LGSP 10-K & 10-Q changes, risk factors and insider trading
Legend Spices, Inc. · OTC · Canned, Frozen & Preservd Fruit, Veg & Food Specialties · CIK 1970129 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “We are exposed to market risk from changes in foreign currency exchange rates which could negatively impact profitability.”
Removed heading “Our business is subject to risks associated with sourcing and manufacturing in Armenia.”
Removed heading “We have only one office and if we encounter difficulties associated with our office or if it were forced to shut down for any reason, we could face shortages of inventory that would have a material adverse effect on our business operations.”
Removed heading “We need to find distributors in Europe and North America for the long-term success of our product.”
Removed heading “Because our business is highly concentrated on a single, discretionary product category, food seasonings, we are vulnerable to changes in consumer preferences and in economic conditions affecting disposable income that could harm our financial results.”
Removed heading “Our success depends, in part, on our ability to source, develop and market new varieties of Seasonings that meet our high standards and customer preferences.”
Largest changes
“Consumer purchases of specialty retail products, including our products, are historically affected by economic conditions such as changes in employment, salary and wage levels, the availability of consumer credit, inflation, interest rates, tax rates, fuel prices and the level of consumer confidence in prevailing and future economic conditions. These discretionary consumer purchases may decline during recessionary periods or at other times when disposable income is lower. …”see in full comparison
“Because our business is highly concentrated on a single, discretionary product category, food seasonings, we are vulnerable to changes in consumer preferences and in economic conditions affecting disposable income that could harm our financial results.”see in full comparison
“We have only one office and if we encounter difficulties associated with our office or if it were forced to shut down for any reason, we could face shortages of inventory that would have a material adverse effect on our business operations.”see in full comparison
“Our success depends, in part, on our ability to source, develop and market new varieties of Seasonings that meet our high standards and customer preferences.”see in full comparison
“We are exposed to market risk from changes in foreign currency exchange rates which could negatively impact profitability.”see in full comparison
“We need to find distributors in Europe and North America for the long-term success of our product.”see in full comparison
Full comparison: every changed paragraph (26)
Our business operations arehave been suspended since
February 2025. The Company is subject to anumerous number of
risks and uncertainties, including, but not limited toto, those set forth below:
We have generated minimal revenues since our inception
on May 10, 2021.2021, Sinceand wesuspended areall stilloriginal business operations in February 2025. Following the early stagescessation of our historical operating company
activities and becausewithout ofongoing therevenue-generating lack of operating history,operations, we will likely
continue to incur operating expenses with minimalno operating revenues
for the foreseeable future.
We require capital in order to takepursue the necessary
steps to grow ournew business
opportunities.
Currently, we do not have available funds to developexplore
new seasoningsbusiness initiatives or fund other operating and general and administrative expenses necessary to grow our business.expenses. Further, we do not have
the funds available
to hireengage independent contractors. If we cannot secure additional financing, our growthability andto restart or launch new operations could be
impaired impaired
by limitations on our access to capital. There can be no assurance that capital from outside sources will be available, or if
such financing
is available, that it will be on terms that management deems sufficiently favorable. If we are unable to obtain additional
financing upon
terms that management deems sufficiently favorable, or at all, it would have a material adverse impact upon our ability
to conduct our
business operations and pursue ournew expansionbusiness strategy.opportunities. As of the date of this annual report, we have minimalsuspended our historical operations since February
2025 and generated
minimal revenues during the year ended December 31, 2024.2025. In the event we do not raise additional capital from conventional
sources, it
is likely that we may need to scale back or curtail implementing our business plan, which could cause any securities in our
company to
be worthless.
Our ability to continue as a going concern is depending
upon our ability to generate future profitable operations and to obtain the necessary financing to meet our obligations and repay our
liabilities arising from normal business operations when they come due. We will continue to incur operating expenses with minimal revenues
for the foreseeable future. WeAt present, we generate no sales, and we cannot assure you that we will bedevelop ableviable sales channels to generate
meaningful enoughrevenues salesin throughthe ourfuture. website to obtain significant revenues.
