RTEZ 10-K
REST EZ Inc. (RTEZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
or
For the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) |
(Address of Principal Executive Offices)
(Issuer’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
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 ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐
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 Act).
Yes ☐
The aggregate market value of the registrant’s common stock held by non-affiliates on March 31, 2026, the last business day of the registrant’s most recently completed fourth quarter, was $
As of March 31, 2026, there were
TABLE OF CONTENTS
i
PART I
Item 1. Description of Business.
The Company was incorporated in the State of Wyoming on October 17, 2016. Rest EZ, Inc. markets a sleeping aid soft gel capsule to be sold to the public through wholesalers and retailers, as well as online at www.RestEz.net. The Rest EZ Sleep Aid Supplement soft gel capsule is a liquid gel capsule containing soybean oil, Melatonin, gelatin, glycerin, L-glutamic Acid, yellow beeswax, purified water, L-leucine, L-arginine and lecithin. It provides faster rates with up to 100% absorption by the body. The gels are manufactured by an unaffiliated outside provider, Sport Energy.
Beyond the general FDA requirement that every dietary supplement be labeled as such, either with the term “dietary supplement” or with a term that substitutes a description of the product’s dietary ingredient(s) for the word “dietary” (e.g., “herbal supplement” or “calcium supplement”), and the FDA’s safety monitoring responsibilities for dietary supplement firms once a dietary supplement is on the market, there are no additional FDA requirements specific to this product, and federal law does not require dietary supplements to be proven safe to FDA’s satisfaction before they are marketed.
Rest EZ, Inc. has commenced its full operations of having its Rest EZ Sleep Aid Supplement soft gel distributed nationwide through wholesalers and retailers, as well as online at www.RestEz.net. The Company does not manufacture its own soft gel capsule; this is outsourced to Sport Energy, an unaffiliated outside provider, who manufactures liquid gels. We plan during the next twelve months to increase our client base by aggressively marketing our product to generate: (1) wholesalers and expand our wholesale base; (2) sales on our website; and (3) sales through retail chain stores and word of mouth advertising.
Rest EZ Inc. Inc. has developed a plan to market its soft gel capsule to the public. Rest EZ, Inc. has wholesale distribution, retail, and online sales through our web site www.restez.net.
Overall Strategic Direction
Over the next twelve months, Rest EZ Inc. plans to establish its reputation in the soft gel capsule industry and network in the wholesale and retail markets, thereby attracting new customers. The Company plans to generate and/or obtain new clients through word of mouth, wholesale, retail and Internet. In the soft gel capsule business, as in most similar businesses, word of mouth advertisement is very effective. Once potential clients see our soft gel capsule at various retail or internet and/or community gatherings, the Company is confident that it will be able to attract and/or obtain new clients, based on favorable reception in the retail sector thus far.
The Company aims to form long-term working relationships with wholesalers and retailers throughout the nation.
Manufacturing and Packaging
Rest EZ, Inc. is not and will not be the manufacturer of the soft gel capsule it markets. The gels are manufactured and packaged by an unaffiliated outside provider, Sport Energy, with whom Rest EZ, Inc., has a verbal agreement. The terms of our verbal agreement are as follows: Rest EZ Inc. will provide a Purchase Order to Sport Energy for every manufacturing order; Sport Energy will then send an invoice payable in full prior to delivery of the product.
The capsules will be manufactured and packaged in bulk quantities for sale in anticipation of fulfillment of orders as placed by wholesalers/retailers and on our web site at www.restez.net.
Sales Strategy
The Company has established a strong sales approach: directing sales through Mr. Carson to wholesalers and retailers, along with our professional and easy to use web site. Our direct sales will be conducted by Mr. Carson. He will market the product to wholesalers nationally, to retail chain stores and worldwide distributors. The Company’s current marketing strategy consists of various Point of Sale materials to include advertising posters, flyers and magnetic strips with the Company’s name and product. In addition, sales will be done through referrals, distribution by wholesalers and online marketing.
Over the next twelve months, Rest EZ, Inc. plans to expand its reputation further, add wholesalers, retail chain stores, and increase sales to the public.
1
The Sleeping Aid Supplement Industry
Competition
There are numerous companies and individuals who are engaged in the sleeping aid supplement business, and such business is intensely competitive. We believe the highly specialized nature of our corporate focus utilizing the sleep aid combined with certain amino acids in a soft gel capsule enables us to be a better long-term partner for our clients than those organized as a traditional sleeping aid supplement company. Our research shows it is difficult to determine the correct way to manufacture this product in a true liquid gel form, as the ingredients tend to break down when mixed with water or any other liquid. Rest EZ, Inc. has found the right combination to make an easy-to-use sleep aid liquid gel capsule that enhances the benefits of taking the Sleep Aid.
The Company believes that by offering only its quality Sleep Aid soft gel capsule and superior service to its customers, we will be able to generate more customers. Nevertheless, many of our competitors have significantly greater financial and other resources, as well as greater managerial capabilities, than we do and are therefore, in certain respects, in a better position than we are to provide soft gel capsules. We believe our ability to compete will depend upon many factors both within and outside our control, including, but not limited to pricing, the timing and market acceptance of soft gel caps, and services. We will face direct competition from several online, direct marketing, privately held companies.
Current Business Focus
The Company’s business focus is to market the Sleep Aid soft gel capsules at a reasonable price to the largest percentage of the target market population as possible. The Company believes that the ability to deliver a quality product that few other companies and/or individuals produce is the main factor in generating a customer base and fostering repeat customers.
Advantages of Competitors over us
Many of our existing and potential competitors, which will include online Sleep Aid supplements businesses are focusing more closely on internet-based sales, these companies have longer operating histories, significantly greater financial, technical and marketing resources, greater name recognition and a larger installed customer base than we will. Furthermore, there is the risk that larger financial companies which offer internet and direct sales may decide to use extremely low pricing rates in the Sleep Aid supplement market to acquire and accumulate customer accounts and additional self-space at stores. We do not plan to offer extremely low pricing; therefore, such pricing techniques, should they become common in our industry, could have a material, adverse effect on our results of operations, financial condition and business model.
Generally, competitors may be able to respond more quickly to new or emerging changes in customer requirements or to devote greater resources to the development, promotion and sale of their products and services than we will.
There can be no assurance that our potential competitors will not develop products and services comparable or superior to those that will be developed and offered by us or adapt more quickly than us to changing customer requirements, or that we will be able to timely and adequately complete the implementation, and appropriately maintain and enhance the operation, of our business model. Increased competition could result in price reductions, reduced margins, failure to obtain any significant market share, or loss of market share, any of which could materially adversely affect our business, financial condition and results of operations. There can be no assurance that we will be able to compete successfully against current or future competitors, or that competitive pressures faced by us will not have a material adverse effect on our business, financial condition and results of operations.
There can be no assurance that we will be able to compete against other Sleep Aid supplement businesses.
Customer Base
Rest EZ, Inc., does have an established customer base.
2
Competitive Advantages
Experienced Management
The Company believes that it has experienced management. Our sole Director and executive officer, Mr. Carson. The Company believes that the knowledge, relationships, reputation and successful track record of its management will help to build and maintain its client base.
High Quality Product
The Company believes that its ability to provide quality soft gel capsules is one of its key advantages. Through a quality product, the Company will develop a strong customer base, repeat customers and an elevated reputation.
Research and Development
The Company is not currently conducting any research and development activities. However, if research and development is required in the future, we intend to rely on third party service providers.
Additional Products
The Company does not intend to market any other products currently.
Employees
Dylan Carson, who is the sole Director, Chief Executive Officer, President, and Principal Executive Officer and Principal Financial Officer of Rest EZ, Inc. There are no other employees in the Company.
The Company plans to employ individuals on an as needed basis. The Company anticipates that it will need to hire additional employees as the business grows. In addition, the Company may expand the size of our Board of Directors in the future.
Mr. Carson does not receive a salary or benefits in any form. Presently the Company does not have any plans to begin paying salaries, cash or otherwise, or offering any form of benefits to our Board of Directors, Officer and employees.
Mr. Carson currently devotes approximately 28 hours per week to the affairs of the Company. Once the Company achieves more revenue Mr. Carson will devote 40 hours per week to the Company or more and draw a salary of $2,000 per month.
3
Item 1A. Risk Factors.
Investing in our common stock involves a high degree of risk. Before you invest in our common stock, you should carefully consider the following risks, as well as general economic and business risks, and all of the other information contained in this Report. Any of the following risks could harm our business, operating results and financial condition and cause the trading price of our common stock to decline, which would cause you to lose all or part of your investment. When determining whether to invest, you should also refer to the other information contained in this Report including our financial statements and the related notes thereto.
(A) RISKS RELATED TO OUR BUSINESS
Risks Related to Our Business
If the Company needs additional money and if money is raised through the sale of our securities, the issuance of those securities could result in dilution to our existing security holders. If we raise money through debt financing or bank loans, we may be required to secure the financing with some or all our business assets.
Side effects of the product.
-When taken by mouth in high doses, any sleeping aid is possibly unsafe. There is some concern that it could harm kidney, liver, or heart function. However, the connection between high doses and these negative effects has not been proven.
-Sleep Aid can also cause stomach pain, nausea, diarrhea, and muscle cramping if more than the recommended amount is taken.
-There is some concern that combining sleeping aids with caffeine and the herb ephedra (also called Ma Huang) might increase the chance of having serious side effects such as nausea, or stomach pain.
-There is concern that sleeping aids might cause irregular heartbeat in some people, but more information is needed to know if Sleep Aids can cause this problem.
It is not known how the side effects could impact our business. We suspect some potential users of the product may decide to forgo purchase of the product, but such people would not be within the target market of the product.
There are many inherent risks and difficulties in introducing a new product to the marketplace.
The Company has begun to market its product nationally, to wholesalers and retailers, and develop our brand name. However, we face many of the risks and difficulties inherent in introducing a new product. These risks include, but are not limited to, the ability to:
| ● | Increase awareness of our brand name; | |
| ● | Develop an effective business plan; | |
| ● | Meet customer standards; | |
| ● | Implement an advertising and marketing plan; | |
| ● | Attain customer loyalty; | |
| ● | Maintain current strategic relationships and develop new strategic relationships; | |
| ● | Respond effectively to competitive pressures; | |
| ● | Continue to develop and upgrade our product; and | |
| ● | Attract, retain and motivate qualified personnel. |
As of March 31, 2026, we had a working capital deficit of $14,400. The Company believes it will have enough capital to sustain business operations for 12 months without any additional capital needed. Mr. Carson has indicated he would be able to fund another $100,000 if the company needs further assistance, but there is always the possibility that the company will need additional sources of financing in the future, as a result, an investment.
We do not expect any foreseeable losses in the future due to additional ingredient costs or other related costs that may or may not arise.
4
We may not be able to build our brand awareness.
Development and awareness of our brand Rest EZ, Inc. will depend largely upon our success in creating a customer base and potential referral sources. To attract and retain customers and to promote and maintain our brand in response to competitive pressures, management plans to drastically increase the Company’s marketing and advertising budgets. If we are unable to economically promote or maintain our brand, then our business, results of operations, and financial condition could be harmed.
The Company’s current business operations rely heavily upon our key wholesalers, retailers, and sole officers, directors, and founders.
The Company is heavily dependent upon the key wholesalers, retailers and internet sales of Rest EZ, as well as the expertise and management of our Chief Executive Officer, President, and sole director. The Company’s future performance will depend upon the continued services of our CEO, the loss of which could seriously interrupt the Company’s business operations and negatively impact our ability to fulfill our business plan and carry out existing operations. The Company currently does not maintain key man life insurance on this individual. There can be no assurance that a suitable replacement could be found upon his retirement, resignation, inability to act on our behalf, or death. The Company has no plans of entering into an employment agreement with the CEO.
Our CEO currently devotes approximately 40 hours per week to the affairs of the Company. He will draw a salary of $2,000 per month, after the company is self-sufficient soon.
The company’s future growth may require recruitment of qualified employees.
In the event of our future growth in administration, marketing, and customer support functions, the Company may have to increase the depth and experience of the Company by adding new members. The Company’s future success will depend upon the active participation of its key officer.
Product sales were for several major customers.
Product sales and revenue were from purchases by several major customers. The Company’s dependence thus far, and if continued going forward, on several major customers presents a risk to investors regarding the Company’s viability should all customer stop making major purchases of the products we manufacture.
We may incur significant costs to be a public company to ensure compliance with U.S. corporate governance and accounting requirements, and we should be able to absorb such costs.
We may incur significant costs associated with our public Company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC. We expect all these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain directors and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
The lack of public company experience of the company’s sole officer and director could adversely impact our ability to comply with the reporting requirements of U.S. securities laws.
The Company’s sole officer and director has no public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. The Company’s sole officer and director has never had sole responsibility for managing a publicly traded Company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. The Company’s sole officer and director may experience regulatory compliance and reporting requirements, including establishing and maintaining internal controls over financial reporting, which are necessary to maintain its public Company status. Any such deficiencies, weaknesses or lack of compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may impact our ability to continue as a U.S. public Company.
5
The Company’s operating results may fluctuate due to factors which are not within its control.
The Company’s operating results are expected to fluctuate in the future based on a number of factors, many of which are not under its control. The Company’s operating expenses primarily include marketing and general administrative expenses that are relatively fixed in the short term. If our revenues are lower than we expect because demand for our product diminishes, or if we experience an increase in defaults among approved advertising applicants, or for any other reasons, we may not be able to quickly return to acceptable revenue levels.
Because of the unique nature of our business and the fact that there are no comparable past business models to rely on, future factors that may adversely affect our business are difficult to forecast. Any shortfall in the Company’s revenues would have a direct impact on our business. In addition, fluctuations in the Company’s quarterly results could adversely affect the market price of its common stock in a manner unrelated to its long-term operating performance.
(B) RISKS RELATED TO THE OWNERSHIP OF OUR SECURITIES.
We may never pay any dividends to shareholders.
The Company has never declared or paid any cash dividends or distributions on its capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion. Therefore, we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flow and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.
Our controlling security holder may take actions that conflict with your interests.
Mr. Carson beneficially owns approximately 60% of the Company’s capital stock with voting rights. In this case, Mr. Carson will be able to exercise control over all matters requiring stockholder approval, including the election of directors, amendment of the Company’s certificate of incorporation and approval of significant corporate transactions. He will also have significant control over the Company’s management and policies. The directors elected by our controlling security holder will be able to significantly influence decisions affecting our capital structure. This control may have the effect of delaying or preventing changes in control or changes in management, or in limiting the ability of our other security holders to approve transactions that they may deem to be in their best interest. For example, our controlling security holder will be able to control the sale or other disposition of our operating businesses and subsidiaries to another entity.
The offering price of the common stock was arbitrarily determined and therefore should not be used as an indicator of the future market price of the securities. Therefore, the offering price bears no relationship to our actual value and may make our shares difficult to sell.
Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $0.001 per share for the shares of common stock was arbitrarily determined. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The price bears no relationship to the book value, assets or earnings of our Company or any other recognized criteria of value. The price offered should not be regarded as an indicator of the future market price of the securities.
You may experience dilution of your ownership interest because of the future issuance of additional shares of our common stock.
In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 100,000,000 shares of common stock, par value $0.001 per share.
We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes.
6
Our common stock is on OTCIQ, which may be subject to restrictions on marketability.
Our shares of common stock are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000, or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. Consequently, the penny stock rules may make it difficult for you to resell any shares.
There is no assurance of a public market or that our common stock will ever trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.
There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCIQ, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 1C. Cybersecurity.
The Company’s cybersecurity risk management activities include basic safeguards intended to protect its business information, customer data, and website operations, including access controls, routine monitoring of systems, and the use of
The Company’s
Item 2. Properties.
The Company uses a corporate office located at: 8928 Black Pine Street West Jordan, Utah 84088. This facility is being provided to the Company free of charge by the Company’s CEO. The facility is provided free of charge until the company needs additional space to store inventory of over 100,000 bottles. The Company does not currently require storage space for inventory over 100,000 bottles. There are currently no proposed programs for renovations, improvements or developments of the facility currently in use.
Item 3. Legal Proceedings.
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business.
We are not currently a party in any legal proceeding or governmental regulatory proceeding nor are we currently aware of any pending or potential legal proceeding or governmental regulatory proceeding proposed to be initiated against us that would have a material adverse effect on us or our business.
Item 4. Mine Safety Disclosures.
Not applicable.
7
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Holders
As of March 31, 2026, 60,000,000 shares of our common stock were issued and outstanding and held by 82 holders of record.
Dividends
We have never declared or paid any cash dividend. We do not anticipate that we will declare or pay any dividends in the foreseeable future. Our current policy is to retain earnings, if any, to fund operations, and the development and growth of our business. Any future determination to pay cash dividends will be at the discretion of our Board and will be dependent upon our financial condition, operation results, capital requirements, applicable contractual restrictions, restrictions in our organizational documents, and any other factors that our Board deems relevant.
Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 6. Selected Financial Data.
Not applicable.
8
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statements
The following discussion should be read in conjunction with the consolidated financial statements and the related notes thereto, as well as all other related notes, and financial and operational references, appearing elsewhere in this document.
Certain information contained in this discussion and elsewhere in this report may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and is subject to the safe harbor created by that act. The safe harbor created by the Private Securities Litigation Reform Act will not apply to certain “forward looking statements” because we issued “penny stock” (as defined in Section 3(a)(51) of the Securities Exchange Act of 1934 and Rule 3(a)(51-1) under the Exchange Act) during the three year period preceding the date(s) on which those forward looking statements were first made, except to the extent otherwise specifically provided by rule, regulation or order of the Securities and Exchange Commission. We caution readers that certain important factors may affect our actual results and could cause such results to differ materially from any forward-looking statements which may be deemed to have been made in this Report or which are otherwise made by or on our behalf. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may”, “will”, “expect”, “believe”, “explore”, “consider”, “anticipate”, “intend”, “could”, “estimate”, “plan”, “propose” or “continue” or the negative variations of those words or comparable terminology are intended to identify forward-looking statements. Factors that may affect our results include, but are not limited to, the risks and uncertainties associated with:
| ● | Our CEO Mr. Carson is able to raise any amount of necessary cash needed sustain anticipated operations and implement our business plan, | |
| ● | Our ability to implement our business plan, | |
| ● | Our ability to generate sufficient cash to pay our lenders and other creditors, | |
| ● | Our ability to employ and retain qualified management and employees, | |
| ● | Our dependence on the efforts and abilities of our current employees and executive officers, | |
| ● | Changes in government regulations that are applicable to our current or anticipated business, | |
| ● | Changes in the demand for our services and different food trends, | |
| ● | The degree and nature of our competition, | |
| ● | The lack of diversification of our business plan, | |
| ● | The general volatility of the capital markets and the establishment of a market for our shares, and | |
| ● | Disruption in the economic and financial conditions primarily from the impact of past terrorist attacks in the United States, threats of future attacks, police and military activities overseas and other disruptive worldwide political and economic events, health pandemics and environmental weather conditions. |
We are also subject to other risks detailed from time to time in our other filings with the SEC and elsewhere in this report. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.
9
Critical Accounting Policy and Estimates
Use of Estimates in the Preparation of Financial Statements
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates include certain assumptions related to doubtful accounts receivable, stock-based services, valuation of financial instruments, operating right of use assets and liabilities, and income taxes. On an on-going basis, we evaluate these estimates, including those related to revenue recognition and concentration of credit risk. We base our estimates on historical experience and on various other assumptions that are believed to be 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. Accounts subject to estimate and judgements are accounts receivable reserves, income taxes, intangible assets, contingent liabilities, and equity-based instruments. Actual results may differ from these estimates under different assumptions or conditions. We believe our estimates have not been materially inaccurate in past years, and our assumptions are not likely to change in the foreseeable future.
Fair Value of Financial Instruments
The Company measures its financial assets and liabilities in accordance with accounting principles generally accepted in the United States of America. The estimated fair values approximate their carrying value because of the short-term maturity of these instruments or the stated interest rates are indicative of market interest rates. These fair values have historically varied due to the market price of the Company’s stock at the date of valuation.
Income Taxes
The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized.
Background
We were incorporated in the State of Wyoming on October 17, 2016, under the name of Amazing Ventures, Inc. Our articles of incorporation were amended on February 12, 2018, to change our name to Rest EZ, Inc.
Rest EZ, Inc. is in full production with product distribution to wholesalers and retailers as well as being available online at www.RestEz.net. Rest EZ Inc. has one sleep liquid gel capsule (named Rest EZ Sleep Aid Supplement).
General Introduction
Rest EZ, Inc. is currently in full production with full product distribution to wholesalers and retailers as well as online at www.RestEz.net. Rest EZ Inc. has commenced its major operations by having one product, a liquid gel capsule named Rest EZ Sleep Aid Supplement, manufactured by an unaffiliated outside provider (Sport Energy) that manufactures liquid gels to various companies, but has not distributed this product to anyone except Rest EZ, Inc. The Company is presently marketing the Rest EZ Sleep Aid Supplement to wholesalers, retailers, and online at www.RestEz.net. Rest EZ, Inc. is considered a Full Production and Full Distribution stage company because it has commenced all major operations with outside wholesalers and retailers and has sold 33,235 bottles for $284,443 in total sales through March 31, 2026.
The product is a liquid gel capsule containing soybean oil, gelatin, valerian root, rosehips extract, purified water, yellow beeswax, L-Theanine, L-Threonine, lecithin, St. John’s Wort extract, lemon balm leaf extract, niacin and melatonin. The product is to be taken orally, preferably with water, at bedtime. Upon digestion the product is absorbed within the bloodstream, ultimately providing the user with an enhanced ability to sleep. One serving is two capsules per day. Intended customers are adults (persons over 18 years of age) who have trouble with sleeping.
Beyond the general FDA requirement that every dietary supplement be labeled as such, either with the term “dietary supplement” or with a term that substitutes a description of the product’s dietary ingredient(s) for the word “dietary” (e.g., “herbal supplement” or “calcium supplement”), and the FDA’s safety monitoring responsibilities for dietary supplement firms once a dietary supplement is on the market, there are no additional FDA requirements specific to this product, and federal law does not require dietary supplements to be proven safe to FDA’s satisfaction before they are marketed. Rest EZ Inc. has not sent the product to the FDA for approval because it is not required, and because it would be a lengthy and costly process to have this product FDA approved when not required.
10
The liquid gel capsules are manufactured by Sport Energy, who adheres to very strict guidelines placed upon them by all agencies with whom they work. Sport Energy indicated they may use other outside sources to produce our product but has verbally indicated that all their ingredients used in any consumable products are very closely monitored. The manufacturer is registered as a Good Manufacturing Practices (GMP) company with NSF’s Dietary Supplement Certification program and the Natural Products Association (NPA), a status they have held for many years. Manufacturing the capsules is complete, although manufacturing of the capsules will be ongoing as supply and demand dictates.
Rest EZ Inc. has nothing proprietary about their product. Currently, Rest EZ, Inc., has no intellectual properties in connection with the capsules. However, we believe our product is superior to that of the competition due to the product being in a soft gel form, avoiding substantial product breakdown before digestion as happens with many competitors’ products.
The competition for and difficulty in selling a sleeping aid supplement product may affect our ability to maintain profitable operations in the future. Companies that are engaged in this product market include large, established companies with substantial capabilities and long earnings records.
The Company has minimal revenue. Without additional capital, the Company will not be able to remain in business. These factors raise a substantial doubt about the Company’s ability to continue as a going concern. Company financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. Achievement of Rest EZ, Inc.’s business objective is basically dependent upon the judgment, skill and knowledge of the Company’s management. Mr. Carson is currently the Company’s sole executive officer and director. There can be no assurance that a suitable replacement could be found for our sole executive officer and director upon his retirement, resignation, inability to act on our behalf, or death. Should the Company be unable to raise additional financing it would be unable to remain in business.
Business Development
The Company was incorporated on October 17, 2016. The Company has passed through all stages of development to full operations from incorporation, and the Company is currently in full production and distribution to wholesalers and retailers as well as online at www.RestEz.net.
Initial Sales Strategy
We have established a very strong sales approach; our approach utilizes direct sales through Mr. Carson to our wholesalers and retailers as well as our company’s professional and easy to use web site. Our direct sales will be conducted by Mr. Carson He will market the product to wholesalers nationally, to retail chain stores and worldwide distributors. The Company’s current marketing strategy consists of various Point of Sale materials to include advertising posters, flyers and magnetic strips with the Company’s name and its product developed by Mr. Carson in the past several months. In addition, sales will be made with referrals, distribution by our wholesalers and online marketing at www.RestEz.net
Description of Property
The Company uses a corporate office located at: 8928 Black Pine Street West Jordan Utah 84088. Mr. Carsons inventory of over 100,000 bottles. Mr. Carson indicates he has enough room to store 100,000 bottles of Rest EZ product, so no additional room is needed at this time, or soon. There are currently no proposed programs for renovations, improvements or developments of the facility currently in use.
Results of Operations
During the year ended March 31, 2026, the Company generated a total sale of $0 with a cost of sales of $0; compared to sales of $0, with cost of sales of $0 during the year ended March 31, 2025. Selling, general and administrative costs were $14,700 and $7,900 for the years ended March 31, 2026, and 2025, respectively. During the year ended March 31, 2026, the Company recorded a provision for income taxes in the amount of $0 compared to $0 during the prior year. The company recorded a net loss of $14,700 during the year ending March 31, 2026, compared to net loss of $7,900 during the year ended March 31, 2025.
11
Liquidity and Capital Resources
For the year ended March 31, 2026, cash used in operating activities was $3,556, compared to cash used in operating activities of $44,705 for the year ended March 31, 2025. For the year ended March 31, 2026, cash provided by financing activities was $0. Cash provided by financing activities for the year ended March 31, 2025, was $45,005.
Plan of Operation
We have established a very strong sales approach; our approach utilizes direct sales through Mr. Carson to our wholesalers and retailers as well as our company’s professional and easy to use web site. Our direct sales will be conducted by Mr. Carson. He will market the product to wholesalers nationally, to retail chain stores and distributors worldwide. The Company’s current marketing strategy consists of various Point of Sale materials to include advertising posters, flyers and magnetic strips with the Company’s name and its product developed by Mr. Carson in the past several months. In addition, sales will be made with referrals, distribution by our wholesalers and online marketing at www.restez.net
Over the next twelve months, Rest EZ Inc. plans to build out its reputation further, and expand to additional wholesalers, retail chain stores, as well as expand sales to the public.
COVID-19 Update
To date, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our current lack of operations. The pandemic may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise. See Item 1A “Risk Factors” for more information. While vaccinations beginning in 2021 allowed for the partial reopening of the economy, the recent “Omicron” variant of the virus, as well as reduced efficacy of vaccines over time and the possibility that a large number of people decline to get vaccinated or receive booster shots, creates inherent uncertainty as to the potential future impact of the pandemic on our business, our industry and the economy in general.
Off-Balance Sheet Arrangements
We have 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 expenditure or capital resources that is material to investors.
Inflation
In the opinion of management, inflation has not had a material effect on the Company’s financial condition or results of its operations.
Going Concern Considerations
The accompanying financial states have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 regarding the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
12
Item 8. Financial Statements and Supplementary Data.
INDEX TO FINANCIAL STATEMENTS
| Page | ||
| Financial Statements | ||
| Report of Independent Registered Public Accounting Firm (PCAOB ID | F-2 | |
| Balance Sheets | F-3 | |
| Statements of Operations | F-4 | |
| Statements of Cash Flows | F-5 | |
| Statement of Changes in Stockholders’ Equity (Deficit) | F-6 | |
| Notes to Financial Statements | F-7 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors
Rest EZ Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Rest EZ Inc. (the “Company”) as of March 31, 2026, and 2025 and the related statements of operations, statement of cash flows and changes in stockholders’ equity, ended March 31, 2026, and 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026, and 2025 and the results of its operations and its cash flows for to the period ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Uncertainty
The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $347,664 and a negative cash flow from operations amounting to $14,700 for the period ended March 31, 2026. These factors as discussed in Note 3 of the financial statements raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
There is no Critical Audit Matters exist as of March 31, 2026
/s/
We have served as the Company’s auditor since 2023.
July 18, 2026
F-2
Rest EZ Inc.
BALANCE SHEETS
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts Receivable – Related Party | ||||||||
| Inventory | ||||||||
| Total Current Assets | ||||||||
| Total Assets | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | ||||||||
| Income taxes payable | ||||||||
| Loan from related party | ||||||||
| Total current liabilities | ||||||||
| Stockholders’ equity | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ( | ) | ||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See notes to consolidated financial statements.
F-3
Rest EZ Inc.
STATEMENTS OF OPERATIONS
| For the Year Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| General and administrative | ||||||||
| Impairment of vendor deposit | ||||||||
| Total operating expenses | ||||||||
| Net operating income (loss) | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest expense | ||||||||
| Total other expense | ||||||||
| Income (loss) before provision for income taxes | ||||||||
| Provision for income taxes | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Net income (loss) per share - basic | $ | $ | ||||||
| Net income (loss) per share - diluted | $ | $ | ||||||
| Weighted average shares outstanding - basic | ||||||||
| Weighted average shares outstanding - diluted | ||||||||
See notes to consolidated financial statements.
F-4
Rest EZ Inc.
STATEMENTS OF CASH FLOWS
| For the Year Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Income Tax Payable | ( | ) | ||||||
| Impairment of vendor deposit | ||||||||
| Changes in assets and liabilities: | ||||||||
| Accounts Receivable – Related Party | ||||||||
| Inventory | ||||||||
| Accounts payable | ( | ) | ||||||
| Due to related parties | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from contributed capital | ||||||||
| Opening Balance Equity | ||||||||
| Common Stock | ||||||||
| Additional Paid-in Capital | ||||||||
| Retained Earnings | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash and cash equivalents | ||||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| None. | ||||||||
See notes to consolidated financial statements.
F-5
Rest EZ Inc.
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
| Common Stock | Additional Paid-In | Accumulated | Total Stockholder’s Equity | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Adjustment | - | |||||||||||||||||||
| Net income (loss) for the year ended March 31, 2024 | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Adjustment | - | |||||||||||||||||||
| Net income (loss) for the year ended March 31, 2025 | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Adjustment | - | ( | ) | - | ||||||||||||||||
| Net income (loss) for the year ended March 31, 2026 | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See notes to consolidated financial statements.
F-6
Rest EZ Inc.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
MARCH 31, 2026 AND 2025
Note 1. General Organization and Business
Rest EZ, Inc. (the “Company”) was incorporated on October 17, 2016. The Company has passed through all stages of development to full operations from incorporation, at the present time the company is currently in full Production and Distribution to wholesalers and retailers as well as online at www.RestEz.net. Rest EZ Inc. has commenced its major operations of having one product a liquid gel capsule named Rest EZ Sleep Aid Supplement, manufactured by an unaffiliated outside provider (Sport Energy) that manufactures liquid gels to various Companies, but has not distributed this product to anyone except Rest EZ Inc.
The Company’s year-end is March 31.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements have been prepared in accordance with United States generally accepted accounting principles and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. All such adjustments are of a normal recurring nature.
Use of Estimates
The preparation of 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization.
FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) 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 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. |
The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. The Company had no items that required fair value measurement on a recurring basis.
F-7
Basic and Diluted Loss Per Share
Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted 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. On March 31, 2026, and 2025 there were dilutive securities excluded from the calculation of fully diluted loss per share because the effect would have been anti-dilutive.
Cash and Cash Equivalents
All cash is maintained with a major financial institution in the United States. Deposits with this bank may occasionally exceed the amount of insurance provided on such deposits. For the financial statements, cash includes cash in banks. Cash was $,
Concentrations of Credit Risk
Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and deposits on inventory. The Company places its cash in quality financial institutions; at times, such investments may be more than applicable government mandated insurance limit. During the year March 31, 2026, zero customers accounted for 100% of the Company’s total sales.
Stock-Based Compensation
As of March 31, 2026, the Company has not issued any stock-based payments to its employees.
Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Income Taxes
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 tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. deferred tax assets or liabilities were recognized as of March 31, 2026, or 2025.
Revenue Recognition
The Company recognizes revenue from product sales upon product delivery. All our products are shipped through a third-party fulfillment center to the customer, and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues. Deferred revenue recorded on the balance sheet represents payments received by the Company in advance of the product being delivered.
We adopted ASC Topic 606, “Revenue from Contracts with Customers”, and all related interpretations for recognition of our revenue. Under ASC 606, the Company recognizes revenue from the commercial sales of products by applying the following steps: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to each performance obligation in the contract; and (5) recognizing revenue when each performance obligation is satisfied.
Revenue for the year ended March 31, 2026, is $ as compared to $ revenue for the year ended March 31, 2025.
F-8
Inventories
Inventories are stated at the lower cost or net realizable value, using the first-in, first-out method. The Company reviews its inventory for obsolescence and any inventory identified as obsolete is reserved or written off. The Company’s determination of obsolescence is based on assumptions about the demand for its products, product expiration dates, estimated future sales, and management’s future plans.
Commitments and Contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. There are no known commitments or contingencies as of March 31, 2026, and 2025.
Recently Issued Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption.
There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on our consolidated financial position, results of operations or cash flows.
Note 3. Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the year ending March 31, 2026, the Company had a net loss of $
These factors raise a substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
Achievement of Rest EZ, Inc.’s business objective is basically dependent upon the judgment, skill and knowledge of the Company’s management. Mr. Carson is currently the Company’s sole executive officer and director. There can be no assurance that a suitable replacement could be found for our sole executive officer and director upon his retirement, resignation, inability to act on our behalf, or death.
Note 4. Deposits
The Company deposits funds with its supplier in advance of inventory purchases. During the year ended March 31, 2026, the Company has $ inventory as compared to the previous year March 31, 2025, the Company impaired the vendor deposit in the amount of $ on inventory. The inventory is in partial production; however, the manufacturer is waiting for an ingredient that has not been available and may not become available. The Company impaired the deposit amount because it is unsure whether the inventory will be received. Because the inventory is in partial production, the Company is unable to obtain a refund of the deposit amount. The amount of outstanding deposits at March 31, 2026, and 2025 were $
Note 5. Inventory
Inventory consists of one product, a liquid gel capsule named Rest EZ Sleep Aid Supplement, manufactured by an unaffiliated outside provider.
| March 31, 2026 | March 31, 2025 | |||||||
| Finished Goods Inventory | $ | $ | ||||||
F-9
Note 6. Loan from Related Party
As of March 31, 2026, Dylan Carson, the President and shareholder of the Company, had loaned the Company the amount of $
Note 7. Stockholders’ Equity
The Company has
On May 26, 2021, the Company filed Form S-1 with the Securities Exchange Commission to register the Company’s currently outstanding
Note 8. Income Taxes
There is current or deferred income tax expense or benefit for the period ended March 31, 2026, and 2025.
The Company accounts for income taxes under FASB ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.
The components of the income tax provision include:
| Year ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net income (loss) | ( | ) | ( | ) | ||||
| Effective tax rate | % | % | ||||||
| Tax at statutory rate | ( | ) | ( | ) | ||||
| Change in valuation allowance | ||||||||
| Provision for income tax | ||||||||
On March 31, 2026, and 2025, the Company had a net operating loss carryforward in the amount of $
Note 9. Related Party Transactions
The Company uses a corporate office located at: 8928 Black Pine Street West Jordan Utah 84088. This facility is being provided to the Company free of charge by the Company’s CEO.
See notes 6 and 7 for disclosure of additional related party transactions.
Note 10. Subsequent Events
The Company has evaluated events occurring after March 31, 2026, through the date these financial statements were issued and noted no items requiring disclosure.
F-10
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There have been no disagreements regarding accounting and financial disclosure matters with our independent certified public accountants.
