Alpha Digital Voltz Inc 10-Q for FY2027 Q1
Alpha Digital Voltz Inc. (LDXC)
About this 10-Q
Alpha Digital Voltz Inc filed this 10-Q on October 15, 2026, covering the quarter ended August 31, 2026 (FY2027 Q1).
Alpha Digital Voltz Inc. reported no revenue and a $368,547 net loss for the three months ended August 31, 2026, with no cash or other assets and $16,774 of current liabilities. Continuing operations require additional financing and support, and disclosure controls were ineffective. 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
- $0
- compared with $3107 a year earlier
- Net loss
- $368.55K
- compared with a net loss of $11.94K a year earlier
- Diluted EPS
- -$0.07
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from ________to_________
Commission file number
(Exact name of registrant as specified in its charter)
LONDAX CORP.
(Former Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (zip code)
(Registrant’s telephone number, including area code)
The Registrant does not have any securities registered pursuant to Section 12(b) of the Exchange Act.
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.)
☒
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None |
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
| Class | Outstanding at October 8, 2026 | |
| Common Stock, par value $0.001 | shares |
Documents incorporated by reference: None
TABLE OF CONTENTS
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about:
| · | our lack of significant revenues and history of losses, | |
| · | our ability to continue as a going concern, | |
| · | our ability to raise additional working capital as necessary, | |
| · | our ability to satisfy our obligations as they become due, | |
| · | the failure to successfully commercialize our product or sustain market acceptance, | |
| · | the reliance on third party agreements and relationships for development of our business, | |
| · | the control exercised by our management, | |
| · | the impact of government regulation on our business, | |
| · | our ability to effectively compete, | |
| · | the possible inability to effectively protect our intellectual property, | |
| · | the lack of a public market for our securities and the impact of the penny stock rules on trading in our common stock should a public market ever be established. |
You should read this report and the documents referred to herein with the understanding that our actual future results may differ materially from what we expect. We qualify all forward-looking statements by these cautionary statements, including the risk factors discussed in our Annual Report on Form 10-K for the year ended May 31, 2026 and in our other filings with the Securities and Exchange Commission. New risks and uncertainties may arise from time to time, and we cannot predict all such factors or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed or implied by forward-looking statements. Except as required by applicable federal securities laws, we undertake no obligation to publicly update or revise forward-looking statements. These forward-looking statements speak only as of the date of this report.
OTHER PERTINENT INFORMATION
Unless the context otherwise requires, references in this report to the “Company,” “we,” “our,” and “us” refer to Alpha Digital Voltz Inc., formerly known as Londax Corp.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Alpha Digital Voltz
Condensed Balance Sheets (Unaudited)
| August 31, 2026 | May 31, 2026 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid legal fees | ||||||||
| Total Current Assets | ||||||||
| Other Assets | ||||||||
| Fixed Assets, Net | ||||||||
| Mobile App, Net | ||||||||
| Software Development Costs, Net | ||||||||
| Website | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Deferred revenue | ||||||||
| Related party loans | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity: | ||||||||
| Common stock | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Equity | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
See notes to unaudited condensed consolidated financial statements.
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Alpha Digital Voltz
Condensed Statements of Operations (Unaudited)
Three Months Ended | Three Months Ended | |||||||
| Income: | ||||||||
| Net income | $ | |||||||
| Cost of goods sold | ||||||||
| Total Income | ||||||||
| General and Administrative Expenses: | ||||||||
| Amortization & depreciation | ||||||||
| General and administrative expenses | ||||||||
| Professional fees | ||||||||
| Total General and Administrative Expenses | ||||||||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other Expense: | ||||||||
| Other income/expenses | ||||||||
| Interest expense, net | ( | ) | ||||||
| Total Other Expense | ( | ) | ||||||
| Net Loss | $ | ( | ) | ( | ) | |||
| Basic and Diluted Loss Per Share | ) | ) | ||||||
| Basic and Diluted Weighted Average Number of Common Shares Outstanding | ||||||||
See notes to unaudited condensed consolidated financial statements.
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Alpha Digital Voltz
Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited)
For the Three Months Ended August 31, 2026 and 2025
| Common Stock Shares | Common Stock Amount | Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||
| Balance, May 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Cancellation of common stock | ( | ) | ( | ) | ||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance, August 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance, May 31, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Asset relinquishment and debt forgiveness | – | ( | ) | ( | ) | |||||||||||||||
| Shares issued for expense reimbursement | ||||||||||||||||||||
| S-8 shares for consultants | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance, August 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See notes to unaudited condensed consolidated financial statements.
