The information contained in this Offering Circular includes some statements that are not historical and that are considered forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of our company; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements express our expectations, hopes, beliefs and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipates, believes, continue, could, estimates, expects, intends, may, might, plans, possible, potential, predicts, projects, seeks, should, will, would and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Offering Circular are based on current expectations and beliefs concerning future developments that are difficult to predict. We cannot guarantee future performance, or that future developments affecting our company will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with others, are also described below in the Risk Factors section. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

The following summary highlights material information contained in this Offering Circular. This summary does not contain all of the information you should consider before purchasing our common stock. Before making an investment decision, you should read this Offering Circular carefully, including the Risk Factors section and the unaudited consolidated financial statements and the notes thereto. Unless otherwise indicated, the terms we, us and our refer and relate to Discount Print USA, Inc., including its subsidiaries.

Our Company

Discount Print USA, Inc is a Wyoming Corporation (The “Company”). The Company was initially formed on June 17, 2019. The Company is a commercial printing firm that offers low-priced high-quality printing services to a wide variety of businesses as well as companies attending trade shows in major cities throughout the entire United States. We offer digital and offset printing services through a website geared towards major cities throughout America. We plan to eventually have virtual offices in every major city so we can capture business from conventions and businesses throughout the United States. These virtual offices are low-cost suites in various metropolitan areas and cities that serve primarily as a physical local pick-up location for nationwide clients. Customer traffic is driven through an extensive on-line presence through major internet search engines (i.e. Google, etc.) with locally addressed listings throughout the country. This effectively streamlines the Company’s overhead costs and increases margins and profit revenue without compromising customer service and product delivery. (See “Business”).

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Offering Summary

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Continuing Reporting Requirements Under Regulation A

As a Tier 1 issuer under Regulation A, we will be required to file with the SEC a Form 1-Z (Exit Report Under Regulation A) upon the termination of this offering. We will not be required to file any other reports with the SEC following this offering.

However, during the pendency of this offering and following this offering, we intend to file quarterly and annual financial reports and other supplemental reports with OTC Markets, which will be available at www.otcmarkets.com.

All of our future periodic reports, whether filed with OTC Markets or the SEC, will not be required to include the same information as analogous reports required to be filed by companies whose securities are listed on the NYSE or NASDAQ, for example.

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RISK FACTORS

DILUTION

Ownership Dilution

The information under “Investment Dilution” below does not take into account the potential conversion, at any time, of the outstanding shares of Series A Preferred Stock, the outstanding convertible promissory notes and warrants into a total of 7,527,377,678 shares, or approximately 51% of our then-outstanding shares, of common stock (assuming the complete conversion of all convertible instruments and sale of all Offered Shares). However, the conversion of such convertible instruments into shares of our common stock would cause holders of our common stock, including the Offered Shares (Company Offered Shares and Selling Shareholder Offered Shares), to incur significant dilution in their ownership of our company. (See “Risk Factors—Risks Related to a Purchase of the Offered Shares,” “Description of Securities” and “Security Ownership of Certain Beneficial Owners and Management”).

Investment Dilution

Dilution in net tangible book value per share to purchasers of our common stock in this offering represents the difference between the amount per share paid by purchasers of the Offered Shares in this offering and the net tangible book value per share immediately after completion of this offering. In this offering, dilution is attributable primarily to our negative net tangible book value per share.

If you purchase Company Offered Shares in this offering, your investment will be diluted to the extent of the difference between your purchase price per Company Offered Share and the net tangible book value of our common stock after this offering. Our net tangible book value as of December 31, 2025, was $(588,937) (unaudited), or $(0.0006) per share. Net tangible book value per share is equal to total assets minus the sum of total liabilities and intangible assets divided by the total number of shares outstanding.

Based on 998,662,505 shares of our common stock outstanding at December 31, 2025, the tables below illustrate the dilution to purchasers of Company Offered Shares in this offering, on a pro forma basis, assuming 100%, 75%, 50% and 25% of the Offered Shares are sold at a per share price of $0.0005.

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The table below sets forth the estimated proceeds we would derive from this offering, assuming the sale of 25%, 50%, 75% and 100% of the Company Offered Shares at a per share price of $0.0005. There is, of course, no guaranty that we will be successful in selling any of the Company Offered Shares in this offering.

_____________________

(1)Offering expenses include the following items, certain of which are estimated for purposes of this table: administrative expenses, legal and accounting fees, publishing/EDGAR and Blue-Sky compliance. 

The table below sets forth the proceeds we would derive from the sale of assuming the sale of 25%, 50%, 75% and 100% of the Company Offered Shares at a per share price of $0.0005, assuming the payment of no sales commissions or finder’s fees and assuming the payment of expenses associated with this offering of $15,000. There is, of course, no guaranty that we will be successful in selling any of the Company Offered Shares. All amounts set forth below are estimates.

_____________________

We reserve the right to change the foregoing use of proceeds, should our management believe it to be in the best interest of our company. The allocations of the proceeds of this offering presented above constitute the current estimates of our management and are based on our current plans, assumptions made with respect to the beverage industry, general economic conditions and our future revenue and expenditure estimates.

Investors are cautioned that expenditures may vary substantially from the estimates presented above. Investors must rely on the judgment of our management, who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations (if any), business developments and the rate of our growth. We may find it necessary or advisable to use portions of the proceeds of this offering for other purposes.

In the event we do not obtain the entire offering amount hereunder, we may attempt to obtain additional funds through private offerings of our securities or by borrowing funds. Currently, we do not have any committed sources of financing.

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In General

Our company is offering a maximum of 2,000,000,000 Company Offered Shares on a best-efforts basis, at a fixed price of $[0.0001-0.0005] per Company Offered Share; any funds derived from this offering will be immediately available to us for our use. There will be no refunds. This offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from this offering being qualified by the SEC or (c) the date on which this offering is earlier terminated by us, in our sole discretion.

In addition, the Selling Shareholder is offering up to 315,000,000 Selling Shareholder Offered Shares. We will not receive any of the proceeds from the sale of the Selling Shareholder Offered Shares in this offering. We will pay all of the expenses of the offering (other than the discounts and commissions payable with respect to the Selling Shareholder Offered Shares sold in the offering). Our company will not be involved in manner way in the sales of the Selling Shareholder Offered Shares by the Selling Shareholders. (See “Selling Shareholder”).

