Zicix Corp 10-Q for FY2027 Q1

Zicix Corp (ZICX)

10-Q 2026-10-15 For: 2026-06-30

Added on October 15, 2026

About this 10-Q

Zicix Corp filed this 10-Q on October 15, 2026, covering the quarter ended June 30, 2026 (FY2027 Q1).

Zicix Corporation reported no revenue and a $653,617 net loss for the three months ended June 30, 2026 after Dubai operations ceased in March 2026. Bank accounts were suspended with no cash, raising substantial doubt about going concern. AI summary

Headline figures

Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0; compared with $300.87K a year earlier
Net loss: $653.62K; compared with a net loss of $189.58K a year earlier
Diluted EPS: -$0.05; compared with -$0.14 a year earlier

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nevada		74-2036525
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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

		Page

	PART I - FINANCIAL INFORMATION	10

Item 1.	Financial Statements	10

	Unaudited Condensed Consolidated Balance Sheets	10

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income	11

	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit	12

	Unaudited Condensed Consolidated Statements of Cash Flows	13

	Notes to Unaudited Condensed Consolidated Financial Statements	14

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	37

	PART II - OTHER INFORMATION	38

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3.	Defaults Upon Senior Securities	38

Item 4.	Mine Safety Disclosures	38

Item 5.	Other Information	38

Item 6.	Exhibits	39

	SIGNATURES	40

	·	Adverse changes in economic and political policies of the PRC government could have a material and adverse effect on overall economic growth in China and Hong Kong, which could materially and adversely affect our business. Please see “Risk Factors-We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in Hong Kong and the profitability of such business.” and “Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.” set forth in the Annual Report.

	·	We are a holding company with operations conducted through our wholly owned subsidiary based in Hong Kong. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong subsidiary and will be dependent upon contributions from our subsidiary to finance our cash flow needs. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct business. We do not anticipate paying dividends in the foreseeable future; you should not buy our stock if you expect dividends. Please see “*Risk Factors- Because our holding company structure creates restrictions on the payment of dividends, our ability to pay dividends is limited.* set forth in the Annual Report.

	·	There is a possibility that the PRC could prevent our cash maintained in Hong Kong from leaving or the PRC could restrict the deployment of the cash into our business or for the payment of dividends. We rely on dividends from our Hong Kong subsidiary for our cash and financing requirements, such as the funds necessary to service any debt we may incur. Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions to our shareholders. Please see “Risk Factors - Our Hong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our common stock.”; “Risk Factors - PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand business.”; “Risk Factors - Because our holding company structure creates restrictions on the payment of dividends or other cash payments, our ability to pay dividends or make other payments is limited.” and “Transfers of Cash to and from our Subsidiary” set forth in the Annual Report.

	·	PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our operating subsidiary in Hong Kong. Substantial uncertainties exist with respect to the interpretation of the PRC Foreign Investment Law and how it may impact *the* viability of our current corporate structure, corporate governance and business operations. Please see ’Risk Factors- PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand business.” set forth in the Annual Report.

	·	In light of China’s extension of its authority into Hong Kong, the Chinese government can change Hong Kong’s rules and regulations at any time with little to no advance notice, and can intervene and influence our operations and business activities in Hong Kong. We are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges. However, if our subsidiary or the holding company were required to obtain approval in the future, or we erroneously conclude that approvals were not required, or we were denied permission from Chinese authorities to operate or to list on U.S. exchanges, we will not be able to continue listing on a U.S. exchange and the value of our common stock would likely significantly decline or become worthless, which would materially affect the interest of the investors. There is a risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers, which could result in a material change in our operations and/or the value of our securities. Further, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers would likely significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Please see “Risk Factors- We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the Hong Kong and the profitability of such business.” and “Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in Hong Kong and accordingly on the results of our operations and financial condition.” and “The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in China-based issuers over time and if our PRC subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors.” set forth in the Annual Report.

	·	Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.

	·	We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers. Please see “Risk Factors- The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in China-based issuers over time and if our PRC subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors.” set forth in the Annual Report.

	·	Under the Enterprise Income Tax Law of the PRC (“EIT Law”), we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders. Please see “*Risk Factors- Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.*” set forth in the Annual Report.

	·	Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident Shareholders to personal liability, may limit our ability to acquire Hong Kong and PRC companies or to inject capital into our Hong Kong subsidiary, may limit the ability of our Hong Kong subsidiaries to distribute profits to us or may otherwise materially and adversely affect us.

	·	You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of shares of our common stock. Please see “*Risk Factors- Dividends payable to our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC.*” set forth in the Annual Report.

	·	We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies. Please see “*Risk Factors- We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.*” set forth in the Annual Report.

	·	We are organized under the laws of the State of Nevada as a holding company that conducts its business through a number of subsidiaries organized under the laws of foreign jurisdictions such as Hong Kong and the British Virgin Islands. This may have an adverse impact on the ability of U.S. investors to enforce a judgment obtained in U.S. Courts against these entities, bring actions in Hong Kong against us or our management or to effect service of process on the officers and directors managing the foreign subsidiaries. Please see “Risk Factors- It may be difficult for stockholders to enforce any judgment obtained in the United States against us, our officers or directors, which may limit the remedies otherwise available to our stockholders.” set forth in the Annual Report.

	·	U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China.

	·	There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits. Please see “*Risk Factors- Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations*.” set forth in the Annual Report.


	As of
	June 30, 2026			March 31, 2026
ASSETS	(Unaudited)
Current assets:
Rental deposit	$	89,237		$	89,187
Amount due from a related party		402,569			411,430
Prepayments and other current assets		6,873			6,869
Total current assets		498,679			507,486

Non-current assets:
Plant and equipment, net		–			80,019
Right-of-use assets, net		217,867			268,117
Total non-current assets		217,867			348,136

TOTAL ASSETS	$	716,546		$	855,622

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	406,731		$	406,502
Accrued liabilities and other payables		708,358			967,748
Accrued liabilities and other payables, related party		697,878			277,722
Amount due to a shareholder		238,421			238,286
Current portion of bonds payable		92,187			73,708
Current portion of convertible debts		1,041,318			1,040,734
Current portion of lease liabilities		214,622			228,929
Convertible promissory note payable		183,138			–
Total current liabilities		3,582,653			3,233,629

Non-current liabilities:
Convertible promissory note payable		–			168,088
Bonds payable, net of current portion		–			18,427
Lease liabilities, net of current portion		18,670			55,240
Total non-current liabilities		18,670			241,755
TOTAL LIABILITIES		3,601,323			3,475,384

Commitments and contingencies					–

STOCKHOLDERS’ DEFICIT
Series A Preferred stock, par value $0.00001, 400,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively		–			–
Common stock, par value $0.00001, 27,600,000,000 shares authorized, 12,715,111 shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively		128			128
Shares to be issued, par value $0.00001, 29,304 and 0 shares to be issued as of June 30, 2026 and March 31, 2026, respectively		57			–
Additional paid-in capital		3,466,704			3,076,761
Accumulated other comprehensive income		4,203			5,601
Accumulated deficit		(6,355,869	)		(5,702,252	)
Stockholders’ deficit		(2,884,777	)		(2,619,762	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	716,546		$	855,622


	Three Months ended June 30,
	2026			2025
Revenues, net	$	–		$	300,869

Cost of revenues		–			(5,601	)

Gross profit		–			295,268

Operating expenses:
General and administrative expenses		(522,109	)		(273,987	)
Total operating expenses		(522,109	)		(273,987	)

(Loss) income from operations		(522,109	)		21,281

Other income (expense):
Interest expenses on bonds payable, convertible debts and promissory note		(46,183	)		(109,266	)
Interest on lease liabilities		(5,342	)		(9,295	)
Written-off of plant and equipment		(79,983	)		–
Change in fair value of convertible debts and promissory note		–			(103,137	)
Sundry income		–			10,835
Total other expenses, net		(131,508	)		(210,863	)

LOSS BEFORE INCOME TAXES		(653,617	)		(189,582	)

Income tax expense		–			–
NET LOSS		(653,617	)		(189,582	)

Other comprehensive loss:
Foreign currency adjustment loss		(1,398	)		(11,470	)
Comprehensive loss	$	(655,015	)	$	(201,052	)

Basic and diluted loss per share:
Basic	$	(0.05	)	$	(0.14	)
Diluted	$	(0.05	)	$	(0.14	)

Weighted average common shares outstanding:
Basic		12,715,111			1,361,429
Diluted		12,715,111			1,361,429


