Elite Express Holding Inc.
For the period ended Feb 28, 2026. Filed Apr 13, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Feb 28, 2026 · Filed Apr 13, 2026
ETS$1.22-10.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-08-31; filed 2025-10-14.
0001104659-25-098929
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-02-28; filed 2026-04-13.
0001104659-26-042622
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 68 previous paragraphs and 80 current paragraphs.
32 unchanged; 11 reworded; 37 added; 24 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 19 previous and 25 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (37)
Current report
In support of these revenue trends, our daily operations typically involve handling a high volume of delivery stops and packages. Based on management estimates, average volumes during regular and peak periods are currently as follows:
Current report
For the three months ended February 28, 2026, our business operations demonstrated greater staff expertise and handled a higher volume of workload than in the same period last year, thereby driving revenue growth. On February 21, 2026, we renewed our agreement with FedEx. The new contract is valid until January 1, 2027. Under the new contract, the weekly service charge within the fixed fees has increased, while the fee standards for certain types of services under the activity-based model have decreased. This has resulted in varying degrees of increase and decrease across the components of our revenue.
Current report
For the three months ended February 28, 2026, total fixed revenue was $159,607, accounting for approximately 19.8% of total revenue. For the three months ended February 28, 2025, the fixed revenue totaled $152,794, accounting for approximately 22.0% of total revenue. The increase of $6,813, or 4.5% primarily due to the increase of weekly service charge standard under our updated service contract.
Current report
For the three months ended February 28, 2026, total activity-based revenue accounted for $621,336, or 77.1% of total revenue up from a revenue of $538,851, or 77.9% of total revenue in the same period of the prior year. This growth was primarily driven by an increase in the number of parcels we handled. In the first quarter of 2026, we delivered approximately 14% more parcels, which broadly mirrors the growth in our activity-based revenue.
Current report
For the three months ended February 28, 2026, our cost of revenue was $647,933, or 80.6% of total revenue, compared with $724,550, or 104.7%, for the three months ended February 28, 2025. This decrease was primarily due to lower maintenance and repair fees and depreciation costs, partially offset by increased cost of service arising from the rental of additional vehicles to fulfill our delivery volume obligations.
Current report
Gross Profit
Current report
For the three months ended February 28 2026, general and administrative expenses were $464,606, compared with $283,619 for the three months ended February 28 2025, representing an increase of $180,987, or 63.8%. The increase in administrative expenses was primarily due to higher management and staff remuneration following the Company’s listing, increased expenditure on various professional services and higher insurance costs as a result of becoming a listed company.
Current report
Interest income
Current report
Interest income was $198,737 for the three months ended February 28, 2026, compared with nil for the three months ended February 28, 2025. This increase in interest income was primarily attributable to interest earned on funds lent to unrelated third parties on a short-term basis to optimize the return on proceeds raised through our IPO, before allocating and utilizing those funds in accordance with the purposes set forth in the prospectus.
Current report
Income Tax Expense (Benefit)
Current report
Our income tax provision was $1,600, for the three months ended February 28, 2026. Our income tax benefit was $106,298 for the three months ended February 28, 2025. This increase in tax provision was mainly driven by increased taxable income.
Current report
In assessing our liquidity, we monitor and analyze our cash on hand, our ability to generate sufficient revenue, the collection of our accounts receivable, our ability to obtain additional financial support in the future, and our operating and capital expenditure commitments. As of February 28, 2026, we reported cash of $68,065 and working capital of $11,768,408, attributable primarily to our IPO completed in August 2025. Working capital as of February 28, 2026 is composed principally of $9,949,811 in loans receivable that mature in May 2026, with cash and other current assets comprising the remainder. Our near-term liquidity is therefore dependent primarily on the timely collection of the outstanding loan balances upon their maturity. Each loan is secured by an irrevocable personal unlimited joint and several liability guarantee provided by the shareholders or chief executive officers of the respective borrowing parties. We expect to collect substantially all outstanding loan principal upon maturity in May 2026 and intend to redeploy those proceeds in accordance with the intended uses set forth in our prospectus. As of the issuance date of this report, $150,000 of the outstanding balance has been received. In the period between the balance sheet date and the expected May 2026 loan maturities, we expect to fund ongoing operating requirements through a combination of cash on hand, operating revenues, and any advance repayments received from borrowers prior to maturity.
Current report
In August 2024, we sold 1,000,000 shares of Class A common stock at a price of $0.90 per share. The gross proceeds amounted to $0.9 million. All proceeds were received prior to November 30, 2024.
Current report
Net cash used in operations was $1,248,639 for the three months ended February 28, 2026, compared with net cash used in operations of $297,091 during the three months ended February 28, 2025. The increase in operating cash outflows was primarily attributable to the following factors: (i) a $770,211 increase in prepaid expenses and other current assets, primarily reflecting advance payments made for professional services (representing approximately $723,000 of the increase) and ongoing research and development service costs in connection with our market expansion and potential acquisition activities; (ii) a $228,049 decrease in other payables and current liabilities, primarily due to the settlement of accrued compensation and other operating obligations carried from the prior fiscal year; and (iii) $199,830 in interest income on our loans receivable portfolio that was accrued during the period but not yet received in cash.
Current report
Net cash provided by investing activities was $43,582 for the three months ended February 28, 2026, reflecting repayments received on short-term loans extended in the prior fiscal year. For the three months ended February 28, 2025, net cash from investing activities was nil.
Current report
Net cash provided by financing activities amounted to $295,000 for the three months ended February 28, 2025, consisting of a $300,000 capital contribution from a shareholder, offset by a $5,000 repayment made to a related party.
Current report
Off-Balance Sheet Arrangements
Current report
We did not have during the period presented, and we do not currently have, any off-balance sheet financing arrangements as defined under the rules and regulations of the SEC, or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Current report
We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our consolidated financial statements.
Current report
Uses of estimates
Current report
In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the allowance for credit losses of accounts receivables, useful lives of plant and equipment, the recoverability of long-lived assets, impairment of goodwill, and revenue recognition. Actual results could differ from those estimates.
Current report
Fair value of financial instruments
Current report
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of input used to measure fair value are as follows:
Current report
Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, prepaid expenses and other current assets, accounts payable, due to a related party, other payables and other current liabilities, approximate the fair value of the respective assets and liabilities as of February 28, 2026 and November 30, 2025, based upon the short-term nature of the assets and liabilities.
Current report
Business Combinations
Current report
Business combinations are accounted for using the acquisition method of accounting. Amounts paid for an acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition. The accounting for business combinations requires estimates and judgment in determining the fair value of assets acquired, liabilities assumed, and contingent consideration transferred, if any, regarding expectations of future cash flows of the acquired business, and the allocation of those cash flows to the identifiable intangible assets. The determination of fair value is based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If actual results differ from these estimates, the amounts recorded in the financial statements could result in a possible impairment of intangible assets and goodwill. Consideration transferred in a business acquisition is measured at the fair value as of the date of acquisition. Acquisition-related expenses are expensed when incurred.
Current report
Income Taxes
Current report
Income taxes are accounted for using the asset and liability method, as prescribed under ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases.
Current report
Prior to JAR Acquisition, as an S-Corporation, the Predecessor was not subject to federal corporate income taxation, and its taxable income, deductions, and credits were passed through to its stockholders. the Predecessor was subject to the California corporate franchise tax under RTC § 23802, which requires S-Corporations to pay the greater of a minimum tax of $800 or 1.5% of net taxable income derived from California sources. In accordance with ASC 740-10-15-4, deferred tax assets and liabilities were recognized for state-level temporary differences and net operating loss (“NOL”) carryforwards. Following the JAR Acquisition, the Predecessor became a wholly owned subsidiary of the Company, and a C-Corporation, and is subject to corporate income taxation under the Internal Revenue Code and applicable state tax laws.
Current report
ASC 740 requires a tax position to meet a recognition threshold before it is recognized in the financial statements. We assess uncertain tax positions based on management’s evaluation of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. This assessment includes consideration of any potential appeals or litigation processes based on the technical merits of the tax position. Because significant assumptions and judgments are involved in determining whether a tax benefit is more likely than not to be sustained, actual results may differ from estimates under different assumptions or conditions. We recognize interest and penalties related to unrecognized tax benefits as part of the income tax provision in the consolidated statements of income.
Current report
Impairment of Long-Lived Assets
Current report
We review long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If an impairment indicator is present, we evaluate recoverability by comparing the carrying amount of the asset group to the sum of the undiscounted expected future cash flows over the remaining useful life of the asset group. If the carrying amount exceeds the recoverable amount, an impairment loss is measured as the amount by which the carrying amount exceeds the fair value of the asset. We estimate fair value using the expected future cash flow discounted at a rate consistent with the risks associated with the recovery of the assets. Based on the above analysis, no impairment loss was recognized for three months ended February 28, 2026 and February 28, 2025.
Current report
Revenue recognition
Current report
ASC 606 establishes principles for reporting information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration it expects to receive in exchange for those goods or services as performance obligations are satisfied. ASC 606 applies a five-step model for revenue recognition, which requires the Company to: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
Current report
The Company is engaged in providing last-mile delivery services as an Independent Service Provider (ISP) for FedEx and provides logistics solutions primarily in the United States. The Company coordinates with FedEx for the transport of goods pursuant to FedEx’s instructions and the end-recipient’s designated destination (the end-recipient is FedEx’s customer, not the Company’s). Once the goods arrive at the end-recipient’s designated destination, the end-recipient acknowledges the delivery note—this confirmation serves as evidence of the Company’s completion of delivery services for FedEx, and the transfer of control of the service obligation to FedEx is deemed complete, marking the successful fulfillment of the logistics services for FedEx. The Company derives all revenue from both fixed service charges and activity-based charges under its ISP Agreement with FedEx. Performance obligations under the ISP Agreement include (i) weekly continuous service coverage for designated service areas (fixed weekly service charges), (ii) execution of delivery and pickup stops for FedEx (stop charges and e-commerce stop charges), (iii) handling and delivering packages for FedEx (package charges, including e-commerce and large package deliveries), and (iv) compliance with FedEx’s brand and branding requirements (apparel and vehicle branding fees).Revenue is recognized as follows:
Current report
Each service task assigned by FedEx (including stop execution and package delivery) is a distinct component of the overall performance obligations under the ISP Agreement; the aggregate of these tasks constitutes the single ongoing performance obligation of providing last-mile delivery services to FedEx as an ISP. The transaction price under the ISP Agreement is determined based on mutually negotiated fixed and variable charges (Negotiated Charges) between the Company and FedEx, documented in the ISP Agreement’s Schedule C and related attachments. The fixed component (weekly service charges) is set at the inception of the rate term; the variable component (activity-based charges) is tied to the actual volume of services completed (e.g., number of stops, packages handled) and includes fuel surcharges that adjust weekly based on market fuel prices. There are no rebates, returns, or other material variable consideration provisions outside of the agreed activity-based charges. As FedEx is the Company’s sole counterparty, there is no prepayment requirement from customers; the Company and FedEx settle service fees based on FedEx’s official confirmation of the actual completed service volume for each settlement period. Since the fixed and activity-based charges under the ISP Agreement are explicitly tied to separate, distinct performance obligations (continuous service coverage vs. per-unit activity execution), no allocation of the transaction price is required under ASC 606. For activity-based revenue, It is recognized at a point in time when control of the service (for FedEx) is transferred and the delivery is completed to the end-recipient’s designated destination, as evidenced by the end-recipient’s signature on the delivery note and subsequent verification by FedEx. Transit periods for individual delivery tasks typically do not exceed one month, and the Company and FedEx settle all service fees on a regular contractual basis. The Company has a contractual credit term with FedEx for service fee settlement, with standard payment terms of one week.
Current report
Revenue is presented on a gross basis, as the Company acts as the principal in the transaction with FedEx. This conclusion is based on the following considerations: i) the Company manages all aspects of the last-mile delivery process for FedEx and exercises full control over the delivery service before transferring the completed service to FedEx; ii) the Company has the contractual right to negotiate all fixed and activity-based charges (Negotiated Charges) with FedEx and bears the operational and market risks associated with service delivery (e.g., fluctuations in labor, fuel, and equipment costs); iii) The Company is primarily responsible for fulfilling the promise to provide delivery services in meeting FedEx’s service requirements and FedEx’s customer (end-recipient) delivery expectations, including resolving delivery-related complaints and assuming liability for service failures.
Removed paragraphs (24)
Previous report
ongoing investments in logistics technology are expected to strengthen our capacity to manage growing delivery volumes and position us for long-term success.
Previous report
ongoing improvements in operational execution, including optimized route allocation and enhanced workforce scheduling under the FedEx ISP framework.
Previous report
Activity-based revenue accounted for $477,705, or 75.4% of total revenue, during the three months ended August 31, 2025, compared with $414,445, or 70.2% of total revenue, for the same period in the prior year. This increase primarily attributable to our continued focus on operational throughput under the FedEx ISP structure, driven by higher E-Commerce Stop Charge and Per-Stop Fuel Surcharge rates, resulting in a $29,382, or 12.2%, increase in E-Commerce charges and a $22,231, or 46.8%, increase in fuel surcharges. In contrast, fixed revenue, including weekly service charges and branding-related revenue, declined from $175,797 to $155,644, a decrease of $20,153, or 11.5%, primarily due to a reduction in baseline weekly compensation from $164,709 to $146,221. Pursuant to our agreement with FedEx dated October 12, 2024, our weekly fixed service fees will remain unchanged from October 2024 through January 2026.
Previous report
Activity-based revenue accounted for $1,487,382, or 76.0% of total revenue, during the nine months ended August 31, 2025, compared with $1,289,864, or 71.1% of total revenue, for the same period in the prior year. This increase primarily reflected higher E-Commerce Stop Charge and Per-Stop Fuel Surcharge rates instituted by FedEx, which resulted in a $112,754, or 15.6%, increase in E-Commerce charges and a $59,010, or 38.4%, increase in fuel surcharges, as well as our continued emphasis on operational throughput under the FedEx ISP structure. Fixed revenue, including weekly service charges and branding-related revenue, declined by $57,117, or 10.9%, primarily due to reduced baseline compensation under our updated service contract.
Previous report
$52,738, or 10.7% during the nine-month period of 2025, respectively, were primarily attributable to the decrease in the baseline contractual rates under our updated ISP agreement with FedEx. Although the dollar amounts decreased, these fixed service charges continued to provide a stable recurring revenue base that provided some predictability in our operating model. Our weekly service charges are expected to remain stable through January 2026.
Previous report
For the three months ended August 31, 2025 (Successor), our cost of revenue was $627,048, or 98.9% of total revenue, compared with $620,164, or 105.0%, for the three months ended August 31, 2024 (Predecessor). Cost of revenue was nominally higher in the 2025 period versus the comparable 2024 period due primarily to higher labor costs, partially offset by lower fuel prices and maintenance and repair fees, but were sufficiently well controlled to generate a first time gross profit.
Previous report
For the nine months ended August 31, 2025 (Successor), our cost of revenue was $1,963,846, or 100.3% of total revenue, compared with $1,828,794, or 100.7%, for the nine months ended August 31, 2024 (Predecessor), representing an increase of $135,052, or 7.4%. This increase was mainly driven by higher labor and service costs.
Previous report
expense reflected higher deferred maintenance activities performed during the JAR post-acquisition period in the first fiscal quarter of 2025, partially offset by decreased daily maintenance expenditures in the second and third fiscal quarters of 2025.
Previous report
Gross Profit (Loss)
Previous report
For the three months ended August 31, 2025 (Successor), we recorded our first gross profit of $6,817, or 1.1% of total revenue, compared with a gross loss of $29,789, or (5.0)%, for the three months ended August 31, 2024 (Predecessor). The increase of $36,606 was primarily driven by increased revenue.
Previous report
For the three months ended August 31, 2025 (Successor), general and administrative expenses were $151,600, compared with $39,280 for the three months ended August 31, 2024 (Predecessor), representing an increase of $112,320, or 285.9%. The current period included $53,449 in legal and accounting fees, primarily for audit services, financial reporting, and regulatory compliance related to our successful IPO and subsequent status as a public company. We also recorded $76,853 in payroll expenses associated with personnel supporting corporate governance, internal controls, and administrative operations that were not incurred in the comparable Predecessor period. Other categories, such as systems support and general office expenses, remained stable relative to the current operational scope.
Previous report
For the nine months ended August 31, 2025 (Successor), general and administrative expenses were $576,981, compared with $108,299 for the nine months ended August 31, 2024 (Predecessor), representing an increase of $468,682, or 432.8%. The current period included $314,655 in legal and accounting fees, primarily for audit services, financial reporting, and regulatory compliance related to the JAR acquisition. We also recorded $228,542 in payroll expenses associated with personnel supporting corporate governance, internal
Previous report
controls, and administrative operations that were not incurred in the comparable Predecessor period. Other categories, such as systems support and general office expenses, remained stable relative to the current operational scope.
Previous report
Interest income (expense), net
Previous report
Interest income was $2,248 for the three and nine months ended August 31, 2025 (Successor), compared with an interest expense of $7,236 and $23,907, respectively, for the three and nine months ended August 31, 2024 (Predecessor). This improvement was primarily attributable to investing the proceeds from the IPO and that we assumed no debt obligations as part of the JAR acquisition and therefore incurred no interest expense.
Previous report
Other Income (expense), net
Previous report
Other income (expense), net for the three months ended August 31, 2025 (Successor) was nil and was insignificant for the three months ended August 31, 2024 (Predecessor). Other income, net for the nine months ended August 31, 2025 (Successor) was $21,285, compared with $2,964 for the nine months ended August 31, 2024 (Predecessor), Other income, net recorded in the nine months period of 2025 consisted mainly of net commission income during the effective periods of stock purchase agreements with two independent last-mile delivery service providers. On January 18, 2025, we entered into separate stock purchase agreements with two last-mile delivery service providers, Wandun Enterprise Inc (“Wandun”) and WJ Management Inc (“WJ”), along with all of their respective stockholders, to acquire the 100% equity interest in each company. The purchases became effective on February 7, 2025 and were terminated on March 28, 2025. The terminations were primarily driven by the fact that, following our assumption of operational control, the financial performance of the target businesses did not meet our expectations. The income we earned under these agreements during the time they were in force was recognized as other income.
Previous report
Income Tax Provision
Previous report
Our income tax provision was $43,346 for the three months ended August 31, 2025 (Successor), compared with an income tax provision of $0 for the three months ended August 31, 2024 (Predecessor) due to the tax provision adjustment in Q3 2025 related to nondeductible IPO-related costs.
Previous report
We recorded a tax benefit of $62,552, for the nine months ended August 31, 2025 (Successor), compared with a provision of $800 for the nine months ended August 31, 2024 (Predecessor). The realization of a tax benefit was mainly driven by the loss before income taxes we incurred during the nine months ended August 31, 2025 (Successor).
Previous report
Net cash used in operations was $640,210 for the nine months ended August 31, 2025 (Successor) compared with net cash provided by operations of $157,921 during the nine months ended August 31, 2024 (Predecessor). The change was primarily due to the increase in net loss, the reduction in our tax benefit as the result of incurring an income tax provision in the third fiscal quarter, and a reduction in accounts payable as we paid the remaining costs related to our IPO.
Previous report
Net cash used in investing activities was $79,908 for the nine months ended August 31, 2025 (Successor) due to the purchase of new electronic delivery vehicles.
Previous report
Net cash provided by financing activities of $14,103,098 for the nine months ended August 31, 2025 (Successor), was mainly contributed by the proceeds from our IPO.
Previous report
In February 2025, we obtained two separate $2.0 million revolving credit facilities from major stockholders providing an additional liquidity buffer of $4.0 million (see Note 12(f)). Borrowings under these facilities are repayable at the end of the 24-month term but may be extended for an additional 12 month term. As of August 31, 2025, we had not drawn under these revolving credit facilities.
Reworded paragraphs (11)
Previous wording
As of the date of this quarterly report, we employ approximately 31 full-time staff, including approximately 24 drivers. Our fleet consists of approximately 23 trucks and trailers. We provide exclusive pickup and delivery services within our designated service area, covering approximately 1,665.28 square miles. We utilize GroundCloud, a leading logistics software, during our course of business, for route optimization, driver management, and compliance monitoring. Additionally, we are actively expanding our investment in advanced technologies to enhance our scalability, automate our operations, and drive our data-driven decision-making. On an average day, we complete between 1,000 to 1,700 stops, facilitating the pickup and delivery of approximately 1,200 to 2,000 packages. During peak seasons, our daily stops rise to an estimated 2,000, allowing us to meet heightened demand with efficiency and reliability.
Current wording
As of the date of this report, we employ approximately 26 full-time staff, including approximately 20 drivers. Our fleet consists of approximately 23 trucks and trailers. We provide exclusive pickup and delivery services within our designated service area, covering approximately 1,665.28 square miles. We utilize GroundCloud, a leading logistics software, during our course of business, for route optimization, driver management, and compliance monitoring. Additionally, we are actively expanding our investment in advanced technologies to enhance our scalability, automate our operations, and drive our data-driven decision-making. On an average day, we complete between 1,100 to 1,700 stops, facilitating the pickup and delivery of approximately 1,800 to 2,500 packages. During peak seasons, our daily stops rise to an estimated 2,000, allowing us to meet heightened demand with efficiency and reliability.
Previous wording
Comparison of Results of Operations for the Three and Nine Months Periods ended August 31, 2025 (Successor) and August 31, 2024 (Predecessor):
Current wording
Comparison of Results of Operations for the Three Months ended February 28, 2026 and February 28, 2025:
Previous wording
For the three months ended August 31, 2025 (Successor), we generated total revenue of $633,865, representing an increase of $43,490, or 7.4%, compared with $590,375 for the three months ended August 31, 2024 (Predecessor). For the nine months ended August 31, 2025 (Successor), we generated total revenue of $1,956,258, representing an increase of $141,943, or 7.8%, compared with $1,814,315 for the nine months ended August 31, 2024 (Predecessor). These increases were primarily attributable to higher volume-based activity revenue, particularly from e-commerce deliveries, which offset the decline in fixed weekly service fees. This growth also reflects our
Current wording
For the three months ended February 28, 2026, we generated total revenue of $805,298, representing an increase of $113,155, or 16.3%, compared with $692,143 for the three months ended February 28, 2025. These increases were primarily attributable to higher volume-based activity revenue, particularly from e-commerce deliveries driven by an increasing population and the expansion of commercial activity in the areas we serve.
Previous wording
Among all revenue categories, e-commerce deliveries and weekly service charges remained the two largest contributors to our total revenue for both the three and nine months ended August 31, 2025 (Successor) and August 31, 2024 (Predecessor).
Current wording
Among all revenue categories, e-commerce deliveries and weekly service charges continued to be the two largest contributors to our total revenue for both three months ended February 28, 2026 and February 28, 2025.
Previous wording
The cost of revenue consists of labor, fuel, depreciation and amortization, service and maintenance related expenses. Each component of our cost of revenue impacted the overall cost structure during the three and nine months ended August 31, 2025 (Successor) and the three months and nine months ended August 31, 2024 (Predecessor), as discussed below:
Current wording
The cost of revenue consists of labor, fuel, depreciation and amortization, service and maintenance related expenses. Overall, our cost of main operations has been well managed compared to revenue growth, reflecting our continuously improving operational management capabilities. Each component of our cost of revenue impacted the overall cost structure during the three months ended February 28, 2026 and the three months ended February 28, 2025, as discussed below:
Previous wording
For the nine months ended August 31, 2025 (Successor), we recorded a gross loss of $7,588, or (0.3)% of total revenue, compared with a gross loss of $14,479, or (0.7)% of total revenue for the nine months ended August 31, 2024 (Predecessor). The increase of $6,891 was primarily driven by an increase in revenue.
Current wording
For the three months ended February 28, 2026, we recorded a gross profit of $157,365, or 19.4% of total revenue, compared with a gross loss of $32,407, or 4.7% of total revenue for the three months ended February 28, 2025. The increase of $189,772, or 585.6% was primarily driven by the increase in activity-based operations.
Previous wording
As a result of the above factors, for the three months ended August 31, 2025 (Successor), we reported a net loss of $185,881, compared with a net loss for the three months ended August 31, 2024 (Predecessor) of $76,526. For the nine months ended August 31, 2025 (Successor), we reported a net loss of $498,484, compared with a net loss for the nine months ended August 31, 2024 (Predecessor) of $144,521.
Current wording
As a result of the above factors, for the three months ended February 28, 2026, we reported a net loss of $110,104, compared with a net loss for the three months ended February 28, 2025 of $204,999.
Previous wording
We have incurred net losses and negative cash flows since inception. For the nine months ended August 31, 2025, we reported a net loss of $0.5 million and used $0.6 million of cash in operating activities. As of August 31, 2025, we had an accumulated deficit of $0.8 million. On August 20, 2025, we completed our initial public offering (“IPO”) resulting in net proceeds of approximately $13.7 million, after deducting underwriting discounts and commissions and offering expenses payable by us. Management believes that the current cash, including the net proceeds from the IPO, will be sufficient to fund its operating and capital expenditure requirements in excess of the next 12 months from the issuance date of these financial statements.
Current wording
On August 20, 2025, we completed our IPO resulting in net proceeds of approximately $13.7 million, after deducting underwriting discounts and commissions and offering expenses payable by us.
Previous wording
Our future capital requirements will depend on many factors, including the rate of revenue growth, the timing and amount of cash received from customers, the expansion of sales and marketing activities, the timing and cost of new service efforts, and the success of its efforts to expand business with its current client and to acquire additional businesses. We may require additional equity or debt financing to fund its future operations. There can be no assurance that such financing will be available on acceptable terms, or at all. If we are unable to raise additional capital when needed, it could be forced to delay, reduce, or eliminate its research and development programs or future commercialization efforts, which could adversely affect its business prospects.
Current wording
Our future capital requirements will depend on many factors, including the rate of revenue growth, the timing and amount of cash received from customers, the expansion of sales and marketing activities, the timing and cost of new service efforts, and the success of its efforts to expand business with its current client and to acquire additional businesses. If additional resources are required, we may issue additional equity or debt securities. The sale of additional equity or equity-linked securities could result in further dilution to stockholders. Incurring additional debt would increase our debt service obligations and could impose operating and financial covenants that may limit our operations. Further, financing may not be available in amounts or on terms that are acceptable to us, or it may not be available at all.
Previous wording
Cash Flows for the Nine Months ended August 31, 2025(Successor) and August 31, 2024(Predecessor)
Current wording
Cash Flows for the Three Months ended February 28, 2026 and February 28, 2025
Previous wording
Net cash used in financing activities amounted to $165,878 for the nine months ended August 31, 2024 (Predecessor), mainly consisted of repayments of long-term borrowings of $176,335.
Current wording
Net cash used in financing activities amounted to $35,407 for the three months ended February 28, 2026, mainly attributable to repayments on premium financing.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
As of the date of this quarterly report, there have been no material changes to our critical accounting policies as discussed under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our registration statement on Form S-1 (File No. 333-286965), as amended, which was initially filed with the SEC on May 5, 2025 and declared effective by the SEC on August 20, 2025.