STWI 10-K & 10-Q changes, risk factors and insider trading
StageWise Strategies Corp. · OTC · Services-Computer Processing & Data Preparation · CIK 1999261 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
As a Smaller Reporting Company, the company is not required to include the disclosure under this Item 1A. Risk Factors. Despite the fact that we are not required to provide risk factors, we consider the following factors to be risks to our continued growth and development:
StageWise Strategies operates in a dynamic and rapidly evolving market, and we cannot guarantee the sustained success of our business or the execution of our business plan.
Our strategic approach and solutions are part of a continuously evolving landscape, and the markets in which we operate, specifically in the Online Marketing or Digital Advertising industry, are subject to rapid change. Consequently, we must assess our prospects in light of the challenges, costs, and complexities frequently encountered by emerging companies in such swiftly evolving markets.
Removed heading “StageWise Strategies may face challenges in executing its business plan if it cannot secure adequate capital and may be compelled to incur high capital costs.”
Removed heading “StageWise Strategies encounters challenges related to the prolonged evaluation and sales cycles inherent in its business, particularly during economic downturns that impact our customers' operations. These extended and unpredictable sales cycles pose difficulties in forecasting our operational outcomes.”
Removed heading “Our market, encompassing strategic solutions and services, is marked by rapid and continuous technological advancements and market volatility.”
Removed heading “We face competition from companies with more extensive resources, which places us in a competitive disadvantage.”
Removed heading “Our capacity to engage in significant research and development endeavors is constrained due to our financial limitations, potentially obstructing our future growth potential.”
Removed heading “Our operational performance and financial results may be adversely impacted by prevailing global market and economic conditions, including ongoing geopolitical instability in various regions.”
Removed heading “Our Board of Directors has no prior experience in managing a public company, which is essential for establishing and maintaining disclosure controls and procedures as well as internal control over financial reporting.”
Largest changes
“We face competition from companies with more extensive resources, which places us in a competitive disadvantage.”see in full comparison
“StageWise Strategies encounters challenges related to the prolonged evaluation and sales cycles inherent in its business, particularly during economic downturns that impact our customers' operations. These extended and unpredictable sales cycles pose difficulties in forecasting our operational outcomes.”see in full comparison
“Our Board of Directors has no prior experience in managing a public company, which is essential for establishing and maintaining disclosure controls and procedures as well as internal control over financial reporting.”see in full comparison
“Our operational performance and financial results may be adversely impacted by prevailing global market and economic conditions, including ongoing geopolitical instability in various regions.”see in full comparison
“Our capacity to engage in significant research and development endeavors is constrained due to our financial limitations, potentially obstructing our future growth potential.”see in full comparison
“StageWise Strategies may face challenges in executing its business plan if it cannot secure adequate capital and may be compelled to incur high capital costs.”see in full comparison
Full comparison: every changed paragraph (30)
Our strategic approach and solutions are
part of
a continuously evolving landscape, and the markets in which we operate, specifically in the Online Marketing or Digital
Advertising industry,
are subject to rapid change. Consequently, we must assess our prospects in light of the challenges, costs, and
complexities frequently
encountered by emerging companies in such swiftly evolving markets. We may encounter obstacles in achieving
the following objectives, which could significantly impact our ability to implement our business plan:
-Establishing and maintaining broad market
acceptance of our strategies and solutions, and effectively converting this acceptance into both direct and indirect sources of revenue.
-Ensuring the adoption of our strategies and solutions
across various environments, experiences, and device types.
-Timely and successfully developing new strategies
and solutions, while continuously enhancing the functionality and features of our existing offerings.
-Developing strategies and solutions
that result in high customer satisfaction and substantial end-customer usage, particularly in the realm of Online Marketing or Digital
Advertising.
-Effectively addressing competition, including
competition from emerging technologies and alternative solutions within the Online Marketing or Digital Advertising sector.
-Cultivating and sustaining strategic relationships
to enhance the distribution, features, content, and utility of our strategies and solutions.
Our business strategy may encounter challenges,
and we may struggle to address these risks in a cost-effective manner, if at all. In the event that we are unable to achieve these objectives
successfully, it could have adverse consequences for our business.
StageWise Strategies may face challenges
in executing its business plan if it cannot secure adequate capital and may be compelled to incur high capital costs.
To effectively implement our business plan and fulfill
our financial commitments as they arise, we will require additional capital. The ability to obtain the necessary additional capital may
be uncertain, and we may be obligated to pay elevated costs for such capital. Various factors may influence the availability and pricing
of capital, including:
Should we fail to secure adequate capital, we may
encounter difficulties in meeting our current and future financial obligations and may be unable to fully leverage existing or potential
opportunities. Prolonged inability to access capital could even necessitate the suspension of our operations.
Yulia Zaporozhan is a related party with
whom the Company entered into transactions between July 3, 2023 (inception) and September 30, 2024 under the Loan Agreement dated
July 4, 2023 for $90,000 and the Amendment to Loan Agreement dated July 15, 2024, which increased the loan amount to $150,000. We
intend to utilize this agreement as a source of working capital, enabling the execution of essential business operations.
StageWise Strategies encounters challenges
related to the prolonged evaluation and sales cycles inherent in its business, particularly during economic downturns that impact our
customers' operations. These extended and unpredictable sales cycles pose difficulties in forecasting our operational outcomes.
Forecasting the timing and recognition of revenue
from the sale of our strategic solutions may be challenging due to the considerable time prospective customers may require to evaluate
our product before committing to a purchase.
Our market, encompassing strategic solutions
and services, is marked by rapid and continuous technological advancements and market volatility.
The market for our strategic solutions and services
is characterized by ongoing technological advancements and market fluctuations. Changes in technology, shifting industry standards, evolving
customer preferences, and competitive pressures require us to innovate promptly and efficiently. Failing to adapt our solutions to these
swift changes could hinder our ability to acquire and retain market share.
The dynamic technological evolution and market
fluctuations in the Online Marketing and Digital Advertising industry pose additional risks. Changes in search engine algorithms, advertising
platforms, or user behaviors can impact the effectiveness of our SEO services. Adapting to these rapid changes is essential for maintaining
a competitive edge and delivering effective services. However, there is no guarantee that our adaptations will gain market acceptance
or that we will successfully innovate in a cost-effective and timely manner.
It is challenging to predict the precise financial
resources needed to fully execute our business plan, and these requirements may surpass any estimates we have provided. These circumstances
give rise to doubts about our ability to remain operational. In the event that we are unable to secure adequate capital when necessary,
we may rely on a loan from our director, Yuliia Zaporozhan, under the Loan Agreement dated July 4, 2023 for $90,000, as amended on July
15, 2024, to increase the loan amount to $150,000.
We face competition from companies with more
extensive resources, which places us in a competitive disadvantage.
Our industry, centered around strategic
solutions and services, is characterized by robust competition, and we anticipate an escalation in competitive pressures in the
future. Some of our current or potential competitors, such as SEMrush, Ahrefs, and Moz, possess considerably greater financial,
technical, and marketing capabilities compared to our organization. These established competitors offer a comprehensive suite of SEO
tools, including keyword research, competitor analysis, and website optimization features. SEMrush, for instance, is known for its
extensive keyword database and in-depth analytics, while Ahrefs is widely used for its backlink analysis capabilities. Moz, on the
other hand, is recognized for its domain authority metric and has a strong presence in the SEO community.
The competitive advantage of these formidable
competitors may enable them to respond more swiftly to emerging technologies or shifts in customer requirements. Additionally, they may
allocate larger resources to the development, promotion, and sale of their offerings. We expect our competitors to continue enhancing
the performance of their existing solutions and introducing new products, services, and technologies. Successful introductions or improvements
by competitors like SEMrush, Ahrefs, and Moz could potentially lead to reduced sales, diminished market acceptance of our solutions, heightened
price competition, or even the obsolescence of our products. To remain competitive in this dynamic landscape, we must maintain a substantial
commitment to investing in research and development, sales and marketing, and customer support. While we recognize the challenges posed
by companies with more extensive resources, we stay dedicated to providing innovative SEO services that empower entrepreneurs to improve
their online visibility.
Our capacity to engage in significant
research and development endeavors is constrained due to our financial limitations, potentially obstructing our future growth potential.
Given our restricted overall resources, we
have abstained from making substantial investments in research and development activities since our inception. This strategy primarily
aims to preserve short-term capital; however, it may yield enduring implications.
Our failure to allocate resources to research
and development jeopardizes our ability to remain competitive in terms of technological advancements and product offerings. Ultimately,
this may have an adverse impact on our revenue growth and impede our journey toward profitability.
Our operational continuity is subject to disruptions
stemming from external, uncontrollable events.
Our operational performance and financial
results may be adversely impacted by prevailing global market and economic conditions, including ongoing geopolitical instability in various
regions.
As a business focused on providing SEO services,
our operations are not immune to the broader influence of the global economy and geopolitical circumstances. Our business remains susceptible
to the influence of general worldwide economic and market circumstances. Deterioration in the U.S. and global economies could result in
unfavorable consequences for our operational outcomes, encompassing potential declines in revenue and operational cash flow. The impact
of these conditions on the business is magnified by the fact that our potential clientele may find it unprofitable to invest in SEO services,
including the utilization of our innovative solutions, keyword analysis, and website optimization, given the economic uncertainties caused
by geopolitical conflicts. They may opt to curtail or entirely cease their acquisition of our products and services, which could result
in reduced demand and diminished revenue streams for our company.
Our Board of Directors has no
prior experience in managing a public company, which is essential for establishing and maintaining disclosure controls and procedures
as well as internal control over financial reporting.
We have no prior operational history as a public
company. Yuliia Zaporozhan, serving as our President, Secretary, and Director, and Viktor Balan, Treasurer and Director, lack experience
in overseeing a public company's requirements, including the establishment and maintenance of disclosure controls, procedures, and financial
reporting controls. Consequently, there may be challenges in successfully operating as a public company, even if our core operations perform
well. In recognition of these challenges, our intention is to proactively seek and engage experienced professionals to provide guidance
and expertise in managing the responsibilities of a public company.
Our intention is to fully adhere to the various
rules and regulations mandated for a reporting company registered with the Securities and Exchange Commission.
Management's Discussion & Analysis (MD&A)
New heading “Fiscal year ended September 30, 2025 compared to fiscal year ended September 30, 2024”
Removed heading “Cash Flow Analysis”
Largest changes
“The Company is attempting to commence full-scale operations and generate sufficient revenue, however the Company’s cash position may not be sufficient to support the Company’s daily operations long-term. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. …”see in full comparison
“The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.”see in full comparison
“The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.”see in full comparison
“Fiscal year ended September 30, 2025 compared to fiscal year ended September 30, 2024”see in full comparison
see in full comparisonTheFiscalcompany's cash flow statements for the fiscal yearsyear ended September 30,2023,2025 and2024, present a mixed financial picture.2024
Full comparison: every changed paragraph (27)
The following discussion of our financial condition
and results of operations should be read in conjunction with (i) our audited financial statement as of September 30, 2024,2025, that appear
elsewhere in this filing. This filing contains certain forward-looking statements and our future operating results could differ materially
from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may
cause our actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by such forward- looking statements. Given these uncertainties, readers are cautioned not to place undue reliance
on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions
of the forward -looking statements contained herein to reflect future events or developments. For information regarding risk factors that
could have a material adverse effect on our business, refer to the Risk Factors.
Going ConcernIn
General
StageWise Strategies Corp. (“Company”) was incorporated on July 03, 2023 under the laws of Nevada. We specialize in delivering comprehensive search engine optimization (SEO) services aimed at increasing online visibility and improving organic search performance for businesses across a wide range of industries. By utilizing advanced data analytics and proprietary algorithms, we offer tailored keyword research and implementation strategies to effectively promote clients' products and services in the digital marketplace.
Our service offers an intelligent approach to website promotion, emphasizing a strong online presence for entrepreneurs. Our aim is to provide accessible tools for success, including trials for users to explore the service benefits. We present three monthly subscription plans: Basic, Standard, and Premium, each with expanding functionality and request allowances.
Fiscal year ended September 30, 2025 compared to fiscal year ended September 30, 2024
During the years ended September 30, 2025 and 2024 we have generated $95,409 and $9,007 in revenues, respectively.
The financial statements have been prepared assuming
that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation
of liabilities in the normal course of business.
AsOur reflectednet in the financial statements, the
Company had revenues in amount of $9,007loss for the fiscal year ended
September 30, 2024,2025 hadwas $74,758 compared to a net loss $30,615of $30,616 during the fiscal year ended September 30, 2024.
Operating expenses incurred were $170,170 during fiscal year ended September 30, 2025 compared to $39,630 during fiscal year ended September 30, 2024.
The Company is attempting to commence full-scale
operations and generate sufficient revenue, however the Company’s cash position may not be sufficient to support the Company’s
daily operations long-term. Management intends to raise additional funds by way of a private or public offering. While the
Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional
funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the
Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds
by way of a public or private offering.
The financial statements do not include any adjustments
related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.
As of September 30, 2023 we have cash reserves
of approximately $610 and our liabilities are $32,400, comprising $18,400 accounts payable and $14,000 owed to Yuliia Zaporozhan, our
Director. As of September 30, 2024 we have cash reserves of approximately $11,343 and our liabilities are $145,330, comprising $13,500
accounts payable and $121,830 owed to Yuliia Zaporozhan, our Director.
The provided financial data indicates a concerning
trend in the company's financial health. As of September 30, 2023, the company had a significant cash shortfall, with liabilities exceeding
its cash reserves. The situation has worsened by September 30, 2024, as the gap between liabilities and cash reserves has widened considerably.
A significant portion of the company's liabilities
is owed to Yuliia Zaporozhan, a director of the company.
Cash Flow Analysis
TheFiscal company's cash flow statements for the
fiscal yearsyear ended September
30, 2023,2025 and 2024, present a mixed financial picture.2024
As of September 30, 2025, our total assets were $164,867 consisting of $4,573 current assets, $8,078 other assets and $152,216 intangible assets. As of September 30, 2024 our total assets were $115,744 consisting of $11,343 cash and $104,401 intangible assets.
For the years ended September 30, 20242025 and
2023,2024, net cash providedused byin operating activities was $12,217$48,500 and $11,410,$12,217, respectively.
For the years ended September 30, 20242025 and
2023,2024, net cash providedused byin investing activities was
$88,900 $82,450 and $28,800,$88,900, respectively.
For the years ended September 30, 20242025 and
2023, 2024, net
cash provided by financing activities was
$111,850 $124,180 and $18,000,$111,850, respectively.respectively from
director’s loan and capital stock.
While the company was able to secure additional
financing in both years, the increasing reliance on external funds and the negative cash flow from operations in 2024 raise concerns about
the company's long-term financial sustainability.
The company's current financial position is
challenging, with limited cash reserves and significant liabilities. To ensure continued operations, we are actively seeking additional
funding through various channels, including a loan from our Director, Yuliia Zaporozhan.
While we are confident in our business plan,
we acknowledge the inherent uncertainties and risks associated with raising capital and executing our strategy. We are diligently working
to mitigate these risks and secure the necessary funding to achieve our long-term goals.
Total income for the year ended September 30,
2024 was $9,007, and no income was generated from inception on July 3, 2023 through September 30, 2023.
Total expenses for the year ended September
30, 2023 were $6,995, made up of office rent $308, postage and delivery $39 and professional fees $6,648.
Total expenses for the year ended September
30, 2024 were $39,629, made up of professional fees $24,886, amortization of $13,299, bank service charges $6, business licenses and permits
$915, postage and delivery $13 and office rent $510.
For the year ended September 30, 2024 and 2023,
the company recorded a net loss of $30,615 and $6,990, respectively.
What changed in the latest 10-Q
Risk Factors
As a Smaller Reporting Company, the Company is not required to include the disclosure under this Item 1A. Risk Factors.
Largest changes
see in full comparisonWe areAs asmallerSmallerreportingReportingcompany as defined by Rule 12b-2 ofCompany, theSecuritiesCompanyExchange Act of 1934 and areis not required toprovideinclude theinformationdisclosure under thisitem.Item 1A. Risk Factors.
“-Effectively addressing competition, including competition from emerging technologies and alternative solutions within the Online Marketing or Digital Advertising sector.”see in full comparison
“Our business strategy may encounter challenges, and we may struggle to address these risks in a cost-effective manner, if at all. In the event that we are unable to achieve these objectives successfully, it could have adverse consequences for our business.”see in full comparison
“We anticipate ongoing costs and expenses related to SEC reporting and compliance. Given the volatility of earnings, compliance may be challenging, which could impact investors' ability to sell their shares (if at all).”see in full comparison
“-Developing strategies and solutions that result in high customer satisfaction and substantial end-customer usage, particularly in the realm of Online Marketing or Digital Advertising.”see in full comparison
“Stagewise Strategies Corp. operates in a dynamic and rapidly evolving market, and we cannot guarantee the sustained success of our business or the execution of our business plan.”see in full comparison
Full comparison: every changed paragraph (12)
Stagewise Strategies Corp. operates in a dynamic
and rapidly evolving market, and we cannot guarantee the sustained success of our business or the execution of our business plan.
We anticipate ongoing costs and expenses related
to SEC reporting and compliance. Given the volatility of earnings, compliance may be challenging, which could impact investors' ability
to sell their shares (if at all).
We may encounter obstacles in achieving the
following objectives, which could significantly impact our ability to implement our business plan:
-Establishing and maintaining broad market acceptance
of our strategies and solutions, and effectively converting this acceptance into both direct and indirect sources of revenue.
-Ensuring the adoption of our strategies and
solutions across various environments, experiences, and device types.
-Timely and successfully developing new strategies
and solutions, while continuously enhancing the functionality and features of our existing offerings.
-Developing strategies and solutions that result
in high customer satisfaction and substantial end-customer usage, particularly in the realm of Online Marketing or Digital Advertising.
-Effectively addressing competition, including
competition from emerging technologies and alternative solutions within the Online Marketing or Digital Advertising sector.
-Cultivating and sustaining strategic relationships
to enhance the distribution, features, content, and utility of our strategies and solutions.
Our business strategy may encounter challenges,
and we may struggle to address these risks in a cost-effective manner, if at all. In the event that we are unable to achieve these objectives
successfully, it could have adverse consequences for our business.
Stagewise Strategies Corp. may face challenges
in executing its business plan if it cannot secure adequate capital and may be compelled to incur high capital costs.
We areAs a smallerSmaller reportingReporting company as defined
by Rule 12b-2 ofCompany, the SecuritiesCompany Exchange Act of 1934 and areis not required to provideinclude the informationdisclosure under this item.Item 1A. Risk Factors.
Management's Discussion & Analysis (MD&A)
New heading “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS”
New heading “Change of Control”
New heading “Critical Accounting Policies and Estimates”
Largest changes
“Although the Company has had recurring losses each year since inception, the Company plans to fund its operations and capital funding needs for the next 12 months through a combination of private and public equity and debt offerings, or a combination thereof, from existing and/or new investors, including related parties. We have limited financial resources available, which has had an adverse impact on our liquidity, activities and operations. Without realization of additional capital, it would be unlikely for us to continue as a going concern. …”see in full comparison
“We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. …”see in full comparison
“This Quarterly Report on Form 10-Q contains forward-looking statements that can involve substantial risks and uncertainties. …”see in full comparison
Full comparison: every changed paragraph (36)
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Risks, risk factors and uncertainties involved in forward-looking statements contained in this Form 10-Q include, but are not limited to, the following:
We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this Quarterly Report, whether as a result of any new information, future events or otherwise.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.
StageWise Strategies Corp. (the “Company”, “us,” “our,” “we”) is a Nevada-based corporation specializing in search engine optimization (SEO) services that help entrepreneurs and businesses improve their online visibility. Our primary goal is to enhance clients’ search engine rankings through targeted keyword analysis and website optimization strategies.
Change of Control
Effective as of June 5, 2026, there was a change of control of the Company. Approximately 75% of the Company’s issued and outstanding shares of Common Stock were acquired by a foreign individual from two of our stockholders. Upon such acquisition all of the then serving directors and officers of the Company resigned and were replaced by the following officers and directors:
More information on the change of control and the new officers and directors is provided in our Current Report on Form 8-K filed with the SEC on June 11, 2026.
Three months ended MarchJune 31,30, 2026 compared
to MarchJune 31,30, 2025
Total revenue for the three months ended March
31,June 30, 2026 and 2025 was $25,249$11,307 and $15,000,$8,196, respectively.respectively, an increase of $3,111 or 38% between the comparable periods as a result of execution of existing contracts.
Total expenses for the three months ended March
31,June 30, 2026 were $16,693,$18,790, made upcomprised of office rent $116,$142, office expenses $160, bank service charges $1,$16, depreciation expense $10,115$10,114 and professional fees $6,461.$8,358.
Total expenses for the three months ended March
31,June 30, 2025 were $26,980,$61,236, made upcomprised of office rent $55,$442, bank service charges $47,$88, dues & subscriptions $30, depreciation expense $7,579,$9,924, professional fees $3,500,$22,953, website CRO expenses $9,000, website technical support $3,000, SEO
services $4,251, marketing services $8,748 and server lease $2,800.
The decrease in operating expenses of $42,446 or 69%, during the comparable periods mainly reflects significant decrease professional fees and absence of website CRO expenses, SEO services, server lease and marketing expenses during the three months ended June 30, 2026.
Net Income (Loss)
For the three months ended June 30, 2026 and 2025, the Company recorded a net loss of $7,483 and $53040, respectively, a decrease of $45,557 or 86% between the comparable periods. Such a significant decrease was due to 38% increase in revenues and 69% decrease in operating expenses.
For the three months ended March 31, 2026,
the company recorded a net income of $8,556.
For the three months ended March 31,
2025, the company recorded a net loss of $11,980.
SixNine months ended MarchJune 31,30, 2026 compared to MarchJune 31,30, 2025
Total revenue for the sixnine months ended March
31,June 30, 2026 and 2025 was $44,467$55,774 and $69,690,$77,886, respectively.respectively, a decrease of $22,112 or 28% between the comparable periods as a result of execution of existing contracts.
Total expenses for the sixnine months ended March
31,June 30, 2026 were $50,154,$68,944, made upcomprised of office rent $211,$353, office expenses $160, bank service charges $8,$24, business licenses and permits $150, depreciation expense
$20,229, $30,344, professional fees $29,478,$37,836, SEO services $803, marketing services $4,568, server lease $2,707 and website and API expenses $4,000.
A refund of $12,000 was also received for website technical support following the termination of the Agreement.
Total expenses for the sixnine months ended March
31,June 30, 2025 were $53,973,$115,208, made upcomprised of office rent $211,$542, bank service charges $8,$361, dues & subscriptions $30, business licenses and permits $200, depreciation expense
$13,767, $23,692, professional fees $19,500,$42,452, website CRO expenses $9,000, website technical support $3,000, SEO services $5,668,$9,919, marketing services $11,664$20,412 and server lease $2,800.$5,600.
The decrease in operating expenses of $46,264 or 40%, during the comparable periods mainly reflects significant decrease in professional fees, website CRO expenses, SEO services, server lease, marketing expenses and refund of website technical support, offset by increase in depreciation and Website and API expenses.
Net Income (Loss)
The change from $37,319 of net loss for the nine months ended June 30, 2025 to net loss of $13,170 for the same period in 2026, was mainly attributable to decrease in operating expenses in 2026, which was partially offset by decrease in total revenue.
For the six months ended March 31, 2026, the
company recorded a net loss of $5,687.
For the six months ended March 31, 2025, the
company recorded a net income of $15,720.
During the three months ended June 30, 2026 and 2025, the Company incurred operating losses of $7,483 and $53,040, respectively, and during the nine months ended June 30, 2026 and 2025, the Company incurred operating losses of $13,170 and $37,322, respectively, and had an accumulated deficit of $125,534 as of June 30, 2026. Since its inception, the Company has incurred operating losses and negative cash flows. The Company expects to continue to incur net losses as it continues to grow and scale its business. As of June 30, 2026, we had cash and cash equivalents of $44,485.
Although the Company has had recurring losses each year since inception, the Company plans to fund its operations and capital funding needs for the next 12 months through a combination of private and public equity and debt offerings, or a combination thereof, from existing and/or new investors, including related parties. We have limited financial resources available, which has had an adverse impact on our liquidity, activities and operations. Without realization of additional capital, it would be unlikely for us to continue as a going concern. In order for us to remain a going concern, we will need to obtain additional capital as mentioned above. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to us, or at all. See Note 2 to our financial statements include in this Quarterly Report on Form 10-Q and the report of the Company’s independent accounting firm included in the Company’s audited financial statements for the year ended September 30. 2025, which raises substantial doubt about the Company’s ability to continue as a going concern.
As of March 31, 2026, we have no cash and cash equivalents.
The Company expects to obtain financing to meet our basic operating requirements for the next twelve months.
For the sixnine months ended MarchJune 31,30, 2026, net
cash usedprovided inby operating activities was $7,206$38,301 compared to net cash used in operating activities of $17,138$40,845 for sixthe nine months ended MarchJune 31,
30, 2025.
For the sixnine months ended MarchJune 31,30, 2026 and
2025, net cash used in investing activities was $0 and $71,050,$82,450, respectively.
For the sixnine months ended MarchJune 31,30, 2026 and
2025, net cash used in financing activities was $11,779, compared to the net cash provided by financing activities ofwas $87,530$1,611, compared to $112,180 for the
six nine months ended MarchJune 31,30, 2025. Such changes were due to Proceedsthe fromfact salethere ofwere commonno sharesshare issuances during the nine months ended June 30, 2026 and Proceedsonly fromminor proceeds and payments related to the Loan from Related Parties.
As of MarchJune 31,30, 2026, we have generated revenue
in amount of $44,467.$55,774. The Company issued no shares of common stock during the sixnine months ended MarchJune 31,30, 2026, although it received a $44,500 deposit toward a $250,000 Share Subscription Agreement from June 30, 2026. Please refer to our financial
statements contained herein for more detailed information.
Critical Accounting Policies and Estimates
Refer to Note 3 in the notes accompanying unaudited condensed financial statements.
STWI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 3 Form 4 filings (2 insiders, 3 trade dates, 5,000,000 shares, about $808.0K) and open-market sales in 2 filings (1 insider, 2 trade dates, 4,000,000 shares, about $558.0K). Net open-market shares: 1,000,000 (purchases minus sales); net value about $250.0K.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.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-05 | Tourism & Entertainment Group, Llc |
Open-market purchase | 1,000,000 | $0.14 | $138.0K |
| 2026-10-05 | Artikkhodjaev Jakhongir Abidovich |
Open-market sale | 1,000,000 | $0.14 | $138.0K |
| 2026-08-10 | Artikkhodjaev Jakhongir Abidovich |
Open-market sale | 3,000,000 | $0.14 | $420.0K |
| 2026-08-10 | Artikkhodjaev Jakhongir Abidovich |
Open-market purchase | 3,000,000 | $0.14 | $420.0K |
| 2026-07-17 | Artikkhodjaev Jakhongir Abidovich |
Open-market purchase | 1,000,000 | $0.25 | $250.0K |
Well-known investors holding STWI (13F)
None of the 59 investors we track reported a position in their latest 13F.