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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

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

 For
the fiscal year ended September 30, 2025

 OR

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

 333-284187

 (Commission
File Number)

 (Exact
 name of registrant as specified in its charter)

 Nevada

 99-2841705

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 1980
 Festival Plaza Drive Suite 300

 Las
 Vegas, NV

 89135

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (888) 462-3453

 Securities
registered pursuant to Section 12(b) of the Act: None

 Title
 of each class

 Trading
 symbol(s)

 Name
 of each exchange on

 which
 registered

 N/A

 N/A

 N/A

 Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
 No

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 days. Yes No

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 such files). Yes No

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 Filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm
that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 The
aggregate market value of the outstanding common equity held by non-affiliates of the Registrant computed by reference to the price at
which the common equity was last sold was approximately $ 2,462,681. For purposes of this disclosure, shares of common stock held by officers
and directors of the Registrant have been excluded because such persons may be deemed to be affiliates.

 As
of December 26, 2025, a total of 9,440,362
shares were issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 List
hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated:
 None

 TABLE
OF CONTENTS

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

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

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Consolidated Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 PART
 III

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 SIGNATURES

 Safe
Harbor Statement Under the Private Securities Litigation Reform Act of 1995

 Information
included in this Form 10-K contains forward-looking statements. This information may involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of Vertical Data, Inc. (the "Company"),
to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking
statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable
by use of the words "may," "will," "should," "expect," "anticipate," "estimate,"
"believe," "intend," or "project" or the negative of these words or other variations on these words
or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance
that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially
from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws,
the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available
or other events occur in the future.

 PART
I

 ITEM
1. BUSINESS

 General
Overview

 The
Company was formed in 2024 as an early development-stage systems and solutions technology provider delivering high performance computer
solutions to enterprise and data center clients. We distribute computer systems and information technology ("IT") systems
including graphics processing unit ("GPU") servers, storage solutions, system components, software, networking and communications
equipment, and related complementary products and services.

 Our
business model entails distributing technology products from original equipment manufacturers ("OEMs") as well as suppliers
of next-generation technologies and delivery models such as converged and hyper-converged infrastructure. We purchase peripherals, IT
systems, systems components, software, and networking equipment from a network of suppliers and sell them to our data center and enterprise
customers.

 As
part of our business, we will also engage in the coordination and provision of data center services and hosting services for our customers.
While providing the business services mentioned above to our clients, we are also continuing research and development in order to develop
our own hardware devices and software to sell into our existing channels.

 Our
business is characterized by high volumes of sales and price sensitivity by our end users. The market for IT products is generally characterized
by declining unit prices and short product life cycles. We set our sales price based on the market supply and demand characteristics
for each particular product or bundle of products we distribute and services we provide. In addition, we try to provide just-in-time
delivery of the IT products to avoid taking significant inventory which allows us to ensure positive working capital cycles and to ensure
our product offerings tie with current market demands.

 We
are highly dependent on the end-market demand for IT products and on our partners' strategic initiatives and business models. This
end market demand is influenced by many factors including the introduction of new IT products and software by OEMs, replacement cycles
for existing IT products, trends toward AI computing, overall economic growth and general business activity. A difficult and challenging
economic environment may also lead to consolidation or decline in the IT industries and increased price-based competition.

 As
of the date of this filing, we had one full-time employee and 13 consultants. Our financial results reflect our investment in building
out our business model and building our infrastructure for revenue-producing initiatives including but not limited to current customers.

 Products
and Suppliers

 We
offer a comprehensive offering of high-performance computer products from a group of proprietary network suppliers, enabling us to offer
comprehensive solutions to our enterprise and data center customers. The typical products we provide are servers used in training large
language ("LLM") models as well as systems that are used in LLM inference (or using these models to draw conclusions from
an input). Our products typically come in the form of bare metal servers (or fully constructed servers that can be used for the above
uses), or pre-configured systems that have the software pre-installed.

 Our
primary focus is to support demand for enterprise AI compute capability. This includes demand for storage, semiconductors, computer memory,
peripherals, storage and subsystems as well as professional services to empower our customers to uncover AI opportunities, prioritize,
analyze and define them to ensure improved ROI and guarantee project success. The key to our success in meeting this demand is our ability
to align and develop strong relationships with OEM suppliers, system integrators and to support these objectives with our highly skilled
technical team.

 We
do not have distribution agreements with any of our suppliers. As we establish a reputation as a strong and reliable value-added reseller,
we intend to negotiate agreements with top suppliers—which we believe will improve our pricing and access to additional IT products.
Our vendor agreements do not restrict us from selling similar products manufactured by competitors, nor do they require us to sell a
specified quantity of product. As a result, we have the flexibility to terminate or curtail sales of one product line in favor of another
due to technological change, pricing considerations, product availability and customer demand or vendor distribution policies.

 Our
Customers

 Our
target customers are comprised of direct end users as well as our own sales channel, which consists of internet service providers ("ISPs),
data centers and system integrators, various vertical market enterprises (e.g. financial services, governments, retail, energy, manufacturing
and more). We believe this approach will help us strike long-term contracts with high value customers while also expanding our market
reach.

 We
have high customer concentration. Our revenues have been from two customers which accounted for 94% and 6% and 77% and 23% of our revenue
for year ended September 30, 2025 and for the period from May 3, 2024 (inception date) through September, 30, 2024, respectively. We
intend to increase our customer base with increased business development and sales and marketing activity.

 Our
Industry Background and Market Opportunity

 According
to published industry research, as of March 2024 there were approximately 10,655 data centers globally, half (approximately 5,381) of
which were in the United States. A key growth driver in the data center market is data center operators deciding between on-premises
versus the cloud in determining the best way to host AI workloads. On premises data centers have advantages for hosting AI workloads
including greater control over infrastructure for customization and optimization, leading to potential lower operational costs. On premises
deployments can offer lower latency and higher bandwidth which are both critical for real-time processing of large data sets in addition
to addressing data sovereignty and security concerns.

 We
believe that investment into digital infrastructure, including GPUs for AI computing, will be driven by its perception as a compelling
and powerful technology for the economy and society in general. A recent report from CBRE showed that 97% of respondents to its survey
plan to increase their capital deployment in the data center sector, and that 92% of respondents are allocating more than $100 million
to the data center sector, while 44% are allocating more than $500 million, in 2024.

 Sales
and Marketing

 We
serve our customers through sales representatives contracted as consultants and commission-based sales agents. We market to Fortune 1,000
enterprises, top tier data centers, and cloud computing providers both directly and through a network of integration partners.

 In
addition, we have dedicated business development specialists that focus on the sale and promotion of products to specific customer types
(such as cloud compute providers) and customers in specific regions (such as the middle east). Our sales and marketing professionals
are supported by members of our executive management team that assist in identifying new customer opportunities, promoting sales growth
and ensuring customer satisfaction. We attempt to ensure that we have sales and marketing professionals in close geographic proximity
to our customers.

 Our
priorities are to (a) continue to invest in expanding suppliers and related product offerings, (b) extend our offerings in new
jurisdictions, (c) grow our network of agents, and (d) expand our other product and services offerings.

 Our
Operations

 Our
primary business presence is in Las Vegas, Nevada. We intend to establish additional physical points of presence in the western United
States to streamline shipping and fulfillment for our hardware business. Our distribution process is designed to ensure timely order
fulfillment and enhance the efficiency of our operations and back-office administration. Our goal is to reduce delivery lead times to
our customers through the strategic and proprietary use of a network of suppliers. Furthermore, we track several performance measurements
such as order close rate, procurement times, and shipping times to continuously improve the efficiency and accuracy of our distribution
operations.

 Our
workforce is comprised of a full-time employee and consultants, enabling us to respond to short-term changes in demand.

 Our
IT systems and processes are designed to enable us to automate many of our distribution operations—with a focus on streamlining
and automating the quoting, fulfillment, shipping, and warranty processes via a unified technology stack that lets view the status of
a customer and order at each stage of the sales process.

 Our
typical sales process for the hardware business originates with a customer request. An existing or prospective customer will reach
out to one of our sales team members or agents with a request for a quote on a hardware order. Or alternatively, a customer will
respond to an outbound sales or marketing campaign initiated by our sales or marketing team. Our team will then review the request
to ensure that the spec is one that meets the client's needs from a functionality and performance perspective. Once the order
and order timeline are validated, our procurement team will contact our network of suppliers to identify the best pricing and
delivery timeline for the order—and relay this information back to the client to make a final purchasing decision. Once the
client confirms the order, we place our order with the supplier who readies the inventory for shipment.

 Our
business operations are highly scalable with relatively minimal incremental spending required to expand supplier relationships and related
product offerings. We will continue to manage our fixed-cost base in conjunction with our market entry plans and focus our variable spend
on marketing, user experience and support, and regulatory compliance to become the product of choice for users and to maintain favorable
relationships with regulators when necessary. We also expect to achieve and improve profitability over time as our revenue and gross
profit expand as we add customers and expand selling opportunities, while our variable marketing expenses and fixed costs stabilize or
grow at a slower rate.

 Our
path to profitability is based on the acceleration of positive contribution profit growth driven by increased revenue and gross profit
generation from ongoing efficient customer acquisition enabled by establishing our reputation as a reliable and cost-effective value-added
reseller to our target customers. In addition, key to achieving profitability is strong customer retention, improved monetization from
increased frequency of customer orders, as well as scale benefits from expanding our supplier ecosystem and selling in greater quantities.
On an adjusted EBITDA basis, we expect to achieve profitability when total contribution profit exceeds the fixed costs of our business,
which depends, in part, on the amount of suppliers we work with, our negotiated prices for equipment and demand from our customers, and
the other factors summarized in the section entitled "Cautionary Statement Regarding Forward-Looking Statements."

 Inventory
Management

 We
manage shipping arrangements with our OEMs and wholesale distributors, which permit us to offer products to our customers and is expected
to reduce the timeframe in which the customer receives the products and reduces the cash-to-cash gap of purchasing the products from
suppliers and payment for the product from customers.

 We
believe competitive sources of supply are available in substantially all of the product categories that we offer. Product cost currently
represents our single largest expense. Furthermore, product procurement from our OEM suppliers is a highly complex process that involves
identifying and negotiating product specs, pricing, and delivery timelines. As we grow, we expect this process to become more complex
as we manage incentive programs, rebate programs, volume and early payment discounts and other arrangements. Consequently, we believe
that efficient and effective purchasing operations are critical to our success.

 In
order to promote efficiency and to maximize the best business procedures of potential product purchases, our purchasing group works closely
with many areas of our organization, including our product managers, OEM suppliers, and our sales force.. We may also rely on our receipt
of good-faith, non-binding, customer forecasts. We maintain EDI connections with many of our OEM suppliers to facilitate the seamless
exchange of information, such as sending purchase orders and receiving updates on order status. While we receive notifications when products
are ready for shipment, the shipping process is fully managed and coordinated by our team in collaboration with our chosen vendors to
ensure it aligns with our operational needs.

 Information
Technology

 Our
IT systems manage the entire order cycle, including tracking customer leads, processing customer orders, customer billing and payment
tracking and warranty eligibility for the products we sell. These IT systems make our operations more efficient and provide visibility
into our operations. We believe our IT infrastructure is scalable to support further growth. We continue to enhance and invest in our
IT systems to improve product management, streamline order and fulfillment processes, and increase operational flexibility.

 Competition

 We
operate in a highly competitive global environment. The IT product industry is characterized by intense competition, based primarily
on product availability, credit terms and availability, price, speed and accuracy of delivery, effectiveness of sales and marketing programs,
ability to tailor specific solutions to customer needs, quality and depth of product lines and training, pre- and post-sale technical
support, flexibility and timely response to design changes, technological capabilities and product quality, service and support. We compete
with a variety of regional, national and international IT product distributors and manufacturers.

 We
compete against several distributors in the Americas market including OEM distributors such as Supermicro, Hewlett Packard Enterprise
and Dell Inc., and, to a lesser extent, regional distributors. We also face competition from our OEM suppliers that sell directly to
retailers and end-users. The distribution industry has historically undergone, and continues to undergo, consolidation. Over the years,
a number of providers within the IT distribution industry exited or merged with other providers.

 As
we enter new business areas, we may encounter increased competition from our current competitors and/or new competitors. Some of our
competitors may have greater financial, operating, manufacturing and marketing resources than us. Some of our competitors may have broader
geographic breadth and range of services than us. Some may also have more developed relationships with their existing customers.

 We
constantly seek to expand our business into areas primarily related to our core distribution as well as other support, logistics and
related value-added services.

 Human
Capital Resources

 As
of the date of this filing, we had 1 full-time employee and 13 consultants. Given the variability in our business and the quick response
time required by customers, we believe that it is critical that we are able to rapidly ramp-up and ramp-down our operational capabilities
to maximize efficiency. As a result, we actively leverage temporary and contract workers as well as a robust offshore team focused on
operations, finance and administration.

 We
are committed to fostering a diverse and inclusive workplace that attracts and retains exceptional talent. Through ongoing employee development,
comprehensive compensation and benefits, and a focus on health, safety and employee wellbeing, we strive to help our employees in all
aspects of their lives so they can do their best work.

 Employee
Engagement

 We
intend to regularly collect feedback to better understand and improve the co-worker experience and identify opportunities to continually
strengthen our culture. We want to know what is working well, what we can do better and how well our co-workers understand and are practicing
our cultural values.

 Health,
Safety and Wellness

 The
physical health, financial wellbeing, life balance and mental health of our employees is vital to our success. Throughout the year, we
expect to encourage healthy behaviors through regular communications, educational sessions, voluntary progress tracking, wellness challenges,
and other incentives. We take an integrated approach to helping our co-workers manage their work and personal responsibilities, with
a strong focus on employee wellbeing, health and safety. We have successfully transitioned most
of our workforce to a remote working environment and implemented a number of safety and social distancing measures within our premises
to protect the health and safety of co-workers who are required to be on-premise to support our business.

 Seasonality

 We
have a limited operating history, but we expect our operating results will be affected by the seasonality
of the IT products industry which traditionally experiences slightly higher sales in the first and fourth calendar quarters due to patterns
in capital budgeting and purchasing cycles of customers and end-users. These historical patterns may not be repeated in subsequent periods.

 In
addition, the advent of and demand for high performance computing may lead to a reduction in the seasonal effects we experience. For
example, sales variability may be increasingly based on the upgrade cycles of top chip manufacturers like Nvidia Corporation and Advanced
Micro Devices Inc. As these computing providers shrink their upgrade cycles to offer new chipsets to the market more rapidly, our end
customers often anticipate these upgraded releases and time their buying behavior based on the announcements and availability of these
new chipsets.

 Our
Business Strategy

 Our
business strategy is to continue to expand supplier relationships which in turn provide depth to our overall product offerings, and to
utilize the depth and performance of our product offerings to attract and build our customer base. Key to our strategy is that we increase
order size per customer and provide world-class service and support that will enable us to maximize customer retention and move upstream
from one-off hardware sales to long-term partnerships with top tier global customers. Additionally, we plan to expand our hardware sales
from OEM products to products we develop and brand internally that meet specific use cases in a more cost efficient and performant manner.

 Implications
of Being an Emerging Growth Company

 As
a company with less than $1.235 billion in revenue during our last completed fiscal year, we qualify as an "emerging growth company"
as defined in the federal securities laws. An emerging growth company may take advantage of specified reduced reporting requirements
that are otherwise applicable generally to public companies. These reduced reporting requirements include:

 an
 exemption from compliance with the auditor attestation requirement on the effectiveness of our internal control over financial reporting;

 an
 exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit
 firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements;

 an
 exemption from the requirements to obtain a non-binding advisory vote on executive compensation or a stockholder approval of any
 golden parachute arrangements;

 extended
 transition periods for complying with new or revised accounting standards;

 being
 permitted to present only two years of audited financial statements and only two years of related "Management's Discussion
 and Analysis of Financial Condition and Results of Operations", in addition to any required unaudited interim financial statements
 in this filing; and

 reduced
 disclosures regarding executive compensation in our periodic reports, proxy statements and registration statements, including in
 this filing.

 We
will remain an emerging growth company until the earliest to occur of: (i) the end of the first fiscal year in which our annual gross
revenue is $1.235 billion or more; (ii) the end of the first fiscal year in which we are deemed to be a "large accelerated filer,"
as defined in the Securities Exchange Act of 1934, as amended, (the "Exchange Act"); (iii) the date on which we have, during
the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year
following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement under the
Securities Act of 1933. We may choose to take advantage of some, but not all, exemptions afforded
to emerging growth companies. We currently intend to take advantage of the exemptions discussed above. Accordingly, the information contained
herein may be different than the information you receive from other public companies in which you hold stock. The Company will take advantage
of the extended transition period for complying with any new or revised financial accounting standards.

 ITEM
1A RISK FACTORS

 As
a smaller reporting company we are not required to provide risk factor information.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not

 ITEM
1C. CYBERSECURITY

Data Inc. recognizes the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard
our information systems and protect the confidentiality, integrity, and availability of our data.

 Risk
Management and Strategy

 Managing
Material Risks & Integrated Overall Risk Management

 Currently,
Vertical data inc. does not have a formalized cybersecurity risk management process. However, the organization is working toward implementing
a framework for assessing, identifying, and managing material risks from cybersecurity threats. A managed IT service provider continuously
works to evaluate and address cybersecurity risks in alignment with our business objectives and operational needs. This includes assessing
cybersecurity risk as part of an overall risk assessment and considering the likelihood and potential consequences of each risk. Plans
also include the identification of critical cybersecurity risks (e.g., malware, phishing, ransomware, and unauthorized access) and the
implementation of formalized mitigants to address those risks such as cybersecurity policies and incident response strategy.

 Third-Party
Risk

Data Inc. does not currently engage with third parties in connection with cybersecurity risk management. Third-party consultants including
cybersecurity auditors are being considered for future engagement, at which point any risks stemming from the use of third parties will
be incorporated in the cybersecurity risk assessment.

