Crisp Momentum Inc 10-Q for FY2026 Q2
Crisp Momentum Inc. (CRSF)
About this 10-Q
Crisp Momentum Inc filed this 10-Q on May 15, 2026, covering the quarter ended January 31, 2026 (FY2026 Q2).
Headline figures
Quarter ended January 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $492
- up 465.5% from $87 a year earlier
- Net loss
- $5.99M
- compared with a net loss of $281.9K a year earlier
- Diluted EPS
- $0.00
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For
the quarterly period ended
For the transition period from ______________
Commission
file number:
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification Number) |
| (Address of principal executive offices) | Zip Code |
Registrant’s
telephone number:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller
reporting company | ||
| Emerging
growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of January 31, 2026, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the shares of common stock outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for a share of common stock on January 31, 2026 as reported by OTC Markets Group, Inc. ($0.1400), was approximately $37,347,139.
As of May 15, 2026, there were shares of common stock, par value $ per share, of the registrant issued and outstanding.
Table of Contents
| 2 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. Specifically, forward-looking statements may include statements relating to:
| ● | our future financial performance; | |
| ● | changes in the market for our products and services; | |
| ● | our expansion plans and opportunities; and | |
| ● | other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions. |
These forward-looking statements are based on information available as of the date hereof and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
| ● | the level of demand for our products and services; | |
| ● | competition in our markets; | |
| ● | our ability to grow and manage growth profitably; | |
| ● | our ability to access additional capital; | |
| ● | changes in applicable laws or regulations; | |
| ● | our ability to attract and retain qualified personnel; | |
| ● | the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and | |
| ● | other risks and uncertainties indicated herein, including those under “Risk Factors.” |
| 3 |
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Crisp Momentum, Inc. and Subsidiaries
| 4 |
CRISP MOMENTUM, INC.
(FORMERLY OPENLOCKER HOLDINGS, INC.)
CONSOLIDATED BALANCE SHEETS
January 31, 2026 (Unaudited) | July 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Note receivable | ||||||||
| Other receivable – related party | ||||||||
| Total Current Assets | ||||||||
| Intangible assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses – related party | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Investment payable | ||||||||
| Deferred revenue – related party | ||||||||
| Notes payable – related party | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Series A, convertible preferred stock, $ par value, shares authorized, shares are issued and outstanding at January 31, 2026 and July 31, 2025. | ||||||||
| Common Stock, $ par value; shares authorized, and issued and outstanding, at January 31, 2026 and July 31, 2025, respectively. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ||||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
See accompanying notes to consolidated financial statements
| 5 |
CRISP MOMENTUM, INC.
(FORMERLY OPENLOCKER HOLDINGS, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
For the Three Months Ended January 31, | For the Six Months Ended January 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | ||||||||||||||||
| Product Sales | $ | $ | $ | $ | ||||||||||||
| Services | ||||||||||||||||
| Sponsorships | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Software development | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expenses) | ||||||||||||||||
| Amortization of debt discount | ( | ) | ( | ) | ||||||||||||
| Interest income | ||||||||||||||||
| Interest income – related party | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expenses) | ( | ) | ( | ) | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per share - basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of shares outstanding - basic and diluted | ||||||||||||||||
See accompanying notes to consolidated financial statements
| 6 |
CRISP MOMENTUM, INC.
(FORMERLY OPENLOCKER HOLDINGS, INC.)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
For the Three and Six Months Ended January 31, 2026 and 2025
| Shares | Amount ($) | Shares | Amount ($) | Paid-In Capital ($) | Accumulated Deficit ($) | Stockholders’ Deficit ($) | ||||||||||||||||||||||
Series A Preferred Stock | Common Stock | Additional | Total | |||||||||||||||||||||||||
| Shares | Amount ($) | Shares | Amount ($) | Paid-In Capital ($) | Accumulated Deficit ($) | Stockholders’ Deficit ($) | ||||||||||||||||||||||
| Balance July 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance October 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Stock issues for services | – | |||||||||||||||||||||||||||
| Stock issued for cash – common stock | – | |||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance January 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
Series A Preferred Stock | Common Stock | Additional | Total | |||||||||||||||||||||||||
| Shares | Amount ($) | Shares | Amount ($) | Paid-In Capital ($) | Accumulated Deficit ($) | Stockholders’ Deficit ($) | ||||||||||||||||||||||
| Balance July 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Stock issued for cash – related party | – | |||||||||||||||||||||||||||
| Stock-based compensation | – | - | ||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance October 31, 2025 | ( | ) | ||||||||||||||||||||||||||
| Related-party acquisition | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Stock-based compensation | – | – | ||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | (5,987,803 | ) | (5,987,803 | ) | |||||||||||||||||||
| Balance January 31, 2026 | ( | ) | ||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements
| 7 |
CRISP MOMENTUM, INC.
(FORMERLY OPENLOCKER HOLDINGS, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| 2026 | 2025 | |||||||
For the Six Months Ended January 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Amortization of debt discount | ||||||||
| Recognition of stock-based compensation | ||||||||
| Stock issued for services | ||||||||
| Impairment of intangibles | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Other receivables | ( | ) | ||||||
| Other receivables – related party | ( | ) | ||||||
| Other receivables | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Accounts payable and accrued expenses - related parties | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Deferred revenue – related party | ||||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Cash paid for intangible assets | ( | ) | ||||||
| Other receivables | ( | ) | ||||||
| Other receivables – related party | ( | ) | ||||||
| Net Used in Investing Activities | ( | ) | ||||||
| Cash Flows From Financing Activities: | ||||||||
| Cash received from investment payable | ||||||||
| Cash received for sale of common stock – related party | ||||||||
| Proceeds from related party notes | ||||||||
| Stock issued for cash – common stock | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Increase (decrease) in Cash | ( | ) | ||||||
| Cash at Beginning of Year | ||||||||
| Cash at End of Period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | ||||||||
| Cash paid for income taxes | ||||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Acquisition of TaleOn App and related assets – related party | $ | $ | ||||||
See accompanying notes to consolidated financial statements
| 8 |
CRISP MOMENTUM, INC.
