MERCALOT INC. 10-K

 false 2025 FY 0002029014

 2024-07-01

 2024-12-31

 2025-08-12

 2024-04-24

 2024-04-23

 2024-04-23

 2024-04-23

 2024-04-23

 2024-04-24

 2024-04-24

 2024-04-24

 2024-07-01

 2024-07-01

 2024-07-01

 NONE:ReyesAndVargasMember

 NONE:RestrictedCommonStockMember
 NONE:BlasMayorReyesMember

 2024-04-01
 2024-04-30

 2024-12-01
 2024-12-31

 2025-01-01
 2025-01-31

 2025-02-01
 2025-02-28

 2025-03-01
 2025-03-31

 2025-04-01

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 Form 10-K

 Annual Report pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934

 For the fiscal year ended June 30, 2025

 Transition Report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934

 For the transition period from __________ to __________

 Commission File Number: 333-281804

 MERCALOT INC.

 (Exact name of small business issuer as specified in its charter)

 Wyoming

 7380

 36-5105082

 (State or other jurisdiction of
 incorporation or organization)

 (Primary Standard Industrial
 Classification Number)

 (IRS Employer
 Identification Number)

 C/ de l'Illa Formentera, 54, Quatre Carreres,

 46026 Valencia, Spain

 Telephone:
+1 3072630861

 Email: mercalot.inc@safedealconnect.com

 (Name, address, including zip code, and telephone
number, including area code, of registrant's principal executive offices)

 None

 Securities registered under Section 12(b) of the Exchange Act

 None

 Securities registered under Section 12(g) of the Exchange Act

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

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

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

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

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

 Large accelerated filer

 Accelerated
 filer

 Non-accelerated filer

 Emerging
 growth company

 Smaller
 reporting 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.

 Indicate 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 (15 U.S.C. 7262(b)) 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.

 Indicate 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).

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

 State the aggregate market value
of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last
sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed
second fiscal quarter. $ 0

 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the most
practicable date:

 Common stock $0.01 per share; 5,735,200
common shares issued and outstanding as of August 12, 2025.

 Page

 Item 1.

 Description of Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity.

 Item 2

 Descriptioin of Property.

 Item 3.

 Legal proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item 5.

 Market for Common Equity and Related Stockholder Matters.

 Item 6.

 Selected Financial Data.

 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.

 Financial Statements and Supplementary Data.

 Item 9.

 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item 9A (T).

 Controls and Procedures

 Item 9B.

 Other Information.

 Item 10

 Directors, Executive Officers, Promoters and Control Persons of the Company.

 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

 Item 16.

 Form 10-K Summary

 Signatures

 i

 Item 1. Description of Business

 Forward-looking statements

 Statements made in this Form 10-K that are not
historical, or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of
the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be
identified using terms such as "may," "will," "expect," "believe," "anticipate," "estimate,"
"approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to
the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which
speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future.
However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations and events and those presently anticipated or projected.
We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of
such statement or to reflect the occurrence of anticipated or unanticipated events.

 Financial information contained in this report
and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted
accounting principles.

 GENERAL INFORMATION

 Mercalot Inc. was incorporated on April 24, 2024
under the laws of the state of Wyoming. We are a development stage company that is providing an e-commerce and classifieds platform, which
are also known as online marketplace. We have purchased a mobile application known as "SafeDeal Connect", which is already
working, but we also intend to add more features to make the app better and offer wider range of services.

 Currently, we have no employees, only our officers
and directors Mr. Blas Mayor Reyes and Isabel Marin Vargas. Our executive and business office is located at C/ de l'Illa Formentera,
54, Quatre Carreres, 46026 Valencia, Spain, and our telephone number is +13072630861.

 Our business is an online platform that combines
the ability to place offers and orders for services, creating a convenient environment for interaction between buyers and service providers.
"SafeDeal" aims to ensure the reliability and security of the entire process: from searching to dealings. The application
strives to become a reliable partner that will support the user at every step. Our mission is to develop a convenient and secure platform.
Starting in the Spanish market, we have significant plans for expansion into the broader European market.

 Marketplace platforms hold immense relevance and
importance in today's interconnected and digital world. These platforms, where buyers and sellers converge to exchange goods, services,
and ideas, play a pivotal role in shaping the modern economy. Here is why they are so significant:

 Global Connectivity: marketplace platforms break
down geographical barriers, connecting individuals and businesses on a global scale, meaning that sellers can reach a vast audience, and
buyers can access a diverse range of products and services from around the world.

 Economic Empowerment: these platforms
empower individuals and small businesses by providing a level playing field, allowing entrepreneurs to easily set up virtual storefronts,
reaching potential customers without the need for a physical presence; this democratization of commerce contributes to economic empowerment.

 Efficiency and Convenience: marketplace
platforms streamline the buying and selling process, making it efficient and convenient by allowing users to browse, compare, and make
a deal with just a few clicks, eliminating the traditional hassles associated with commerce.

 Diverse Product and Service Offerings:
our marketplace platform offers a comprehensive range of services and products, organized into the following categories:

 Services:

 -

 Design (services in graphic design, logo creation, and branding, catering to businesses and individuals looking to enhance their visual identity);

 -

 Development and IT (web and software development, app development, IT support, and other technology services for clients seeking custom digital solutions);

 -

 SEO and Traffic (services to improve website search engine rankings, drive traffic, and optimize digital presence for businesses aiming to enhance online visibility);

 -

 Social media and Advertising (social media management, digital marketing strategies, and online advertising services for brands looking to grow their audience and reach);

 -

 Audio, Video, and Shooting (professional services for video production, audio editing, photography, and videography for personal or commercial projects);

 -

 Texts and Translations (writing, copywriting, editing, and translation services across multiple languages for diverse content needs);

 -

 Business and Life (consulting services for business strategy, personal development, life coaching, and other professional advice tailored to personal and business growth).

 Products:

 -

 iTunes & App Store (digital products and services available for purchase through major app platforms like iTunes and the App Store);

 -

 Audiobooks (audio versions of books across genres, catering to listeners seeking educational or recreational content);

 -

 Databases (collections of data and resources, including educational materials, industry data, and research tools);

 -

 Video and Audio Courses, Lessons (digital courses and lessons covering a wide range of topics, from professional skills to personal hobbies);

 -

 Web Sites (pre-built websites and templates for individuals and businesses looking to establish an online presence quickly);

 -

 Mobile Applications (access to and downloads of mobile applications for a variety of uses, from productivity to entertainment);

 -

 Access to Resources (subscriptions or one-time purchases for exclusive access to digital libraries, educational content, and other resources);

 -

 Game Accounts and Currency (virtual items such as game accounts and in-game currency for popular video games, catering to gaming enthusiasts);

 -

 Gift Certificates and Invitations (digital gift certificates for various services and personalized invitations for events and special occasions);

 -

 Forecasts and Social Networks (industry trend forecasts, market research reports, and tools to grow and manage social media presence);

 -

 Hosting (web hosting services for individuals and businesses, enabling them to host websites, applications, and digital content online);

 -

 Miscellaneous (user-uploaded products such as secondhand clothes, handmade crafts, and other physical items, creating a versatile marketplace for unique and personalized goods).

