StageWise Strategies (STWI) cuts losses, secures $250,000 equity subscription

Rhea-AI Filing Summary

StageWise Strategies Corp., a Nevada-based SEO and API tools provider, reported results for the three and nine months ended June 30, 2026. Quarterly revenue was $11,307, up from $8,196 a year earlier, while nine‑month revenue was $55,774, down from $77,886. Net loss narrowed sharply to $7,483 for the quarter and $13,170 for the nine months, compared with $53,040 and $37,319 in the prior-year periods, driven by a 69% quarterly reduction in operating expenses.

Total assets were $174,607, including cash of $44,485 and net intangible assets of $121,872. A $220,311 shareholder contribution was used to repay a related‑party loan, eliminating that debt and moving stockholders’ equity to $130,107 from a prior deficit. The company also has a $250,000 share subscription from its new controlling shareholder, with $44,500 received by June 30 and the remaining $205,500 paid on July 17, 2026 upon issuance of 1,000,000 shares.

Management discloses a going concern uncertainty due to an accumulated deficit of $125,534, historical losses and reliance on external financing. A change of control occurred on June 5, 2026, and new leadership was appointed. Disclosure controls and internal control over financial reporting were assessed as not effective due to material weaknesses.

Positive

• $220,311 shareholder contribution fully repaid the related-party loan, eliminating this debt and strengthening the balance sheet.
• Stockholders’ equity improved to $130,107 as of June 30, 2026, from a prior deficit of $(77,034), reflecting a significantly stronger capital position.
• Quarterly net loss declined to $7,483 from $53,040, driven by a 69% reduction in operating expenses and modest revenue growth.
• A $250,000 share subscription from the new controlling shareholder, with $44,500 received by June 30 and the balance in July, provides fresh capital support.

Negative

• Management reports a going concern uncertainty, citing an accumulated deficit of $125,534, recurring losses and dependence on future financing.
• Nine‑month revenue declined 28% to $55,774 from $77,886, indicating weaker top-line performance versus the prior-year period.
• Disclosure controls and internal control over financial reporting were deemed not effective due to material weaknesses, including basic IT control deficiencies.
• Despite cost cuts, the company remains loss-making, with a nine‑month net loss of $13,170 and limited cash of $44,485, increasing funding risk.

Filing Explained

The July 17 share issuance is complete: 1,000,000 new shares increased the reported count to 5,044,334, diluting existing holders absent offsets.

The Form 10-Q is an unaudited quarterly report; it confirms that the June 30 subscription was completed on July 17, 2026, so the company’s common-share count rose from 4,044,334 at quarter-end to 5,044,334 as of August 13, 2026.

Under the filing’s disclosed mechanics, issuing the additional 1,000,000 shares increases total shares and reduces an existing holder’s percentage ownership absent offsetting changes.

The nine-month cash-flow statement reports $38,301 of cash provided by operating activities, but $44,500 of the period’s inflow is identified as a deposit for common stock; the reported operating-cash figure therefore includes the share-subscription advance rather than representing operating receipts alone.

Key Figures

Quarterly Revenue: $11,307 Nine-Month Revenue: $55,774 Nine-Month Net Loss: $13,170 +5 more

8 metrics

Quarterly Revenue $11,307 Revenue for the three months ended June 30, 2026

Nine-Month Revenue $55,774 Revenue for the nine months ended June 30, 2026

Nine-Month Net Loss $13,170 Net loss for the nine months ended June 30, 2026

Cash and Cash Equivalents $44,485 Cash balance as of June 30, 2026

Accumulated Deficit $125,534 Accumulated deficit as of June 30, 2026

Shareholder Capital Contribution $220,311 Contribution used to repay related-party loan during nine months ended June 30, 2026

Share Subscription Agreement $250,000 Aggregate purchase price for 1,000,000 shares agreed with controlling shareholder

Shares Outstanding 4,044,334 Common shares issued and outstanding as of June 30, 2026

Key Terms

going concern, Share Subscription Agreement, material weakness, Internal Control - Integrated Framework, +2 more