There is no minimum number of Company Offered Shares that we are required to sell in this offering. All funds derived by us from this offering will be immediately available for use by us, in accordance with the uses set forth in the Use of Proceeds section of this Offering Circular. No funds will be placed in an escrow account during the offering period and no funds will be returned, once an investor’s subscription agreement has been accepted by us.

We intend to sell the Offered Shares in this offering through the efforts of our Chief Executive Officer, Ronald Miller. Mr. Miller will not receive any compensation for offering or selling the Offered Shares. We believe that Mr. Miller is exempt from registration as a broker-dealer under the provisions of Rule 3a4-1 promulgated under the Securities Exchange Act of 1934 (the Exchange Act). In particular, Mr. Miller:

-is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Securities Act; and 

-is not to be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and 

-is not an associated person of a broker or dealer; and 

-meets the conditions of the following: 

-primarily performs, and will perform at the end of this offering, substantial duties for us or on our behalf otherwise than in connection with transactions in securities; and 

-was not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and 

-did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs (a)(4)(i) or (iii) of Rule 3a4-1 under the Exchange Act. 

As of the date of this Offering Circular, we have not entered into any agreements with selling agents for the sale of the Company Offered Shares. However, we reserve the right to engage FINRA-member broker-dealers. In the event we engage FINRA-member broker-dealers, we expect to pay sales commissions of up to 8.0% of the gross offering proceeds from their sales of the Company Offered Shares. In connection with our appointment of a selling broker-dealer, we intend to enter into a standard selling agent agreement with the broker-dealer pursuant to which the broker-dealer would act as our non-exclusive sales agent in consideration of our payment of commissions of up to 8.0% on the sale of Company Offered Shares effected by the broker-dealer.

Procedures for Subscribing

In General. If you are interested in subscribing for Company Offered Shares in this offering, please submit a request for information by e-mail to Mr. Miller at: ron@discountprintusa.com; all relevant information will be delivered to you by return e-mail via electronic PDF format. Additionally, this Offering Circular will be available for viewing and download 24 hours per day, 7 days per week on our website at www.discountprintusa.com, as well as on the SEC’s website, www.sec.gov.

Thereafter, should you decide to subscribe for Company Offered Shares, you are required to follow the procedures described therein, which are:

-Electronically execute and deliver to us a subscription agreement via e-mail to: ron@discountprintusa.com; and 

-Deliver funds directly by check or by wire or electronic funds transfer via ACH to our specified bank account. 

Subscription Review Process. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to us and shall have cleared, we have the right to review and accept or reject your subscription, in whole or in part. In determining whether to accept or reject a subscription, we will consider the following factors: whether the subscriber or an affiliate of the subscriber qualifies as a “bad actor” as defined in Rule 262(d) of the SEC; the reputation of

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the subscriber and its affiliates within the securities industry; our then-current need for a cash investment; the state of the securities markets, in general, and the market for our common stock, in particular.

Within three (3) days after we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to us and shall have cleared, we will notify you of our decision, and the reason therefor, to reject or accept your subscription.

Rejection of Subscriptions. Should we determine to reject your subscription, we will return all monies from your rejected subscription via wire transfer (or such other method as directed by you) within one (1) business day of our notifying you of such determination, without interest or deduction.

Acceptance of Subscriptions. Should we determine to accept your subscription, we will countersign the subscription agreement and, within one (1) business day, issue and deliver the Company Offered Shares subscribed in accordance with your delivery instructions. Once your subscription has been accepted by us, you may not revoke or change your subscription or request the return of your subscription funds. All accepted subscription agreements are irrevocable.

An investor will become a shareholder of our company, upon our acceptance of our acceptance of a subscription, with the Company Offered Shares being issued immediately thereafter. For clarity, the subscription settlement will not occur until an investor’s funds have cleared and we accept an investor’s subscription.

By executing the subscription agreement and paying the total purchase price for the Company Offered Shares subscribed, each investor agrees to accept the terms of the subscription agreement and attests that the investor meets certain minimum financial standards. (See “State Law Exemption and Offerings to Qualified Purchasers” below).

An approved trustee must process and forward to us subscriptions made through IRAs, Keogh plans and 401(k) plans. In the case of investments through IRAs, Keogh plans and 401(k) plans, we will send the confirmation and notice of our acceptance to the trustee.

Minimum Purchase Requirements

You must initially purchase at least $2,000 of the Company Offered Shares in this offering. If you have satisfied the minimum purchase requirement, any additional purchase must be in an amount of at least $1,000.

State Law Exemption and Offerings to Qualified Purchasers

State Law Exemption. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to purchase any Offered Shares, whether Company Offered Shares or Selling Shareholder Offered Shares, in any jurisdiction in which, or to any person to whom, it would be unlawful to do so. An investment in the Offered Shares (Company Offered Shares and Selling Shareholder Offered Shares) involves substantial risks and possible loss by investors of their entire investments. (See “Risk Factors”).

The Offered Shares have not been qualified under the securities laws of any state or jurisdiction. Currently, we plan initially to qualify the Offered Shares, Company Offered Shares and Selling Shareholder Offered Shares, in Colorado, Connecticut, Delaware, Florida, Georgia, Puerto Rico and New York, and it is possible that we would determine to qualify Offered Shares (Company Offered Shares and Selling Shareholder Offered Shares) in all states. In the case of each state in which Offered Shares (Company Offered Shares and Selling Shareholder Offered Shares) are offered and sold, we will qualify the Offered Shares (Company Offered Shares and Selling Shareholder Offered Shares) for sale with the applicable state securities regulatory body or the Offered Shares (Company Offered Shares and Selling Shareholder Offered Shares) will be offered and sold pursuant to an exemption from registration found in the applicable state’s securities, or Blue Sky, law.

Certain of our offerees may be broker-dealers registered with the SEC under the Exchange Act, who may be interested in reselling the Company Offered Shares to others. Any such broker-dealer will be required to comply with the rules and regulations of the SEC and FINRA relating to underwriters. 

Investor Suitability Standards. The Offered Shares may only be purchased by investors residing in a state in which this Offering Circular is duly qualified who have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (b) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings.

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Issuance of the Offered Shares

Upon settlement, that is, at such time as an investor’s funds have cleared and we have accepted an investor’s subscription agreement, we will either issue such investor’s purchased Offered Shares in book-entry form or issue a certificate or certificates representing such investor’s purchased Offered Shares.