 Risks
from Cybersecurity Threats

Data Inc. has not encountered any cybersecurity risks or incidents that have materially impacted our business strategy, operational results,
or financial condition. We remain dedicated to maintaining a strong cybersecurity posture by continually analyzing and improving our
security procedures to reduce potential risks. This approach to cybersecurity is critical for protecting sensitive information and guaranteeing
the reliability of our business operations.

 Governance

 Board
of Directors Oversight

 The
Board of Directors is aware of the critical nature of managing risks associated with cybersecurity threats. The Board is committed to
effective governance in managing risks associated with cybersecurity threats because we recognize the significance of these threats to
our operational integrity and stakeholder confidence.

 The
Board of Directors is informed of relevant cybersecurity risks and related updates during Board meetings by the CFO. There have been
no critical, time sensitive cybersecurity updates thus far, but if this did occur it would be escalated to the Board immediately.

 Management's
Role Managing Risk

 Within
the management team, the responsibility for assessing and managing cybersecurity risk falls under the purview of the CFO. To that extent,
the Company leverages his extensive experience and specialized skills. This collaboration significantly bolsters our overall cybersecurity
stance, creating a well-rounded and robust defense against emerging threats.

 Monitoring
Cybersecurity Incidents

Data's IT Service Provider monitors cybersecurity events and logs for unusual activity or potential security breaches within the
network. E-mail alerts are sent in real time as notification for any suspicious activity including phishing attempts, suspicious attachments,
and other e-mail-related security concerns. The IT Service Provider also utilizes security tools to regularly conduct thorough scans
of the network infrastructure. The tools help identify vulnerabilities, malware, and other potential threats, enabling a proactive measure
to prevent and mitigate cybersecurity incidents.

 Reporting
to Board of Directors

 The
CFO is responsible for escalation of pertinent cybersecurity risks to the board of directors. This includes briefings on existing threat
scenarios, updates on incident response efforts, and recommendations for enhancing our cybersecurity stance.

 ITEM
2. PROPERTIES

 The
Company does not currently have any physical properties that would be considered material.

 ITEM
3. LEGAL PROCEEDINGS

 Not

 ITEM
4. MINE SAFETY DISCLOSURES

 Not

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 There
is currently no established public trading market for our common equity and a range of high and low bid information is not available.

 Holders

 As
of December 28, 2025, there were approximately 97 shareholders of record of our common stock.

 Dividends

 Not

 Securities
Authorized for Issuance Under Equity Compensation Plans

 Plan Category

 Number of Securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted-average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

 (a)

 (b)

 (c)

 Equity Compensation plans approved by security holders

 -

 $
 -

 -

 Equity Compensation plans not approved by security holders

 7,886,677

 $
 0.05

 2,513,323

 (1)
The purpose of the Plan is to assist the Company in attracting, retaining, motivating and rewarding certain employees, officers, directors,
and consultants of the Company to promote the success of the Company's business. The plan only allows for the granting of options.

 Recent
Sales of Unregistered Securities

 Not

 Use
of Proceeds

 Not

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 Not

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 You
should read the following discussion and analysis of our financial condition and results of operations together with our audited financial
statements and related notes included elsewhere in this filing. Some of the information contained in this discussion and analysis constitutes
forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed in these
forward-looking statements.

 The
results of operations for the fiscal year ended September 30, 2025, are not necessarily indicative of the results that may be expected
for any other future period. The following discussion should be read in conjunction with the annual consolidated financial statements
and the notes thereto included in this filing. Further, the Company's Management Discussion and Analysis of Financial Condition
and Results of Operations has been prepared in accordance with Item 303 of Regulation S-K.

 Overview

Data Inc. is a systems and solutions technology provider delivering high performance compute solutions to enterprise and data center
clients. We distribute computer systems and information technology ("IT") systems including graphics processing unit ("GPU")
servers, storage solutions, system components, software, networking and communications equipment, and related complementary products
and services.

 We
distribute technology products from original equipment manufacturers ("OEMs") as well as suppliers of next-generation technologies
and delivery models such as converged and hyper-converged infrastructure. We purchase peripherals, IT systems, systems components, software,
and networking equipment from a network of suppliers, consisting of mainly two vendors, and sell them to our data center and enterprise
customers. The Company also engages in the coordination and provision of data center services and hosting services for our customers.

 Our
Company's business model focuses on supporting the demand for enterprise AI compute capability. We are characterized by high volumes
of sales and price sensitivity by our end users. The market for IT products is generally characterized by declining unit prices and short
product life cycles. We set our sales price based on the market supply and demand characteristics for each particular product or bundle
of products we distribute and services we provide. In addition, we try to provide just-in-time delivery of the IT products to avoid taking
significant inventory in order to ensure positive working capital cycles and to ensure our product offerings tie with current market
demands.

 We
are highly dependent on the end-market demand for IT products and on our partners' strategic initiatives and business models. This
end market demand is influenced by many factors including the introduction of new IT products and software by OEMs, replacement cycles
for existing IT products, trends toward AI computing, overall economic growth and general business activity. A difficult and challenging
economic environment may also lead to consolidation or decline in the IT industries and increased price-based competition

 We
are an early-stage company. Our financial results reflect our investment in building a direct sales force for revenue-producing initiatives
and the development of a business development team for identifying target customers and key equipment and hardware suppliers.

 We
are a value-added reseller of best-in-class technology and computing solutions to data centers. Our mission is to expand the availability
of high-performance computing to the global landscape. We accomplish this by providing infrastructure hardware and services to data centers
and enterprises looking to utilize high performance compute such as machine learning and inference.

 We
intend to make deliberate and substantial investments in support of our mission and long-term growth. For example, we have invested in
building a team of expert and experienced consultants and business development personnel that is responsible for development and expansion
of our customer base and our technology supplier base. We also plan to make significant investments in sales and marketing and incentives
to grow and retain our customer base.

 Our
priorities are to (a) continue to invest in identifying best-in-class technologies that will enable us to expand our product offerings,
(b) establishing and extending our product offerings in new jurisdictions, and (c) expand our product and service offerings that are
related to and complimentary of our existing product offerings.

 Our
current business is highly scalable with relatively minimal incremental spend in adding consulting resources to our sales and business
development personnel. We will continue to manage our fixed-cost base in conjunction with our market entry plans and focus our variable
spend on marketing, customer experience and support to become the value-added reseller of choice for customers and to maintain favorable
relationships with suppliers. We also expect to improve our profitability over time as our revenue and gross profit expand as customer
relationships mature and expand, and our variable marketing expenses and fixed costs stabilize or grow at a slower rate.

 Our
path to profitability is based on the acceleration of positive contribution profit growth driven by increased revenue and gross profit
generation from ongoing customer acquisition, strong customer retention, improved monetization from increased sales volume, as well as
scale benefits from investments in our general and administrative functions. On an adjusted EBITDA basis, we expect to achieve profitability
when total contribution profit exceeds the fixed costs of our business, which depends, in part, on the number of customers that have
access to our product offerings and the other factors summarized in the section entitled "Cautionary Statement Regarding Forward-Looking
Statements".

 We
distribute our products and technology solutions through direct sales channels managed by our team of consultants in addition to our
own direct-to-customer platforms and web pages.

 The
Company was incorporated in Nevada on May 3, 2024, and our corporate office, which is rented on a month-to-month basis, is currently
located in Las Vegas, Nevada.

 Recent
Developments

 Effective
as of October 8, 2025, certain founders and other Company shareholders voluntarily surrendered an aggregate of 31,752,690 shares of Common
Stock to the Company for no consideration. Consequently, as of the date of the filing, the Company had 9,440,362 shares of Common Stock
outstanding.

 Liquidity
and Capital Resources

 The
Company has funded its operations primarily through ongoing sales of equipment to its customers and through private equity offerings
to investors. For the fiscal year ended September 30, 2025, sales of common stock resulted in gross proceeds of approximately $1.4 million.
As of September 30, 2025, the Company has not borrowed money to fund its business through either note payables or lines of credit. The
Company plans to continue to fund its operations through private equity offerings as well as cash generated from its ongoing business
operations.

 The
Company purchases equipment from certain suppliers to sell to its customers. However, as of September 30, 2025, the Company has not entered
into any long-term commitments or contractual obligations with those suppliers to purchase equipment.

 Cash
Flows

 The
following table summarizes the Company's cash flows for the periods ended September 30, 2025 and 2024:

 Fiscal Period Ended September 30,

 2025

 $
 (3,820,078
)

 $
 (350,599
)

 Net cash used in operating activities

 (1,452,945
)

 (518,478
)

 Net cash used in investing activities

 (459
)

 (1,352
)

 Net cash provided by financing activities

 1,398,400

 947,552

 Net change in cash and cash equivalents

 $
 (55,004
)

 $

 Cash and cash equivalents, beginning of period

 -

 Cash and cash equivalents, end of period

 $
 372,718

 $

 (1)
Represents fiscal period from Company inception on May 3, 2024 through September 30, 2024

 Operating
Activities

 Net
cash used in operating activities for the fiscal period ended September 30, 2025 was approximately $1.5 million. The amount was
primarily comprised of a net loss of $3.8 million which was partially offset by changes in operating assets and liabilities of
approximately $0.4 million and stock-based compensation expense of approximately $1.9 million.