In addition, if we are unable to establish and generate significant revenues, or obtain adequate future
financing, our business will fail,
and you may lose some or all of your investment in our commons stock.
As ofOn March 29, 2025, there has been a significant
change in the control
of Legend Spices, Inc. (the “Company”). was completed. Khachatur Mkrtchyan, formerly the Company’s largest single largest shareholder of theshareholder,
Company, has entered into and consummated a transaction to transfer all of his equity interests in the Company to Ms. Qihui Wang and a group of investors. This
transaction is currently under processing and has not yet been completed.
We are exposed to market risk from changes in
foreign currency exchange rates which could negatively impact profitability.
We intend to sell our product in Armenia, Europe and
North America but report in US dollars. As a result, there is exposure to foreign currency risk as we enter into transactions denominated
in foreign currencies. Our predominant exposures are in the Armenian Dram. With respect to the effects on earnings, if the US currency
strengthens relative to other currencies, our earnings could be negatively impacted. The translation impact may be more material in the
future. We have not utilized risk management tools such as hedging.
We acquire many products from our suppliers that are
manufactured in Armenia. To the extent the Dram or other currencies appreciate with respect to the U.S. dollar, we may experience
cost increases on such purchases. We may not be successful at increasing customer pricing or other actions in an effort to mitigate the
related cost increases and thus our profitability may be adversely impacted.
Our business is subject to risks associated
with sourcing and manufacturing in Armenia.
Our future operations could be adversely affected
by various factors including changes in Armenia’s regional, political or economic conditions. Armenia is currently blockaded on
two of its four borders by Azerbaijan and Turkey. This situation is a result of a territorial dispute between Armenia and Azerbaijan leading
to the Nagorno-Karabakh War (1988–1994). Although Russia, France and the United States are currently attempting to broker an end
to this crisis, this dispute is currently ongoing. There have been two notable attacks on Nagorno-Karabakh in the past few years. In September
of 2020, there was a series of Azerbaijani attacks on the Armenian positions in the disputed Nagorno-Karabakh region resulting in multiple
civilian and military deaths, named the Second Nagorno-Karabakh War with Armenia declaring martial law and being under attack for
44 days. There were also large-scale clashes in September of 2022, that included attacks on the positions inside the Republic of
Armenia and not just on the nearby Nagorno-Karabakh region. These events also lead to disapproval of the political system of Armenia by
its citizens, resulting in demonstrations on the streets and although Armenia currently has a functioning market economy, the overall
situation in the country is unstable.
We believe that these attacks have severely hurt the
Armenian economy. If war restarts again, our exports may be interrupted indefinitely. If we cannot export our product, we will be unable
to implement our business plan.
Externally, the availability of only two export routes
out of Armenia means the closing of borders or other trade restrictions imposed by Armenia’s neighbors are an operational risk.
Although landlocked, Armenia maintains positive relations with Iran and Georgia through which many of its exports travel.
However, Armenia has joined numerous international
organizations including the United Nations, World Trade Organization, the Council of Europe, La Francophonie and many others.
We have only one office and if we encounter
difficulties associated with our office or if it were forced to shut down for any reason, we could face shortages of inventory that would
have a material adverse effect on our business operations.
Our only office is located in Yerevan, Armenia. This
office currently supports our entire business. All of our seasonings are shipped to this office from our vendor and then shipped from
our distribution center to our e-commerce customers. Our success depends on the timely and frequent receipt of merchandise by our e-commerce
customers. The efficient flow of such merchandise requires that we have adequate capacity at our office to support our current level of
operations and the anticipated increased levels that may follow from our growth plans. If the operation of our office were to be disrupted
or if it were to shut down for any reason or its contents were to be destroyed or damaged, including due to fire, severe weather, or other
natural disaster, we could face shortages of inventory, resulting in “out-of-stock” conditions, and would incur additional
cost to replace any destroyed or damaged product. Such an event may negatively impact our sales and may cause us to incur significantly
higher costs and longer lead times associated with delivering products to e-commerce customers. This could have a material adverse effect
on our business and harm our reputation.
