OTC: VDTA

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

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

3

Products
and Suppliers

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

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

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

Our
Customers

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

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

Our
Industry Background and Market Opportunity

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

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

4

Sales
and Marketing

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

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

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

Our
Operations

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

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

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

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

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

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

5

Inventory
Management

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

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

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

Information
Technology

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

Competition

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

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

6

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

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

Human
Capital Resources

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

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

Employee
Engagement

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

Health,
Safety and Wellness

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

Seasonality

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

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

7

Our
Business Strategy

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

Implications
of Being an Emerging Growth Company

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

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

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

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

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

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

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

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

ITEM
1A RISK FACTORS

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