Transferability of the Offered Shares

The Offered Shares will be generally freely transferable, subject to any restrictions imposed by applicable securities laws or regulations.

Advertising, Sales and Other Promotional Materials

We have not used, and we do not intend to use, any advertising, sales and other promotional materials outside of this Offering Circular, including “testing the waters” materials under the authorization of Rule 255.

After the qualification of this offering by the SEC, a $29,000 principal amount convertible note (the Subject Convertible Note) will, by their terms, be eligible for conversion into the Conversion Shares (the Selling Shareholder Offered Shares), at the election of its holder, at a conversion price of $0.0001 per share converted. Following all such issuances, we intend to file a supplement to this Offering Circular pursuant to Rule 253(g)(2), wherein the exact number of Conversion Shares issued in payment of the Subject Convertible Note will be disclosed.

The shareholder named in the table below is the “Selling Shareholder.” The Selling Shareholder intends to sell up to 315,000,000 Selling Shareholder Offered Shares at the offering price for all of the Offered Shares, $[0.0001-0.0005] per share. The Selling Shareholder is a third party. Our company will not be involved in any manner in the sales of the Selling Shareholder Offered Shares by the Selling Shareholder.

We will pay all of the expenses of this offering (other than the selling commissions payable with respect to the Selling Shareholder Offered Shares sold in this offering, if any), but we will not receive any of the proceeds from the sales of Selling Shareholder Offered Shares in this offering.

The Selling Shareholder intends to sell the Selling Shareholder Offered Shares in market transactions or in negotiated private transactions at the per share offering price for all of the Offered Shares, $[0.0001-0.0005] per share. The Selling Shareholder may be deemed to be an “underwriter” of the shares of our common stock offered by the Selling Shareholder in this offering. In this regard, the Selling Shareholder intends to deliver to a purchaser this Offering Circular before or with the sale of Selling Shareholder Offered Shares. It is expected that, in sales of Selling Shareholder Offered Shares in market transactions, if any, this Offering Circular would be delivered in digital format with the relevant sale confirmation.

A minimum purchase of $2,000 of the Selling Shareholder Offered Shares is required in this offering; any additional purchase must be in an amount of at least $1,000.

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General

Our authorized capital stock consists of (a) 5,000,000,000 shares of common stock, $.001 par value per share; and (b) 5,000,000 shares of Preferred Stock, $.001 par value per share, (1) 5,000,000 of which have been designated Series A Preferred Stock and (2) 10,000 of which have been designated Series B Preferred Stock.

As of the date of this Offering Circular, there were (x) 998,662,505 shares of our common stock issued and outstanding held by approximately 5 holders of record; (y) 5,000,000 shares of Series A Preferred Stock issued and outstanding held by one (1) holder of record; and (z) no shares of Series B Preferred Stock issued and outstanding.

Common Stock

General. The holders of our common stock currently have (a) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; (b) are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of our company; (c) do not have preemptive, subscriptive or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote. Our Bylaws provide that, at all meetings of the shareholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise required by Wyoming law or our Articles of Incorporation, as amended, a majority of the votes cast at a meeting of the shareholders shall be necessary to authorize any corporate action to be taken by vote of the shareholders.

Non-cumulative Voting. Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Further, the outstanding shares of Series A Preferred Stock are beneficially owned by our Chief Executive Officer, Ronald Miller. Mr. Miller, thus, controls all corporate matters of our company. (See “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Transactions”).

Pre-emptive Rights. As of the date of this Offering Circular, no holder of any shares of our capital stock has pre-emptive or preferential rights to acquire or subscribe for any unissued shares of any class of our capital stock not otherwise disclosed herein.

Series A Preferred Stock

Dividends. In the event the Company declares a dividend, each holder of Series A Preferred stock shall be entitled to receive a dividend equal in amount and kind to that payable to the holders of Common stock at a rate that assumes full conversion of the holder’s Series A shares into Common stock.

Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Company, the holders of record of shares of Series A Preferred shall be entitled to receive, immediately prior and in preference to any distribution to the holders of the Company’s Common stock, a liquidation preference equal to $110 per share.

Conversion. Each share of Series A Preferred stock is convertible into 1,000 shares of Common stock. 

Voting. Each share of Series A Preferred stock is entitled to 100,000 votes on any matter submitted to shareholders for a vote.

Adjustment for Stock Splits. In the event of a reverse stock split, the Conversion Ratio will be adjusted proportionately such that, after such reverse stock split, each share of Series A Preferred will convert into the same number of shares of Common Stock into which it was convertible immediately preceding such reverse stock split. 

Series B Preferred Stock

Dividends. None

Conversion. Each share of Series B Preferred stock is convertible into 20,000 shares of Common stock.

Voting. None

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Adjustment for Stock Splits. In the event of a reverse stock split, the Conversion Ratio will be adjusted proportionately such that, after such reverse stock split, each share of Series A Preferred will convert into the same number of shares of Common Stock into which it was convertible immediately preceding such reverse stock split.

Subject Convertible Note

The Subject Convertible Note, $29,000 principal amount, was issued on December 8, 2025, to Newlan Law Firm, PLLC, our legal counsel, bears interest at 8% per annum, is due on December 8, 2026, and is convertible at this holder’s election, into Conversion Shares and a conversion price of $0.0001 per share converted. This convertible promissory note was issued in payment of legal services. (See “Plan of Distribution” and “Selling Shareholder”). 

Convertible Promissory Notes

At December 31, 2025, the convertible promissory notes set forth in the table below were outstanding. 

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(1) This number of shares was calculated using the “50% discount to the Market Price.”

(2) This number of shares was calculated using the “fixed conversion price.”

(3) This number of shares was calculated using the “default conversion price” of $.0001, representing a change from the original fixed conversion price of $.001 per share, which, if still in effect, would have yielded a number of conversion shares equal to 10% of the number of conversion shares shown.

All of the convertible promissory notes listed above are in default; however, their holder, Quick Capital, LLC, has not caused the acceleration of any of such convertible promissory notes. Due to such default, the per share conversion price of all of the convertible promissory notes has dropped from $0.001 to $0.0001 per share.

Currently, we have no ability to repay any of such convertible promissory notes. In this regard, please see “Management’s Discussion and Analysis of Results of Operations and Financial Condition—Liquidity and Capital Resources.”

Warrants

The table below summarizes the activity of warrants exercisable for shares of our common stock at December 31, 2025:

Dividend Policy

We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Shareholder Meetings

Our bylaws provide that special meetings of shareholders may be called only by our Board of Directors, the chairman of the board, or our president, or as otherwise provided under Wyoming law.