We need to find distributors in Europe and North
America for the long-term success of our product.
Although we have an agreements in place to distribute
our products in Armenia and the USA, we must find distributors in Europe and Canada. At the moment we have started negotiations for an
agreement with a company named “R-aks”, whose main objective is to import and introduce various products from Armenia and Caucasus
region to the American market. As per request of R-aks, the FDA approval of two of our main products is complete, and the others are in
process, samples have been sent to the FDA Lab in Armenia3, to be eligible for export of the products to the USA. If we are
unable to finalize the mentioned agreement with the distributor or find another one in those countries, we will be unable to implement
our business plan.
We had cumulative operating losses through December
31, 20242025 of $109,001.$128,012. This factor among others indicate that we may be unable to continue as a going concern, particularly in the
event that we cannot generate revenues, obtain additional financing and/or attain profitable operations. As such, our independent auditors
havxehave raised substantial doubt as to our ability to continue as a going concern in their audited financial statements attached hereto.
The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty and if we
cannot continue as a going concern, your investment in us could become devalued or worthless.
Because our business is highly concentrated
on a single, discretionary product category, food seasonings, we are vulnerable to changes in consumer preferences and in economic conditions
affecting disposable income that could harm our financial results.
Our business is not diversified and consists primarily
of developing, sourcing, marketing, and selling food seasonings. Consumer preferences often change rapidly and without warning, moving
from one trend to another among many retail concepts. Therefore, our business is substantially dependent on our ability to educate consumers
on the flavor enhancements, anticipate shifts in consumer tastes and help drive growth of the overall seasonings market. Any future shifts
in consumer preferences away from seasonings would also have a material adverse effect on our results of operations.
Consumer purchases of specialty retail products, including
our products, are historically affected by economic conditions such as changes in employment, salary and wage levels, the availability
of consumer credit, inflation, interest rates, tax rates, fuel prices and the level of consumer confidence in prevailing and future economic
conditions. These discretionary consumer purchases may decline during recessionary periods or at other times when disposable income is
lower. In addition, increases in utility, fuel, commodity price and corporate income tax levels could affect our cost of doing business,
including transportation costs of our third-party service providers, causing our suppliers and such service providers to seek to recover
these increases through increased prices charged to us. Our financial performance may become susceptible to economic and other conditions
in regions or states where our seasonings are shipped. Our continued success will depend, in part, on our ability to anticipate, identify
and respond quickly to changing consumer preferences and economic conditions.
Our success depends, in part, on our ability
to source, develop and market new varieties of Seasonings that meet our high standards and customer preferences.
We currently offer four varieties of seasonings. Our
success depends in part on our ability to continually innovate, develop, source and market new varieties of seasonings that both meet
our standards for quality and appeal to customers’ preferences. Failure to innovate, develop, source, market and price new varieties
of seasonings that consumers want to buy could lead to a decrease in our sales and profitability.
Our growth will place significant strains on
our resourcesresources.
Since our inception on May 10, 2021, we hadhave littlemaintained
limited operations.