 Net
cash used in operating activities for the fiscal period ended September 30, 2024 was approximately $0.5 million. The amount was primarily
comprised of a net loss of $0.4 million and a change in other current assets of approximately $0.7 million offset by stock-based compensation
expense of approximately $0.1 million and the change in accrued liabilities and other current liabilities of 0.1 million and 0.2 million,
respectively.

 Investing
Activities

 The
Company's investing activities for the period were not material and consisted solely of the purchase of computer equipment.

 Financing
Activities

 Net
cash provided from financing activities for the periods ended September 30, 2025 and 2024 were approximately $1.4 million and $0.9 million,
respectively, and consisted solely of sales of common stock.

 Going
Concern

 Pursuant
to the guidance in ASC 205-40 Going Concern, for each annual and interim reporting period an entity's management must evaluate
whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity's ability to
continue as a going concern within one year after the date that the financial statements are issued. To that extent, the Company incurred
a net loss of approximately $3.8 million during the year ended September 30, 2025 and had cash of approximately $0.4 million as of its
fiscal year end. As such, the Company has concluded that there is substantial doubt about its ability to continue as a going concern
within one year after the date that the financial statements are issued. To mitigate the condition, management plans to increase liquidity
through the future sale of equity. However, as of the time of the filing we do not have any financing plans that are probable of occurring.

 Results
of Operations

 Revenue
for the year ended September 30, 2025 decreased by $3.2 million, or 47%, as compared to the prior year period (from May, 3 2024 through
September 30, 2024). The decrease in revenue was primarily driven by the trade tariffs implemented by the US federal government during
our current fiscal year.

 General
and administrative expenses increased by $3.2 million, or 476%, as compared to the prior year period (from May, 3 2024 through
September 30, 2024). The increase was primarily driven by i) increased stock-based compensation expense of $1.8 million ii)
increased salary and contract labor expense for the full fiscal year and iii) increased accounting and legal expenses incurred
during the current fiscal year stemming from the filing of our registration statement and ongoing '34 Act reporting
obligations.

 Critical
Accounting Estimates

 Revenue
Recognition

 The
Company recognizes revenue from its contracts with customers in accordance with the core principle outlined in ASC 606 Revenue from Contracts
with Customers. Specifically, the Company recognizes revenue "to depict the transfer of promised goods or services to customers
in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services". To that
extent, the Company recognizes revenue in accordance with the ASC Topic by applying the following five steps:

 Step
 1-Identify the contract(s) with a customer

 Step
 2-Identify the performance obligations in the contract

 Step
 3-Determine the transaction price

 Step
 4-Allocate the transaction price to the performance obligations in the contract

 Step
 5-Recognize revenue when (or as) the Company satisfies a performance obligation

 The
Company's contracts with its customers currently only contain a single performance obligation comprised of the sale of IT equipment.
Further, as noted above, revenue is recognized at a point in time upon delivery of the equipment to the customer at the agreed upon location.
The Company does not currently extend any form of payment terms to its customers and, as such, full payment for the equipment is received
from the customer (via wire payment) immediately upon delivery of the equipment. As full payment is received only upon delivery, the
Company typically does not have the need to recognize contract assets, contract liabilities or accounts receivable.

 In
determining the transaction price, the Company's contracts with its customers do not include a significant financing component,
noncash consideration or consideration payable to the customer. The Company's contracts do include a refund option whereby the
customer has the right to return the equipment to the Company for a full refund within a stated period after purchase. However, the Company
noted that equipment returns were highly infrequent and were not material to our results of operations. As such, no refund liability
has been recorded.

 As
it pertains to incremental costs of obtaining a contract, the Company, in accordance with the practical expedient provided in ASC 340-40,
has elected to expense when incurred all sales commissions paid to its employees as the amortization period of the asset that the entity
would have recognized would be one year or less.

 Stock
Based Compensation

 The
Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation ("ASC 718"). ASC 718 requires all stock-based payments, including grants of employee stock options, to be recognized in the statement of operations by measuring
the fair value of the award on the date of grant and recognizing this fair value as stock-based compensation over the requisite service
period, generally the vesting period. The Company determines the fair value of its underlying shares in accordance with the practical
expedient for nonpublic entities provided in ASC 718-10-30.

 The
Company estimates the grant date fair value of stock option awards using the Black-Scholes option-pricing model. The use of the Black-Scholes
option-pricing model requires management to make assumptions with respect to the fair value of our underlying shares, the expected term
of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates
and expected dividend yields of the Common Stock.

 Recent
Accounting Pronouncements

 In
November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting—Improvements to Reportable
Segment Disclosures ("ASU 2023-07"), which requires incremental disclosures related to a public entity's reportable
segments. Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the
CODM and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference
between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position
of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance
and deciding how to allocate resources. The standard also permits disclosure of more than one measure of segment profit. ASU 2023-07
is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15,
2024. The Company adopted the new standard on September 30, 2025. The adoption of the new standard did not have a material impact to
our financial statements.

 In
December 2023, the FASB issued ASU 2023-09-Income Taxes (Topic 740)-Improvements to Income Tax Disclosures, which requires entities to
provide additional information in the rate reconciliation and additional disclosures about income taxes paid. The guidance should be
applied prospectively and is effective for annual periods beginning after December 15, 2024. The Company does not expect the issued standard
to have a material impact on its financial statements.

 In
November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
(Subtopic 220-40). The amendments in this update require disclosure, in the notes to financial statements, of specified information about
certain costs and expenses at each interim and annual reporting period. The amendments are effective for annual periods beginning after
December 15, 2026, and reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating
the impact of the new ASU to its financial statements.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 As
a Smaller Reporting Company, the Company is not required to provide the information in Item 305 of Regulation S-K

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

DATA, INC.

TO FINANCIAL STATEMENTS

TO AUDITED FINANCIAL STATEMENTS

 AS
OF SEPTEMBER 30, 2025 AND 2024 AND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2025 AND THE PERIOD FROM MAY 3, 2024 (DATE OF INCEPTION) TO
SEPTEMBER 30, 2024

 Financial
 Statements

 PAGE

 Report of Independent Registered Public Accounting Firm

 Balance Sheets as of September 30, 2025 and 2024

 Statement of Operations for the fiscal year ended September 30, 2025 and from May 3, 2024 (inception) to September 30, 2024

 Statement of Changes in Shareholder's Deficit for the fiscal year ended September 30, 2025 and from May 3, 2024 (inception) to September 30, 2024

 Statements of Cash Flows for the fiscal year ended September 30, 2025 and the period from May 3, 2024 (inception) to September 30, 2024

 Notes to Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 200 Spectrum Center Drive, Suite 1 300

 Irvine,
 CA 92618

 (714)
 234-5980

 www.bcrgcpas.com

 To the shareholders and the board of directors of
Vertical Data Inc.

 Opinion on the Consolidated Financial Statements
 Opinion on the Financial Statements

 We have audited the accompanying balance sheet of
Vertical Data Inc. (the "Company") as of September 30, 2025 and 2024, the related statement of operations, stockholders'
equity (deficit), and cash flows for the period May 3, 2024 (date of formation) to September 30, 2025 and 2024, and the related notes
(collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its
cash flows for the year ended September 30, 2025, in conformity with accounting principles generally accepted in the United States.

 Basis for Opinion

 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 audit 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 audit 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.

 Critical Audit Matters

 The critical audit matter communicated below is a
matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated
to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. The Company
did not have any critical audit matters

 /s/ BCRG Group

 BCRG Group (PCAOB ID 7158)

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

 Irvine, CA

 December 29, 2025

 F- 2

 BALANCE
SHEETS

 2025

 2024

 As of September 30,

 2025

 2024

 ASSETS

 Current assets:

 Cash

 $
 372,718

 $

 Other current assets

 -

 664,000

 Prepaid expenses

 144,994

 29,989

 Total current assets

 517,712

 1,121,711

 Property and equipment, net

 1,457

 1,329

 Total assets

 519,169

 1,123,040

 LIABILITIES AND EQUITY

 Current liabilities:

 Accrued liabilities

 $
 252,058

 $
 143,115

 Other Current Liabilities

 -

 224,000

 Total current liabilities

 252,058

 367,115

 Total liabilities

 252,058

 367,115

 Equity:

 Common stock, $ 0.0001 par value, 100,000,000 shares authorized; 41,193,052 and 38,397,052 shares issued and outstanding at
 September 30, 2025 and September 30, 2024, respectively.

