Annual Report for Fiscal Year Ending May 31, 2026 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition for fiscal year ended May 31, 2026 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this report. Some of the information contained in this management's discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business and related financing, includes forward looking statements that involve risks, uncertainties and assumptions. As a result of many factors, including those factors set forth in the "Risk Factors" section in Form S-1/A registration statement, filed on February 13, 2025, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in this Annual Report.

Overview

Rocky Mountains Group Ltd is headquartered in New Zealand. The Company's executive office is located at E 242 Bucklands Beach Road, Bucklands Beach, Auckland 2012, New Zealand. We offer one-on-one Personal Financial Literacy Seminar services, with a focus on providing such services to New Zealand individuals or families.

Our cash and cash equivalents are $15,131 as of May 31, 2026. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. In order to continue our current business plan and increase our current level of operations for the next twelve-month period, we require further funding.

For the year ended May 31, 2026, the Company incurred a net loss of $23,640, a negative cash flow from operating activities of $21,983. As reflected in the financial statements, the Company had an accumulated deficit of $51,208. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company's profit generating operations in the future and/or continuing financial support from its major shareholders and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company's current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Results of operations for the year ended May 31, 2026 and 2025

Revenues

For the years ended May 31, 2026 and 2025, the Company has generated a revenue of $25,000 and $30,105 respectively. The revenue is generated through provision of Personal Financial Literacy Seminar (PFL Seminar) services to clients.

Operating Expenses

For the years ended May 31, 2026 and 2025, the Company incurred general and administrative expenses of $46,787 and $52,282 respectively. These were primarily comprised of audit fees, stock and registrar fees, legal fees and other professional fees.

Depreciation expense for the year ended May 31, 2026 and May 31, 2025 was $1,853 and $1,458, respectively.

Net Loss

For the years ended May 31, 2026 and 2025, the Company incurred a net loss of $23,640 and $23,635 respectively.

Liquidity and Capital Resources

The Company's cash and cash equivalents have decreased by $21,983, from $37,114 as of May 31, 2025 to $15,131 as of May 31, 2026. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

Cash Used in Operating Activities

For the year ended May 31, 2026, the Company has used $21,983 in operating activities, which was primarily attributable to net loss from operation and increase in prepayment.

For the year ended May 31, 2025, the Company has used $9,961 in operating activities, which was primarily attributable to net loss from operation, decrease in accounts receivable, increase in prepayment and debt forgiveness from a director.

Cash Used in Investing Activity

For the year ended May 31, 2026, the Company has used $0 in investing activity.

For the year ended May 31, 2025, the Company had realized "cash used in investing activity" of $3,900. The cash used in investing activity was attributable to the purchase of plant and equipment.

Cash Provided by Financing Activity

For the year ended May 31, 2026, the Company has received $0 from financing activity.

For the year ended May 31, 2025, the Company conducted a public offering under its Form S-1 registration. To date, 3,200,000 shares have been sold at $0.015 per share, raising $48,000 in gross proceeds. The offering remains ongoing, and proceeds will be used as outlined in the Form S-1.

Off-Balance Sheet Arrangement

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of May 31, 2026.

Contractual Obligation

As a smaller reporting company, we are not required to provide the aforementioned information.