USDW 10-K & 10-Q changes, risk factors and insider trading
Made In Usa Inc. · OTC · Services-Computer Processing & Data Preparation · CIK 1977837 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Not applicable to smaller reporting companies.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Other Income (Expenses)”
Largest changes
“The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.”see in full comparison
“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.”see in full comparison
“As of February 28, 2026, the Company had no cash reserves $0 and $13,861 of cash reserves as of February 28, 2025. The Company’s total liabilities were $622 and $111,064 as of February 28, 2026 and 2025, respectively, 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 a related party which was $73,034 as of February 28, 2025. The available capital reserves of the Company are not sufficient for the Company to remain operational.”see in full comparison
“There is no historical financial information about the Company upon which to base an evaluation of our performance. The Company is in the start-up stage of operations and has not generated sufficient revenues. The Company cannot guarantee the Company will be successful in the Company’s business operations. The Company’s 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.”see in full comparison
“As of February 28, 2025 we have cash reserves of approximately $13,861 ($9,073 as of February 29, 2024) and our liabilities are $111,064 ($79,998 as of February 29, 2024), comprising $27,150 accounts payable ($43,648 as of February 29, 2024), $10,880 deferred revenue ($0 as of February 29, 2024) and $73,034 ($36,350 as of February 29, 2024) owed to Rassul Sadakbayev, our director. The available capital reserves of the Company are not sufficient for the Company to remain operational.”see in full comparison
Full comparison: every changed paragraph (22)
Results of Operations
for the yearsyear ended February 28, 20252026, andcompared to February 29,28, 20242025:
For the yearsyear ended February 28, 20252026, and February2025,
29, 2024, the Company generated total revenue of $37,760$37,036 havingand sold$37,760, respectively, selling the Application Programming Interface (API) packages
provided on
its website and $21,518, respectively.website. The Company'sCompany’s revenue increaseddecreased by $16,242,$724, or 75%,2%, compared to the prior year, primarily due to the change
anin overallnew increasemanagement inand new direction of the business activity and an expanded customer base.model.
Total expenses for the yearyears ended February 28,
2026 and 2025
were $60,418$66,646 ($27,422and for$60,418, the year ended February 29, 2024)respectively, consisting primarily of general and administrative expenses. Expenses increased
by $32,996,
$6,228, or 120%,10%, for the year ended February 28, 2025,2026, primarily driven by marketingprofessional expensesfees and softwaremarketing development expenses, reflecting the
Company's strategic focus on growth.expenses.
Other Income (Expenses)
Total other expenses for
the years ended February 28, 2025 and February 29, 2024 was $0 and $867, respectively. The other expenses included the loss on sale of
the intangible asset.
The company recorded a net loss of $22,658$29,610 for
the the
year ended February 28, 2025,2026, and $6,771$22,658 for the year ended February 29,28, 2024.2025. DespiteThe theCompany’s increase in revenue, the Company reported a
net loss for the fiscal year ended February
28, 2025,2026, asincreased to $6,952, or 31% compared to the growthsame ofperiod operatinglast expensesyear, exceededprimarily due to the growthfactors ofdiscussed revenue.above.
As of February 28, 2026, the Company had no cash reserves $0 and $13,861 of cash reserves as of February 28, 2025. The Company’s total liabilities were $622 and $111,064 as of February 28, 2026 and 2025, respectively, 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 a related party which was $73,034 as of February 28, 2025. The available capital reserves of the Company are not sufficient for the Company to remain operational.
As of February 28, 2025 we
have cash reserves of approximately $13,861 ($9,073 as of February 29, 2024) and our liabilities are $111,064 ($79,998 as of February
29, 2024), comprising $27,150 accounts payable ($43,648 as of February 29, 2024), $10,880 deferred revenue ($0 as of February 29, 2024)
and $73,034 ($36,350 as of February 29, 2024) owed to Rassul Sadakbayev, our director. The available capital reserves of the Company are
not sufficient for the Company to remain operational.
Shareholders’ equity (deficit) has decreased increased
from $28,058
as of February 29, 2024 to $5,400 as of February 28, 2025.2025, to $93,183 as of February 28, 2026.
The Company has an accumulated a deficit of $63,110
as of February 28, 2026, compared to $33,500 as
of February 28, 2025, compared to $10,842 as of February 29, 2024, 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 year
ended February 28, 2025, was $23,504 ($62,308 – for the year ended February 29, 2024). The Company moved from cash outflow to positive
cash inflow, indicating an improvement in its ability to generate cash from its core business operations.
CashNet flowscash fromused investingin operating activities for the
year year
ended February 28, 2025,2026, was $55,400$34,842 ($10,000compared -to $23,504 for the year ended February 29,28, 2024). The shift in investing activities indicated investment
in long-term intangible assets.2025.
Cash flows from financinginvesting activities for the year
ended February 28, 2025,2026, was $36,684$24,000 ($53,870compared -to $55,400 for the year ended February 29,28, 2024).2025. FinancingThe shift in investing activities showed an increaseindicated
investment in cash
inflowslong-term dueintangible to additional funds under a loan agreement with the Director of the Company.assets.
Cash flows from financing activities for the year ended February 28, 2026, was $44,981 compared to $36,648 for the year ended February 28, 2025. Financing activities showed an increase in cash inflows due to additional funds under a loan agreement with a related party.
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
There is no historical financial information about the Company upon which to base an evaluation of our performance. The Company is in the start-up stage of operations and has not generated sufficient revenues. The Company cannot guarantee the Company will be successful in the Company’s business operations. The Company’s 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.
The Company has no assurance that future financing will be available to the Company on acceptable terms. If financing is not available on satisfactory terms, the Company may be unable to continue, develop or expand its operations. Equity financing could result in additional dilution to existing shareholders.
Step 2: Identify the
performance performance
obligations in the contract Step 3: Determine the
transaction transaction
price Step 4: Allocate the
transaction 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 revenue
by selling API packages.
The Company recognizes 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.
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.
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 shareholder.
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company, we are not required to provide the information required by this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Results of Operations for the nine months ended November 30, 2025, compared to November 30, 2024:”
Removed heading “Operating expenses”
Largest changes
“Results of Operations for the nine months ended November 30, 2025, compared to November 30, 2024:”see in full comparison
Results of Operations for the three months endedsee in full comparisonNovemberMay30,31,2025,2026, compared toNovemberMay30,31,20242025:
As ofsee in full comparisonNovemberMay30,31,2025,2026, therewe hadwas no cash reservesof $0 and $13,861 of cashno reserves as of February 28,20252026 and our total liabilities were $622 and$111,064 as of February 28, 2025, comprising no accounts payable compared to $27,150 as$622as 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.
“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.”see in full comparison
“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.”see in full comparison
Full comparison: every changed paragraph (18)
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 washas become a development of a technology platform for certification.
Results of Operations
for the three months ended NovemberMay 30,31, 2025,2026, compared to NovemberMay 30,31, 20242025:
For the three months ended NovemberMay 30,31, 2026, and 2025,
and 2024, the Company generated totalno revenue ofin $1,100the havingcurrent period and sold the Application Programming Interface (API) packages provided on its website
websitefor and$11,476 $8,842, respectively. The Company’s revenue decreased by $7,742, or 88%, compared toin the prior year, primarily due to
an overall decrease in business activity.year
Total expenses for the three months ended NovemberMay
30,31, 2025,2026, were $3,612$2,987 and $9,146$43,002 for the three months ended NovemberMay 30,31, 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.
The company recorded a net income (loss) of ($2,512$2987)
for the three months ending NovemberMay 30,31, 2025,2026, and ($304$31,526) for the three months ending NovemberMay 30,31, 2024.2025. The Company’s net income
for the
three months ended NovemberMay 30,31, 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.
As of NovemberMay 30,31, 2025,2026, there
we hadwas no cash reserves of $0 and $13,861 of cashno reserves as of February 28, 20252026 and our total liabilities were $622 and $111,064 as
of February 28, 2025, comprising no accounts payable compared to $27,150 as$622as 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 increaseddecreased
by ($2,365) totaling $90,818 as of May 31, 2026, from $5,400$93,183 as of February 28,31, 2025, to $98,042 as of November 30, 2025.2026.
The Company has accumulated a deficit of $58,873($66,097)
as of NovemberMay 30,31, 2025,2026, compared to $33,500($63,110) 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
ninethree months ended NovemberMay 30,31, 2025,2026, was $7,836$0 compared to $7,836$20,662 for the ninethree months ended NovemberMay 30,31, 2024.2025.
Cash flows from investing activities for the ninethree
months ended NovemberMay 30,31, 2025,2026, was $24,000$0 compared to $41,400($24,000 for the ninethree months ended NovemberMay 30,31, 2024. The shift in investing activities
indicated investment in long-term intangible assets.2025.
Cash flows from financing activities for the ninethree
months ended NovemberMay 30,31, 2025,2026, was $44,981$0 compared to $36,648$6,154 for the ninethree months ended NovemberMay 30, 2024. Financing activities showed
an increase in cash inflows due to additional funds under a loan agreement with the former Director of the Company.312025.
USDW insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding USDW (13F)
None of the 59 investors we track reported a position in their latest 13F.