6 terms

going concern financial

"The financial statements have been prepared assuming that the Company will continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

Share Subscription Agreement financial

"the Company entered into a Share Subscription Agreement with Jakhongir Abidovich Artikkhodjaev"

A share subscription agreement is a written contract in which an investor agrees to buy a specific number of a company's shares at an agreed price and under stated conditions. It matters to investors because it spells out who pays what, when shares are issued, and any protections or obligations for both sides—like a detailed purchase order that clarifies ownership, timing and potential dilution risk so investors know exactly how their stake will be created and protected.

material weakness financial

"there were control deficiencies that constituted material weaknesses, as described below"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

Internal Control - Integrated Framework financial

"using the criteria established in “Internal Control - Integrated Framework” issued by the Committee"

ASC 606 financial

"In accordance with ASC 606, revenue is measured based on a consideration specified"

A U.S. accounting standard that sets consistent rules for when and how companies record revenue from contracts with customers, focusing on the transfer of promised goods or services. It matters to investors because it affects the timing and amount of reported sales and profit—like deciding whether a contractor can count payment when a job starts, progresses, or finishes—so it improves comparability and helps assess a company's true economic performance.

related party loan financial

"the outstanding balance owed by the Company to Victor Balan under the amended loan agreement was $0"

A related party loan is money lent between a company and a person or entity with a close connection to that company, such as a director, major shareholder, or an affiliated business. Like lending to a family member, these loans can carry special terms that may be more or less favorable than what an unrelated lender would offer, so investors watch them for hidden risks, potential conflicts of interest, and their impact on the company’s true financial health.

Earnings Snapshot

Quarterly Revenue: $11,307

three and nine months ended June 30, 2026

Quarterly Revenue $11,307 Increased from $8,196 for the three months ended June 30, 2025

Nine-Month Revenue $55,774 Decreased from $77,886 for the nine months ended June 30, 2025

Quarterly Net Loss $7,483 Improved from a net loss of $53,040 for the three months ended June 30, 2025

Nine-Month Net Loss $13,170 Improved from a net loss of $37,319 for the nine months ended June 30, 2025

FAQ

How did StageWise Strategies Corp. (STWI) perform financially for the quarter ended June 30, 2026?

StageWise Strategies reported quarterly revenue of $11,307 and a net loss of $7,483. Revenue rose from $8,196 a year earlier, while cost reductions cut the prior‑year quarterly loss of $53,040 significantly.

What were StageWise Strategies Corp. (STWI) results for the nine months ended June 30, 2026?

For nine months, StageWise Strategies generated $55,774 in revenue and a net loss of $13,170. Revenue fell from $77,886 in the prior period, but losses narrowed from $37,319 due to lower operating expenses.

What is the liquidity position of StageWise Strategies Corp. (STWI) as of June 30, 2026?

As of June 30, 2026, the company held cash and cash equivalents of $44,485 and total assets of $174,607. It had no related-party loan balance outstanding after repayment funded by a shareholder contribution.

Does StageWise Strategies Corp. (STWI) face a going concern risk?

Yes. Management highlights a going concern uncertainty due to an accumulated deficit of $125,534, historical operating losses, and reliance on raising additional capital through equity or debt financings.

What capital transactions and ownership changes affected StageWise Strategies Corp. (STWI) in 2026?

On June 5, 2026, a new investor acquired a controlling stake for $750,000. A $250,000 Share Subscription Agreement followed, with $44,500 received by June 30 and $205,500 on July 17, when 1,000,000 new shares were issued.

What internal control issues did StageWise Strategies Corp. (STWI) disclose?

The company concluded its disclosure controls and internal control over financial reporting were not effective as of June 30, 2026, citing material weaknesses, including insufficient basic IT controls over financial reporting.

How many StageWise Strategies Corp. (STWI) shares are outstanding and what changed post-quarter?

As of June 30, 2026, the company had 4,044,334 common shares outstanding. On July 17, 2026, it issued 1,000,000 additional shares under a subscription, bringing total outstanding shares to 5,044,334.