																	Accumulated
	Series A Preferred stock				Common stock				Share to be issued						Additional		other						Total
	No. of				No. of				No. of						paid-in		comprehensive			Accumulated			stockholders’
	shares		Amount		shares		Amount		shares			Amount			capital		Income (loss)			deficit			deficit
Balance as of April 1, 2025		10,000	$	–		1,248,969	$	13		1,380,000		$	14		$	2,646,862	$	(3,898	)	$	(4,314,073	)	$	(1,671,082	)

Common stock issued for private placement		–		–		86,000		1		–			–			429,999		–			–			430,000
Common stock issued for private placement		–		–		1,380,000		14		(1,380,000	)		(14	)		–		–			–			–
Foreign currency translation adjustments		–		–		–		–		–			–			–		(11,470	)		–			(11,470	)
Fractional shares from reverse split		–		–		142		–		–			–			–		–			–			–
Net loss		–		–		–		–		–			–			–		–			(189,582	)		(189,582	)

Balance as of June 30, 2025		10,000	$	–		2,715,111	$	28		–		$	–		$	3,076,861	$	(15,368	)	$	(4,503,655	)	$	(1,442,134	)

Balance as of April 1, 2026		–	$	–		12,715,111	$	128		–		$	–		$	3,076,761	$	5,601		$	(5,702,252	)	$	(2,619,762	)

Common stock to be issued under private placement		–		–		–		–		5,652,174			57			389,943		–			–			390,000
Foreign currency translation adjustments		–		–		–		–		–			–			–		(1,398	)		–			(1,398	)
Net loss		–		–		–		–		–			–			–		–			(653,617	)		(653,617	)

Balance as of June 30, 2026		–	$	–		12,715,111	$	128		5,652,174		$	57		$	3,466,704	$	4,203		$	(6,355,869	)	$	(2,884,777	)

Schedule of description of subsidiaries
Name	Background		Ownership

Aisling Network Group Limited (“ANGL”)	·	British Virgin Islands (“BVI”) company	100% owned
	·	Incorporated on September 23, 2025	by the Company
	·	Issued and outstanding 50,000 ordinary shares at US$1 par value
	·	Investment holding

ASN Zone One Limited (“ASN”)	·	Hong Kong company	100% owned by the
	·	Incorporated on August 11, 2014	ANGL
	·	Issued and outstanding 10,000 ordinary shares for HK$10,000
	·	Provision of trading LED carriage boxes, air cargo pallets and components

Schedule of translation rate
	June 30, 2026		June 30, 2025
Period-end HKD:US$ exchange rate		7.8343		7.8497
Annualized average HKD:US$ exchange rate		7.8422		7.8040

·	identify the contract(s) with a customer;
·	identify the performance obligations in the contract;
·	determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer;
·	allocate the transaction price to performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.; and
·	recognize revenue as the performance obligation is satisfied

Schedule of disaggregated by revenue
		For three months ended June 30,
Type of revenue sources	Time of recognition	2026		2025

Product sales	At a point in time	$	–	$	300,869

Level 1		Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

Level 2		Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

Level 3		Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

Schedule of lease information
	As of
	June 30, 2026		March 31, 2026
Operating lease:
Right-of-use assets, net	$	217,867	$	268,117

Operating lease liabilities:
Current lease liabilities	$	214,622	$	228,929
Non-current lease liabilities		18,670		55,240

Total operating lease	$	233,292	$	284,169

Schedule of other supplemental information
	June 30, 2026		March 31, 2026
Weighted average discount rate		8%		8%
Weighted average remaining lease term		1.08		1.33

Schedule of future minimum lease payments
Period ending June 30,
2027	$	225,530
2028		18,794
Total minimum operating lease liabilities payment		244,324
Less: imputed interest		(11,032	)
Future minimum lease liabilities	$	233,292

Schedule of segment information
	Three Months Ended June 30,
	2026			2025

Revenues		–			300,869

Cost of revenue		–			(5,601	)

Gross profit		–			295,268

Total operating expenses		(522,109	)		(273,987	)

(Loss) income from operations		(522,109	)		21,281

Total other expenses, net		(131,508	)		(210,863	)

Loss from operations before income taxes		(653,617	)		(189,582	)
Income tax expense		–			–
Segment loss		(653,617	)		(189,582	)

Schedule of bonds payable
	As of
	June 30, 2026			March 31, 2026
Principal amounts of bonds payable	$	92,795		$	92,795
Less: unamortized discounts		(608	)		(660	)
Bonds payable, net		92,187			92,135

Representing:
Current portion		92,187			73,708
Non-current portion		–			18,427
Long term portion	$	92,187		$	92,135

Schedule of provision for income taxes
	Three Months Ended June 30,
	2026		2025

Current tax	$	–	$	–
Deferred tax		–		–

Income tax expenses	$	–	$	–

Schedule of reconciliation of income tax expense
	Three Months Ended June 30,
	2026						2025
	Amount			Percent			Amount			Percent
Computed “expected” tax expense		137,260			21.0%			39,812			21.0%
Effect of differential tax rate – subsidiaries (Note i)		(8,719	)		(1.3%	)		(6,987	)		(3.7%	)
Tax credits:
Income not subject to taxes		–			0.0%			–			0.0%
Expenses not subject to tax deduction		5,488			0.8%			28,671			15.1%
Changes in unrecognized tax benefits		(134,029	)		(20.5%	)		(61,496	)		(32.4%	)
Income tax expense		–			0.0%			–			0.0%

Schedule of deferred tax assets
	June 30, 2026			March 31, 2026

Net operating losses carryforwards	$	416,715		$	357,695
Less: allowance on deferred tax assets		(416,715	)		(357,695	)
Deferred tax assets, net	$	–		$	–


Name of related party	Relationship with the Company
Lo Yiu Kwok	Family member of the Company’s director and director of the Company’s subsidiary
Messis Global Limited	Controlled by the Company’s director

Schedule of related party balances
		As of
Name or related party	Nature	June 30, 2026		March 31, 2026

Lo Yiu Kwok	Amount due from a related party	$	402,569	$	411,430
Messis Global Limited	Accrued liabilities and other payable		697,878		277,722
Cosmos Links International Holding Ltd	Amount due to a shareholder	$	238,421	$	238,286


		Three Months ended June 30,
Name of related party	Nature	2026		2025

Messis Global Limited	Business advisory costs incurred by the Company	$	420,000	$	23,973
Messis Global Limited	Administrative service support fees received by the Company	$	–	$	10,973

Schedule of performance milestones
Annual revenue milestones (US$) during Performance Period	Number of shares issuable to the Seller

Equal or above $500,000 and less than $1,000,000		12,600
Equal or above $1,000,000 and less than $2,000,000		37,800
Equal or above $2,000,000		63,000

Annual revenue milestones (US$) during Performance Period	Number of shares issuable to the Seller

Equal or above $500,000 and less than $1,000,000		12,600
Equal or above $1,000,000 and less than $2,000,000		37,800
Equal or above $2,000,000		63,000

Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation (1)
3.2		Bylaws (1)
4.1		Specimen certificate evidencing shares of Common Stock (1)
4.2		Description of Securities (3)
10.1		Stock Purchase Agreement dated June 7, 2024, by and between The William A. Petty Living Trust and Lo Wai Lin (1)
10.2		Stock Purchase Agreement dated July 25, 2024, by and between Zicix Corporation, a Nevada corporation, Lo Yiu Kwok (“Seller”) and ASN Zone One Limited, a Hong Kong private limited company (1)
10.3		Framework Agreement for Regional Market Cooperation in the Middle East, Africa and Asia, dated November 7, 2024, between ASN Zone One Limited and Shenzhen Qianhai Hengyunlian Technology Co., Ltd. (1)
10.4		Tenancy Agreement, dated October 8, 2024, by and between Market Century Global Limited and ASN Zone One Limited (1)
10.5		Convertible Promissory Note dated September 16, 2024, in the Principal Amount of $200,000 in favor of Chen Rui Teng (2)
21		Subsidiaries (3)
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) *
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document *
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document *
101.SCH		Inline XBRL Taxonomy Extension Schema Document *
104		Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101).

*	Filed Herewith.

(1)	Incorporated by reference to the Exhibits to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 14, 2025.
(2)	Incorporated by reference to the Exhibits to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 20, 2026
(3)	Incorporated by reference to the Exhibits to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on October 15, 2026

	ZICIX CORPORATION


Date: October 15, 2026	By:	/s/ Edwin Li
		Name: Edwin Li
		Title: Chief Executive Officer