 By offering a diverse selection of goods and services,
our platform aims to serve a wide range of consumer preferences, from individual creators and small businesses to consumers looking for
unique products and professional services. This diversity enhances our marketplace's inclusiveness and caters to both digital and
physical product needs.

 Innovation Hub: these platforms often serve as
hubs for innovation, where entrepreneurs can test new ideas, products, or services without significant upfront costs, fostering a culture
of creativity and continuous improvement.

 Data-Driven Insights: the data generated by marketplace
platforms provide valuable insights into consumer behavior, market trends, and preferences, allowing businesses to make informed decisions
and tailor their offerings to meet customer demands.

 "SafeDeal" app is new and convenient
online marketplace, where every seller can find their buyer and every customer can find what they need. The platform provides an opportunity
for both sellers and buyers to place ads for goods and services they want to sell or buy. By combining accessibility, efficiency, and
trust, the application transforms the way people in Spain engage in buying and selling, shaping a more connected and empowered society.
We provide our customers with a user-friendly application that caters to both seasoned service providers and sellers and newcomers alike.
The interface is designed with simplicity in mind, ensuring a smooth and intuitive experience for users of all backgrounds. Whether you're
looking to sell pre-loved items, discover unique treasures, or engage in professional service providing, "SafeDeal" has you
covered. Here are services that we can offer in our application:

 User-Friendly Interface (navigate effortlessly through the app's clean and intuitive design, making buying and selling a breeze)

 Protection of Personal Data (utilization of state-of-the-art encryption technologies to ensure the confidentiality of personal data; two-factor authentication for an additional layer of security)

 Identity Verification (identity verification through email or nickname; blocking suspicious accounts)

 Personalized Profiles (users can create their unique profile to showcase their listings, reviews, and ordering history; also, they can connect with other users and build a trusted network within the community)

 Placing offers (users can create offers for the provision of various services; detailed descriptions, photos and prices allow you to present your services in the best possible way)

 Ordering services (users can place orders for the services they need, specifying details and deadlines; users can also look for the services in the catalog of all the offers in the application; reviews and ratings help to choose the best performers)

 Dynamic Categories (exploring a diverse range of categories, from electronics and fashion to real estate and services)

 Chat and notifications (built-in chat for convenient communication between the client and the contractor; notifications about the status and changes in orders)

 Customer Support (providing 24/7 customer support to address user queries and resolve potential issues)

 The links for the "SafeDeal" application:

 In Google Play –

 In App Store –

 Website – safedealconnect.com/

 There are also several features that we intend
to successfully implement in the future:

 Premium accounts for users: Introducing a paid package for users that provides additional features such as access to exclusive services, advanced search capabilities, and personalized recommendations.

 Paid packages for the contractors: Fulfillers can subscribe to premium packages to increase visibility and the number of orders. Packages may include priority visibility, the ability to add more photos, or highlighting in search results.

 Advertising campaign options: Introducing paid options for service providers and businesses to promote their services to their target audience through customized advertising campaigns.

 Affiliate programs: Creating affiliate programs for other businesses and services that allow you to receive commissions from genuine sales made through affiliate links or promotional codes.

 Analytics and data: Collecting and analyzing user data to provide insights to product sellers and service providers. This could include anonymized data on user's search history, their preferences and requirements. Charging fees for access to this data. The prices for data analytics can vary depending on the level of access and the type of data provided.

 Additional services: Offering additional paid services, such as transaction security consultations, insurance, and other services that improve the user experience.

 For a better understanding of how the "SafeDeal"
app works, let's consider two scenarios of using the app:

 I.

 Ordering a service

 1)

 the user registers or logs into their account

 2)

 then access the catalog of posted services and goods

 3)

 use filters to specify a service or product for a smaller sample or enter the name in the search field

 4)

 select the service or product of interest and contact the seller to receive it using the appropriate button in the service window

 II.

 Placing a service

 1)

 after logging in to the application, click the create service button

 2)

 select the type: sale of a service or product, category, write a description and set a price

 3)

 the created service or product is put up for sale and displayed in the catalog, wait for your buyer

 We plan constantly expand the functionality in
our services to make our application more attractive for our consumers. We have purchased the mobile application with LABRIS LIMITED for
iOS and Android platforms and the website for total consideration of US $47,000.

 The Company's revenues are expected to be
derived mostly from advertising and partnerships, but there are also several revenue opportunities that we intend to use in the future,
such as premium account subscriptions, paid packages for the contractors, affiliate programs, analytics and data, additional paid services,
such as transaction security consultations, insurance, and other services that improve the user experience. For a more detailed description
of all earning opportunities, see the "Revenue" section below.

 REVENUE

 Advertising – generating income through in-app advertising, including:

 -

 Banner ads that will feature static or animated images or media and will be strategically positioned in prominent areas of the app. This form of advertising is appealing as it can increase exposure for a wide range of services and products, leading to potential customer leads.

 -

 Pop-up windows that represent another impactful aspect of our advertising services, these pop-ups will appear at the center of the screen, effectively capturing the attention of users.

 Partnerships – generating revenue through collaborations with companies offering services via the app, including:

 -

 Lead Generation Fees – a commission for every customer referred to partner companies through the marketplace.

 -

 Listing Fees – charging partner companies a fee to list their services or products in the top of the marketplace.

 We will negotiate agreements where the platform
earns a share of the increased revenue that partner companies receive from our referrals. The partnership provides top priority to services
and products in the catalog list, their recommendation to customers and, as a result, attracting users' attention to the services
and products of the partners.

 Current Service Pricing:

 Advertising: $0.50-$1.00 per click or monthly advertising $150-$1,000 for pop-up window; $400-$700 monthly for banner ads.

 Partnerships: $5-$25 for the placed service or product or $500-$1000 monthly subscription for all placements of the partner.

 In future the additional source of revenue could
be through other services:

 Premium accounts for users: Introducing a paid package for users that provides additional features such as access to exclusive services, advanced search capabilities, and personalized recommendations.

 Paid packages for the contractors: Fulfillers can subscribe to premium packages to increase visibility and the number of orders. Packages may include priority visibility, the ability to add more photos, or highlighting in search results.

 Advertising campaign options: Introducing paid options for service providers and businesses to promote their services to their target audience through customized advertising campaigns.

 Affiliate programs: Creating affiliate programs for other businesses and services that allow you to receive commissions from genuine sales made through affiliate links or promotional codes.

 Analytics and data: Collecting and analyzing user data to provide insights to product sellers and service providers. This could include anonymized data on user's search history, their preferences and requirements. Charging fees for access to this data. The prices for data analytics can vary depending on the level of access and the type of data provided.

 Additional services: Offering additional paid services, such as transaction security consultations, insurance, and other services that improve the user experience.

 Future Service Pricing:

 Premium accounts for users: $10-$30 monthly subscription.

 Paid packages for the contractors: $200-$500 per package, depending on the type of the package.

 Advertising campaign options: $1-$3 per click or monthly advertising $200-$1,000

 Affiliate programs: $500-$2,000 per program, depending on the type of the program

 Analytics and data: $50-$200 per report, depending on the level of detail and analysis provided.