(FORMERLY OPENLOCKER HOLDINGS, INC.)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31 31, 2026 and 2025
NOTE 1 –ORGANIZATION AND BUSINESS
The Company was originally incorporated in Delaware in 1986. It changed its domicile to Massachusetts in 1987. Until July 7, 1992, the Company was engaged in the sale of an automated luminometer and an accompanying reagent system that measures raw material for microbiological contamination. The Company discontinued operations and liquidated the remaining inventory of reagents on April 16, 1993. The Company changed its state of domicile again to Delaware in May 1996 and concurrently changed its name to IMSCO Technologies, Inc. At the time, the Company switched its focus to developing technology that achieves molecular separation with innovative applications of electrostatics. The Company ultimately abandoned these endeavors and continued to go through shifts in its business operations. In 2001, the Company changed its name to Global Sports and Entertainment, Inc. In 2002, it changed its name to GWIN, Inc. The Company changed its name to Winning Edge International, Inc. in 2006 and in 2007, to W Technologies, Inc.
In June 2021, the Company closed upon a share exchange agreement with Krypto Ventures pivoting the Company into the blockchain technology and digital asset business. In November 2021, the Company redeemed a large portion of the common stock issued in the Krypto Ventures transaction and current management took over the Company operations. Effective December 31, 2021, the Company changed its name to “Descrypto Holdings, Inc.”
On December 5, 2022, the Company changed its corporate name to OpenLocker Holdings, Inc. and effective December 9, 2022, the trading symbol for the Company’s common stock changed to “OLKR”. In October 2022 the Company uplisted to the OTCQB Venture Market.
On July 11, 2025, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Crisp Momentum Inc., a Delaware corporation (the “Target”), and Digital Knight S.á.r.l., a Luxembourg company (the “Seller”), pursuant to which the Company agreed to purchase all of the outstanding shares of capital stock of the Target from the Seller in exchange for an aggregate of shares of the Company’s common stock (the “Crisp Transaction”).
On August 28, 2025, following the consummation of the Crisp Transaction, the Company changed its name to “Crisp Momentum Inc.” and, effective August 28, 2025, the trading symbol for the Company’s common stock changed to “CRSF”.
NOTE 2 – GOING CONCERN
The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
As reflected in the accompanying consolidated financial statements, for the six months ended January 31, 2026, the Company had:
| ● | Net
loss of $ | |
| ● | Net
cash used in operations of $ |
Additionally, at January 31, 2026, the Company had:
| ● | Accumulated
deficit of $ | |
| ● | Working
capital surplus of $ |
We
manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand
of $
| 9 |
The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended July 31, 2026, and our current capital structure including equity-based instruments and our obligations and debts.
The Company has satisfied its obligations from the issuance of common stock and notes payable; however, there is no assurance that such successful efforts will continue during the twelve months subsequent to the date these consolidated financial statements are issued.
If the Company does not obtain additional capital (debt and/or equity based financing), the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels.
These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued.
The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of consolidated financial statements in conformity with GAAP requires 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) valid transactions are recorded; and (3) transactions are recorded in the proper period in a timely manner to produce consolidated financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires 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 the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements have been prepared in accordance with GAAP. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.
| 10 |
Business Combinations
The Company accounts for business combinations using the acquisition method in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, “Business Combinations,” which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition.
Cash and Cash Equivalents
The Company accounts for cash and cash equivalents under FASB ASC 305, “Cash and Cash Equivalents,” and considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
At
January 31, 2026 and July 31, 2025, respectively, the Company did
The
Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent
account balances exceed the amount insured by the FDIC, which is $
Advertising and Promotion Costs
Advertising and promotion costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations.
For
the six months ended January 31, 2026 and 2025, the Company expensed $
Revenue Recognition
The Company records transactions in accordance with ASU 2014-09, “Revenue from Contracts with Customers” and all subsequent amendments to the ASU (collectively, “ASC 606”). In accordance with ASC 606, revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Currently, all revenue streams contain a single performance obligation. There are no penalties for contract termination by either party.
The Company generates revenue from three main sources in its business, (1) sale of products/collectibles, (2) sponsorship revenues and (3) IT services.
Collectibles
All payments are received from third-party payment processing providers. The Company receives payments from sales on its primary marketplace (Shopify site) as well as two other sources. Each of these sources of payment relate to the completion of a single performance obligation completed at a point in time, which occurs upon the transfer of a digital access pass and where no further performance obligations are required. At the point of sale, the Company grants all rights in the intellectual property to the customer.
Payments from customers (all paid in cash) are received as follows:
| ● | Shopify payouts from credit/debit cards transactions typically occur 2-3 days after date of sale; and |
| ● | PayPal payments are received same day |
Shipping fees collected from customers for physical collectibles are included with revenues received from Shopify payouts. Prior to the product shipping, any amounts received in advance are accounted for as contract liabilities (deferred revenue).
The Company controls the collectibles via digital access pass prior to a sale and acts as the principal in these transactions.
For
the six months ended January 31, 2026 and 2025, the Company recognized $
| 11 |
Sponsorships
The Company generates revenues from sponsorship arrangements, in which the customer sponsors an athlete, event or sports team. In exchange for the sponsorship, the customer receives specified brand recognition and other benefits over a set period of time and will recognize revenue on a straight-line basis over the time period specified in the contract. Related performance obligations for sponsorship arrangements are recognized ratably over this period of time.
The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included on the consolidated balance sheets as contract liabilities (deferred revenues). Contractually due, unpaid sponsorship revenue is included in accounts receivable on the consolidated balance sheets.
