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

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

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes "forward-looking statements". These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "should" or "will" or the negative of these terms or other comparable terminology.

These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under "Risk Factors." The following factors, among others, could cause our actual results and performance to differ materially from the results and performance projected in, or implied by, the forward-looking statements:

·the success of our existing and new technologies;

·our ability to successfully develop and expand our operations;

·changes in economic conditions, including continuing effects from the recent recession;

·damage to our reputation or lack of acceptance of our brands;

·economic and other trends and developments, including adverse weather conditions, in those local or regional areas in which our operations are concentrated;

·increases in our labor costs, including as a result of changes in government regulation;

·labor shortages or increased labor costs;

·increasing competition in the industry in general;

·changes in attitudes or negative publicity regarding drug safety and health concerns;

·the success of our marketing programs;

·potential fluctuations in our quarterly operating results due to new products and other factors;

·the effect on existing products of focusing on other products in the same markets;

·our management team;

·strain on our infrastructure and resources caused by our growth;

·the impact of federal, state, or local government regulations relating to the industry;

·the impact of litigation;

·statements regarding our goals, intentions, plans, and expectations, including the introduction of new products and markets and locations we intend to target in the future;

·statements regarding the anticipated timing and impact of our pending acquisitions;

·statement regarding our expectation with respect to the potential issuance of stock or shares in connection with our acquisitions or in connection with providing services to client companies.; and

·statement with respect to having adequate liquidity.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

·changes in the pace of legislation;

·other regulatory developments that could limit the market for our products;

·our ability to successfully integrate acquired entities;

·competitive developments, including the possibility of new entrants into our primary markets;

·the loss of key personnel; and

·other risks discussed in this document.

Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report on Form 10-Q are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied by the forward-looking statements.

All forward-looking statements, expressed or implied, included in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.

General

Overview

Alphega Innovations Corporation (the "Company") was incorporated in Wyoming on July 24, 2024. The Company is an emerging growth company focused on the immersive technology industry, aiming to meet the growing demand for personal and corporate solutions. These include corporate wellness, employee training, digital education, market research, and community engagement, all driven by innovation in corporate services, workforce development, and employee well-being.

Our corporate History and Background

The Company was incorporated in Wyoming on July 24, 2024. To date, we have incorporated the Company, developed a business plan, raised $59,100 through a private placement of common stock to officers, directors, and private investors, and entered into a significant licensing agreement. On November 30, 2024, we signed a Non-Exclusive Licensing Agreement with Locus Social Inc. This agreement provides us with access to patented technologies critical to our immersive wellness solutions. The agreement is valid for 10 years and is renewable for additional terms unless terminated for breach or non-payment.

Business Overview

Our initial focus will be on the following:

·Developing immersive Platforms and Applications: Creating AR/VR-enabled applications for corporate wellness, mental wellness solutions, and fitness transformation, with potential integration of Artificial Intelligence (Al) for enhanced personalization.

·Establishing Strategic Partnerships: Collaborating with businesses, educational institutions, and wellness centers to pilot and refine our solutions.

·Launching Marketing Initiatives: Targeting key markets, including corporate HR departments, fitness centers, and health organizations, to raise awareness and gather feedback.

Our immediate goal is to explore the use and commercialization of our licensed technologies for immersive wellness and corporate development solutions by identifying use cases, developing proof of concept, and positioning for scaling and revenue generation, and execution of our business plan. Efforts include building a team, creating a minimum viable product and service offering, and preparing marketing materials, subject to sufficient funding and market demand. Given the complexity of our technology, the market, and our lack of operating history, as well as uncertainty regarding funding and the availability of resources, including cash, and many other risk factors (See "Risk Factors") there can be no assurance that these efforts will be successful. Success is dependent on factors outside of our control, including market conditions, customer demand, the ability to secure adequate funding, and the development and acceptance of our products and solutions, and many other factors.

As a development-stage company with limited operating history, we estimate that at least $250,000 will be required over the next twelve months to execute the next phase of operations, as outlined in our "Plan of Operations." If we are unable to secure sufficient funding or generate revenue within this timeframe, our ability to continue operations and achieve our objectives may be at significant risk. There can be no assurance that we will be able to obtain the necessary funding or successfully execute our business plan.

