Filed 2025-12-16 · Period ending 2025-09-30 · 9,853 words · SEC EDGAR
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# StageWise Strategies Corp. (STWI) — 10-K
**Filed:** 2025-12-16
**Period ending:** 2025-09-30
**Accession:** 0001999261-25-000019
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1999261/000199926125000019/)
**Origin leaf:** 221ccd6f5100fe4593b546ce3f732ee63d67045d6840e4252853c63ca2672061
**Words:** 9,853
---
**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549
****
**Form10-K**
****
[X]Annual Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
**For the fiscal year endedSeptember 30,
2025**
[ ]Transition Report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission file number333-275731
****
**STAGEWISE STRATEGIES CORP.**
(Exact name of registrant as specified in its
charter)
|
Nevada
(State or Other Jurisdiction of Incorporation
or Organization) |
7374
(Primary Standard Industrial Classification
Number) |
61-2108075
(IRS Employer Identification Number) | |
****
Friedrichstr.
114A,10117,Berlin,Germany
+1413-3076199, office@stagewise.net
****
(Address, including zip code, and telephone
number, including area code, of registrants principal executive offices)
Securities registered pursuant to Section 12(b)
of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | |
|
Common Stock |
- |
- | |
**Securities registered pursuant to Section 12(b) of the
Act:**
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No[X]
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No[X]
Indicate by check mark whether the registrant (1)has
filed all reports required to be filed by Section13 or 15 (d)of the Securities Exchange Act of 1934 during the preceding 12months
(or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements
for the past 90days.
Yes[X] No [ ]
Indicate by check mark whether the registrant
has submitted electronically on its corporate Web site, if any, every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
Yes [ ] No[X]
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer, smaller reporting company and emerging growth company
in Rule 12b-2 of the Exchange Act:
|
Large accelerated Filer |
[ ] |
Accelerated Filer |
[ ] | |
|
Non-accelerated Filer |
[X] |
Smaller reporting company |
[X] | |
|
|
Emerging growth company |
[X] | |
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.[ ]
Indicate
by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.[ ]
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.[
]
Indicate by check mark
whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).
Yes [ ] No[X]
The aggregate market
value of the voting and non-voting common equity held by non-affiliates of the registrant on September 30, 2024, the last business day
fiscal year, was 0$.
State the number of
shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:5,044,334 common shares
issued and outstanding as of December 16, 2025.
2
| | |
| | |
**STAGEWISE STRATEGIES CORP.**
**ANNUAL REPORT ON FORM 10-K**
**TABLE OF CONTENTS**
****
****
|
PART I |
PAGE | |
|
Item 1. |
Business. |
4 | |
|
Item 1A. |
Risk Factors. |
6 | |
|
Item 1B. |
Unresolved Staff Comments. |
7 | |
|
Item 2. |
Properties. |
7 | |
|
Item 3. |
Legal Proceedings. |
7 | |
|
Item 4. |
Mine Safety Disclosures. |
7 | |
|
|
| |
|
PART II |
| |
|
Item 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
8 | |
|
Item 6. |
[Reserved] |
8 | |
|
Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations. |
8 | |
|
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
10 | |
|
Item 8. |
Financial Statements and Supplementary Data. |
10 | |
|
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
10 | |
|
Item 9A. |
Controls and Procedures. |
10 | |
|
Item 9B. |
Other Information. |
12 | |
|
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
12 | |
|
|
| |
|
PART III |
| |
|
Item 10. |
Directors, Executive Officers and Corporate Governance. |
13 | |
|
Item 11. |
Executive Compensation. |
13 | |
|
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
14 | |
|
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
14 | |
|
Item 14. |
Principal Accountant Fees and Services. |
14 | |
|
|
| |
|
PART IV |
| |
|
Item 15. |
Exhibit and Financial Statement Schedules. |
16 | |
|
Item 16. |
Form 10-K Summary. |
16 | |
****
3
**PART I**
**ITEM 1. BUSINESS**
**Business Overview**
Unless the context otherwise requires, throughout
this Annual Report on Form 10-K, the words StageWise Strategies, we, us, or the Company
refer to StageWise Strategies Corp. (as applicable).
We are committed to providing Search Engine Optimization
(SEO) solutions to emerging entrepreneurs. Our platform provides a keyword research tool to identify and select keywords
relevant to a business or website. Through keyword analysis and website optimization, we boost search engine rankings, driving more organic
traffic and expanding product and service reach.
Our service is designed to provide entrepreneurs with
an enhanced approach to website promotion. We offer 15 complimentary queries, for a firsthand experience. We present three monthly subscription
plans: Basic, Standard, and Premium, each with expanding functionality and request allowances. These subscriptions enable clients to elevate
their website promotion efforts to align with their specific needs and ambitions.
Our subscription-based API tool is tailored to provide
a significantly expanded quota of queries. This enhancement elevates the quality of business development strategies, delivering advantages
for entrepreneurs managing multiple concurrent projects. Users have the capability to export the acquired keywords, facilitating their
utilization in content creation, search engine optimization, contextual advertising, or any other relevant applications.
Access to our service is facilitated through the website,
which offers extensive information on our services, pricing structures, and a dedicated contact option for plan selection.
