Alphega Innovations Corp.

Company overview

• Jurisdiction: Incorporated in Wyoming on July 24, 2024; reports under U.S. GAAP.
• Business focus: Development-stage company working on immersive technology (AR/VR/Metaverse) to support personal and corporate solutions, including corporate wellness, employee training, digital education, market research, and community engagement.
• Primary strategy: Build immersive platforms and AR/VR-enabled applications for corporate wellness, mental health, and fitness; form strategic partnerships; and execute marketing initiatives targeting corporate HR departments, fitness centers, and health organizations.
• Status: Development-stage; not yet generating operating revenue. Management considers the company a going concern.

Operations and product plans

• Developing immersive platforms and AR/VR-enabled applications targeting corporate wellness, mental health, and fitness transformation, with potential AI personalization.
• Plans to pilot and refine solutions through strategic partnerships with businesses, educational institutions, and wellness centers.
• Marketing efforts are aimed at corporate HR teams, fitness centers, and health organizations to raise awareness and gather feedback.

Market position

• Revenue: Nil for the year ended November 30, 2025 and the period ended November 30, 2024.
• The company reported operating losses and a substantial net deficit.

Corporate structure and properties

• Headquarters: 30 N Gould St., Ste R, Sheridan, WY 82801.
• Property: The company does not own property.
• Capital structure (high-level):
  • Authorized: 500,000,000 common shares; 200,000,000 preferred shares.
  • Outstanding: 14,670,000 common shares as of November 30, 2024 and November 30, 2025; 14,788,800 common shares outstanding as of February 5, 2026.
  • Founders’ shares issued: 9,000,000 common shares issued to founders on July 29, 2024; additional shares issued for license fees and private sales as described in the filings.
  • No preferred shares issued as of November 30, 2025.
• Subsidiary activity: Not applicable (no operating subsidiaries).

Financial snapshot (as of November 30, 2025)

• Total assets: $2,070 (vs. $0 as of November 30, 2024).
• Cash and cash equivalents: $2,070.
• Total current liabilities: $2,240,519 (vs. $17,945 as of November 30, 2024).
• Total stockholders’ deficit: $(2,238,449) (vs. $(17,945) as of November 30, 2024).
• Operating expenses: $2,275,770 (period July 24, 2024 through November 30, 2025); $47,945 (period through November 30, 2024).
• Net loss:
  • Year ended November 30, 2025: $(2,279,604).
  • Period ended November 30, 2024: $(47,945).
• Net loss per share (basic/diluted): $(0.16) for 2025; $(0.01) for 2024.
• Weighted-average shares outstanding: 14,670,000 for both periods.
• Cash flows for the 2025 period:
  • Net cash used in operating activities: $(106,030).
  • Net cash provided by financing activities: $108,100.
  • Net cash used in investing activities: $0.

Financing and related-party activity

• Subscriptions receivable recorded in 2024: $59,100 (collected in January 2025).
• Financing in 2025 included loans and short-term borrowings from related parties (examples: a $32,000 related-party loan and a $17,000 short-term loan).
• Related parties owed as of November 30, 2025: $1,881,592 (up from $17,945 as of November 30, 2024), consisting of amounts due for consulting, legal, and professional services.
• Major related-party balances as of November 30, 2025:
  • Lingyun Mao: $315
  • Fairbanks Global Partners II LLC: $902,525
  • One World Engineering Corporation: $582,239
  • Wang Pty Ltd ATF Wang Family Trust: $250
  • Shabnoor Shah: $308,075
  • IM Abundance Pty Ltd: $88,188
• Related-party transactions were approved by the board and are non-exclusive.

Subsequent events

• December 8, 2025: Loan agreement with Taurus Era Corporation for $15,000; 12-month senior secured debt with 12% interest.
• December 31, 2025: Issuance of 118,800 common shares at $0.10 per share to Soho Capital Solutions for gross proceeds of $11,880.

Governance and leadership

• Director and executive officer: Luis Carlos Ung — President, CEO, Interim CFO, Secretary, and Director. Described as not independent; the board currently has no independent directors.
• Audit committee: Not established; no audit committee financial expert is designated.

Key risks and disclosures

• The company has not generated revenue and reported operating losses and a sizeable net deficit.
• The company relies substantially on related-party funding and loans.
• Auditor’s report includes a going concern uncertainty and states there is substantial doubt about the company’s ability to continue as a going concern.
• Management’s plan includes raising capital and securing third-party financing; there are no guarantees of success.

Note: All figures are taken from the company’s Form 10-K for the year ended November 30, 2025, with some values shown for November 30, 2024 and a later outstanding share count of 14,788,800 as of February 5, 2026.