 Additional services: additional $10-$30 monthly subscription.

 The "Current Service Pricing" and
"Future Service Pricing" sections reflect price ranges that have been determined based on market analysis, industry standards,
and the perceived value of our offerings. These price estimates are dynamic and may be adjusted in response to a variety of elements,
such as shifts in the market, improvements to services, and input from customers.

 OUR ASSET MOBILE APPLICATION AND WEBSITE

 We have a mobile application for Android and IOS
platforms known as "SafeDeal Connect". The address in Play Market is
and in App Store –  Our app is ready to use, but we also intend to
add more features to make the app better and offer wider range of services.

 The backend infrastructure of our application
is built on the Node.js software platform, employing the Express.js framework to streamline communication with the client via HTTP requests.
For the backend, MongoDB, a NoSQL database, is integrated to enhance flexibility and scalability in handling dynamic data. MongoDB's
document-oriented approach proves invaluable, allowing seamless adaptation to evolving data structures. On the front end, the user interface
is constructed using the React JavaScript library, known for its declarative and efficient approach to building interactive UIs. React's
component-based architecture facilitates modular and maintainable code, contributing to a smooth and responsive user experience.

 The main functionality features and opportunities
of the application are:

 user registration via email

 view and edit your profile

 saving and further viewing of your favorite offers

 change the application theme from light to dark

 the ability to contact support

 change the language to the user's preference: English or Spanish

 placing orders and offers

 viewing services and offers of other users, searching them by category, cost, and novelty

 chat to communicate with the service provider

 Here are some of the technologies that we intend
successfully work with and which will be implemented in our project, and the next steps in developing "SafeDeal" application
will be:

 improvement of security and privacy system

 improvement of user chat

 location-Based Searches

 analytics and data

 additional services, such as transaction security consultations, insurance, and other services that improve the user experience

 affiliate programs

 premium accounts for users

 targeted advertising

 Our website (safedealconnect.com/)
is for informational purposes only and does not have the functionality of a mobile application. It provides users with information about
the "SafeDeal" app, our company and contacts.

 MARKET OVERVIEW

 According to the recent reaches of Forbes, by
2027, 23% of retail purchases are expected to take place online and the e-commerce market is expected to total over $7.9 trillion. Various
marketplaces make it possible not only to shop online but also to order various services, from painting to software development, without
even leaving home. To quote the above-mentioned Forbes article: "If you're looking for a way to boost your sales and take
your business to new heights, e-commerce should be on your radar." Therefore, it goes without saying that e-commerce is at the peak
of popularity and continues to grow rapidly.

 Spain is no exception. According to Statistic,
a global data and business intelligence platform, retail e-commerce sales compound annual growth rate (CAGR) from 2024 to 2028 in Spain
is 8.22% annually. In addition, there are other factors that demonstrate the relevance of online marketplaces in our days:

 -

 Gig economy activities are gaining popularity among independent professionals and entrepreneurs, making such platforms relevant to this rapidly growing audience.

 -

 The general trend towards a mobile lifestyle in Spanish society is driving the popularity of mobile apps for various daily tasks, including searching and providing services.

 -

 Considering local cultural aspects and peculiarities of the Spanish market allows creating a product that more closely matches the expectations and needs of users.

 -

 Such platforms can act as a catalyst for the development and support of small businesses and freelancers, adding social and economic value.

 As the digital economy evolves, "SafeDeal
Connect" remains dedicated to connecting, empowering, and providing a dynamic platform for individuals and businesses to thrive
in the Spanish e-commerce ecosystem.

 COMPETITION

 There are numerous global companies in the industry.
Among them: Craigslist, Gumtree, OLX, Mercari and others. They provide their services in English and other different languages, as usual,
but all these companies operate in Spain, or at least in some parts of it, but they are focused on the global market rather than on a
specific country, so we believe that we can start by carving out a niche in the Spanish market. Most of these companies are privately
held; therefore, our future competitors will be substantially larger than our Company and have greater financial and technical resources,
industry expertise, and managerial capabilities than we have. Most of our competitors benefit from established brand awareness with current
and prospective customers.

 We believe that industry competition for customers
is primarily based on brand recognition, marketing, price, and quality of service. We hope to be able to compete effectively based on
these factors though we primarily hope to develop a niche market firstly in Spain then we plan to operate over the European countries.

 MARKETING & SALES STRATEGY

 A significant portion of our earnings will be
allocated to enhancing our mobile application's improvement and expanding its functionality. This investment aims to attract a broader
audience and enhance the appeal of our services. Additionally, a substantial share of our revenue will be dedicated to advertising and
marketing efforts to promote our services effectively.

 Firstly,
our officers and directors, Blas Mayor Reyes and Isabel Marin Vargas will promote our products mouth-to-mouth and present our platform
"SafeDeal Connect " as full working convenient online marketplace. Eventually,
we intend to employ the freelance marketing manager, who will be response for the online advertising and sales.

 We plan for our app to be marketed in such ways:

 -

 Unique Selling Proposition (we clearly define our advantages apart from competitors and will use them to promote our product).

 -

 Brand Identity (developing a strong and consistent brand identity across all channels).

 -

 Search Engine Optimization (optimizing content for search engines to improve visibility).

 -

 Social Media Presence (utilizing platforms relevant to our audience for engagement and promotions).

 -

 Blog Articles and Guides (sharing valuable content related to our marketplace to attract and educate users).

 -

 Video Content (creating engaging videos showcasing the benefits of our app and its features).

 -

 User-generated Content (encouraging users to share their experiences on social media and within the app).

 -

 Identify Influencers (collaborating with influencers in our industry to extend our reach).

 -

 Strategic Alliances (forming partnerships with complementary businesses to cross-promote).

 -

 Continuous Evaluation (regularly assessing and adapting strategies based on market trends and user feedback).

 -

 Leverage Positive Feedback (showcasing positive user reviews and testimonials to build trust).

 -

 Localized Marketing (tailoring campaigns for specific regions or cultures).

 -

 Community Building (fostering a sense of community among users through forums and social media).

 If we do not have enough money for marketing campaign
it can badly effect on our business.

 EMPLOYEES; CONTRACTS

 We have no employees other than our officers and
directors, Blas Mayor Reyes and Isabel Marin Vargas.

 OFFICES

 Our business office is located at C/ de l'Illa
Formentera, 54, Quatre Carreres, 46026 Valencia, Spain and our phone number is +13072630861.

 GOVERNMENT AND INDUSTRY REGULATION

 We must adhere to all relevant laws and regulations
that pertain directly or indirectly to our operations, including United States securities laws. Compliance with all regulations, rules,
and directives from governmental authorities and agencies is mandatory for our services in Spain and for operating any facility in any
jurisdiction where we conduct activities.

 We hold the view that government regulation will
not significantly affect our business operations.

 EMERGING GROWTH COMPANY STATUS UNDER THE JOBS
ACT

 Mercalot Inc. qualifies as an "emerging
growth company" as defined in the Jumpstart our Business Startups Act (the "JOBS Act").