Our platform allows entrepreneurs to maintain a comprehensive
focus on all their projects, regardless of their stage, whether they are startups or well-established businesses. With the assistance
of our platform's tips and guidance, entrepreneurs can systematically promote each project, ensuring a high-quality approach every step
of the way.
**Business Model**
Our business model is designed to serve emerging
entrepreneurs by offering SEO solutions that prioritize boosting online presence through keyword analysis and website optimization.
We empower our clients to attract more organic traffic and expand their product and service reach. Our revenue generation plan
includes subscription-based models, comprising Basic, Standard, and Premium tiers, each offering expanded functionality and request
allowances. Entrepreneurs managing multiple projects can benefit from our subscription-based API tool, which provides a
significantly increased quota of queries, enabling them to elevate the quality of their business development strategies.
Additionally, we offer a keyword research tool, allowing users to access 15 keywords and a comprehensive business description with a
single request. This tool serves entrepreneurs, particularly those managing multiple projects, by facilitating tasks such as content
creation, search engine optimization, contextual advertising, and can be accessed through our website. Our channels of engagement
primarily involve online access to our website, where clients can select subscription plans and download our program to access and
make use of our services.
4
**Our Competitive Strengths:**
- Keyword Analysis and Optimization: We specialize in identifying and utilizing relevant keywords
to optimize websites for improved search engine performance.
- Strategic Online Promotion: Our service delivers a methodical approach to online promotion,
recognizing the significance of a robust online presence for entrepreneurial success.
- Complimentary Queries: We provide a complimentary allocation of 15 queries, allowing
users to sample our service by uncovering valuable keywords and receiving guidance within this limit.
- Subscription Plans: We present three subscription tiers - Basic, Standard, and Premium - each
offering progressively advanced functionality and query allowances to cater to varying client needs.
- Expanding Database: Our service features an expanding database containing comprehensive
information on business promotion and diverse project execution scenarios, aiding informed decision-making.
- API Tool: For users handling multiple projects concurrently, our subscription-based
API tool offers an expanded query quota, enabling advanced business development strategies and keyword export for various applications.
- User-Friendly Platform: Our service is easily accessible through our website, where
users can find detailed information on services, pricing plans, and an intuitive interface for plan selection.
- Holistic Project Management: Entrepreneurs, whether startups or established businesses,
can benefit from our platform's guidance and tools for systematic project promotion.
**Effect of General Economic Conditions on our Business**
The state of the general economy significantly
affects our SEO business. During economic recoveries and stable periods, entrepreneurs are more willing to invest in enhancing their online
presence. A strong economy makes it easier for them to justify this investment, resulting in increased demand for our SEO services. In
contrast, economic downturns may lead to reduced demand as businesses tighten their budgets. Therefore, the economic environment plays
a pivotal role in determining the demand for our services.
**Regulation**
Our activities are subject to a number of
federal, state, and international laws and regulations governing online platforms and mobile devices. These laws cover areas such as
privacy, user data protection (including the collection of data from minors), online and mobile content, advertising, marketing
activities, and anti-corruption measures.
5
We recognize the dynamic nature of the regulatory
environment in the online platform and mobile device sector and are committed to fully complying with all applicable laws and regulations
governing our industry.
****
**Employees**
As of the date of this report, the Company
has no employees other than its executive officers. The Board of Directors consists of two members, Victor Balan and Marcelo Ramon Alarcon
Martinez. Victor Balan serves as President, Secretary, Treasurer and Chief Executive Officer.
None of the Companys directors or executive
officers is party to an employment agreement with the Company.
****
**Corporate organization**
StageWise Strategies is a Nevada corporation
organized in 2023 with its principal office located at Friedrichstr. 114A, 10117, Berlin, Germany. Our telephone number is (413) 307-6199.
****
**ITEM 1A. 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:
|
| The company faces high risks due to the rapidly evolving market and competition. | |
|
| Market Acceptance: Failure to achieve broad market acceptance and adoption of solutions across various
environments, which is essential for generating revenue. | |
|
| Competition: Difficulty in effectively addressing competition from emerging technologies and alternative
solutions. | |
|
| Capital Shortfall: The uncertainty and potentially high cost of obtaining the necessary additional capital
required to implement the business plan. | |
|
| Operational Challenges. The business structure introduces difficulty in forecasting revenue. | |
|
| Unpredictable Sales Cycles: The long and unpredictable evaluation/sales cycles inherent in the business
make it challenging to forecast operational outcomes and the timing of revenue recognition, especially when economic downturns impact
customers. | |
|
| Our capacity to engage in significant research and development endeavors is constrained due to our financial
limitations, potentially obstructing our future growth potential. | |
6
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.
**ITEM 1B. Unresolved Staff Comments**
Not applicable to smaller reporting companies.
**ITEM 2. Properties**
Our current office space is located at Friedrichstr.
114A, 10117, Berlin, Germany. The space is adequate for our needs.
****
**ITEM 3. Legal Proceedings**
We know of no legal proceedings to which we
are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments
against us.
****
**ITEM 4. Mine Safety Disclosures**
Not applicable.
7
**PART II**
**ITEM 5. Market for Registrants Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities**
Our common stock is not currently traded on
any exchange. We cannot assure that any market for the shares will develop or be sustained. We have not paid any dividends on our common
stock and do not anticipate paying cash dividends in the foreseeable future. We intend to retain any earnings to finance the growth of
our business. We cannot assure you that we will ever pay cash dividends.
