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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| ☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2026
Or
| ☐ |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to
__________
Commission File Number 000-56712
| LEGEND
SPICES, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
|
38-4247159 |
| (State or other jurisdiction of incorporation or organization) |
|
(IRS Employer Identification No.) |
| |
|
|
| 14 Kajaznuni Street, Apt. 70, Yerevan Armenia |
|
0070 |
| (Address of principal executive offices) |
|
(Zip Code) |
+374 (99) 432000
(Registrant’s telephone number, including area
code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Securities registered pursuant to Section 12(g) of
the Act: Common Stock
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(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 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has
submitted electronically 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 ☐
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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 |
☒ |
Smaller reporting company |
☒ |
| |
|
Emerging growth company |
☒ |
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 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒
No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each
of the issuer’s classes of common stock, as of the latest practicable date. 6,850,000 common shares issued and outstanding as of
August 28, 2026.
LEGEND SPICES, INC.
FORM 10-Q
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION |
|
| |
|
| Item 1. |
Financial Statements |
3 |
| |
|
|
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
12 |
| |
|
|
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
17 |
| |
|
|
| Item 4. |
Controls and Procedures |
17 |
| |
|
|
| PART II - OTHER INFORMATION |
|
| |
|
| Item 1. |
Legal Proceedings |
18 |
| |
|
|
| Item 1A. |
Risk Factors |
18 |
| |
|
|
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
18 |
| |
|
|
| Item 3. |
Defaults Upon Senior Securities |
18 |
| |
|
|
| Item 4. |
Mine Safety Disclosures |
18 |
| |
|
|
| Item 5. |
Other Information |
18 |
| |
|
|
| Item 6. |
Exhibits |
18 |
| |
|
|
| SIGNATURES |
19 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited condensed financial statements for the
three-months and six-months period ended June 30, 2026 form part of this quarterly report. They are stated in United States Dollars (US$)
and are prepared in accordance with United States Generally Accepted Accounting Principles.
Legend Spices, Inc.
Unaudited Condensed Balance Sheets
| | |
| | |
| |
| | |
June 30, | | |
December 31, | |
| | |
2026 | | |
2025 | |
| ASSETS | |
| | | |
| | |
| Total assets | |
$ | – | | |
$ | – | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| LIABILITIES | |
| | | |
| | |
| Accrued Expenses | |
$ | 3,000 | | |
$ | 1,800 | |
| Due to related parties | |
| 19,475 | | |
| 15,725 | |
| Total current liabilities | |
| 22,475 | | |
| 17,525 | |
| Total liabilities | |
| 22,475 | | |
| 17,525 | |
| | |
| | | |
| | |
| STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| Preferred stock, $0.0001 par value; 50,000,000 shares authorized; zero shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | |
| – | | |
| – | |
| Common stock, $0.0001 par value; 500,000,000 shares authorized; 6,850,000 and 6,850,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively. | |
| 2,350 | | |
| 2,350 | |
| Additional paid in capital | |
| 109,271 | | |
| 109,271 | |
| Other comprehensive loss | |
| (1,134 | ) | |
| (1,134 | ) |
| Accumulated deficit | |
| (132,962 | ) | |
| (128,012 | ) |
| Total stockholders’
deficit | |
| (22,475 | ) | |
| (17,525 | ) |
| | |
| | | |
| | |
| Total liabilities and
stockholders’ deficit | |
$ | – | | |
$ | – | |
The accompanying notes are an integral part of these
unaudited condensed financial statements.
Legend Spices, Inc.
Unaudited Condensed Statements of Operations
Quarter ended
| | |
| | |
| | |
| | |
| |
| | |
June 30,
2026
(3 months) | | |
June 30,
2025
(3 months) | | |
June 30,
2026
(6 months) | | |
June 30,
2025
(6 months) | |
| | |
| | |
| | |
| | |
| |
| Sales | |
$ | – | | |
$ | – | | |
$ | – | | |
$ | 644 | |
| Cost of Goods sold | |
| – | | |
| – | | |
| – | | |
| 359 | |
| | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
| – | | |
| – | | |
| – | | |
| 285 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| Wages and benefits | |
| – | | |
| – | | |
| – | | |
| 254 | |
| Professional Fees | |
| 4,350 | | |
| 5,300 | | |
| 4,950 | | |
| 5,567 | |
| General and administration | |
| – | | |
| – | | |
| – | | |
| 26 | |
| Total operating expenses | |
| 4,350 | | |
| 5,300 | | |
| 4,950 | | |
| 5,847 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Loss from operations | |
| (4,350 | ) | |
| (5,300 | ) | |
| (4,950 | ) | |
| (5,562 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other expenses | |
| | | |
| | | |
| | | |
| | |
| Loss on Impairment of Inventory | |
| – | | |
| – | | |
| – | | |
| 572 | |
| Bad Debt Expense | |
| – | | |
| – | | |
| – | | |
| 2,727 | |
| Total Other Expenses | |
| – | | |
| – | | |
| – | | |
| 3,299 | |
| | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Income taxes | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | | |
| | | |
| | | |
| | |
| Net Loss | |
$ | (4,350 | ) | |
$ | (5,300 | ) | |
$ | (4,950 | ) | |
$ | (8,861 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Foreign currency loss | |
| – | | |
| (42 | ) | |
| – | | |
| (390 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net comprehensive loss | |
$ | (4,350 | ) | |
$ | (5,342 | ) | |
$ | (4,950 | ) | |
$ | (9,251 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per common share* | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of common shares | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
| 6,850,000 | | |
| 6,850,000 | | |
| 6,850,000 | | |
| 6,850,000 | |
The accompanying notes are an integral part of these
unaudited condensed financial statements.
Legend Spices, Inc.
Unaudited Condensed Statement of Stockholders’
Deficit
| | |
| | |
| | |
| | |
| | |
| | |
| |
| | |
Common Stock
$0.0001 Par Value | | |
| | |
| | |
| | |
| |
| | |
Shares | | |
Amount | | |
Additional Paid-in
Capital | | |
Other comprehensive loss | | |
Accumulated
Deficit | | |
Total
Stockholders’ Deficit | |
| Stockholders’ Deficit December 31, 2025 | |
| 6,850,000 | | |
$ | 2,350 | | |
$ | 109,271 | | |
$ | (1,134 | ) | |
$ | (128,012 | ) | |
$ | (17,525 | ) |
| Prior-period error correction-reclassification of common stock to additional paid-in capital | |
| – | | |
| (1,665 | ) | |
| 1,665 | | |
| – | | |
| – | | |
| – | |
| Net loss for the period | |
| – | | |
| – | | |
| – | | |
| – | | |
| (4,950 | ) | |
| (4,950 | ) |
| Stockholders’ Deficit June 30, 2026 | |
| 6,850,000 | | |
$ | 685 | | |
$ | 110,936 | | |
$ | (1,134 | ) | |
$ | (132,962 | ) | |
$ | (22,475 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Stockholders’ Deficit December 31, 2024 | |
| 6,850,000 | | |
$ | 2,350 | | |
$ | 39,554 | | |
$ | (726 | ) | |
$ | (109,225 | ) | |
$ | (68,047 | ) |
Related party debt forgiveness (capital contribution)
| |
| – | | |
| – | | |
| 69,717 | | |
| – | | |
| – | | |
| 69,717 | |
| Net loss for the period | |
| – | | |
| – | | |
| – | | |
| – | | |
| (8,861 | ) | |
| (8,861 | ) |
| Foreign currency loss | |
| – | | |
| – | | |
| – | | |
| (390 | ) | |
| – | | |
| (390 | ) |
| Stockholders’ Deficit June 30, 2025 | |
| 6,850,000 | | |
$ | 2,350 | | |
$ | 109,271 | | |
$ | (1,116 | ) | |
$ | (118,086 | ) | |
$ | (7,581 | ) |
The accompanying notes are an integral part of these
unaudited condensed financial statements.
Legend Spices, Inc.
