Welsis Corp (OTC: WLSS) loss widens and auditor flags going concern
Welsis Corp filed its annual report for the year ended September 30, 2025, showing it is still a development-stage company that has shifted from online psychological teletherapy to the cryptocurrency and blockchain space through its TokenTraders.net crypto-exchange platform. Control of the company rests with Skywest Pinnacle Limited, which owns about 72.66% of the 2,752,667 outstanding common shares.
Financially, Welsis generated no revenue in 2025 versus $2,000 in 2024 and reported a larger net loss of $60,690 compared with $24,683 a year earlier, mainly because the prior period benefited from a $55,000 gain on debt forgiveness. The balance sheet shows a shareholders’ deficit of $150,331, a working capital deficit of $82,439, total liabilities of $152,500, no cash, and reliance on a $40,000 defaulted note and $67,892 in convertible notes. The auditor highlighted an accumulated deficit of $226,126 and issued a going concern warning, while management acknowledged material weaknesses in internal controls and that the company’s stock is not currently trading.
Positive
- None.
Negative
- Going concern and deepening deficit: Auditor highlighted substantial doubt about Welsis Corp’s ability to continue as a going concern, with a larger net loss of $60,690, an accumulated deficit of $226,126, a shareholders’ deficit of $150,331, no cash, a working capital deficit of $82,439, and reliance on defaulted and convertible debt.
Insights
Welsis shows widening losses, heavy leverage, and going concern risk.
Welsis Corp remains pre-revenue in its new cryptocurrency exchange business while reporting a net loss of $60,690 for the year ended September 30, 2025, versus $24,683 in 2024. The deterioration stems from the absence of the prior year’s $55,000 gain on debt forgiveness, leaving operating costs unsupported by revenue. The company’s shareholders’ deficit increased to $150,331, and its accumulated deficit reached $226,126, indicating a thin capital base.
Liquidity is strained: Welsis had $2,169 of prepaid expenses, no cash, current liabilities of $84,608, and a working capital deficit of $82,439 at September 30, 2025. It also carries a $40,000 note payable in default and $67,892 of convertible notes classified as long-term, with additional accrued interest. The auditor explicitly cited the losses, deficit, and negative working capital as raising substantial doubt about the company’s ability to continue as a going concern.
Strategically, the company has pivoted from teletherapy to operating TokenTraders.net in the cryptocurrency and blockchain sector, but the filing discloses no 2025 revenue from this activity. Management plans to fund operations through equity and additional debt, including convertible notes, and acknowledges material weaknesses in internal controls over financial reporting. Actual outcomes will depend on its ability to raise capital and generate revenue in future periods under these constrained conditions.
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Mark One
For the quarterly period ended
For the transition period from __________ to __________
Commission File No.
(Exact name of registrant as specified in its charter) |
| 8000 |
| EIN | |
(State or Other Jurisdiction of Incorporation or Organization) |
| (Primary Standard Industrial Classification Number) |
| (IRS Employer Identification Number) |
WELSIS CORP.
Telephone:
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: None
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer | ☐ | Accelerated Filer | ☐ |
☒ | Smaller reporting company | ||
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| 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 exchange act.
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of Common Stock held by non-affiliates of the Registrant on March 31, 2025, was $
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
At December 10, 2025, the number of shares of the Registrant’s common stock outstanding was
TABLE OF CONTENTS
PART I |
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| ITEM 1. | BUSINESS |
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| ITEM 1A. | RISK FACTORS |
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| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
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| ITEM 2. | PROPERTIES |
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| ITEM 3. | LEGAL PROCEEDINGS |
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| ITEM 4. | MINE SAFETY DISCLOSURES |
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PART II |
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| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
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| ITEM 6. | RESERVED |
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| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
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| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
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| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
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| ITEM 9A. | CONTROLS AND PROCEDURES |
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| ITEM 9B. | OTHER INFORMATION |
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| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
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PART III |
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| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
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| ITEM 11. | EXECUTIVE COMPENSATION |
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| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
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| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
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| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
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PART IV |
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| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
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| ITEM 16. | FORM 10-K SUMMARY |
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SIGNATURES |
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FORWARD-LOOKING STATEMENTS
This annual 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, including the risks in the section entitled “Risk 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 financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual 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 current report and unless otherwise indicated, the terms “we,” “us,” “our” and “our company” mean Welsis Corp., unless otherwise indicated.