Results of Operations and Financial Condition

Three and Nine Months Ended August 31, 2026, Compared to the Period Ended August 31, 2025

Since the Company's inception on July 24, 2024, the Company has focused on building its operational foundation, conducting strategic planning, pursuing business development, pursuing funding, and entering into a licensing agreement. Operating activities included company formation, business planning, leadership recruitment, and the execution of the licensing agreement.

For the three months ended August 31, 2025, the total net loss for this period was $430,583. Of this, $20,400 were consulting expenses, $397,864 were legal and professional services, $10,436 were for the travelling and entertainment, $255 were the Regulatory fee, $1,002 were for the financial charges and $392 were for the dues and subscriptions and $234 were for the other expenses.

For the nine months ended August 31, 2025, the total net loss for this period was $1,414,570. Of these, $132,725 were consulting expenses, $1,268,288 were legal and professional services, $833 were the Regulatory fee, $10,436 were for the travelling and entertainment, $1,227 were for the financial charges and $430 were for the dues and subscriptions, and $631 were for the other expenses.

For the three months ended August 31, 2026, the total net loss for this period was $3,583,901. Of this, $101,150 were consulting expenses, $1,167,831 were legal and professional services, $2,300,000 were for the stock-based compensation, $9,739 were for the travelling and entertainment, $850 were the Regulatory fee, $3,187 were for the financial charges, $1,144 were for the dues and subscriptions.

The Company did not generate any revenue during the three months ended August 31, 2026.

For the nine months ended August 31, 2026, the total net loss for this period was $6,178,733. Of this, $494,275 were consulting expenses, $3,182,960 were legal and professional services, $2,300,000 were for the stock-based compensation, $1,600 were the Regulatory fee, $8,910 were for the financial charges, $2,240 were for the dues and subscriptions, $14,308 were travelling and entertainment expenses, $23,800 were Training and development, $144,666 was loss on shares issued against settlement of services, $26,350 were advertising and marketing expenses and $53 were other expenses. The Company also generated revenue in the form of income from services which were $40,575 and recognized cost of revenue of

$20,146.

Three months ended August 31, 2026, compared to the three months ended August 31, 2025

Net loss increased to $3.6 million for the three months ended August 31, 2026, compared to $0.4 million for the comparable prior-year period. The increase in net loss was primarily attributable to higher operating expenses incurred as the Company continued to develop its business and expand its operations. Legal and professional expenses increased to $1.2 million from $0.4 million, while consulting expenses increased to $0.1 million from $0.02 million. In addition, the Company recognized $2.3 million of non-cash stock-based compensation during the three months ended August 31, 2026, which was not incurred during the comparable prior-year period. The Company also incurred travel and entertainment expenses of $9,739, regulatory fees of $850, financial charges of $3,187, and dues and subscriptions of $1,144 during the current period in connection with its ongoing operations and business development activities.

During the three months ended August 31, 2026, the Company did not generate any revenue from its consulting and strategic advisory services or from any other activities. The Company continued to focus on the development and commercialization of its immersive technology platform for corporate wellness, digital education, workforce development, and related solutions.

The Company did not recognize any cost of revenue during the three months ended August 31, 2026.

Nine months ended August 31, 2026, compared to the six months ended August 31, 2025

Net loss increased to $6.2 million for the nine months ended August 31, 2026, compared to $1.4 million for the comparable prior-year period. The increase in net loss was primarily attributable to higher operating expenses as the Company continued to develop its business and expand its operations. Legal and professional expenses increased to

$3.2 million from $1.3 million, while consulting expenses increased to $0.5 million from $0.1 million. The Company also recognized $2.3 million of stock-based compensation during the nine months ended August 31, 2026, which was not incurred during the comparable prior-year period. In addition, the Company incurred training and development expenses of $23,800, advertising and marketing expenses of $26,350, travel and entertainment expenses of $14,308. The Company also recognized a $144,666 loss on shares issued in settlement of services during the nine months ended August 31, 2026, which was not incurred during the comparable prior-year period.