Transfer Agent

Currently, the transfer agent for our common stock is Colonial Stock Transfer Co., Inc., 7840 S 700 E, Sandy, Utah 84070. Colonial Stock Transfer’s website is located at: www.colonialstock.com. No information found on Colonial Stock Transfer’s website is part of this Offering Circular.

Organization and History

Discount Print USA, Inc is a Wyoming Corporation (The “Company”). The Company was initially formed on June 17, 2019. The Company is a commercial printing firm that offers low-priced high-quality printing services to a wide variety of businesses as well as companies attending trade shows in major cities throughout the entire United States. We offer digital and offset printing services through a website geared towards major cities throughout America. We plan to eventually have virtual offices in every major city so we can capture business from conventions and businesses throughout the United States. These virtual offices are low-cost suites in various metropolitan areas and cities that serve primarily as a physical local pick-up location for nationwide clients. Customer traffic is driven through an extensive on-line presence through major internet search engines (i.e. Google, etc.) with locally addressed listings throughout the country. This effectively streamlines the Company’s overhead costs and increases margins and profit revenue without compromising customer service and product delivery.

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Recent Events – Jubilee Technologies, LLC

On May 19, 2025, we entered into a Reorganization Agreement (the “Jubilee Agreement”) to acquire Jubilee Technologies LLC (“Jubilee”), a technology-driven digital advertising company specializing in search engine marketing (SEM), AI automation, and scalable media execution, in exchange for 250,000,000 shares of our common stock, with Jubilee intended to be a strategic addition to our print and media services.

The acquisition of Jubilee was purported to have been closed effective July 1, 2025. However, the acquisition of Jubilee never closed: certain “closing” actions associated with the Jubilee Agreement, including (a) the issuance of 250,000,000 shares of our common stock to the owner of Jubilee, Evan Bloomberg, and (b) Mr. Bloomberg’s execution of certain required board actions. In addition to the foregoing, the structure of the Jubilee Agreement was based, foundationally, on mistake of fact, inasmuch as neither our company nor Mr. Bloomberg was aware of the fact that the structure of the acquisition transaction embodied by the Jubilee Agreement would not eliminate our having to include historical financial statements for Jubilee in future offerings, including Regulation A offerings. This reality was exacerbated by the circumstance that our company has been unable to confirm properly Jubilee’s historical financial information, as well as the financial information provided for the reporting periods through December 31, 2025. Based on the foregoing, the Jubilee Agreement, including the attendant Voting Agreement, was formally rescinded, effective December 31, 2025, to establish definitively that the Jubilee Acquisition never closed.

Employees

As of the date of this offering circular, we have two full-time employees, including our officers. There is no collective agreement between our company and our employees. The employment relationship between employees and our company is individual and standard for the industry.

Property

Our corporate offices are located at 5125 West Oquendo, Suite 9, Las Vegas, Nevada 89118.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement

The following discussion and analysis should be read in conjunction with our unaudited financial statements and related notes, beginning on page F-1 of this Offering Circular.

Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described under Cautionary Statement Regarding Forward-Looking Statements and Risk Factors. We assume no obligation to update any of the forward-looking statements included herein.

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements. These forward-looking statements generally are identified by the words believes, project, expects, anticipates, estimates, intends, strategy, plan, may, will, would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Recent Events – Jubilee Technologies, LLC

On May 19, 2025, we entered into a Reorganization Agreement (the Jubilee Agreement) to acquire Jubilee Technologies LLC (Jubilee), a technology-driven digital advertising company specializing in search engine marketing (SEM), AI automation, and scalable media execution, in exchange for 250,000,000 shares of our common stock, with Jubilee intended to be a strategic addition to our print and media services.

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The acquisition of Jubilee was purported to have been closed effective July 1, 2025. However, the acquisition of Jubilee never closed: certain “closing” actions associated with the Jubilee Agreement, including (a) the issuance of 250,000,000 shares of our common stock to the owner of Jubilee, Evan Bloomberg, and (b) Mr. Bloomberg’s execution of certain required board actions. In addition to the foregoing, the structure of the Jubilee Agreement was based, foundationally, on mistake of fact, inasmuch as neither our company nor Mr. Bloomberg was aware of the fact that the structure of the acquisition transaction embodied by the Jubilee Agreement would not eliminate our having to include historical financial statements for Jubilee in future offerings, including Regulation A offerings. This reality was exacerbated by the circumstance that our company has been unable to confirm properly Jubilee’s historical financial information, as well as the financial information provided for the reporting periods through December 31, 2025. Based on the foregoing, the Jubilee Agreement, including the attendant Voting Agreement, was formally rescinded, effective December 31, 2025, to establish definitively that the Jubilee Acquisition never closed.

Revision of Financial Statements

The accompanying financial statements for the six months ended December 31, 2025, do not include balance sheet or operating results previously attributable to Jubilee Technologies LLC, inasmuch as the acquisition of Jubilee never closed.

Company Overview and Plan of Operation

Discount Print USA, Inc. is a Wyoming corporation formed on June 17, 2019. The Company is a commercial printing management company that offers competitively priced printing services to businesses and individuals nationwide. Operating primarily through an internet-based platform supported by a network of virtual offices, we provide digital, offset, large-format, and on-demand printing services that are outsourced to established third-party printing vendors for fulfillment. The Company does not operate its own printing facilities; rather, it acts as a marketing, sales, and coordination intermediary between customers and print fulfillment partners. Headquartered in Las Vegas, Nevada, the Company has developed specialized expertise in supporting the printing needs of convention and trade show participants in the region.

The Company markets a wide array of products and services, including:

·Brochures/Flyers  

·Business Cards  

·Calendars  

·Presentation Folders  

·Tradeshow Booth Displays  

·Large Format Printing  

·Foam, Gator, and Sintra Board Signs  

·Modular and Outdoor Displays  

·Envelopes, Door Hangers, and more  

Recent Trends and Operational Developments. Since the end of the most recent fiscal year, the Company has continued to expand its national footprint through the rollout of its virtual office model. As of the date of this filing, we have opened 100 virtual office locations across major U.S. metropolitan areas, up from approximately 65 locations at the end of the prior year. This growth has contributed to a moderate increase in order volume, particularly from customers attending conventions or requiring expedited, localized delivery.