business operations and generated minimal revenues. We are currentlyremain in the early development stage,stage with littleimmaterial operations,operating activities
to date. Historically, we operated with only one full-time employee; however, our sole employee, Suzanna, resigned effective January 31,
2025, and we currently have generatedno minimalpersonnel revenuesmanaging sincedaily inception.business Ouroperations. growth,Any if
any,future growth is expected to place a significant strain
on our managerial, operational, and financial resources asdue to our current lack of operating staff and anticipated limited personnel capacity
moving forward. Furthermore, if we currently have only one employee
and will likely continue to have limited employees in the future. Furthermore, assuming we releaselaunch our products and establishbuild a customer
base, itwe will be required to manage multipleongoing relationships
with variousmultiple distributors and otherthird-party thirdpartners, parties.and Thesethis requirementsoperational burden will
be exacerbatedintensify in the event ofas our furtherbusiness growthexpands orand in the number of itsour distribution
contract contracts.portfolio grows. There can be no assurance that our existing internal systems,
procedures, orand internal controls will be adequate sufficient
to support ourscaled operationsoperations, ornor thatcan we willguarantee betimely ableand effective execution to achievedeliver theour rapid execution necessary to
successfully offer its servicesproducts and implement itsour business plan.
Our future operating results, if any,performance will alsodepend dependheavily on itsour ability
to addrecruit, hire, and retain additional personnel commensurateto withmatch thebusiness
growth. growth of its business, if any. If we are unableFailure to effectively manage growthand effectively,scale our business,operational capacity alongside business development could materially and adversely
resultsimpact ofour operationsbusiness activities, operating results, and financial condition will be adversely affected.condition.
Management's Discussion & Analysis (MD&A)
Largest changes
“In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. …”see in full comparison
“For the fiscal year ended December 31, 2025, we generated minimal revenue from our legacy seasoning business and incurred a net loss. Our operating results were dominated by professional fees for legal, accounting and SEC-related public-reporting work. As of December 31, 2025, we held no cash and had a working-capital deficit. We have sustained operating losses since inception and there is substantial doubt regarding our ability to continue as a going-concern. Our future viability depends on our ability to secure additional financing or identify viable new business operations. …”see in full comparison
During the year ended December 31,see in full comparison2024,2025, we incurred total operating expenses of$ 33,027, entirely$15,773, consisting of wages and benefits of $254, professional fees of $15,493, and general and administrative expensesexpenses.of $26, with no sales and marketing expenses incurred for the period. Ourgeneral and administrativeoperating expenses primarily consisted of legal and accountingaccountingprofessional fees,rentemployee wages andwebsitebenefits,construction.andInitially,dailyageneral administrative costs. A significant portion of our professional fees were one-time expenseswere attributedattributable toone-timelegalfeescontractfordrafting,thereviewpreparation of contractsservices, andfeesprofessionalrelatedchargestoincurred in connection with the preparation of the registration statement forthe public offering of the shares ofour commonstock.stock public offering.
As at December 31,see in full comparison2024,2025,weourhadcurrentcashassets were $0, with no cash, accounts receivable, inventories or other current assets held as of$789,the balance sheet date. Our current liabilities totaledAccount$17,525,receivablesconsisting of$2,454,accruedInventoriesexpenses of$695$1,800 and amounts due to related parties of $15,725, with no outstanding income taxes payable or accounts payable recorded at period-end. As a result, our working capital deficit stood at $17,525 as of$December68,047.31, 2025. We have incurred operating losses since inception, and this is likely to continue in the foreseeable future.
“ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements In December 2025, the FASB issued ASU 2025-11, which clarifies interim reporting disclosure requirements. The standard is effective for fiscal years beginning after December 15, 2027 for public entities. The Company does not expect this update to have a material impact on its financial statements.”see in full comparison
“We are an emerging growth company. Following the change in ownership on March 29, 2025, we discontinued our historical seasoning-production-related operations in Armenia and are in the process of evaluating new business opportunities and potential acquisition targets, with no new operating business finalized as of December 31, 2025.”see in full comparison
Full comparison: every changed paragraph (22)
Overview
We are an emerging growth company. Following the change in ownership on March 29, 2025, we discontinued our historical seasoning-production-related operations in Armenia and are in the process of evaluating new business opportunities and potential acquisition targets, with no new operating business finalized as of December 31, 2025.