Item 9A. Controls and Procedures.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-(f) under the Exchange Act. Our internal control over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our consolidated financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) 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 consolidated financial statements.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2026. In making this assessment, management used the criteria set forth in Internal Control Over Financial Reporting — Guidance for Smaller Public Companies issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Management previously identified a control deficiency regarding the integration of two acquisitions in 2018 and as a result management had previously concluded our internal control over financial reporting was ineffective at the reasonable assurance level. The material weakness with the Company’s internal control is the lack of segregation of duties due to the Company’s small size. As the Company grows, management will hire additional staff in order to address this weakness.
Evaluation of Disclosure Controls and Procedures.
Our principal executive officer and principal financial officer are responsible for establishing and maintaining our disclosure controls and procedures. Such officers have concluded (based upon their evaluation of these controls and procedures as of the end of the period covered by this report) that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in this report is accumulated and communicated to management, including our principal executive and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
Our principal executive officer and principal financial officer have also indicated that, upon evaluation, there were no changes in our internal control over financial reporting or other factors during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some people, by collusion of two or more people or by management overriding of the control. The design of any system of controls also is based in part upon 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. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the three-month period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
13
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
The following table sets forth the names and positions of our executive officers and directors for the period ending 03/31/26.
| Name | Age | Positions | ||
| Dylan Carson | 34 | Chief Executive Officer, President, and Director |
Dylan Carson, CEO, President, and sole director, founded Rest EZ, Inc. in 2016 as President and CEO, to provide his professional experience and expertise gained over the past 8 years, in the supplement industry. Mr. Carson is considered a professional in his field; he has been associated with some of the most recognized companies in the natural supplements industry involved in health and fitness.
Audit Committee
The Company does not presently have an Audit Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint an Audit Committee.
The Audit Committee will be empowered to make such examinations as are necessary to monitor the corporate financial reporting and the external audits of the Company, to provide to the Board of Directors (the “Board”) the results of its examinations and recommendations derived there from, to outline to the Board improvements made, or to be made, in internal control, to nominate independent auditors, and to provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require Board attention.
Compensation Committee
The Company does not presently have a Compensation Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a Compensation Committee.
The Compensation Committee will be authorized to review and make recommendations to the Board regarding all forms of compensation to be provided to the executive officers and directors of the Company, including stock compensation, and bonus compensation to all employees.
Independent Director
Our Board of Directors formerly and during the period of this reporting ending 03/31/26 consisted of only Dylan Carson. We are not a “listed company” under SEC rules and therefore are not required to have separate committees comprised of independent directors. We do not have independent directors currently.
Corporate Governance Committee
The Company does not presently have a Corporate Governance Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a Corporate Governance Committee.
The Corporate Governance Committee will be responsible for reviewing developments in corporate governance practices, evaluating the adequacy of our corporate governance practices and reporting and making recommendations to our Board of Directors concerning corporate governance matters.
Nominating Committee
The Company does not have a Nominating Committee and the full Board acts in such capacity.
14
Code of Ethics
Our Board has not adopted a Code of Ethics due to the Company’s size and lack of employees. As of the date of this Report, our sole director is also our Chief Executive Officer.
Delinquent Section 16(a) Reports
The Company does not have a class of equity securities registered pursuant to Section 12 of the Exchange Act; therefore, this Item is not applicable.
Item 11. Executive Compensation.
Executive Compensation
The following executive compensation disclosure reflects all compensation awarded to, earned by or paid to the executive officer below. The following table summarizes all compensation for the years ended March 31, 2026, and 2025.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary | Bonus | Total Compensation | ||||||||||
| Dylan Carson | 2026 | $ | - | $ | - | $ | - | |||||||
| Brandon Sosa, up through 03/31/2025 | 2025 | $ | - | $ | - | $ | - | |||||||
| CEO, President, CFO, and Secretary | 2024 | $ | - | $ | - | $ | - | |||||||
Compensation Of Directors
The Company’s sole Director does not currently receive compensation for his services as director, but we plan to reimburse him for expenses incurred in attending board meetings.
Stock Incentive Plan
At present, we do not have a stock incentive plan in place. We have not granted any options to the Company’s director and/or officer.
15
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information regarding beneficial ownership of the Company’s common stock as of March 31, 2026, by (i) each person who is known by the Company to own beneficially more than 5% of any classes of outstanding common stock, (ii) each director of the Company, (iii) each executive officer and (iv) all directors and executive officers of the Company as a group.
| Name of Beneficial Holder | Amount of Beneficial Ownership (1) | Percentage of Common Stock (1) | ||||||
| GLOBAL DISTRIBUTING INC | 17,462,967 | 29.105 | % | |||||
| Brandon Sosa | 15,012,000 | 25.02 | % | |||||
| Dylan Carson | 15,000,000 | 25.00 | % | |||||
| (1) | Applicable percentages are based on 60,000,000 shares of common stock outstanding as of March 31, 2026. The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, a person is considered a “beneficial owner” of a security if that person has or shares power to vote or direct the voting of such security or the power to dispose of such security. A person is also considered to be a beneficial owner of any securities of which the person has a right to acquire beneficial ownership within 60 days. We believe that everyone or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted in the footnotes to this table. |
| (2) | Mr. Carson is our Chief Executive Officer and sole director. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
During the years ended March 31, 2026, and 2025, the Company’s CEO contributed capital from the sale of stock and provided cash advances to the Company, for operations purposes. The Company uses a corporate office located at: 8928 Black Pine Street West Jordan Utah 84088. This facility is provided to the Company free of charge by the Company’s CEO.
Item 14. Principal Accountant Fees and Services.
DylanFloyd Accounting & Consulting served as our independent auditors for the fiscal year ending March 31, 2026.
The following table shows the fees paid or accrued for the audit and other services provided by our independent auditors for the years ended:
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Audit fees | $ | 17,000 | $ | 7,000 | ||||
| Tax fees | - | - | ||||||
| Review fees | - | - | ||||||
| Total fees paid or accrued to our principal accountant | $ | 17,000 | $ | 7,000 | ||||
16
PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a) Financial Statements
Our financial statements as set forth in the Index to Financial Statements attached hereto commencing on page F-1 are hereby incorporated by reference.