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Alpha Digital Voltz
Condensed Statements of Cash Flows (Unaudited)
| Three Months Ended August 31, 2026 | Three Months Ended August 31, 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization and depreciation | ||||||||
| Project-in process | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Deferred income | ||||||||
| Related party debt | ||||||||
| Net cash used in operating activities | ( | ) | ||||||
| Cash Flows from Investing Activities: | ||||||||
| Net cash from investing activities | ||||||||
| Cash Flows from Financing Activities: | ||||||||
| Share issuance for debt - related party | ||||||||
| S-8 share issuance for services | ||||||||
| Net cash provided by (used in) financing activities | ||||||||
| Net increase (decrease) in cash | $ | $ | ||||||
| Cash and restricted cash at beginning of period | ||||||||
| Cash and restricted cash at end of period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid during year for: | ||||||||
| Interest | $ | $ | ||||||
| Income Taxes | $ | $ | ||||||
See notes to unaudited condensed consolidated financial statements.
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ALPHA DIGITAL VOLTZ INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Alpha Digital Voltz Inc. (formerly Londax Corp.) (the “Company,” “we,” “our,” or “us”) was incorporated in the State of Wyoming on May 19, 2023. Prior to the change in control described below, the Company provided software development and consulting services and maintained its principal offices in Cyprus.
Following the change in control, the Company is an AI infrastructure and energy company focused on developing next-generation data center campuses designed to support artificial intelligence, high-performance computing, cloud computing, and hyperscale workloads. The Company’s strategy brings together four critical components of digital infrastructure — power, land, connectivity, and capital — within a scalable public-company platform.
On July 13, 2026, Alpha Investment Inc. acquired control of the Company. In connection with the change in control, Jon S. Cummings IV became the Company’s Chief Executive Officer, Treasurer, Secretary, and sole director. The Company relocated its principal executive offices and the location of its books and records to 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 45202.
The Company’s telephone number is (513) 766-9313.
Effective July 22, 2026, the Wyoming Secretary of State accepted Articles of Amendment changing the Company’s legal name from Londax Corp. to Alpha Digital Voltz Inc.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. The Company has incurred recurring losses, had
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q. In the opinion of management, the financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended May 31, 2026. The results of operations for the three months ended August 31, 2026 are not necessarily indicative of results for future periods or the full fiscal year.
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Interim financial statements
The unaudited interim financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the applicable instructions to Form 10-Q and Regulation S-X. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The results of operations for an interim period are not necessarily indicative of results expected for a full fiscal year or any future period.
Development Stage Company
The Company is a development stage company as defined in Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company’s development stage activities.
The Company has elected to adopt application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the periods presented. Management evaluates estimates and assumptions on an ongoing basis, including those relating to the useful lives and recoverability of long-lived assets, valuation of deferred tax assets, and loss contingencies. Actual results may differ materially from those estimates.
Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid
investments with maturities of three months or less at the time of acquisition. As of August 31, 2026, the Company has
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Website, Mobile Application and Software Development Costs
The Company follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established. The Company capitalizes all eligible software costs incurred once technological feasibility is established. The Company amortizes these costs using the straight-line method over a period of , which is the remaining estimated economic life of the costs.
In connection with the July 2026 change in control,
former management retained the Company’s legacy prepaid expenses and intangible assets and assumed the related-party debt of $
Fair Value of Financial Instruments
ASC Topic 820, “Fair Value Measurement,” establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value based on the extent to which those inputs are observable in the market.
These tiers include:
| Level 1: | defined as observable inputs such as quoted prices in active markets; |
| Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
| Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The carrying amounts of the Company’s accounts payable and related-party payable approximate fair value because of their short-term nature.
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
As of August 31, 2026 and May 31, 2026, there were potentially dilutive debt or equity instruments issued or outstanding.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718, “Compensation—Stock Compensation.” The Company recognizes the fair value of equity instruments issued for services over the applicable service period or, when appropriate, upon issuance when the related services have been provided.
On July 23, 2026, the Company approved the 2026 Equity Incentive Plan covering up to shares of common stock. On August 25, 2026, the Company issued shares to consultants and contractors for services at a value of $1.00 per share and recorded $ of stock-based compensation expense.
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Income Taxes
The Company accounts for its income taxes in accordance with FASB Accounting Standards Codification (“ASC”) No. 740, "Income Taxes". Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
Accounting for Uncertainty in Income Taxes
The Company applies ASC Topic 740-10-25, “Income Taxes—Overall—Recognition,” in accounting for uncertainty in income tax positions. The guidance prescribes a recognition threshold and measurement attribute for tax positions taken or expected to be taken in a tax return and provides guidance regarding derecognition, classification, interest and penalties, interim-period accounting, disclosure, and transition. The Company has received no notice of audit from the Internal Revenue Service for any open tax year.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits.
Recently Issued and Adopted Accounting Pronouncements
Recent Accounting Pronouncements
In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The adoption of ASU 2023-07 has not had a material effect on the Company’s statements and disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the chief operating decision maker (“CODM”) in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one and segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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NOTE 4 - COMMITMENTS AND CONTINGENCIES
Prior to the change in control, office space was provided by former management without charge to the Company.
Following the change in control, the Company shares corporate office space with its parent, Alpha Investment Inc., without charge.
NOTE 5 – RELATED PARTY TRANSACTIONS
Advances and Share Issuance
During the quarter, Alpha Investment Inc. paid
$
On August 3, 2026, the Company issued restricted shares of common stock to Alpha Investment Inc. at par value of $ per share, applying $ of documented advances toward the share issuance.
Alpha Investment Inc. has continued to fund certain regulatory and compliance obligations on behalf of the Company while the Company establishes its own operating banking arrangements.
As of August 31, 2026 and May 31, 2026, the Company
had related-party payables of $
NOTE 6 – DEFERRED REVENUE
As of May 31, 2026, the Company had $
NOTE 7 – STOCKHOLDERS’ EQUITY
Common Stock
On August 3, 2026, the Company issued restricted shares of common stock to Alpha Investment Inc. at par value of $ per share in satisfaction of $ of documented advances made on behalf of the Company.
On July 23, 2026, the Company approved the 2026 Equity Incentive Plan
covering up to shares of common stock. On August 25, 2026, the Company issued shares under the plan to consultants and
contractors for services, valued at $1.00 per share, for aggregate stock-based compensation of $, of which $
As of August 31, 2026 and May 31, 2026, the Company had and shares of common stock issued and outstanding, respectively, with a par value of $0.001 per share.
NOTE 8 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no such events that warrant disclosure or recognition in the consolidated financial statements presented herein.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with the unaudited condensed financial statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q. In addition to historical financial information, this discussion contains forward-looking statements involving risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements.
Results of Operations
General
Alpha Digital Voltz Inc. is an AI infrastructure and energy company focused on developing next-generation data center campuses designed to support artificial intelligence, high-performance computing, cloud computing, and hyperscale workloads.
Our strategy brings together four critical components of digital infrastructure — power, land, connectivity, and capital — within a scalable public-company platform.
For the three months ended August 31, 2026, the Company generated no revenue and incurred a net loss of $368,547. For the three months ended August 31, 2025, the Company generated revenue of $3,107 and incurred a net loss of $11,943. The increase in the 2026 loss was primarily attributable to stock-based compensation and legal, regulatory, filing, and transfer-agent costs associated with the change in control and the Company’s ongoing reporting obligations.
The following table provides selected balance sheet data as of August 31, 2026 and May 31, 2026.
| Balance Sheet Data: | 8/31/2026 | 5/31/2026 | ||||||
| Cash | $ | 0 | $ | 0 | ||||
| Total assets | 0 | 44,347 | ||||||
| Current liabilities | 16,774 | 44,035 | ||||||
| Total liabilities | 16,774 | 44,035 | ||||||
| Stockholders’ equity (deficit) | $ | (16,774 | ) | $ | 312 | |||
Three Months Ended August 31, 2026 as compared to Three Months Ended August 31, 2025
For the three months ended August 31, 2026, the Company generated no revenue and incurred operating expenses of $368,547, compared with revenue of $3,107, operating expenses of $14,848, and other expense of $202 for the three months ended August 31, 2025.
Liquidity and Capital Resources
During the three months ended August 31, 2026, Alpha Investment Inc., the Company’s controlling shareholder, paid $18,573 of expenses and liabilities on behalf of the Company. On August 3, 2026, the Company issued 2,768,865 restricted shares of common stock to Alpha Investment Inc. in satisfaction of $2,768.87 of those documented advances. The remaining related-party payable was $15,804 as of August 31, 2026. In addition, the Company issued 350,000 shares to consultants and contractors for services under its 2026 Equity Incentive Plan and recorded $350,000 of stock-based compensation expense.
