Quarterly Report for Quarter Ending August 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operation.

DESCRIPTION OF BUSINESS

We are an early-stage software development company operating in the online learning industry. The Company has commenced limited commercial operations and generated revenue from customer contracts; however, the platform currently contains limited features and functionality while additional development, integrations and enhancements continue.

The company's internet addresses (website URLs) are:

	·	https://viducate.pro/ - the official landing website with general company and product information.
	·	https://viducateplatform.com/ - the main Viducate platform where customers can access and use the service.

Our primary focus is on building a universal, all-in-one platform for efficient corporate training and employee development.

We aim to automate the employee training process, enhance skills and competencies, and increase business productivity and competitiveness. The platform provides a personalized approach to learning, adapting to employees' knowledge levels, roles, and career goals.

Key Features:

Adaptive Learning:

AI analyzes employee skills, progress, and goals to select appropriate courses and materials.

Difficulty levels and module topics are automatically adjusted.

Employee Dashboard:

Individual learning plans.

Gamification: points, levels, and badges for achievements.

Progress tracking and feedback.

Integration with Corporate Systems:

Integration with HRMS (Human Resource Management Systems).

Connection to Microsoft Teams, Slack, and Zoom for training sessions and webinars.

Training Management for Managers:

Group course creation for teams.

Setting up training for key skills aligned with corporate objectives.

Analytics dashboard: engagement metrics, completed courses, and skill improvement data.

Course Library:

Prebuilt course library (covering soft and hard skills).

Ability to upload custom materials.

Partnerships with educational platforms (Coursera, Udemy, LinkedIn Learning).

Automated Certification:

Employees are automatically awarded certificates upon course completion.

Custom certificates with company branding can be created.

Individual Feedback:

Built-in tools for knowledge assessment (tests, case studies, projects).

Feedback from peers or managers

We have entered into and fulfilled three contracts with the following material terms:

Contract #1 Effective Date: 08/15/2025. Our company grants the Client access to our online educational and training platform. The Client agrees to pay $4,950.

Contract #2 Effective Date: 11/20/2025. Our company grants the Client access to our online educational and training platform. The client agreed to pay $7,000.

Contract #3 Effective Date: 04/20/2026. Our company grants the Client access to our online educational and training platform. The client agreed to pay $10,381.

On August 1, 2025, we entered into a Mobile Application and Website Purchase Agreement with a UK-based company to acquire the Viducate online learning platform, related website assets, Android mobile application, source code and databases.

The aggregate purchase price is $33,000, payable in installments based on development and deployment milestones. The agreement also includes customary representations and warranties, confidentiality obligations, indemnification provisions, and transfer documentation requirements. The Company did not pay the full purchase price of the $33,000 on January 20, 2026. As of May 25,2026, $10,000 has been paid toward the outstanding balance by the Company's director. Closing is scheduled to occur on or before October 25, 2026.

The Viducate software acquired by the Company on November 25, 2025 consists of an online corporate learning and training management platform designed to help companies manage, organize, and automate employee training processes.

The software includes operational functionality for both administrators/managers and employees. Current operational features include user authentication systems, employee and administrator dashboards, course creation and management tools, employee enrollment and participation tracking, video-based training modules, testing and assessment functionality, AI-based evaluations, reporting and analytics tools, progress tracking systems, and gamification features such as XP points, levels, and achievement badges.

The platform also includes operational database systems, backend infrastructure, APIs, and administrative management tools necessary for operation and development of the platform.

Revenue:

Our revenue strategy may be following:

Subscription-Based Model

Our future clients will pay a recurring fee (monthly or annually) based on the number of active users or employees.

Tiers:

Basic: Access to core features like course libraries and performance tracking.

Pro: Includes advanced analytics, integrations, and AI-driven insights.

Enterprise: Customizable plans for large organizations with added support.

Pay-Per-Use

Companies will pay for the specific features or services they use, such as:

Purchasing individual courses or training modules.

White-Label Solutions

We will offer a customizable version of our program branded specifically for a client's organization.

Features: Customized design, unique content integration, and exclusive hosting.

Revenue Stream: One-time setup fee + ongoing maintenance and support costs.

Marketplace Commission

Our future platform can act as a marketplace for third-party course creators, charging a commission on every course sold.

Revenue Stream: Percentage (e.g., 20%-30%) of each course sale.

Consulting and Customization

We will offer consulting services to tailor training programs and implement our platform for specific business needs.

Revenue Stream: Hourly or project-based fees for consultation and customization.

