Item 1. Financial Statements
ITEM
1. FINANCIAL STATEMENTS
VERTICAL
DATA INC.
INDEX
TO UNAUDITED INTERIM FINANCIAL STATEMENTS
AS
OF AND FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2025
Unaudited
Financial Statements
PAGE
Balance
Sheets as of June 30, 2025 (unaudited) and September 30, 2024
F-2
Unaudited
Statements of Operations for the Three and Nine Months Ended June 30, 2025 and the period of May 3, 2024 (Inception) through June
30, 2024
F-3
Unaudited
Statements of Changes in Shareholder’s Deficit For the Nine Months Ended June 30, 2025 and the period of May 3, 2024 (Inception)
through June 30, 2024
F-4
Unaudited
Statement of Cash Flows for the Nine Months Ended June 30, 2025 and the period of May 3, 2024 (Inception) through June 30, 2024
F-5
Notes
to Unaudited Financial Statements
F-6
F- 1
VERTICAL
DATA INC.
BALANCE
SHEETS
(UNAUDITED
AS OF JUNE 30, 2025 AND AUDITED AS OF SEPTEMBER 30, 2024)
June
30,
September
30,
2025
2024
ASSETS
Current
assets:
Cash
$ 736,646
$ 427,722
Other current
assets
-
664,000
Prepaid
expenses
176,437
29,989
Total current
assets
913,083
1,121,711
Property
and equipment, net
1,548
1,329
Total
assets
914,631
1,123,040
LIABILITIES
AND EQUITY
Current
liabilities:
Accrued
liabilities
$ 7,840
$ 143,115
Other
Current Liabilities
4,630
224,000
Total
current liabilities
12,470
367,115
Total
liabilities
12,470
367,115
Equity:
Common stock, $ 0.0001 par
value, 100,000,000 shares authorized;
41,193,052 and 38,397,052 shares issued and outstanding at
June 30, 2025 and September
30, 2024, respectively.
4,119
3,839
Additional
paid in capital
4,289,180
1,102,685
Accumulated
deficit
( 3,391,138 )
( 350,599 )
Total
equity (deficit)
902,161
755,925
Total
liabilities and equity
$ 914,631
$ 1,123,040
The
accompanying notes are an integral part of these unaudited financial statements.
F- 2
VERTICAL
DATA INC.
UNAUDITED
STATEMENT OF OPERATIONS
(UNAUDITED)
Three
Months Ended
May
3, 2024 (Inception)
Nine
Months Ended
June
30, 2025
Through
June 30, 2024
June
30, 2025 (1)
Revenue
$ -
$ 3,949,100
$ 3,666,000
Cost of revenue
-
3,733,000
3,598,000
Gross
profit
-
216,100
68,000
Operating
expenses:
General
and administrative
798,085
261,243
3,108,539
Total
operating expenses
798,085
261,243
3,108,539
Loss from
operations
( 798,085 )
( 45,143 )
( 3,040,539 )
Net
(loss) income
$ ( 798,085 )
$ ( 45,143 )
$ ( 3,040,539 )
Earnings
(loss) per common share:
Basic
and diluted
$ ( 0.02 )
$ ( 0.00 )
$ ( 0.08 )
Weighted
average common shares outstanding:
Basic
and diluted
41,193,052
36,503,000
40,380,437
(1) The Company was incepted May 3,
2024 and therefore the prior period information may not be comparable
The
accompanying notes are an integral part of these financial statements.
F- 3
VERTICAL
DATA INC.