 The JOBS Act creates a new category of issuers
known as "emerging growth companies." Emerging growth companies are those with annual gross revenues of less than $1,07 billion
(as indexed for inflation) during their most recently completed fiscal year. The JOBS Act is intended to facilitate public offerings by
emerging growth companies by exempting them from several provisions of the Securities Act of 1933 and its regulations. An emerging growth
company will retain that status until the earliest of:

 The first fiscal year after its annual revenues exceed $1,07 billion;

 The first fiscal year after the fifth anniversary of its IPO;

 The date on which the company has issued more than $1,07 billion in non-convertible debt during the previous three-year period; and

 The first fiscal year in which the company has a public float of at least $700 million.

 Financial and Audit Requirements

 Under the JOBS Act, emerging growth companies
are subject to scaled financial disclosure requirements. Pursuant to these scaled requirements, emerging growth companies may:

 Provide only two rather than three years of audited financial statements in their IPO Registration Statement;

 Provide selected financial data only for periods no earlier than those included in the IPO Registration Statement in all SEC filings, rather than the five years of selected financial data normally required;

 Delay compliance with new or revised accounting standards until they are made applicable to private companies; and

 Be exempted from compliance with Section 404(b) of the Sarbanes-Oxley Act, which requires companies to receive an outside auditor's attestation regarding the issuer's internal controls.

 Offering Requirements

 In addition, during the IPO offering process,
emerging growth companies are exempt from:

 Restrictions on analyst research prior to and immediately after the IPO, even from an investment bank that is underwriting the IPO;

 Certain restrictions on communications to institutional investors before filing the IPO registration statement; and

 Other Public Company Requirements

 Emerging growth companies are also exempt from
other ongoing obligations of most public companies, such as:

 The requirements under Section 14(i) of the Exchange Act and Section 953(b)(1) of the Dodd-Frank Act to disclose executive compensation information on pay-for-performance and the ratio of CEO to median employee compensation;

 Certain other executive compensation disclosure requirements, such as the compensation discussion and analysis, under Item 402 of Regulation S-K; and

 The requirements under Sections 14A (a) and (b) of the Exchange Act to hold advisory votes on executive compensation and golden parachute payments.

 Election under Section 107(b) of the JOBS Act

 As an emerging growth company, we have made the
irrevocable election to not adopt the extended transition period for complying with new or revised accounting standards under Section
107(b), as added by Section 102(b), of the JOBS Act. This election allows companies to delay the adoption of new or revised
accounting standards that have different effective dates for public and private companies until those standards apply to private companies.

 DESCRIPTION OF PROPERTY

 OFFICES

 Our business office is located at C/ de l'Illa
Formentera, 54, Quatre Carreres, 46026 Valencia, Spain. The office was provided by our officer and president Mr. Mayor Reyes for free
use, without any payment. Based on current market rates for similar office spaces in the Valencia area, the approximate dollar value of
this office space is $600 per month or $7,200 per year. Our telephone number is +13072630861.

 Item 1A. Risk Factors

 Not applicable to smaller reporting companies.

 Item 1B. Unresolved Staff Comments

 Not applicable to smaller reporting companies.

 Item
 1C. Cybersecurity.

 Mercalot
 Inc. has implemented basic but targeted cybersecurity risk management measures appropriate
 for its early-stage operations and limited digital footprint. As a digital marketplace operating
 in a primarily cloud-based environment, the Company's exposure to cybersecurity threats
 is continuously monitored by executive management.

 The Company currently relies on third-party hosting
and software providers for its core platform operations, email communications, and data storage. These vendors maintain their own cybersecurity
programs, which include network protection, access controls, and incident response procedures. While Mercalot Inc. does not yet employ
a dedicated IT security team, its directors are actively involved in overseeing operational and technological risk, including cybersecurity.

 Executive management, consisting of the Chief
Executive Officer and the Board, is responsible for identifying, evaluating, and responding to potential cyber risks. The Company periodically
reviews its internal systems and third-party vendor protocols to assess vulnerabilities and ensure secure handling of sensitive business
information.

 To date, Mercalot Inc. has not experienced any
material cybersecurity incidents, and no specific threat has materially affected or is reasonably likely to materially affect the Company's
business strategy, operations, or financial condition. However, the Company recognizes that its reliance on cloud infrastructure and
digital communication tools poses an ongoing cybersecurity risk and will continue to assess and strengthen controls as operations scale.

 Management plans to formalize its
cybersecurity policies and implement internal training protocols as the business grows.

 In 2024, we
did
 no t identify
any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results
of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide
assurances that we have not experienced undetected cybersecurity incidents.

 Item 2. Description of Property

 We do not own any real estate or other properties.

 Item 3. Legal Proceedings

 We know of no legal proceedings to which we are
a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against
us.

 Item 4. Mine Safety Disclosures

 Not applicable.

 Item 5. Market for Common Equity and Related Stockholder Matters

 Market Information

 There is a limited public market for our common
shares. Our common shares are not quoted on the OTC Bulletin Board currently. Trading in stocks quoted on the OTC Bulletin
Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company's
operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.

 OTC Bulletin Board securities are not listed or
traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are
conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller
companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

 As of June 30, 2025 no shares of our common stock
have traded.

 Number of Holders

 As of June 30, 2025, the 5,735,200 issued and
outstanding shares of common stock were held by a total of 38 shareholder of record.

 Dividends

 No cash dividends were paid on our shares of common
stock during the fiscal year ended June 30, 2025 and 2024

 Recent Sales of Unregistered Securities

 The Company has 75,000,000, $0.001 par value shares
of common stock authorized.

 On April 30, 2024, the Company issued a total
of 3,000,000 shares of restricted common stock to Blas Mayor Reyes, our officer and director, in consideration of $300 at $0.0001 per
share in exchange for the provision of his services to the Company. Pursuant to the Service Agreement, dated April 30, 2024, Blas Mayor
Reyes, our officer and director provided next services to the Company: business plan development and market analysis; preparing the "Form
S-1. Registration Statement"; preparing all supporting documents (including BYLAWS, Resolutions, Subscription Agreements, etc.);
preparing the financial statements for the Company. On July 5, 2024 was signed Act of Acceptance, confirming the implementation of Service
Agreement.

 In December 2024, the Company issued 1,040,000 shares of common stock
for cash proceeds of $10,400 at $0.01 per share.

 In January 2025, the Company issued 1,095,200 shares of common stock
for cash proceeds of $10,952 at $0.01 per share.

 In February 2025, the Company issued 445,000 shares of common stock
for cash proceeds of $4,450 at $0.01 per share.

 In March 2025, the Company issued 155,000 shares of common stock for
cash proceeds of $1,550 at $0.01 per share.

 There were 5,735,200 shares of common stock issued
and outstanding as of June 30, 2025.

 Purchase of our Equity Securities by Officers
and Directors

 On April 30, 2024, the Company issued a total
of 3,000,000 shares of restricted common stock to Blas Mayor Reyes, our officer and director, in consideration of $300 at $0.0001 per
share in exchange for the provision of his services to the Company. Pursuant to the Service Agreement, dated April 30, 2024, Blas Mayor
Reyes, our officer and director provided next services to the Company: business plan development and market analysis; preparing the "Form
S-1. Registration Statement"; preparing all supporting documents (including BYLAWS, Resolutions, Subscription Agreements, etc.);
preparing the financial statements for the Company. On July 5, 2024 was signed Act of Acceptance, confirming the implementation of Service
Agreement. Further, no commissions were paid to anyone in connection with the sale of these shares and general solicitation was not made
to anyone.

