Calor Del Sol reports $11,801 net loss for fiscal Q1 2027

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ANNUAL REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE YEAR ENDED April 30, 2026

TRANSITION QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2026

Commission File Number 333-280138 333-290138

(Exact name of registrant as specified in it's charter)

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

(I.R.S. Employer Identification No.)

1400 112th Street, Avenue, SE. , Suite 100 , Bellevue , WA . 98004

(Address of principal executive offices, including zip offices)(Zip Code)

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day. days. ☐ Yes ☒ No

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐ Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", and "smaller reporting company", and "emerging growth company in Rule 12b-2 if of the Exchange Act.

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Non-accelerated Filer

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(Do not check if a smaller reporting company)

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Non-accelerated filer

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☒ Yes ☐ No ☐

As of August 17, November 2, 2026, there were 4,000,000 4,179,133 shares of common stock issued and outstanding.

PART I—FINANCIAL INFORMATION

Financial statements 1 change

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Notes to the financial statements 37 changes

MICHAEL GILLESPIE & ASSOCIATES, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders & Board of Directors

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Calor Del Sol, Inc. as of April 30, 2026 and 2025 and the related statements of operations, changes in stockholders' deficit, cash flows, and the related notes (collectively referred to as "financial statements") for the years then ended. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2026 and 2025 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #1 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note #1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC

We have served as the Company's auditor since 2024.

Vancouver, Washington

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TOTAL STOCKHOLDER'S DEFICIT

Common stock Authorized 200,000,000 shares of common stock, $ 0.001 par value, Issued and outstanding 4,000,000 shares of common stock ( 69,807 )

Issued and outstanding

4,000,000 shares of common stock

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The accompanying notes are an integral part of these interim financial statements.

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The accompanying notes are an integral part of these interim financial statements.

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FOR THE YEAR ENDED TO APRIL 30, 2026

Balance, April 24, 2024

Loss for the period ended April 30, 2025

Balance, April 30, 2025

Net loss for the period ended April 30, 2026

FOR THE THREE-MONTH TERM NDED TO JULY 31, 2026

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Net loss for the three months July 31, 2026

Balance, July 31, 2026

STATEMENT OF STOCKHOLDER'S DEFICIT

FOR THE THREE-MONTH TERM NDED TO JULY 31, 2025

Balance April 30, 2025

Net loss for the period ended July 31, 2025

Balance, July 31, 2025

The accompanying notes are an integral part of these interim financial statements.

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For the year ended April 30,

For the year ended April 30,

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Proceeds on sale of common stock

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The accompanying notes are an integral part of these interim financial statements.

Note 1: NATURE OF OPERATIONS AND BASIS OF PRESENTATION 1 change

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To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $ 69,807 81,608 . As at April 30, July 31, 2026, the Company has a working capital deficit of $ 65,807 77,608 . The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of April 30, July 31, 2026, the Company has issued 4,000,000 founders shares at $ 0.001 per share for net proceeds of $ 4,000 to the Company. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1 change

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The basic loss per share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share is the same as basic loss per share due to the lack of dilutive items in the Company. As of July 31, 2026, there were no common stock equivalents outstanding.

Note 4: RELATED PARTY TRANSACTIONS 1 change

During the period ended April 30, July 31, 2026 the CEO paid expenses of $ 22,429 on behalf of the Company. Total advances for the period is $ 22,429 . Total amount owed to the CEO as of April 30, 2026 is $ 60,900 71,758 . The amounts due to related party are unsecured and non- interest-bearing with no set terms of repayment.

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Note 5: SUBSEQUENT EVENTS 1 change

The Company has evaluated subsequent events through July 16, October 12, 2026 which is the date the financial statements were available to be issued the CEO paid expenses of $ 2,667 12,172 and advance $ 200 in cash on behalf of the Company. As of July 16, October 12, 2026 the related party advances were $ 56,566 73,272 The amounts due to related party are unsecured and non- interest-bearing with no set terms of repayment. Further, subsequent to the period in September and October 2026 the Company raised capital of $ 5,374 @ $ 0.03 per share totalling 179,133 in common shares.

MD&A 22 changes

We are a start-up, development stage corporation and have not yet generated or realized any revenues from our business operations.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, uncertainty and delays.

Liquidity and Capital Resources

As of April 30, 2026 we have assets amounting to $Nil and cash amounting to $Nil. We will attempt to raise additional money through a subsequent private placement, or through loans.

Since inception, we have issued 4,000,000 shares of our common stock As of April 30, 2026 the Company has an accumulated deficit of $69,807

As of April 30, 2026, due to related parties balance of $60,900 (April 30, 2025: $38,471) represents the combination of the following:

$60,900 (April 30, 2025: $38,471) was payable to a principal shareholder's company and officer, for the operating expenses paid by the related party on behalf of the Company. The loan amount is unsecured, non-interest bearing and due on demand.

The Company's capitalization is 200,000,000 common shares with a par value of $0.001.

On October 6, 2022, the Company issued 4,000,000 common shares at $0.001 per share to the sole director and President of the Company. The Company received net proceeds of $4,000 in payment of the shares.

As of April 30, 2026, total of 4,000,000 (2025 – 4,000,000) shares of common stock are outstanding.

Where you can find more information

You are advised to read this Annual Report on Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our registration statement on Form 10, and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC's Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

This section of the quarterly report this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Results of Operations

For the three-month periods ended July 31, 2026 and 2025, we had no revenue. Expenses for the three-month period ended July 31, 2026 totaled $11,801 resulting in a net loss of $11,801. The net loss for the three-month period ended July 31, 2026 is a result of general and administrative expense of $11,801, comprised of and professional fees of $9,350 comprised primarily of accounting fees; and $1,971 in filing fees; rent of $328; and telephone expenses of $28; and office expenses of $74 and bank service charges of $50 Expenses for the comparative three-month period ended July 31, 2025 is a result of general and administrative expenses totaling $11,338 resulting in a net loss of $11,338 comprised of professional fees of $9,868 comprised primarily of accounting of; and filing fees of $718; rent expenses of $283; and office expenses of $292; and Telephone expenses of $56 and bank services charges of $121. The expenses between the three months ended January 31, 2026 and 2025 was primarily due to increase in filing fees.

Capital Resources and Liquidity

No substantial revenues are anticipated until we have implemented our plan of operations. With the exception of cash advances from our former and current Officer and Director, we have no other source for funding the Company at this time. We must raise cash to implement our strategy and stay in business.

As of July 31, 2026, we had $150 in cash as compared to $nil in cash at April 30, 2026. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain operations. As of July 31, 2026, the Company's sole officer and director, Mr. Alejandro Hernandez, has loaned the Company $71,758 and he has indicated he is willing to make additional financial commitments if required to maintain the operating status of the Company, in the form of a non-secured loan for the next twelve months if no other funds are obtained by the Company, but the total amount that he is willing to invest has not yet been determined and there is no contract or written agreement in place. The balance due is unsecured and non-interest-bearing with no set terms of repayment.

Calor Del Sol Inc., was incorporated in the State Since our inception of Nevada as a for-profit Company on May 24, 2022 and established a fiscal year end of April 30. Calor Del Sol Inc. is an emerging growth stage company which intends to manufacture and sell beautiful, functional and multiuse lingerie items that can be worn as undergarments or as clothing. 22, 2024 we currently have no product to sell, but we intend to create items made of quality material meant to last and keep their original integrity. The items will consist of a wide range of neutral toned basics with material and fabrics that will be wrinkle and stain resistant, easy to wash and no dry cleaning necessary.

Off-balance sheet arrangements

Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Controls and procedures 10 changes

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this annual report, being April 30, 2026, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer. Based upon that evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no significant changes in our internal controls over financial reporting that occurred during our most recent fiscal year ended April 30, 2026 that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Management's Report on Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable assurance with respect to the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures which pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our chief executive officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this evaluation under the criteria established in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of April 30, 2026.

This Annual Report does not include an attestation report of our registered public accounting firm with respect to internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission which permit us to provide only our management's report in this Annual Report.

EVALUATION OF Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our Chief principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report (the "Evaluation Date"), the Company carried out an evaluation, under the supervision and with the participation of the Company's Principal Executive Officer and Principal Financial Officer (the "Certifying Officers") of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e)) under the Exchange Act. Based on that evaluation, the Certifying Officers have concluded that, as of the Evaluation Date, the disclosure controls and procedures in place were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act , is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations as a result of material weaknesses disclosed in our annual report on Form S-1 filed with the SEC on October 31, 2025.

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There have been were no changes in our internal control over financial reporting identified (as defined in Rule 13a-15(f) or 15d-15(f)) during the year quarter ended April 30, July 31, 2026 which that have materially affected, or were are reasonably likely to materially affect, our internal control controls over financial reporting.

Legal proceedings 2 changes

We are not presently a party to any litigation.

Currently we are not involved in any pending litigation or legal proceeding.

Other information 1 change

The Company became effective December 9, 2025.

Exhibits 23 changes

The following is a complete list of exhibits filed as part of this annual report:

Incorporated by reference

Document Description

Articles of Incorporation.

Certification of Principal Executive Officer pursuant to d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.

Certification of Principal Financial Officer pursuant to 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *

Section 1350 Certification of Chief Executive Officer

Section 1350 Certification of Chief Financial Officer **

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A member of the Board of Directors.

/s/ Alejandro Hernandez

President, Principal Executive Officer,

Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and a member of the Board of Directors.

* Included in Exhibit 31.1

** Included in Exhibit 32.1

In accordance with Section 13 or 15(d) Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto thereunto duly authorized. on this 17th day of August, 2026.

Date: November 2, 2026 By: /s/ Alejandro Hernandez

/s/ Name: Alejandro Hernandez

Principal and Executive Officer Principal Financial Officer

Principal Accounting Officer