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As of August 31, 2026, the Company had no cash or other assets and had current liabilities of $16,774, consisting of $970 of accounts payable and $15,804 due to Alpha Investment Inc. As of May 31, 2026, the Company had no cash, total assets of $44,347, and total liabilities of $44,035.
The Company’s ability to continue its operations depends on obtaining additional financing and on continued support from related parties until it can establish sustainable operations and generate sufficient cash flow.
During the quarter, the Company issued 2,768,865 restricted shares of common stock to Alpha Investment Inc. in settlement of a portion of documented advances and issued 350,000 shares to consultants and contractors for services under the Company’s 2026 Equity Incentive Plan.
Cash Flows from Operating Activities
The Company had no cash balance at either May 31, 2026 or August 31, 2026. During the quarter, operating expenses and liabilities were funded through advances from Alpha Investment Inc. or accrued as liabilities, and the Company also issued equity for services. As a result, the Company had no net change in cash during the three months ended August 31, 2026.
The Company’s significant noncash transactions during the quarter included the issuance of common stock for consulting and contractor services and the issuance of common stock in settlement of a portion of related-party advances.
For the three months ended August 31, 2025, the Company reported a net increase in cash of $13,996, from $10,606 at May 31, 2025 to $24,602 at August 31, 2025.
Cash Flows from Investing Activities
The Company had no investing cash flows during the three months ended August 31, 2026.
Cash Flows from Financing Activities
The Company had no cash financing activity during the three months ended August 31, 2026. The issuance of 2,768,865 shares to Alpha Investment Inc. in settlement of $2,768.87 of advances and the issuance of 350,000 shares for services were noncash transactions.
For the three months ended August 31, 2025, the Company reported no cash flows from financing activities.
Critical Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported revenues and expenses. Management evaluates its estimates on an ongoing basis. Actual results may differ materially from those estimates.
Off-Balance Sheet Arrangements
There are no 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.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company, we are not required to include disclosure under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
As of August 31, 2026, our Chief Executive Officer, who also serves as our principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, and because of material weaknesses in our internal control over financial reporting, our Chief Executive Officer concluded that our disclosure controls and procedures were not effective as of August 31, 2026. Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
| · | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of our assets; | |
| · | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorization of our management and directors; and | |
| · | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Changes in Internal Control over Financial Reporting
During the quarter ended August 31, 2026, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS
We are not aware of any pending or threatened material legal or administrative proceedings involving the Company. We may from time to time become a party to legal or administrative proceedings arising in the ordinary course of business.
ITEM 1A. RISK FACTORS
Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended May 31, 2026. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On August 3, 2026, the Company issued 2,768,865 restricted shares of common stock to Alpha Investment Inc., its controlling shareholder, in satisfaction of $2,768.87 of documented advances previously made on behalf of the Company. No cash proceeds were received by the Company in connection with the issuance. The shares were not registered under the Securities Act of 1933.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our operations.
ITEM 5. OTHER INFORMATION
No director or Section 16 officer
ITEM 6. EXHIBITS
| Exhibit Number | Description | |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act* | |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act* | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 101.INS | XBRL Instance Document * | |
| 101.SCH | XBRL Taxonomy Extension Schema Document * | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document * | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document * | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document * | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document * |
* Filed herein
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ALPHA DIGITAL VOLTZ INC.
| /s/ Jon S. Cummings IV | Chief Executive Officer, Acting Chief Financial Officer and Director | October 15, 2026 | ||
| JON S. CUMMINGS IV | Principal Executive, Financial and Accounting Officer | Date |
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EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Jon S. Cummings IV, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2026 of Alpha Digital Voltz 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. | I am 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 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. | 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 controls. |
| Dated: October 15, 2026 | /s/ Jon S. Cummings IV | ||
| Jon S. Cummings IV | |||
|
Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF ACTING CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Jon S. Cummings IV, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2026 of Alpha Digital Voltz 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. | I am 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 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. | 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 controls. |
| Dated: October 15, 2026 | /s/ Jon S. Cummings IV | ||
| Jon S. Cummings IV | |||
|
Acting Chief Financial Officer (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 on Form 10-Q of Alpha Digital Voltz Inc. (the “Company”) for the fiscal quarter ended August 31, 2026 as filed with the Securities and Exchange Commission (the “Report”), I, Jon S. Cummings IV, Chief Executive Officer and Acting Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that 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.
This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
| Dated: October 15, 2026 | /s/ Jon S. Cummings IV | |
| Jon S. Cummings IV | ||
|
Chief Executive Officer and Acting Chief Financial Officer |