 Other Stockholder Matters

 None.

 Item 6. Selected Financial Data

 Not applicable to smaller reporting companies.

 Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations

 The following discussion should be read in conjunction
with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those
discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are
prepared in accordance with United States Generally Accepted Accounting Principles.

 Results of Operations
for the year ended June 30, 2025 and June 30,2024:

 Revenue and cost of
goods sold

 For the year ended June
30, 2025 the Company generated total revenue of $3,900 from services to the customers.

 For the year ended June
30, 2024 the Company generated total revenue of $0 from services to the customers.

 Operating expenses

 Total operating expenses
for the year ended June 30, 2025 were $40,165. The operating expenses for the year ended June 30, 2025 included consulting services of
$14,000; bank charges of $225; depreciation expense of $9,408; legal fees of $1,892; audit fees of $11,000; professional fees of $3,640.

 Total operating expenses
for the year ended June 30, 2024 were $2,031. The operating expenses for the year ended June 30, 20254 included bank charges of $32; legal
fees of $1,500; professional fees of $499.

 Net Loss

 The net loss for the
year ended June 30, 2025 was $36,265.

 The net loss for the
year ended June 30, 2024 was $2,031.

 Liquidity and Capital
Resources and Cash Requirements

 At year ended June 30, 2025, the Company had cash of $39,246. Furthermore,
the Company had a working deficit of $10,644.

 During the year ended June 30, 2025, the Company
provided $3,643 of cash in operating activities due to its net loss and increase in deferred revenue of $16,500, increase in accounts
payable of $14,000 and depreciation of $9,408.

 During the year ended June 30, 2025, the Company
used $0 of cash in investing activities.

 During the year ended June 30, 2025, the Company
generated $35,104 of cash in financing activities.

 At year ended June 30, 2024, the Company had cash of $499. Furthermore,
the Company had an accumulated deficit of $1,731.

 During the year ended June 30, 2024, the Company
used $2,031 of cash in operating activities due to its net loss.

 During the year ended June 30, 2024, the Company
used $47,000 of cash in investing activities.

 During the year ended June 30, 2024, the Company
generated $49,530 of cash in financing activities.

 We cannot guarantee that we will manage to sell
all the shares required. We will attempt to raise the necessary funds to proceed with all phases of our plan of operation.

 Management believes that current trends toward
lower capital investment in start-up companies pose the most significant challenge to the Company's success over the next year and
in future years. Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being
a publicly reporting company. The Company's management will have to spend additional time on policies and procedures to make sure
it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional
corporate governance time required of management could limit the amount of time management has to implement is business plan and impede
the speed of its operations.

 Limited operating history; need for additional
capital

 There is no historical
financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have
generated limited revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is
subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns
due to price and cost increases in services and products.

 Off-Balance Sheet
Arrangements

 The Company does not
have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 Item 7A. Quantitative and Qualitative Disclosures
about Market Risk

 Not applicable to smaller reporting companies.

 Item 8. Financial Statements and Supplementary
Data

 FINANCIAL STATEMENTS

 Year ended June 30, 2025 and From April 24,
2024 (Inception) through June 30, 2024

 Page

 Report of Independent Registered Public Accounting Firm

 Balance Sheets as of June 30, 2025 and June 30, 2024

 Statements of Operations for the year ended June 30, 2025 and From April 24, 2024 (Inception) through June 30, 2024

 Statements of Stockholders' Deficit for the year ended June 30, 2025 and From April 24, 2024 (Inception) through June 30, 2024

 Statements of Cash Flows for the year ended June 30, 2025 and From April 24, 2024 (Inception) through June 30, 2024

 Notes to Financial Statements

 VICTOR
 MOKUOLU, CPA PLLC

 Accounting
 | Advisory | Assurance & Audit | Tax

 Report
of Independent Registered Public Accounting Firm

 To the Owners and

 Board of Directors of Mercalot, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of Mercalot, Inc. (the "Company") as of June 30, 2025 and June 30, 2024, and the related statements of operations, stockholders'
deficit, and cash flows from inception date of April 24, 2024 to June 30, 2025 and the year ended June 30, 2025, 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 June 30, 2025, and the results of its operations and its cash flows from inception date of
April 24, 2024 to June 30, 2025 and the year ended June 30, 2025, in conformity with accounting principles generally accepted in the United
States of America.

 Substantial Doubt about the Company's ability
to continue as a Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 2, Going Concern, to the financial statements,
the Company has an accumulated deficit of $38,296 as of June 30, 2025, and net loss of $36,265. These factors raise substantial doubt
about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty. In light of management's efforts, there are no assurances that the Company will be successful in this or any
of its endeavors or become financially viable and continue as a going concern.

 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
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits 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 audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits 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 audits provide a reasonable basis for our opinion.

 /s/ Victor Mokuolu, CPA, PLLC

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

 Houston, Texas

 August 12, 2025

 PCAOB ID: 6771

 www.vmcpafirm.com
 | Ph: 713.588.6622 | Fax: 1.833.694.1494 | ask@vmcpafirm.com

 F- 1

 BALANCE SHEETS

 As of June 30, 2025

 As of June 30, 2024

 ASSETS

 Current Assets

 Cash and cash equivalents

 $
 39,246

 $

 Total Current Assets

 39,246

 Total Intangible Assets, Net

 37,592

 47,000

 Total Assets

 $
 76,838

 $
 47,499

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current Liabilities

 Accounts payable-related party

 $
 14,000

 $
 –

 Deferred revenue

 16,500

 –

 Related party loan

 56,982

 49,230

 Total Current Liabilities

 87,482

 49,230

 Total Liabilities

 87,482

 49,230

 Stockholders' Deficit

 Common stock, par value $ 0.0001; 75,000,000 shares authorized, 5,735,200 and 3,000,000 shares issued and outstanding as of June 30, 2025 and June 30, 2024, respectively

 Additional paid in capital

 27,078

 –

 Accumulated deficit

 ( 38,296
)

)

 Total Stockholders' Deficit

 ( 10,644
)

 ( 1,731
)

 Total Liabilities and Stockholders' Deficit

 $
 76,838

 $
 47,499

 See accompanying notes, which are an integral part
of these financial statements

 F- 2

 STATEMENTS OF OPERATIONS

 Year ended June 30, 2025 and From April 24, 2024
(Inception) through June 30, 2024

 Year ended

 From April 24, 2024

 (Inception) through

 June 30, 2024

 REVENUES

 $
 3,900

 $
 –

 OPERATING EXPENSES

 General and Administrative Expenses

 ( 30,757
)

)

 Amortization

 ( 9,408
)

 –

 TOTAL OPERATING EXPENSES

 ( 40,165

)

 LOSS FROM OPERATIONS

)

)

 PROVISION FOR INCOME TAXES

 –

 –

 NET LOSS

 $
)

 $
)

 NET LOSS PER SHARE: BASIC AND DILUTED

 $
 ( 0.00
)