Whether we pay cash dividends in the future
will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, capital requirements
and any other factors that the Board of Directors decides are relevant. See Managements Discussion and Analysis of Financial Condition
and Results of Operations.
As of September 30, 2025, the company has 5,044,334
shares of common stock issued and outstanding held by companys shareholders.
****
**ITEM 6. Reserved**
Not applicable to smaller
reporting companies**.**
****
**ITEM 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations**
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, 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.
****
**In
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.
8
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.
****
**Results of Operations**
**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.
Our net loss for the fiscal year ended
September 30, 2025 was $74,758 compared to a net loss of $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.
**Liquidity and Capital Resources**
**Fiscal year ended September
30, 2025 and 2024**
As of September 30, 2025,
our total assets were $164,867 consisting of $4,573current assets, $8,078 other assetsand
$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.
**Operating Activities**
For the years ended September 30, 2025 and
2024, net cash used in operating activities was $48,500 and $12,217, respectively.
**Investing Activities**
For the years ended September 30, 2025 and
2024, net cash used in investing activities was $82,450 and $88,900, respectively.
**Financing Activities**
For the years ended September 30, 2025 and 2024, net
cash provided by financing activities was $124,180 and $111,850, respectively from
directors loan and capital stock.
****
**Off-Balance Sheet Arrangements**
We do not have any off-balance sheet arrangements
that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
9
**Critical Accounting Policies**
Our financial statements and accompanying notes
have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation
of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies
and estimates that we use to prepare our financial statements. In general, managements estimates are based on historical experience,
on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and
circumstances. Actual results could differ from those estimates made by management.
****
**ITEM 7A. Quantitative and Qualitative Disclosures About Market
Risk**
Not applicable to smaller reporting companies.
****
**ITEM 8. Financial Statements and Supplementary Data**
The Companys Financial Statements
required by Item 8, together with the reports thereon of the Independent Registered Public Accounting Firm are set forth on pages 17 through
28 of this report and are incorporated by reference in this Item 8.
**ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure**
We have had no changes in or disagreements with our independent registered
public accountant.
****
**ITEM 9A. Controls and Procedures**
The company is responsible for establishing and maintaining
a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to
ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commissions rules and forms.
Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files
or submits under the Exchange Act is accumulated and communicated to the issuers management, including its principal executive
officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
10
An assessment was conducted with the participation
of our principal executive and principal financial officer of the effectiveness of the design and operation of our disclosure controls
and procedures as of September 30, 2025.
Based on that evaluation, our management concluded
that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in
the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms.
**Managements Report on Internal Control over Financial
Reporting**
Management is responsible for establishing and maintaining
adequate internal control over financial reporting (ICFR), defined as a process to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements in accordance with US GAAP.
We acknowledge that inherent limitations exist
in any control system. Under the guidance of the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness
of its ICFR as of September 30, 2025, using the criteria established in Internal Control - Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013").
A material weakness is a deficiency, or combination
of deficiencies, that introduces a reasonable possibility that a material misstatement of the financial statements could occur and not
be prevented or detected on a timely basis.
Based on our assessment as of September 30, 2025,
the following control deficiencies collectively constitute material weaknesses:
**
*1) Ineffective Control Environment and Inadequate
Documentation*
**
Due to the Company's size and structure, the
control environment lacks necessary formality. This affects multiple components of the COSO framework, including insufficient control
activities, the absence of a formal risk assessment process, and inadequate monitoring controls.
Remediation Plan: Establish a process for documenting
all business processes to strengthen the control environment.
*2) Resource Constraints and Lack of Segregation
of Duties*
The company has only two employees, which
hinders effective segregation of duties and independent audits. Furthermore, we recognize the need to attract additional staff with
greater knowledge and experience in US GAAP and SEC reporting. The Board of Directors, which serves as the Audit Committee,
currently lacks a member independent of management.
*3) Deficiency in General Information Technology
Controls.*
The Company lacks formal, documented General Information
Technology Controls essential for data integrity and availability. This includes the absence of procedures for regular, automated, off-site
data backups and robust IT security controls to prevent unauthorized changes to financial data.
11
Remediation Plan: We are committed to implementing
a formal IT control structure in 2026, which includes:
-Adopting an automated, cloud-based data backup solution
with a defined retention schedule.
-Enhancing system security through more granular
access restrictions, mandatory user authentication, and detailed change tracking/logging.
The identified control deficiencies result in a reasonable
possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis.
Consequently, management has concluded that the Company
did not maintain effective internal control over financial reporting as of September 30, 2025, based on the COSO criteria.
Despite these material weaknesses, management confirms
that the Companys financial statements included in this filing are fairly presented, in all material respects, the financial position,
results of operations, and cash flows of the Company as of the dates and for the periods presented, in conformity with US GAAP.
**Changes in Internal Controls over Financial Reporting**
There has been no change in our internal control
over financial reporting occurred during the year ended September 30, 2025, that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
****
**ITEM 9B. Other Information**
None.
****
**ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections**
None.
