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

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

FORWARD-LOOKING STATEMENTS

The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and notes to those statements included elsewhere in this Form 10-Q and with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K, for the year ended September 30, 2025 (the "2025 Form 10-K").

This discussion contains forward-looking statements that involve risks and uncertainties. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Forward-looking statements are subject to risks, uncertainties and factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. You should specifically consider the various risk factors identified in this report and our 2025 Form 10-K that could cause actual results to differ materially from those anticipated in these forward-looking statements. . Further, although we believe we will not face a material increase in the price of raw materials due to tariffs that may be imposed, ongoing geopolitical conflicts could adversely impact our ability to manufacture our products, the markets for some of our products, and our ability to access debt or equity financing.

Overview

We were organized in Delaware in June 2023 to engage in the business of developing, marketing and distributing leading edge software for the detection of faults and other defects in railroad tracks; the inspection of tunnel walls for stability and providing ancillary monitoring systems related to the safe operation of railroads and vehicles generally. Mr. Weihong Du, our principal stockholder, chairman and president, has engaged in the development of software to assist in the detection of faults and other defects in railroad tracks in China for more than 5 years.

Our Corporate Structure

We have a wholly-owned subsidiary Transit Pro Tech Ltd. ("TP Hong Kong"), a limited liability company formed in Hong Kong. TP Hong Kong, in turn, owns Shenzhen Guantu Technology Co. Limited ("SGTCL"), which it formed in Shenzhen. References herein to "Transit Pro," the "Company, "we," "us" and words of similar import, unless otherwise indicated, refer collectively to Transit Pro Delaware, TP Hong Kong and SGCTL.

Our founding shareholders, own all of the outstanding shares of Shenzhen Beyebe Internet Technology Co. Limited ("Beyebe"), initially, such holdings were in the same proportions as their interests in Transit Pro Delaware and Mr. Weihong Du, our Chairman and Chief Executive Officer, is Beyebe's executive director and general manager. Beyebe is engaged in developing and marketing computer compliance software and hardware in the PRC. Beyebe is the owner of all of the outstanding equity of Beyebe AI Technology Inc. ("Beyebe AI"), a corporation formed under the laws of the state of California headquartered in Los Angeles.

We have entered into a Loan Agreement wherein Beyebe AI has agreed to lend us up to $1,000,000 to defray our expenses and a License Agreement with Beyebe wherein we have granted Beyebe the right to use and distribute within China hardware and software incorporating our intellectual property.

Although Mr. Du had business success in mainland China, he formed our Company for the purpose of engaging in business outside of mainland China. He believes the opportunities afforded by competitive market economies outside of mainland China exceed the long-term opportunities of doing business in communist China. Since formation, we have hired employees and consultants, including individuals based in China engaged in the development of our software, filed patent applications and provisional patent applications in the United States, one related to railway fault detection analysis, another relating to the monitoring of subway engineers to increase driver safety and a third related to a robotic device to couple and uncouple train cars, participated in academic conferences, marketing events and exhibitions in the United States and met with various prospective users of our products. While it is our goal to grow primarily by hiring individuals in the United States, we chose initially to engage software engineers in China with whom members of our management are familiar to initiate development of our products. We will continually assess the benefits and possible detriments of relying upon individuals outside of the United States, in particular within China, in an effort to maximize our returns.

We do not intend to devote significant monetary resources or time of our personnel to marketing our products in China. Nevertheless, to enable us to benefit from the market in China for our products, we entered into a License Agreement with Shenzhen Beyebe Internet Technology Co. Limited ("Beyebe") wherein we granted Beyebe the right to market and distribute in mainland China products incorporating our technologies.

For the immediate future we intend to recruit additional personnel experienced in the rail maintenance and safety industries, raise capital necessary to expand our operations and continue to promote our rail transit safety solutions by participating in exhibitions and academic conferences in the United States and other international markets, establishing business relationships, and conducting testing and trials in these markets.

In addition to funds spent on our business activities, during the next twelve months we anticipate incurring costs related to filing of Exchange Act reports and establishing appropriate management systems for a public company, including financial systems.

Results of Operations

Results of Operations for the three and six months ended March 31, 2026

Selected Financial Information for the Three Months ended December 31, 2026 and 2025:

		For the three months ended December 31,
		2026				2025
		US$ (Unaudited)				US$ (Unaudited)
Revenue from related party			99,899				70,500
Cost of revenue			(10,923)				(17,452	)
Gross profit			88,976				53,048
General and administrative expenses			(176,201	)			(131,902	)
Research and development expenses			(58,612	)			(46,201	)
Operating losses			(145,837	)			(125,055	)
Other Income/(expense)			7,828				646
Interest expense			(4,862	)			3,064
Loss before income taxes			(142,871	)			(121,345	)
Income taxes expense			-				-
Net losses			(142,871	)			(121,345	)

Revenues: During the three and six months ended March 31, 2026, we generated revenues of $99,899 and $170,399, respectively, compared to revenues of $70,500 and $175,796 for the three and six months ended March 31, 2025. Revenues during the three and six months ended March 31, 2026 consisted of fixed licensing fees of $70,500 and $141,000, respectively, representing a portion of the annual $300,000 fee due pursuant to the Licensing Agreement between the Company and Beyebe, and royalty revenue of $29,399 and $29,399, respectively, paid by Beyebe in respect of products distributed by Beyebe in China incorporating the Company's technologies.