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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

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 000-56736

STAGEWISE STRATEGIES CORP.

(Exact name of registrant issuer as specified in its charter)

Nevada		7374		61-2108075
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Number)		(I.R.S. Employer Identification Number)

64/2 Mahtumquili Street

Yashnobod District 100000

Tashkent City, Republic of Uzbekistan

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Tel: +1-347-7997109

(Registrant’s phone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
N/a		N/a		N/a

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 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 ☒

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	☒	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 7(a)(2)(B) of the Securities Act.

YES ☒     NO ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ☐     NO ☒

As of August 13, 2026, there were 5,044,334 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	Financial Statements:	1
	Condensed Balance Sheets as of June 30, 2026 (unaudited) and September 30, 2025	1
	Condensed Statements of Operations and Comprehensive Loss for the three and nine months ended June 30, 2026 and 2025 (Unaudited)	2
	Condensed Statements of Changes in Stockholders’ Equity for the three and nine months ended June 30, 2026 and 2025 (Unaudited)	3
	Condensed Statements of Cash Flows for the nine months ended June 30, 2026 and 2025 (Unaudited)	4
	Notes to the Condensed Financial Statements	5
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	14
ITEM 4.	Controls and Procedures	16
PART II	OTHER INFORMATION	16
ITEM 1	Legal Proceedings	16
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	16
ITEM 3	Defaults Upon Senior Securities	16
ITEM 4	Mine safety disclosures	16
ITEM 5	Other Information	16
ITEM 6	Exhibits	16
	Signatures	17

i

ITEM 1. Financial Statements

STAGEWISE STRATEGIES CORP.

BALANCE SHEETS

		As of June 30, 2026 (Unaudited)				As of September 30, 2025 (Audited)
ASSETS
Current Assets
Cash and cash equivalents			44,485				4,573
Total Current Assets		$	44,485			$	4,573
Other Assets
Intangible Assets, net			121,872				152,216
Prepaid expenses			8,250				8,078
Total Other Assets		$	130,122			$	160,294
TOTAL ASSETS		$	174,607			$	164,867
LIABILITIES & STOCKHOLDERS’ EQUITY
Liabilities
Accounts Payable			-				8,599
Deferred revenue			-				14,602
Loan from Related Parties			-				218,700
Deposit for Common Stock			44,500				-
Total Current Liabilities		$	44,500			$	241,901
Total Liabilities		$	44,500			$	241,901
Stockholders’ Equity
Common Stock, $0.001 par value, 75,000,000 shares authorized, 4,044,334 shares issued and outstanding as of June 30, 2026 and 5,044,334 as of September 30, 2025			4,044				5,044
Additional Paid-in Capital			251,597				30,286
Accumulated Deficit			(125,534	)			(112,364	)
Total Stockholders’ Equity		$	130,107			$	(77,034	)
TOTAL LIABILITIES & STOCKHOLDER’S EQUITY		$	174,607			$	164,867

See accompanying notes to the unaudited condensed financial statements.

1

STAGEWISE STRATEGIES CORP.

STATEMENTS OF OPERATIONS (Unaudited)

		Three months ended June 30, 2026				Three months ended June 30, 2025				Nine months ended June 30, 2026				Nine months ended June 30, 2025
Revenue		$	11,307			$	8,196			$	55,774			$	77,886
Gross Profit		$	11,307			$	8,196			$	55,774			$	77,886
Operating Expenses
Office rent			142				442				353				542
Office Expenses			160				-				160				-
Postage and Delivery			-				-				-				-
Bank Service Charges			16				88				24				361
Business Licenses and Permits			-				-				150				200
Dues & Subscriptions			-				30				-				30
Website CRO expenses			-				9,000				-				9,000
Depreciation Expense			10,114				9,924				30,344				23,692
Professional Fees			8,358				22,953				37,836				42,452
SEO Services			-				4,251				803				9,919
Marketing Services			-				8,748				4,568				20,412
Server Lease			-				2,800				2,707				5,600
Website and API Expenses			-				-				4,000				-
Website Technical Support (refund)			-				3,000				(12,000	)			3,000
Total operating expenses		$	18,790			$	61,236			$	68,944			$	115,208
Loss from Operations		$	(7,483	)		$	(53,040	)		$	(13,170	)		$	(37,322	)
Other Income (Expense)
Interest Income			-				-				-				3
Total Other Income		$	-			$	-			$	-			$	3
Net Loss		$	(7,483	)		$	(53,040	)		$	(13,170	)		$	(37,319	)
Net Loss per Common Share – Basic & Diluted		$	(0.00	)		$	(0.01	)		$	(0.00	)		$	(0.01	)
Weighted Average Number of Common Shares Outstanding-Basic & Diluted			4,044,334				5,044,334				4,352,027				4,734,839

See accompanying notes to the unaudited condensed financial statements.

2

STAGEWISE STRATEGIES CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

		Number of common stock
		Shares				Amount $0.001 par value				Additional Paid-in- Capital				Accumulated deficit				Total
Balance as of September 30, 2024			4,134,000			$	4,134			$	3,886			$	(37,606	)		$	(29,586	)
Shares issued for cash			509,667				510				14,780				-				15,290
Net income			-				-				-				27,700				27,700
Balance as of December 31, 2024			4,643,667			$	4,644			$	18,666			$	(9,906	)		$	13,404
Shares issued for cash			400,667				400				11,620				-				12,020
Net loss			-				-				-				(11,980	)			(11,980	)
Balance as of March 31, 2025			5,044,334			$	5,044			$	30,286			$	(21,886	)		$	13,444
Shares issued for cash			-				-				-				-				-
Net loss			-				-				-				(53,040	)			(53,040	)
Balance as of June 30, 2025			5,044,334			$	5,044			$	30,286			$	(74,925	)		$	(39,595	)
Balance as of September 30, 2025			5,044,334			$	5,044			$	30,286			$	(112,364	)		$	(77,034	)
Shares Cancelled			(1,000,000	)			(1,000	)			1,000				-				-
Net loss			-				-				-				(14,243	)			(14,243	)
Balance as of December 31, 2025			4,044,334			$	4,044			$	31,286			$	(126,607	)		$	(91,277	)
Shares issued for cash			-				-				-				-				-
Net income			-				-				-				8,556				8,556
Balance as of March 31, 2026			4,044,334			$	4,044			$	31,286			$	(118,051	)		$	(82,721	)
Shareholder Contribution for Repayment of Loan from Related Parties			-				-				220,311				-				220,311
Net Loss			-				-				-				(7,483	)			(7,483	)
Balance as of June 30, 2026			4,044,334			$	4,044			$	251,597			$	(125,534	)		$	130,107

See accompanying notes to the unaudited condensed financial statements.

3

STAGEWISE STRATEGIES CORP.

STATEMENTS OF CASH FLOWS

		Nine months ended June 30, 2026				Nine months ended June 30, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss		$	(13,170	)		$	(37,319	)
Adjustments to reconcile Net Income to net cash provided by operations:
Prepaid expenses			(172	)			(30,345	)
Accounts payable			(8,599	)			(4,901	)
Deferred revenue			(14,602	)			8,028
Deposit for common stock			44,500				-
Amortization expense			30,344				23,692
Net cash provided by (used in) Operating Activities		$	38,301			$	(40,845	)
CASH FLOWS FROM INVESTING ACTIVITIES
Intangible assets			-				(82,450	)
Net cash provided by (used in) Investing Activities		$	-			$	(82,450	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the Sale of Common Stock			-				910
Additional Paid-in Capital			-				26,400
Proceeds from Loan from Related Parties			13,611				84,870
Repayment to Loan from Related Parties			(12,000	)			-
Net cash provided by Financing Activities		$	1,611			$	112,180
Cash at beginning of period		$	4,573			$	11,343
Cash at end of period		$	44,485			$	228
Net cash increase (decrease) for period		$	39,912			$	(11,115	)
Supplemental Non-Cash Investing and Financing Activities
Repayment of Loan from Related Parties			220,311				-

See accompanying notes to the unaudited condensed financial statements.

4

STAGEWISE STRATEGIES CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2026

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.

Our website also features an “AI-Powered Social Media Content Generator” API. 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 platform’s 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 Company’s service offerings in the area of digital marketing.

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 $55,774 of revenue and net loss of $13,170 for the nine months ended June 30, 2026. Additionally, the Company is reporting accumulated deficit of $125,534 as of June 30, 2026. 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.

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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 Company’s financial condition and results and require management’s 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 Company’s 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 Company’s 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.

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 of June 30, 2026, the Company held $44,485 in cash equivalents.

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 850-10-20 the 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 825–10–15, 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.

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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 nine months ended June 30, 2026 and 2025, we generated total revenue of $55,774 and $77,886, respectively.

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 Company’s 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 Company’s 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.

On December 23, 2025, the Company entered into a Stock Cancellation Agreement (the “Agreement”) with Victor Balan, the Company’s President, Secretary, Treasurer, Director and Chief Executive Officer. Pursuant to the Agreement, Victor Balan voluntarily surrendered 1,000,000 shares of the Company’s common stock for cancellation, without receiving any cash or other consideration in exchange.

As a result of the cancellation, Victor Balan beneficially owned 1,000,000 shares of common stock, which he subsequently sold to Jakhongir Abidovich Artikkhodjaev on June 5, 2026 in connection with the change in control.

During the nine months ended June 30, 2026, the Company issued no shares of common stock. On June 30, 2026, the Company entered into a Share Subscription Agreement with Jakhongir Abidovich Artikkhodjaev, the Company’s controlling shareholder, pursuant to which the Subscriber agreed to purchase 1,000,000 shares of common stock for an aggregate purchase price of $250,000. As of June 30, 2026, the Company had received a portion of the purchase price amounting to US$44,500, which was recorded as an advance payment for ordinary shares. As of June 30, 2026, the Company had 4,044,334 shares issued and outstanding.

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NOTE 5 – RELATED PARTY TRANSACTIONS

To support the Company’s 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.

Related Party Loan

On November 25, 2024, the Company entered into a Loan Agreement with Victor Balan, who served as the Company’s President, Director, Treasurer, 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. On April 1, 2025, the loan agreement was amended, increasing the facility amount to $350,000. The loan was for working capital purposes, was interest-free, and had no fixed payment terms other than the maturity date of March 31, 2030. As of June 30, 2026, the outstanding balance owed by the Company to Victor Balan under the amended loan agreement was $0, following the execution of the Share Subscription Agreement on June 5, 2026 which required the payment of the related party loan.

Change in Control

On June 5, 2026, Jakhongir Abidovich Artikkhodjaev completed the purchase of 3,000,000 shares of common stock of the Company, consisting of 1,000,000 shares purchased from Victor Balan for $250,000 and 2,000,000 shares purchased from Yuliia Zaporozhan for $500,000, pursuant to separate Securities Purchase Agreements dated June 5, 2026. The aggregate purchase price of $750,000 was paid in cash by the Purchaser using his personal funds; no funds of the Company were involved in these transactions. As a result, the Purchaser acquired a controlling interest in the Company.

Executive Officers & Board of Directors

In connection with the change of control, Viktor Balan resigned from his positions as President, Secretary, Treasurer, Chief Executive Officer and a member of the Board of Directors of the Company (the “Board”), and Alarcon Martinez Marcelo Ramon and Anna Toczko each resigned as a member of the Board, each effective as of June 5, 2026.

Also effective as of June 5, 2026, the Board appointed Elmurod Sopiev, as Chief Executive Officer of the Company and Temur Zokirov, as Chief Financial Officer and Secretary of the Company.

The Board also appointed Mr. Zokirov, as Chairman of the Board, Bahtiyor Kadirov, as an independent director on the Board, and Elina Davidyan, as an independent director on the Board to fill the vacancies created by the foregoing resignations.

There are no family relationships between any of our newly appointed officers and directors, and there are no transactions in which any of such officers or directors has an interest requiring disclosure under Item 404(a) of Regulations S-K. There is no arrangement or understanding between any of the newly appointed officers or directors and any other person pursuant to which he or she was appointed as an officer or director of the Company.

Capital Contribution and Share Subscription

On June 30, 2026, the Company received a payment of $44,500 from Jakhongir Abidovich Artikkhodjaev toward the $250,000 purchase price under the Share Subscription Agreement. This amount is recorded as a Deposit for Common Stock as of June 30, 2026.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

The Company was not subject to any legal proceedings from the period July 03, 2023 (Inception) to June 30, 2026, and no legal proceedings are currently pending or threatened to the best of our knowledge.

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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, 2026 were $121,872. Amortization expense for the nine months ended June 30, 2026 was $30,344.

NOTE 8 – FOREIGN CURRENCY

As a result of the Company’s management operating in Europe, some of the Company’s 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

On July 17, 2026, pursuant to the Subscription Agreement, the Company issued and sold to Jakhongir Abidovich Artikkhodjaev 1,000,000 shares of the Company’s Common Stock upon receipt of the remaining $205,500 of $250,000 purchase price.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this 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 Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Risks, risk factors and uncertainties involved in forward-looking statements contained in this Form 10-Q include, but are not limited to, the following:

	●	Failure to achieve  broad market acceptance and adoption of solutions across various environments, which is essential for generating revenue;
	●	Difficulty in effectively addressing competition from emerging technologies and alternative solutions;
	●	The uncertainty and potentially high cost of obtaining the necessary additional capital required to implement the business plan;
	●	The business structure introduces difficulty in forecasting revenue;
	●	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; and
	●	Our capacity to engage in significant research and development endeavors is constrained due to our financial limitations, potentially obstructing our future growth potential.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this Quarterly Report, whether as a result of any new information, future events or otherwise.

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In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

Business Overview

StageWise Strategies Corp. (the “Company”, “us,” “our,” “we”) is a Nevada-based corporation specializing in search engine optimization (SEO) services that help entrepreneurs and businesses improve their online visibility. Our primary goal is to enhance clients’ search engine rankings through targeted keyword analysis and website optimization strategies.

We aim to generate revenue by offering tailored SEO solutions that support both emerging startups and established companies in attracting organic traffic and expanding their digital reach.

Our primary revenue sources encompass:

Subscription-Based API Tool: Entrepreneurs managing multiple concurrent projects can leverage our subscription-based API tool, offering an expanded query quota. Users subscribe to this tool, paying a recurring fee, granting them access to advanced features and the capability to export acquired keywords for various applications.

Users can access our service through our Company’s website, where they discover comprehensive information on our offerings, pricing plans, and a user-friendly contact interface for plan selection. Revenue is derived from fees associated with platform access.

We offer three-tiered subscription-based monthly plans: Basic, Standard, and Premium. Each plan carries a recurring fee, granting users access to progressively advanced features, higher request allowances, and enhanced functionality. Clients pay for their selected plan, aligning with their specific promotional requirements.

Change of Control

Effective as of June 5, 2026, there was a change of control of the Company. Approximately 75% of the Company’s issued and outstanding shares of Common Stock were acquired by a foreign individual from two of our stockholders. Upon such acquisition all of the then serving directors and officers of the Company resigned and were replaced by the following officers and directors:

Name		Position
Elmurod Sopiev		Chief Executive Officer
Temur Zokirov		Chairman of the Board, Chief Financial Officer and Secretary
Bahtiyor Kadirov		Director
Elina Davidyan		Director

More information on the change of control and the new officers and directors is provided in our Current Report on Form 8-K filed with the SEC on June 11, 2026.

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Results of Operations

Three months ended June 30, 2026 compared to June 30, 2025

Revenue

Total revenue for the three months ended June 30, 2026 and 2025 was $11,307 and $8,196, respectively, an increase of $3,111 or 38% between the comparable periods as a result of execution of existing contracts.

Operating expenses

Total expenses for the three months ended June 30, 2026 were $18,790, comprised of office rent $142, office expenses $160, bank service charges $16, depreciation expense $10,114 and professional fees $8,358.

Total expenses for the three months ended June 30, 2025 were $61,236, comprised of office rent $442, bank service charges $88, dues & subscriptions $30, depreciation expense $9,924, professional fees $22,953, website CRO expenses $9,000, website technical support $3,000, SEO services $4,251, marketing services $8,748 and server lease $2,800.

The decrease in operating expenses of $42,446 or 69%, during the comparable periods mainly reflects significant decrease professional fees and absence of website CRO expenses, SEO services, server lease and marketing expenses during the three months ended June 30, 2026.

Net Income (Loss)

For the three months ended June 30, 2026 and 2025, the Company recorded a net loss of $7,483 and $53040, respectively, a decrease of $45,557 or 86% between the comparable periods. Such a significant decrease was due to 38% increase in revenues and 69% decrease in operating expenses.

Nine months ended June 30, 2026 compared to June 30, 2025

Revenue

Total revenue for the nine months ended June 30, 2026 and 2025 was $55,774 and $77,886, respectively, a decrease of $22,112 or 28% between the comparable periods as a result of execution of existing contracts.

Operating expenses

Total expenses for the nine months ended June 30, 2026 were $68,944, comprised of office rent $353, office expenses $160, bank service charges $24, business licenses and permits $150, depreciation expense $30,344, professional fees $37,836, SEO services $803, marketing services $4,568, server lease $2,707 and website and API expenses $4,000. A refund of $12,000 was also received for website technical support following the termination of the Agreement.

Total expenses for the nine months ended June 30, 2025 were $115,208, comprised of office rent $542, bank service charges $361, dues & subscriptions $30, business licenses and permits $200, depreciation expense $23,692, professional fees $42,452, website CRO expenses $9,000, website technical support $3,000, SEO services $9,919, marketing services $20,412 and server lease $5,600.

The decrease in operating expenses of $46,264 or 40%, during the comparable periods mainly reflects significant decrease in professional fees, website CRO expenses, SEO services, server lease, marketing expenses and refund of website technical support, offset by increase in depreciation and Website and API expenses.

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Net Income (Loss)

The change from $37,319 of net loss for the nine months ended June 30, 2025 to net loss of $13,170 for the same period in 2026, was mainly attributable to decrease in operating expenses in 2026, which was partially offset by decrease in total revenue.

Liquidity and Capital Resources

During the three months ended June 30, 2026 and 2025, the Company incurred operating losses of $7,483 and $53,040, respectively, and during the nine months ended June 30, 2026 and 2025, the Company incurred operating losses of $13,170 and $37,322, respectively, and had an accumulated deficit of $125,534 as of June 30, 2026. Since its inception, the Company has incurred operating losses and negative cash flows. The Company expects to continue to incur net losses as it continues to grow and scale its business. As of June 30, 2026, we had cash and cash equivalents of $44,485.

Although the Company has had recurring losses each year since inception, the Company plans to fund its operations and capital funding needs for the next 12 months through a combination of private and public equity and debt offerings, or a combination thereof, from existing and/or new investors, including related parties. We have limited financial resources available, which has had an adverse impact on our liquidity, activities and operations. Without realization of additional capital, it would be unlikely for us to continue as a going concern. In order for us to remain a going concern, we will need to obtain additional capital as mentioned above. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to us, or at all. See Note 2 to our financial statements include in this Quarterly Report on Form 10-Q and the report of the Company’s independent accounting firm included in the Company’s audited financial statements for the year ended September 30. 2025, which raises substantial doubt about the Company’s ability to continue as a going concern.

Operating Activities

For the nine months ended June 30, 2026, net cash provided by operating activities was $38,301 compared to net cash used in operating activities of $40,845 for the nine months ended June 30, 2025.

Investing Activities

For the nine months ended June 30, 2026 and 2025, net cash used in investing activities was $0 and $82,450, respectively.

Financing Activities

For the nine months ended June 30, 2026 and 2025, net cash provided by financing activities was $1,611, compared to $112,180 for the nine months ended June 30, 2025. Such changes were due to the fact there were no share issuances during the nine months ended June 30, 2026 and only minor proceeds and payments related to the Loan from Related Parties.

Current Financial Condition

As of June 30, 2026, we have generated revenue in amount of $55,774. The Company issued no shares of common stock during the nine months ended June 30, 2026, although it received a $44,500 deposit toward a $250,000 Share Subscription Agreement from June 30, 2026. Please refer to our financial statements contained herein for more detailed information.

Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Critical Accounting Policies and Estimates

Refer to Note 3 in the notes accompanying unaudited condensed financial statements.

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

ITEM 4. 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 Commission’s 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 issuer’s 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.

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 June 30, 2026. 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.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the company conducted an evaluation of the effectiveness of the company’s internal control over financial reporting as of June 30, 2026, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO - 2013”).

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A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of June 30, 2026, the company determined that there were control deficiencies that constituted material weaknesses, as described below:

1) We lack an adequate internal control structure – Due to the size of the company we do not have the appropriate control activities, risk assessment procedures, controls over information and communication, or effective monitoring controls. As a smaller reporting company, management is implementing practical measures to strengthen internal controls within the limitations of the company’s structure. This includes documenting financial processes and workflows, creating checklists for critical tasks to ensure consistency, and setting clear approval thresholds for significant transactions.

2) We did not implement appropriate information technology controls – As at June 30, 2026, the company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. Further, there are no IT controls in place to prevent changes to, or misstatement in, financial reporting. We are formalizing a data backup process, including automated and off-site backups, to safeguard critical financial data.

Basic IT controls such as access restrictions, user authentication, and change tracking will be implemented to ensure the integrity of financial reporting.

Accordingly, the company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the company did not maintain effective internal control over financial reporting as of June 30, 2026 based on criteria established in Internal Control- Integrated Framework issued by COSO.

Changes in Internal Controls over Financial Reporting

There has been no change in our internal control over financial reporting occurred during the nine months ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. 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 1A. Risk Factors.

As a Smaller Reporting Company, the Company is not required to include the disclosure under this Item 1A. Risk Factors.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

ITEM 3. Defaults Upon Senior Securities.

None.

ITEM 4. Mine Safety Disclosures.

Not applicable.

ITEM 5. Other Information.

Except as set forth below, we have no information to disclose that was required to be in a report on Form 8-K during the period covered by this report, but was not reported.

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 of Regulation S-K.

ITEM 6. Exhibits

The following exhibits are included as part of this report by reference:

31.1		Certification of Principal Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2		Certification of Principal Financial and Accounting Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1		Certification of Principal Executive Officer under 18 U.S.C. Section 1350, as adopted in accordance with Section 906 of the Sarbanes Oxley Act of 2002.
32.2		Certification of Principal Financial and Accounting Officer under 18 U.S.C. Section 1350, as adopted in accordance with Section 906 of the Sarbanes Oxley Act of 2002.
101.		INS Inline XBRL Instance Document.
101.		SCH Inline XBRL Schema Document. 101.CAL Inline XBRL Calculation Linkbase Document.
101.		DEF Inline XBRL Definition Linkbase Document.
101.		LAB Inline XBRL Label Linkbase Document.
101.		PRE Inline XBRL Presentation Linkbase Document.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101).

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SIGNATURES

Pursuant to the requirements 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.

STAGEWISE STRATEGIES CORP.
By:	/s/ Elmurod Sopiev
	Elmurod Sopiev
	Chief Executive Officer (Principal Executive Officer)
	Date: August 14, 2026

By:	/s/ Temur Zokirov
	Temur Zokirov
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
	Date: August 14, 2026

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