Rocky Mountains Group Ltd

Rocky Mountains Group Ltd operates in the financial literacy seminar services industry, providing one-on-one Personal Financial Literacy Seminar (PFL Seminar) services to New Zealand individuals and families. The industry is very competitive and fragmented, with limited barriers to entry and new competitors frequently entering the market. A significant number of competitors possess substantially greater resources than the Company, and the majority are banks, wealth management firms, and insurance brokers who aim to sell their own products by providing financial literacy services.

Primary competitors include giant national wealth management firms, private banks, and family offices headquartered in New Zealand. The Company's stated competitive advantage is that it does not sell any specific insurance or investment product, striving to maintain independence and avoid potential conflicts of interest, which management believes assures clients that service quality is not hampered by the need to sell additional products. The Company believes existing and new competitors will continue to improve their services and introduce new services with competitive pricing and performance characteristics.

The Company generates revenue by providing PFL Seminar services to New Zealand individuals and families. The one-time PFL seminar fees are typically a flat fee, currently proposed as $5,000 ¹ for one individual. Revenue is recognized over time as the financial literacy seminar and related services are delivered to the customer. As of the filing, the only service that has been provided is the PFL Seminar; all other additional services are prospective and have not been performed for any clients yet.

The PFL Seminar is a one-on-one workshop conducted online via Zoom, consisting of three sessions with clients expected to devote at least three hours per session. Session 1 covers Financial Management Knowledge, Tools and Resources, with key learning objectives including knowledge of financial concepts, ability to live within means, management of expected and unexpected expenses, vigilance to avoid financial scams, and ability to assess risks and benefits of financial products and services. Session 2 covers Long-term Financial Planning Knowledge, with objectives including use of innovation guides and tools, awareness of benefits of professional advice, importance of voluntary savings and income diversification, and importance of long-term financial plans for retirement. Session 3 covers Protect Your Money, with objectives including better understanding of risks and returns, improved awareness of innovation of financial products and its implications, raising awareness on financial scams and fraud, and explaining risks of sophisticated financial products and services.

The Company has not yet offered any additional services beyond the PFL Seminar, and no definitive timeline exists for when it may begin to offer such services. The Company believes it has the capacity to offer its services immediately upon securing an agreement with a client.

On June 30, 2025, the Company resolved to close the public offering pursuant to Form S-1, resulting in 3,200,000 ² shares of common stock being sold at $0.015 ³ per share for a total of $48,000 ⁴. The proceeds of $48,000 ⁵ went directly to the Company. On October 20, 2023, the Company issued 20,000,000 ⁶ shares of restricted common stock, with $0.0001 ⁷ per share, to Mr. Zonghan Wu in consideration of $2,000 ⁸. As of May 31, 2026, Zonghan Wu holds 19,300,000 ⁹ shares of common stock. The Company has not repurchased any shares of its common stock during the fiscal year ended May 31, 2026.

For the year ended May 31, 2026, the Company generated revenue of $25,000 ¹⁰ compared to $30,105 ¹¹ in the prior year. The Company incurred a net loss of $23,640 ¹² for the year ended May 31, 2026, compared to a net loss of $23,635 ¹³ in the prior year. Cash and cash equivalents decreased by $21,983 ¹⁴, from $37,114 ¹⁵ as of May 31, 2025 to $15,131 ¹⁶ as of May 31, 2026. The Company had an accumulated deficit of $51,208 ¹⁷ as of May 31, 2026.

The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event additional funding is required to finance the growth of the Company's current and expected future operations as well as to achieve 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 satisfactory to the Company.

The Company intends to hire additional instructors in the future, depending on the success of its operations, and will require that all instructors have relevant training/background and follow a standard of procedure (SOP) that has yet to be developed. The Company intends to employ 2 ¹⁸ employees by the end of 2026, with 1 ¹⁹ employee designated to administration and 1 ²⁰ professional to providing financial literacy seminar services. It is the intention of the Company to focus on hiring employees who possess industry-recognized qualifications, are primarily recruited from reputable institutions in the wealth management industry, and have an average of approximately 5 ²¹ years of industry experience.

The Company intends to engage in nationwide marketing initiatives to further raise brand awareness while continuing to improve client satisfaction to strengthen word-of-mouth referrals. The Company expects to increase marketing efforts through the President's personal networks and industry association channels which have not, at this point, been fully identified. The Company has undefined plans to initially market services through webinars, creation of white papers, newsletters, books, and other information offerings, and plans to begin a social media campaign utilizing blogs, Twitter, Facebook, and LinkedIn, with a targeted campaign intended to focus on individuals and families. The Company cannot state with any certainty when it will commence with the aforementioned marketing activities.

The Company's cash balance of $15,131 ²² as of May 31, 2026 is not sufficient to fund its limited levels of operations for any period of time. In order to continue the current business plan and increase the current level of operations for the next twelve-month period, the Company requires further funding. The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder.

The Company has not provided any specific quantitative guidance for revenue, margin, or EPS for the upcoming period in the filing.

The Company faces substantial doubt about its ability to continue as a going concern, as it incurred a net loss of $23,640 ²³, negative cash flow from operating activities of $21,983 ²⁴, and an accumulated deficit of $51,208 ²⁵ as of May 31, 2026, with cash and cash equivalents of only $15,131 ²⁶ insufficient to fund operations for any period of time. The financial literacy services industry is very competitive and fragmented with limited barriers to entry, and a significant number of competitors possess substantially greater resources than the Company. The Company is dependent on a single individual, Mr. Zonghan Wu, who serves as President, Secretary, Treasurer, Chief Executive Officer, and Director, and who currently has the flexibility to work on the business up to 15 ²⁷ hours per week. The Company identified material weaknesses in internal control over financial reporting, including lack of a functioning audit committee, inadequate segregation of duties, and insufficient written policies and procedures for accounting and financial reporting.

Management's message emphasizes the Company's mission to improve the financial well-being of its clients through financial literacy seminar services, and highlights the enormous opportunity in promoting and profiting from financial literacy in New Zealand. The key strategic priorities emphasized for the period ahead include: continuing to provide PFL Seminar services to generate revenue, hiring additional qualified personnel as operations succeed, and securing further funding to continue the current business plan and increase operations. Management acknowledges that the Company's cash balance of $15,131 ²⁸ is not sufficient to fund limited levels of operations for any period of time, and that the Company requires further funding to continue its business plan and increase operations for the next twelve-month period. The Company incurred a net loss of $23,640 ²⁹ and negative cash flow from operating activities of $21,983 ³⁰ for the year ended May 31, 2026, with an accumulated deficit of $51,208 ³¹, conditions that raise substantial doubt about the Company's ability to continue as a going concern.