For the nine months ended August 31, 2026, the Company recognized $40,575 of revenue from consulting and strategic advisory services performed under a customer service agreement. The engagement included strategic advisory, operational coordination, implementation support, business development, and related consulting services. The services were completed and the Company received payment in full during the period. No accounts receivable related to these services remained outstanding as of August 31, 2026.

The consulting engagement was consistent with the Company's business strategy and leveraged management's expertise in strategic partnerships, commercialization initiatives, operational planning and business development while the Company continues to develop its immersive technology platform for corporate wellness, digital education, workforce development and related solutions.

Cost of revenue associated with these consulting services was $20,146 for the nine months ended August 31, 2026, primarily consisting of fees paid to related parties that performed a portion of the contracted services.

Management does not consider this engagement to represent a change in the Company's principal business. The Company remains focused on the development and commercialization of its immersive technology platform and related solutions and may continue to undertake selective consulting engagements that complement its core business and generate operating cash flows during its development stage.

Liquidity and Capital Resources

As of August 31, 2026, and November 30, 2025, the Company had cash and cash equivalents of $16,172 and $2,070, respectively.

We have sustained net losses which have resulted in an accumulated deficit of $8,506,282 and $2,327,549 at August 31, 2026, and November 30, 2025, respectively. We are currently experiencing a substantial shortfall in operating capital which raises doubt about our ability to continue as a going concern. Without additional revenues, working capital loans, or equity investment, there is substantial doubt as to our ability to commence and continue operations.

The Company has received $100,000 from JE Omnitrade, Inc. pursuant to the Share Subscription Agreement dated March 24, 2026. The remaining $200,000 has not been received. The shares relating to the unpaid amount cannot be issued under the prospectus, and the Company does not consider this amount an available source of capital. The Company may pursue remedies for breach of contract or seek to negotiate a settlement under which the subscriber would invest funds in exchange for restricted common stock and a release of the Company's claims, subject to compliance with applicable securities laws. Litigation could involve substantial costs and delays, and there can be no assurance of a favorable outcome, a settlement, or receipt of additional funds.

We believe that our capital resources are insufficient for ongoing operations, with minimal current cash reserves, particularly given the resources necessary to execute on our planned operations. We will likely require considerable amounts of financing to make any significant advancement in our business strategy. There is presently no agreement in place that will guarantee financing for our Company, and we cannot assure you that we will be able to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect our Company and our business and may cause us to substantially curtail or even cease operations. Consequently, you could incur a loss of your entire investment in the Company.

Cash Flows from Operating, Investing and Financing Activities

The following table summarizes our cash flows for the period indicated:

		For the nine months ended August 31,
		2026			2025
Cash flows from operating activities		$	(241,581)		$	(71,627)
Cashflow from investing activities		$	-		$	-
Cashflow from financing activities		$	255,683		$	80,100

Operating Activities

·Net cash used in operating activities was $241,581 for the nine months ended August 31, 2026, compared to $71,627 for the nine months ended August 31, 2025.

·The increase in net cash used in operating activities was primarily attributable to higher working capital requirements and increased operating expenses during the period.

Investing Activities

·No cash flows from investing activities were reported in either period, indicating no acquisition or disposal of long-term assets during the quarters under review.

Financing Activities

·Net cash provided by financing activities was $255,683 for the nine months ended August 31, 2026, compared to $80,100 for the nine months ended August 31, 2025.

·The increase in cash provided by financing activities was primarily attributable to proceeds from share subscriptions and loan raised from Related Parties during the nine months ended August 31, 2026, compared to the prior-year period.

Off-Balance Sheet Arrangements

As of August 31, 2026, we do not have any 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 are material to investors.

Critical Accounting Policies

We have identified the policies in the attached financial statements as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations are discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operation where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates. For more information, see "Note 2 - Summary of Significant Accounting Policies" in the attached financial statements.

Recently Issued Accounting Pronouncements

The information contained in Note 2 - Summary of Significant Accounting Policies to the statements under the heading "Recently Issued Accounting Pronouncements" is hereby incorporated by reference into Part I, Item 2. From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed,

we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption."