LSEB 10-K & 10-Q changes, risk factors and insider trading

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this Form 10-Q.10-K.

As of our year end March 31, 2025,2026, the Company has completed a number of the essential functions outlined above. Our first collection launched in October 2023 in conjunction with the brand’s ecommerce site. For the Company’s second collection, our technical packages, which includes the technical sketches and all specifications on measurements, construction, trim and fabric Bill of Materials, and all additional information the manufacturing company will need, have been completed by an outsourced Technical Designer. This subsequent women’s collection is comprised of six styles in three colorways. The collection has been developed in alignment with our notable quality standard, made possible with the strategic partnership made with the manufacturer. The design ethos of this collection embraces subtle fashion characteristics, effortlessly transitioning from the elevated basics that defined the brand’s well-received leading collection. This release was launched at the end of March 31, 2025 and will markmarked a significant milestone in the brand’s evolution, further solidifying Lauren Bentley Swimwear’s position in the luxury swimwear market.

In September 2024, the Company began research and design stages of expanding its beachwear category, with an emphasis on versatile, high-quality pieces. Lauren Bentley Swimwear intends to introduce cover-ups such as sarongs, a quintessential element of women’s beachwear wardrobes. This versatile item is currently being developed by the brand’s design team with the help of supply and manufacturer partners. Additional cover-ups and new product categories are entering the research and design stages. These steps further solidifying Lauren Bentley Swimwear’s vision to become a comprehensive beachwear lifestyle brand. While these category expansions are an exciting development, the brand is aiming for a release in FallWinter 2025,2026, though no definitive timeline has been established. As with all Lauren Bentley Swimwear offerings, the brand remains committed to prioritizing quality throughout the meticulous design, development, and sourcing processes.

Pursuant to the Consulting Agreement, the Company agrees to compensate Beyond Media up to $250,000 with periodic payments over a period of three (3) months, unless otherwise extended by mutual agreement of the parties, commencing October 17, 2024. The Company has paid a fee of approximately $15,000 as of the date of this release for the services to Beyond Media, and additional funds are expected to be paid as necessary.Media.

As of the date hereof, to the best of the Company’s knowledge, Beyond Media (including its directors and officers) does not own any securities of the Company and has an arm’s length relationship with the Company. The Company will not issue any securities to Beyond Media as compensation for its services.services, and there is currently no ongoing relationship with Beyond Media.

On January 13, 2025, the Company announced it is actively pursuing a capital raise of a minimum $5 million USD to accredited investors through a series of tranches subject to satisfaction of closing conditions. The Company expectsintends to enteruse into an Equity Financing Agreement in the comingnet weeksproceeds withfrom morethe disclosureprivate regardingplacement pricingprimarily for costs directly related to sales and conditions.marketing, for research and development, working capital and general corporate purposes, including the costs of operating as a public company.

The Company is in the initial stages of executing its plan to qualify for an uplist to Nasdaq and there is no guarantee it will be successful in meeting the listing requirements or qualifying for a listing on the Nasdaq exchange. As of the date of this annual filing there has been limited progress on the capital raise, and the Company is uncertain if the events will take place in the future.

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. As reflected in the accompanying financial statements, the Company has limited revenue from operations and has an accumulated deficit $714,545$774,530 as of March 31, 20252026 since its inception and requires capital for its contemplated operational and marketing activities to take place. In addition, the Company has experienced negative cash flows from operations since inception. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. Therefore, our auditorsauditor’s opinion has raised substantial doubt about our ability to continue as a going concern.

Operating expenses for the years ended March 31, 2025 2026 and March 31, 20242025 were $168,163$72,116 and $164,424,$168,163, respectively. The operating expenses during the year ended March 31, 20252026 and March 31, 20242025 were primarily attributed to advertisingongoing promotional and promotionadvertising expenses, consultinggeneral and administrative expenses, and professional professional fees related to the Company’s yearly audit and quarterly reviews,reviews. The lower operating expenses in 2026 were primarily attributed to a reduction in consulting expenses, and generalprofessional expensesfees, in addition to lower travel related to travel to visit the Company’s factories in Portugal.expenses.

WeDuring the year ended March 31, 2026, the Company reportedrecorded a$11,324 netin lossconsulting offees $160,011as andcompared $163,553to $47,478 for the yearsyear ended March 31, 2025. The consulting fees during the March 31, 2026 year-end were related to fees to be paid to Lauren Bentley. In addition, professional fees for the year ended March 31, 2026 were $27,020 as compared to the year ended March 31, 2025 and March 31, 2024, respectively.$59,574. The ongoingdecrease lossin was primarilyprofessional duefees and consulting fees relates to thelower consultingauditing fees expenses,of professional fees, advertising and promotion, and travel expensesinventory as indicatedwell above During the years ended March 31, 2025 and March 31, 2024 the Company recorded $59,574 and $30,073 in Legal and Professional fees The increase mainly represents increased legal expenses related toas the Company’s regulatorydesire filings.to limit consulting services. The Company expects professional feeand costslegal fees to increaseremain consistent going forward as the Company may file a registration statement in the future. Furthermore, the Company is a public reporting company with the Securities and Exchange Commission, which requires that it maintain relationships with both PCAOB registered audit firms and securities counsel to assist with the SEC reporting requirements. In addition, the Company may also attempt to purchase other entitiescompanies or assets assets, and operations of other entities if the advantageous situation presents itself. This could require the Company to incur substantial professional fees.

The Company has also reported $35,301$24,463 in General and Administrative Expenses for the year ended March 31, 20252026 as compared to $49,699$35,301 for the year ended March 31, 2024.2025. The decrease in General and Administrative Expenses wasis primarily attributed to reducedlower travel expense expenses related to visiting our manufacturer in Porto, Portugal.Portugal, In addition,however the Company reported $24,942 in Advertising and Promotional Expenses for the year ended March 31, 2025 as compared to $45,662 for the year ended March 31, 2024. The decrease in Advertising and Promotion Expenses is primarily attributed to the Company’s reduced expenses to our marketing agency since our web site design and photoshoot have already been expensed in previous quarters. The Company expects to attend various trade shows in the future which could increase itsthe advertisingtravel and promotional budgetexpenses going forward upon completion of a capital raise.forward.

Furthermore, theThe Company has also reported $47,478$8,673 in ConsultingAdvertising and Promotion Expenses for the year ended March 31, 20252026 as compared to $38,277$24,942 for the year ended March 31, 2024.2025. The Advertising and Promotion Expenses dropped significantly due to limited capital available for promotion, but the Company expects the Advertising and Promotion Expense to reduceincrease going forward as the Company expands its consultingpromotion expensesof goingthe forward.Lauren Bentley Swimwear line.

Cash used used in operating activities during the year ended March 31, 2025,2026, was $152,716,$42,909. whichThe includedCompany ancontinues increaseto ofprioritize $54,469cash forpreservation theand Company’sminimize inventory.expenses wherever possible.

The Company is currently seeking funding for our continued operations. The Company intends to raise a minimum of $400,000 and a maximum of $1,000,000 in order to expand the introduction and launch of the www.laurenbentleyswim.com e-commerce site to the retail community and fashion world. The Company launched the site in October 2023. To achieve our goals the Company expects to commit the majority of its funding to production of the swimwear lines,marketing and to the advertising of the Company’s web site. There is no assurance that the company will be able to raise the capital required to complete its goal and objectivesobjectives, and the Company is currently seeking capital to further its business plan. Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of common shares from the Company’s authorized capital. There are no agreements with any parties at this point in time for additional funding; however, we are in preliminary discussions with various funders in the US.

No assurance can be given that sources of financing will be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures or may be required to reduce the scope of our planned marketing efforts and development of various swimwear styles, any of which could have a negative impact on our business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to: 1) Limit the production of a select swimwear designs, 2) Seek strategic partnerships that may force us to relinquish control of the Company, or 3) Explore potential mergers or sales of significant assets of our Company.

On January 13, 2025, the Company announced it is actively pursuing a capital raise of a minimum $5 million USD to accredited investors through a series of tranches subject to satisfaction of closing conditions. The Company intends to use the net proceeds from the private placement primarily for costs directly related to sales and marketing, for research and development, working capital and general corporate purposes, including the costs of operating as a public company. The intent of the capital raise is to begin to position the Company to meet the uplist requirements to Nasdaq.

The Company is in the initial stages of executing its plan to qualify for an uplist to Nasdaq and there is no guarantee it will be successful in meeting the listing requirements or qualifying for a listing on the Nasdaq exchange. As of the date of this annual filing there has been limited progress on the capital raise, and the Company is uncertain if the events will take place in the future.

We intend for this discussion to provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. This discussion should be read in conjunction with our financial statements and accompanying notes for the year ended March 31, 2025,2026, which are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on JulyAugust 15,4, 2025.2026.

LSEB Creative Corp., was incorporated in the State of Wyoming on April 3, 2019. On August 3, 2023, the Company incorporated its wholly-owned subsidiary 1000615000 Ontario Corp, an Ontario corporation, and on September 12, 2023 filed articles of amendment to changed its name to LSEB Creative Corp (Ontario). Our business office is located at 30 N. Gould St. #4000, Sheridan, WY 82801. Our telephone number is 1-800-701-8561.647-328-8267. We were founded by Lauren Bentley, who serves as our President and Director, and Jordan Starkman who serves as the Company’s CFO and director.

From inception to DecemberJune 31,30, 20252026 we have incurred an an accumulated deficit of $765,013.$790,030. Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. The Company has recently commenced sales, but has limited operating history. The ability of the Company to continue as a going concern depends upon its ability to raise adequate financing and develop profitable operations. If we cannot generate sufficient revenues from our services, we may have to delay the implementation of our business plan. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations and growth. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

As of our quarter-end DecemberJune 31,30, 2025,2026, the Company has has completed a number of the essential functions outlined above. Our first collection launched in October 2023 in conjunction with the brand’s brand’s ecommerce site. For the Company’s second collection, our technical packages, which includes the technical sketches and all specifications on measurements, construction, trim and fabric Bill of Materials, and all additional information the manufacturing company will need, have been completed by an outsourced Technical Designer. This subsequent women’s collection is comprised of six styles in three colorways. The collection has been developed in alignment with our notable quality standard, made possible with the strategic partnership partnership made with the manufacturer. The design ethos of this collection embraces subtle fashion characteristics, effortlessly transitioning from from the elevated basics that defined the brand’s well-received leading collection. This release was launched at the end of March 31, 31, 2025 and will markmarked a significant milestone in the brand’s evolution, further solidifying Lauren Bentley Swimwear’s position in in the luxury swimwear market.

In September 2024, the Company began research and and design stages of expanding its beachwear category, with an emphasis on versatile, high-quality pieces. Lauren Bentley Swimwear intends to introduce cover-ups such as sarongs, a quintessential element of women’s beachwear wardrobes. This versatile item is currently being developed by the brand’s design team with the help of supply and manufacturer partners. Additional cover-ups and new product categories are entering the research and design stages. These steps further solidifying Lauren Bentley Swimwear’s vision to become a comprehensive beachwear lifestyle brand. While these category expansions are an exciting development, the brand is aiming for a release in SummerWinter 2026, though no definitive timeline has been established. As with all Lauren Bentley Swimwear offerings, the brand remains committed to prioritizing quality throughout the meticulous design, development, and sourcing processes.

As of the date hereof, to the best of the Company’s knowledge, Beyond Media (including its directors and officers) does not own any securities of the Company and has an arm’s length relationship with the Company. The Company will not issue any securities to Beyond Media as compensation for its services.services, and there is currently no ongoing relationship with Beyond Media.

Since DecemberJune 31,30, 2025,2026, and for the next 159 months during our fiscal year 2026 and 2027, our business will be built across four key growth product categories including: (1) Women’s Swimwear, Swimwear, (2) Men’s Swimwear, (3) Women’s Beachwear, and (4) Accessories. Our growth plan is to achieve $500,000 in net revenues within bythe ourfirst 12 months following fiscal year end March 31, 2027,2026, with majority derived from category (1), Women’s Swimwear. The Company launched the brand in October 2023 with men’s and women’s swimwear, and we have started generating revenue. The Company plans to complete a financing through a private offering for a minimum of $400,000 within the 6-12 months following our DecemberMarch 31, 20252026 quarter-end.year-end. We have have not yet entered into any agreements with any parties with respect to obtaining financing for the Company.