 $
 ( 0.00
)

 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

 4,254,662

 See accompanying notes, which are an integral part
of these financial statements

 F- 3

 STATEMENTS OF STOCKHOLDERS' DEFICIT

 Year ended June 30, 2025 and From April 24, 2024
(Inception) through June 30, 2024

 Common Stock

 Additional Paid-in

 Accumulated

 Total Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Inception, April 24, 2024

 –

 $
 –

 $
 –

 $
 –

 $
 –

 Shares issued prematurely for subscription agreement on April 30, 2024

 –

 –

 Net loss for the period From April 24, 2024 (Inception) through June 30, 2024

 –

 –

 –

)

)

 Balance, June 30, 2024

 $

 $
 –

 $
)

 $
 ( 1,731
)

 Issuance of common stock

 2,735,200

 27,078

 –

 27,352

 Net loss for the year ended June 30, 2025

 –

 –

 –

)

)

 Balance, June 30, 2025

 5,735,200

 $

 $
 27,078

 $
 ( 38,296
)

 $
 ( 10,644
)

 See accompanying notes, which are an integral part
of these financial statements

 F- 4

 STATEMENTS OF CASH FLOWS

 Year ended June 30, 2025 and From April 24, 2024
(Inception) through June 30, 2024

 Year ended

 From April 24, 2024 (Inception) through
June 30, 2024

 CASH USED IN OPERATING ACTIVITIES

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash provided by (used in) operations:

 Amortization Expense

 9,408

 –

 Change in assets and liabilities:

 Deferred Revenue

 16,500

 –

 Accounts payable-related party

 14,000

 –

 Net Cash provided by (used in) Operating Activities

 3,643

)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of Mobile Application and Website

 –

 ( 47,000
)

 CASH USED IN INVESTING ACTIVITIES

 –

 ( 47,000
)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Related Party Loans

 7,752

 49,230

 Issuance of stock

 27,352

 Net Cash provided by Financing Activities

 35,104

 49,530

 NET CHANGE IN CASH

 38,747

 Cash, beginning of period

 –

 Cash, end of period

 $
 39,246

 $

 SUPPLEMENTAL CASH FLOW INFORMATION:

 Interest paid

 $
 –

 $
 –

 Income taxes paid

 $
 –

 $
 –

 See accompanying notes, which are an integral part
of these financial statements

 F- 5

 NOTES TO THE FINANCIAL STATEMENTS

 Note 1 – ORGANIZATION AND NATURE OF BUSINESS

 Mercalot Inc. ("the Company") was
incorporated on April 24, 2024 under the laws of the state of Wyoming. We are a development stage company that is providing an informational
online commerce and classifieds platform, which are also known as online marketplace. We have purchased a mobile application known as
"SafeDeal Connect", which is already working and in use. Also, we have the website, which is a representation of our application
and introduces its functions to users. Our executive and business office is located at C/ de l'Illa Formentera, 54, Quatre Carreres, 46026
Valencia, Spain, and our telephone number is +13072630861.

 Note 2 – GOING CONCERN

 The accompanying financial statements have been
prepared in conformity with accounting principles generally accepted in the United States ("GAAP"), which contemplate continuation
of the Company as a going concern. The Company had $ 3,900 revenues for the year ended June 30, 2025, compared to $ 0 from April 24,
2024 (Inception) through June 30, 2024. The Company had an accumulated deficit of $ 38,296 as of June 30,2025, and a net loss of
$ 36,265 for the year ended June 30, 2025. These factors raise substantial doubt about the Company's ability to continue as a going
concern. Therefore, there is substantial doubt about the Company's ability to continue as a going concern. Management anticipates
that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends
to position itself so that it will be able to raise additional funds through the capital markets. In light of management's efforts,
there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue
as a going concern.

 Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 Basis of presentation

 The accompanying financial statements have been
prepared in accordance with GAAP.

 The Company's year-end is June 30.

 Development Stage Company

 The Company is a development stage company as
defined in ASC 915 "Development Stage Entities". The Company is devoting substantially all of its efforts on establishing
the business and its planned principal operations have not commenced. All losses accumulated since Inception has been considered as part
of the Company's development stage activities.

 The Company has elected to adopt application of
Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements.
Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure requirements of
Topic 915.

 Use of Estimates

 The preparation of financial statements in conformity
with GAAP requires 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 statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

 F- 6

 Due to the limited level of operations, the Company
has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

 Cash and Cash Equivalents

 The Company considers all highly liquid investments
with original maturities of three months or less to be cash equivalents.

 Income Taxes

 Income taxes are computed using the asset and
liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences
between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.
 A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be
realized.

 Fair Value of Financial Instruments

 ASC topic 820 "Fair Value Measurements and
Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes
the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

 These tiers include:

 Level 1:

 defined as observable inputs such as quoted prices in active markets.

 Level 2:

 defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

 Level 3:

 defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 The carrying value of cash and the Company's
loan from shareholder approximates their fair value due to their short-term maturity.

 Stock-Based Compensation

 Stock-based compensation is accounted for at fair
value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

 Basic Income (Loss) Per Share

 The Company computes income (loss) per share in
accordance with ASC 260 "Earnings per Share". Basic loss per share is computed by dividing net income (loss) available to
common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives
effect to all dilutive potential common shares outstanding during the period. The Company believe to have potential dilutive effects with
warrants, convertible debt, etc. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For
the year ended June 30, 2025 there were no potentially dilutive debt or equity instruments issued or outstanding.

 Recent Accounting Pronouncements

 On November
27, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) — Improvements to Reportable Segment Disclosures. The biggest change
in the ASU is the requirement for a public entity to disclose its significant segment expense categories and amounts for each
reportable segment.

 F- 7

 ASU 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures. The amendments in this ASU address investor requests
for more transparency about income tax information through improvements to income tax disclosures primarily related to an entity's effective
tax rate reconciliation and income taxes paid information.

 We have reviewed all other the recently issued,
but not yet effective and thus not disclosed here, accounting pronouncements and we do not believe any of those pronouncements will have
a material impact on the Company' financial position, results of operations or cash flows.

 Note 4 – INTANGIBLE ASSETS

 The Company follows the provisions of ASC 985,
Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold,
leased or otherwise marketed, be expensed in the period incurred. The Company amortizes these costs using the straight-line method over
the remaining estimated economic life of the product.

 As of June 30, 2025, the Company purchased a
mobile application and website for $ 47,000,
which is being amortized over a five-year life. There was $ 9,408
of accumulated amortization as of June 30, 2025

 Note 5 – RELATED PARTY TRANSACTIONS

 As of June 30, 2025,
the Company owed $ 56,982 to the Company's directors, Blas Mayor Reyes and Isabel Marin Vargas, for the Company's working capital
purposes. The amount is outstanding and payable upon request.

 Note 6 – COMMON STOCK

 On April 30, 2024, the Company issued a total
of 3,000,000 shares of restricted common stock to Blas Mayor Reyes, our officer and director, in consideration of $ 300 at $0.0001 per
share in exchange for the provision of his services to the Company. Pursuant to the Service Agreement, dated April 30, 2024, Blas Mayor
Reyes, our officer and director provided next services to the Company: business plan development and market analysis; preparing the "Form
S-1. Registration Statement"; preparing all supporting documents (including BYLAWS, Resolutions, Subscription Agreements, etc.);
preparing the financial statements for the Company. On July 5, 2024 was signed Act of Acceptance, confirming the implementation of Service
Agreement.

