Elite Express Holding Inc 10-Q for FY2026 Q3

Elite Express Holding Inc. (ETS)

10-Q 2026-10-14 For: 2026-08-31

Added on October 14, 2026

About this 10-Q

Elite Express Holding Inc filed this 10-Q on October 14, 2026, covering the quarter ended August 31, 2026 (FY2026 Q3).

Elite Express Holding Inc. reported nine-month revenue of $2,298,549, up 17.5%, and gross profit of $334,161 versus a $7,588 loss, but net loss widened to $3,403,184 from $498,484. Cash was $3,003,589. AI summary

Headline figures

Quarter ended August 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $766.42K; up 20.9% from $633.87K a year earlier
Net loss: $760.14K; compared with a net loss of $185.88K a year earlier
Diluted EPS: -$0.02; compared with -$0.01 a year earlier

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Delaware		99-2516128
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


Title of each Class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock		ETS		The Nasdaq Stock Market LLC


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒


		Page
Part I	Financial Information	1

Item 1	Financial Statements (Unaudited)	1

	Condensed Consolidated Balance Sheets (Unaudited)	1

	Condensed Consolidated Statements of Operations (Unaudited)	2

	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows (Unaudited)	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3	Quantitative and Qualitative Disclosures about Market Risk	32

Item 4	Controls and Procedures	32

Part II	Other Information	34

Item 1	Legal Proceedings	34

Item 1A	Risk Factors	34

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3	Defaults Upon Senior Securities	36

Item 4	Mine Safety Disclosures	36

Item 5	Other Information	36

Item 6	Exhibits	36

Signatures		39


		As of August 31,			As of November 30,
		2026			2025
		(UNAUDITED)			(AUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	3,003,589		$	1,308,529
Accounts receivable			76,574			72,582
Loans receivable			11,549,811			9,999,811
Deferred offering cost			41,430			—
Prepaid D&O insurance			137,701			102,443
Prepaid expenses and other current assets			2,124,707			898,191
TOTAL CURRENT ASSETS			16,933,812			12,381,556
NON-CURRENT ASSETS:
Plant and equipment			124,943			167,008
Intangible assets			446,200			487,600
Goodwill			668,858			668,858
TOTAL ASSETS		$	18,173,813		$	13,705,022

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		$	32,130		$	20,918
Insurance premium financing payable			106,236			71,470
Tax payable			800			2,400
Other payables and other current liabilities			245,964			418,367
TOTAL CURRENT LIABILITIES			385,130			513,155
NONCURRENT LIABILITY:

TOTAL LIABILITIES			385,130			513,155

COMMITMENTS AND CONTINGENCIES			—			—

STOCKHOLDERS’ EQUITY
Common stock, $0.000001 par value, 1,000,000,000 shares authorized; 48,716,672 and 16,716,672 shares issued and outstanding as of August 31, 2026 and November 30, 2025, including: *
Class A common stock, $0.000001 par value - 900,000,000 shares authorized; 44,550,005 and 12,550,005 shares issued and outstanding as of August 31, 2026 and November 30, 2025			45			13
Class B common stock, $0.000001 par value - 100,000,000 shares authorized, 4,166,667 and 4,166,667 shares issued and outstanding as of August 31, 2026 and November 30, 2025			4			4
Additional paid-in capital			23,686,814			15,686,846
Accumulated deficit			(5,898,180)			(2,494,996)
TOTAL STOCKHOLDERS’ EQUITY			17,788,683			13,191,867

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	18,173,813		$	13,705,022



		For the Three Months Ended					For the Nine Months Ended
		August 31,					August 31,
		2026			2025		2026			2025

REVENUE		$	766,422		$	633,865	$	2,298,549		$	1,956,258

COST OF REVENUE
Cost of service			76,902			56,974		235,198			176,984
Cost of labor			357,790			347,945		1,088,724			1,085,885
Depreciation and amortization			30,272			64,332		80,544			188,668
Fuel			114,408			94,654		336,674			304,600
Maintenance and repairs			91,291			63,143		223,248			207,709
Total cost of revenue			670,663			627,048		1,964,388			1,963,846

GROSS PROFIT (LOSS)			95,759			6,817		334,161			(7,588)

OPERATING EXPENSES
R&D expenses			—			—		2,150,000			—
General and administrative expenses			1,017,024			151,600		2,187,702			576,981
Total operating expenses			1,017,024			151,600		4,337,702			576,981

LOSS FROM OPERATIONS			(921,265)			(144,783)		(4,003,541)			(584,569)

OTHER INCOME (EXPENSE)
Interest income, net			161,127			2,248		575,965			2,248
Other income, net			—			—		25,992			21,285
Total other income, net			161,127			2,248		601,957			23,533