Unaudited Condensed Statements of Cash Flows
| | |
| | |
| |
| | |
6 months | | |
6 months | |
| | |
June 30, | | |
June 30, | |
| | |
2026 | | |
2025 | |
| OPERATING ACTIVITIES | |
| | | |
| | |
| Net loss | |
$ | (4,950 | ) | |
$ | (8,861 | ) |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Inventories | |
| – | | |
| 695 | |
| Receivables | |
| – | | |
| 2,454 | |
| Accounts Payable | |
| – | | |
| 61 | |
| Due to Related Parties | |
| 3,750 | | |
| 5,300 | |
| Accruals | |
| 1,200 | | |
| (48 | ) |
| Net cash used by operating activities | |
| – | | |
| (399 | ) |
| | |
| | | |
| | |
| NET CHANGE IN CASH | |
| – | | |
| (399 | ) |
| | |
| | | |
| | |
| Foreign Currency change | |
| – | | |
| (390 | ) |
| | |
| | | |
| | |
| CASH, Beginning | |
| – | | |
| 789 | |
| | |
| | | |
| | |
| CASH, Ending | |
$ | – | | |
$ | – | |
| | |
| | | |
| | |
| SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION: | |
| | | |
| | |
| Interest paid | |
$ | – | | |
$ | – | |
| Income taxes paid | |
$ | – | | |
$ | – | |
| | |
| | | |
| | |
| Non-cash investing and financing activities: | |
| | | |
| | |
| During the quarter ended June 30, 2025, a related party forgave debt owed by the Company totaling $69,717, which was recorded as a capital contribution to additional paid-in capital | |
$ | – | | |
$ | 69,717 | |
The accompanying notes are an integral part of these
unaudited condensed financial statements.
Legend Spices, Inc.
Notes to Unaudited Condensed Financial Statements
for
six months period ended June 30, 2026
| 1. |
Nature of the Business |
Legend Spices, Inc. (“the Company”) is
incorporated under the Nevada Business Corporation Act.
Prior to the change of ownership, the Company’s
principal business activity was the production and sales of seasonings and spices, with operations conducted in Armenia.
Subsequent to the change of ownership the prior owner
sold his shares of the Company on March 29, 2025, and is no longer
a related party. The Company have ceased our operations in Armenia and are in the process of realigning our business focus without any
new business determined yet.
| 2. |
Significant accounting policies |
| |
(a) |
Basis of Presentation: |
The accompanying unaudited condensed consolidated
financial statements of Legend Spices, Inc. (the “Company”)
have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”) for interim financial information and in accordance with
the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required
by U.S. GAAP for complete annual financial statements.
In the opinion of management, all adjustments (consisting
only of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations, and
cash flows for the interim periods presented have been included. Operating results for the three months ended March 31, 2026 are not necessarily
indicative of the results that may be expected for the year ending December 31, 2026.
These unaudited condensed consolidated financial statements
should be read in conjunction with the Company’s audited consolidated
financial statements and the notes thereto for the year ended December 31, 2025.
The Company is a shell company as defined under Rule
12b-2 of the Securities Exchange Act of 1934, as amended. Following a change in control on March 29, 2025, the Company discontinued its
previous operations related to the production and sale of seasonings and spices in Armenia and is currently evaluating potential new business
opportunities. The Company has not generated any revenue from operations since the discontinuation of its former business.
| |
(b) |
Principles of Consolidation: |
The unaudited condensed consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in
consolidation. As of March 31, 2026, the subsidiary had no active operations, assets, or liabilities.
We recognize revenue in accordance with generally
accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards
Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five basic criteria be met before revenue
can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine
the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation.
Revenue recognition occurs at the time product is
shipped to customers, when control transfers to customers, provided there are no material remaining performance obligations required of
the Company or any matters of customer acceptance. The Company only records revenue when collectability is probable.
Inventories (consisting entirely of raw materials)
are measured at the lower of cost and net realizable value, with cost assigned by using the weighted average cost formula. Cost comprises
the purchase price plus freight-in. Materials reported on the statement of operations represent inventories recognized as an expense in
the period in which the related revenue is recognized. Net realizable value is the estimated selling price in the ordinary course of business
less the estimated costs of completion and the estimated costs necessary to make the sale.
The preparation of financial statements in conformity
with US GAAP 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 year. Significant items subject to such estimates and assumptions include valuation of accounts receivable, inventory, goodwill and
pension obligation and the estimated useful life of buildings and equipment. Actual results could differ from those estimates.
| |
(f) |
Foreign currency translation: |
The functional currency the Armenian subsidiary is
Armenian dram. Monetary assets and liabilities denominated in foreign currencies are translated at the prevailing rates of exchange at
the balance sheet date. Revenues and expenses are translated at the exchange rates prevailing on the transaction dates and the translation
is recorded in accumulated other comprehensive loss. Realized and unrealized exchange gains and losses are included in earnings. The Company
does not use derivative instruments to mitigate foreign exchange risk.