Gross Profit: Gross profit for the three and six months ended March 31, 2026 was $88,976 and $151,453, respectively, compared to the three and six months ended March 31, 2025 in which gross profit was $53,048 and $147,441, The improvement in gross profit during the three and six months ended March 31, 2026, reflects both an increase in revenues in the three months ended March 31, 2026, over the comparable period of 2025 and reductions in the cost of revenues which were $10,923 and $18,946, during the three and six months ended March 31, 2026, respectively, compared to $17,452 and $28,355, during the comparable periods of 2025. During the three and six months ended March 31, 2026, cost of revenue consisted primarily of travel and promotional expenses.

General and Administrative Expenses: General and administrative expenses were $176,201 and $317,200 in the three and six months ended March 31, 2026 compared to $131,902 and $282,733 in the comparable periods of 2025. For the six months ended March 31, 2026, general and administrative expenses increased by $34,467 from $282,733 for the comparable period in the prior year. For the three months ended March 31, 2026, general and administrative expenses increased by $44,299 from $131,902 for the comparable period in the prior year. The principal components of general and administrative expenses in the three months ended March 31, 2026, consisted of accrued salaries of $57,895, professional fees of $ 85,774 relating to our status as a reporting company and patent filings. It is expected that general and administrative expenses will continue to increase as we increase our marketing efforts.

Research and Development: We incurred research and development expenses for the three and six months ended March 31, 2026 of $58,612 and $112,795 respectively, as compared to $46,201 and $71,844 for the comparable periods of 2025. We expect that we will continue to incur research and development expenses as we seek to develop new products.

Interest Income (Expense): We had interest expense of $4,862 and $7,397 for the three and six months ended March 31, 2026, compared to interest income of $3,064 during the three months ended March 31, 2025, and interest expense of $1,102 for the six months ended March 31, 2025. The incurrence of interest expense for the three and six months ended March 31, 2026, reflects increased borrowings from Beyebe AI as compared to the prior year.

Other income (expense): We generated other income of $7,828 and $12,166 for the three and six months ended March 31, 2026, compared to other income of $646 during the three months ended March 31, 2025, and other expense of $7,984 for the six months ended March 31, 2025. The other income or expense in the first and second quarters of 2026 and 2025 are mainly the result of gains from foreign currency exchanges.

Net Loss: Net loss for the three and six months ended March 31, 2026, was $142,871 and $273,773, respectively, compared to a net loss for the three and six months ended March 31, 2025, of $121,345 and $216,222, respectively. Our net loss reflects expenses incurred seeking to develop and market our products in the absence of significant revenues.

Liquidity and Capital Resources

Our operating expenses to date principally have been paid with monies borrowed from Beyebe AI, a subsidiary of Beyebe controlled by Mr. Du, the accrual of expenses due to related parties and, more recently, licensing fees and royalties received pursuant to the Licensing Agreement with Beyebe and the proceeds of a private placement completed in 2025..

On December 31, 2023 (the "Execution Date"), we entered into a Loan Agreement with Beyebe AI wherein it agreed to lend us up to $1,000,000 during the period commencing on the Execution Date of the Loan Agreement and ending on the third anniversary thereof. All amounts borrowed will bear interest at the rate of 7.50% per annum and are payable in full on the third anniversary of the Execution Date. All amounts borrowed and interest accrued thereon are to be repaid on each anniversary of the Execution Date of the Loan Agreement and may immediately be reborrowed up to the $1,000,000 limit. Any amount not paid on its due date will bear additional interest at the rate of 0.1% per day. The principal amount due Beyebe AI as of December 31, 2025, was $Nil, and increased to $216,312 as of March 31, 2026.

To meet our expenses over the next twelve months we likely will require more than the amount of our cash on hand, the amount we will receive as royalties and amounts available under our agreement with Beyebe AI. We intend to seek to acquire such additional amounts, as necessary, through loans from or capital contributions by our stockholders, management or other investors. We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company.

