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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read together with the unaudited condensed financial statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q. In addition to historical financial information, this discussion contains forward-looking statements involving risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements.

Results of Operations

General

Alpha Digital Voltz Inc. is an AI infrastructure and energy company focused on developing next-generation data center campuses designed to support artificial intelligence, high-performance computing, cloud computing, and hyperscale workloads.

Our strategy brings together four critical components of digital infrastructure - power, land, connectivity, and capital - within a scalable public-company platform.

For the three months ended August 31, 2026, the Company generated no revenue and incurred a net loss of $368,547. For the three months ended August 31, 2025, the Company generated revenue of $3,107 and incurred a net loss of $11,943. The increase in the 2026 loss was primarily attributable to stock-based compensation and legal, regulatory, filing, and transfer-agent costs associated with the change in control and the Company's ongoing reporting obligations.

The following table provides selected balance sheet data as of August 31, 2026 and May 31, 2026.

Three Months Ended August 31, 2026 as compared to Three Months Ended August 31, 2025

For the three months ended August 31, 2026, the Company generated no revenue and incurred operating expenses of $368,547, compared with revenue of $3,107, operating expenses of $14,848, and other expense of $202 for the three months ended August 31, 2025.

Liquidity and Capital Resources

During the three months ended August 31, 2026, Alpha Investment Inc., the Company's controlling shareholder, paid $18,573 of expenses and liabilities on behalf of the Company. On August 3, 2026, the Company issued 2,768,865 restricted shares of common stock to Alpha Investment Inc. in satisfaction of $2,768.87 of those documented advances. The remaining related-party payable was $15,804 as of August 31, 2026. In addition, the Company issued 350,000 shares to consultants and contractors for services under its 2026 Equity Incentive Plan and recorded $350,000 of stock-based compensation expense.

As of August 31, 2026, the Company had no cash or other assets and had current liabilities of $16,774, consisting of $970 of accounts payable and $15,804 due to Alpha Investment Inc. As of May 31, 2026, the Company had no cash, total assets of $44,347, and total liabilities of $44,035.

The Company's ability to continue its operations depends on obtaining additional financing and on continued support from related parties until it can establish sustainable operations and generate sufficient cash flow.

During the quarter, the Company issued 2,768,865 restricted shares of common stock to Alpha Investment Inc. in settlement of a portion of documented advances and issued 350,000 shares to consultants and contractors for services under the Company's 2026 Equity Incentive Plan.

Cash Flows from Operating Activities

The Company had no cash balance at either May 31, 2026 or August 31, 2026. During the quarter, operating expenses and liabilities were funded through advances from Alpha Investment Inc. or accrued as liabilities, and the Company also issued equity for services. As a result, the Company had no net change in cash during the three months ended August 31, 2026.

The Company's significant noncash transactions during the quarter included the issuance of common stock for consulting and contractor services and the issuance of common stock in settlement of a portion of related-party advances.

For the three months ended August 31, 2025, the Company reported a net increase in cash of $13,996, from $10,606 at May 31, 2025 to $24,602 at August 31, 2025.

Cash Flows from Investing Activities

The Company had no investing cash flows during the three months ended August 31, 2026.

Cash Flows from Financing Activities

The Company had no cash financing activity during the three months ended August 31, 2026. The issuance of 2,768,865 shares to Alpha Investment Inc. in settlement of $2,768.87 of advances and the issuance of 350,000 shares for services were noncash transactions.

For the three months ended August 31, 2025, the Company reported no cash flows from financing activities.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported revenues and expenses. Management evaluates its estimates on an ongoing basis. Actual results may differ materially from those estimates.

Off-Balance Sheet Arrangements

There are 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 that is material to investors.