Sales Trends. Sales have experienced a gradual upward trend in the current financial year, driven by increased web traffic and improved SEO performance. The resumption of trade shows and conventions following the COVID-19 pandemic has contributed positively to our sales pipeline, particularly in the Las Vegas and Orlando markets. However, order volume still remains sensitive to seasonal event calendars and broader economic sentiment. 

Production and Inventory. Because the Company outsources production to third-party printing partners, we do not carry inventory. Instead, production is demand-driven and fulfilled on a just-in-time basis. We have not experienced material disruptions in production capabilities to date. However, the printing industry has seen modest price increases in materials such as paper and inks, which are reflected in the pricing of third-party vendors. We may pass along certain cost increases to customers, but rising costs could compress margins if not offset by pricing adjustments. 

Order Book. The Company does not maintain a formal backlog or long-term contract order book, as orders are generally completed within short fulfillment cycles. However, our active sales pipeline includes repeat business from convention clients and businesses that utilize our services regularly, indicating recurring revenue opportunities. 

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Costs and Pricing. Outsourcing production helps the Company maintain a low fixed cost structure. However, costs associated with digital advertising, lead generation, and search engine optimization have increased moderately. In response, the Company is actively optimizing its digital marketing campaigns to improve conversion efficiency. Pricing remains competitive, but we continue to evaluate whether modest price adjustments are warranted to preserve gross margins while balancing market demand. 

Known Trends and Risks Affecting Future Operations. For the current financial year and beyond, the Company has identified the following trends, uncertainties, and operational factors that may materially impact its revenues, net income, liquidity, or capital resources: 

·Economic conditions and potential recessionary pressures may lead to reduced business spending on marketing and printing services, particularly for discretionary or event-driven orders.  

·Online customer acquisition costs through Google and other digital channels may continue to increase, affecting return on advertising spend.  

·Third-party vendor relationships remain critical. Disruption in fulfillment capacity, quality issues, or vendor pricing volatility could negatively impact our service delivery and margins.  

·Scalability challenges associated with managing an expanding network of virtual offices and coordinating logistics for localized deliveries may strain operational efficiency.  

·Capital constraints may limit the Company’s ability to open additional virtual offices or invest in technology and customer support infrastructure needed to maintain a high level of service as order volume increases.  

Additionally, the Company’s current revenue model depends on variable, transactional sales. If the Company is unable to build longer-term contractual relationships with clients, or if competition intensifies from fully integrated printing providers or new market entrants, future operating results may vary significantly from historical trends and may not be indicative of future performance.

Forward-Looking Strategy. Despite these challenges, the Company remains focused on strategic expansion through its low-overhead virtual office model. For every $100,000 in capital raised, we estimate we can open a minimum of 100 additional virtual offices. Contingent on the proceeds raised in this offering, we intend to open a minimum of 300 new virtual offices over the next 12 months. This expansion is expected to increase order flow, customer reach, and brand visibility, particularly in markets where we have identified consistent demand from local businesses and event organizers.

Planned use of capital raised includes:

·Opening new virtual offices  

·Increasing digital marketing and advertising spend  

·Satisfying outstanding financial obligations  

·Establishing a working capital reserve for future operational needs.  

Results of Operations

Six Months Ended December 31, 2025, compared to December 31, 2024. 

Net Revenues – For the periods ended December 31, 2025 and 2024, our business had net revenues of $170,902, and $155,053, respectively, as a result of business expansion into new cities in the United States.

Cost of Goods Sold – For the periods ended December 31, 2025 and 2024, our business had costs of goods sold of $63,821 and $63,399, respectively, as a result of business expansion into new cities in the United States.

Gross Profits – For the periods ended December 31, 2025 and 2024, our business had gross profits of $107,082 and $91,654, respectively.

Professional Expenses – For the periods ended December 31, 2025 and 2024, our business incurred professional fees in the amount of $41,130 and $92,835, respectively.

General and Administrative Expenses – For the periods ended December 31, 2025 and 2024, our business incurred general and administrative expenses in the amount of $64,464 and $66,305, respectively.

Other Income (Expense) – For the periods ended December 31, 2025 and 2024, other expense totaled $10,499 and $70,838, respectively.

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Net Losses – For the periods ended December 31, 2025 and 2024, our business had net losses of $9,011 and $138,324, respectively.

Year Ended June 30, 2025, compared to Year Ended June 30, 2024. 

Net Revenues – For the years ended June 30, 2025, and June 30, 2024, our business had net revenues of $312,504 and $359,192, respectively, as a result of business expansion into new cities in the United States.

Cost of Goods Sold – For the years ended June 30, 2025, and June 30, 2024, our business had costs of goods sold of $123,518 and $143,137, respectively, as a result of business expansion into new cities in the United States.

Gross Profits – For the years ended June 30, 2025, and June 30, 2024, our business had gross profits of $188,986 and $216,054, respectively.

Professional Expenses – For the years ended June 30, 2025, and June 30, 2024, our business incurred professional fees in the amount of $136,779 and $179,344, respectively.

General and Administrative Expenses – For the years ended June 30, 2025, and June 30, 2024, our business incurred general and administrative expenses in the amount of $137,757 and $135,667, respectively.

Other Income (Expense) – For the years ended June 30, 2025, and June 30, 2024, other expense totaled $120,436 and $42,132, respectively.

Net Losses – For the years ended June 30, 2025, and June 30, 2024, our business had net losses of $205,986 and $141,088, respectively.

Liquidity and Capital Resources

At December 31, 2025.

Net cash provided by operating activities for the period ended December 31, 2025, was $6,614 and, for the period ended December 31, 2024, net cash used in operating activities was $77,150.

Net cash used in financing activities for the period ended December 31, 2025, was $5,446 and, for the period ended December 31, 2024, net cash provided by financing activities was $9,516.

As of December 31, 2025, and June 30, 2025, the Company had current liabilities in the amount of $612,760 and $606,538, respectively, consisting of a combination of accounts payable, convertible notes, derivative liabilities and short-term notes payable, including a balance of $129,577 and $120,333 owed to related parties at December 31, 2025, and April 30, 2025, respectively.

At December 31, 2025, in addition to the Subject Convertible Note, the convertible promissory notes set forth in the table below were outstanding. 

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(1) This number of shares was calculated using the “50% discount to the Market Price.”

(2) This number of shares was calculated using the “fixed conversion price.”