For the six months ended January 31, 2026 and 2025, the Company recognized $ of sponsorship revenues.
IT Services
The Company generates revenue by providing IT services to customers. Revenue is recognized once the Company has performed the service and control is transferred to the customer.
At
January 31, 2026 and 2025, the Company had contract liabilities of $
For
the six months ended January 31, 2026 and 2025, the Company recognized $
Segment Reporting
Effective for the fiscal year ended July 31, 2025, the Company adopted the provisions of ASC 2023-07, “Segment Reporting” (Topic 280): Improvements to Reportable Segment Disclosures. Operating segments are components of an enterprise about which separate financial information is available and is evaluated regularly by management, namely the Chief Operating Decision Maker (“CODM”) of an organization, in order to determine operating and resource allocation decisions. By this definition, the Company has identified its Chief Executive Officer as the CODM. The CODM has determined the Company to have one operating segments.
The
Company has
The Company chooses to disclose the following in its segment reporting requirements:
SCHEDULE OF SEGMENT REPORTING REQUIREMENTS
| Unallocated | ||||||||||||
| Corporate | Products/ | |||||||||||
| Overhead | Services | Collectibles | ||||||||||
| Segment Revenue | ||||||||||||
| Services | $ | $ | $ | |||||||||
| Products/collectibles | ||||||||||||
| Total Segment Revenue | ||||||||||||
| Cost of Revenue | ||||||||||||
| Gross Profit | ||||||||||||
| Operating Expenses | ||||||||||||
| Stock-based compensation | ||||||||||||
| General and administrative | ||||||||||||
| Segment Operating Expenses | ||||||||||||
| Segment Profit (Loss) | $ | ( | ) | $ | $ | |||||||
| 12 |
Income Taxes and Valuation Allowance
The Company accounts for income taxes under ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The
Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using
that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position
will be sustained upon examination by the tax authorities. As of July 31, 2025 and 2024, respectively, the Company had
The
Company recognizes interest and penalties related to uncertain income tax positions in other expense.
Financial Instruments
ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
| Level 1 - | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |
| Level 2 - | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |
| Level 3 - | Inputs that are both significant to the fair value measurement and unobservable. |
Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.
The Company’s financial instruments, including cash, accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, notes payable and notes payable – related parties are carried at historical cost. At January 31, 2026 and July 31, 2025, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.
ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments.
| 13 |
Related Parties
The Company follows ASC 850-10, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) principal owners of the Company; c) management of the Company; d) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and e) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
See Notes 4 and 5.
Leases
In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases (“ASC 840”). The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement, over the expected term on a straight-line basis. We determine if an arrangement is a lease at inception. The Company recognizes ROU assets and lease liabilities for leases with terms greater than 12 months or leases that contain a purchase option that is reasonably certain to be exercised. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the statement of operations. In addition, a lessor is required to classify leases as either sales-type, financing or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as financing. If the lessor does not convey risk and rewards or control, the lease is treated as operating. We determine if an arrangement is a lease, or contains a lease, at inception and record the lease in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.
Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data.
We may have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and the lease component, if accounted for separately, would be classified as an operating lease.
| 14 |
We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.
Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.
Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations.
Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred.
Original Issue Discount/Debt Discount
For certain notes issued, the Company may provide the debt holder with an original issue discount or issue shares of common stock classified as a debt discount. These discounts reduce the face amount of the note and are amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations.
Debt Issue Cost
Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations.
Software Development Costs
Internal-use software development costs are accounted for in accordance with ASC 350-40, “Internal-Use Software”. The costs incurred in the preliminary stages of development are expensed as research and development costs as incurred.
Once an application has reached the development stage, internal and external costs incurred to develop internal-use software are capitalized and amortized on a straight-line basis over the estimated useful life of the software (typically threeto five years).
Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful life of the software.
The Company reviews the carrying value for impairment whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Amortization expense related to capitalized internal-use software development costs will be included in cost of goods sold in the statements of operations.
For
the six months ended January 31, 2026 and 2025, the Company expensed $
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Loss Contingencies
From time to time the Company may be subject to various legal proceedings and claims that arise in the ordinary course of business. On at least a quarterly basis, consistent with ASC 450-20-50-1C, if the Company determines that there is a reasonable possibility that a material loss may have been incurred, or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will record it in its accounts and as a liability on the consolidated balance sheet.
Goodwill and Impairment
In financial reporting, goodwill is not amortized but is tested for impairment annually (each July 31) or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level.
The Company uses qualitative factors according to ASC 350-20-35-3 to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount.
There
were
Property and Equipment
Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets.
Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations.
Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
There
were
Intangible Assets
Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Indefinite-lived intangible assets are reviewed for impairment annually. The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Six Months Ended January 31, 2026
During
the six months ended January 31, 2026, the Company capitalized $
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Six Months Ended January 31, 2025
There was capitalization of or impairment losses of intangible assets recorded during the six months ended January 31, 2025.
Long-lived Assets
Long-lived
assets such as fixed assets and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the
carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair
value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available,
or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash
flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values
are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk
associated with the recovery of the assets. We did
Stock-Based Compensation
FASB ASC 718 “Compensation – Stock Compensation,” prescribes accounting and reporting standards using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.
When determining fair value of stock options, the Company considers the following assumptions in the Black-Scholes model:
| ● | Exercise price | |
| ● | Expected dividends | |
| ● | Expected volatility | |
| ● | Risk-free interest rate; and | |
| ● | Expected life of option |
In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards.
The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a binomial pricing model.
Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants (for services) are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period.
Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted income (loss) per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and upon the conversion of notes. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. For the six months ended January 31, 2026 and 2025, the Company had the following potentially dilutive equity securities:
January 31, 2026 | January 31, 2025 | |||||||
| Series A, convertible stock ( to into common stock) | ||||||||
| Stock options (exercise prices $ to $ per share) | ||||||||
| Warrants (exercise price $ to $/share) | ||||||||
| Total common stock equivalents | ||||||||
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Recently Issued Accounting Pronouncements
We have reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. We recently adopted and retroactively applied ASU 2023-07, “Segment Reporting.”