For the fiscal year ended December 31, 2025, we generated minimal revenue from our legacy seasoning business and incurred a net loss. Our operating results were dominated by professional fees for legal, accounting and SEC-related public-reporting work. As of December 31, 2025, we held no cash and had a working-capital deficit. We have sustained operating losses since inception and there is substantial doubt regarding our ability to continue as a going-concern. Our future viability depends on our ability to secure additional financing or identify viable new business operations. Detailed analysis of our results of operations, liquidity and capital resources is set forth below.
The following discussion of our financial condition
and results of operationoperations should be read in conjunction with the financial statements and related notes that appear elsewhere in this
annual annual
report. This discussion contains forward-looking statements and information relating to our business that reflect our current views
and and
assumptions with respect to future events and are subject to risks and uncertainties, including the risks in the section entitled
Risk Risk
Factors beginning on page 5,2, that may cause our or our industry’s actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking
statements.
During the year ended December 31, 2024,2025, we incurred
total operating expenses of $ 33,027, entirely$15,773, consisting of wages and benefits of $254, professional fees of $15,493, and general and administrative
expenses expenses.of $26, with no sales and marketing expenses incurred for the period. Our general and administrativeoperating expenses
primarily consisted of legal and
accounting accountingprofessional fees, rentemployee wages and websitebenefits, construction.and Initially,daily ageneral administrative costs. A significant portion of our professional
fees were one-time expenses were
attributedattributable to one-time legal feescontract fordrafting, thereview preparation of contractsservices, and feesprofessional relatedcharges toincurred in connection
with the preparation of the registration statement for
the public offering of the shares of our common stock.stock public offering.
Subsequent to the change of ownership on March 29, 2025, we have ceased our operations in Armenia and are in the process of realigning our business focus without any new business determined yet.
As at December 31, 2024,2025, weour hadcurrent cashassets were $0,
with no cash, accounts receivable, inventories or other current assets held as of $789,the balance sheet date. Our current liabilities totaled
Account$17,525, receivablesconsisting of $2,454,accrued Inventoriesexpenses of $695$1,800 and amounts due to related parties of $15,725, with no outstanding income taxes payable
or accounts payable recorded at period-end. As a result, our working capital deficit stood at $17,525 as of $December 68,047.31, 2025. We have
incurred operating losses since inception,
and this is likely to continue in the foreseeable future.
We anticipatedo thatnot weintend willto spendincur $3,000any on
research and development
expenses over the twelve-month period ending December 31, 2025.2026.
For the year ended December 31, 2025, we had no financing activities, with $0 net cash provided by financing activities. For the year ended December 31, 2024, we generated net cash of $32,884 from financing activities, entirely attributable to proceeds from related party notes payable.
For the year ended December 31, 2024 and 2023, we
did not have any financing activities .
The preparation of unaudited financial statements
in conformity
with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the
reported amounts of assets and liabilities at the date of the unaudited financial statements and the reported amounts
of revenues and expenses during
the reporting period. It also requires management to exercise its judgment in the processingprocess of applying
our company’s accounting policies.
Our company regularly evaluates estimates and assumptions related to deferred income tax valuation
allowances. Our company bases its estimates
and assumptions on historical experience and other factors, including expectations of future
events that are believed to be reasonable
under the circumstances. The impacts of such estimates and judgments are pervasive throughout
the unaudited financial statements and may require
accounting adjustments based on future occurrences. Revisions to accounting estimates
and judgments are recognized in the period in which
the estimate is revised and future periods if the revision affects both current and
future periods. The actual results experienced by
our company may differ materially and adversely from our company’s estimates.
To the extent there are material differences between
the estimates and the actual results, future results of operations will be affected.
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.
ASU 2023-09 Income Taxes (Topic 740)
In December 2023, the FASB issued ASU 2023-09, which mandates enhanced income tax disclosures, including a disaggregated tax rate reconciliation and more detailed information on taxes paid. The Company will adopt the standard for its fiscal year beginning December 1, 2025, and expects no material impact on its results of operations.