(3) This number of shares was calculated using the “default conversion price” of $.0001, representing a change from the original fixed conversion price of $.001 per share, which, if still in effect, would have yielded a number of conversion shares equal to 10% of the number of conversion shares shown.

All of the convertible promissory notes listed above are in default. Currently, we have no ability to repay any of such convertible promissory notes and we do not intend to apply and of the proceeds of this offering, if any, towards the repayment thereof. Rather, we intend utilize available cash from operations, if any, to repay such convertible promissory notes. There is no assurance that our operations will generate sufficient available cash with which to make such repayment, even if we sell all of the Offered Shares in this offering, of which there no assurance. Should we be unable to repayment such convertible promissory notes, we expect that their holder, Quick Capital, LLC, would convert them into shares of our common stock and sell such shares into the market. Such circumstance can be expected to cause significant downward pressure on the then-market price of our common stock, to the detriment of purchasers of Offered Shares. (See “Risk Factors— Risks Related to a Purchase of the Offered Shares”). 

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As of December 31, 2025, the Company had $1,150 in cash to fund its operations. The Company does not believe its current cash balance will be sufficient to allow the Company to fund its planned operating activities for the next twelve months. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail some of its planned activities. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities should the Company be unable to continue as a going concern.

As the Company continues to incur losses, achieving profitability is dependent on achieving a level of revenues adequate to support the Company's cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital. Management intends to fund future operations through additional private or public equity offerings and may seek additional capital through arrangements with strategic partners from other sources. There can be no assurances, however, that additional funding will be available on terms acceptable to the Company, or at all. Any equity financing may be dilutive to existing shareholders.

In order to move forward with our business development plan, set forth above, we will require additional financing, as allocated in the Use of Proceeds section herein.

We will require substantial additional financing, in order to execute our business expansion and development plans and we may require additional financing in order to sustain substantial future business operations for an extended period of time. We currently do not have any firm arrangements for financing, and we may not be able to obtain financing when required, in the amounts necessary to execute our plans in full, or on terms which are economically feasible.

We are currently seeking additional financing. If we are unable to obtain the necessary capital to pursue our strategic plan, we may have to reduce the planned future growth of our operations.

At June 30, 2025.

Net cash used in operating activities for the years ended June 30, 2025, and June 30, 2024, was $133,377 and $78,634, respectively.

Net cash used in investing activities for the years ended June 30, 2025, and June 30, 2024, was $-0- and $1,950, respectively.

Net cash provided by financing activities for the year ended June 30, 2025, was $129,116 and, for the year ended June 30, 2024, net cash used in financing activities was $17,031, respectively.

As of June 30, 2025, and June 30, 2024, the Company had current liabilities in the amount of $606,538 and $492,279, respectively, consisting of a combination of accounts payable, convertible notes, derivative liabilities and short-term notes payable, including a balance of $128,018 and $120,333 owed to related parties at June 30, 2025, and June 30, 2024, respectively.

Off Balance Sheet Arrangements

As of December 31, 2025, and June 30, 2025, there were no off-balance sheet arrangements.

Going Concern

The Company has experienced a net loss and had an accumulated deficit of $1,581,932 and $1,572,921 as of December 31, 2025, and June 30, 2025, respectively. The success of our business plan during the next 12 months and beyond will be contingent upon generating sufficient revenue to cover our costs of operations and/or upon obtaining additional financing.

Critical Accounting Policies

We have identified the policies outlined in Note 3 in the attached unaudited financial statements as of and for the periods ended December 31, 2025 and 2024, as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operation where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

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Additional Company Matters

The Company has not filed for bankruptcy protection, nor has it ever been involved in receivership or similar proceedings.

The Company is not presently involved in any other legal proceedings material to the business or financial condition of the Company. The Company does not anticipate any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business, in the next 12 months.

Capital Expenditures

We made no capital expenditures during the six months ended December 31, 2025, and the year ended June 30, 2025. However, should be obtain proceeds in this offering, or otherwise, we expect to make capital expenditures during the next twelve months. We are unable to predict the amount or timing of any such expenditures.

Directors and Executive Officers

The following table sets forth certain information concerning our company’s executive management.

Our directors serve until a successor is elected and qualified. Our officers are elected by the Board of Directors to a term of one (1) year and serves until their successor(s) is duly elected and qualified, or until they are removed from office.

Certain information regarding the backgrounds of each of our officers and directors is set forth below.

Ronald Miller, President, Secretary, Treasurer and Director. Mr. Miller has over forty years of experience in the printing and publishing industry. He has printed and published both educational books and educational programs starting in 1976. His first book publication was called “The American Dream: Shadow and Substance,” a collector’s pictorial of America’s first 200 years. In 1977, he went on to publish another book; “The Gambia.” During the research process for “The Gambia,” Mr. Miller hired his college political science instructor, Dr. Andrea Fletcher of La Verne College, to chronicle her observations from an academic perspective. Along with a professional photographer, Dr. Fletcher traveled directly to Gambia, a nation in West Africa. While there, Dr. Fletcher was able to have a first-hand look at the country, its people, customs, culture, and history primarily for use in the US school and public library markets. Both of these were purchased by teachers and librarians throughout the United States. 

In 1991, Mr. Miller became the executive producer of his first educational film, “The Rise and Fall of the Soviet Union.” This fascinating 2-hour documentary is an overview of the last 700 years of Russian history, from the military exploits of one of its founders, Alexander Nevski, in 1240 AD and ending with the dissolution of the Soviet Empire and the fall of the Iron Curtain in 1991. After launching that educational documentary, Mr. Miller went on to produce over 50 more educational programs dealing with a wide variety of subjects and historical periods including:

·The Rise and Fall of the Soviet Union  

·The History and Mystery of China  

·Japan: Land of the Rising Sun  

·The Life and Times of Ronald Reagan  

·World War I: Cause and Effect  

·The History and Function of Congress  

·The Extraordinary Life of Amelia Earhart  

·When Women Ruled: Great Women Leaders in World History  

·Einstein  

·The Mystery of Sherlock Holmes  

·Great American Landmarks  

·Helen Keller  

·A Century of Flight  

·Democracy in America  

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·Great Native American Warrior Chiefs  

·Great Women in American History  

·Legends of the Wild Wild West  

·Mount Rushmore  

·Reconstruction of the United States  

·The American Dream (a documentary version of Mr. Miller’s book of the same name)  

·The American Revolution  

·The Declaration of Independence  

·The History of Conservative Politics in America  

·The Lewis and Clark Expedition and a number of others.  