12
| | |
| | |
**PART III**
**ITEM 10. Directors, Executive Officers and Corporate Governance**
|
Name |
Age |
Position | |
|
Victor Balan |
31 |
Director, President, Secretary, Treasurer and Chief Executive Officer | |
|
Marcelo Ramon Alarcon Martinez |
30 |
Director | |
****
**Victor Balan, Director,
President, Secretary, Treasurer and Chief Executive Officer**
Mr. Balan has served as the company's acting
director since July 3, 2023. He assumed the position of company president on November 22, 2024. Mr. Balan graduated from the Odessa National
Maritime University and in 2018, he moved to the automotive industry as a senior sales manager at NNauto. In 2019, he continued his education
by completing courses in digital marketing and web development. Since then, Mr. Balan has worked as a self-employed professional in front-end
and back-end development, creating websites for technology products and gadgets.
**Marcelo Ramon Alarcon Martinez, Director**
Mr.Alarcon Martinezhas served as
the company's acting director since November 21, 2024. Mr.Alarcon Martinezholds a Masters degree in Electromechanical
Engineering with a focus on Electronics from Universidad Catolica - Campus Alto Parana, Paraguay. During his studies, Mr.Alarcon
Martinezworked as a Junior Engineer at CIE S.A., assisting with integrating electrical systems into commercial and industrial projects.
From 2017 to 2021, Mr.Alarcon Martinezworked as an SEO Specialist at Tigo Paraguay, one of the leading telecommunications
and digital services providers in the country. From 2021 to 2024, Mr.Alarcon Martinezheld the position of Digital Marketing
Director at Clever Global, based in Madrid, Spain,a company providing technological and outsourcing services specializing in the
control process.
**ITEM 11. Executive Compensation**
**Summary Compensation Table**
|
|
|
|
|
|
|
|
|
| |
|
Nameand
Principal
Position |
Period |
Salary
($) |
Bonus
($) |
Stock
Awards
($) |
Option
Awards
($) |
Non-Equity
IncentivePlan
Compensation ($) |
AllOther
Compensation
($) |
Total
($) | |
|
Victor Balan (Director, President, Secretary, Treasurer and Chief Executive Officer) |
Since inception July 3, 2023 till September 30, 2025 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- | |
|
Marcelo Ramon Alarcon Martinez (Director) |
Since November 21, 2024 till September 30, 2025 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- | |
13
There are no current employment agreements between
the company and its Officers.
Mr. Balan currently devotes restricted amount of time
to our operations. They have agreed to work with no remuneration until such time as the company receives sufficient revenues necessary
to provide management salaries.At this time, we cannot accurately estimate when sufficient revenues will occur to implement this
compensation, or what the amount of the compensation will be.
****
**ITEM 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters**
The following table sets forth, as of September
30, 2025, certain information with respect to the beneficial ownership of shares of our Common Stock by: (i) each person known to us to
be the beneficial owner of more than five percent (5%) of our outstanding shares of Common Stock, (ii) each director or nominee for director
of our company, (iii) each of the executives, and (iv) our directors and executive officers as a group. Unless otherwise indicated, the
address of each shareholder is c/o our company at our principal office address:
|
Beneficial Owner |
Address |
Number of Shares |
Owned Percent of Class | |
|
Victor Balan |
Pechhuttenstrasse 6, Schifferstadt 67105, Germany |
2,000,000 |
39.65% | |
|
Yuliia Zaporozhan
|
Keselstrasse 65, Kempten 87435, Germany |
2,000,000 |
39.65% | |
(*) Beneficial ownership is determined in accordance
with the rules of the SEC which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power
and/or investment power with respect to those securities.
Unless otherwise indicated, voting and investment
power are exercised solely by the person named above or shared with members of such persons household. This includes any shares
such person has the right to acquire within 60 days.
(**) Percent of class is calculated on the basis of the number of
fully diluted shares outstanding on September 30, 2025 - 5,044,334.
**ITEM 13. Certain Relationships and Related Transactions, and
Director Independence**
**Certain Relationships and Related Transactions**
****
It is our practice and policy to comply with
all applicable laws, rules and regulations regarding related person transactions, including the Sarbanes-Oxley Act of 2002. A related
person is an
executive officer, director or more than 5%
stockholder ofStageWise Strategies Corp., including any immediate family members, and any entity owned or controlled by such persons.
Our Board of Directors (excluding any interested director) is charged with reviewing and approving all related-person transactions, and
a special committee of our Board of Directors is established to negotiate the terms of such transactions. In considering related-person
transactions, our Board of Directorsconsidersall relevant available facts and circumstances.
14
**Related Party Transactions**
On November 25, 2024, the Company entered into
a Loan Agreement with Victor Balan, who serves as the Companys President, Director, Treasurer and Secretary, and CEO. Under this
agreement, Mr. Balan agreed to provide the Company with a non-interest-bearing, fully secured loan in the amount of $200,000. This loan
replaced the debt previously assigned to him by the former officer and director of the Company. The loan agreement was amended, resulting
in an increase in the principal amount on April 01, 2025 increased the facility amount to its current value of $350,000. Loan is for working
capital purposes and is interest-free, and has no fixed payment terms other than the maturity date of March 31, 2030. As of September
30, 2025, the outstanding balance owed by the Company to Viktor Balan under the amended loan agreement was $218,700.
**ITEM 14. Principal Accountant Fees and Services**
Fees
billed to our company for the years ended September 30, 2025 and 2024 for professional services rendered amounted to $23,000 and $17,000.
The following
table sets forth the fees billed to our company for the years ended September 30, 2025 and 2024 for
professional services rendered.
|
|
|
2025 |
|
2024 | |
|
Audit Fees |
$ |
23,000 |
$ |
17,000 | |
|
Audit Related Fees |
|
- |
|
- | |
|
Tax Fees |
|
- |
|
- | |
|
All Other Fees |
|
- |
|
- | |
|
Total |
$ |
23,000 |
$ |
17,000 | |
****
15
| | |
| | |
**PART IV**
**ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**
(a)The following documents
are filed as part of this Form 10-K:
(1) Financial Statements:
|
Report of Independent Registered Public Accounting Firm |
|
18 | |
|
Balance Sheets as of September 30, 2025 and 2024 |
|
19 | |
|
Statements of Operations for the year ended September 30, 2025 and 2024 |
|
20 | |
|
Statements of Changes in Stockholders Deficit ended September 30, 2025 and 2024 |
|
21 | |
|
Statements of Cash Flows for the year ended September 30, 2025 and 2024 |
|
22 | |
|
Notes to Financial Statements |
|
23 - 28 | |
(2) Financial Statement
Schedules:
None.
(3) Exhibits
|
# |
19 |
Insider Trading Policy |
| |
|
# |
31.1 |
Certification of the Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. | |
|
# |
31.2 |
Certification of the Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. | |
**Item 16. Form 10-K Summary**
None.
**SIGNATURES**
****
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on December 16, 2025.
|
|
STAGEWISE STRATEGIES CORP. | |
|
|
| |
|
|
By:/s/ Victor Balan | |
|
|
Victor Balan, Director, Treasurer | |
|
|
| |
|
|
| |
|
|
By:/s/ Alarcon Martinez Marcelo Ramon | |
|
|
Alarcon Martinez Marcelo Ramon, Independent Director | |
16
**INDEX TO FINANCIAL STATEMENTS**
|
Report of Independent Registered Public Accounting Firm |
|
18 | |
|
Balance Sheets as of September 30, 2025 and 2024 |
|
19 | |
|
Statements of Operations for the year ended September 30, 2025 and 2024 |
|
20 | |
|
Statements of Changes in Stockholders Deficit ended September 30, 2025 and 2024 |
|
21 | |
|
Statements of Cash Flows for the year ended September 30, 2025 and 2024 |
|
22 | |
|
Notes to Financial Statements |
|
23 - 28 | |
****
****
****
****
****
****
****
17****
| | |
| | |
*
**Report
of Independent Registered Public Accounting Firm**
**To the Shareholders and the Board of Directors**
**Stagewise Strategies Corp.**
**Opinion on the Financial Statements**
****
We have audited the accompanying balance
sheet of **Stagewise Strategies Corp.**(the "Company") as of September 30, 2025 and September 30, 2024, the related statements
of operations, statements of cash flows and statement changes in stockholders' deficit, from inception to the period ended September 30,
2025 and 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the
results of its operations and its cash flows from inception to the period ended September 30, 2025, in conformity with accounting principles
generally accepted in the United States of America.
**Going Concern Uncertainty**
****
The Company's financial statements are
prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets
and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $112,364 and a negative cash
flow from operations amounting to $74,758 from inception to the period ended September 30, 2025. These factors as discussed in Note 3
of the financial statements raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
**Basis for Opinion**
These financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no
such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
**Critical Audit Matters**
****
Critical audit matters
arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee
and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective,
or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements,
taken as a whole, and we are not, by communicating the critical audit maters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.
**Related party loans**
****
We noted a significant related party loans as a critical
matter.
We performed the following procedures to
address the matter such as, confirmation of those related party loans, risk assessment of the nature of the related party transactions,
review of the recent minutes of meetings of stockholders, directors, and committees, review of the presence of any significant journal
entries and other adjustments and Inquiry with management of any undisclosed related party contract.
DYLAN FLOYD ACCOUNTING & CONSULTING
PCAOB # 6235
We have served
as the Company's auditor since 2023. Newhall, California
December 15, 2025
18
| | |
| | |
**STAGEWISE STRATEGIES CORP.**
**BALANCE SHEETS**
****
|
|
|
As of September 30, 2025 |
|
As of September 30, 2024 | |
|
|
ASSETS |
|
|
|
| |
|
|
Current Assets |
|
|
|
| |
|
|
Cash and cash equivalents |
|
4,573 |
|
11,343 | |
|
|
Total Current Assets |
$ |
4,573 |
$ |
11,343 | |
|
|
Other Assets |
|
|
|
| |
|
|
|
Intangible Assets, net |
|
152,216 |
|
104,401 | |
|
|
|
Prepaid expenses |
|
8,078 |
|
- | |
|
|
Total Other Assets |
$ |
160,294 |
$ |
104,401 | |
|
TOTAL ASSETS |
$ |
164,867 |
$ |
115,744 | |
|
LIABILITIES & STOCKHOLDERS EQUITY (DEFICIT) |
|
|
|
| |
|
|
Liabilities |
|
|
|
| |
|
|
Current Liabilities |
|
|
|
| |
|
|
|
Accounts Payable |
|
8,599 |
|
13,500 | |
|
|
|
Deferred revenue |
|
14,602 |
|
10,000 | |
|
|
|
Loan from Related Parties |
|
218,700 |
|
121,830 | |
|
|
Total Current Liabilities |
$ |
241,901 |
$ |
145,330 | |
|
|
Total Liabilities |
$ |
241,901 |
$ |
145,330 | |
|
|
Stockholders Equity (Deficit) |
|
|
|
| |
|
|
|
Common Stock, $0.001par
value,75,000,000shares authorized,
5,044,334 shares issued and outstanding as of September 30, 2025 and 4,134,000
as of September 30, 2024 |
|
5,044 |
|
4,134 | |
|
|
|
Additional Paid-in Capital |
|
30,286 |
|
3,886 | |
|
|
|
Accumulated Deficit |
|
(112,364) |
|
(37,606) | |
|
|
Total Stockholders Equity (Deficit) |
$ |
(77,034) |
$ |
(29,586) | |
|
|
TOTAL LIABILITIES & STOCKHOLDER`S EQUITY (DEFICIT) |
$ |
164,867 |
$ |
115,744 | |
See accompanying notes, which are an integral part of these financial statements.
19
****
**STAGEWISE STRATEGIES CORP.**
**STATEMENTS OF OPERATIONS**
|
|
|
Year ended September 30, 2025 |
|
Year ended September 30, 2024 | |
|
Revenue |
$ |
95,409 |
$ |
9,007 | |
|
Gross Profit |
$ |
95,409 |
$ |
9,007 | |
|
|
|
|
|
| |
|
Operating Expenses |
|
|
|
| |
|
Office rent |
|
639 |
|
511 | |
|
Postage and Delivery |
|
- |
|
13 | |
|
Bank Service Charges |
|
416 |
|
6 | |
|
Business Licenses and Permits |
|
200 |
|
915 | |
|
Dues & Subscriptions |
|
30 |
|
- | |
|
Website CRO expenses |
|
9,000 |
|
- | |
|
Website Technical Support |
|
12,000 |
|
- | |
|
Depreciation Expense |
|
34,635 |
|
13,299 | |
|
Professional Fees |
|
44,749 |
|
24,886 | |
|
SEO Services |
|
14,784 |
|
- | |
|
Marketing Services |
|
30,424 |
|
- | |
|
Server Lease |
|
8,493 |
|
- | |
|
Website and API Expenses |
|
14,800 |
|
- | |
|
Total operating expenses |
$ |
170,170 |
$ |
39,630 | |
|
Loss from Operations |
$ |
(74,761) |
$ |
(30,623) | |
|
Other Income |
|
|
|
| |
|
Interest Income |
|
3 |
|
7 | |
|
Total Other Income |
$ |
3 |
$ |
7 | |
|
Net Loss |
$ |
(74,758) |
$ |
(30,616) | |
|
Net Loss per Common Share Basic & Diluted |
$ |
(0,02) |
$ |
(0,01) | |
|
Weighted Average Number of Common Shares Outstanding-Basic & Diluted |
|
4,818,083 |
|
4,004,205 | |
****
See accompanying notes, which are an integral part of these financial statements.
****
****
20
**STAGEWISE STRATEGIES CORP.**
**STATEMENTS
OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)**
|
|
|
|
|
|
|
|
|
|
| |
|
|
Number of Common Stock |
|
|
| |
|
|
Shares |
|
Amount
$0.001
par value |
|
Additional Paid-in- Capital |
|
Accumulated deficit |
|
Total | |
|
Balance as of September 30, 2023 |
4,000,000 |
$ |
4,000 |
$ |
- |
$ |
(6,990) |
$ |
(2,990) | |
|
Shares issued for cash |
134,000 |
|
134 |
|
3,886 |
|
- |
|
4,020 | |
|
Net loss |
- |
|
- |
|
- |
|
(30,616) |
|
(30,615) | |
|
Balance as of September 30, 2024 |
4,134,000 |
$ |
4,134 |
$ |
3,886 |
$ |
(37,606) |
$ |
(29,586) | |
|
Shares issued for cash |
910,334 |
|
910 |
|
26,400 |
|
- |
|
27,310 | |
|
Net loss |
- |
|
- |
|
- |
|
(74,758) |
|
(74,758) | |
|
Balance as of September 30, 2025 |
5,044,334 |
$ |
5,044 |
$ |
30,286 |
$ |
(112,364) |
$ |
(77,034) | |
See accompanying notes, which are an integral part of these financial statements.
****
****
21
| | |
| | |
**STAGEWISE STRATEGIES CORP.**
**STATEMENTS
OF CASH FLOWS**
|
|
|
Year ended September 30, 2025 |
|
Year ended September 30, 2024 | |
|
OPERATING ACTIVITIES |
|
|
|
| |
|
Net Loss |
$ |
(74,758) |
$ |
(30,616) | |
|
Adjustments to reconcile Net Loss to net cash provided by operations: |
|
|
|
| |
|
Prepaid expenses |
|
(8,078) |
|
- | |
|
Accounts Payable |
|
(4,901) |
|
(4,900) | |
|
Deferred revenue |
|
4,602 |
|
10,000 | |
|
Accumulated Depreciation |
|
34,635 |
|
13,299 | |
|
Net Cash used in Operating Activities |
|
(48,500) |
|
(12,217) | |
|
INVESTING ACTIVITIES |
|
|
|
| |
|
Intangible assets |
|
(82,450) |
|
(88,900) | |
|
Net Cash used in Investing Activities |
|
(82,450) |
|
(88,900) | |
|
|
|
|
|
| |
|
FINANCING ACTIVITIES |
|
|
|
| |
|
Proceeds from the Sale of Common Stock |
|
910 |
|
134 | |
|
Additional Paid-in Capital |
|
26,400 |
|
3,886 | |
|
Proceeds from Loan from Related Parties |
|
96,870 |
|
107,830 | |
|
Net Cash provided by Financing Activities |
$ |
124,180 |
$ |
111,850 | |
|
|
|
|
|
| |
|
Cash at beginning of period |
|
11,343 |
|
610 | |
|
Cash at end of period |
$ |
4,573 |
$ |
11,343 | |
|
Net Change in cash for period |
|
6,770 |
|
(10,733) | |
|
|
|
|
|
| |
|
Supplemental Schedule of Cash Flow |
|
|
|
| |
|
Information: Interest paid |
$ |
- |
$ |
- | |
|
Income tax paid |
$ |
- |
$ |
- | |
See accompanying notes, which are an integral part of these financial statements.
22
| | |
| | |
**STAGEWISE STRATEGIES CORP.**
**NOTES TO FINANCIAL STATEMENTS**
**As of September 30, 2025**
****
**NOTE 1 - ORGANIZATION AND DESCRIPTION OF
BUSINESS**
****
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.
Our subscription-based API tool is tailored
to provide a significantly expanded quota of queries. This enhancement elevates the quality of business development strategies, delivering
advantages for entrepreneurs managing multiple concurrent projects. Users have the capability to export the acquired keywords, facilitating
their utilization in content creation, search engine optimization, contextual advertising, or any other relevant applications.
Our website (https://stagewise.net/) emphasizes
an extensive database. This database contains answers to a wide range of questions related to business promotion, as well as various scenarios
for the realization of business projects. Using free version of our website clients gain one-attempt search trial per day that can assist
them with 15 most useful keywords and provide a descriptive guidance on a daily basis.
Our platform allows entrepreneurs to maintain
a comprehensive focus on all their projects, regardless of their stage, whether they are startups or well-established businesses. With
the assistance of our platform's tips and guidance, entrepreneurs can systematically promote each project, ensuring a high-quality approach
every step of the way.
Our company offers a powerful and
user-friendly service that assists entrepreneurs in promoting their businesses. By leveraging CEO technology, our website provides
invaluable keywords, comprehensive concise descriptions from a vast self-developed database of business promotion expertise. Through
a paid subscription, entrepreneurs gain advanced search-based support with a specific number of monthly requests. Using our website,
entrepreneurs effectively manage multiple projects, receive expert guidance, and connect with professional executors for each new
idea.
23
On May 1, 2025, we introduced the "AI
Social Media Content Generator" API on our website. This API enables the effortless creation of platform-specific social media posts
for Instagram, Facebook, Twitter, LinkedIn, TikTok, and other platforms. Optimized for maximum engagement, the API provides SEO-friendly
content tailored to meet each platforms unique formatting and algorithmic preferences. Designed to deliver real-time updates,
it generates posts that reflect the latest social media trends, supporting brands in increasing their visibility and fostering viral
engagement. This AI-powered solution represents a significant expansion of the Companys service offerings in the area of digital
marketing and content automation.
**NOTE 2 - GOING CONCERN**
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.
As reflected in the financial statements, the
Company had generated $95,409 of revenue and incurred a net loss $74,758 for the year ended September 30, 2025. Additionally, the Company
is reporting an accumulated deficit of $112,364 as of September 30, 2025. These factors indicate that the Company continues as a going
concern.
The Company's capacity to operate as a going
concern is reliant on its ability to generate profitable operations in the future and/or secure the required funding to meet its obligations
and settle liabilities resulting from standard business operations when they become due. Management plans to increase sales but is prepared
to finance operating expenses, if necessary, from cash on hand, as well as loans from directors and/or private placements of common stock.
**NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES**
The Management of the Company is responsible
for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application.
Critical accounting policies and practices are those that are both most important to the portrayal of the Companys financial condition
and results and require managements most difficult, subjective, or complex judgments, often as a result of the need to make estimates
about the effects of matters that are inherently uncertain. The Companys significant and critical accounting policies and practices
are disclosed below as required by generally accepted accounting principles.
Basis of Presentation*
****
The financial statements of the Company have been
prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
The Company has adopted a September 30 fiscal year-end.
**
*Fair Value of Financial Instruments*
The Companys financial instruments
consist of Current Assets in the form of intangible assets and Current Liabilities in the form of Related Party Loan. The carrying amounts
of these financial instruments approximates fair value because of the short period of time between the origination of such instruments
and their expected realization.
24
*Use of Estimates*
The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
**
*Cash Equivalents*
The Company considers all highly liquid investments
with maturities of three months or less at the time of purchase to be cash equivalents. As September 30, 2025 the Company had cash equivalents
in total $4,573.
*Related Parties*
The Company follows subtopic 850-10 of the
FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20the related
parties include (a)affiliates of the Company; (b)entities for which investments in their equity securities would be required,
absent the election of the fair value option under the Fair Value Option Subsection of Section 8251015, to be accounted
for by the equity method by the investing entity; (c)trusts for the benefit of employees, such as pension and profit-sharing trusts
that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e)management of the Company; (f)other
parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the
other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g)other
parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest
in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might
be prevented from fully pursuing its own separate interests.
**
*Revenue*
In accordance with ASC 606, revenue is measured
based on a consideration specified with a customer and recognized when we satisfy the performance obligation specified with a customer.
The Company is providing API subscriptions on identifying and analyzing keywords for search engine optimization purposes.
For the year ended September 30, 2025 and 2024,
we generated total revenue of $95,409 and $9,007, respectively.
As of September 30, 2025 and 2024 the Company
reported deferred revenue of $14,602 and $10,000, respectively.
Accounts receivable was $0 as of September 30, 2025
and 2024.
25
*Net Income (Loss) per Common Share*
Net income (loss) per common share is computed
pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed
by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net
income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and
potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common
shares issuable through contingent share arrangements, stock options and warrants.
**
*Income Taxes*
The Company follows the asset and liability method
of accounting for income taxes under FASB ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for
the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
**
*Recent Accounting Pronouncements*
The Companys management has evaluated
all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the FASB or other standards-setting
bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will
have a material effect on the Companys financial position and results of operations.
**NOTE 4 - COMMON STOCK**
Upon formation, the total number of shares of all classes of stock
which the Company is authorized to issue is seventy-five million (75,000,000) shares of Common Stock, par value $0.001 per share.
During the year ended September 30, 2025, the Company issued 910,334
shares of common stock for cash proceeds at $0.03 per share for a total of $27,310.
During the year ended September 30, 2024, the Company issued 134,000 shares of common stock for cash proceeds at $0.03 per share for
a total of $4,020.
There were 5,044,334 and 4,134,000 shares of common stock issued
and outstanding as of September 30, 2025 and 2024, respectively.
26
**NOTE 5 - RELATED PARTY TRANSACTIONS**
To support the Companys financial needs, it
may receive advances from related parties until it can sustain its operations or secure sufficient funding through the sale of its equity
or traditional debt financing.
On November 25, 2024, the Company entered into
a Loan Agreement with Victor Balan, who serves as the Companys President, Director, Treasurer and Secretary, and CEO. Under this
agreement, Mr. Balan agreed to provide the Company with a non-interest-bearing, fully secured loan in the amount of $200,000. This loan
replaced the debt previously assigned to him by the former officer and director of the Company. The loan agreement was amended, resulting
in an increase in the principal amount on April 01, 2025 increased the facility amount to its current value of $350,000. Loan is for working
capital purposes and is interest-free, and has no fixed payment terms other than the maturity date of March 31, 2030. As of September
30, 2025, the outstanding balance owed by the Company to Viktor Balan under the amended loan agreement was $218,700.
****
**NOTE 6 - COMMITMENTS AND
CONTINGENCIES**
**Litigation**
****
The Company was not subject to any legal proceedings
from the period March 29, 2023 (Inception) to September 30, 2025, and no legal proceedings are currently pending or threatened to the
best of our knowledge.
****
**NOTE 7 - INTANGIBLE ASSET**
****
The Company accounts for its
intangible assets in accordance with ASC 350-40, Internal-Use Computer Software - Computer Software Developed or Obtained for Internal
Use, and ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC 350-40 requires assets to
be carried at the cost of developing the asset and requires that an intangible asset be amortized over its useful life and that the useful
life be assessed at each reporting period to determine whether events or circumstances require a revision of the remaining useful life.
If the useful life estimates changes, the remaining carrying amount of the intangible asset is amortized prospectively over the revised
remaining useful life.
The Company owns the following
intangible assets: a website and API software. The Company capitalized $70,400 in website development costs, amortized over five years.
Website development occurred between August 2023 and February 2024.
Between September 2024 and April
2025, the Company developed the Social Media Content Generator AI API and capitalized $129,750 in development costs. The capitalized costs
are amortized on a straight-line basis over five years.
Total intangible assets as of
June 30, 2025 were $200,150.
Amortization expense for the year ended September
30, 2025 was $34,635. Accumulated amortization as of September 30, 2025 was $47,934.
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27
Intangible assets amounts are as follows:
|
|
|
Website Development |
|
API Development |
|
Total | |
|
Estimated Useful Life (Years) |
|
5 |
|
5 |
|
| |
|
|
|
|
|
|
|
| |
|
Total Cost of the Asset |
$ |
70,400 |
$ |
129,750 |
$ |
200,150 | |
|
Accumulated Amortization at September 30, 2025 |
|
(26,739) |
|
(21,195) |
|
(47,934) | |
|
Net Book Value at September 30, 2025 |
$ |
43,661 |
$ |
108,555 |
$ |
152,216 | |
|
|
|
|
|
|
|
| |
|
Amortization Expense for year ended September 30, 2025 |
$ |
13,440 |
$ |
21,195 |
$ |
34,635 | |
|
|
|
|
|
|
|
|
| |
**NOTE 8 - FOREIGN CURRENCY**
As a result of the Companys management
operating in Europe, some of the Companys transactions occurred in Euros. However, due to the little variance in the foreign currency
translation rate in the period under audit, there were no gains or losses recorded to either other comprehensive income or net income.
**NOTE 9 - SUBSEQUENT EVENTS**
In accordance with SFAS 165 (ASC 855-10), the Company
has analyzed its operations subsequent to September 30, 2025, and has determined that it does not have any material subsequent events
to disclose in these financial statements.
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