ASU 2023-07 Segment Reporting (Topic 280)
In November 2023, the Financial Accounting Standards Board issued ASU 202307, Segment Reporting (Topic 280), which expands segment disclosure requirements, including for entities with a single reportable segment.
The Company operates as a single reportable segment and does not expect a material impact from adoption of this standard.
ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements In December 2025, the FASB issued ASU 2025-11, which clarifies interim reporting disclosure requirements. The standard is effective for fiscal years beginning after December 15, 2027 for public entities. The Company does not expect this update to have a material impact on its financial statements.
ASU 2025-12 Codification Improvements
In December 2025, the FASB issued ASU 2025-12, which makes various narrow-scope improvements to the Accounting Standards Codification. This update is effective for annual periods beginning after December 15, 2026. The Company does not expect the adoption of this standard to have a material impact on its financial statements.
In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual
and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”),
as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that
a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment
profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning
after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU
should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU and determined
that its adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. As
defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided
to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages
its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM
reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company.
The Company does not believe that other standards,
which have been issued but are not yet effective, will have a significant impact on its financial statements.
What changed in the latest 10-Q
Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements”
Removed heading “Off-Balance Sheet Arrangements”
Largest changes
“As shown in the accompanying unaudited condensed financial statements, the Company has an accumulated deficit of $132,962 since inception, a working capital deficit of $17,525 as at December 31, 2025, and a working capital deficit of $22,475 as at June 30, 2026. These conditions, among others, together with the cessation of its historical operating activities and lack of defined new business plans, raise substantial doubt about the Company’s ability to continue as a going concern.”see in full comparison
“As shown in the accompanying financial statements, we have an accumulated deficit of $128,612 since inception. These conditions among others raise substantial doubt as to our ability to continue as a going concern. In response to these conditions, we intend to raise capital through an offering of our common shares. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.”see in full comparison
“ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements”see in full comparison
“The unaudited condensed financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.”see in full comparison
“During the six-month period ended June 30, 2026, we incurred total expenses of $4,950, which were entirely professional fees for corporate and regulatory matters. For the six-month period ended June 30, 2025, total expenses were $9,146, comprising general and administrative expenses of $26, wages and benefits of $254, professional fees of $5,567, loss on impairment of inventory of $572, and bad debt expense of $2,727. …”see in full comparison
Full comparison: every changed paragraph (30)
Our unaudited condensed consolidated financial statements
are stated
in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
The following
discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this
quarterly report.
The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual
results could differ
materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such
differences include,
but are not limited to, those discussed below and elsewhere in this quarterly report.
For the periodperiods of three and six months ended
June March30, 31,
2026 compared with MarchJune 31,30, 2025.
The following table summarizes our operating results
for the six-month and three-month periodperiods ending June 30, 2026 and ended MarchJune 31,30, 2025 and for the three-month period ended March 31, 2026:
During the three-month period ended June 30, 2026, we had no revenue and no cost of sales. Similarly, we recorded no revenue and no cost of sales for the three-month period ended June 30, 2025.
For the six-month period ended June 30, 2026, we generated no revenue and incurred no cost of sales. For the six-month period ended June 30, 2025, we recorded revenue of $644 and cost of sales of $359, which were earned and incurred prior to our discontinuance of operating activities. Prior to ceasing operations, our revenue was derived from sales of seasoning-related products, with cost of sales composed primarily of ingredients and packaging.
The Company has discontinued its historical operating business. There can be no assurance that we will generate any revenue in future periods, as we are currently realigning our business focus and have not identified any new operating business to pursue.
Following the change-in-control on March 29, 2025,
the Company temporarily suspended its business operations. During the three-month period ended March 31, 2026, the Company remained in
a suspended-operations status; accordingly, it generated revenues of $0 and incurred cost of sales of $0 for the quarter.
