Alphega Innovations Drowns in Debt, Faces Going Concern Risk

TL;DR

**Alphega is a cash-burning shell with a 'going concern' warning; avoid this speculative play.**

AI Summary

Alphega Innovations Corp., a development-stage company focused on immersive technology, reported a net loss of $430,583 for the three months ended August 31, 2025, and a cumulative net loss of $1,414,570 for the nine months ended August 31, 2025. This significantly increased from a net loss of $9,945 for the period from inception (July 24, 2024) to August 31, 2024. The company has not yet established an ongoing source of revenues, leading to an accumulated deficit of $1,462,515 as of August 31, 2025. Total liabilities surged to $1,381,888 as of August 31, 2025, up from $17,945 on November 30, 2024, primarily driven by a substantial increase in 'Due to related parties' to $1,325,236. Cash and bank balance stood at a mere $8,473. The company explicitly states a 'going concern' risk, planning to raise capital through private placements or borrowing arrangements, though success is not guaranteed. Key expenses for the nine months included $1,268,288 for legal and professional services and $132,725 for consulting.

Why It Matters

Alphega Innovations' precarious financial state, marked by a significant accumulated deficit and reliance on related-party loans, poses substantial risks for potential investors. The 'going concern' warning indicates a high probability of the company failing without immediate and successful capital raises, making it a speculative bet. For employees and customers, the lack of sustainable revenue and heavy losses suggest instability and potential disruption to future product development or service delivery in the competitive AR/VR market. The company's struggle highlights the challenges for early-stage immersive technology firms to secure independent funding and achieve commercial viability, potentially impacting broader market sentiment for similar ventures.

Risk Assessment

Risk Level: high — The company explicitly states a 'going concern' risk due to not having an ongoing source of revenues and accumulated losses totaling $1,462,515 as of August 31, 2025. Cash on hand is only $8,473, while total liabilities are $1,381,888, with $1,325,236 owed to related parties, indicating heavy reliance on insider funding and a lack of independent financial stability.

Analyst Insight

Investors should exercise extreme caution and likely avoid Alphega Innovations given the explicit 'going concern' warning and significant accumulated deficit of $1,462,515. The company's reliance on related-party loans and minimal cash balance of $8,473 suggest a high probability of failure without substantial, unassured future capital raises.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$8,473

total Debt

$1,381,888

net Income

-$1,414,570

eps

-$0.10

gross Margin

N/A

cash Position

$8,473

revenue Growth

N/A

Key Numbers

• $1,414,570 — Net Loss (for the nine months ended August 31, 2025, indicating significant operational losses)
• $1,462,515 — Accumulated Deficit (as of August 31, 2025, highlighting the company's negative equity)
• $8,473 — Cash and Bank (as of August 31, 2025, representing extremely limited liquidity)
• $1,381,888 — Total Liabilities (as of August 31, 2025, a substantial increase from $17,945 on November 30, 2024)
• $1,325,236 — Due to Related Parties (as of August 31, 2025, comprising a significant portion of total liabilities)
• $1,268,288 — Legal and Professional Services Expense (for the nine months ended August 31, 2025, a major operating cost)
• 14,670,000 — Common Shares Outstanding (as of October 14, 2025)
• $0.03 — Basic and Diluted Net Loss per Share (for the three months ended August 31, 2025)

Key Players & Entities

• Alphega Innovations Corp. (company) — registrant
• Sun Yun Bo (person) — lender of $1,000 loan
• Chen Qi (person) — lender of $5,000 loan
• Chen Tingting (person) — lender of $3,000 loan
• Luis Carlos Ung (person) — lender of $12,000 loan
• Lingyun Mao (person) — shareholder and related party
• Fairbanks Global Partners II LLC (company) — shareholder and related party providing services
• One World Engineering Corp (company) — shareholder and related party providing services
• Shabnoor Shah (person) — shareholder and related party providing services
• Empire Stock Transfer Inc. (company) — transfer agent and registrar

FAQ

Risk Factors

• Going Concern Risk [high — financial]: The company has not established an ongoing source of revenues and has accumulated losses of $1,462,515 as of August 31, 2025. This raises substantial doubt about its ability to continue as a going concern. Management plans to raise capital through private placements or borrowing, but success is not guaranteed.
• High Liabilities and Limited Cash [high — financial]: Total liabilities surged to $1,381,888 as of August 31, 2025, a significant increase from $17,945 on November 30, 2024. This is largely due to $1,325,236 in 'Due to related parties'. The company's cash position is extremely low at $8,473.
• High Legal and Professional Expenses [medium — operational]: Legal and professional services accounted for $1,268,288 of expenses for the nine months ended August 31, 2025, representing a substantial portion of operating costs for a development-stage company.
• Dependence on Related Party Financing [medium — operational]: A significant portion of liabilities, $1,325,236, is due to related parties. This reliance on related party financing could pose risks if these arrangements are not sustainable or if terms change unfavorably.
• Development Stage and Lack of Revenue [medium — market]: As a development-stage company focused on immersive technology, Alphega has not yet established an ongoing source of revenues. Its business model relies on future product development and market adoption, which carries inherent risks.

Industry Context

Alphega Innovations Corp. operates in the immersive technology sector, which includes AR, VR, and Metaverse applications. This industry is characterized by rapid innovation and significant investment, with potential for growth in areas like corporate training, wellness, and digital education. However, it is also a highly competitive space with established players and emerging startups, requiring substantial R&D and market penetration efforts.

Regulatory Implications

As a development-stage company, Alphega Innovations Corp. may face evolving regulatory landscapes related to data privacy, AI ethics, and the use of immersive technologies in sensitive areas like mental health and corporate training. Compliance with these regulations will be crucial for market acceptance and long-term viability.

What Investors Should Do

1. Monitor Capital Raising Efforts
2. Scrutinize Related Party Transactions
3. Evaluate Progress on Revenue Generation
4. Assess Burn Rate and Expense Management

Key Dates

• 2024-07-24: Company Incorporation — Marks the inception of Alphega Innovations Corp. as a development-stage entity.
• 2024-11-30: Balance Sheet Date — Provides a snapshot of the company's financial position prior to significant liability increases.
• 2025-01-01: Receipt of Subscription Proceeds — Company received $59,100 in proceeds for common stock issued in November 2024, impacting cash.
• 2025-04-10: Loan Agreement with Sun Yun Bo — Indicates a specific debt financing arrangement, contributing to liabilities.
• 2025-08-31: Balance Sheet and Operations Period End — Reports significant net loss and accumulated deficit, highlighting going concern issues and increased liabilities.
• 2025-10-14: Common Shares Outstanding Date — Confirms the number of outstanding common shares for per-share calculations.

Glossary

Development-stage company

A company that is in the early stages of its business plan and has not yet generated significant revenues or established an ongoing business. (Alphega Innovations Corp. is classified as such, indicating a high-risk profile and lack of established operations.)

Going Concern

An accounting assumption that a company will continue to operate for the foreseeable future. If there is substantial doubt about this, it must be disclosed. (The company explicitly states substantial doubt about its ability to continue as a going concern due to its financial condition.)

Accumulated Deficit

The cumulative net losses of a company since its inception, representing a negative balance in retained earnings. (Alphega has an accumulated deficit of $1,462,515 as of August 31, 2025, indicating persistent losses.)

Due to related parties

Amounts owed by the company to its officers, directors, major shareholders, or affiliated companies. (This category represents a significant portion ($1,325,236) of Alphega's liabilities, highlighting reliance on related party financing.)

Immersive Technology

Technology that creates a simulated experience, often involving virtual reality (VR), augmented reality (AR), or mixed reality (MR). (This is the core industry Alphega Innovations Corp. is focused on developing solutions for.)

ASC 718-10

Accounting Standards Codification Topic 718-10, which governs the accounting for stock-based compensation. (The company notes it has not adopted a stock option plan or granted stock options, as per this standard.)

Year-Over-Year Comparison

This 10-Q filing shows a dramatic increase in liabilities, from $17,945 to $1,381,888, primarily driven by a surge in 'Due to related parties' from $17,945 to $1,325,236. The company's cash position remains critically low at $8,473, compared to an unspecified amount in the prior period (implied to be minimal or zero given the total assets). The net loss has also widened significantly, with a $1,414,570 loss for the nine months ended August 31, 2025, compared to a $9,945 loss for the inception-to-August 31, 2024 period, underscoring the escalating financial challenges and the heightened going concern risk.

Key Financial Figures

• $0.0001 — had 14,670,000 shares of common stock, $0.0001 par value per share, outstanding. ii
• $4,854 — amount of the loan. The net proceeds of $4,854, after deduction of processing fees, we
• $2,913 — amount of the loan. The net proceeds of $2,913, after deduction of processing fees, we
• $1,000 — the agreements, each lender contributes $1,000, except for Huang Zhigang, who lent $2,
• $2,000 — 000, except for Huang Zhigang, who lent $2,000. The loans will bear interest at a fixe

Filing Documents

• alpga-20250831_10q.htm (10-Q) — 331KB
• alpga_ex311.htm (EX-31.1) — 6KB
• alpga_ex321.htm (EX-32.1) — 3KB
• 0002038564-25-000011.txt ( ) — 1664KB
• alpga-20250831_cal.xml (EX-101.CAL) — 18KB
• alpga-20250831_def.xml (EX-101.DEF) — 33KB
• alpga-20250831_lab.xml (EX-101.LAB) — 98KB
• alpga-20250831_pre.xml (EX-101.PRE) — 88KB
• alpga-20250831.xsd (EX-101.SCH) — 19KB
• alpga-20250831_10q_htm.xml (XML) — 149KB

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION 1

Financial statements

Item 1. Financial statements. 1

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 10

Quantitative and Qualitative Disclosures about Market Risk

Item 3. Quantitative and Qualitative Disclosures about Market Risk. 13

Controls and Procedures

Item 4. Controls and Procedures. 13

- OTHER INFORMATION

PART II - OTHER INFORMATION 14

Legal Proceedings

Item 1. Legal Proceedings. 14

Risk Factors

Item 1A. Risk Factors. 14

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 14

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities. 14

Mine Safety Disclosure

Item 4. Mine Safety Disclosure. 14

Other Information

Item 5. Other Information. 14

Exhibits

Item 6. Exhibits. 15

SIGNATURES

SIGNATURES 16 iii

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Financial statements

Item 1. Financial statements. ALPHEGA INNOVATIONS CORP. Balance Sheets As of August 31, 2025 August 31, 2025 November 30, 2024 (Unaudited) Assets Current Assets Cash and bank $ 8,473 $ - Total Current Assets 8,473 - Total Assets 8,473 - Liabilities and Stockholders' Deficit Current Liabilities Short term business loan 8,000 - Accounts payable and Accrued liability 35,652 - Due to related parties 1,325,236 17,945 Total Current Liabilities 1,368,888 17,945 Non-Current Liabilities Loan from related party 12,000 - Other non-current loan 1,000 - Total Non-Current Liabilities 13,000 - Total Liabilities 1,381,888 17,945 Stockholders' Deficit Common stock $ 0.0001 par value; 500,000,000 shares authorized; 14,670,000 shares issued and outstanding as of August 31, 2025 and November 30, 2024 1,467 1,467 Preferred stock $ 0.0001 par value; 200,000,000 shares authorized; nil shares issued - - Subscriptions receivable - ( 59,100 ) Additional paid-in capital 87,633 87,633 Accumulated deficit ( 1,462,515 ) ( 47,945 ) Total Stockholders' Deficit ( 1,373,415 ) ( 17,945 ) Total Liabilities and Stockholders' Deficit $ 8,473 $ - The accompanying notes are an integral part of these unaudited financial statements. 1 ALPHEGA INNOVATIONS CORP. (Unaudited) For the three months ended August 31, 2025 For the Nine Months ended August 31, 2025 From Inception (July 24, 2024) to August 31,2024 Expenses Consulting $ 20,400 $ 132,725 $ 9,945 Legal and professional services 397,864 1,268,288 - Dues and subscriptions 392 430 - Regularity fee 255 833 - Travelling and entertainment 10,436 10,436 - Total Expenses 429,347 1,412,712 9,945 Loss from Operations ( 429,347 ) ( 1,412,712 ) ( 9,945 ) Financial charges 1,002 1,227 - Other expense 234 631 - Loss before Income

Notes to Financial Statements

Notes to Financial Statements (Unaudited) NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Alphega Innovations Corporation ("Alphega" or the "Company") was incorporated in Wyoming on July 24, 2024. We are a development-stage company focused on the immersive technology industry, aiming to meet the growing demand for personal and corporate solutions. These include corporate wellness, employee training, digital education, market research, and community engagement, all driven by innovation in corporate services, workforce development, and employee well-being. Our solutions will incorporate advanced technologies such as augmented reality (AR), virtual reality (VR), and Metaverse environments. Our initial focus will be on the following: Developing immersive Platforms and Applications: Creating AR/VR-enabled applications for corporate wellness, mental health solutions, and fitness transformation, with potential integration of Artificial Intelligence (Al) for enhanced personalization. Establishing Strategic Partnerships: Collaborating with businesses, educational institutions, and wellness centers to pilot and refine our solutions. Launching Marketing Initiatives: Targeting key markets, including corporate HR departments fitness centers, and health organizations, to raise awareness and gather feedback. Going Concern Consideration The Company's unaudited financial statements as of August 31, 2025, have been prepared using generally accepted accounting principles in the United States of America ("GAAP") applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated losses as of August 31, 2025, totaling $ 1,462,515 . These factors, among other, raise substantial doubt about the ability of the comp

Notes to Financial Statements

Notes to Financial Statements (Unaudited) Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company's management determined that the United States is the Company's only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of August 31,2025 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company may be subject to potential examination by United States taxing authorities in income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with United States tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months The Company is con

Notes to Financial Statements

Notes to Financial Statements (Unaudited) Stock-based Compensation The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options. Recently Issued Accounting Standards Management does not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company's financial statements. NOTE 3 - SHAREHOLDERS DEFICIT Common Stock Authorized: 500,000,000 shares of voting common stock with a par value of $ 0.0001 , 200,000,000 shares of preferred stock with a par value of $ 0.0001 . As of August 31, 2025, the Company had 14,670,000 shares of common stock outstanding. The transfer agent and registrar for our Common Stock is Empire Stock Transfer Inc., with an address at 1859 Whitney Mesa Dr., Henderson, NV 89014 and a telephone number of (702) 818-5898. For the period between inception and August 31, 2025, the Company engaged in the following equity events: Sale of Common Stock and Subscriptions On November 29, 2024, 5,370,000 shares of the Company's common stock were issued to investors for an aggregate purchase price of $ 59,100 . The Company did not receive the proceeds from investors until January 2025. The Company booked these transactions as subscription receivable as of November 30, 2024. The Company has received the proceeds from investors in January 2025. Share