LOSS BEFORE INCOME TAX BENEFIT			(760,138)			(142,535)		(3,401,584)			(561,036)

Income tax expense (benefit)			—			43,346		1,600			(62,552)

NET LOSS		$	(760,138)		$	(185,881)	$	(3,403,184)		$	(498,484)

Loss per common share - basic and diluted		$	(0.02)		$	(0.01)	$	(0.13)		$	(0.04)
Weighted average shares - basic and diluted*			47,325,368			13,288,411		26,994,044			13,041,947


		Common Stock*
		Class A					Class B					Additional						Total
		Common					Common					paid-in			Accumulated			Stockholders’
		stock		Amount			stock		Amount			capital			Deficit			Equity
Balance, November 30, 2024		8,750,005		$	9		4,166,667		$	4		$	1,684,988		$	(309,009)		$	1,375,992
Capital Contributions from a stockholder		—			—		—			—			300,000			—			300,000
Net loss for the period		—			—		—			—			—			(204,999)			(204,999)
Balance, February 28, 2025		8,750,005		$	9		4,166,667		$	4		$	1,984,988		$	(514,008)		$	1,470,993
Capital Contributions from a stockholder		—			—		—			—			180,000			—			180,000
Net loss for the period		—			—		—			—			—			(107,604)			(107,604)
Balance, May 31, 2025		8,750,005		$	9		4,166,667		$	4		$	2,164,988		$	(621,612)		$	1,543,389
Stock Issuance		3,800,000			4		—			—			—			—			4
Net Proceeds from IPO		—			—		—			—			13,717,936			—			13,717,936
Capital Contributions from a shareholder		—			—		—			—			150,000			—			150,000
Offset with Deferred listing cost		—			—		—			—			(346,078)			—			(346,078)
Net loss for the period		—			—		—			—			—			(185,881)			(185,881)
Balance, August 31, 2025		12,550,005		$	13		4,166,667		$	4		$	15,686,846		$	(807,493)		$	14,879,370


		Common Stock
		Class A			Class B			Additional				Total
		Common			Common			paid-in		Accumulated		Stockholders’
		stock	Amount		stock	Amount		capital		Deficit		Equity
Balance, November 30, 2025		12,550,005	$	13	4,166,667	$	4	$	15,686,846	$	(2,494,996)	$	13,191,867
Net loss for the period		—		—	—		—		—		(110,104)		(110,104)
Balance, February 28, 2026		12,550,005	$	13	4,166,667	$	4	$	15,686,846		(2,605,100)		13,081,763
Advances from Stock Issuance		—		—	—		—		8,000,000		—		8,000,000
Net loss for the period		—		—	—		—		—		(2,532,942)		(2,532,942)
Balance, May 31, 2026		12,550,005	$	13	4,166,667	$	4	$	23,686,846	$	(5,138,042)	$	18,548,821
Stock issuance through PIPE		32,000,000		32	—		—		(32)		—		—
Net loss for the period		—		—	—		—		—		(760,138)		(760,138)
Balance, August 31, 2026		44,550,005	$	45	4,166,667	$	4	$	23,686,814	$	(5,898,180)	$	17,788,683


		Date of		State of		% of
Name of Entity		Incorporation		Incorporation		Ownership		Principal Activities
Elite Express Holding Inc.		April 3, 2024		Delaware		Parent		Holding company
Subsidiary of the parent:
JAR Transportation Inc		May 27, 2020		California		100	%	Route business operator and provider of last-mile delivery services


Categories		Estimated useful life
Customer Relationship		10 years


Plant and equipment		295,912
Customer relationship		552,000
Deferred tax liabilities		(149,601)
Goodwill		668,858
Total purchase consideration	$	1,367,169


					Average
	As of August 31,		As of November 30,		Useful Life
	2026		2025		(in Years)
Customer relationship	$	552,000	$	552,000	8.08
Less: accumulated amortization		(105,800)		(64,400)
Total intangible assets	$	446,200	$	487,600


Lender		As of August 31, 2026			As of November 30, 2025			Interest rate
		(Unaudited)			(Audited)
First Insurance Funding		$	106,236		$	71,470		6.85	%
Total Insurance premium financing payable		$	106,236		$	71,470		—


		For the Three Months						For the Nine Months
		Ended August 31,						Ended August 31,
		2026				2025		2026			2025

		(Unaudited)				(Unaudited)		(Unaudited)			(Unaudited)
Current tax provision
Federal		$	—		$	—		$	—		$	—
State			—			800			1,600			1,600
			—			800			1,600			1,600
Deferred tax provision (benefit)
Federal			—			35,468			—			(37,524)
State			—			7,078			—			(26,628)
			—			42,546			—			(64,152)
Income tax provision (benefit)		$	—		$	43,346		$	1,600		$	(62,552)