Our revenues are minimal at this stage, and management
cannot offer any assurance that we will generate revenue in future periods. Our ability to generate revenues will be affected by factors
such as the success of our marketing efforts, the size of our customer base, consumer preferences and general economic conditions.
Total expenses for the three-month period ended June 30, 2026 were $4,350, compared with total expenses of $5,300 for the three-month period ended June 30, 2025. Expenses for both quarters consist solely of professional fees related to corporate maintenance and regulatory filing requirements. The $950 decrease in expenses for the three-month period ended June 30, 2026 is primarily attributable to lower professional fees.
During the six-month period ended June 30, 2026, we incurred total expenses of $4,950, which were entirely professional fees for corporate and regulatory matters. For the six-month period ended June 30, 2025, total expenses were $9,146, comprising general and administrative expenses of $26, wages and benefits of $254, professional fees of $5,567, loss on impairment of inventory of $572, and bad debt expense of $2,727. The decrease in total expenses for the six-month period ended June 30, 2026 resulted from the elimination of all former operating-related costs following our business discontinuance, leaving only ongoing professional fees to maintain the corporate entity.
We have discontinued our operations in Armenia and are in the process of realigning our business focus without any new business determined yet. Management does not believe past performance is indicative of future performance.
During the three month period ended March 31, 2026,
we incurred expenses of $600.
As at MarchJune 31,30, 2026, we had total assets of $0.
As at December 31, 2025, we had total assets of $0.
There were no operating activities during this quarter, and there were no changes in assets and liabilities compared to the previous quarter.
As at MarchJune 31,30, 2026, we had current assets of $0 and
and working capital of $-18,125.$-22,475. We have incurred operating losses since inception, and this is likely to continue in the foreseeable
future.
We had no contingencies or long-term contractual obligations
as at December 31, 2025, or as at the threesix month period ended MarchJune 31,30, 2026.
For the three monthsix-month period ended MarchJune 31,30, 2026 and 2025,
2025,Netnet cash used in operating activities was $0 and $441,$399, respectively.
For the year ended December 31, 2025 ,
and 2024, and
for the three monthsix-month period ended MarchJune 31,30, 2026 and 2025 we did not have any investing activities.
For the three-monthsix-month period ended MarchJune 31,30, 2026 and 2025,
2025, Netnet cash usedprovided inby financing activities was $0 and $0, respectively.
We have no current commitment from our OfficersOfficer and
DirectorsDirector or any other financier to supplement our operations or provide us with financing in the future. If we are unable to raise capital
from an offering, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to
obtain financing could have a substantial adverse effect on our business and financial results.
In the future, we may be required to seek additional
capital by selling debt or equity securities, selling assets, or takeotherwise otherbe measuresrequired to balancebring cash flows shouldin balance when we approach
a condition
of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then-currentthen
shareholders. shareholders.
We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.
As at March 31, 2026, weWe had cash on hand of $0.$0 as of June 30, 2026.
As shown in the accompanying unaudited condensed financial statements, the Company has an accumulated deficit of $132,962 since inception, a working capital deficit of $17,525 as at December 31, 2025, and a working capital deficit of $22,475 as at June 30, 2026. These conditions, among others, together with the cessation of its historical operating activities and lack of defined new business plans, raise substantial doubt about the Company’s ability to continue as a going concern.
The unaudited condensed financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
As shown in the accompanying financial statements,
we have an accumulated deficit of $128,612 since inception. These conditions among others raise substantial doubt as to our ability to
continue as a going concern. In response to these conditions, we intend to raise capital through an offering of our common shares. The
financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope
Improvements
ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements In December 2025, the FASB issued ASU 2025-11, which clarifies interim reporting disclosure requirements. The standard is effective for fiscal years beginning after December 15, 2027 for public entities. The Company does not expect this update to have a material impact on its financial statements.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
LGSP insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding LGSP (13F)
None of the 59 investors we track reported a position in their latest 13F.