Notes to Financial Statements

Notes to Financial Statements (Unaudited) The total amount of the borrowed money, including principal and interest, is due and payable in 12 months, and the loan to Chen Qi can be renewed after twelve (12) months at a rate equal to the Interest Rate above SOFR (meaning SOFR plus Interest Rate (8%), also referred to as Renewed Interest Rate).The accrued interest is capitalized and added to the principal amount of the loan. The net proceeds of $4,854, after deduction of processing fees, were received on August 21, 2025. The total principal plus accrued interest from Chen Qi as of August 31, 2025 is $ 5,011 . The Company entered into a loan agreement with Chen Tingting on August 18, 2025. The total amount of money borrowed from Chen Tingting is $ 3,000 . The total amount of the borrowed money, including principal and interest, is due and payable in 12 months, and the loan can be renewed after twelve (12) months at a rate equal to the Interest Rate above SOFR (meaning SOFR plus Interest Rate (8%), also referred to as Renewed Interest Rate). The accrued interest is capitalized and added to the principal amount of the loan. The net proceeds of $2,913, after deduction of processing fees, were received on August 25, 2025.The total principal plus accrued interest from Chen Tingting as of August 31, 2025 is $ 3,004 . NOTE 5 - RELATED PARTY TRANSACTIONS The related parties had transactions for the nine months ended August 31, 2025, consisting of the following: Name of the related parties Nature of relationship Lingyun Mao Shareholder Fairbanks Global Partners II LLC Shareholder One World Engineering Corp Shareholder Want Pty Ltd ATF Wang Family Trust Shareholder Shabnoor Shah Shareholder IM Abundance Pty Ltd Entity under the common control As of August 31, 2025 As of November 30, 2024 Accrued Services Lingyun Mao $ 315 $ 315 Fairbanks Global Partners II LLC 732,919 16,180 One World Engineering Corp 386,739 950 Wang Pty Ltd AT

Notes to Financial Statements

Notes to Financial Statements (Unaudited) NOTE 6 - SUBSEQUENT EVENTS In accordance with ASC Topic 855, "Subsequent Events", which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date and through the date of this filing. The Company has reviewed subsequent events occurring after the balance sheet date and has determined that these events necessitate adjustments to or disclosure in the accompanying financial statements. On September 1, 2025, the Company entered into a loan agreement with Cui Xiangdong for a principal amount of $ 1,000 . The loan bear interest at 8% per annum and will be due in full, including accrued interest, on September 1, 2026. The loan may be renewed at maturity for an additional 12-month term at a rate equal to SOFR plus 8%. On September 15, 2025, the Company entered into separate loan agreements with six individual lenders: Xue Yiming, Guo Xue, Huang Zhigang, Huang Shanli, He Yan, and Luo Wenhao (collectively, the "Lenders"), for a total principal amount of $ 7,000 . Each lender entered into a distinct agreement with the Company. Under the terms of the agreements, each lender contributes $1,000, except for Huang Zhigang, who lent $2,000. The loans will bear interest at a fixed rate of 8% per annum and will mature 12-months from issue issuance, at which time the full principal amount, together with all accrued interest, shall become due and payable. Upon maturity, the loans may be renewed for an additional 12-month term at an interest rate equal to the Secured Overnight Financing Rate (SOFR) plus 8% per annum. 9

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q includes "forward-looking statements". These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "should" or "will" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under "Risk Factors." The following factors, among others, could cause our actual results and performance to differ materially from the results and performance projected in, or implied by, the forward-looking statements: the success of our existing and new technologies; our ability to successfully develop and expand our operations; changes in economic conditions, including continuing effects from the recent recession; damage to our reputation or lack of acceptance of our brands; economic and other trends and developments, including adverse weather conditions, in those local or regional areas in which our operations are concentrated; increases in our labor costs, including as a result of changes in government regulation; labor shortages or increased labor costs; increasing competition in the industry in general; changes in attitudes or negative publicity regarding drug safety and health concerns; the success of our marketing programs; potential fluctuations in our quarterly operating results due to new products and other factors; the effect on existing products of focusing on other products in the same markets; our management team; strain on our infrastructure and resources caused by our growth; the impact of federal,

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View this 10-Q filing on SEC EDGAR