 4,119

 3,839

 Additional paid in capital

 4,433,669

 1,102,685

 Accumulated deficit

 ( 4,170,677
)

)

 Total equity (deficit)

 267,111

 755,925

 Total liabilities and equity

 $
 519,169

 $
 1,123,040

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

 F- 3

 STATEMENTS
OF OPERATIONS

 2025

 Fiscal Period Ended September 30,

 2025

 Revenue

 $
 3,666,000

 $
 6,866,558

 Cost of revenue

 3,598,000

 6,542,000

 Gross profit

 $
 68,000

 $
 324,558

 Operating expenses:

 General and administrative

 3,888,078

 675,157

 Total operating expenses

 3,888,078

 675,157

 Loss from operations

 ( 3,820,078
)

)

 Net (loss) income

 $
 ( 3,820,078
)

 $
)

 Earnings (loss) per common share:

 Basic and diluted

 $
 ( 0.09
)

 $
 ( 0.02
)

 Weighted average common shares outstanding:

 Basic and diluted

 40,585,260

 23,294,212

 (1)
 The Company was
incepted May 3, 2024 and therefore the prior period information may not be comparable

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

 F- 4

 STATEMENT
OF SHAREHOLDERS' EQUITY

 #
 of Shares

 Amount

 APIC

 Accumulated
 Deficit

 Total

 # of Shares

 Amount

 APIC

 Accumulated Deficit

 Total

 Inception as of May 3, 2024

 -

 $
 -

 $
 -

 $
 -

 $
 -

 Issuance of founders shares

 36,503,000

 3,650

 ( 3,064
)

 ( 45,143
)

 ( 44,557
)

 June 30, 2024

 36,503,000

 $
 3,650

 $
 ( 3,064
)

 $
 ( 45,143
)

 $
 ( 44,557
)

 Issuance of common stock

 1,894,052

 946,777

 -

 946,966

 -

 -

 158,972

 -

 158,972

 -

 -

 -

 ( 305,456
)

 ( 305,456
)

 September 30, 2024

 38,397,052

 $
 3,839

 $
 1,102,685

 $
)

 $
 755,925

 September 30, 2024

 38,397,052

 3,839

 1,102,685

)

 755,925

 Issuance of common stock

 2,186,000

 1,093,181

 -

 1,093,400

 -

 -

 464,118

 -

 464,118

 -

 -

 -

 ( 837,458
)

 ( 837,458
)

 December 31, 2024

 40,583,052

 4,058

 2,659,984

 ( 1,188,057
)

 1,475,985

 Issuance of common stock

 610,000

 304,939

 -

 305,000

 -

 -

 980,614

 -

 980,614

 -

 -

 -

 ( 1,404,996
)

 ( 1,404,996
)

 March 31, 2025

 4,119

 3,945,537

 ( 2,593,053
)

 1,356,603

 -

 -

 343,643

 -

 343,643

 -

 -

 -

 ( 798,085
)

 ( 798,085
)

 June 30, 2025

 4,119

 4,289,180

 ( 3,391,138
)

 902,161

 Balance

 4,119

 4,289,180

 ( 3,391,138
)

 902,161

 -

 -

 144,489

 -

 144,489

 -

 -

 -

 ( 779,539
)

 ( 779,539
)

 September 30, 2025

 4,119

 4,433,669

 ( 4,170,677
)

 267,111

 Balance

 4,119

 4,433,669

 ( 4,170,677
)

 267,111

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

 F- 5

 STATEMENTS
OF CASH FLOWS

 2025

 Fiscal Period Ended

 2025

 Cash flows from operating activities:

 Net (loss) income

 ( 3,820,078
)

)

 Adjustments to reconcile net (loss) income to net cash used in operating activities

 1,932,864

 158,972

 Depreciation expense

 Changes in operating assets and liabilities:

 Prepaid expenses

 ( 115,005
)

 ( 29,989
)

 Other current assets

 664,000

 ( 664,000
)

 Accrued liabilities

 108,943

 143,115

 Other current liabilities

 ( 224,000
)

 224,000

 Net cash from (used) in operating activities

 ( 1,452,945
)

 ( 518,478
)

 Cash flows from investing activities:

 Purchase of property and equipment

 ( 459
)

 ( 1,352
)

 Net cash used in investing activities

 ( 459
)

 ( 1,352
)

 Cash flows from financing activities:

 Sale of common stock, net of fees and costs

 1,398,400

 946,966

 Cash received from issuance of founder shares

 -

 Net cash provided by financing activities

 1,398,400

 947,552

 Net change in cash and cash equivalents

 ( 55,004
)

 Cash and cash equivalents, beginning of period

 -

 Cash and cash equivalents, end of period

 372,718

 Supplemental disclosures of cash flow information:

 Cash paid for interest

 -

 -

 Cash paid for taxes

 -

 -

 (1)
 The Company was incepted May 3, 2024 and therefore the prior period information may not be
comparable

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

 F- 6

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 1.
 NATURE OF OPERATIONS

Data Inc. (the "Company") was incorporated in Nevada on May 3, 2024 and has a fiscal year-end of September 30. The Company's
current service to its customers is comprised of the sale of artificial intelligence related hardware. The Company plans to expand its
service offerings in the future to include technology consulting, design and engineering, project management, systems integration, system
installation and facilities management. The Company's corporate office, which is rented on a month-to-month basis, is located in
Las Vegas, Nevada.

 2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS

 Basis
of Presentation

 The
accompanying financial statements have been prepared using the accrual basis of accounting in accordance with generally accepted accounting
principles ("GAAP") promulgated in the United States of America. The financial statements include Vertical Data Inc. as of
September 30, 2025 and 2024 and for the fiscal year ended September 30, 2025 and the prior fiscal period beginning May 3, 2024 (date
of formation) through September 30, 2024.

 Use
of Estimates

 The
preparation of financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. The Company bases its estimates on historical experience and on various assumptions
that are believed to be reasonable, the results of which form the basis for the amounts recorded in the consolidated financial statements.

 Going
Concern

 Pursuant
to the guidance in ASC 205-40, Going Concern, for each annual and interim reporting period an entity's management must evaluate
whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity's ability to
continue as a going concern within one year after the date that the financial statements are issued. To that extent, the Company incurred
a net loss of approximately $ 3.8 million during the year ended September 30, 2025 and had cash of approximately $ 0.4 million as of its
fiscal year end. As such, the Company has concluded that there is substantial doubt about its ability to continue as a going concern
within one year after the date that the financial statements are issued. To mitigate the condition, management plans to increase liquidity
through the future sale of equity. However, as of the time of the filing we do not have any financing plans that are probable of occurring.

 Segment
Reporting

 The
Company currently operates in a single operating segment. Operating segments are reported in a manner consistent with the internal reporting
provided to the Company's chief operating decision maker ("the CODM"). The Company's CODM, which is its Chief
Executive Officer, views the Company's operations and manages its business as a single operating segment, which is the sale of
IT hardware.

 Cash
and Cash Equivalents

 The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash or cash equivalents.

 Cost
of Revenue

 The
Company's cost of revenue is comprised of the cost of purchased IT equipment from our suppliers.

 Sales
and Marketing

 The
Company's sales and marketing expenses primarily consist of costs incurred related to sales commissions and our various marketing
endeavors. The Company incurred $ 31,922 and $ 6,722 of sales and marketing expenses for the fiscal year ended September 30, 2025 and the
period of May 3, 2024 (date of formation) to September 30, 2024. Sales and marketing expense is included in general and administrative
expense in our statement of operations.

 F- 7

 Income
Taxes

 The
Company follows the asset and liability method of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax
assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included
the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be
realized. As of September 30, 2025, the Company had deferred tax assets related to certain net operating losses. A valuation allowance
was established against these deferred tax assets at their full amount. Refer to note 10 for additional information.

 ASC
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 is currently not aware of any issues under review that could result in
significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing
authorities since inception.

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000. As of September 30, 2025, the Company has not experienced
losses on this account and management believes the Company is not exposed to significant risks on such account.

 F- 8

 Net
Loss Per Share

 Net
loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period.
Diluted earnings per share is computed similar to basic earnings per share, except the denominator is increased to include the number
of additional common shares that would have been outstanding if the dilutive potential common shares had been issued.

 Stock-Based
Compensation

 The
Company accounts for its stock-based compensation awards
in accordance with ASC Topic 718, Compensation—Stock Compensation ("ASC 718"). ASC 718 requires all stock-based payments, including grants of employee stock options, to be recognized in the statements of operations by measuring
the fair value of the award on the date of grant and recognizing this fair value as stock-based compensation over the requisite service
period, generally the vesting period. The Company determines the fair value of its underlying shares in accordance with the practical
expedient for nonpublic entities provided in ASC 718-10-30.

 The
Company estimates the grant date fair value of stock option awards using the Black-Scholes option-pricing model. The use of the Black-Scholes
option-pricing model requires management to make assumptions with respect to the fair value of our underlying shares, the expected term
of the option, the expected volatility of our Common Stock, the risk-free interest rates and expected dividend yield of our Common Stock.

 Recognition
of Revenue from Contracts with Customers

 The
Company recognizes revenue from its contracts with customers in accordance with the core principle outlined in ASC 606 Revenue from
Contracts with Customers. Specifically, the Company recognizes revenue "to depict the transfer of promised goods or services
to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services".
To that extent, the Company recognizes revenue in accordance with the ASC Topic by applying the following five steps:

 Step
 1-Identify the contract(s) with a customer

 Step
 2-Identify the performance obligations in the contract

 Step
 3-Determing the transaction price

 Step
 4-Allocate the transaction price to the performance obligations in the contract

 Step
 5-Recognize revenue when (or as) the Company satisfies a performance obligation

 The
Company's contracts with its customers currently only contain a single performance obligation comprised solely of the sale of IT
equipment. To that extent, the Company does not provide any installation or customization services at this time that might be considered
a separate performance obligation. Further, as noted above, revenue is recognized at a point in time upon delivery of the equipment to
the customer at the agreed upon location. The Company does not currently extend any form of payment terms to its customers and, as such,
full payment for the equipment is received from the customer (via wire payment) immediately upon delivery of the equipment. As full payment
is received only upon delivery, the Company typically does not have the need to recognize contract assets, contract liabilities or accounts
receivable.

 F- 9

 In
determining the transaction price, the Company's contracts with its customers do not include a significant financing component,
noncash consideration or consideration payable to the customer. The Company's contracts do include a refund option whereby the
customer has the right to return the equipment to the Company for a full refund within a stated period after purchase. However, the Company
noted that equipment returns were highly infrequent and were not material to our results of operations. As such, no refund liability
has been recorded.

 Finally,
as it pertains to incremental costs of obtaining a contract, the Company, in accordance with the practical expedient provided in ASC
340-40, has elected to expense when incurred all sales commissions paid to its employees as the amortization period of the asset that
the entity would have recognized would be one year or less.

 Property
and Equipment

 Property
and equipment consists primarily of computer equipment, which is depreciated over an estimated three-year life using the straight-line
method. Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related
accumulated depreciation are removed from the financial statements and any resulting gain or loss is recognized in our results of operations.

 Commitments
and Contingencies

 The
Company accounts for contingencies in accordance with ASC 450-20, Contingencies. Certain conditions may exist as of the date the
financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events
occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.
In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result
in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived
merits of the amount of relief sought or expected to be sought therein.

 If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates
that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then
the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
The Company is not currently involved in any legal proceedings that could require either accrual or disclosure.

 Subsequent
Events

 For
events or transactions that occur after the balance sheet date but before financial statements are issued or are available to be issued
the Company considers whether recognition or disclosure in the financial statements may be required based on the guidance in ASC 855
 Subsequent Events. To that extent, the Company will recognize in its financial statements the effect of all subsequent events
that provide additional evidence about conditions that existed at the date of the balance sheet. Further, the Company does not recognize
subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance
sheet date but before financial statements are issued or are available to be issued. However, certain non-recognized subsequent events
may still be disclosed in order to keep the financial statements from being misleading.

 F- 10

 Recent
Accounting Pronouncements

 In
November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting—Improvements to Reportable
Segment Disclosures ("ASU 2023-07"), which requires incremental disclosures related to a public entity's reportable
segments. Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the
CODM and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference
between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position
of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance
and deciding how to allocate resources. The standard also permits disclosure of more than one measure of segment profit. ASU 2023-07
is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15,
2024. The Company adopted the new standard on September 30, 2025. The adoption of the new standard did not have a material impact to
our financial statements.

 In
December 2023, the FASB issued ASU 2023-09-Income Taxes (Topic 740)-Improvements to Income Tax Disclosures, which requires entities to
provide additional information in the rate reconciliation and additional disclosures about income taxes paid. The guidance should be
applied prospectively and is effective for annual periods beginning after December 15, 2024. The Company does not expect the issued standard
to have a material impact on its financial statements.

 In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses at each interim and annual reporting period. The amendments are effective for annual periods beginning after December 15, 2026, and reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the new ASU to its financial statements.

 3.
 OTHER CURRENT ASSETS

 Other
current assets consisted of the following:

OF OTHER CURRENT ASSETS

 2025

 2024

 Refunds due from suppliers

 $
 -

 $
 664,000

 Total other current assets

 $
 -

 $
 664,000

 4.
 PREPAID EXPENSES

 Prepaid
expenses consisted of the following:

 SCHEDULE OF PREPAID EXPENSES

 2025

 2024

 Prepaid legal fees

 $
 -

 $
 25,000

 Prepaid commissions

 132,625

 4,989

 Other

 12,369

 -

 Prepaid expenses

 $
 144,994

 $
 29,989

 5.
 PROPERTY AND EQUIPMENT

 Property
and equipment consisted of the following:

 SCHEDULE OF PROPERTY AND EQUIPMENT

 Description

 2025

 2024

 Tools, machinery, and equipment

 $
 1,811

 $
 1,352

 Less – accumulated depreciation

 ( 354
)

 ( 23
)

 Total property and equipment, net

 $
 1,457

 $
 1,329

 Total
depreciation expense was $ 331 and $ 23 for the fiscal year ended September 30, 2025 and the period May 3, 2024 (date of formation) to
September 30, 2024.

 6.
 ACCRUED LIABILITIES

 Accrued
liabilities consisted of the following:

 SCHEDULE OF ACCRUED LIABILITIES

 September 30, 2025

 September 30, 2024

 Wages accrual

 $
 102,397

 $
 99,400

 Expenses accrual

 131,115

 32,385

 Payroll tax accrual

 -

 2,400

 Credit card accrual

 18,546

 8,930

 Total accrued liabilities

 $
 252,058

 $
 143,115

 F- 11

 7.
 OTHER CURRENT LIABILITIES

 Other
current liabilities as of September 30, 2024 consisted entirely of a customer deposit received during the period for which the order
was subsequently cancelled. The amount was refunded back to the customer during the year ended September 30, 2025.

 8.
 STOCKHOLDERS' EQUITY

 Upon
formation, the authorized capital of the Company was 100,000,000 shares consisting of 100,000,000 shares of common stock, par value $ 0.0001.

 Ordinary
Shares

 The
Company's common shares do not include any dividend or liquidation preferences, participation rights, call prices or unusual voting
rights.

 Share
Cancellation

 During
October of 2025, certain founders and other Company shareholders voluntarily surrendered an aggregate of 31,752,690 shares of Common
Stock to the Company for no consideration. Consequently, as of the date of the filing, the Company had 9,440,362 shares of Common Stock
outstanding. The cancellation was not given retroactive effect on the balance sheet as, pursuant to SAB Topic 4.C, it was not a stock
dividend, stock split or reverse split.

 9.
 SHARE BASED COMPENSATION

 2024
Equity Incentive Plan

 On
July 1, 2024, the Company's board of directors approved the Company's 2024 Equity Incentive Plan (the "Plan"),
which was designed to attract, retain and motivate key employees, officers, consultants, and directors of the Company (collectively,
the "Eligible Persons") to promote the success of the Company's business. The Plan authorizes the award to Eligible
Persons of stock options, restricted stock, restricted stock units, or other stock-based awards granted under the Plan. Under the Plan,
the Company reserved 10.4 million shares of its stock for issuance to eligible persons.

 Stock
Options

 The
stock options granted during fiscal year 2025 and 2024 have various vesting schedules, ranging from immediate vests to a three-year period
and stock-based compensation expense is recognized on a straight-line basis over the requisite service period as services are performed
throughout that vesting period. Stock option activity for the period was as follows:

OF STOCK OPTION ACTIVITY

 Number of Shares

 Weighted Average Exercise Price

 Weighted Average Remaining Contractual Term

 Aggregate Intrinsic Value

 Nonvested at September 30, 2024

 4,025,000

 $
 0.05

 Granted

 6,996,677

 $
 0.05

 Vested

 ( 3,289,455
)

 $
 0.05

 Forfeited

 ( 3,135,000
)

 $
 0.05

 Nonvested at September 30, 2025

 4,597,222

 $
 0.05

 9.0

 $
 -

 Exercisable at September 30, 2025

 3,289,455

 $
 0.05

 9.0

 $
 -

 F- 12

 The
weighted average grant date fair value options granted during each of the two years ended September 30, 2025 was $ 0.49.

 The
Company utilizes the Black Scholes valuation model to determine the fair value of its granted options. A description of the significant
assumptions used to estimate the fair value of share-based compensation awards was as follows:

OF ESTIMATE FAIR VALUE OF SHARE BASED COMPENSATION AWARDS

 Fiscal Periods Ended September 30, 2025 and 2024

 Expected volatility

 %

 Risk free interest rate

 4.0
 %

 Expected term

 10 years

 Expected dividends

 -

 Current price input

 0.50

 The
Company utilized the practical expedient in ASC 718-10-30 to estimate the fair value of its underlying shares.

 As
of September 30, 2025, there was approximately $ 1.8
million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted. That cost is
expected to be recognized over a weighted-average period of 1.0
year. The Company recognized $ 1,932,864
and $ 158,972
of stock-based compensation during its fiscal years ended September 30, 2025 and 2024, respectively.

 10.
 INCOME TAXES

 The
Company accounts for income taxes under ASC 740 - Income Taxes ("ASC 740"), which provides for an asset and liability approach
of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax
consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts calculated for income tax purposes. The Company did not recognize any current or deferred
taxes for its fiscal year ended September 30, 2025.

 The
Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making
such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable
temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed
the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required since the
Company has no history of generating taxable income.

 A
reconciliation of the federal income tax rate to the Company's effective tax rate at September 30, 2025 and 2024 is as follows:

OF RECONCILIATION OF THE FEDERAL INCOME TAX RATE

 2025

 2024

 September
 30,

 2025

 2024

 Federal Statutory Rate

 %

 %

 State tax, net of income tax benefit

 %

 %

 Effect of permanent difference

 - 11
 %

 - 0.1
 %

 Change in valuation allowance

 - 10
 %

 - 20.9
 %

 Effective income tax
 rate reconciliation

 -

 -

 F- 13

 Further,
the components of our deferred tax assets and liabilities, which were fully offset with a valuation allowance, were as follows as of
September 30, 2025 and 2024:

OF DEFERRED TAX ASSETS AND LIABILITIES

 Deferred Tax Assets:

 2025

 2024

 Deferred Tax Assets:

 2025

 2024

 Operating loss carryforward

 $
 454,843

 $
 38,575

 Start-up costs

 -

 1,103

 Total Deferred Tax Assets

 $
 454,843

 $
 39,678

 Deferred Tax Liabilities:

 Depreciation

 $
 ( 295
)

 $
 ( 225
)

 Total deferred tax liabilities

 ( 295
)

 ( 225
)

 Net deferred tax assets

 454,549

 39,453

 Valuation allowance

 ( 454,549
)

 ( 39,453
)

 Total net deferred tax assets

 $
 -

 $
 -

 The
Company's ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income.
Future utilization of the net operating loss carry forwards is subject to certain limitations under Section 382 of the Internal Revenue
Code. As of September 30, 2025, the Company had federal and state net operating loss carryforwards available to offset future taxable
income in the amounts of approximately $ 2,160,666, which does not expire.

 The
Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will
recognize interest and penalties related to any uncertain tax positions through its income tax expense.

 11.
 CONCENTERATION OF CUSTOMERS

 Revenues
from two customers of the Company represented $ 3.5 million and $ 0.2 million, or 94 % and 6 %, of the Company's revenues for its fiscal
year ended September 30, 2025. Revenues from two customers of the Company represent $ 5.3 million and $ 1.6 million, or 77 % and 23 %, of
the Company's revenues for its fiscal year ended September 30, 2024.

 12.
 SUBSEQUENT EVENTS

 Common
Stock Cancellations

 Effective
as of October 8, 2025, certain founders and other Company shareholders voluntarily surrendered an aggregate of 31,752,690 shares of Common
Stock to the Company for no consideration. Consequently, as of the date of the filing, the Company had 9,440,362 shares of Common Stock
outstanding.

 F- 14

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 Not

 ITEM
9A. CONTROLS AND PROCEDURES

 Disclosure
Controls and Procedures

 Our
Company conducted an evaluation, under the supervision and with the participation of the Company's management, including the Company's
principal executive officer and principal financial officer, of the effectiveness of the design and operation of its disclosure controls
and procedures as defined in Rules 13a-15(e) and 15-d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") as of the end of the period covered by this Form 10-Q. Based on that evaluation, our Company's principal executive
officer and principal financial officer have concluded that our disclosure controls and procedures were not effective.

 Management's
Annual Report on Internal Control over Financial Reporting

 This
annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation
report of the company's registered public accounting firm due to a transition period established by rules of the Securities and
Exchange Commission for newly public companies.

 Changes
in Internal Controls over Financial Reporting

 There
have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) during the period covered by this Form 10-K that have materially affected or are reasonably likely to materially affect, our internal
control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 Not applicable

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not applicable

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors,
executive officers, promoters and control persons

 Name

 Age

 Positions(s)

 Deven
 Soni

 Chairman,
 President and Chief Executive Officer

 Christopher
 Creatura

 Chief
 Financial Officer

 David
 Hackett

 Director

 Jaime
 Leverton

 Director

 (1) Directors currently have an indefinite term of
office and have served in that capacity since July of 2024.

 Family Relationships

 Not applicable

 Business
Experience

 Deven
Soni is our Chairman, President, Chief Executive Officer and Director and has served in that capacity since May 3, 2024. Mr.
Soni, age 45, combines over 20 years of experience in senior management within the investment and technology industries, following a
2-year career as an investment banker at Lazard (2002–2004). From 2006 to 2008, he was an Investment Professional at Goldman Sachs,
focusing on technology buyouts and venture capital, and from 2008 to 2010, he held a similar role at Highland Capital Partners. Mr. Soni
co-founded Wired Investors (2016–2022), a tech-focused buyout firm, and Acquira (2018–2022), a business acquisition vehicle.
He served as Founding COO at Tokens.com (2021–2023), a blockchain infrastructure company, and co-founded Snowball Industries in
2020, an HVAC roll-up. Currently, Mr. Soni is Chairman of the Board at Matador Gold Technologies (2022–Present) and serves on the
boards of Snowball Industries (2020–Present), and Polymath Research Inc. (2017–Present). He holds a Bachelor of Science degree
in Business Administration from the University of California, Berkeley (1998–2001).

 Christopher
Creatura is our Chief Financial Officer and has served in that capacity since May 3, 2024. Mr. Creatura, age 35, is a finance
professional and investor. He began his career as a consultant at Deloitte. He moved into investment banking at BofA Merrill Lynch and
then private equity at Enduring Ventures. He has since held executive roles at Bluefin Trading (VP of Growth) and Live Patrol (CFO &
CSO). He has also advised on M&A transactions and capital raises through his firm Conway Merchants. Mr. Creatura serves on the board
of The Fitting Room. He is a CPA.

 David
Hackett serves on our Board of Directors and has served in that capacity since July 1, 2024. David Hackett, Director, age 61,
combines over 20 years of experience in senior management as a Director and/or Chief Financial Officer. He was previously the CFO of
48North Cannabis Corp., a licensed cannabis producer (TSXV:NRTH); Mavencare Inc., providing personalized home care services to keep seniors
safe and independent at home; Coupgon Inc, Canada's first fully digital grocery coupon solution (sold to a joint venture between
Yellow Pages and CGI), and Diversinet Corp., a Nasdaq and TSXV listed company, specializing in the infrastructure that wireless software
applications need for secure, confidential and authenticated data exchanges. He is also currently a director of Ayurcann Holdings Corp.,
a licensed producer under the Cannabis Act (Canada); Polymath Research Inc., a software development company and Belmont House Foundation,
a long-term care facility. Mr. Hackett is a CA, CPA and holds an MBA from the Ivey Business School at the Western University.

 Jaime
Leverton serves on our Board of Directors and has served in that capacity since July 1, 2024. Jaime Leverton, Director, age 48, combines
over 24 years of experience in senior management within the technology and digital infrastructure industries. She has held leadership
roles at prominent companies, including IBM (2000–2009), Bell Canada (2010–2014), BlackBerry (2014–2016), National
Bank of Canada (2016–2017), Cogeco Peer 1 (2017–2019), and eStruxture Data Centers (2019–2020). Most recently, she
served as CEO of Nasdaq-listed Hut 8 Mining Corp. (2020–2024), where she led strategic transformation and growth. Ms. Leverton
is currently the CEO of Ulys Holdings (2024–Present) and Chairperson of Synteq Digital (2024–Present). She holds a Bachelor
of Social Science from the University of Ottawa, an MBA from Dalhousie University, and an ICD.D designation from the Rotman School of
Management.

 Involvement
in Certain Legal Proceedings

 Not

 Promoters
and Control Persons

 Not

 Code
of Ethics

 On
September 12, 2024 the Board of Directors adopted a Code of Ethics and Business Conduct which is applicable to our future employees,
and which also includes a Code of Ethics for our chief executive and principal financial officers and any persons performing similar
functions. A code of ethics is a written standard designed to deter wrongdoing and to promote:

 honest
 and ethical conduct,

 full,
 fair, accurate, timely and understandable disclosure in regulatory filings and public statements,

 compliance
 with applicable laws, rules and regulations,

 the
 prompt reporting violation of the code, and

 accountability
 for adherence to the code.

 Please
refer to exhibit 14.1 attached to this filing for additional information regarding our code of ethics.

 Nominating
Committee-Material Changes to Procedures

 The
Company does not currently have procedures by which security holders may recommend nominees to our board of directors.

 Audit
Committee

 As
the Company is not considered a listed issuer (as defined in Rule 10A-3 of the Exchange Act) the information in Item 407(d)(4)(ii) of
Regulation S-K has not been provided. Further, as i) the Company is a smaller reporting company and ii) this is our first annual report
following the effective date of our first registration statement filed under the Securities Act, the Company has not provided the information
in Item 407(d)(5) of Regulation S-K.

 Insider
Trading Arrangements and Policies

 The
Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities
by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading
laws, rules and regulations. The Company is not subject to any listing standards at this time. A copy of the Company's insider
trading policy has been attached to this filing in exhibit 19.1.

 ITEM
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table

 The
following table summarizes all compensation for the two years ended September 30, 2025 earned by our "Executive Officers".

 Name and principal position

 Year

 Salary ($)

 Stock Awards ($)

 Option Awards ($)

 Nonequity incentive plan compensation ($)

 Nonqualified deferred compensation earnings ($)

 All Other Compensation ($)

 Total ($)

 Devon Soni-Chairman, President and Chief Executive Officer

 2025

 $
 164,000

 58,200

 30,000

 $
 252,200

 2024

 $
 60,000

 -

 1,177,500

 -

 -

 -

 $
 1,237,500

 Christopher Creatura-Chief Financial Officer

 2025

 $
 165,000

 68,713

 $
 233,713

 2024

 $
 60,000

 -

 363,750

 -

 -

 -

 $
 423,750

 Chris Johnson-Chief Sales Officer

 2025

 $
 75,000

 -

 $
 75,000

 2024

 -

 -

 242,500

 -

 -

 -

 $
 242,500

 (1)
The Company was formed on May 3, 2024

 (2)
For information regarding the assumptions made in determining the fair value of the granted options please refer to the footnotes to
the Company's consolidated financial statements included in the filing

 (3)
Chris Johson, former Chief Sales Officer, was separated from the Company during August of 2025. As a result of the separation options
that were granted during the year were subsequently cancelled.

 (4)
For Christopher Creatura, $60,000 of his 2025 salary was accrued for as of September 30, 2025

 Narrative
Disclosure to Summary Compensation Table

 On
July 1, 2024, we entered into an employment agreement with Mr. Deven Soni for his services as our Chief Executive Officer and President.
The agreement is for a period of 5 years and renews automatically thereafter for subsequent one-year terms. Pursuant to the agreement,
Mr. Soni received a base salary of $120,000 from July 1, 2024, to December 31, 2024. Effective January 1, 2025, the Base Salary increased
to $180,000 per year. He has an opportunity to receive performance-based compensation in the amount of 50% of his base salary, and in
no event less than $40,000, based upon the achievement of annual performance goals established by the Board/Compensation

 Committee
of the Board (the "Compensation Committee"). In addition, Mr. Soni was also granted 1,500,000 options during July of 2024.
The options vest ratably over a three-year period (with 1/3 rd vesting at each anniversary of the grant date) and do not contain
any provision that could cause the exercise price to be lowered. In January 2025, the Company granted Mr. Soni an additional 120,000
stock options as his performance bonus for fiscal year 2024. The options vested immediately upon grant. He is also eligible to participate
in any long-term incentive compensation programs that become available to our executive officers. Mr. Soni has 14 days of paid vacation
per calendar year (prorated for partial years) in accordance with the Company's vacation policies, as in effect from time to time.
To the extent permitted under applicable law, Mr. Soni's vacation time that accrues during any given year may not roll over to
a subsequent year. Mr. Soni is further entitled to participate in other benefit plans made available to our employees and executive officers
from time to time.

 On
July 1, 2024, we entered into a consultant agreement with Mr. Creatura for his services as our Chief Financial Officer. Pursuant to the
agreement, Mr. Creatura received a base fee of $120,000 from July 1, 2024, to December 31, 2024. Effective January 1, 2025, the base
fee increased to $180,000 per year.. He has an opportunity to receive performance-based compensation in the amount of 50% of his base
fee, and in no event less than $40,000, based upon the achievement of annual performance goals established by the Board/Compensation
Committee of the Board (the "Compensation Committee"). In addition, Mr. Creatura was also granted 750,000 options during
July of 2024. The options vest ratably over a three-year period (with 1/3 rd vesting at each anniversary of the grant date)
and do not contain any provision that could cause the exercise price to be lowered. In January 2025, the Company granted Mr. Soni an
additional 120,000 stock options as his performance bonus for fiscal year 2024. The options vested immediately upon grant. In addition,
during January 2025, the Company granted Mr. Creatura 21,677 stock options in recognition of services rendered during fiscal year 2024.
These options also vested immediately upon grant. He is also eligible to participate in any long-term incentive compensation programs
that become available to our executive officers.

 On
July 1, 2024 we entered into a consultant agreement with Mr. Christopher Johnson for his services as Chief Sales Officer. Pursuant to
the agreement, Mr. Johnson received a base fee of $180,000 beginning January 1, 2025. Additionally, he received a commission on sales
he originated. He had an opportunity to receive performance-based compensation in cash or shares based on gross profit targets. During
the period ended September 30, 2025, Mr. Johnson received a $78,080 commission for sales of equipment to customers. In addition, Mr.
Johnson was also granted 500,000 options during July of 2024. The options vested ratably over a three-year period (with 1/3 rd vesting
at each anniversary of the grant date) and did not contain any provision that could cause the exercise price to be lowered. In January
2025, the Company granted Mr. Johnson 2,000,000 stock options. The options vested ratably over a three-year period (with 1/3 rd vesting
at each anniversary of the grant date). He was also eligible to participate in any long-term incentive compensation programs that become
available to our executive officers. Mr. Johnson's consulting agreement with the Company terminated in August 2025. As a result
of his separation from service, all unvested stock options were automatically cancelled in accordance with the terms of his option agreement,
and Mr. Johnson did not retain any rights to the unvested portion of the award.

 Outstanding
Equity Awards at Fiscal Year-End Table

 Option awards

 Stock awards

 Name

 Number of
 securities underlying
 unexercised options
 exercisable
 (#)

 Number of
 securities underlying
 unexercised options
 unexercisable
 (#)

 Equity incentive
 plan awards:
 Number of securities
 underlying unexercised
 unearned options
 (#)

 Option
 exercise
 price
 ($)

 Option
 exerpiration
 date

 Number of
 shares or units
 of stock that
 have not vested (#)

 Market Value of
 shares or units
 of stock that
 have not vested ($)

 Equity incentive
 plan awards:
 Number of unearned
 shares, units or
 other rights that
 have not vested
 (#)

 Equity incentive
 plan awards:
 Market or payout value
 of unearned shares,
 units or other rights
 that have not vested
 ($)

 Devon Soni

 703,333

 -

 916,667

 $
 0.05

 July 1, 2034 through January 1, 2035

 -

 -

 -

 -

 Chris Creatura

 433,434

 -

 458,243

 $
 0.05

 July 1, 2034

 -

 -

 -

 -

 Director
Compensation

 The
Company's directors did not receive any compensation during our fiscal year ended September 30, 2025.

 Disclosure
of the registrant's policies and practices related to the grant of certain equity awards close in time to the release of material
nonpublic information.

 Not

 Compensation
Committee Interlocks and Insider Participation and Compensation Committee Report

 As
a smaller reporting company we are not required to provide the information in Item 407(e)(4)-(5) of Regulation S-K.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Title of class

 Name and address of benefical owner

 Amount and nature

 of benefical ownership

 Percent of Class

 AASD Capital LLC (Devon Soni)
 1887 Whitney Mesa Dr. #9810
 Henderson, NV 89014, USA

 2,571,000

 %

 TDK Cashflow Ltd. (Trevor Koverko)
 180 University Ave, Suite 6202
 ON, M5H OA2, Canada

 1,900,000

 %

 Tiger Trout Capital Puerto Rico LLC (Allan Masley)
 1357 Ashford Ave. Ste 2-267
 San Juan, PR USA 907

 830,000

 %

 (1)
Based on the Company's shareholder report as of the date of the filing which reflected 9,440,362 common shares outstanding.

 (2)
Amount includes 786,000 shares with respect to which such listed beneficial owner has the right to acquire beneficial ownership as specified
in Rule 13d-3(d)(1) under the Exchange Act.

 SECURITY
OWNERSHIP OF MANAGEMENT

 Title of class

 Name of benefical owner

 Amount and nature

 of benefical ownership

 Percent of Class

 Devon Soni

 2,571,000

 %

 Christopher Creatura

 272,000

 %

 David Hackett

 170,000

 %

 Jaime Leverton

 72,052

 %

 Directors and Exectuive Officers as a group

 3,085,052

 %

 (1)
Amount includes 786,000 shares with respect to which the person has the right to acquire beneficial ownership as specified in Rule 13d-3(d)(1)
under the Exchange Act.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 Transactions
with Related Persons, Promoters and Certain Control Persons

 The
Company did not enter into any related party transactions during the two years ended September 30, 2025.

 Director
Independence

 Our
board consists of three directors, two of which are considered independent. While the Company has an audit committee, we do not have
compensation or nominating committee. Further, while the Company is not a listed issuer, it uses the definition of independence as outlined
in NASDAQ's Corporate Governance Requirements section.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 For the fiscal year ended September 30,

 2025

 2024

 Audit Fees

 $
 76,000

 $
 30,000

 Audit Related Fees

 -

 -

 Tax Fees

 -

 -

 Other Related Fees

 -

 -

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 SIGNATURES

 Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized.

 /s/
 Deven Soni

 Deven
 Soni

 Chairman,
 President, Chief Executive Officer

 December
 29, 2025

 Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.

 /s/
 Christopher Creatura

 Christopher
 Creatura

 Chief
 Financial Officer

 December
 29, 2025

 EXHIBIT

 Exhibit
 Number

 Name/Identification
 of Exhibit

 3.1+

 Articles of Incorporation

 3.2+

 Bylaws

 10.1+

 Form of Vertical Data, Inc's 2024 Equity and Incentive Plan

 14.1+

 Code of Ethics

 19.1*

 Insider Trading Policies and Procedures

 31.1+

 Rule 13a-14/15d-14 Certification of the CEO

 31.2+

 Rule 13a-14/15d-14 Certification of the CFO

 32.1+

 Section 1350 Certifications of the CEO

 32.2+

 Section 1350 Certification of the CFO

 101. INS

 101.SCH

 Schema Document*

 101.CAL

 Calculation Linkbase Document*

 101.DEF

 Definition Linkbase Document*

 101.LAB

 Label Linkbase Document*

 101.PRE

 Presentation Linkbase Document*

 Cover Page Interactive

 +
previously filed

 *
Filed herewith