At March 31, 2026, we had cash and equivalents of $19,536. As of such date, our total liabilities were $1,270,382 of which $1,204,358 were current liabilities and of which $225,849 was due to Beyebe AI and $358,793 was due to Beyebe. At March 31, 2026, we had a working capital deficit in excess of $1,169,000, reflecting the fact that during the six months ended March 31, 2026, we had revenues of $170,399 and expenses in excess of $429,995. These conditions, among others, raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to meet our financial requirements, raise additional capital, and the success of our future operations as described above.

We anticipate incurring a minimum of $750,000 in expenses over the next twelve months and could incur more significant expenses if necessary. In all likelihood we will remain dependent upon the efforts of Mr. Du and his willingness and that of our principal stockholders to provide the capital necessary to continue our business and fund our cash needs until we generate meaningful revenues or raise capital from third parties. There can be no assurance that we will be able to raise the funds necessary to fund our operations until such time as we are generating positive cash flow or can otherwise fund our operations. If we were to fail to raise the capital necessary to maintain our operations our business would be adversely affected and our common stock would likely become worthless.

Cash Flows

The following is a summary of cash provided by or used in each of the indicated types of activities during the six months ended March 31, 2026.

Net cash provided by (used in) operating activities		$	(88,475)
Net cash provided by (used in) investing activities		$	-
Net cash provided by (used in) financing activities		$	101,509

Cash used in operating activities

Cash used in operating activities was $88,475 for the six months ended March 31, 2026. The use of cash by our operating activities reflects the expenses incurred to develop and market our products and general and administrative expenses partially offset by the revenues received from Beyebe pursuant to our license agreement and the increase in accrued expenses and other payables. We are incurring expenses to develop our business operations and management organization in excess of the amounts being generated from operations and accruing amounts due to related parties to sustain our operations. It is likely that our expenses will increase over the immediate future as we continue to expand our operations.

Cash provided by financing activities

Cash provided by financing activities was $101,509 in the six months ended March 31, 2026 resulting from an increase in amounts due shareholders.

Cash provided by financing activities was $341,215 in the six months ended March 31, 2025. The net cash provided by financing activities consisted of proceeds from the issuance of common stock and an increase in amounts due shareholders, reduced by payments made against amounts due related parties.

Contractual Obligations

At March 31, 2026, our significant contractual obligations included $225,849 due to Beyebe AI and $358,793 due to Beyebe and accrued expenses of $551,202 due to third parties.

Off-Balance Sheet Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder's equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Critical Accounting Policies and Estimates

Our management's discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which were prepared in accordance with US GAAP. While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements, we believe the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

Going Concern

Our financial statements have been prepared assuming that we will continue as a going concern. We have yet to generate revenues sufficient to maintain our operations, incurred a net loss of $142,871 for the three months ended March 31, 2026, have an accumulated deficit of $2,041,432 as of March 31, 2026, and expect to incur future additional losses. Our cash was $19,536 as of March 31, 2026, which is not adequate for the balance of our current fiscal year and additional financing is necessary to maintain our operations. These factors raise substantial doubt about our ability to continue as a going concern. Our capital requirements will depend on many factors in particular, the speed at which we seek to develop our business, the number of software products we seek to develop and our ability to generate revenues. In all likelihood we will remain dependent upon the efforts of our principal stockholders to provide the capital necessary to continue our business and fund our cash needs until we generate meaningful revenues. There can be no assurance that we will be able to raise the funds necessary to fund our operations until such time as we are generating positive cash flow. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Basis of Presentations

Our financial statements are prepared in accordance with US GAAP and the requirements of Regulation S-X promulgated by the Securities and Exchange Commission ("SEC").

Use of Estimates

In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates, required by management, include the recoverability of long-lived assets, allowance for doubtful accounts, and the reserve for obsolete and slow-moving inventories. Actual results could differ from those estimates.

Revenue Recognition

The Company follows Accounting Standards Update ("ASU") 2014-09 (and related amendments subsequently issued in 2016), Revenue from Contracts with Customers (ASC 606). The core principle underlying FASB ASC 606 is that the Company will recognize revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company's revenue streams are recognized when control of goods and services transfers to a customer.

FASB ASC Topic 606 requires use of a new five-step model to recognize revenue from customer contracts. The five-step model requires the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies each performance obligation.

The Company derives its revenues from product sales and professional service contracts with its customers, with revenues recognized upon delivery of services and products. Persuasive evidence of an arrangement is demonstrated via professional service contracts and invoices; and the service price to the customer is fixed upon acceptance of the professional services contract. The Company recognizes revenue when professional service is rendered to the customer and collectability of payment is reasonably assured. These revenues are recognized at a point in time after all performance obligations are satisfied. Revenue is recognized net of returns and value-added tax charged to customers.

Recent Accounting Pronouncements

On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is designed to improve the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the CODM. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023, with early adoption permitted. The Group is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Group is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company's present or future CFS.