Name		Relationship with the Company
Mr. Huan Liu		Chairman of the Board of Directors
Centurion Tech Holdings Limited		Stockholder
Eternal Blessing Holdings Limited		Stockholder
Grand Bright International Holdings Ltd		Stockholder


		For the Nine Months Ended
		August 31,
		2026			2025
Cash flows from operating activities:
Net loss		$	(3,403,184)		$	(498,484)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible assets			41,400			41,400
Depreciation of plant and equipment			39,144			147,268
Plant and equipment written off			9,340			—
Accrued interest income			(160,729)			—
Deferred tax (benefit)			—			(64,152)
Changes in operating assets and liabilities:
(Decrease) increase in accounts receivable			(3,992)			1,045
Increase in prepaid D&O insurance			(35,258)			(137,993)
(Decrease) increase in prepaid expenses and other current assets			(1,065,788)			50,495
(Decrease) increase in accounts payable			11,212			(1,845)
Decrease in other payables and other current liabilities			(172,403)			(177,944)
Decrease in taxes payable			(1,600)			—
Net cash used in operating activities			(4,741,858)			(640,210)
Cash flows from investing activities:
Purchase of property and equipment			(6,418)			(79,908)
Repayments of loan to unrelated third parties			350,000			—
Loans made to unrelated third parties			(1,900,000)			—
Net cash used in investing activities			(1,556,418)			(79,908)
Cash flows from financing activities:
Net Proceeds from offerings			8,000,000			13,717,940
Repayment for D&O insurance premium financing			—			(35,961)
Premium financed			141,897			142,197
Payment for deferred offering cost			(41,430)			(346,078)
Repayments made to a related party			—			(5,000)
Capital contributions from a shareholder			—			630,000
Repayment of insurance premium financing obligations			(107,131)			—
Net cash provided by financing activities			7,993,336			14,103,098

Net increase in cash			1,695,060			13,382,980
Cash, beginning of period			1,308,529			170,157
Cash, end of period		$	3,003,589		$	13,553,137

Supplemental cash flow information



		Lease Commitment
Within 1 year		$	5,091


		Incorporated by Reference (Unless Otherwise Indicated)
Exhibit Number	Exhibit Title	Form	File	Exhibit	Filing Date

3.1	Amended and Restated Certificate of Incorporation	S-1	333-286965	3.1	May 5, 2025

3.2	Amended and Restated Bylaws	S-1	333-286965	3.2	May 5, 2025

10.1	Director Offer Letter dated December 2, 2025 by and between Huanhuan Tian and the Company	8-K	001-42811	10.1	December 4, 2025

10.2	Indemnification Agreement dated December 2, 2025 by and between Huanhuan Tian and the Company	8-K	001-42811	10.2	December 4, 2025

10.3	Resignation Agreement dated December 15, 2025 by and between the Company and Robert Cook	8-K	001-42811	10.1	December 16, 2025

10.4	Form of Stock Purchase Agreement, dated as of March 10, 2026, by and between Elite Express Holding Inc. and certain purchasers.	8-K	001-42811	10.1	March 11, 2026

10.5	Employment Agreement, dated June 8, 2026, by and between Elite Express Holding Inc. and Ye Hua	8-K	001-42811	10.1	June 8, 2026

10.6	Indemnification Agreement, dated June 8, 2026, by and between Elite Express Holding Inc. and Ye Hua	8-K	001-42811	10.2	June 8, 2026

10.7	Software Development Agreement, dated July 10, 2026, by and between Elite Express Holding Inc. and Leyan Management Ltd.	10-Q	001-42811	10.7	July 14, 2026

10.8	Elite Express Holding Inc. 2026 Stock Incentive Plan	8-K	001-42811	10.1	September 8, 2026

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	Filed herewith

31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	Filed herewith

32.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—	—	—	Furnished herewith

32.2*	Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—	—	—	Furnished herewith

101.INS	Inline XBRL Instance Document	—	—	—	Filed herewith

101.SCH	Inline XBRL Taxonomy Extension Schema Document	—	—	—	Filed herewith


101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	—	—	—	Filed herewith

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	—	—	—	Filed herewith

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	—	—	—	Filed herewith

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	—	—	—	Filed herewith

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	—	—	—	Filed herewith



	Elite Express Holding Inc.

	By:	/s/ Yidan Chen
		Yidan Chen
		Chief Executive Officer, President and Director
		(Principal Executive Officer)

	Elite Express Holding Inc.

	By:	/s/ Ye Hua
		Ye Hua
		Chief Financial Officer
		(Principal Accounting Officer)

/s/ Yidan Chen
Yidan Chen
Chief Executive Officer, President and Director
(Principal Executive Officer)

/s/ Ye Hua
Ye Hua
Chief Financial Officer
(Principal Accounting and Financial Officer)