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PART I
ITEM 1. BUSINESS
General Overview
Welsis Corp. (the “Company”) was incorporated in the State of Wyoming and established on August 16, 2021. We were a development stage startup company provided an online psychological help services, which are also known as teletherapy or telepsychology services. We purchased the telehealth platform, delivering on-demand professional psychological consultations anytime, anywhere, via mobile devices, the internet, video and phone calls. Our solution connects consumers with our board-certified specialists. We provided counseling and psychological services for adolescents (from 14 years) and adults, for men and women, therapy for individuals, couples and families.
On March 13, 2024, Dusan Zindovic, the previous majority shareholder of the Company, entered into a stock purchase agreement for the sale of 2,000,000 shares of Common Stock of the Company to Skywest Pinnacle Limited. The closing of the purchase and sale occurred on April 1, 2024. As a result of the acquisition, Skywest Pinnacle Limited holds approximately 73% of the issued and outstanding shares of Common Stock of the Company, and as such it is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. Also effective April 1, 2024, the previous sole officer and director of the company, Dusan Zindovic, resigned his positions with the Company. Upon such resignations, Kwok Boon Kit was appointed as Chief Executive Officer, Treasurer and Secretary, and Director of the Company.
On September 23, 2024, Welsis Corp announced that it is entering the cryptocurrency and blockchain industry by launching TokenTraders.net, a fully functional crypto-exchange site. Tokentraders.net allows users to exchange and trade cryptocurrencies with ease by utilizing real time rates at minimal fees. Tokentraders.net also has an in-built crypto wallet which allows its users to securely store their cryptocurrencies safely.
ITEM 1A. RISK FACTORS
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
Currently we don’t own any properties. Our business office is located at 701 E Cathedral Rd. Ste 45 PMB 405 Philadelphia, PA. This address was provided by sole officer and president, Kwok Boon Kit. Our telephone number is 215-552-8991.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business.
As of the date of this Annual Report, 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 are a party, and which would reasonably be likely to have a material adverse effect on our company.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The company stock is not trading at the moment.
Registered Holders of our Common Stock
As of December 11, 2025, there were approximately 6 record owners of our common stock including director.
Dividends
The Company has never declared or paid cash dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future.
Recent Sales of Unregistered Securities
None.
ITEM 6. RESERVED
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual 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 annual report.
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations
The following summary of our results of operations should be read in conjunction with our financial statements for the years ended September 30, 2025 and 2024, which are included herein.
Year ended September 30, 2025 compared to year ended September 30, 2024
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Revenue |
| $ | - |
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| $ | 2,000 |
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| $ | (2,000 | ) |
Operating Expenses |
| $ | 50,573 |
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| $ | 59,898 |
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| $ | (9,325 | ) |
Other Income (Expenses) |
| $ | (10,117 | ) |
| $ | 33,215 |
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| $ | (43,332 | ) |
Net Loss |
| $ | (60,690 | ) |
| $ | (24,683 | ) |
| $ | (36,007 | ) |
The Company incurred net loss of $60,690 during the year ended September 30, 2025 as compared to net loss of $24,683 during the year ended September 30, 2024. The increase in net loss was due to the increase of other expense. During the year ended September 30, 2024, the Company recognized gain on debt loan forgiveness of $55,000 for payable amount due to a non-affiliate related to acquisition of mobile application and website.
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Liquidity and Capital Resources
Working Capital
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Current Assets |
| $ | 2,169 |
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| $ | - |
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| $ | 2,169 |
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Current Liabilities |
| $ | 84,608 |
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| $ | 71,696 |
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| $ | 12,912 |
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Working Capital (Deficiency) |
| $ | (82,439 | ) |
| $ | (71,696 | ) |
| $ | (10,743 | ) |
As at September 30, 2025, our Company had no cash and assets. As of September 30, 2024, our Company had no cash and asset.
Our current liabilities increased from $71,696 as of September 30, 2024 to $84,608 as of September 30, 2025 mainly due to the increase in accounts payable and accrued liabilities.