UNAUDITED
STATEMENT OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
#
of Shares
Amount
APIC
Deficit
Total
Common
Stock
Accumulated
#
of Shares
Amount
APIC
Deficit
Total
Inception as of May 3, 2024
-
$ -
$ -
$ -
$ -
Issuance of founders shares
36,503,000
3,650
( 3,064 )
-
586
Net loss
-
-
-
( 45,143 )
( 45,143 )
June 30, 2024
36,503,000
$ 3,650
$ ( 3,064 )
$ ( 45,143 )
$ ( 44,557 )
September 30, 2024
38,397,052
3,839
1,102,685
( 350,599 )
755,925
Issuance of common stock
2,186,000
219
1,093,181
-
1,093,400
Stock-based compensation
-
-
464,118
-
464,118
Net loss
-
-
-
( 837,458 )
( 837,458 )
December 31, 2024
40,583,052
4,058
2,659,984
( 1,188,057 )
1,475,985
Issuance of common stock
610,000
61
304,939
-
305,000
Stock-based compensation
-
-
980,614
-
980,614
Net loss
-
-
-
( 1,404,996 )
( 1,404,996 )
March 31, 2025
41,193,052
4,119
3,945,537
( 2,593,053 )
1,356,603
Balance
41,193,052
4,119
3,945,537
( 2,593,053 )
1,356,603
Stock-based compensation
-
-
343,643
-
343,643
Net loss
-
-
-
( 798,085 )
( 798,085 )
June 30, 2025
41,193,052
4,119
4,289,180
( 3,391,138 )
902,161
Balance
41,193,052
4,119
4,289,180
( 3,391,138 )
902,161
The
accompanying notes are an integral part of these unaudited financial statements.
F- 4
VERTICAL
DATA INC.
UNAUDITED
STATEMENT OF CASH FLOWS
(UNAUDITED)
Nine
Months Ended
June
30, 2025 (1)
May
3, 2024 (Inception)
Through
June 30, 2024
Cash flows
from operating activities:
Net
(loss) income
( 3,040,539 )
( 45,143 )
Adjustments
to reconcile net (loss) income to net cash used in operating activities
Stock based
compensation
1,788,375
-
Depreciation
expense
240
-
Changes
in assets and liabilities:
Prepaid
expenses
( 146,448 )
-
Inventory
-
( 1,744,000 )
Other current
assets
664,000
-
Accounts
payable
-
2,210,000
Accrued
liabilities
( 135,275 )
45,677
Other
current liabilities
( 219,370 )
-
Net
cash from (used) in operating activities
( 1,089,017 )
466,534
Cash flows
from investing activities:
Purchase
of property and equipment
( 459 )
-
Net
cash used in investing activities
( 459 )
-
Cash flows
from financing activities:
Sale of
common stock, net of fees and costs
1,398,400
-
Cash
received from issuance of founder shares
-
586
Net
cash provided by financing activities
1,398,400
586
Net change
in cash and cash equivalents
308,924
467,120
Cash
and cash equivalents, beginning of period
427,722
-
Cash
and cash equivalents, end of period
736,646
467,120
(1) The Company was incepted May 3,
2024 and therefore the prior period information may not be comparable
The
accompanying notes are an integral part of these unaudited financial statements.
F- 5
VERTICAL
DATA INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
1.
NATURE OF OPERATIONS
Vertical
Data Inc. (the “Company”) was incorporated in Nevada on May 3, 2024 and has a fiscal year-end of September 30. The Company’s
current service to its customers is comprised solely of the sale of artificial intelligence related hardware. The Company plans to expand
its service offerings in the future to include technology consulting, design and engineering, project management, systems integration,
system installation and facilities management. The Company’s corporate office is located in Las Vegas, Nevada.
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS
The
accompanying notes to the Company’s unaudited interim financial statements have been prepared in accordance with the requirements
of ASC 270, Interim Reporting and Article 8 of Regulation S-X. To that extent, footnote disclosure which would substantially duplicate
the disclosure contained in the Company’s latest audited financial statements has been omitted.
In
the opinion of management, these unaudited interim consolidated financial statements include all adjustments and accruals, consisting
only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein.
The results of the interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim
period or any future year or period.
Basis
of Presentation
The
accompanying financial statements have been prepared using the accrual basis of accounting in accordance with generally accepted accounting
principles (“GAAP”) promulgated in the United States of America. The financial statements include Vertical Data Inc. as of
and for the three and nine months ended June 30, 2025 and the period of May 3, 2024, the Company’s inception, through June 30,
2024. The Company’s fiscal year-end is September 30.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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
statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. The Company bases its estimates on historical experience and on various assumptions
that are believed to be reasonable, the results of which form the basis for the amounts recorded in the financial statements.