Corporate Partnerships

We are going to collaborate with HR firms, educational institutions, or certification bodies to co-brand or co-market our platform.

Revenue Stream: Partnership fees, revenue sharing, or exclusive contracts.

Competition and Marketing

Our future program will operate in the competitive corporate training and development industry, where several established platforms offer comprehensive learning management solutions. Here are five notable competitors:

Docebo

A cloud-based corporate training platform designed for talent development, employee onboarding, compliance training, and sales enablement. Docebo enables AI-powered learning experiences that adapt to each employee, offering the right training and content management at every learning stage.

TalentLMS

We are going to market our platform through various channels and strategies:

Digital Marketing

Website and SEO:

Build a content-rich website optimized for search engines.

Target keywords like "corporate training platform" and "LMS solutions."

Social Media Marketing:

Establish a presence on LinkedIn, Twitter, and YouTube.

Share case studies, testimonials, and educational content.

Email Campaigns:

Send personalized emails targeting HR and L&D professionals.

Include demos, webinars, and success stories.

Content Marketing:

Publish blogs, whitepapers, and eBooks on training and development trends.

Offer downloadable guides to attract leads.

Pay-Per-Click (PPC) Advertising:

Run targeted ads on Google and LinkedIn to capture high-intent searches.

Partnerships and Collaborations

Partner with HR consulting firms, training providers, and industry associations.

Collaborate with thought leaders for webinars and guest content.

Referral and Affiliate Programs

Incentivize existing users and partners to recommend our platform

Offer discounts or rewards for successful referrals.

Lead Generation and Conversion

Free Trial or Freemium Model:

Offer a limited version of our platform to attract potential clients.

Employees; Identification of Certain Significant Employees.

We have no employees other than our sole officer and director, Zaza Bladadze, who currently devotes approximately twenty hours per week to company matters.

Government Regulation

We are subject to compliance with laws, governmental regulations, administrative determinations, court decisions and similar constraints.

The company upon implementing its business plan expects to be in compliance with U.S. federal laws, including the U.S. Privacy Act of 1974, Health Insurance Portability and Accountability Act of 1996, Children's Online Privacy Protection Act of 1998 (COPPA), 1999 Gramm-Leach Bliley Act that protects the rights and data of U.S. consumers, patients, minors and others.

We will also be subject to common business and tax rules and regulations pertaining to the normal business operations.

DESCRIPTION OF PROPERTY

Offices

Our business office is located at 22 Giorgi Maruashvili street, Tbilisi, 0101 Georgia. This address was provided by sole officer and president, Mr. Zaza Bladadze. Our telephone numbers are (307) 219-5906 and +995557772754.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

RESULTS OF OPERATIONS

For the three months ended August 31, 2026

During the three months ended August 31, 2026 and 2025, the Company recognized $5,583 and $133 of revenue, respectively. The cost of goods sold for the period was $0 and $2,000, respectively.

Total expenses for the three months ended August 31, 2026, were $11,992 consisting of amortization expenses ($2,750) and general and administrative expenses ($9,242). Total expenses for the three months ended August 31, 2025, were $15 consisting of general and administrative expenses. Expenses increased in the current period compared to the prior-year period primarily because the Company was incorporated in March 2025 and therefore had a shorter period of operations in the prior year.

For the three months ended August 31, 2026 and 2025, the company recorded a net loss of $6,409 and $1,882, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of August 31, 2026, the Company's current assets were $1,682, comprising $731 of cash and $951 of prepaid expenses, and our liabilities were $50,503, comprising $23,000 of accounts payable, $19,284 owed to Zaza Bladadze, our sole officer and director and $8,219 of deferred revenue.

As of May 31, 2026, the Company's current assets were $12,924, comprising $12,026 of cash and $898 of prepaid expenses, and our liabilities were $58,086, comprising $35,000 of accounts payable, $9,284 owed to Zaza Bladadze, our sole officer and director and $13,802 of deferred revenue.

Cash Flows from Operating Activities

For the three months ended August 31, 2026 and 2025, net cash flows provided by (used in) operating activities were $(21,295) and $635, respectively.

Cash Flows from Investing Activities

The Company had no cash inflows or outflows from investing activities for the three months ended August 31, 2026 and 2025.

Cash Flows from Financing Activities

For the three months ended August 31, 2026 and 2025, net cash flows provided by financing activities were $10,000 and $2,000, respectively.

OFF-BALANCE SHEET ARRANGEMENTS

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

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

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

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