(b) Exhibits
The following exhibits are filed as part of this Annual Report.
| Exhibit No. | Description | |
| 3.1* | Articles of Incorporation | |
| 3.2* | Amended Articles of Incorporation for Name Change to Rest EZ | |
| 3.3* | Amended Articles of Incorporation for Name Change to Rest EZ, Inc. | |
| 3.4* | Bylaws | |
| 31.1 | Section 302 Certification | |
| 31.2 | Section 302 Certification | |
| 32.1 | Section 906 Certification | |
| 32.2 | Section 906 Certification | |
| 97.1 | Compensation Recovery (clawback) Policy | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Link base | |
| 101.DEF | Inline XBRL Taxonomy Extension Definitions Link base | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Link base | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Link base | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Previously filed with the Company’s Form S-1 filed with the Securities and Exchange Commission on May 26, 2021. |
Item 16. Form 10–K Summary.
None.
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| Rest EZ, Inc. | ||
| Date: August 27, 2026 | By: | /s/ Dylan Carson |
| Dylan Carson | ||
| President, Chief Executive Officer (Principal Executive Officer) | ||
| Date: August 27, 2026 | By: | /s/ Dylan Carson |
| Dylan Carson | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) |
18
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION
302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Dylan Carson-, Chief Executive Officer of Rest EZ, Inc., certify that:
| 1. | I have reviewed this annual report on Form 10-K of Rest EZ, Inc. for the year ended March 31, 2026; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, considering 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, present in all material respects the financial condition, results of operations and cash flows of the issuer 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 my supervision, to ensure that material information relating to the issuer, 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 my 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 issuer’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 issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the issuer’s independent registered public accounting firm and the audit committee of the issuer’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 issuer’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. |
| Date: August 27, 2026 | By: | /s/ Dylan Carson |
| Dylan Carson | ||
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION
302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Dylan Carson, the Chief Financial Officer of Rest EZ, Inc., certify that:
| 1. | I have reviewed this annual report on Form 10-K of Rest EZ, Inc. for the year ended March 31, 2026; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omits 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, present in all material respects the financial condition, results of operations and cash flows of the issuer 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 my supervision, to ensure that material information relating to the issuer, 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 my 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 issuer’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 issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the issuer’s independent registered public accounting firm and the audit committee of the issuer’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 issuer’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 issuer’s internal control over financial reporting. |
| Date: August 27, 2026 | By: | /s/ Dylan Carson |
| Dylan Carson | ||
| Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT
TO RULE 13a-14(b) OR
RULE 15d-14(b) and 18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Rest EZ, Inc. (the “Company”) on Form 10-K for the year ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dylan Carson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (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: August 27, 2026 | By: | /s/ Dylan Carson |
| Dylan Carson | ||
| President, Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT
TO RULE 13a-14(b) OR
RULE 15d-14(b) and 18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Rest EZ, Inc. (the “Company”) on Form 10-K for the year ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dylan Carson, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (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: August 27, 2026 | By: | /s/ Dylan Carson |
| Dylan Carson | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 97.1
REST EZ INC.
COMPENSATION RECOVERY (CLAWBACK) POLICY
Effective August 26, 2026
1. PURPOSE
The Board of Directors of Rest EZ Inc. (the “Company”) has adopted this Compensation Recovery Policy (the “Policy”) to provide for the recovery of certain erroneously awarded incentive-based compensation following an accounting restatement.
This Policy is intended to be interpreted consistently with Section 10D of the Securities Exchange Act of 1934, as amended, Rule 10D-1 promulgated thereunder, and other applicable federal securities laws and regulations.
2. COVERED EXECUTIVE OFFICERS
This Policy applies to the Company’s current and former executive officers, including its president, principal financial officer, principal accounting officer or controller, and other persons performing policy-making functions.
Recovery does not depend upon whether an executive officer caused, participated in, or had knowledge of the circumstances requiring an accounting restatement.
3. ACCOUNTING RESTATEMENT
If the Company is required to prepare an accounting restatement because of material noncompliance with a financial reporting requirement under applicable securities laws, the Company shall determine whether any executive officer received excess Incentive-Based Compensation based upon the erroneous financial results.
An accounting restatement includes correction of an error that was material to previously issued financial statements or that would result in a material misstatement if corrected, or left uncorrected, in the current period.
4. INCENTIVE-BASED COMPENSATION
“Incentive-Based Compensation” means compensation granted, earned, or vested wholly or partly upon attainment of a financial reporting measure, including measures based upon the Company’s financial statements, stock price, or total shareholder return.
5. RECOVERY
The Company shall, to the extent required by applicable law, recover Erroneously Awarded Compensation received by a covered executive officer during the three completed fiscal years immediately preceding the date the Company is required to prepare an accounting restatement.
“Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation received that exceeds the amount that would have been received based upon the restated financial results, calculated without regard to taxes paid.
For compensation based upon stock price or total shareholder return where the recoverable amount cannot be calculated directly from the restatement, the Company shall use a reasonable estimate of the effect of the restatement and maintain appropriate supporting documentation.
6. METHOD OF RECOVERY
The Board of Directors, or a committee designated by the Board, shall administer this Policy and determine the appropriate method of recovery.
Recovery may include repayment of cash, cancellation or forfeiture of awards, recovery of shares or proceeds, offset against amounts otherwise payable where legally permissible, or any other lawful means of recovery.
Recovery shall be pursued regardless of whether misconduct occurred, except where recovery is determined to be impracticable and an exception is permitted by applicable law.
7. NO INDEMNIFICATION
The Company shall not indemnify or reimburse any executive officer for compensation recovered under this Policy or, to the extent prohibited by applicable law, pay insurance premiums covering obligations arising under this Policy.
8. OTHER RECOVERY RIGHTS
This Policy is in addition to any other recovery, repayment, forfeiture, or recoupment rights available to the Company under applicable law, contract, compensation plan, or Company policy.
9. ADMINISTRATION AND AMENDMENT
The Board of Directors or its designated committee shall have authority to interpret and administer this Policy.
The Board may amend this Policy as necessary or appropriate to comply with applicable federal securities laws, SEC rules and regulations, or other requirements applicable to the Company.
10. EFFECTIVE DATE
This Policy is effective August 26, 2026, upon approval and adoption by the Board of Directors of Rest EZ Inc.