NOTE 4 – OTHER RECEIVABLE – RELATED PARTY
The
Company sold and issued shares at $/share for a total price of $
NOTE 5 – NOTES PAYABLE – RELATED PARTY
The following represents a summary of the Company’s notes payable – related parties at January 31, 2026 and July 31, 2025:
SCHEDULE OF NOTES PAYABLE RELATED PARTIES
| Issue Date | Maturity Date | Interest Rate | Default Interest Rate | Related Party | Collateral | January 31, 2026 | July 31, 2025 | |||||||||||||||
| % | % | $ | $ | |||||||||||||||||||
| $ | $ | |||||||||||||||||||||
NOTE 6 – NOTE RECEIVABLE – RELATED PARTY
On
September 5, 2025, the Company, as Lender, entered into a Convertible Loan Agreement with Banji Step K.K., a Japanese company, providing
financing in the principal amount of $
NOTE 7 – NOTE RECEIVABLE
On
November 14, 2025, the Company, as Lender, entered into a Loan Agreement with Nexvers Co., Ltd., a South Korean company, agreeing to
lend the borrower up to $
NOTE 8 – STOCKHOLDERS’ DEFICIT
The Company has two (2) classes of stock at January 31, 2026 and July 31, 2025:
Class A Common Stock
| - | shares authorized |
| - | and issued and outstanding, respectively |
| - | Par value - $ |
| - |
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Series A, Convertible Preferred Stock
| - | shares authorized |
| - | issued and outstanding |
| - | Par value - $ |
| - | Conversion ratio – share of Series A converts into shares of common stock |
| - |
| - | Eligible for dividends/distributions if declared by the Board of Directors |
| - | Liquidation
preference - |
Equity Transactions for the Six Months ended January 31, 2026
Stock Issued for Cash
The
Company sold and issued shares at $/share for a total price of $
TaleOn Acquisition – Related Party
On
November 14, 2025, the Company acquired the TaleOn Application and related assets. Given the related-party nature of the transaction,
the Company has recorded all of the cash paid for the transaction ($
NOTE 9 – INVESTMENT PAYABLE
In
connection with the Crisp acquisition in fiscal year 2025, the company acquired an investment agreement whereby the investor agreed to
lend the Company up to $
SCHEDULE OF STOCK OPTION
| Stock Options | Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | Weighted Average Grant Date Fair Value | |||||||||||||||
| Outstanding - July 31, 2024 | $ | $ | $ | |||||||||||||||||
| Exercisable - July 31, 2024 | $ | $ | $ | |||||||||||||||||
| Granted | $ | - | $ | |||||||||||||||||
| Exercised | - | |||||||||||||||||||
| Cancelled/Forfeited | - | |||||||||||||||||||
| Outstanding - July 31, 2025 | $ | $ | $ | |||||||||||||||||
| Exercisable - July 31, 2025 | $ | $ | $ | |||||||||||||||||
| Granted | - | |||||||||||||||||||
| Exercised | - | |||||||||||||||||||
| Cancelled/Forfeited | - | |||||||||||||||||||
| Outstanding – October 31, 2025 | $ | $ | $ | |||||||||||||||||
| Exercisable – October 31, 2025 | $ | $ | $ | |||||||||||||||||
| Unvested – October 31, 2025 | $ | - | $ | $ | ||||||||||||||||
| Granted | ||||||||||||||||||||
| Exercised | ||||||||||||||||||||
| Cancelled/Forfeited | - | $ | $ | |||||||||||||||||
| Outstanding – January 31, 2026 | $ | $ | $ | |||||||||||||||||
| Exercisable – January 31, 2026 | $ | $ | $ | |||||||||||||||||
| Unvested – January 31, 2026 | $ | - | $ | $ | ||||||||||||||||
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NOTE 11 - WARRANTS
On
October 29, 2025, the company granted warrants equal to 10% of the fully diluted outstanding shares () to a services provider.
The warrants vest monthly over an
Warrant activity for the six months ended January 31, 2026 and the year ended July 31, 2025 are summarized as follows:
SCHEDULE OF WARRANTS
| Stock Options | Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | ||||||||||||
| Outstanding - July 31, 2024 | $ | $ | ||||||||||||||
| Exercisable - July 31, 2024 | $ | $ | ||||||||||||||
| Granted | $ | - | $ | - | ||||||||||||
| Exercised | - | - | ||||||||||||||
| Cancelled/Forfeited | - | - | ||||||||||||||
| Outstanding - July 31, 2025 | $ | $ | ||||||||||||||
| Exercisable - July 31, 2025 | $ | $ | ||||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Cancelled/Forfeited | - | - | ||||||||||||||
| Outstanding – October 31, 2025 | $ | $ | ||||||||||||||
| Exercisable – October 31, 2025 | $ | $ | ||||||||||||||
| Unvested – October 31, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Cancelled/Forfeited | - | - | ||||||||||||||
| Outstanding – January 31, 2026 | $ | |||||||||||||||
| Exercisable – January 31, 2026 | $ | |||||||||||||||
| Unvested – January 31, 2026 | $ | |||||||||||||||
NOTE 12 – DEFFERED REVENUE – RELATED PARTY
The
Company received $
NOTE 13 – TALEON ACQUISITION – RELATED PARTY
Pursuant
to the terms of the TaleOn APA, the Company acquired from Seller all assets used in or relating to the TaleOn online short-form content
distribution platform (the “TaleOn Business”). The TaleOn APA provides that the assets acquired include, among other things,
intellectual property (including TaleOn trademarks and branding), technology, software, content libraries and audiovisual works (including
rights to certain original shows and associated production materials), app store listings and developer materials. The consideration
for the TaleOn APA consists of an aggregate purchase price of $
The
Company evaluated the acquisition in accordance with ASC 805 and determined that the assets would meet the definition of a business as
the set of assets contained inputs and substantive processes in delivering short form media for consumers. The Company evaluated the
value of the apps in accordance with the guidance and determined that the assets held no value due to unsupportable cash flow projections
given that the assets have not produced revenue prior to or since the acquisition occurred. Given the related party nature of the transaction,
the Company has recorded all of the cash paid for the transaction ($
NOTE 12 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation unless noted below, the following material subsequent events have occurred that require disclose:
On April 16, 2026, the Company entered into a settlement agreement with Banji Step regarding the remaining note receivable due whereby the parties agreed remaining note receivable due from Banji Step together with the accrued interest would be used to repurchase shares of the Company’s common stock.
| 20 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and results of operations of OpenLocker Holdings, Inc. and its subsidiaries (together, the “Company” or “OpenLocker”) should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our,” and similar terms refer to the Company. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors section of our Annual Report on Form 10-K for the year ended July 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on January 28, 2026, as the same may be updated from time to time. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
Overview
Crisp Momentum Inc. (“Crisp” or the “Company”) is a U.S.–based global media and technology company focused on the creation, acquisition, and monetization of short-form scripted video content known as Duanju or “microdramas.” Crisp develops and distributes professionally produced, high-quality short-form series through the Crisp platform as well as through third-party digital distribution partners worldwide.
Incorporated in Delaware in 1986, the Company was originally engaged in the sale of automated luminometer and an accompanying reagent system that measures raw material for microbiological contamination. The Company then discontinued such operations in 1996 and began developing technology that achieved molecular separation with innovative applications of electrostatics. The Company ultimately abandoned these endeavors and underwent various shifts in its business operations. In 2021, the Company pivoted into the blockchain technology and digital asset business and, in 2022, the Company changed its corporate name to OpenLocker Holdings, Inc. On July 11, 2025, the Company entered into a Stock Purchase Agreement with Crisp Momentum Inc. and Digital Knight S.á.r.l, pursuant to which the Company purchased all outstanding shares of Crisp Momentum Inc.’s capital stock. Following consummation of such transaction on August 28, 2025, the Company changed its name to Crisp Momentum Inc.
Business Overview
Crisp is among the first western companies building a commercial microdrama platform with active recurring revenue, supported by a growing global user base and an emerging catalogue of proprietary, franchise-ready intellectual property. The Company employs a diversified monetization model that includes subscriptions, advertising, merchandising, branded entertainment, product placement, and fan-service offerings.
Crisp’s long-term strategy is to build a global library of premium short-form IP across multiple genres and capture a meaningful share of the rapidly expanding global microdrama market.
Principal Products and Services
Crisp offers a suite of content and digital media services centered on short-form scripted video entertainment:
The Crisp Platform
A proprietary mobile-first streaming platform delivering short-form scripted video content across a broad array of genres worldwide. The platform supports:
| ● | subscription-based access; | |
| ● | advertising-based viewing; | |
| ● | in-app purchases; and | |
| ● | fan-service engagement and ancillary content. |
| 21 |
Content Production & IP Development
Crisp produces and acquires short-form scripted video series (typically 1–2 minute episodes released in multi-episode arcs). Content is designed for franchise expansion through sequels, spin-offs, merchandise, licensing, and cross-media adaptations.
Monetization Services
Crisp’s revenue streams include, among other things:
| ● | subscription fees; | |
| ● | advertising revenue; | |
| ● | brand integrations and product placement; | |
| ● | merchandising and collectibles; | |
| ● | licensing arrangements with domestic and international platforms; and | |
| ● | fan-service enhancements and premium content sales. |
Distribution and Licensing
Crisp distributes its owned content through:
| ● | the Crisp platform; | |
| ● | major international app stores; | |
| ● | global social and entertainment networks; and | |
| ● | third-party streaming, advertising, and over-the-top (“OTT”) partners. |
Industry Overview and Market Opportunity
Microdramas (Duanju) represent one of the fastest-growing segments in global entertainment. Originating in China as mobile-first bingeable scripted content, microdramas have expanded internationally, capturing strong user engagement and high lifetime value (LTV) dynamics.
Key industry trends include:
| 1. | China’s microdrama market is approximately $6.9 billion with 400 million daily active users. |
| 2. | The global microdrama market is projected to grow from $2 billion in 2024 to $10 billion by 2028, driven by mobile-native consumption and short-viewing formats. |
| 3. | Western markets remain significantly underserved, with most production capacity concentrated in China and a limited number of western-produced titles. |
| 4. | Unit economics support scalable global expansion, with disciplined production cycles, fast content testing, and strong returns for successful titles. |
Crisp aims to become a leading western-based developer and curator of microdrama IP while expanding internationally through partnerships, localized production, and diversified monetization.
| 22 |
Competitive Advantage
Crisp’s competitive strengths include:
| 1. | Western First-Mover Advantage: Crisp is one of the first western media companies with a dedicated microdrama platform showing early commercial traction. |
| 2. | Genre-Diversified Content Strategy: Unlike many microdrama competitors that concentrate on romance content, Crisp develops and acquires content across a wide array of genres, including thriller, sci-fi, horror, comedy, animation, and documentary-style formats. |
| 3. | Scalable IP-Driven Model: Crisp designs content for repeatability and expansion—supporting multi-season arcs, sequels, merchandise, licensing, product placement, and brand integrations. |
| 4. | Global Production and Distribution Partnerships: The Company collaborates with studios, creators, and distributors across Asia, Europe, and North America, enabling cost-efficient production and rapid market scaling. |
| 5. | Multi-Revenue-Stream Monetization: A diversified revenue mix reduces dependence on any individual title, platform, or geography. |
Plan of Operations
Over the next 12 months, we expect to require approximately $2,000,000 in operating funds to carry out our intended plan of operations.
We are planning to obtain the funds necessary to execute our plan of operations from various capital raises, including potentially through private placements or our common stock or the issuance and sales of convertible notes, as well as potentially through a registration statement or an offering statement filed with the SEC.
There can be no assurance that we will be able to obtain the necessary funds for our foregoing operations on terms that are acceptable to us or at all, and there can be no assurance that our plan of operations can be executed as planned, or at all.
RESULTS OF OPERATIONS
Six Months Ended January 31, 2026 and 2025
Revenues
During the six months ended January 31, 2026 and 2025, we generated revenues of $3,474 and $126, respectively. The increase in revenue was a result of the Company’s ability to execute a change of operation and new business plans.
Operating Expenses
Operating expenses for the six months ended January 31, 2026 and 2025, were $7,113,484 and $280,967, respectively. The increase in expenses was due primarily to the stock-based compensation expense in relation to the warrants issued as well as increased operations in accordance with a change in operations.
Loss from Operations
Loss from operations for the six months ended January 31, 2026 and 2025, was $7,110,010 and $280,841, respectively. The increase in expenses was due primarily to the stock-based compensation expense in relation to the warrants issued as well as increased operations in accordance with a change in operations.
| 23 |
Other Expenses
Other income and expenses for the six months ended January 31, 2026 and 2025, netted income of $74,978 and expense of $54,308, respectively. The increase in other income and expenses was due primarily to the interest income on notes receivable during the period.
Net Loss
Net loss for the six months ended January 31, 2026 and 2025, was $7,035,032 and $335,149, respectively. The increase in expenses was due primarily to the stock-based compensation expense in relation to the warrants issued as well as increased operations in accordance with a change in operations.
Three Months Ended January 31, 2026 and 2025
Revenues
During the three months ended January 31, 2026 and 2025, we generated revenues of $492 and $87, respectively. The increase in revenue was a result of the Company’s ability to execute a change of operation and new business plans.
Operating Expenses
Operating expenses for the three months ended January 31, 2026 and 2025, were $6,063,505 and $259,253, respectively. The increase in expenses was due primarily to the stock-based compensation expense in relation to the warrants issued as well as increased operations in accordance with a change in operations.
Loss from Operations
Loss from operations for the three months ended January 31, 2026 and 2025, was $6,063,013 and $259,166, respectively. The increase in expenses was due primarily to the stock-based compensation expense in relation to the warrants issued as well as increased operations in accordance with a change in operations.
Other Expenses
Other income and expenses for the three months ended January 31, 2026 and 2025, netted income of $75,210 and expense of $22,730, respectively. The increase in other income and expenses was due primarily to the interest income on notes receivable during the period.
Net Loss
Net loss for the three months ended January 31, 2026 and 2025, was $5,987,803 and $281,896, respectively. The increase in expenses was due primarily to the stock-based compensation expense in relation to the warrants issued as well as increased operations in accordance with a change in operations.
There is significant uncertainty projecting future profitability due to our history of losses and lack of revenues. In our current state, we have no recurring or guaranteed source of revenues and cannot predict when, if ever, we will become profitable. There is significant uncertainty projecting future profitability due to our minimal operating history and lack of guaranteed ongoing revenue streams.
Liquidity and Capital Resources
As of January 31, 2026, we had $176,739 in cash, $0 in accounts receivable, and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Annual Report. To date, we have financed our operations through the issuance of stock and borrowings.
The following table sets forth a summary of our cash flows for the six months ended January 31, 2026 and 2025:
| Six Months Ended January 31, | ||||||||
| 2026 | 2025 | |||||||
| Net Cash used in operating activities | $ | (1,986,843 | ) | $ | (35,729 | ) | ||
| Net cash provided (used in) investing activities | (4,690,508 | ) | - | |||||
| Net cash provided by financing activities | 6,548,970 | 50,000 | ||||||
| Net increase (decrease) in cash | (128,381 | ) | 14,271 | |||||
| Cash, beginning of year | 305,120 | 4,770 | ||||||
| Cash, end of year | $ | 176,739 | $ | 19,041 | ||||
Since inception, we have financed our cash flow requirements through issuance of common stock and debt financing. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations. We anticipate obtaining additional financing to fund operations through additional common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.
We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our website, provide national and regional industry participants with an effective, efficient and accessible website on which to promote their products and services through the Internet, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business, results of operations or financial condition.
Off-Balance Sheet Arrangements
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 is material to investors.
| 24 |
Critical Accounting Policies and Estimates
Basis of Presentation
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of consolidated financial statements in conformity with GAAP requires 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) valid transactions are recorded; and (3) transactions are recorded in the proper period in a timely manner to produce consolidated financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires 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 the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements have been prepared in accordance with GAAP. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.
Business Combinations
The Company accounts for business combinations using the acquisition method in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, “Business Combinations,” which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition.
Cash and Cash Equivalents
The Company accounts for cash and cash equivalents under FASB ASC 305, “Cash and Cash Equivalents,” and considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
At January 31, 2026 and July 31, 2025, respectively, the Company did not have any cash equivalents.
The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. At January 31, 2026 and July 31, 2025, the Company did not experience any losses on cash balances in excess of FDIC insured limits.
Advertising and Promotion Costs
Advertising and promotion costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations.
For the six months ended January 31, 2026 and 2025, the Company expensed $478,446 and $745, respectively, in marketing and advertising costs.
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Revenue Recognition
The Company records transactions in accordance with ASU 2014-09, “Revenue from Contracts with Customers” and all subsequent amendments to the ASU (collectively, “ASC 606”). In accordance with ASC 606, revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Currently, all revenue streams contain a single performance obligation. There are no penalties for contract termination by either party.
The Company generates revenue from three main sources in its business, (1) collectibles, (2) sponsorship revenues and (3) IT services.
Collectibles
All payments are received from third-party payment processing providers. The Company receives payments from sales on its primary marketplace (Shopify site) as well as two other sources. Each of these sources of payment relate to the completion of a single performance obligation completed at a point in time, which occurs upon the transfer of a digital access pass and where no further performance obligations are required. At the point of sale, the Company grants all rights in the intellectual property to the customer.
Payments from customers (all paid in cash) are received as follows:
| ● | Shopify payouts from credit/debit cards transactions typically occur 2-3 days after date of sale; and | |
| ● | PayPal payments are received same day |
Shipping fees collected from customers for physical collectibles are included with revenues received from Shopify payouts. Prior to the product shipping, any amounts received in advance are accounted for as contract liabilities (deferred revenue).
The Company controls the collectibles via digital access pass prior to a sale and acts as the principal in these transactions.
For the six months ended January 31, 2026 and 2025, the Company recognized $492 and $126 of collectibles revenues respectively.
Sponsorships
The Company generates revenues from sponsorship arrangements, in which the customer sponsors an athlete, event or sports team. In exchange for the sponsorship, the customer receives specified brand recognition and other benefits over a set period of time and will recognize revenue on a straight-line basis over the time period specified in the contract. Related performance obligations for sponsorship arrangements are recognized ratably over this period of time.
The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included on the consolidated balance sheets as contract liabilities (deferred revenues). Contractually due, unpaid sponsorship revenue is included in accounts receivable on the consolidated balance sheets.
For the six months ended January 31, 2026 and 2025, the Company recognized $0 of sponsorship revenues.
IT Services
The Company generates revenue by providing IT services to customers. Revenue is recognized once the Company has performed the service and control is transferred to the customer.
At January 31, 2026 and 2025, the Company had contract liabilities of $0 and $0, respectively.
For the six months ended January 31, 2026 and 2025, the Company recognized $2,982 and $0 in service revenue, respectively.
Segment Reporting
Effective for the fiscal year ended July 31, 2025, the Company adopted the provisions of ASC 2023-07, “Segment Reporting” (Topic 280): Improvements to Reportable Segment Disclosures. Operating segments are components of an enterprise about which separate financial information is available and is evaluated regularly by management, namely the Chief Operating Decision Maker (“CODM”) of an organization, in order to determine operating and resource allocation decisions. By this definition, the Company has identified its Chief Executive Officer as the CODM. The CODM has determined the Company to have one operating segments.
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The Company has two operating segment – Services. The Services segment is comprised of providing IT services and the sale of products/collectibles to customers and had $0 of total assets at January 31, 2026 and July 31, 2025, respectively. Unallocated assets held at the corporate level totaled $3,805,150 and $305,120 at January 31, 2026 and July 31, 2025, respectively.
The Company chooses to disclose the following in its segment reporting requirements:
| Unallocated | ||||||||||||
| Corporate | Products/ | |||||||||||
| Overhead | Services | Collectibles | ||||||||||
| Segment Revenue | ||||||||||||
| Services | $ | - | $ | 2,982 | $ | - | ||||||
| Products/collectibles | - | - | 492 | |||||||||
| Total Segment Revenue | - | 2,982 | 492 | |||||||||
| Cost of Revenue | - | - | - | |||||||||
| Gross Profit | - | 2,982 | 492 | |||||||||
| Operating Expenses | ||||||||||||
| Stock-based compensation | 4,490,062 | - | - | |||||||||
| General and administrative | 2,623,422 | - | - | |||||||||
| Segment Operating Expenses | 7,113,484 | |||||||||||
| Segment Profit (Loss) | $ | (7,113,484 | ) | $ | 2,982 | $ | 492 | |||||
Financial Instruments
ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
| Level 1 - | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |
| Level 2 - | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |
| Level 3 - | Inputs that are both significant to the fair value measurement and unobservable. |
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Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.
The Company’s financial instruments, including cash, accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, notes payable and notes payable – related parties are carried at historical cost. At January 31, 2026 and July 31, 2025, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.
ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments.
Related Parties
The Company follows ASC 850-10, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) principal owners of the Company; c) management of the Company; d) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and e) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Leases
In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases (“ASC 840”). The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement, over the expected term on a straight-line basis. We determine if an arrangement is a lease at inception. The Company recognizes ROU assets and lease liabilities for leases with terms greater than 12 months or leases that contain a purchase option that is reasonably certain to be exercised. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the statement of operations. In addition, a lessor is required to classify leases as either sales-type, financing or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as financing. If the lessor does not convey risk and rewards or control, the lease is treated as operating. We determine if an arrangement is a lease, or contains a lease, at inception and record the lease in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.
Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data.
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We may have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and the lease component, if accounted for separately, would be classified as an operating lease.
We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.
Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.
Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations.
Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred.
Original Issue Discount/Debt Discount
For certain notes issued, the Company may provide the debt holder with an original issue discount or issue shares of common stock classified as a debt discount. These discounts reduce the face amount of the note and are amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations.
Debt Issue Cost
Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations.
Software Development Costs
Internal-use software development costs are accounted for in accordance with ASC 350-40, “Internal-Use Software”. The costs incurred in the preliminary stages of development are expensed as research and development costs as incurred.
Once an application has reached the development stage, internal and external costs incurred to develop internal-use software are capitalized and amortized on a straight-line basis over the estimated useful life of the software (typically three to five years).
Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful life of the software.
The Company reviews the carrying value for impairment whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Amortization expense related to capitalized internal-use software development costs will be included in cost of goods sold in the statements of operations.
For the six months ended January 31, 2026 and 2025, the Company expensed $0 and $4,604, respectively, in software development costs.