As shown in the accompanying unaudited condensed consolidated
financial statements, we have an accumulated deficit of $132,962 since inception, and a working capital deficit of $17,525 as at December
31, 2025 and a working capital deficit of $22,475 as at June 30, 2026. These conditions among others raise substantial doubt as to our
ability to continue as a going concern. In response to these conditions, we intend to raise capital through our offering. The unaudited
condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going
concern.
| 4. |
Due to Related Parties |
As of June 30, 2026, “Due to Related Parties”balance
includes $19,475 owed to Qihui Wang for amounts she paid on behalf of the Company. The balance is non-interest bearing and have no specified
terms of repayment.
| Schedule of earnings per share | |
June 30, 2026
(6 months) | | |
June 30, 2025
(6 months) | | |
June 30, 2026
(3 months) | | |
June 30, 2025 (3 months) | |
| Weighted average number of common shares | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
| 6,850,000 | | |
| 6,850,000 | | |
| 6,850,000 | | |
| 6,850,000 | |
| 6. |
Financial assets and liabilities: |
The fair values of the Company’s cash, accounts
receivable, accounts payable and accrued liabilities and management bonuses payable approximate their carrying amounts.
The fair value of the other investments is market
value which represents the closing bid price noted on the stock exchange. The fair value of the long-term debt approximates its carrying
value as the interest rate does not differ significantly from the current market rates available to the Company for similar debt.
The significant financial risks to which the Company
is exposed are credit risk, interest rate risk, market risk, currency risk and liquidity risk.
| |
(b) |
Credit risk exposure: |
Credit risk is the risk that one party to a financial
instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to credit risk
in the event of non-performance by counterparties in connection with its accounts receivable. The Company does not obtain collateral or
other security to support the accounts receivable subject to credit risk but mitigates this risk by dealing only with what management
believes to be financially sound counterparties and, accordingly, does not anticipate significant loss for non-performance.
Interest rate risk is the risk that the fair value
or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The bank demand loan bears
interest at the bank at 6.0%. Changes in the bank’s prime lending rate can cause fluctuations in interest payments and cash flows.
The Company does not use derivative financial instruments to alter the effects of this risk.
Market risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate because of changes in market prices. The Company’s investments in publicly traded
securities expose the Company to market risk as such investments are subject to price changes in the open market. The Company does not
use derivative financial instruments to alter the effects of this risk.
Currency risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company enters into foreign currency
purchase and sale transactions and has assets and liabilities that are denominated in foreign currencies and thus is exposed to the financial
risk of earnings fluctuations arising from changes in foreign exchange rates and the degree of volatility of these rates. The Company
does not currently use derivative instruments to reduce its exposure to foreign currency risk.
Liquidity risk is the risk that the Company will encounter
difficulty in meeting obligations associated with financial liabilities. The Company is exposed to liquidity risk arising primarily from
the bank demand loan. The Company’s ability to meet obligations depends on the receipt of funds from its operating subsidiaries
and other related sources, whether in the form of revenue or advances.
The Company uses the tax payable method of accounting
for income taxes. The tax payable method records is where the tax expense is equal to the provision for taxes payable in a particular
period and deferred income tax is not recognized.
The components of the Company’s provision for
federal income tax for the periods ended June 30, 2026 and December 31, 2025 consist of
the following:
| Schedule of provision for income taxes | |
| | |
| |
| | |
June 30, 2026 | | |
December 31, 2025 | |
| Federal income tax benefit attributable to: | |
| | | |
| | |
| Current operations | |
$ | 132,962 | | |
$ | 128,012 | |
| Less: valuation allowance | |
| (132,962 | ) | |
| (128,012 | ) |
| Net provision for federal income taxes | |
$ | – | | |
$ | – | |
The cumulative tax effect at the expected rate of
21% of significant items comprising our net deferred tax amount is as follows:
| | |
| | |
| |
| Schedule of deferred tax assets | |
June 30, 2026 | | |
December 31, 2025 | |
| Deferred tax asset attributable to: | |
| | | |
| | |
| Net operating loss carryover | |
$ | 27,922 | | |
$ | 26,883 | |
| Less: valuation allowance | |
| (27,922 | ) | |
| (26,883 | ) |
| Net deferred tax asset | |
$ | – | | |
$ | – | |
Due to the change in ownership provisions of the Tax
Reform Act of 1986, net operating loss carry forwards of approximately $132,962 as of June 30, 2026, for federal income tax reporting
purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to
use in future years.
| 8. |
Recent Accounting Pronouncements |
The Company has reviewed all recently issued, but
not yet effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.
ASU 2023-09 Income Taxes (Topic 740)
In December 2023, the FASB issued ASU 2023-09,
which mandates enhanced income tax disclosures, including a disaggregated tax rate reconciliation and more detailed information on taxes
paid. The Company will adopt the standard for its fiscal year beginning December 1, 2025, and expects no material impact on its results
of operations.
ASU 2023-07 Segment Reporting (Topic 280)
In November 2023, the Financial Accounting Standards
Board issued ASU 202307, Segment Reporting (Topic 280), which expands segment disclosure requirements, including for entities with
a single reportable segment.
The Company operates as a single reportable segment
and does not expect a material impact from adoption of this standard.
ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope
Improvements
In December 2025, the FASB issued ASU 2025-11, which
clarifies interim reporting disclosure requirements. The standard is effective for fiscal years beginning after December 15, 2027 for
public entities. The Company does not expect this update to have a material impact on its financial statements.
ASU 2025-12 Codification Improvements
In December 2025, the FASB issued ASU 2025-12, which
makes various narrow-scope improvements to the Accounting Standards Codification. This update is effective for annual periods beginning
after December 15, 2026. The Company does not expect the adoption of this standard to have a material impact on its financial statements.
No subsequent events.
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements
by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”,
“believes”, “estimates”, “predicts”, “potential” or “continue” or the negative
of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties
and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited condensed financial statements are stated
in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following
discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.
The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include,
but are not limited to, those discussed below and elsewhere in this quarterly report.
Our financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this quarterly report, unless otherwise specified,
all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares
in our capital stock.
As used in this quarterly report, the terms “we”,
“us”, “our” and “our company” mean Legend Spices, Inc., a Nevada company, unless otherwise indicated.
General Overview
We were incorporated under the laws of the state of
Nevada on May 10, 2021.
Our fiscal year end is December 31. Our email is 1angel.lgsp@gmail.com.
The address of agent for service in Nevada and registered
corporate office is c/o National Registered Agents, Inc. of Nevada, 100 East William Street, Suite 204, Carson City, NV, 89701.
The Company has ceased its seasoning production and
marketing business. Going forward, the Company intends to focus on exploring new business opportunities and evaluating potential acquisition
targets. No revenue has been generated from operating businesses since the discontinuation of the seasoning segment.
Our Current Business
Prior to the change of ownership, the Company’s principal
business activity was the production and sales of seasonings and spices, with operations conducted in Armenia. Subsequent to the sale
of shares by Mr. Mkrtchyan on March 29, 2025, Mr. Mkrtchyan is no longer a related party to the Company. The Company has discontinued
all seasoning-related operations in Armenia. We are now re-evaluating our strategic direction and exploring potential new business opportunities,
though no definite new operating business has been identified to date.
Since discontinuing the former seasoning segment,
the Company has not generated any operating revenue and is currently operating as a shell company. The cessation of Armenian operations
does not change the Company’s status as a Nevada corporation, and we will continue to maintain our corporate existence in compliance with
the Nevada Business Corporation Act.
Results of Operations
For the periods of three and six months ended
June 30, 2026 compared with June 30, 2025.
The following table summarizes our operating results
for the six-month and three-month periods ending June 30, 2026 and ended June 30, 2025:
| | |
Three-month period ended June 30, 2026 (unaudited) | | |
Three-month period ended June 30, 2025 (unaudited) | | |
Six-month period ended June 30, 2026 (unaudited) | | |
Six-month period ended June 30, 2025 (unaudited) | |
| Revenue | |
$ | – | | |
$ | – | | |
$ | – | | |
$ | 644 | |
| Cost of Sales | |
| – | | |
| – | | |
| – | | |
| 359 | |
| Expenses | |
| 4,350 | | |
| 5,300 | | |
| 4,950 | | |
| 9,146 | |
| Net Loss | |
$ | (4,350 | ) | |
$ | (5,300 | ) | |
$ | (4,950 | ) | |
$ | (8,861 | ) |
Revenue and Cost of Sales
During the three-month period ended June 30, 2026,
we had no revenue and no cost of sales. Similarly, we recorded no revenue and no cost of sales for the three-month period ended June 30,
2025.
For the six-month period ended June 30, 2026, we generated
no revenue and incurred no cost of sales. For the six-month period ended June 30, 2025, we recorded revenue of $644 and cost of sales
of $359, which were earned and incurred prior to our discontinuance of operating activities. Prior to ceasing operations, our revenue
was derived from sales of seasoning-related products, with cost of sales composed primarily of ingredients and packaging.
The Company has discontinued its historical operating
business. There can be no assurance that we will generate any revenue in future periods, as we are currently realigning our business focus
and have not identified any new operating business to pursue.
Expenses
Total expenses for the three-month period ended June
30, 2026 were $4,350, compared with total expenses of $5,300 for the three-month period ended June 30, 2025. Expenses for both quarters
consist solely of professional fees related to corporate maintenance and regulatory filing requirements. The $950 decrease in expenses
for the three-month period ended June 30, 2026 is primarily attributable to lower professional fees.
During the six-month period ended June 30, 2026, we
incurred total expenses of $4,950, which were entirely professional fees for corporate and regulatory matters. For the six-month period
ended June 30, 2025, total expenses were $9,146, comprising general and administrative expenses of $26, wages and benefits of $254, professional
fees of $5,567, loss on impairment of inventory of $572, and bad debt expense of $2,727. The decrease in total expenses for the six-month
period ended June 30, 2026 resulted from the elimination of all former operating-related costs following our business discontinuance,
leaving only ongoing professional fees to maintain the corporate entity.
We have discontinued our operations in Armenia and
are in the process of realigning our business focus without any new business determined yet. Management does not believe past performance
is indicative of future performance.
Assets
As at June 30, 2026, we had total assets of $0.
As at December 31, 2025, we had total assets of $0.
There were no operating activities during this quarter,
and there were no changes in assets and liabilities compared to the previous quarter.
Liquidity and Capital Resources
| | |
As at June 30, 2026 (unaudited) | | |
As at December 31, 2025 (audited) | |
| Current assets | |
$ | – | | |
$ | – | |
| Current liabilities | |
| 22,475 | | |
| 17,525 | |
| Working capital (deficit) | |
$ | (22,475 | ) | |
$ | (17,525 | ) |
As at June 30, 2026, we had current assets of $0 and
working capital of $-22,475. We have incurred operating losses since inception, and this is likely to continue in the foreseeable future.
Off-Balance Sheet Arrangements
We have no 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 is material to investors.
Product Research and Development
There is currently no expenditure anticipated for
product research and development.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment
over the twelve-month period ending December 31, 2026.
Contingencies and Commitments
We had no contingencies or long-term contractual obligations
as at December 31, 2025, or as at the six month period ended June 30, 2026.
Cashflows from Operating Activities
For the six-month period ended June 30, 2026 and 2025,
net cash used in operating activities was $0 and $399, respectively.
Cashflows from Investing Activities
For the year ended December 31, 2025 ,
and for the six-month period ended June 30, 2026 and 2025 we did not have any investing activities.
Cashflows from Financing Activities
For the six-month period ended June 30, 2026 and 2025,
net cash provided by financing activities was $0 and $0, respectively.
We have no current commitment from our Officer and
Director or any other financier to supplement our operations or provide us with financing in the future. If we are unable to raise capital
from an offering, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to
obtain financing could have a substantial adverse effect on our business and financial results.
In the future, we may be required to seek additional
capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach
a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then
shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.
We had cash on hand of $0 as of June 30, 2026.
Going Concern
As shown in the accompanying unaudited condensed financial
statements, the Company has an accumulated deficit of $132,962 since inception, a working capital deficit of $17,525 as at December 31, 2025,
and a working capital deficit of $22,475 as at June 30, 2026.
These conditions, among others, together with the cessation of its historical operating activities and lack of defined new business plans,
raise substantial doubt about the Company’s ability to continue
as a going concern.
The unaudited condensed financial statements do not
include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Critical Accounting Policies
Use of Estimates
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. It also requires management to exercise its judgment in the processing of applying our company’s accounting
policies. Our company regularly evaluates estimates and assumptions related to deferred income tax valuation allowances. Our company
bases its estimates and assumptions on historical experience and other factors, including expectations of future events that are believed
to be reasonable under the circumstances. The impacts of such estimates and judgments are pervasive throughout the financial statements
and may require accounting adjustments based on future occurrences. Revisions to accounting estimates and judgments are recognized in
the period in which the estimate is revised and future periods if the revision affects both current and future periods. The actual results
experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences
between the estimates and the actual results, future results of operations will be affected.
Revenue Recognition
Our company derives revenue from the sale of
seasonings. In accordance with ASC 606, “Revenue Recognition”, revenue is recognized when persuasive evidence of an
arrangement exists, delivery has occurred, the amount is fixed and determinable, and collectability is reasonably assured.
Inventory
Inventory is comprised of work-in-process and finished
goods relating to the production and distribution of seasonings and is recorded at the lower of cost or net realizable value on a first-in
first-out basis. Our company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference
between the cost of inventory and the estimated realizable value based upon assumptions about future and market conditions.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but
not yet effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.
ASU 2023-09 Income Taxes (Topic 740)
In December 2023, the FASB issued ASU 2023-09,
which mandates enhanced income tax disclosures, including a disaggregated tax rate reconciliation and more detailed information on taxes
paid. The Company will adopt the standard for its fiscal year beginning December 1, 2025, and expects no material impact on its results
of operations.
ASU 2023-07 Segment Reporting (Topic 280)
In November 2023, the Financial Accounting Standards
Board issued ASU 202307, Segment Reporting (Topic 280), which expands segment disclosure requirements, including for entities with
a single reportable segment.
The Company operates as a single reportable segment
and does not expect a material impact from adoption of this standard.
ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope
Improvements
In December 2025, the FASB issued ASU 2025-11, which
clarifies interim reporting disclosure requirements. The standard is effective for fiscal years beginning after December 15, 2027 for
public entities. The Company does not expect this update to have a material impact on its financial statements.
ASU 2025-12 Codification Improvements
In December 2025, the FASB issued ASU 2025-12, which
makes various narrow-scope improvements to the Accounting Standards Codification. This update is effective for annual periods beginning
after December 15, 2026. The Company does not expect the adoption of this standard to have a material impact on its financial statements.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
As a “smaller reporting company”, we are
not required to provide the information required by this Item.
Item 4. Controls and Procedures
Management’s Report on Disclosure Controls
and Procedures
We maintain disclosure controls and procedures that
are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934,
as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s
rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive
officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
Management has conducted, with the participation of
our president (our principal executive officer and our principal accounting officer and principal financial officer), an evaluation of
the effectiveness of our internal control over financial reporting as of June 30, 2026 in accordance with the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework.
Based on this assessment, management concluded that as of June 30, 2026, our company’s internal control over financial reporting
was not effective based on present company activity. In the course of making our assessment, we identified a material weakness in our
internal control over financial reporting. This material weakness consisted of inadequate staffing and supervision within the bookkeeping
and accounting operations of our company. The relatively small number of staffs who have bookkeeping and accounting functions prevents
us from segregating duties within our financial reporting.
This quarterly report does not include an attestation
report from our registered public accounting firm regarding internal control over financial reporting. Management’s report was not
subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit
us to provide only the management’s report in this quarterly report.
Changes in Internal Control Over Financial Reporting
During the period covered by this report there were
no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in litigation
relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding
or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to
which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us, except for the following:
Item 1A. Risk Factors
As a “smaller reporting company”, we are
not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
No Unregistered sales of Equity Securities.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended June 30, 2026, no director
or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”
as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
| Exhibit Number |
|
Description |
| (3) |
|
Articles of Incorporation and Bylaws |
| 3.1 |
|
Articles of Incorporation (Incorporated by reference from the Form S-1 registration statement filed on April 10, 2023) |
| 3.2 |
|
Bylaws (Incorporated by reference from the Form S-1 registration statement filed on April 10, 2023) |
| |
|
|
| (10) |
|
Material Contracts |
| 14.1 |
|
Code of Ethics (Incorporated by reference from the Form S-1 registration statement filed on April 10, 2023) |
| |
|
|
| (31) |
|
Rule 13a-14(a)/15d-14(a) Certifications |
| 31.1* |
|
Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer |
| |
|
|
| (32) |
|
Section 1350 Certifications |
| 32.1* |
|
Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer |
* Filed herewith.
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.
| |
|
LEGEND SPICES, INC. |
|
| |
|
(Registrant) |
|
| |
|
|
|
| Dated: August 31, 2026 |
|
/s/ Qihui Wang |
|
| |
|
Qihui Wang |
|
| |
|
Chairman, President, Chief Executive Officer, |
|
| |
|
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