Going
Concern
Pursuant
to the guidance in ASC 205-40 Going Concern, for each annual and interim reporting period an entity’s management must evaluate
whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity’s ability to
continue as a going concern within one year after the date that the financial statements are issued. To that extent, the Company incurred
a net loss of approximately $ 0.8 million and $ 3.0 million during the three and nine months ended June 30, 2025, respectively. Further,
the Company had cash on hand of approximately $ 0.7 million as of June 30, 2025. Based on the above, the Company determined that there
was substantial doubt about its ability to continue as a going concern. The Company hopes to mitigate the substantial doubt through its
future capital raises and operating income.
F- 6
Recent
Accounting Pronouncements
Accounting
standards that have been issued or proposed by the Financial Accounting Standards Board (“FASB”) that do not require adoption
until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss
recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations,
cash flows or disclosures.
3.
OTHER CURRENT ASSETS
Other
current assets consisted of the following:
SCHEDULE
OF OTHER CURRENT ASSETS
June
30, 2025
September
30, 2024
Refunds due
from suppliers
$ -
$ 664,000
Total other current
assets
$ -
$ 664,000
4.
PREPAID EXPENSES
Prepaid
expenses consisted of the following:
SCHEDULE OF PREPAID EXPENSES
June
30, 2025
September
30, 2024
Prepaid legal fees
$ 20,268
$ 25,000
Prepaid commissions
149,949
4,989
Other
6,220
-
Prepaid expenses
$ 176,437
$ 29,989
5.
PROPERTY AND EQUIPMENT
Property
and equipment consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
Description
June
30, 2025
September
30, 2024
Tools, machinery, and equipment
$ 1,811
$ 1,352
Less – accumulated
depreciation
( 263 )
( 23 )
Total property and equipment,
net
$ 1,548
$ 1,329
Total
depreciation expense was $ 90 and $ 240 for three and nine months ended June 30, 2025.
6.
ACCRUED LIABILITIES
Accrued
liabilities consisted of the following:
SCHEDULE OF ACCRUED LIABILITIES
June
30, 2025
September
30, 2024
Wages accrual
$ 2,960
$ 99,400
Expenses accrual
-
32,385
Payroll tax accrual
-
2,400
Credit card accrual
4,880
8,930
Total accrued liabilities
$ 7,840
$ 143,115
F- 7
7.
OTHER CURRENT LIABILITIES
As
of September 30, 2024, other current liabilities consisted of a customer deposit received during the period for which the order was subsequently
cancelled. Refund of the amount occurred during the nine months ended June 30, 2025. There were no other current liabilities as of June 30, 2025.
SCHEDULE OF OTHER CURRENT LIABILITIES
June
30, 2025
September
30, 2024
Customer deposit
4,630
224,000
Total other current
liabilities
$ 4,630
$ 224,000
8.
STOCKHOLDERS’ EQUITY
Upon
formation, the authorized capital of the Company was 100,000,000 shares consisting of 100,000,000 shares of common stock, par value $ 0.0001 .
Common Stock
The
Company’s common shares do not include any dividend or liquidation preferences, participation rights, call prices or unusual voting
rights.
Common
Stock Issuances
Subsequent
to our formation, the Company issued 36,503,000 founder shares to various individuals at par value. In accordance with Rule 5-02.30 of
Regulation S-X and SAB Topic 4.E, the Company recognized the corresponding receivable for the issued shares, other than $ 586 in proceeds
received as of the balance sheet date, as a deduction from equity.
During
the nine months ended June 30, 2025, the Company sold 2,796,000 shares of Company stock in an unregistered offering for net proceeds
of $ 1,398,400 .
9.
SUBSEQUENT EVENTS
In
accordance with ASC 855 Subsequent Events , the Company has evaluated events and transactions subsequent to June 30, 2025 through
the date these financial statements were issued. There are no subsequent events identified that would require disclosure in these consolidated
financial statements.
F- 8