our ability to continue as a going concern.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues until we have raised the funds necessary to conduct a marketing program.

Total expenses for the year ended May 31, 2025 were $131,242, made up of office expenses of $15, professional fees of $29,513, IT & software expenses of $1,905, platform expense of $25,550, business licenses and permits of $60, bank service charges of $2, and depreciation expense of $74,197 Total expenses for the year ended May 31, 2024 were $91,409 made up of professional fees of $17,212, depreciation expense of $74,197.

The increases in revenue and expenses in the current year were mostly due to the general overall growth of the Company. Total expenses increased by $39,833,$51,682, a necessary investment to support our commercial activities. Key expendituresexpenditures, such as the $25,550 platform expense and $1,905$52,115 in IT & software costsexpenses, which was an increase of $50,210 from the prior year, directly enabled the technology and infrastructure required for our business model.

As of May 31, 2025,2026, we had nolimited current assets,assets of $9,100, have recurring losses, have an accumulated deficit, and continue to use cash in operations. These factors raise substantial doubt about our ability to continue as a going concern. In the opinion of our management, additional funding is required to meet our development goals goals for the next twelve months. While there are currently no guarantees, we expect to be able to generate revenue primarily through the sale of pricing plans for our cloud rendering services.

We have generated minimal revenue of $6,868$86,024 since inception inception on April 15, 2022. We will require additional funds to implement our plans. These funds may be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership of our shares. We will also need more funds if the operations of our cloud rendering platform cost more than we have budgeted. Our future depends upon our ability to obtain further financing, the successful operations of business, a successful marketing and promotion program, attraction, and, further in the future, achieving a profitable level of operations.

We used $38,922$24,375 of cash in net operating activities activitiesfor the year ended May 31, 2026 and $38,922 for the year ended May 31, 2025 and $17,211 for the year ended May 31, 2024.2025. The primary allocation of cash has been directed towards general working capital needs, reflecting the ongoing operational requirements of the business.

For the years ended May 31, 20252026 and 2024 2025 we had cash of $51,865$11,513 and $17,211$51,865 provided by financing activities. During the year ended May 31, 20252026 we received $26,841$7,203 in cash proceeds from the sale of common stock. As well, during the same year, Mr. Rodin, our CEO, advanced $26,224 to pay for company expensesstock ($17,211$26,841 during the year ended May 31, 20242025). As well, during the year ended May 31, 2026, Mr. Rodin, our CEO, advanced $4,310 to pay for company expenses ($26,224 during the year ended May 31, 2025), and no repayments were made during the year ended May 31, 2026 ($1,200 was repaid $1,200.during the year ended May 31, 2025). As of May 31, 20252026 total advances from Mr. Rodin were $430,115. $434,425.

We don'tdo not have any off-balance sheet arrangements that would significantly impact our financial health, revenues, expenses, or liquidity for investors now or in the future.

The Company’s business model centers on cloud rendering services. We believe that revenue growth and long-term profitability can be achieved in the year 2025 and beyond by ensuring the technical performance of our cloud rendering platform remains highly cost-effective. As we continue to expand, the gradual growth of our cloud rendering will provide opportunities to further increase revenue from the sale of rendering capacities.

Our primary target customers include 3D interior designers and visualizers in the design industry. We aim to offer a range of flexible and competitive pricing options to attract clients and and maximize revenue potential. This revenue stream is a key driver of our financial growth and sustainability in the foreseeable future.

We are considering choosing online marketing as our key strategy to attract users. We will invest into promotion via different social networks and search engine optimization. ThisThe isCompany plannedalso receives ongoing advisory support related to helpits usbranding, tocontent appeardevelopment, inand usersoverall searchmarketing inquiriesstrategy, byincluding periodic keyreviews, words.recommendations, and guidance on market positioning and promotional activities.

Global-Smart.TechAs Inc.of isFebruary a28, company2026, withthe onlyCompany had one employee, employee, Yehor Rodin, our President, CEO, Treasurer, Secretary, Director.Director, We also haveand an independent director, Genismarlon Da Silva Nunes, who is not considered an employee. The Company may consider hiring more employees if the need arises.

Results of Operations for the Three Months Ended NovemberFebruary 30,28, 20252026 and 20242025

For the three months ended NovemberFebruary 28, 30, 20252026 and 2024, 2025, we generated total revenue of $28,971$14,052 and $0,$1,200, respectively.

Total operating expenses for three months ended NovemberFebruary 30,28, 20252026 were $35,410.$38,998. The operating expenses included general and administrative expenses $11,720,$16,848, depreciation expense of $18,550 and professional fees of $5,140.$3,600.

Total operating expenses for three months ended NovemberFebruary 30,28, 20242025 were $57,858.$22,116. The operating expenses included generaldepreciation and administrative expenses $25,612, depreciation expense of $18,550$18,549 and professional fees of $13,696.$3,567.

Total expenses decreasedincreased by $22,448, driven by a reduction in professional fees and general and administrative expenses$16,882 due to timingan ofincrease servicesin providedgeneral byadministrative third-partiesexpenses, including search engine optimization (“SEO”) services, website maintenance services, and themarketing CEO.services.

Net loss for three months ended February November28, 30,2026 2025 was $6,439.$24,946.

Net loss for three months ended NovemberFebruary 30,28, 2024 2025 was $57,858.$20,916.

Results of Operations for the SixNine Months Ended NovemberFebruary 30,28, 20252026 and 20242025

For the sixnine months ended NovemberFebruary 28, 30, 20252026 and 2024, 2025, we generated total revenue of $43,774$57,826 and $0,$1,200, respectively.

Total operating expenses for sixnine months ended NovemberFebruary 30,28, 20252026 were $96,889.$135,887. The operating expenses included general and administrative expenses $23,560,$40,408, depreciation expense of $37,099$55,649 and professional fees of $36,230.$39,830.

Total operating expenses for sixnine months ended NovemberFebruary 30,28, 20242025 were $85,407.$107,523. The operating expenses included general and administrative expenses $25,612, depreciation expense of $37,099$55,648 and professional fees of $22,696.$26,263.

Total expenses increased by $11,482,$28,364, driven by an increase in professional fees due to the Company incurring fees for DTC advisory costs and increased IT & software costs for website support support,and SEO services, offset by decreases from the lack of coding services provided by the CEO in the current period versus the prior period.

Net loss for threenine months ended NovemberFebruary 30,28, 2024 2026 was $85,407.$78,061.

As of NovemberFebruary 30,28, 20252026 our accumulated deficit was $323,720$348,666 and we incurred operating losses of $53,115$78,061 and used cash in operations of $15,279$17,279 during the sixnine months ended NovemberFebruary 28, 30, 2025.2026. These factors raise substantial doubt about our ability to continue as a going concern. In the opinion of our management, additional funding is required to meet our development goals for the next twelve months. While there are currently no guarantees, we expect to be able to generate revenue primarily through the sale of pricing plans for our cloud rendering services.

We had operating cash outflows of $15,279$17,279 for the sixnine months ended NovemberFebruary 30,28, 20252026 and $21,068$24,912 for the sixnine months ended NovemberFebruary 30,28, 2024.2025. The primary allocation of cash has been directed towards general working capital needs, reflecting the ongoing operational requirements of the business.

Our Company made no investments during the sixnine months ending ended NovemberFebruary 30,28, 20252026 and November 30, 2024.2025.

Net cash provided by financing activities during the sixnine months ended NovemberFebruary 30,28, 20252026 and 20242025 was $11,513 and $21,068,$24,912, respectively. During the sixnine months ended NovemberFebruary 30,28, 2025,2026, Mr. Rodin advanced $4,310 to pay for Company expenses compared to $21,068$26,112 during the sixnine months ended NovemberFebruary 30,28, 2024.2025. Also during the the sixnine months ended NovemberFebruary 30,28, 2026 and 2025, we received $7,203 and $0 in proceeds from the sale of common stock.stock and made repayments to related parties of $0 and $1,200, respectively.