We have estimated that we will incur minimum expenses equal to $25,000 in the first 15 monthsyear following our DecemberJune 31,30, 20252026, quarter-end in order to maintain our business operations. However, if we complete a financing, we will devote the capital raised to operational expenses as indicated below. The Company will attempt to complete a financing for a minimum of $400,000 within 6-12the months9 month period following the Company’s DecemberJune 31,30, 20252026 quarter-end. Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of common shares from the Company’s authorized authorized capital.

If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans for expansion. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition. In the unlikely scenario that we are not successful in financing our target of $400,000 or above through a private offering within the first 6-month9 month period following our DecemberJune 31, 202530 quarter-end, we will delay the launch of the Women’s Beachwear, and move forward solely with Men’s Men’s and Women’s Swimwear.

The above represents our Managements best estimate of our cash requirements based on our business plans and current market conditions. The above is based on our ability to raise sufficient financing and generate adequate revenues to meet our cash flow requirements. The actual allocation between expenses may vary depending on the actual funds raised and the industry and market conditions over the next 69 months following our DecemberJune 31,30, 20252026 quarter-end.

On January 13, 2025, the Company announced it is actively pursuing a capital raise of a minimum $5 million USD to accredited investors through a series of tranches subject to satisfaction of closing conditions. The Company intends to use the net proceeds from the private placement primarily for costs directly related to sales and marketing, for research and development, working capital and general corporate purposes, including the costs of operating as a public company. The intent of the capital raise is to begin to position the Company to meet the uplist requirements to Nasdaq.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto for the three months and nine months ended DecemberJune 31,30, 20252026 and DecemberJune 31,30, 2024,2025, and related management discussion herein.

Several conditions and events cast substantial doubt doubt about the Company’s ability to continue as a going concern. As reflected in the accompanying financial statements, the Company has has recently commenced generating revenue and has an accumulated deficit $765,013$790,030 as of DecemberJune 31,30, 20252026 since its inception and requires capital capital for its contemplated operational and marketing activities to take place. In addition, the Company has experienced negative cash flows flows from operations since inception. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. concern. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. Therefore, our auditor’s opinion has raised substantial substantial doubt about our ability to continue as a going concern.

For the ninethree months ended DecemberJune 31,30, 2026 and June 30, 2025 and December 31, 2024

The Company generated $1,004$5,025 in sales during the three three month period ended DecemberJune 31,30, 2025,2026, and $3,272$1,363 for the three month period ended DecemberJune 31,30, 2024. For the nine month period ended December 31, 2025 the Company generated $15,535 in sales, and for the nine month period ended December 31, 2024 the Company generated $12,128 in sales.2025.

For the first ninethree months of fiscal year 2025,2026, the the Company recorded a 22%268% increase in revenue from 2024.2025. This increase in sales is primarily attributed to an increase in promotional and and marketing activities such as pop-ups and collaborative events for the Lauren Bentley Swimwear brand.

Operating expenses for the quarter ended DecemberJune 30, 31, 20252026 were $27,816,$23,441, as compared to $55,656$12,791 for the quarter ended DecemberJune 31,30, 2024. Operating expenses for the nine month period ended December 31, 2025 were $61,654, as compared to $148,755 for the nine month period ended December 31, 2024.2025. The operating expenses were primarily attributed to ongoing promotional and advertising expenses, general and administrative expenses, and professional fees related to the Company’s yearly audit and quarterly reviews.reviews in addition to OTC Markets fees. The lowerincrease in operating expenses induring 2025the quarter ended June 30, 2026 were primarily attributed to aan reduction increase in consulting expenses, and professional fees, in addition to lower travel relatedpromotional expenses.

The Company reported a net loss of $27,653$15,500 for the the quarter ended DecemberJune 31,30, 2025,2026, and $57,877$11,302 for the quarter ended DecemberJune 31, 2024, respectively. The Company reported a net loss of $50,468 for the nine months ended December 31,30, 2025, and $145,213 for the nine months ended December 31, 2024, respectively. The net loss for the ninethree month ended DecemberJune 30, 31, 20252026 compared to DecemberJune 31,30, 20242025 represents approximatelyan aincrease 65%of drop$4,200 due to the Company’s increase in gross profit and the Company’s ability to limit consulting fees and lowerprofessional fees professionalduring fees.the first quarter ended June 30, 2026. The ongoing loss wasis primarily due to the professional fees and general and administrative expenses related to ongoing operations.

During the three months ended DecemberJune 31,30, 2025, 2026, the Company recorded $10,716$4,040 in consulting fees as compared to $3,191$0 for the three month period ended DecemberJune 31,30, 2024. The consulting fees were related to fees to be paid to Lauren Bentley. During the nine months ended December 31, 2025, the Company recorded $10,807 in consulting fees as compared to $46,375 for the nine month period ended December 31, 2024.2025. In addition, professional fees for the three month period ended DecemberJune 31,30, 20252026 were $5,741$11,729 as compared to the three month period ended DecemberJune 31, 2024 $28,344. Professional fees for the nine month period ended December 31,30, 2025 were $18,249 as compared to the nine month period ended December 31, 2024 $49,624.$6,280. The increase decrease in professional fees and consulting fees relates to lowerOTC auditingMarkets fees of inventory as well asand the Company’s desireintention to limit consultingraise services.capital. The Company expects professional and legal fees to remain consistent going forward as the Company is a public reporting company with the Securities and Exchange Commission, which requires that it maintain relationships with both PCAOB registered audit firms and securities counsel to assist with the SEC reporting requirements. In addition, the Company may also attempt to purchase other companies or assets, and operations of other entities if the advantageous situation presents itself. This could require the Company to incur substantial professional fees.

The Company reported $4,675$4,117 in General and Administrative Expenses for the quarter ended DecemberJune 31,30, 20252026 as compared to $7,738$5,782 for the quarter ended DecemberJune 31,30, 2024. During the nine months ended December 31, 2025, the Company recorded $20,140 in General and Administrative Expenses as compared to $27,758 for the nine month period ended December 31, 2024.2025. The decrease in General and Administrative Expenses is primarily attributed to lower travel expenses related to visiting our manufacturer in Porto, Portugal, however the Company expects to attend various trade shows in the future which could increase the travel expenses going forward.

The Company has also reported $6,532$3,425 in Advertising and Promotion Expenses for the quarter ended DecemberJune 31,30, 20252026 as compared to $16,175$551 for the quarter DecemberJune 31,30, 2024. During the nine months ended December 31, 2025, the Company recorded $11,963 in Advertising and Promotion Expenses as compared to $24,322 for the nine month period ended December 31, 2024.2025. The Advertising and Promotion Expenses droppedincreased significantly due to limited capital available for promotion, but the Companypromotion expects the Advertising and Promotion Expense to increase going forward as the Company expands its promotion of the Lauren Bentley Swimwear line.

During the period from inception (April 3, 2019) to toJune December30, 31, 2025,2026, we had no provision for income taxes due to the net operating losses incurred.

As reflected in the accompanying financial statements, the Company has recently started generating revenue and has an accumulated deficit $765,013$790,030 as of DecemberJune 31,30, 2025.2026. In addition, the Company Company has experienced negative cash flows from operations since inception. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Our cash balance was $9,595$477 and $858$101 as of DecemberJune 30, 31, 2025,2026, and as of March 31, 2025,2026, respectively. We recorded a net loss of $27,653$15,500 for the three month period ended DecemberJune 31,30, 2025, 2026, and $57,877 $11,302 for the three month period ended DecemberJune 31, 2024, respectively. The Company recorded a net loss of $50,468 for the nine month period ended December 31,30, 2025, and $145,213 for the nine month period ended December 31, 2024, respectively.

The Company is currently seeking funding for our continued continued operations. The Company intends to raise a minimum of $400,000 and a maximum of $1,000,000 in order to expand the introduction and launch of the www.laurenbentleyswim.com e-commerce site to the retail community and fashion world. The Company launched the site in October 2023. To achieve our goals the Company expects to commit the majority of its funding to production of the swimwear lines, and to the advertising of the Company’s web site. There is no assurance that the company will be able to raise the capital required to complete its goal and objectives, and the Company is currently seeking capital to further its business plan. Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of common shares from the Company’s authorized capital. There are no agreements with any parties at this point in time for additional funding; however, we are in preliminary discussions with various funders in the US.