Filed 2025-08-29 · Period ending 2025-05-31 · 10,835 words · SEC EDGAR
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# Global-Smart.Tech Inc. (GSMT) — 10-K
**Filed:** 2025-08-29
**Period ending:** 2025-05-31
**Accession:** 0001940243-25-000023
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1940243/000194024325000023/)
**Origin leaf:** f0aa7cd6a5b69c4379876ff754d99434486eb9b0cce25d6010887d6fb612b9d1
**Words:** 10,835
---
**
UNITED
STATES**
**SECURITIES
AND EXCHANGE COMMISSION**
**WASHINGTON,
D.C. 20549**
**FORM10-K**
****
[X]ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal
year ended**May 31,2025**
[
]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition
period from _________ to ________
Commission
file number:**333-267740**
**GLOBAL-SMART.TECH INC.**
(Exact name
of registrant as specified in its charter)
|
Wyoming |
|
98-1664763 | |
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) | |
|
|
|
| |
|
Kava b.b.,85320, Tivat, Montenegro |
|
7370 | |
|
(Address of principal executive offices) |
|
(Primary Standard Industrial Classification Number) | |
Registrants telephone
number:**+1205-2165924**
Securities
registered under Section 12(b) of the Exchange Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.**Yes
[ ]No[X]**
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.**Yes
[ ]No[X]**
Indicate
by checkmark 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[X] 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[X] 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 emerging growth company.
|
[ ]Large
accelerated filer |
[
]Accelerated filer | |
|
[
]Non-accelerated filer |
[X]Smaller
reporting company | |
|
|
[X]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 13(a) of the Exchange Act. [ ]
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.[ ]
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrants executive officers during the relevant recovery period pursuant to
240.10D-1(b). [ ]
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
[ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). **Yes
[ ]No[X]**
Through of May 31, 2025, there was 0 established public trading market for our common stock. Accordingly, the aggregate market
value of voting and non-voting common equity held by non-affiliates cannot be calculated based on public trading prices.
|
Class |
Outstanding as of August 28, 2025 | |
|
Common Stock: $0.001 |
6,134,780 | |
2
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**TABLE
OF CONTENTS**
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Page | |
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PART I |
| |
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Item 1. |
Business |
4 | |
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Item 1A. |
Risk Factors |
6 | |
|
Item 1B. |
Unresolved Staff Comments |
6 | |
|
Item 1C. |
Cybersecurity |
6 | |
|
Item 2. |
Properties |
6 | |
|
Item 3. |
Legal Proceedings |
6 | |
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Item 4. |
Mine Safety Disclosures |
6 | |
|
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|
| |
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PART II |
| |
|
Item 5. |
Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities |
7 | |
|
Item 6. |
Selected Financial Data |
7 | |
|
Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
8 | |
|
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
11 | |
|
Item 8. |
Financial Statements and Supplementary Data |
11 | |
|
Item 9. |
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure |
11 | |
|
Item 9A. |
Controls and Procedures |
12 | |
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Item 9B. |
Other Information |
13 | |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
13 | |
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PART III |
| |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
14 | |
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Item 11. |
Executive Compensation |
17 | |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
17 | |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
18 | |
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Item 14. |
Principal Accountant Fees and Services |
18 | |
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PART IV |
| |
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Item 15. |
Exhibits, Financial Statement Schedules |
19 | |
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Item 16. |
Form 10-K Summary |
19 | |
|
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Signatures |
20 | |
3
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**PART
I**
****
**Forward-Looking
Statements**
This Annual
Report on Form 10-K contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Certain
statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives,
and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements.
These forward-looking statements generally are identified by the words believes, project, expects,
anticipates, estimates, intends, strategy, plan, may,
will, would, will be, will continue, will likely result, and similar
expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and
future prospects on a consolidated basis include but are not limited to: changes in economic conditions, legislative/regulatory changes,
availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should
also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
****
**ITEM 1.
Business**
**General
information about our Company**
Global-Smart.Tech Inc.(the Company, we, us or our) was incorporatedon April
15, 2022 under the laws of the State of Wyoming United States of America. As part of our business evolution, we are focusing on expanding
our operations in cloud rendering. Our primary objective is the development of an advanced platform dedicated to 3D interior designers
and visualizers. Leveraging the power of graphic processing units (GPUs), our platform aims to transform the rendering process,
delivering exceptional performance and revolutionizing the industry. Our website is located at https://global-smart.tech.
**Plan of Operations**
The Companys 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 increase revenue from the sale of rendering capacities.
****
4
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**Monetization Strategy**
We generate
revenue primarily through the sale of pricing plans for our cloud rendering services, which are provided through our online platform.
Clients initiate a project request by contacting our team via the Contacts section of our website (https://global-smart.tech/contacts/).
Following this initial contact, clients are required to submit a link to their project files stored in a cloud-based storage service.
Once the files
are received, our specialists conduct a comprehensive evaluation of the project. This includes analyzing the file contents, assessing
data volume, scene complexity, and necessary rendering parameters. Based on this assessment, we recommend the most suitable pricing plan
that aligns with the projects technical requirements and the clients needs.
Our pricing
plans vary based on the number of video cards (10, 25, or 40 GPUs) allocated to the rendering process, as well as the estimated rendering
time, which starts at a minimum of 5 hours. Upon acceptance of the quote, the client proceeds with payment. Following receipt of payment
in full, the rendering process commences. The completed project is then delivered to the client via the email address provided in their
initial request.
This consultative
and tailored workflow enables us to efficiently allocate computing resources and deliver high-quality output while ensuring transparency
in pricing and service terms.
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 maximize revenue potential. This revenue stream is a key driver of our financial growth and sustainability
in the foreseeable future.
**Marketing**
We are considering choosing
online marketing as our key strategy to attract the users. We will invest into promotion via different social networks and search engine
optimization. This is planned to help us to appear in users search inquiries by key words.
****
**Employees**
Global-Smart.Tech Inc. is
a company with only one employee, Yehor Rodin, our President, CEO, Treasurer, Secretary, Director. We also have an independent
director, Genismarlon Da Silva Nunes, who is not considered an employee. The Company may consider hiring more employees if the need
arises.
**Offices**
Our current registered office
is located at Kava b.b., 85320 Tivat, Montenegro. Our telephone number is +12052165924.
5
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**ITEM 1A.
Risk Factors**
Not
required for Smaller reporting companies.
****
**ITEM 1B.
Unresolved Staff comments**
****
Not
required for Smaller reporting companies.
**ITEM
1C. Cybersecurity**
The
security of information is under management control and ensured by internal security rules applied.
**ITEM 2.
Properties**
Our principal
executive offices are located atKava b.b., 85320 Tivat, Montenegro. Our telephone number is +12052165924.
**ITEM 3.
Legal Proceedings**
****
We are not
currently a party to any legal proceedings, nor to the knowledge of management is any litigation threatened against us, which may materially
affect us.
**ITEM 4.
Mine Safety Disclosures**
****
Not applicable.
6
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**PART
II**
****
**ITEM 5.
Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities**
The
Company stock is currently not trading on any exchange. We cannot assure that any market will develop or be sustained for our shares,
**Holders
of Our Common Stock**
****
As
of May 31, 2025, the 5,894,680 issued and outstanding shares of common stock were held by a total of 25 shareholder of record.
****
**Dividends**
****
The Company
has never declared or paid cash dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future.
**Securities
Authorized for Issuance under Equity Compensation Plans**
During our
fiscal years ended May 31, 2025 and 2024, we had no sales of unregistered shares.
**Recent
Sales of Unregistered Securities**
During the
fiscal year ended May 31, 2025 and 2024, the Company did not repurchase any shares of its common stock.
**ITEM 6.
Selected Financial Data**
****
Not applicable.
****
****
****
****
****
****
7
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**ITEM 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations**
We are a
development stage corporation with limited operations and minimal revenues from our business operations.
The following discussion
of our financial condition and results of operations should be read in conjunction with (i) our audited financial statements as of May
31, 2025, that appear elsewhere in this filing. This filing contains certain forward-looking statements and our future operating results
could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward- looking statements. Given these uncertainties, readers are cautioned not to place
undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results
of any revisions of the forward -looking statements contained herein to reflect future events or developments.
**Going
Concern**
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, 2025 Global-Smart.Tech Inc.
has an accumulated deficit of $270,605 and during the year ended May 31, 2025, used cash in operations of $38,922 has reported a net
loss of $124,374. These factors raise substantial doubt about our ability to continue as a going concern.
Our ability to continue as a going concern
is dependent upon our generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations
and repay our liabilities arising from normal business operations when they come due. Our management intends to finance operating costs
over the next twelve months with related party loans and the sale of common stock. While we believe that we will be successful in obtaining
the necessary financing and generating revenue to fund our operations, meet regulatory requirements, and achieve commercial goals, there
are no assurances that such additional funding will be achieved and that we will succeed in our future operations.
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.
****
8
****
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**Results of Operations for the Years
Ended May 31, 2025 and 2024**
Total revenue for the year ended
May 31, 2025 was $6,868 and $0 was generated for the year ended May 31, 2024.
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, a necessary investment
to support our commercial activities. Key expenditures such as the $25,550 platform expense and $1,905 in IT & software costs directly
enabled the technology and infrastructure required for our business model.
For the year ended May 31,
2025 and 2024, the Company recorded a net loss of $124,374 and $91,409, respectively.
****
**Liquidity and Capital Resources**
As of May 31, 2025, we had no current assets, 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
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 since
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.
****
**Operating Activities**
****
We used $38,922 in net operating
activities for the year ended May 31, 2025 and $17,211 for the year ended May 31, 2024. The primary allocation of cash has been
directed towards general working capital needs, reflecting the ongoing operational requirements of the business.
9
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**Investing Activities**
Our Company made no net investments during
the years ending ended May 31, 2025 and 2024.
**Financing Activities**
For the years ended May 31, 2025 and 2024
we had cash of $51,865 and $17,211 provided by financing activities. During the year ended May 31, 2025 we received $26,841 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
expenses ($17,211 during the year ended May 31, 2024) and was repaid $1,200. As of May 31, 2025 total advances from Mr. Rodin were
$430,115.
**Off Balance
Sheet Arrangements**
We don't have any off-balance
sheet arrangements that would significantly impact our financial health, revenues, expenses, or liquidity for investors now or in the
future.
****
**Critical
Accounting Policies**
Our
financial statements and the notes that go with them follow U.S. generally accepted accounting principles (US GAAP), and
we've applied these principles consistently. To prepare these statements according to US GAAP, our management has to make estimates and
assumptions. These estimates impact the reported values of assets and liabilities, the details about potential assets and liabilities
on the date of the statements, and the revenue and expenses reported for the periods covered.
We
consistently review the accounting policies and estimates used in preparing our financial statements. Generally, our management's estimates
are based on past experience, information from outside experts, and other assumptions considered reasonable given the situation. However,
the actual results might turn out differently from these estimates.
We consider
our critical accounting policies to be those related to determining the amount of revenue to be billed, the timing of revenue recognition,
stock-based compensation, capitalization and related amortization of intangible assets, impairment of assets, and the fair value of liabilities.
****
10
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**Recent
Accounting Pronouncements**
In
November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07),
which requires public entities to disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker
and details of how the CODM uses financial reporting to assess the performance of a segment. The Company adopted this pronouncement for
the year ended May 31, 2025 and retrospectively to all prior periods using the significant segment expense categories identified. The
impact of the adoption of the amendments in this update was not material to the Companys financial position and results of operations,
as the requirements impact only segment reporting disclosures in the footnotes to the Companys financial statements.
In
November 2024, the FASB issued ASU No. 2024-03 Disaggregation of Income Statement Expenses (ASU 2024-03). The amendments
in ASU 2024-03 aim to improve the decision usefulness of expense information on public business entities income statement through
the disaggregation of relevant expense captions in the notes to the financial statements. ASU 2024-03 is effective for annual reporting
periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of this update
on its financial statements.
The Company
has considered all other new pronouncements and management has determined that there have been no additional recently adopted or issued
accounting standards that had, or will have, a material impact on its financial statements.
**ITEM
7A. Quantitative and Qualitative Disclosures About Market Risk**
Not
applicable for smaller reporting companies.
**ITEM 8.
Financial Statements and Supplementary Data**
The Companys
Financial Statements required by Item 8, together with the reports therein of the Independent Registered Public Accounting Firm are set
forth on pages F-1 through F-13 of this report and are incorporated by reference in this Item 8.
**ITEM 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure**
****
There were
no changes in or disagreements with accountants on accounting or financial disclosure during the fiscal year ended May 31, 2025.
11
**ITEM
9A. Controls and Procedures**
****
**Evaluation
of Disclosure Controls and Procedures**
Our management is responsible for establishing
and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that
is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms.
Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that
it files or submits under the Exchange Act is accumulated and communicated to the issuers management, including its principal executive
officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
An evaluation was conducted under the supervision
and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures
as of May 31, 2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective
as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms.
**Managements
Report on Internal Control over Financing Reporting**
****
Management
is responsible for putting in place and maintaining a reliable system of internal controls over financial reporting. This process is designed
to offer reasonable assurance that the Company's financial statements are accurate and prepared in line with U.S. generally accepted accounting
principles (US GAAP). However, no internal control system is foolproof and might not prevent or detect all misstatements.
Projections of how well these
controls will work in the future could be inaccurate because conditions may change, or people may not follow the procedures as they should.
With the involvement of management, including the Chief Executive Officer and Chief Financial Officer, the Company evaluated its internal
controls as of May 31, 2025, using the criteria established in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013).
In the Companys assessment of the
effectiveness on internal controls over financial reporting as of May 31, 2025, it found the following material weaknesses:
*-Inadequate Control Structure:* The
Company lacks an effective internal control structure due to its small size, which means it doesn't have adequate risk assessment procedures,
lacks controls over information and communication, and lacks effective monitoring controls.
12
*-Lack of Segregation of Duties and Accounting
Expertise:*The Company has one employee and one non-employee director and there are no reviews in place or control activities set
up to ensure adequate financial reporting. The Company also lacks accounting staff with enough knowledge of US GAAP and SEC rules. While
not legally required to have an audit committee, management believes one is crucial for effective control. The current Board of Directors
acts as the audit committee but does not include an independent financial expert to oversee management's activities.
*-Missing Information Technology Controls:*The
Company stores its financial data and important agreements, but it has no formal procedures for backing up data or storing it off-site
to prevent loss from theft or other events. Additionally, there are no IT controls to prevent changes or errors in financial reporting.
As a result of these material weaknesses,
management has concluded that there is a reasonable possibility that a significant misstatement in the Company's financial statements
could go undetected. Therefore, the Company's internal control over financial reporting was not effective as of May 31, 2025.
**Changes in Internal Controls**
There were no changes in our
internal control over financial reporting that occurred during the Companys fourth quarter of fiscal year ending May 31, 2025 that
materially affect, or are reasonably likely to materially affect, our internal control over financial reporting.
**ITEM 9B.
Other Information**
****
None.
**ITEM 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.**
None.
13
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**PART
III**
**ITEM 10.
Directors, Executive Officers and Corporate Governance**
****
The following
table sets forth the name and positions of our executive officer and director as of the date of this Annual Report.
|
Name |
|
Age |
|
Positions | |
|
|
|
|
|
| |
|
Yehor Rodin |
|
38 |
|
President, CEO, Director, Treasurer and Secretary | |
|
Genismarlon Da Silva Nunes |
|
29 |
|
Independent Director | |
****
Set forth
below is a brief description of the background and business experience of our executive officer and director:
****
**Yehor Rodin President,
CEO, Director, Treasurer and Secretary**
Mr. Rodin has
served as President, CEO, Director, Treasurer and Secretary of the Board of Directors since the incorporation of Global-Smart.Tech
Inc. on April 15, 2022. He has been responsible for overseeing all of its operations, including managing the intellectual property
portfolio and information technology.
Mr. Rodin's expertise
stems from his educational background in Automation and Computer-Integrated Technologies, which he earned from Odesa National Maritime
Academy in 2010. He has been self- employed since 2012, operating in various areas of the crypto industry, such as cryptocurrency investment,
blockchain, Bitcoin fundamentals, and cryptocurrency algorithmic trading.
****
**Genismarlon
Da Silva Nunes Independent Director**
On
March 31, 2025, the Board of DirectorsGlobal-Smart.TechInc., appointedGenismarlon Da Silva Nunes to serve as an
Independent Director of the Global-Smart.Tech Inc. Mr. Da Silva Nunes holds a Masters degree in Creative Economy
Management from ESPM (Escola Superior de Propaganda e Marketing), Brazil. From 2018 to 2021, Mr.Da Silva Nunes worked as a
Digital Marketing Manager at VTEX, based in Rio de Janeiro, Brazil, a cloud-based e-commerce platform, where he was responsible for
leading digital marketing strategies for the Company's international clients, overseeing online campaigns, and optimizing customer
engagement. In 2021, Mr.Da Silva Nunes joined Accenture in Madrid, Spain, as a Senior Digital Strategy Consultant. As part of
his role, he collaborated with teams developing cloud-rendering solutions for media and entertainment clients, enhancing real-time
content delivery and visualization.
14
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**Term of
Office**
Our directors
are elected to hold office until the next annual meeting of the shareholders and until their respective successors have been elected and
qualified. Our executive officers are appointed by our board of directors and hold office until removed by our board of directors or until
their successors are appointed.
**Family
Relationships**
There are
no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or
executive officers.
****
**Involvement
in Certain Legal Proceedings**
During the
past 10 years, none of our current directors, nominees for directors or current executive officers has been involved in any legal proceeding
identified in Item 401(f) of Regulation S-K, including:
1. Any petition
under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was
appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within
two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or
within two years before the time of such filing;
2. Any conviction
in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. Being
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining him or her from, or otherwise limiting, the following activities:
i. Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or
as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with
such activity;
ii. Engaging
in any type of business practice; or
iii. Engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or
State securities laws or Federal commodities laws;
15
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4. Being
subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity
Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such
activity;
5. Being
found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the
judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6. Being
found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal
commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated;
7. Being
subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed,
suspended or vacated, relating to an alleged violation of:
i. Any Federal
or State securities or commodities law or regulation; or
ii. Any law
or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction,
order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition
order; or
iii. Any
law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Being
subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of
the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member.
**Board
Committees**
We do not
have any Board Committees.
****
****
**Code of
Ethics**
As of May
31, 2025, we had not adopted a Code of Ethics. We believe that the small number of board and management members do not yet warrant the
adoption of a Code of Ethics.
16
| | |
| | |
**ITEM 11.
Executive Compensation**
****
The table
below summarizes all compensation awarded to, earned by, or paid to our President and Independent Director for the fiscal years ended
May 31, 2025 and 2024.
|
Summary Compensation Table | |
|
| |
|
Name and principal position |
|
Year |
|
|
Salary
($) |
|
|
Bonus
($) |
|
|
Stock
Awards
($) |
|
|
Option
Awards
($) |
|
|
All Other
Compensation
($) |
|
|
Total
($) |
| |
|
Yehor Rodin |
|
|
2025 |
|
|
|
25,550 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
| |
|
(President, CEO, Director, Treasurer and Secretary) |
|
|
2024 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Genismarlon Da Silva Nunes |
|
|
2025 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
| |
|
Independent Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
**ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.**
**Directors
and Executive Officers**
The following
table sets forth the beneficial ownership (and the percentages of outstanding shares represented by such beneficial ownership) as of May
31, 2025 of (i) each director, (ii) the current directors identified in the Summary Compensation Table contained in this
Form 10-K and (iii) all current directors and executive officers as a group. Except as otherwise indicated, we believe that the beneficial
owners of the common stock listed below, based on information provided by such owners, have sole investment and voting power with respect
to such shares, subject to community property laws where applicable. Persons, who have the power to vote or dispose of common stock of
the Company, either alone or jointly with others, are deemed to be beneficial owners of such common stock.
|
Beneficial Owner* |
Number of Shares |
Owned Percent of Class** | |
|
Yehor Rodin |
5,000,000 |
84.82% | |
17
| | |
| | |
**ITEM 13.
Certain Relationships and Related Transactions, and Director Independence**
On September 2, 2024 the current
loan agreement with our President, Yehor Rodin, was amended again to increase the loan amount by $100,000, for a maximum loan amount of
$550,000.
As of May 31, 2025 Mr. Rodin
was owed $430,115 under the loan agreement. During the year ended May 31, 2025 Mr. Rodin advanced $26,224and was repaid $1,200.
This loan is for working capital purposes and is unsecured, interest-free, and has no fixed payment terms other than the maturity date
of April 8, 2027.
**ITEM 14.
Principal Accounting Fees and Services**
****
Below
are tables of audit fees billed by our independent registered accounting firm in
connection with the audit of the Companys annual financial statements and review of the quarterly financial statements for the
years ended May 31, 2025 and 2024.
|
Financial Statements for the Year Ended May 31 |
|
Audit Services |
|
Audit Related Fees |
|
Tax Fees |
|
Other Fees | |
|
2025 |
|
$ |
17,500 |
|
$ |
- |
|
$ |
- |
|
$ |
- | |
|
2024 |
|
$ |
10,750 |
|
$ |
- |
|
$ |
- |
|
$ |
- | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
****
****
****
****
****
****
****
****
****
****
****
****
****
****
18
| | |
| | |
**PART
IV**
****
**ITEM 15.
Exhibits, Financial Statements Schedules**
*(a)Financial
Statements and Schedules*
The following
financial statements and schedules listed below are included in this Form 10-K.
1)Financial
Statements:
|
Report of Independent Registered Public Accounting Firm(PCAOB Firm ID:6258) |
|
F-2 | |
|
Balance Sheets as of May 31, 2025 and 2024 |
|
F-3 | |
|
Statements of Operations for the years ended May 31, 2025 and 2024 |
|
F-4 | |
|
Statements of Changes in StockholdersEquity
(Deficit) for the years ended May 31, 2025
and 2024 |
|
F-5 | |
|
Statements of Cash Flows for the years ended May 31, 2025 and 2024 |
|
F-6 | |
|
Notes to Financial Statements as of May 31, 2025 |
|
F-7 to F-13 | |
2)Financial Statement
Schedules:
None.
3) Exhibits:
|
# |
19 |
Insider Trading Policy | |
|
# |
31.1 |
Certification of the Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. | |
|
# |
31.2 |
Certification of the Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. | |
**ITEM 16.
Form 10-K Summary**
None.
19
| | |
| | |
****
**SIGNATURES**
Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
|
Dated: August 29, 2025 |
GLOBAL-SMART.TECH INC. | |
|
|
| |
|
|
By:/s/ Yehor Rodin | |
|
|
Yehor Rodin,
President, Secretary, | |
|
|
Treasurer, Director
(Principal Executive, Financial and Accounting Officer) | |
20
| | |
| | |
****
****
****
**INDEX TO
FINANCIAL STATEMENTS**
****
****
|
Report of Independent Registered Public Accounting Firm(PCAOB Firm ID:6258) |
|
F-2 | |
|
Balance Sheets as of May 31, 2025 and 2024 |
|
F-3 | |
|
Statements of Operations for the years ended May 31, 2025 and 2024 |
|
F-4 | |
|
Statements of Changes in
StockholdersEquity (Deficit) for the years ended May 31, 2025
and 2024 |
|
F-5 | |
|
Statements of Cash Flows for the years ended May 31, 2025 and 2024 |
|
F-6 | |
|
Notes to Financial Statements as of May 31, 2025 |
|
F-7 to F-13 | |
F-1
| | |
| | |
**Report of Independent Registered Public Accounting
Firm**
Board of Directors and Shareholders
Global-Smart.Tech Inc.
**Opinion on the Financial Statements**
****
We have audited the accompanying balance sheets of Global-Smart.Tech Inc.as
of May 31, 2025, and the related statements of operations, stockholders equity (deficit), and cash flows for the year then ended
and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present
fairly, in all material respects, the financial position of Global-Smart.Tech Inc.as of May 31, 2025, and the results of its operations and
its cash flows for the year ended May 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
**Going Concern**
****
The accompanying financial statements have been prepared assuming that
the entity will continue as a going concern. As discussed in Note 2 to the financial statements, the entity has an accumulated deficit,
uses cash in operations, and has recurring losses, all of which raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
**Basis for Opinion**
****
These financial statements are the
responsibility of the entitys management. Our responsibility is to express an opinion on these financial statements based on
our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
("PCAOB") and are required to be independent with respect to Global-Smart.Tech Inc. in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. Global-Smart.Tech Inc. is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
**Critical Audit Matters**
****
Critical audit matters are matters arising from the current period audit
of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts
or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
We determined that there are no critical audit matters.
/s/ Mac Accounting Group & CPAs, LLP
****
We have served as Global-Smart.Tech Inc.s auditor since 2024.
Midvale, Utah
August 29, 2025
F-2
| | |
| | |
**GLOBAL-SMART.TECH
INC.**
**Balance Sheets**
**As of May 31, 2025 and 2024**
****
****
|
|
|
May 31, 2025 |
|
May 31, 2024 | |
|
|
|
|
|
| |
|
Assets |
|
|
|
| |
|
Current Assets |
|
|
|
| |
|
ash |
$ |
12,943 |
$ |
- | |
|
Prepaid Expenses |
|
18,295 |
|
- | |
|
Total Current Assets |
|
31,238 |
|
- | |
|
Fixed Assets |
|
|
|
| |
|
Equipment, net |
|
186,516 |
|
259,313 | |
|
Website Development, net |
|
3,150 |
|
4,550 | |
|
Total Fixed Assets |
|
189,666 |
|
263,863 | |
|
Total Assets |
$ |
220,904 |
$ |
263,863 | |
|
|
|
|
|
| |
|
Liabilities and Stockholders Equity (Deficit) |
|
|
|
| |
|
Current Liabilities |
|
|
|
| |
|
Accrued Salaries |
$ |
25,550 |
$ |
- | |
|
Deferred Revenue |
|
4,000 |
|
- | |
|
Loan from Related Parties |
|
430,115 |
|
405,091 | |
|
Total Current Liabilities |
|
459,665 |
|
405,091 | |
|
Total Liabilities |
|
459,665 |
|
405,091 | |
|
|
|
|
|
| |
|
Stockholders Equity (Deficit) |
|
|
|
| |
|
Common Stock ($0.001 par value, 75,000,000 shares authorized; 5,894,680 and 5,000,000 shares issued and outstanding as of May 31, 2025 and May 31, 2024, respectively) |
|
5,895 |
|
5,000 | |
|
Additional Paid-in Capital |
|
25,946 |
|
- | |
|
Accumulated Other Comprehensive Income |
|
3 |
|
3 | |
|
Accumulated Deficit |
|
(270,605) |
|
(146,231) | |
|
Total Stockholders Equity (Deficit) |
|
(238,761) |
|
(141,228) | |
|
Total Liabilities & Stockholders Equity (Deficit) |
$ |
220,904 |
$ |
263,863 | |
See accompanying notes, which are an integral part
of these financial statements
F-3
| | |
| | |
**GLOBAL-SMART.TECH INC.**
**Statements of Operations**
**For the Years Ended May 31, 2025 and 2024**
****
****
****
|
|
|
Year Ended
May 31, 2025 |
|
Year Ended
May 31, 2024 | |
|
|
|
|
|
| |
|
Revenues |
$ |
6,868 |
$ |
- | |
|
|
|
|
|
| |
|
Operating Expenses |
|
|
|
| |
|
Professional Fees |
|
29,513 |
|
17,211 | |
|
Depreciation Expense |
|
74,197 |
|
74,198 | |
|
General and Administrative Expenses |
|
27,532 |
|
- | |
|
Total Operating Expenses |
|
131,242 |
|
91,409 | |
|
Net Loss from Operations |
|
(124,374) |
|
(91,409) | |
|
Provision for Income Taxes |
|
- |
|
- | |
|
Net Loss |
$ |
(124,374) |
$ |
(91,409) | |
|
|
|
|
|
| |
|
Loss per Common Share Basic & Diluted |
$ |
(0.02) |
$ |
(0.02) | |
|
Weighted Average Number of Common Shares Outstanding Basic & Diluted |
|
5,035,284 |
|
5,000,000 | |
See accompanying notes, which are an integral part
of these financial statements.
F-4
| | |
| | |
**GLOBAL-SMART.TECH
INC.**
**Statements of Changes in Stockholders
Equity (Deficit)**
**For the Years Ended May 31, 2025 and 2024**
****
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Common Stock |
|
|
|
|
|
|
|
| |
|
|
Shares |
|
Amount |
|
Additional Paid-in- Capital |
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income |
|
Total
| |
|
Balance as of May 31, 2023 |
5,000,000 |
$ |
5,000 |
$ |
- |
$ |
(54,822) |
$ |
3 |
$ |
(49,819) | |
|
Net Loss |
- |
|
- |
|
- |
|
(91,409) |
|
- |
|
(91,409) | |
|
Balance as of May 31, 2024 |
5,000,000 |
|
5,000 |
|
- |
|
(146,231) |
|
3 |
|
(141,228) | |
|
Common Shares Issued for Cash |
894,680 |
|
895 |
|
25,946 |
|
- |
|
- |
|
26,841 | |
|
Net Loss |
- |
|
- |
|
- |
|
(124,374) |
|
- |
|
(124,374) | |
|
Balance as of May 31, 2025 |
5,894,680 |
$ |
5,895 |
$ |
25,946 |
$ |
(270,605) |
$ |
3 |
$ |
(238,761) | |
See accompanying notes, which are an integral part
of these financial statements.
F-5
| | |
| | |
**GLOBAL-SMART.TECH
INC.**
**Statements of Cash Flows**
**For the Years Ended May 31, 2025 and 2024**
****
****
****
|
|
|
Year Ended
May 31, 2025 |
|
Year Ended
May 31, 2024 | |
|
OPERATING ACTIVITIES |
|
|
|
| |
|
Net Loss |
$ |
(124,374) |
$ |
(91,409) | |
|
Adjustments to reconcile Net Loss to Net Cash Used in Operating Activities |
|
|
|
| |
|
Depreciation Expense |
|
74,197 |
|
74,198 | |
|
Changes in Assets and Liabilities: |
|
|
|
| |
|
Prepaid Expense |
|
(18,295) |
|
- | |
|
Accrued Salaries |
|
25,550 |
|
- | |
|
Deferred Revenue |
|
4,000 |
|
- | |
|
Net Cash Used in Operating Activities |
|
(38,922) |
|
(17,211) | |
|
|
|
|
|
| |
|
INVESTING ACTIVITIES |
|
|
|
| |
|
Net Cash Used in Investing Activities |
|
- |
|
- | |
|
FINANCING ACTIVITIES |
|
|
|
| |
|
Proceeds from Loan from Related Parties |
|
26,224 |
|
17,211 | |
|
Repayment of a Loan from Related Parties |
|
(1,200) |
|
- | |
|
Proceeds from the Sale of Common Stock |
|
26,841 |
|
- | |
|
Net Cash Provided by Financing Activities |
|
51,865 |
|
17,211 | |
|
|
|
|
|
| |
|
Net Cash Increase (Decrease) for the Period |
|
12,943 |
|
- | |
|
Cash at Beginning of Period |
|
- |
|
- | |
|
Cash at End of Period |
$ |
12,943 |
$ |
- | |
|
|
|
|
|
| |
|
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION: |
|
|
|
| |
|
Cash Paid for: |
|
|
|
| |
|
Interest |
$ |
- |
$ |
- | |
|
Income Tax |
$ |
- |
$ |
- | |
**
**
**
See accompanying notes, which are an integral part
of these financial statements.
F-6
| | |
| | |
**GLOBAL-SMART.TECH
INC.**
**Notes to the Financial Statements**
**As of May 31, 2025**
**NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS**
****
Global-Smart.Tech Inc.(the Company)
was incorporated under the laws of the State of Wyoming on April 15, 2022. The Company initially established with a primary focus on leasing
power to clients. However, to optimize resource utilization and enhance profitability, we have transitioned our operations to incorporate
cloud-rendering services.
NOTE 2. Going
Concern
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, 2025 Global-Smart.Tech Inc. has an
accumulated deficit of $270,605
and during the year ended May 31, 2025, used cash in operations of $38,922
has reported a net loss of $124,374.These factors
raise substantial doubt about our ability to continue as a going concern.
Our ability to continue as a going concern
is dependent upon our generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations
and repay our liabilities arising from normal business operations when they come due. Our management intends to finance operating costs
over the next twelve months with related party loans and the sale of common stock. While we believe that we will be successful in obtaining
the necessary financing and generating revenue to fund our operations, meet regulatory requirements, and achieve commercial goals, there
are no assurances that such additional funding will be achieved and that we will succeed in our future operations.
NOTE 3. Summary
of Significant Accounting Policies
Basis of Presentation
The Company uses the accrual basis of accounting
and accounting principles. 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 Financial Statements and related disclosures have been
prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The Company has elected
May 31st as its fiscal year end.
F-7
| | |
| | |
Use of Estimates
The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Foreign Currency
The Companys functional and
reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management has adopted Accounting Standards
Codification (ASC) 830, Foreign Currency Translation Matters. Monetary assets and liabilities
denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. The Company is
located in Montenegro. However, the Company's cash flows and expenses are primarily denominated in United States Dollars (USD) due
to the nature of its operations. Accordingly, the Board of Directors has determined that USD is the Company's functional currency
for the purposes of preparing the financial statements. For realized gains and losses: these are reported in the income statement,
typically as a separate line item or combined with other income or expense items. For the years ended May 31, 2025 and 2024, we
didnt recognize any foreign currency gains or losses.
Transaction gains or losses result from a change
in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated. They represent
an increase or decrease in both of the following:
- the actual functional currency cash flows
realized upon settlement of foreign currency transactions
- the expected functional currency cash flows on unsettled
foreign currency transactions
Non-monetary assets and liabilities denominated
in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to
translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or
balances are included in the statement.
****
**Revenue Recognition**
The Company recognizes revenue
in accordance with ASC 606, Revenue from Contracts with Customers. The
core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an
amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
F-8
| | |
| | |
An entity recognizes revenue
in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) 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.
We generate revenue through the
sale of pricing plans for our cloud rendering services. To select the pricing plan that best fits clients requirements, they are
required to contact our team to subscribe and submit their project. This allows us to choose the right pricing plan according to their
project and the cloud rendering power needed. When estimating a project, we assess the required number of hours and capacity necessary
to fulfill the client's needs. The pricing plans may vary depending on the number of video cards used to produce power (10, 25 and 40
video cards), as well as the time needed for rendering with a minimum option of 5 hours.
Clients can contact us
using the information provided in the "Contacts" section on our website (https://global-smart.tech/contacts/). After determining
the project scope, the client proceeds with the payment. Upon receipt of payment, we recognize revenue for the portion of the service
delivered. For projects spanning multiple billing cycles, we recognize revenue proportionally as the service is rendered. Any undelivered
service obligations are reflected as deferred revenue on the balance sheet. This revenue stream will be a key driver of our financial
growth and sustainability for the foreseeable future.
During the year ended
May 31, 2025 and 2024 the Company recorded revenue of $6,868 and $0, respectively. Accounts receivable was $0 as of May 31, 2025, 2024,
and 2023. Deferred revenue was $4,000 $0, and $0 as of May 31, 2025, 2024 and 2023, respectively.
**Fixed Assets**
****
Fixed assets are
stated at cost and the Company records depreciation using the straight-line method over the assets estimated useful life. Expenditures
for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's
useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriate
accounts and the resultant gain or loss is included in net income.
F-9
| | |
| | |
Fixed asset amounts are as follows:
|
|
|
Website Development |
|
Equipment |
|
Total | |
|
Estimated Useful Life (Years) |
|
5 |
|
5 |
|
| |
|
|
|
|
|
|
|
| |
|
Total Cost of the Asset |
$ |
7,000 |
$ |
363,988 |
$ |
370,988 | |
|
Accumulated Depreciation at May 31, 2025 |
|
(3,850) |
|
(177,472) |
|
(181,322) | |
|
Net Book Value at May 31, 2025 |
$ |
3,150 |
$ |
186,516 |
$ |
186,666 | |
|
|
|
|
|
|
|
| |
|
Depreciation Expense for year ended May 31, 2025 |
$ |
1,400 |
$ |
72,797 |
$ |
74,197 | |
|
Depreciation Expense for year ended May 31, 2024 |
$ |
1,400 |
$ |
72,798 |
$ |
74,198 | |
On November 30, 2022 Global-Smart.Tech Inc.
entered into an agreement to purchase equipment for $363,988. Part of this equipment was placed in service in August, 2022. Complete
installation and switching on of all equipment was on November 11, 2023. Website development costs was $7,000 and the website was
placed in service on August 29, 2022.
Impairment of Long-Lived Assets
In
accordance with ASC 360 Property, Plant, and Equipment the Company periodically reviews the carrying value of its
long-lived assets held and used at least annually or when events and circumstances warrant such a review. If significant events or
changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable, the Company performs a
test of recoverability by comparing the carrying value of the asset to its undiscounted expected future cash flows. If the carrying
values are in excess of undiscounted expected future cash flows, we measure any impairment by comparing the fair value of the asset
to its carrying value. If the fair value of an asset is determined to be less than the carrying amount of the asset, impairment in
the amount of the difference is recorded. The Company recorded no impairment during the years ended May 31, 2025 and
2024.
Cash and Cash Equivalents
The Company considers all highly liquid investments
with remaining maturities at the date of purchase of six months or less to be cash equivalents. The Company had no cash equivalents as
of May 31, 2025 and 2024.
****
**Advertising Costs**
Advertising costs are expensed as incurred.
During the year ended May 31, 2025 and 2024 the Company did not incur any advertising costs.
F-10
| | |
| | |
Fair Value of Financial Instruments
ASC 820 "Fair Value Measurements and Disclosures"
establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs
into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined
as observable inputs such as quoted prices in active markets;
Level 2: defined
as inputs other than quoted prices in active markets that are either directly
or indirectly
observable;
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 the Company's loan from related
parties approximates fair value due to its short-term maturity.
Basic and Diluted Loss Per Share
The Company computes earnings (loss) per share
in accordance with ASC 260 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 to 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. As of May 31, 2025 and 2024 the Company
had no potential dilutive instruments, therefore basic and diluted earnings (loss) per share are equal.
Income Taxes
The Company accounts for income taxes under
the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial
statement and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected
to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to
be realized.
F-11
**Segment Reporting**
The Company operates as a single
operating and reportable segment, providing cloud-rendering services. Our Chief Executive Officer is our Chief Operating Decision
Maker (CODM) who evaluates and makes operating decisions about allocation resources considering our single
geographical area and on a consolidated basis. Accordingly, the CODM considers revenue and operating expenses of our single
operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance
sheet. There are no additional expense or asset information that are supplemental to those disclosed on these financial statements
that are regularly provided to the CODM.
Recent Accounting Pronouncements
In November
2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which
requires public entities to disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker and
details of how the CODM uses financial reporting to assess the performance of a segment. The Company adopted this pronouncement for the
year ended May 31, 2025 and retrospectively to all prior periods using the significant segment expense categories identified. The impact
of the adoption of the amendments in this update was not material to the Companys financial position and results of operations,
as the requirements impact only segment reporting disclosures in the footnotes to the Companys financial statements.
In November
2024, the FASB issued ASU No. 2024-03 Disaggregation of Income Statement Expenses (ASU 2024-03). The amendments
in ASU 2024-03 aim to improve the decision usefulness of expense information on public business entities income statement through
the disaggregation of relevant expense captions in the notes to the financial statements. ASU 2024-03 is effective for annual reporting
periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of this
update on its consolidated financial statements.
The Company
has considered all other new pronouncements and management has determined that there have been no additional recently adopted or issued
accounting standards that had, or will have, a material impact on its financial statements.
NOTE 4. Related
Party Transaction
On May 30, 2022 the Company entered into a
loan agreement with Yehor Rodin, the Company's officer and director, whereby Mr. Rodin agreed to loan up to $100,000 on an unsecured and
interest-free basis. On October 7, 2022 the loan agreement was amended to increase the loan amount by $300,000, for a maximum loan amount
of $400,000, and to change the maturity date to October 7, 2025. On April 8, 2024 the loan agreement was amended to increase the loan
amount by $50,000, for a maximum loan amount of $450,000, and to change the maturity date to April 8, 2027. On September 2, 2024 the loan
agreement was amended again to increase the loan amount by $100,000, for a maximum loan amount of $550,000.
As of May 31, 2025 Mr. Rodin was owed $430,115
under the loan agreement. During the year ended May 31, 2025 Mr. Rodin advanced $26,224 and was repaid $1,200.
F-12
| | |
| | |
NOTE 5. Common
Stock
The Company has 75,000,000 common shares authorized
with a par value of $0.001 per share.
During the year ended May 31, 2025, the Company issued
894,680 shares of common stock for cash proceeds at $0.03 per share for a total of $26,841.
During the year ended May 31, 2024, the Company did
not issue any shares of common stock.
There were 5,894,680 and 5,000,000 shares of common
stock issued and outstanding as of May 31, 2025 and 2024, respectively.
NOTE 6. COMMITMENT AND CONTINGENCIES
Litigation
****
The Company was
not subject to any legal proceedings during the years ended May 31, 2025 and 2024, respectively nor did it have any litigation contingencies
as of May 31, 2025 and 2024.
NOTE
7. Subsequent Events
In accordance with SFAS 165
(ASC 855-10), the Company reviewed its activities subsequent to May 31, 2025 and through the date these financial statements were available
to be issued, and has determined that it does not have any material events to disclose except as follows:
Subsequent to May 31, 2025 the
Company issued 240,100 additional common shares at $0.03 per share for a total of $7,203 cash proceeds.
F-13