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Loss Contingencies
From time to time the Company may be subject to various legal proceedings and claims that arise in the ordinary course of business. On at least a quarterly basis, consistent with ASC 450-20-50-1C, if the Company determines that there is a reasonable possibility that a material loss may have been incurred, or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will record it in its accounts and as a liability on the consolidated balance sheet.
Goodwill and Impairment
In financial reporting, goodwill is not amortized but is tested for impairment annually (each July 31) or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level.
The Company uses qualitative factors according to ASC 350-20-35-3 to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount.
There were no goodwill impairment losses recorded during the six months ended January 31, 2026 and 2025, respectively.
Property and Equipment
Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets.
Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations.
Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
There were no impairments recorded during the six months ended January 31, 2026 and 2025.
Intangible Assets
Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Indefinite-lived intangible assets are reviewed for impairment annually. The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
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Six Months Ended January 31, 2026
During the six months ended January 31, 2026, the Company capitalized $390,508 in development of certain media and technology platforms for delivery of the media for future use. Also during the six months ended January 31, 2026, the Company acquired an application in lieu of the continued development of the platforms and therefore, the $390,508 was fully impaired as of January 31, 2026.
Six Months Ended January 31, 2025
There was no capitalization of or impairment losses of intangible assets recorded during the six months ended January 31, 2025.
Long-lived Assets
Long-lived assets such as fixed assets and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.
Stock-Based Compensation
FASB ASC 718 “Compensation – Stock Compensation,” prescribes accounting and reporting standards using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.
When determining fair value of stock options, the Company considers the following assumptions in the Black-Scholes model:
| ● | Exercise price | |
| ● | Expected dividends | |
| ● | Expected volatility | |
| ● | Risk-free interest rate; and | |
| ● | Expected life of option |
Stock Warrants
In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards.
The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a binomial pricing model.
Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants (for services) are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period.
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Earnings (loss) per share
Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted income (loss) per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and upon the conversion of notes. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. For the six months ended January 31, 2026 and 2025, the Company had the following potentially dilutive equity securities:
| January 31, 2026 | January 31, 2025 | |||||||
| Series A, convertible stock (1 to 1,000 into common stock) | - | 58,415,000 | ||||||
| Stock options (exercise prices $0.12 to $0.70 per share) | 2,342,539 | 2,342,539 | ||||||
| Warrants (exercise price $0.0079 to $1/share) | 206,763,875 | 1,425,000 | ||||||
| Total common stock equivalents | 209,106,414 | 62,182,539 | ||||||
Recently Issued Accounting Pronouncements
We have reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. We recently adopted and retroactively applied ASU 2023-07, “Segment Reporting.”
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, the Company is not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Principal Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2025. Based upon their evaluation, our Chief Executive Officer and Principal Financial Officer concluded that, as of January 31, 2026, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Management’s Report on Internal Controls over Financial Reporting
Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of January 31, 2026. Our management’s evaluation of our internal control over financial reporting was based on the 2013 framework in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that as of January 31, 2026, our internal control over financial reporting was not effective.
The ineffectiveness of our internal control over financial reporting was due to material weaknesses that we identified in our internal control over financial reporting, including a lack of formal documentation of controls and processes, a lack of segregation of duties, and a lack of formal review process. A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We expect to address the material weakness by hiring additional qualified members of management. Management believes that the material weaknesses set forth above did not have an effect on our Company’s financial results.
Changes in Internal Control over Financial Reporting
During the six months ended January 31, 2026, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are involved in various claims and legal actions arising in the ordinary course of business. To the knowledge of our management, there are no legal proceedings currently pending against us which we believe would have a material effect on our business, financial position or results of operations and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened.
ITEM 1A. RISK FACTORS
As a smaller reporting company, the Company is not required to provide the information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the six months ended January 31, 2026, the Company issued unregistered equity securities as follows:
The Company sold and issued 1,000,000 shares at $0.006/share for a total price of $6,000,000 to related party. The Company received $2,999,985 on the issuance date and issued a note in the amount of $3,000,000 at 6% interest. As of October 31, 2025, the Company received an additional $2,760,000 on the receivable and received the remaining $240,015 and accrued interest on the note in November 2025 satisfying the full $6,000,000 sale of stock.
The above securities issuances were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Regulation D and Section 4(a)(2), as applicable under the Securities Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
(a) None.
(b) There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors since we last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K promulgated under the Exchange Act.
(c)
During the quarter ended January 31, 2026, no director or officer of the Company
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ITEM 6. EXHIBITS
| Exhibit No. | Description | |
| 31.1* | Certification of Chief Executive Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Principal Financial Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Certification by the Chief Executive Officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS* | Inline XBRL Instance Document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Document. | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| Crisp Momentum Inc. | ||
| Date: May 15, 2026 | By: | /s/ Renger Van den Heuvel |
| Renger Van den Heuvel | ||
| Chief Executive Officer (principal executive officer, principal financial officer and principal accounting officer) | ||
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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Renger van den Heuvel, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the six months ended January 31, 2026 of Crisp Momentum Inc.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: May 15, 2026 | ||
| By: | /s/ Renger van den Heuvel | |
| Renger van den Heuvel | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Exhibit 31.2
CERTIFICATIONS
I, Renger van den Heuvel, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the six months ended January 31, 2026 of Crisp Momentum Inc.; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: May 15, 2026 | ||
| By: | /s/ Renger van den Heuvel | |
| Renger van den Heuvel | ||
| Chief Executive Officer | ||
| (Principal Executive Officer and Acting Principal Financial Officer) | ||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Crisp Momentum Inc. (the “Company”) on Form 10-Q for the six months ended January 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Renger van den Heuvel, Chief Executive Officer of the Company, certify to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: May 15, 2026 | ||
| By: | /s/ Renger van den Heuvel | |
| Renger van den Heuvel | ||
| Chief Executive Officer | ||
| (Principal Executive Officer and Acting Principal Financial Officer) | ||