As at September 30, 2025, our Company had a working capital deficiency of $82,439 compared with a working capital deficiency of $71,696 as at September 30, 2024. The increase in working capital deficit was mainly due to the increase in accounts payable and accrued liabilities.
Cash Flows
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Net cash used in Operating Activities |
| $ | (49,947 | ) |
| $ | (29,979 | ) |
| $ | (19,968 | ) |
Net cash used in Investing Activities |
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| $ | - |
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Net cash provided by Financing Activities |
| $ | 49,947 |
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| $ | 20,145 |
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| $ | 29,802 |
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Net changes in cash and cash equivalents |
| $ | - |
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| $ | (9,834 | ) |
| $ | 9,834 |
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Cash Flow from Operating Activities
We have not generated positive cash flow from operating activities. During the year ended September 30, 2025 and 2024, net cash used in operating activities was $49,947 and $29,979, respectively.
Cash flows used in operating activities during the year ended September 30, 2025, comprised of a net loss of $49,947 decreased by net changes in operating liabilities of $10,743.
Cash flows used in operating activities during the year ended September 30, 2024, comprised of a net loss of $24,683 increased by gain on debt forgiveness of $55,000, and reduced by impairment loss on mobile application and website of $15,333, amortization of mobile application and website of $8,000 and net changes in operating liabilities of $26,371.
Cash Flow from Investing Activities
The Company do not have any investing activities during the year ended September 30, 2025 and 2024.
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Cash Flow from Financing Activities
Dring the year ended September 30, 2025 and 2024, net cash used in financing activities was $49,947 and $20,145 respectively.
During the year ended September 30, 2025, net cash used in financing activities related to advances from proceed from issuance of convertible notes of $49,947.
During the year ended September 30, 2024, net cash used in financing activities related to advances from related party of $2,200 and proceed from issuance of convertible notes of $17,945.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing August not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we August not be able to take advantage of prospective new business endeavours or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
Off-Balance Sheet Arrangements
As of the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Going Concern
The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Critical Accounting Policies
Critical Accounting Policies and Significant Judgments and 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 reported amounts of income and expense during the reporting periods presented.
Our critical estimates include revenue recognition and intangible assets. Although we believe that these estimates are reasonable, actual results could differ from those estimates given a change in conditions or assumptions that have been consistently applied. We also have other policies that we consider key accounting policies, such as our policy for revenue recognition, however, the application of these policies does not require us to make significant estimates or judgments that are difficult or subjective.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
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Reports of Independent Registered Public Accounting Firm (PCAOB ID | F-1 | ||
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Balance Sheets at September 30, 2025 and 2024 | F-2 | ||
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Statements of Operations for the years ended September 30, 2025 and 2024 | F-3 | ||
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Statements of Changes in Stockholders' Deficit for the years ended September 30, 2025 and 2024 | F-4 | ||
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Statements of Cash Flows for the years ended September 30, 2025 and 2024 | F-5 | ||
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Notes to Financial Statements | F-6 |
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
WELSIS CORP.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Welsis Corp (the ‘Company’) as of September 30, 2025 and 2024, and the related statements of operations, changes in stockholders’ (deficit) and cash flows for each of the two years in the period ended September 30, 2025 and 2024 and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company suffered an accumulated deficit of $(226,126), net loss of $(60,690) and a negative working capital of $(82,439). These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
/S/ Boladale Lawal
(Chartered Accountants)
(PCAOB ID
We have served as the Company’s auditor since 2025.
January 13, 2026.
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WELSIS CORP.
Balance Sheets
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Long term liabilities |
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SHAREHOLDERS' DEFICIT |
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Additional paid in capital |
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Accumulated deficit |
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TOTAL LIABILITIES & SHAREHOLDERS' DEFICIT |
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The accompanying notes are an integral part of these audited financial statements
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WELSIS CORP.
Statements of Operations
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REVENUE |
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OPERATING EXPENSES |
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OTHER INCOME (EXPENSE) |
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Interest expense |
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| ( | ) |
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Total other income (expense) |
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NET LOSS |
| $ | ( | ) |
| $ | ( | ) |
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NET LOSS PER SHARE, BASIC AND DILUTED |
| $ | ( | ) |
| $ | ( | ) |
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WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED |
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The accompanying notes are an integral part of these audited financial statements
| F-3 |
| Table of Contents |
WELSIS CORP.
Statements of Stockholders’ Deficit
Year Ended December 31, 2025 and 2024
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| Common Stock |
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| Additional |
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| Number of Shares |
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Balance - September 30, 2023 |
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Forgiveness of related party loans |
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| - |
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Net loss |
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Balance - September 30, 2024 |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||
Net loss |
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Balance - September 30, 2025 |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||
The accompanying notes are an integral part of these audited financial statements
| F-4 |
| Table of Contents |
WELSIS CORP.
Statements of Cash Flows
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| Year Ended |
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| September 30, |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Impairment loss on mobile application and website |
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Amortization of mobile application and website |
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Gain on debt forgiveness |
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Changes in operating assets and liabilities: |
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Prepaid expense |
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Accounts payable and accrued liabilities |
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Consulting fee accrued - related party |
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Accrued interest |
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Net cash used in Operating Activities |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Advances from related party |
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Proceed from issuance of convertible notes |
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Net changes in cash and cash equivalents |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
| $ |
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| $ |
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Supplemental cash flow information |
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Cash paid for interest |
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Cash paid for taxes |
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Non-cash transactions: |
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Forgiveness of related party debts |
| $ |
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| $ |
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The accompanying notes are an integral part of these audited financial statements
| F-5 |
| Table of Contents |
WELSIS CORP.
Notes to the Audited Financial Statements
September 30, 2025 and 2024
NOTE 1 - NATURE OF OPERATIONS
Welsis Corp. (referred as the “Company”, “we”, “our”) was Incorporated in the State of Wyoming and established on August 16, 2021. We are a development-stage company formed to commence operations concerned with the virtual psychological therapy that is also known as teletherapy or telepsychology services. We have developed a full business plan. Our Company provides counselling and psychological services for adolescents (from 14 years) and adults, for men and women, therapy for individuals, couples and families. Also, we plan to provide our services to specific communities, for example to the corporative sector of business in a form of corporate group sessions or individual ones. We have purchased a website and a working prototype of online services mobile platform application known as “Psychologist-24”.
On March 13, 2024, Dusan Zindovic, the previous majority shareholder of Welsis Corp. (the “Company”), entered into a stock purchase agreement for the sale of
On September 23, 2024, Welsis Corp announced that it is entering the cryptocurrency and blockchain industry by launching TokenTraders.net, a fully functional crypto-exchange site. Tokentraders.net allows users to exchange and trade cryptocurrencies with ease by utilizing real time rates at minimal fees. Tokentraders.net also has an in-built crypto wallet which allows its users to securely store their cryptocurrencies safely.
NOTE 2 - GOING CONCERN
The Company’s financial statements have been prepared assuming that it 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 an accumulated deficit of $
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds through equity market, related party loan and loan from unaffiliated parties through the issuance of convertible notes. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
| F-6 |
| Table of Contents |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 ("GAAP") and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a September 30 fiscal year end.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 820, “Fair Value Measurements and Disclosures”, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.
The carrying amounts of financial instruments such as accounts payable and note payable approximate their fair values because of the short maturity of these instruments.
CASH AND CASH EQUIVALENTS
For the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
PREPAID EXPENSE
Prepaid expenses relate to prepayment made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected. As of September 30, 2025 and September 30, 2024, prepaid expense was $
INTANGIBLE ASSETS
The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.”
ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below it carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.
| F-7 |
| Table of Contents |
The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 4)
Mobile Application and Website development- amortization
The Company is using straight- line amortization for our mobile application and website since they are fully operational as of September 1, 2021.
Mobile Application and Website – $
Term of amortization –
For the year ended September 30, 2025 and 2024, amortization was $
Since the mobile application and website were used for psychological consultation which ceased since the change of management on April 1, 2024, the assets were fully impairment. During the year ended September 30, 2024, the Company recorded impairment loss of $
LONG LIVED ASSETS
Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.
REVENUE RECOGNITION
The Company recognizes revenue from the sale of products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
For the year ended September 30, 2025 and 2024, the Company recognized consulting revenue of $
CONVERTIBLE FINANCIAL INSTUMENTS
The Company account for our convertible financial instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options.” The Company do not separately present in equity an embedded conversion feature of the convertible debts and do not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance.
| F-8 |
| Table of Contents |
INCOME TAXES
The Company accounts for income taxes pursuant to FASB ASC 740 “Income Taxes”. Pursuant to ASC 740 deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.
NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted net income per share assumes the conversion, exercise or issuance of all common stock instruments, such as convertible notes, unless the effect is to reduce a loss or increase earnings per share.
For the year ended September 30, 2025 and 2024, the following convertible note was excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:
|
| September 30, |
|
| September 30 |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Shares) |
|
| (Shares) |
| ||
Convertible Notes |
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|
|
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|
| ||
RECENT ACCOUNTING PRONOUNCEMENTS
We have evaluated all recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our financial statements or disclosures upon adoption.
RECENT ADOPTED ACCOUNTING STANDARDS
In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity.” The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The adoption of ASU 2023-09 has not had a material effect on the Company’s statements and disclosures.
| F-9 |
| Table of Contents |
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.The adoption of ASU 2023-07 has not had a material effect on the Company’s statements and disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-09 has not had a material effect on the Company’s statements and disclosures.
NOTE 4 – RELATED PARTY TRANSACTIONS
During the year ended September 30, 2024, the Company incurred debt forgiveness of $
During the year ended September 30, 2024, the Company incurred consulting fees of $
NOTE 5 – NOTE PAYABLE
On September 1, 2021, the Company issued to a non-affiliate of $
During the year ended September 30, 2025 and 2024, the note interest was $
As of September 30, 2025 and September 30, 2024, note payable was $
NOTE 6 – CONVERTIBLE NOTE PAYABLE
On June 30, 2024, the Company issued to an unaffiliated party a convertible note at $
On September 30, 2024, the Company issued to an unaffiliated party a convertible note at $
On December 31, 2024, the Company issued to an unaffiliated party a convertible note at $
On March 31, 2025, the Company issued to an unaffiliated party a convertible note at $
On June 30, 2025, the Company issued to an unaffiliated party a convertible note at $
On September 30, 2025, the Company issued to an unaffiliated party a convertible note at $
During the year ended September 30, 2025 and 2024, the note interest was $
As of September 30, 2025 and September 30, 2024, convertible note payable was $
| F-10 |
| Table of Contents |
NOTE 7 - EQUITY
The Company has
As of September 30, 2025 and September 30, 2024, the issued and outstanding common stock was
NOTE 8 - INCOME TAX
The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of September 30, 2025 and 2024, are as follows:
|
| September 30, |
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| September 30, |
| ||
|
| 2025 |
|
| 2024 |
| ||
Net operating loss carryforward |
| $ |
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| $ |
| ||
Effective tax rate |
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| % |
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| % | ||
Deferred tax asset |
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|
| ||
Less: Valuation allowance |
|
| ( | ) |
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| ( | ) |
Net deferred asset |
| $ |
|
| $ |
| ||
The valuation allowance increased by $
NOTE 9 – SEGMENT REPORTING
Operating segments comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance. The Company consists of a single reporting segment: cryptocurrency and blockchain industry. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer.
Through September 30, 2025, the Company is still in development stage. Upon the start of its operation, the CODM will evaluate the performance of the cryptocurrency and blockchain industry segment based on the Company’s net income (loss) as reported in the Statements of Operations. The Company’s segment assets are reported on the Balance Sheets.
The CODM will review performance based on gross profit, operating profit, net earnings and net earnings excluding the impact of the fair value adjustment, a non-GAAP financial measure. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. Profitability is important to the Company’s ability to grow and expand operations and strategic initiatives. The Company do now anticipate any operations or sources of revenue outside of the United States.
NOTE 10 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to September 30, 2025 to the date these financial statements were issued and has determined that it does not have any material subsequent event to disclose in these financial statements.
| F-11 |
| Table of Contents |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
On January 6, 2025, the Board of Directors of the Company approved the dismissal of Mercurius & Associates LLP (“MAS”) as the Company’s independent registered public accounting firm, effective immediately. MAS never issued an audit opinion on our financial statements, and during the course of their engagement there were no disagreements with MAS on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of With, would have caused MAS to make reference to the matter in their audit opinion, if issued. There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the period Fruci was engaged as the Company’s auditor
On January 6, 2025, the Board of Directors of the Company approved the appointment of Boladale Lawal & Co. (“BWL”) as the Company’s new independent registered public accounting firm for the fiscal year ending September 30, 2025.
There was no disagreement with Accountant on accounting and financial disclosure during the year
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being September 30, 2025. This evaluation was carried out under the supervision and with the participation of our management, including our President and Chief Financial Officer (our principal executive officer and principal accounting officer).
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our President and Chief Financial Officer, to allow timely decisions regarding required disclosure.
| 9 |
| Table of Contents |
Based upon that evaluation, including our President and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of September 30, 2025 based on criteria established in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of September 30, 2025, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending September 30, 2025: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
This annual report does not include an attestation report of 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 because as a smaller reporting company we are not subject to Section 404(b) of the Sarbanes‑Oxley Act of 2002.
Changes in Internal Control Over Financial Reporting
There were no changes in our company’s internal control over financial reporting during the fiscal year ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Internal Controls
Our management, which consists of our sole officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable
| 10 |
| Table of Contents |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
Name |
| Position held with the Company |
| Age |
| Date First Elected or Appointed |
Kwok Boon Kit |
| Chief Executive Officer, Treasurer and Secretary and Director |
| 44 |
| April 1, 2024 |
Dusan Zindovic (1) |
| President, Chief Financial Officer, Chief Executive Officer and Director |
| 32 |
| June 20, 2023 |
Danilo Vukadinovic (2) |
| President, Chief Financial Officer, Chief Executive Officer and Director |
| 53 |
| August 16, 2021 |
1. | Effective April 1, 2024, Dusan Zindovic, resigned his positions with the Company. |
2. | Effective June 20, 023, Danilo Vukadinovic, resigned his positions with the Company. |
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Kwok Boon Kit, Chief Executive Officer, Treasurer and Secretary and Director
Mr. Kwok Boon Kit previously served as associate general manager at CoreAct Design Ltd from May 2019 to October 2022. Prior to that appointment, Mr. Kwok was department head at Elkay Digital from August 2015 to April 2019. Mr. Kwok attended Universiti Sultan Azlan Shah and obtained his Bachelor of Management Studies in 2003.
Dusan Zindovic, President, Chief Financial Officer, Chief Executive Officer and Director
Mr. Zindovic has the leading experience across several industries including technology, IT, development of start up projects, software and services, and public accounting. During his working experience he was successful inventor, project and product manager and business consultant.
Mr Zindovic’s extensive experience in project management and execution capabilities will provide valuable insights and guidance to the company as we seek to execute our growth strategy.
| 11 |
| Table of Contents |
Danilo Vukadinovic, President, Chief Financial Officer, Chief Executive Officer and Director
Mr. Danilo Vukadinovic has served as the Company’s President, Chief Executive Officer, Secretary, Treasurer and a Director since its incorporation on August 16, 2021. He has got the degree in Trade Marketing and Management. He had been working as a self-employed project manager for the last 10 years.
Family Relationships
Not Applicable
Involvement in certain legal proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
1. | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); |
|
|
2. | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
|
|
3. | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
4. | been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
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5. | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
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6. | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Section 16(a) Beneficial Ownership Reporting Compliance
Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our executive officers and directors and persons who own more than 10% of a registered class of our equity securities are not subject to the beneficial ownership reporting requirements of Section 16(1) of the Exchange Act.
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Code of Ethics
We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller. We only have one officer and director and do not believe we need a code of ethics at this time.
Committees of the Board
Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.
Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our CEO at the address appearing on the first page of this annual report.
Board and Committee Meetings
Our board of directors held no formal meetings during the year ended September 30, 2025. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.
Audit Committee Financial Expert
Currently our audit committee consists of our entire board of directors. We do not currently have a director who is qualified to act as the head of the audit committee.
ITEM 11. EXECUTIVE COMPENSATION
The particulars of the compensation paid to the following persons:
| (a) | our principal executive officers. |
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| (b) | each of our most highly compensated executive officers who were serving as executive officers at the end of the years ended September 30, 2025 and 2024 (each, a “Named Executive Officer”); and |
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| (c) | up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended September 30, 2025 and 2024 who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year: |
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SUMMARY COMPENSATION TABLE | ||||||||||||||||||||||||||||||||||
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Name and |
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Principal Position |
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Kwok Boon Kit |
| 2025 |
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| - |
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CEO, Treasurer and Secretary and Director |
| 2024 |
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| - |
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| - |
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| - |
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| - |
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| - |
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| - |
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Dusan Zindovic (1) |
| 2025 |
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President, CFO, CEO and Director |
| 2024 |
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| 3,000 |
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| 3,000 |
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Danilo Vukadinovic (2) |
| 2025 |
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CEO, Treasurer and Secretary and Director |
| 2024 |
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| 1. | Effective April 1, 2024, Dusan Zindovic, resigned his positions with the Company. |
| 2. | Effective June 20, 023, Danilo Vukadinovic, resigned his positions with the Company. |
Compensation of Directors
Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, our director in such capacity.
Stock Plan
We have not adopted a stock plan but may do so in the future.
Director Independence
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of December 11, 2025, the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of its outstanding shares of common stock; (ii) each of the Company’s directors (iii) each Named Executive Officer and (iv) all of the Company’s executive officers and directors as a group. The information relating to beneficial ownership of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Unless otherwise indicated below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is 701 E Cathedral Rd. Ste 45 PMB 405 Philadelphia, PA.
As of December 11, 2025, there were 2,752,667 shares of our common stock issued and outstanding.
Name of Beneficial Owner (1) |
| Shares of Common Stock |
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5% or Greater Shareholders: |
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Skywest Pinnacle Limited (1) |
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| 2,000,000 |
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| 72.66 | % |
Chief Executive Officer, Chief Financial Officer |
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All officers and directors as a group |
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| 72.66 | % |
| 1. | Kwok Boon Kit, the Director of the Company, holds sole voting and dispositive control over Skywest Pinnacle Ltd. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended September 30, 2025, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.
During the year ended September 30, 2024, the Company incurred debt forgiveness of $53,015, comprised of $38,615 for payable amount to the Company’s former Director who resigned on April 1, 2024 upon the change of control and $14,400 for payable amount to the Company’s majority shareholder. The gain on debt forgiveness was recorded to additional paid in capital.
During the year ended September 30, 2024, the Company incurred consulting fees of $3,000 to the former Director of the Company.
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| Table of Contents |
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth the fees billed by our principal independent accountants for each of our last two fiscal years for the categories of services indicated.
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| Year Ended September 30, |
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Category |
| 2025 |
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| 2024 |
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Audit Fees (1) |
| $ | 30,500 |
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| $ | 28,190 |
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Audit Related Fees (2) |
| $ | - |
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| $ | - |
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Tax Fees (3) |
| $ | -- |
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| $ | -- |
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All Other Fees (4) |
| $ | -- |
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__________________
(1) | Consists of fees billed for the audit of our annual financial statements, review of our Form 10-K and services that are normally provided by the accountant in connection with year-end statutory and regulatory filings or engagements. |
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(2) | Consists of fees billed for the review of our quarterly financial statements, review of our forms 10-Q and 8-K and services that are normally provided by the accountant in connection with non-year end statutory and regulatory filings on engagements. |
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(3) | Consists of professional services rendered by a company aligned with our principal accountant for tax compliance, tax advice and tax planning. |
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(4) | The services provided by our accountants within this category consisted of advice and other services relating to SEC matters, registration statement review, accounting issues and client conferences. |
| 16 |
| Table of Contents |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| (a) | Financial Statements |
| (1) | Financial statements for our company are listed in the index under Item 8 of this document. |
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| (2) | All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. |
| (b) | Exhibits |
Exhibit |
| Description |
31.1 |
| Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
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32.1 |
| Certification of the Company’s Principal Executive Officer and Principal Financial pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** |
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101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)* |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document* |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document* |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document* |
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101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document* |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document* |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document)* |
_____________
* | Filed herewith. |
** | Furnished and not filed |
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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.
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| Welsis Corp. |
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| (Registrant) |
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Dated: January 13, 2026 |
| /s/ Kwok Boon Kit |
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| Kwok Boon Kit |
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| Director and CEO |
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