10-Q: Made in USA Inc. Pivots to Reshoring, Faces Going Concern Doubt

Made in USA Inc. reports a strategic pivot to U.S. manufacturing reshoring and supply chain authenticity, alongside significant financial challenges including a going concern doubt and ineffective disclosure controls.

Summary

• The company underwent a change in control on August 28, 2025, shifting its business focus from music identification software to reshoring industrial capacity to the United States, rebuilding U.S. manufacturing, and ensuring supply chain authenticity using blockchain, AI, and IoT technologies.
• Made in USA Inc. reported a net loss of $2,512 for the three months ended November 30, 2025, an increase from a net loss of $303 for the same period in 2024.
• For the nine months ended November 30, 2025, the net loss was $25,373, compared to $22,071 in the prior year.
• Sales for the three months ended November 30, 2025, decreased by 88% to $1,100, while sales for the nine months increased by 58% to $37,036, reflecting the business transition period.
• Cash reserves were $0 as of November 30, 2025, a decrease from $13,861 as of February 28, 2025.
• Total current liabilities significantly decreased from $111,064 as of February 28, 2025, to $622 as of November 30, 2025, primarily due to the repayment and conversion of a related-party loan.
• Shareholders' equity increased from $5,400 to $97,420, despite an accumulated deficit growing to $58,873.
• Management has identified substantial doubt about the company's ability to continue as a going concern due to limited revenues, incurred losses, and anticipated further losses.
• Disclosure controls and procedures were deemed not effective as of November 30, 2025.
• Dominick F. Maggio resigned as Chief Operating Officer on January 3, 2026.

Sentiment

Score: 2

Explanation: The company has undergone a significant strategic pivot into a potentially high-growth area (reshoring, blockchain, AI for supply chain). However, its current financial state is extremely precarious, with zero cash, increasing losses, and explicit going concern doubt. The ineffective disclosure controls add to the negative sentiment. While the new business direction is positive, the immediate financial health and operational controls are critical concerns.

Positives

• The company successfully reduced total current liabilities from $111,064 as of February 28, 2025, to $622 as of November 30, 2025.
• Shareholders' equity significantly increased from $5,400 to $97,420 during the nine months ended November 30, 2025, indicating a capital infusion.
• A former director, Rassul Sadukbayev, voluntarily cancelled 3,000,000 restricted shares without compensation on June 27, 2025, reducing outstanding shares and improving capital structure.
• Nine-month revenues increased by 58% to $37,036 compared to the prior year, reflecting activity in the pre-change-of-control business segment.
• Investment in intangible assets increased from $75,103 to $94,292, including the acquisition of an AI Mood Matching API Module for $24,000.

Negatives

• The company reported $0 cash reserves as of November 30, 2025, down from $13,861 as of February 28, 2025.
• Net loss for the three months ended November 30, 2025, increased to $2,512 from $303 in the prior year.
• Net loss for the nine months ended November 30, 2025, increased to $25,373 from $22,071 in the prior year.
• Sales for the three months ended November 30, 2025, decreased by 88% to $1,100, attributed to an overall decrease in business activity post-change of control.
• Accumulated deficit increased to $58,873 as of November 30, 2025, from $33,500 as of February 28, 2025.
• Net cash used in operating activities significantly increased to $34,842 for the nine months ended November 30, 2025, from $3,120 in the prior year.
• Management explicitly stated that available capital reserves are not sufficient for the company to remain operational.
• Disclosure controls and procedures were evaluated as not effective as of November 30, 2025.

Risks

• Substantial doubt exists about the company's ability to continue as a going concern due to limited revenues, incurred losses, and anticipated further losses.
• The company's ability to continue as a going concern is dependent upon generating profitable operations in the future and/or obtaining necessary financing (loans from directors and/or private placement of common stock).
• Risks inherent in establishing a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
• There is no assurance that future financing will be available on acceptable terms, which could prevent the company from continuing, developing, or expanding its operations.
• Equity financing, if pursued, could result in additional dilution to existing shareholders.
• Disclosure controls and procedures were not effective, posing a risk to the timely and accurate recording, processing, summarizing, and reporting of financial information.

Future Outlook

The company intends to specialize in the onshoring of industrial companies and is building a technology-based system leveraging blockchain, AI, and IoT. It has identified industry verticals for its first acquisitions and is negotiating initial transactions for 2026. Management plans to finance operating costs over the next twelve months with loans from directors and/or private placement of common stock.

Management Comments

• "We intend that such forward-looking statements be subject to the safe harbors for such statements."
• "We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made."
• "Any forward-looking statements represent managements best judgment as to what may occur in the future."
• "In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented."
• "Management intends to finance operating costs over the next twelve months with loans from directors and/or private placement of common stock."
• "The available capital reserves of the Company are not sufficient for the Company to remain operational."
• "There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated sufficient revenues."
• "We cannot guarantee we will be successful in our business operations."
• "We have no assurance that future financing will be available to us on acceptable terms."

Industry Context

Made in USA Inc.'s strategic pivot towards reshoring U.S. manufacturing and supply chain authenticity aligns with growing national and global trends emphasizing supply chain resilience, domestic production, and ethical sourcing. The integration of blockchain, AI, and IoT technologies positions the company to address increasing demands for transparency and validation in product origins, a critical factor in modern industrial and consumer markets. This move places the company in a nascent but strategically important sector, aiming to capitalize on governmental and consumer preferences for 'Made in USA' products and secure supply chains.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• No legal proceedings were pending or threatened against the company during the period from January 17, 2019 (Inception) to November 30, 2025.

Related Party Transactions

• A former director advanced $117,393 to cover operating expenses, which was fully repaid during the six months ended August 31, 2025.
• A small related party loan of $622 was made to pay outstanding payables, remaining as a balance as of November 30, 2025. This loan is non-interest bearing, due upon demand, and unsecured.
• Rassul Sadukbayev, a former director and owner of 5,000,000 restricted shares, voluntarily cancelled 3,000,000 of his restricted shares on June 27, 2025, without compensation or consideration.

Stakeholder Impact

• Shareholders: Significant dilution from new share issuances (from 6.695M to 17.96M shares). Potential for further dilution if equity financing is pursued. The going concern doubt poses a high risk to investment value.
• Employees: The strategic pivot and early stage of the new business may create uncertainty but also potential new opportunities if the reshoring initiative gains traction.
• Customers: For the old business, declining sales indicate reduced customer engagement. For the new business, potential customers (industrial companies) could benefit from the proposed certification and reshoring solutions, but the company's financial instability is a concern.
• Creditors: The significant reduction in liabilities is positive, but the $0 cash balance and going concern doubt present a high risk for any new or existing creditors.

Next Steps

• Negotiate first acquisitions for 2026 in identified industry verticals for reshoring industrial capacity.
• Secure financing through loans from directors and/or private placement of common stock to cover operating costs for the next twelve months.
• Address the ineffectiveness of disclosure controls and procedures.

Key Dates

Recommendation

Despite a strategic pivot into a potentially high-growth sector (reshoring, blockchain, AI for supply chain), Made in USA Inc. faces severe financial distress. The company reported $0 cash, an increasing accumulated deficit, and explicitly stated that its capital reserves are insufficient to remain operational, leading to substantial doubt about its ability to continue as a going concern. Furthermore, disclosure controls were deemed ineffective, raising concerns about financial reporting reliability. While the reduction in liabilities and increase in equity are notable, they are overshadowed by the critical liquidity crisis and operational uncertainties. The company is in a precarious startup phase with no guarantee of future financing, making it a high-risk investment with significant downside potential.

Keywords

reshoring, manufacturing, supply chain authenticity, blockchain, AI, IoT, Made in USA, technology platform, going concern, SEC filing, 10-Q, quarterly report, financial results, corporate governance, startup, capital raise