These programs have been widely used as supplemental in-classroom media curriculum for schools and public libraries throughout the US since his first release in 1991 of “The Rise and Fall of the Soviet Union.”

R. Nickolas, Chief Financial Officer. Mr. Jones has 20+ years of experience working as an accountant for small public companies, performing financial statement and tax preparation services. He currently serves as a partner at Peregrine Accounting and Consulting, LLC. He has served in this position since the company’s inception in 2016. During that time, he has served on the boards of several publicly traded companies, serving as their CFO. 

Maximillian Orosz, Chief Operating Officer. In 2015, Mr. Orosz founded, and is the owner of, Royal Marketing Star, a Las Vegas, Nevada-based full-service digital marketing company that delivers customized, data-driven solutions to a diverse, nationwide client base. Since founding Royal Marketing Star, Mr. Orosz has, on behalf of clients, developed and managed high-ROI Pay-Per-Click campaigns across search and social channels, which serve to optimize ad spend to drive targeted traffic and maximize lead generation. In addition, he has spearheaded end-to-end website creation projects, focusing on responsive design, user experience and conversion rate optimization to build effective digital storefronts for clients; designed and executed comprehensive Search Engine Optimization (SEO) strategies, successfully increasing clients’ organic search rankings, site traffic and online visibility; and acted as the lead account manager, consulting with clients across the country to align marketing strategies with their specific business goals and revenue targets. 

Conflicts of Interest

At the present time, we do not foresee any direct conflict between our officers and directors, their other business interests and their involvement in our company.

Corporate Governance

We do not have a separate Compensation Committee, Audit Committee or Nominating Committee. These functions are conducted by our Board of Directors acting as a whole.

During the year ended June 30, 2025, our Board of Directors, did not hold a meeting, but took all necessary actions by written consent in lieu of a meeting.

Independence of Board of Directors

Our Sole Directors is not independent, within the meaning of definitions established by the SEC or any self-regulatory organization. We are not currently subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include independent directors.

Shareholder Communications with Our Board of Directors

Our company welcomes comments and questions from our shareholders. Shareholders should direct all communications to our Chief Executive Officer, Ronald Miller, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to respond individually to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with OTC Markets, so that all shareholders have access to information about us at the same time. Mr. Sheikh collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties, unless the communication is clearly frivolous.

Code of Ethics

As of the date of this Offering Circular, our Board of Directors has not adopted a code of ethics with respect to our directors, officers and employees.

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In General

As of the date of this Offering Circular, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our company, pursuant to any presently existing plan provided by, or contributed to, our company.

Compensation Summary

The following table summarizes information concerning the compensation awarded, paid to or earned by, our executive officers.

Summary Compensation Table

(1) Mr. Bloomberg was an officer of our company from July 2025 to February 2026.

(2) Mr. Orosz became an officer of our company in February 2026.

Stock Incentive Plan

In the future, we may establish a management stock incentive plan pursuant to which stock options and awards may be authorized and granted to our directors, executive officers, employees and key employees or consultants. Details of such a plan, should one be established, have not been decided yet. Stock options or a significant equity ownership position in us may be utilized by us in the future to attract one or more new key senior executives to manage and facilitate our growth.

Outstanding Option Awards

The following table provides certain information regarding unexercised options to purchase common stock, stock options that have not vested and equity-incentive plan awards outstanding as of the date of this Offering Circular, for each named executive officer.

Employment Agreements

We have not entered into employments agreements with either of our executive officers.

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Outstanding Equity Awards

During the years ended June 30, 2025 and 2024, our Board of Directors made no equity awards and no such award is pending.

Long-Term Incentive Plans

We currently have no long-term incentive plans.

Director Compensation

Our Directors receive no compensation for their serving as a Director of our company.

The following table sets forth, as of the date of this Offering Circular, information regarding beneficial ownership of our common stock by the following: (a) each person, or group of affiliated persons, known by our company to be the beneficial owner of more than five percent of any class of our voting securities; (b) each of our directors; (c) each of the named executive officers; and (d) all directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options, warrants, convertible notes or other rights held by that person that are currently exercisable or convertible, or exercisable or convertible within 60 days of the date of this Offering Circular, are deemed outstanding. Such shares, however, are not deemed outstanding for purposes of computing the percentage ownership of any other person. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Amounts Owed to Officers

As of December 31, 2025, and June 30, 2025, the Company owed our officer and director, Ronald Miller, for consulting services rendered, totaling $31,425 and $31,301, respectively.

As of December 31, 2025, and June 30, 2025, the Company owed our officer, R. Nickolas Jones, for accounting services rendered, totaling $96,593 and $96,593, respectively.

Series A Preferred Stock

In 2019, at the founding of our company, we issued 5,000,000 shares of Series A Preferred Stock to Ronald Miller, our Chief Executive Officer, for services, which shares were valued at $5,000, in the aggregate. 

Certain legal matters with respect to the Offered Shares, the Company Offered Shares and the Selling Shareholder Offered Shares, offered by this Offering Circular will be passed upon by Newlan Law Firm, PLLC.

Newlan Law Firm, PLLC is the holder of the Subject Convertible Note in the principal amount of $29,000. We issued such Subject Convertible Note to Newlan Law Firm, PLLC, the Selling Shareholder, pursuant to a legal services agreement with Newlan Law Firm, PLLC.

After the qualification of this offering by the SEC, the Subject Convertible Note held by Newlan Law Firm, PLLC will, by its terms, be convertible into the Conversion Shares at a conversion price of $0.0001 per share converted. Following any such issuances, we intend to file a supplement to this Offering Circular pursuant to Rule 253(g)(2), wherein the exact number of Conversion Shares (which are Selling Shareholder Offered Shares) issued in payment of the Subject Convertible Note held by Newlan Law Firm, PLLC will be disclosed.

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We have filed an offering statement on Form 1-A with the SEC under the Securities Act with respect to the common stock offered by this Offering Circular. This Offering Circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement or the exhibits and schedules filed therewith. For further information with respect to us and our common stock, please see the offering statement and the exhibits and schedules filed with the offering statement. Statements contained in this Offering Circular regarding the contents of any contract or any other document that is filed as an exhibit to the offering statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the offering statement. The offering statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an Internet website that contains all information regarding companies that file electronically with the SEC. The address of the site is www.sec.gov.

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Page

Discount Print USA, Inc.