 In December 2024, the Company issued 1,040,000 shares of common stock
for cash proceeds of $ 10,400 at $0.01 per share.

 In January 2025, the Company issued 1,095,200 shares of common stock
for cash proceeds of $ 10,952 at $0.01 per share.

 In February 2025, the Company issued 445,000 shares of common stock
for cash proceeds of $ 4,450 at $0.01 per share.

 In March 2025, the Company issued 155,000 shares of common stock for
cash proceeds of $ 1,550 at $0.01 per share.

 As of June 30, 2025, the Company had 5,735,200
shares issued and outstanding.

 Note 7 – COMMITMENTS AND CONTINGENCIES

 From time-to-time, the Company is subject to various
litigation and other claims in the normal course of business. The Company establishes liabilities in connection with legal actions that
management deems to be probable and estimable (if any). No such event or amounts have been accrued in the financial statements with respect
to any litigation or other claim matters.

 F- 8

 Note 8 – INCOME TAXES

 The reconciliation of
income tax benefit (expenses) at the U.S. statutory rate at 21% for the year ended June 30, 2025 and from April 24, 2024 (Inception) through
June 30, 2024 as follows:

 Schedule of reconciliation of
income tax benefit

 Year ended

 From April 24, 2024 (Inception) through
June 30, 2024

 Tax benefit (expenses) at U.S. statutory rate

 $
 ( 8,042
)

 $
)

 Change in valuation allowance

 $
 8,042

 $
 2,031

 Tax benefit (expenses) net

 $
 –

 $
 –

 The tax effects of temporary differences that give rise to significant
portions of the net deferred tax assets are as follows:

 Schedule of income taxes

 Year ended

 From April 24, 2024
(Inception) through
June 30, 2024

 Net operating loss

 $
 ( 7,616
)

 $
 ( 427
)

 Valuation allowance

 $
 7,616

 $

 Deferred tax assets, net

 $
 –

 $
 –

 The Company has accumulated approximately $ 36,265
of net operating losses ("NOL") carried forward to offset future taxable income up to 20 years, if any, in future years which
begin to expire in year 2040. In assessing the realization of deferred tax assets, management considers whether it is more likely than
not that some portion or all the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon
the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers
the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
Based on the assessment, management has established a full valuation allowance against all the deferred tax asset relating to NOLs for
every period because it is more likely than not that all of the deferred tax asset will not be realized.

 Note 9 – SUBSEQUENT EVENTS

 In accordance with ASC 855, "Subsequent
Events", the Company has analyzed its operations subsequent to June 30, 2025 to the date these financial statements were issued
and has determined that it does not have any material subsequent events to disclose in these financial statements.

 F- 9

 Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure

 None.

 Item 9A(T) Controls and Procedures

 Management's Report on Internal Controls
over Financial Disclosure Controls and Procedures

 Management is responsible for establishing and
maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company's internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United
States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and
with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation
of the effectiveness of the Company's internal control over financial reporting as of June 30, 2025 using the criteria established
in "Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO").

 A material weakness is a deficiency, or combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of
the effectiveness of internal control over financial reporting as of June 30, 2025, the Company determined that there were control deficiencies
that constituted material weaknesses, as described below.

 1.
 We do not have an Audit Committee – While not being legally obligated to have an audit committee,
it is the management's view that such a committee, including a financial expert member, is an utmost important entity level control
over the Company's financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee and does not
include a member that is considered to be independent of management to provide the necessary oversight over management's activities.

 2.
 We did not maintain appropriate cash controls – As of June 30, 2025, the Company has not maintained
sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting
functions, and did not require dual signature on the Company's bank accounts. Alternatively, the effects of poor cash controls were
mitigated by the fact that the Company had limited transactions in their bank accounts.

 3.
 We did not implement appropriate information technology controls – As at June 30, 2025, the Company
retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the
Company's data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

 Accordingly, the Company concluded that these
control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will
not be prevented or detected on a timely basis by the company's internal controls.

 As a result of the material weaknesses described
above, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2025
based on criteria established in Internal Control- Integrated Framework issued by COSO.

 System of Internal Control over Financial
Reporting

 Our management is responsible for establishing
and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that
is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management,
including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.

 An evaluation was conducted under the supervision
and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures
as of June 30, 2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective
as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms.

 Changes in Internal Control over Financial
Reporting

 There was no change in the Company's internal
control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely
to materially affect, the Company's internal control over financial reporting.

 Item 9B. Other Information.

 During
the quarter ended June 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1
trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of
Regulation S-K.

 Insider Trading Policies and Procedures

 As of June 30, 2025, we do no t maintain a formal
insider trading policy or procedures governing the purchase, sale, or other disposition of our securities by directors, officers, or
employees. This is due to our early-stage operations, limited resources, and the lack of equity awards granted to management or staff
during the reporting period. We intend to adopt a formal insider trading policy in the future as our corporate governance structures
evolve.

 Item 10. Directors, Executive Officers, Promoters
and Control Persons of the Company

 Our executive officers and directors, their names,
age, and their positions as of the date of this report are as follows:

 Name and Address

 Age

 Position(s)

 Blas Mayor Reyes

 President,

 C/ de l'Illa Formentera, 54, Quatre Carreres,

 Chief Financial Officer,

 46026 Valencia, Spain

 Chief Executive Officer,

 Director

 Isabel Marin Vargas

 Director

 C/ de l'Illa Formentera, 54, Quatre Carreres,

 46026 Valencia, Spain

 Blas Mayor Reyes and Isabel Marin Vargas have
been holding the above stated positions since the inception of the Company and are expected to hold them until the next annual meeting
of our stockholders. Thereby, Mr. Blas Mayor Reyes and Isabel Marin Vargas are currently the Officers/Directors and control persons of

 BACKGROUND INFORMATION ABOUT OUR OFFICERS AND
DIRECTORS

 Blas Mayor Reyes, age 39

 Mr. Mayor Reyes has served as the Company's
President, Chief Executive Officer, Secretary, Treasurer and a Director since its incorporation on April 24, 2024.

 He has got the bachelor of Business Administration
in Breda University of Applied Sciences. He has been self-employed for the last 5 years.

 His role in most projects
was to provide advisory services, develop the company's strategy and promote various products on the market. He has also completed
QA and Test Automation courses and participated in software development projects, which has provided him with a strong technical background
in understanding the processes of creating and promoting mobile applications.

 Blas Mayor Reyes possesses
qualities such as creativity, leadership skills, analytical abilities, persuasive power, inspirational capacity, team unification, sociability,
stress tolerance, and responsibility. These attributes lead us to conclude that he is well-suited to manage our business.

 Isabel Marin Vargas,
age 62

 Isabel Marin Vargas has
served as Director since its incorporation on April 24, 2024.

 She has extensive experience
in sales and has been involved in procurement for different businesses and sales promotion in various industries. She has completed courses
in marketing and sales strategies and has widely applied her knowledge in practice.

 For the last 10 years,
she has been working for herself, consulting clients in developing sales strategies and successfully investing in diverse public companies.

 Isabel Marin Vargas'
experience is very valuable for our company, and her dedication, creativity, communication skills and responsibility will help to run
our business effectively.

 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 In the event that we register under the Securities
Exchange Act of 1934 (the "Exchange Act" or "1934 Act"), Section 16(a) of that act will require our directors
and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent
stockholders will be required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

 We intend to ensure to the best of our ability
that all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners are complied
with in a timely fashion.

 Item 11. Executive Compensation

 Since inception, we have not paid any compensation
to our officers or directors. The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by
any person for all services rendered in all capacities to us for the fiscal period June 30, 2025.

 SUMMARY COMPENSATION TABLE

 Name

 Non-Equity Incentive Plan

 Change in Pension Value and Nonqualified Deferred Compen-

 All Other

 Principal

 Stock

 Option

 Compen-

 sation

 Compen-

 Position

 Year

 Salary

 Bonus

 Awards

 Awards

 sation

 Earnings

 sation

 Totals

 Blas Mayor Reyes, President, CEO, CFO

 2024-2025

 $

 $

 $

 $

 $

 $

 $

 $

 Isabel Marin Vargas, Director

 2024-2025

 $

 1,000

 $

 $

 $

 $

 $

 $

 $

 14,000

 OUTSTANDING EQUITY AWARDS AT JUNE 30, 2025

 Option Awards

 Stock Awards

 Equity

 Incentive

 Equity

 Plan

 Incentive

 Awards:

 Plan

 Market or

 Awards:

 Payout

 Equity

 Number of

 Value of

 Incentive

 Number

 Unearned

 Unearned

 Plan Awards;

 of

 Market

 Shares,

 Shares,

 Number of

 Number of

 Number of

 Shares

 Value of

 Units or

 Units or

 Securities

 Securities

 Securities

 or Units

 Shares or

 Other

 Other

 Underlying

 Underlying

 Underlying

 of Stock

 Units of

 Rights

 Rights

 Unexercised

 Unexercised

 Unexercised

 Option

 Option

 That

 Stock That

 That

 That

 Options (#)

 Options (#)

 Unearned

 Exercise

 Expiration

 Have Not

 Have Not

 Have Not

 Have Not

 Name

 Exercisable

 Unexercisable

 Options (#)

 Price

 Date

 Vested(#)

 Vested

 Vested

 Vested

 Blas Mayor Reyes

 Isabel Marin Vargas

 OFFICER COMPENSATION

 Change in

 Pension

 Value and

 Fees

 Non-Equity

 Nonqualified

 Earned

 Incentive

 Deferred

 Paid in

 Stock

 Option

 Plan

 Compensation

 All Other

 Name

 Cash

 Awards

 Awards

 Compensation

 Earnings

 Compensation

 Total

 Blas Mayor Reyes

 Isabel Marin Vargas

 Mr. Mayor Reyes and Isabel Marin Vargas currently
devote approximately thirty hours each per week to manage our affairs. They have agreed to work with no remuneration until such time as
we generate profits from operations. At this time, we cannot accurately estimate when this will occur, if ever, to implement this compensation,
or what the amount of the compensation will be.

 There are no annuity, pension or retirement benefits
proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently
existing plan provided or contributed to by the company or any of its subsidiaries, if any.

 OPTION GRANTS. There have been no individual
grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table.

 AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END
OPTION VALUE. There have been no stock options exercised by the executive officer named in the Summary Compensation Table.

 LONG-TERM INCENTIVE PLAN ("LTIP")
AWARDS. There have been no awards made to a named executive officer in the last completed fiscal year under any LTIP.

 COMPENSATION OF DIRECTORS

 Directors are permitted to receive fixed fees
and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors.
No amounts have been paid to, or accrued to, our director in such capacity.

 EMPLOYMENT AGREEMENTS

 Currently we do not have any employment agreements.

 Item 402(x): Equity Award Timing Disclosure

 We do not grant equity awards in anticipation of the release of material
nonpublic information that is likely to result in changes to the price of our common stock, and do no t time the public release of such
information based on award grant dates. During the last completed fiscal year, we have not made awards to any named executive officer
or director during the period beginning four business days before and ending one business day after the filing of a period report on
Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material
nonpublic information for the purpose of affecting the value of executive compensation.

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters

 The following table lists,
as of the date of this report, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity
known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our
Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal
shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under
the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that
person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes
the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that
person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person
may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to
which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

 The percentages below
are calculated based on 5,735,200 shares of our common stock issued and outstanding as of the date of this report.

 Title of class

 Name and Address of Beneficial Owner

 Amount and

Nature of

Beneficial Ownership

 Percent of

Common Stock

 Common Stock

 Blas Mayor Reyes

C/ de l'Illa Formentera, 54, Quatre Carreres,

46026 Valencia, Spain

 52%

 All directors and executive officers as a group (2 persons)

 52%

 Item 13. Certain Relationships and Related
Transactions

 On April 30, 2024, we issued a total of 3,000,000
shares of restricted common stock valued at 0.0001 per share to Blas Mayor Reyes, our officer and director, for providing services such
as company incorporation, preparation of S-1, preparation year end financials in consideration of $300.

 Further, Isabel Marin Vargas and Blas Mayor Reyes
have verbally agreed to advance funds to us for implementing our business plan. Isabel Marin Vargas and Mr. Mayor Reyes will be repaid
from revenues of operations if and when we generate revenues to pay the obligation. There is no assurance that we will ever generate revenues
from our operations. The obligation to Isabel Marin Vargas and Mr. Mayor Reyes does not bear interest. There is no written agreement evidencing
the advancement of funds by Isabel Marin Vargas and Mr. Mayor Reyes or the repayment of the funds to them. The entire transaction was
oral.

 Item 14. Principal Accountant Fees and Services

 During fiscal year ended June 30, 2025, we
incurred approximately $11,000 in fees to our principal independent accountants for professional services rendered in connection
with the audit of our September 30,2024 financial statements and for the reviews of our financial statements for the quarters ended September
30, 2024, December 31, 2024 and March 31, 2025.

 Item 15. Exhibits

 The following exhibits are included as part of
this report by reference:

 31.1

 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

 31.2

 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

 32.1

 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Item 16. Form 10-K Summary.

 None.

 SIGNATURES

 In accordance with 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,
on August 12, 2025.

 Mercalot Inc., Registrant

 By:

 /s/ Blas Mayor Reyes

 Blas Mayor Reyes, President, Secretary,

 Treasurer, Principal Executive Officer,

 Principal Financial Officer and

 Principal Accounting Officer and

 Director

 By:

 /s/ Isabel Marin Vargas

 Isabel Marin Vargas, Director

 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.

 Dated: August 12, 2025

 By:

 /s/ Blas Mayor Reyes

 Blas Mayor Reyes, President, Secretary,

 Treasurer, Principal Executive Officer,

 Principal Financial Officer and

 Principal Accounting Officer and

 Director

 By:

 /s/ Isabel Marin Vargas

 Isabel Marin Vargas, Director