Unaudited Financial Statements For the Six Months Ended December 31, 2025 and 2024

Unaudited Financial Statements For the Years Ended April 30, 2025 and 2024

Condensed Balance Sheets

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

F-1

Condensed Statement of Operations

(Unaudited)

F-2

Condensed Statement of Stockholders’ Deficit

(Unaudited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

F-3

Discount Print USA, Inc.

Condensed Statement of Stockholders’ Deficit

(Unaudited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

F-4

Condensed Statement of Cash Flow

(Unaudited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

F-5

Notes to Unaudited Financial Statements

As at December 31, 2025

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Discount Print USA, Inc. (the “Company”) was incorporated in the State of Wyoming on June 17, 2019. The Company has minimal operations currently. Management is waiting to raise funds from investors to begin activities. The Company’s principal business consists of producing flyers, posters and printing images. The Company began generating revenues from operations during the fiscal year ended 2020.

NOTE 2 – GOING CONERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America, applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern for a period of one year from the issuance of these financial statements. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management, significant shareholders, and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). In connection with the preparation of the financial statements, we are required to make assumptions and estimates about future events that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumption and estimate on historical experience and other factors that management believes are relevant at the time our financial statements are prepared. On a periodic basis, management reviews the accounting policies, assumptions and estimates to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from the estimates and assumptions, and such differences could be material.

Use of Estimates

In connection with the preparation of the financial statements, we are required to make assumptions and estimates about future events that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumption and estimate on historical experience and other factors that management believes are relevant at the time our financial statements are prepared. On a periodic basis, management reviews the accounting policies, assumptions and estimates to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from the estimates and assumptions, and such differences could be material.

Loss per Common Share

The Company computes basic and diluted net loss per share amounts in accordance with ASC Topic 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 shares of common stock outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if

F-6

convertible notes to issue common stock were converted, resulting in the issuance of common stock that could share in the loss of the Company.

For the six months ended December 31, 2025, and year ended June 30, 2025, warrants were dilutive instruments and were included in the calculation of diluted earnings per share.

Stock-based compensation

The Company recognizes compensation expense for all stock-based compensation awards based on the grant-date fair value estimated in accordance with the provisions of ASC 718.

At the Company’s discretion, the Company may choose to compensate the present director, as well as compensate future directors, with stock-based compensation. For the present, only expenses are reimbursed for the present director’s participation on the board of directors.

Income Taxes

We record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized.

We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although we believe that we have adequately reserved for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materially different. We make adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and operating results.

New Accounting Pronouncements, Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. ASU 2018-11 provides entities another option for transition, allowing entities to not apply the new standard in the comparative periods they present in their financial statements in the year of adoption. The Company has evaluated all recently issued pronouncements and standards and has determined none will impact the financial statements. We also elected the short-term lease practical expedient, which allowed us to not recognize leases with a term of less than twelve months on our balance sheets. In addition, we elected the lease and non-lease components practical expedient, which allowed us to calculate the present value of the fixed payments without performing an allocation of lease and non-lease components. The standard did not have a material impact on the statements of operations or cash flows.

The FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretative releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

F-7

Property and Equipment

Property and equipment are carried at the lower of cost or net realizable value. All property and equipment with a cost of $1,000 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.

Property and equipment consists of a vehicle, which is depreciated on a straight-line basis over its expected useful life of 5 years.

Depreciation expense for the six months ended December 31, 2025 and the year ended June 30, 2025 was $2,035 and $8,140, respectively.

Revenue Recognition

The Company follows Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. We apply the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration to which we are entitled in exchange for the goods or services we transfer to our customer which primarily consists from the production of flyers, posters and printing images. Once a contract is determined to be within the scope of ASC Topic 606, at contract inception we review the contract to determine which performance obligations we must deliver and which of these performance obligations are distinct. We recognize as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, our performance obligations are transferred to customers at a point in time, typically upon delivery.

NOTE 4 – STOCKHOLDERS’ EQUITY

Common Stock

The Company has 5,000,000,000 common shares authorized, par value $0.001. As of December 31, 2025, and June 30, 2025, there were 998,662,505 shares of common stock issued and outstanding, respectively.

During the six months ended December 31, 2025, no shares of common stock were issued by the Company.

During the fiscal year ended June 30, 2025, the Company issued a total of 679,549,998 common shares for conversion of convertible notes payable and accrued interest totaling $86,846.

Preferred Stock

Series A Preferred Stock

Number of Shares Designated. 5,000,000 shares.

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Dividends. In the event the Company declares a dividend, each holder of Series A Preferred stock shall be entitled to receive a dividend equal in amount and kind to that payable to the holders of Common stock at a rate that assumes full conversion of the holder’s Series A shares into Common stock.

Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Company, the holders of record of shares of Series A Preferred shall be entitled to receive, immediately prior and in preference to any distribution to the holders of the Company’s Common stock, a liquidation preference equal to $110 per share.

Conversion. Each share of Series A Preferred stock is convertible into 1,000 shares of Common stock.

Voting. Each share of Series A Preferred stock is entitled to 100,000 votes on any matter submitted to shareholders for a vote.

Adjustment for Stock Splits. In the event of a reverse stock split, the Conversion Ratio will be adjusted proportionately such that, after such reverse stock split, each share of Series A Preferred will convert into the same number of shares of Common Stock into which it was convertible immediately preceding such reverse stock split. 

At December 31, 2025, and June 30, 2025, the Company had 5,000,000 shares and 5,000,000 shares of Series A Preferred Stock issued and outstanding, respectively.

Series B Preferred Stock

Number of Shares Designated. 10,000 shares.

Dividends. None.

Conversion. Each share of Series B Preferred Stock is convertible into 20,000 shares of common stock.

Voting. None

Adjustment for Stock Splits. In the event of a reverse stock split, the Conversion Ratio will be adjusted proportionately such that, after such reverse stock split, each share of Series A Preferred will convert into the same number of shares of Common Stock into which it was convertible immediately preceding such reverse stock split.

At December 31, 2025, and June 30, 2025, the Company had -0- shares and -0- shares of Series B Preferred Stock issued and outstanding, respectively.

Warrants

The below table summarizes the activity of warrants exercisable for shares of common stock during the three months ended December 31, 2025, and year ended June 30, 2025:

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The fair value of each warrant on the date of grant is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used for the warrants granted during the three months ended September 30, 2025, and year ended June 30, 2025: