U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
|
(State or Other Jurisdiction of Incorporation or Organization) |
7372 (Primary Standard Industrial Classification Number) |
(IRS Employer Identification Number) |
Juvenal Victor
Fontes Dos Santos
1
(
Email: office@venyra.net
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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 (§ 232.405 of this chapter) 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 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 | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark
whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
Indicate by check mark
whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial
statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐
The
aggregate market value of the registrant's common stock held by non-affiliates of the registrant was approximately $
As of July 29, 2026 there were shares outstanding of the registrant’s common stock.
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VENYRA CORPORATION
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
| PART I | ||
| ITEM 1 | Description of Business | 5 |
| ITEM 1A | Risk Factors | 7 |
| ITEM 1B | Unresolved Staff comments | 7 |
| ITEM 2 | Properties | 7 |
| ITEM 3 | Legal Proceedings | 7 |
| ITEM 4 | Mine Safety Disclosures | 7 |
| PART II | ||
| ITEM 5 | Market for Registrant’s Common Equity, Related Stockholders' Matters, and Issuer Purchases of Equity Securities | 8 |
| ITEM 6 | [Reserved] | 8 |
| ITEM 7 | Management's Discussion and Analysis of Financial Condition and Results of Operations | 8 |
| ITEM 7A | Quantitative and Qualitative Disclosures about Market Risk | 11 |
| ITEM 8 | Financial Statements and Supplementary Data | 12 |
| ITEM 9 | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 12 |
| ITEM 9A | Controls and Procedures | 12 |
| ITEM 9B | Other Information | 14 |
| ITEM 9C | Disclosure Regarding foreign Jurisdictions that Prevent Inspections | 14 |
| PART III | ||
| ITEM 10 | Directors, Executive Officers, Promoters and Control Persons of the Company | 15 |
| ITEM 11 | Executive Compensation | 16 |
| ITEM 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholders' Matters | 16 |
| ITEM 13 | Certain Relationships and Related Transactions | 17 |
| ITEM 14 | Principal Accountant Fees and Services | 17 |
| PART IV | ||
| ITEM 15 | Exhibits | 19 |
| ITEM 16 | Form 10-K Summary | 19 |
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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. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
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PART I
ITEM 1. Description of Business
Venyra Corporation (the "Company") is a technology company incorporated in the State of Wyoming on February 20, 2025. The Company has developed an artificial intelligence ("AI")-powered platform designed to support entrepreneurs, solopreneurs, and small business teams by providing automated tools for business planning and brand development. The Company's platform is accessible through its official website at https://venyra.net/.
Products and Services
The Company develops and provides artificial intelligence-powered application programming interface ("API") services, which are software interfaces that enable customers to access the Company's AI-based functionalities and receive automated outputs through API requests. The Company currently offers two AI-powered API services, each available under monthly subscription plans and an annual license option.
(i) AI Business Plan Generator API. The Company's primary service is its AI Business Plan Generator API, which enables users to programmatically generate structured, industry-specific business plans. The API processes customer-defined inputs and operational parameters to produce comprehensive business plans tailored to specific industries and strategic objectives. Users may access and test the service through the Company's demonstration environment at https://demo.venyra.net/. This product has been developed and launched.
(ii) Business Name Generator API. The Company's second service is its Business Name Generator API, which provides AI-driven business name suggestions tailored to a customer's industry, target market, and branding requirements. The service is designed to assist founders and small business teams in identifying available and strategically suitable brand names during the early stages of business formation. This product has been developed and launched.
Business Strategy
The Company's strategy is to grow its customer base and expand its platform through the following initiatives:
API-Based Delivery Model
The Company delivers its services through direct API integration, enabling third-party applications, developers, and enterprises to embed its AI tools into their own workflows. This model is intended to broaden the Company's addressable market beyond direct end-users and support higher-volume subscription arrangements.
Product Development
The Company intends to continue developing its existing services and to introduce additional AI-powered tools targeting the business formation and early-stage growth market. New product development is subject to the Company's ability to generate or raise sufficient capital. There can be no assurance that new products will be developed or commercially successful.
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Market Focus
The Company's primary target customers are early-stage entrepreneurs, solopreneurs, and small business teams seeking cost-effective, automated tools for business planning and brand development. The Company intends to reach customers primarily through its website, API documentation, and direct outreach.
Monetization and Pricing
The Company generates revenue through two AI-powered API services: the AI Business Plan Generator API and the Business Name Generator API. Each service is offered under monthly subscription plans and an annual license arrangement, structured to accommodate customers ranging from early-stage startups to high-volume enterprise and SaaS platforms.
(i) AI Business Plan Generator API. The AI Business Plan Generator API enables users to programmatically generate structured, industry-specific business plans. The following pricing tiers are currently offered:
-Basic Subscription. $850 per month. Up to 15,000 API requests per month. Designed for startups and small teams.
-Pro Plan. $1,450 per month. Up to 25,000 API requests per month. Suited for agencies, SaaS platforms, and enterprises requiring higher request volumes.
-Annual API License. $10,000 per year (one-time payment). Unlimited API requests for a period of twelve (12) months. Intended for platforms seeking long-term integration without recurring monthly fees.
(ii) Business Name Generator API. The Business Name Generator API provides AI-driven business name suggestions tailored to a customer's industry, target market, and branding requirements. The following pricing tiers are currently offered:
-Basic Subscription. $650 per month. Up to 10,000 API requests per month. Designed for startups and small teams.
-Pro Plan. $1,100 per month. Up to 20,000 API requests per month. Suited for agencies, SaaS platforms, and enterprises requiring higher request volumes.
-Annual API License. $7,500 per year (one-time payment). Unlimited API requests for a period of twelve (12) months. Intended for platforms seeking long-term integration without recurring monthly fees.
Employees and employment agreements
As of April 30, 2026, we did not have any full-time employees. Our operations are currently managed by our President, Chief Executive Officer, Treasurer, Secretary and Director, Juvenal Victor Fontes Dos Santos.
We may hire additional personnel in the future as our business develops and operational needs increase.
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ITEM 1A. Risk Factors
As a Smaller Reporting Company, the Company is not required to provide the information required by this Item. Nevertheless, we have identified the following factors as potential material risks to our business, financial condition, and results of operations.
-Going Concern and Limited Operating History. We have incurred net losses since inception and have not yet achieved profitable operations. Our ability to continue as a going concern is dependent on our ability to generate revenues and obtain additional financing, neither of which can be assured.
-Need for Additional Capital. We will require additional financing to fund our operations and execute our business plan. There is no assurance that such financing will be available on acceptable terms, or at all.
-Dependence on a Single Individual. All operational and management functions are performed by one individual who serves as our sole officer and director. The loss of this individual, for any reason, would likely have an immediate and material adverse effect on our business.
-Risks Associated with AI Technology. Our services rely on artificial intelligence technologies that may produce inaccurate or biased outputs, attract regulatory scrutiny, or fail to achieve broad market acceptance.
-Competition. We operate in a competitive market for AI-powered business tools and face competition from established companies with significantly greater financial and technological resources. Our limited capital may constrain our marketing and product development efforts, making it difficult to attract and retain customers.
Item 1B. Unresolved Staff Comments
Not required for smaller reporting companies.
Item 2. Properties
We maintain our statutory registered agent's office in Sheridan, Wyoming, USA and current location is at 1309 Coffeen Avenue STE 1200 Sheridan, Wyoming, 82801. Our phone number is +15623126022.
Item 3. Legal Proceedings
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
Item 4. Mine Safety Disclosures
Not Applicable.
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PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholders' Matters, and Issuer Purchases of Equity Securities
We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends in the foreseeable future. Any decision to declare and pay cash dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, and other factors that our board of directors may deem relevant.
Registered Holders of our Common Stock
As of April 30, 2026, the 5,564,000 issued and outstanding shares of common stock were held by a total of 31 shareholders of record.
ITEM 6. Reserved
Not applicable to smaller reporting companies.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with our audited financial statements and the related notes for the fiscal year ended April 30, 2026, included elsewhere in this Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those described under "Item 1A. Risk Factors." We disclaim any obligation to update or revise any forward-looking statements.
Our Company
Venyra Corporation was incorporated in the State of Wyoming on February 20, 2025. The Company has developed an AI-powered platform offering two API-based services: the AI Business Plan Generator API and the Business Name Generator API. These services enable entrepreneurs, solopreneurs, and small business teams to programmatically generate business plans and business name suggestions. Users may access and test both services through the Company's website at https://venyra.net/.
Business Strategy
The Company's strategy is to grow its customer base and expand its platform through the following initiatives:
-API-Based Delivery Model. The Company delivers its services through direct API integration, enabling third-party applications, developers, and enterprises to embed its AI tools into their own workflows. This model is intended to broaden the Company's addressable market beyond direct end-users and support higher-volume subscription arrangements.
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-Product Development. The Company intends to continue developing its existing services and to introduce additional AI-powered tools targeting the business formation and early-stage growth market. New product development is subject to the Company's ability to generate or raise sufficient capital. There can be no assurance that new products will be developed or commercially successful.
-Market Focus. The Company's primary target customers are early-stage entrepreneurs, solopreneurs, and small business teams seeking cost-effective, automated tools for business planning and brand development. The Company intends to reach customers primarily through its website, API documentation, and direct outreach.
Marketing
The Company intends to grow its customer base primarily through its website, online API documentation, and organic digital marketing. Planned initiatives include the development of SEO-optimized content and engagement through professional networks and developer communities relevant to the Company's target market. The Company also intends to pursue partnerships with startup incubators and business development programs to reach early-stage entrepreneurs.
In April 2026, the Company entered into a basic marketing services agreement with an independent provider to receive initial marketing strategy, brand visibility, and advisory support for a total commitment of $9,300 over a six-month term. Aside from this initial engagement, the Company has not yet commenced large-scale or comprehensive marketing campaigns. All marketing initiatives described above are subject to the availability of capital and management resources. There can be no assurance that these initiatives will be implemented on the anticipated timeline, or that they will result in customer acquisition or revenue growth.
Government Regulation
We are subject to laws and regulations applicable to companies operating in the United States, including those relating to data privacy, consumer protection, and AI-related regulation, which continues to evolve. We do not anticipate any regulatory approvals being required for the operation of our current services; however, changes in applicable law or the introduction of new regulation could impose additional compliance obligations or restrict our operations.
We currently hold no patents, trademarks, or registered copyrights. We have not filed, and do not anticipate filing within the next twelve months, any applications for intellectual property protection. We may consider pursuing intellectual property protection in the future as our platform and business develop.
Results of Operations
The Company was incorporated on February 20, 2025. The following discussion compares the results of operations for the year ended April 30, 2026 with the period from February 20, 2025 (Inception) to April 30, 2025.
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Revenue
For the year ended April 30, 2026, the Company generated total revenue of $49,961, derived from subscriptions to its AI Business Plan Generator API.
For the period from February 20, 2025 (Inception) to April 30, 2025, the Company generated no revenue, as it had not yet commenced commercial operations.
Operating Expenses
Cost of revenue for the year ended April 30, 2026 was $50,570, comprised of amortization of $9,270 related to the Company's revenue-generating platform, platform maintenance expenses of $23,300 for third-party website and API optimization and support services, and server lease expenses of $18,000 for hosting infrastructure, in each case directly attributable to delivering the Company's API-based services. Operating expenses for the year ended April 30, 2026 were $39,079, comprised of general and administrative expenses consisting primarily of professional fees related to audit, legal, and transfer agent services, and other costs associated with the Company's operations and SEC reporting obligations. For the period from February 20, 2025 (Inception) to April 30, 2025, the Company had no cost of revenue, and total operating expenses were $1,429, consisting of initial formation and organizational costs.
Net Loss
The Company recorded a net loss of $39,688 for the year ended April 30, 2026, compared to a net loss of $1,429 for the period from February 20, 2025 (Inception) to April 30, 2025. The increase in net loss reflects the Company's commencement of commercial operations and the associated increase in operating expenses. The Company has incurred losses since inception and expects to continue incurring losses until it is able to generate revenues sufficient to cover its operating costs, of which there can be no assurance.
Liquidity and Capital Resources
As of April 30, 2026, our total assets were $80,038, comprised of cash and cash equivalents of $4,798, prepaid expenses of $9,750, and intangible assets of $65,490. Our total liabilities were $71,753, comprised of deferred revenue of $15,751 and a loan from a related party of $56,002. Total stockholders' equity was $8,285 including an accumulated deficit of $41,117 as of April 30, 2026.
As of April 30, 2025, our total assets were $23,300, comprised of cash and cash equivalents of $4,000 and intangible assets of $19,300. Our total liabilities were $20,729, comprised of accounts payable of $3,500 and a loan from a related party of $17,229. Total stockholders' equity was $2,571, including an accumulated deficit of $1,429 as of April 30, 2025.
Recent Equity Financing
On February 17, 2026, the Company finalized its public offering of common stock pursuant to an effective Form S-1 Registration Statement. Under the offering, the Company issued an aggregate of 1,564,000 shares of Common Stock (par value $0.001 per share) at a purchase price of $0.03 per share, admitting 30 shareholders of record and generating total proceeds of $46,920.
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Cash Flow
Operating Activities. Net cash used in operating activities was $27,917 for the year ended April 30, 2026, compared to net cash provided by operating activities of $2,071 for the period from February 20, 2025 (Inception) to April 30, 2025. The increase in cash used in operations reflects the Company's commencement of commercial activities and the associated growth in operating expenses, partially offset by non-cash amortization of $9,270 and the recognition of deferred revenue of $15,751.
Investing Activities. Net cash used in investing activities was $55,460 for the year ended April 30, 2026, compared to $19,300 for the period from February 20, 2025 (Inception) to April 30, 2025. In both periods, cash used in investing activities related entirely to the development and capitalization of intangible assets. The increase reflects the continued investment in the Company's platform during fiscal year 2026.
Financing Activities. Net cash provided by financing activities was $84,175 for the year ended April 30, 2026, compared to $21,229 for the period from February 20, 2025 (Inception) to April 30, 2025. For the year ended April 30, 2026, financing activities consisted of proceeds from loans from a related party of $38,773 and proceeds from the sale of common stock of $46,920, net of direct offering costs of $1,518 paid in connection with the Company's public offering. For the inception period, financing activities consisted of proceeds from a related party loan and the initial sale of common stock, which funded the Company's formation costs and initial development activities.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources.
Going Concern
The Company has incurred net losses since inception and has not yet achieved profitable operations. As of April 30, 2026, the Company had cash of $4,798 and an accumulated deficit of $41,117. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue is dependent upon its ability to generate sufficient revenues and to obtain additional financing. There can be no assurance that such financing will be available on acceptable terms, or at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information required by this item pursuant to Item 305(e) of Regulation S-K.
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ITEM 8. Financial Statements and Supplementary Data
The financial statements of Venyra Corporation required by this Item, together with the report thereon of Victor Mokuolu, CPA PLLC, our independent registered public accounting firm, are set forth beginning on page F-1 of this Annual Report on Form 10-K.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There have been no changes in, or disagreements with, our independent registered public accounting firm, Victor Mokuolu, CPA PLLC, on accounting and financial disclosure matters during the fiscal year ended April 30, 2026.
ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our principal executive officer and principal financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of the end of the fiscal year covered by this report. Disclosure controls and procedures are controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to the Company's management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
Based on the foregoing evaluation conducted as of April 30, 2026, our principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures were not effective as of that date. This conclusion reflects the material weaknesses in internal control over financial reporting described below, which also affect the reliability of our disclosure controls.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting within the meaning of Rule 13a-15(f) under the Exchange Act. 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 the Company's financial statements for external reporting purposes in conformity with U.S. generally accepted accounting principles.
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The Company's internal control over financial reporting encompasses policies and procedures that:
-Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets;
-Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with authorizations of the Company's management and board of directors;
Management conducted its assessment of the effectiveness of the Company's internal control over financial reporting as of April 30, 2026, applying the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon this assessment, management has concluded that, as of April 30, 2026, the Company's internal control over financial reporting was not effective, due to the existence of the material weaknesses identified below.
Identified Material Weaknesses
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 and corrected on a timely basis.
As part of management's assessment described above, the following material weaknesses were identified as of April 30, 2026:
-Lack of Segregation of Duties: The Company's current stage of development and limited personnel result in a concentration of financial reporting responsibilities in a single individual. Juvenal Victor Fontes Dos Santos currently holds the positions of President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole Director, which means that no effective segregation of duties exists over the authorization, recording or reporting of financial transactions. The Company also lacks an independent Audit Committee and does not have a director who qualifies as an audit committee financial expert. Management recognizes that this concentration of authority represents a material weakness inherent to the Company's current organizational structure. Management has concluded that this material weakness in internal control over financial reporting existed as of April 30, 2026.
-Technical Accounting Capacity and Review Structure: The Company's current financial reporting structure does not incorporate an independent technical accounting oversight function or a formal secondary review layer to evaluate complex or non-routine transactions, including those involving significant estimates or specialized accounting guidance. Given the Company's personnel structure and anticipated growth, this structure limits the availability of independent technical accounting review for complex accounting matters and increases the risk that such matters may not be evaluated and recorded in accordance with U.S. generally accepted accounting principles on a timely basis. Accordingly, there is a reasonable possibility that a material misstatement related to complex or non-routine transactions could occur and not be prevented or detected on a timely basis.
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Remediation Plan
Given the Company's current stage of development and limited financial resources, management has not yet been able to hire additional personnel or establish an independent Audit Committee. In the interim, management intends to mitigate the identified weaknesses by engaging outside accounting professionals as needed to review complex or non-routine transactions and by increasing documentation of management's review of significant transactions and reconciliations. Management will continue to evaluate the need for additional qualified personnel and an independent audit committee financial expert as the Company's operations and financial resources grow.
Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal year ended April 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
None.
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PART III
ITEM 10. Directors, Executive Officers, and Corporate Governance
The name, age and titles of our executive officer and Director are as follows:
| Name and Address of Executive Officer and/or Director | Age | Position |
| Juvenal Victor Fontes Dos Santos Cale Carda, 2, Planta 3 Puerta 6, 46001 Valencia, Spain |
34 | President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive, Financial and Accounting Officer) |
Juvenal Victor Fontes Dos Santos has served as our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director since our incorporation on February 20, 2025. There was no arrangement or understanding between Juvenal Victor Fontes Dos Santos and any other person(s) pursuant to which he was selected as a director or officer of the company. There are no family relationships among our directors and executive officers. Juvenal Victor Fontes Dos Santos holds a Bachelor's degree in Marketing from ESPM – Escola Superior de Propaganda e Marketing. From January 2016 to December 2018, Mr. Fontes Dos Santos worked at B2W Digital in São Paulo, Brazil, where, as a Digital Marketing Specialist, he contributed to the company's international expansion by leading initiatives in online brand positioning and e-commerce strategy. From February 2019 to November 2025, Mr. Fontes Dos Santos held a senior marketing role at Jeff, a Valencia-based technology startup offering franchise-based wellness services across global markets, where he was responsible for developing and implementing digital acquisition strategies and leading brand campaigns across the LATAM and EMEA regions. Mr. Fontes Dos Santos's extensive hands-on experience in growth marketing, combined with his deep understanding of multicultural markets, brings valuable insight and leadership to the Company's global vision and strategic direction. We believe that these skills will help Mr. Fontes Dos Santos run the Company's business. He does not currently serve on any other public company boards. Mr. Fontes Dos Santos's only occupation at the moment is managing the business processes of Venyra Corporation.
Involvement in Certain Legal Proceedings
During the past ten years, Mr. Fontes Dos Santos has not been involved in any legal, judicial, or administrative proceedings, corporate bankruptcies, criminal convictions, or regulatory sanctions that are material to an evaluation of his ability or integrity to serve as an officer or director of the Company, as defined under Item 401(f) of Regulation S-K.
Committees
We do not currently have an audit committee, compensation committee, or nominating committee. The functions ordinarily performed by such committees are carried out by our full Board of Directors. We do not have an audit committee financial expert, as defined under Rule 10A-3 of the Exchange Act; we believe the cost of retaining such a director currently outweighs the benefits given the size and stage of our operations, and we intend to appoint one as the Company grows.
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Our Board of Directors is currently composed of one member who does not qualify as an independent director under the listing requirements of any national securities exchange or OTC tier; if we seek a listing in the future, we may need to appoint additional independent directors.
ITEM 11. Executive Compensation
The table below summarizes the total compensation earned by each of our named executive Officers (“NEOs”) for each of the fiscal years listed.
Summary Compensation Table
|
Name |
Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) | Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
All Other Compensation |
Total Compensation ($) |
| Juvenal Victor Fontes Dos Santos | President, Treasurer, Secretary Director, Chief Financial Officer | 2026 | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
| 2025 | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Since Inception on February 20, 2025, Juvenal Victor Fontes Dos Santos has served in his capacities without any compensation arrangement in place, and no compensation has been paid, accrued, or is payable for his services to date.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders' Matter
Directors and Executive Officers
The following table sets forth information regarding the beneficial ownership of the Company's outstanding common shares as of July 29, 2026. The table includes each director, the Named Executive Officers (NEOs) as identified in the "Summary Compensation Table" contained elsewhere in this Form 10-K, and all current directors and executive officers as a group. Unless otherwise indicated, each person listed below is believed to possess sole voting and dispositive power with respect to the shares shown as beneficially owned.
For purposes of this table, beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes any shares over which a person has or shares voting or investment power.
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| Beneficial Owner* | Number of Shares | Owned Percent of Class** |
| Juvenal Victor Fontes Dos Santos | 4,000,000 | 71.89% |
(*) Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities.
(**) Percent of class is calculated on the basis of the number of fully diluted shares outstanding on July 29, 2026 - 5,564,000.
Equity Compensation Plans
As of Aril 30, 2026, the Company did not maintain any equity compensation plans.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Certain Relationships and Related Transactions
The Company maintains a policy of full compliance with all applicable laws and regulations governing related-party transactions, including the provisions of the Sarbanes-Oxley Act of 2002. For purposes of this policy, "related persons" include executive officers, members of the Board of Directors, beneficial owners of more than 5% of the Company's outstanding shares, their immediate family members, and entities in which any of the foregoing hold a controlling interest. The review and approval authority over such transactions is vested in the Board of Directors, with any interested parties recused from the deliberation and voting process. In evaluating related-party transactions, the Board considers all relevant facts and circumstances available at the time of review.
As of April 30, 2026, Mr. Fontes Dos Santos, serving as Chief Executive Officer and sole director of the Company, had provided aggregate advances of $56,002 to the Company pursuant to a loan agreement originally entered into on March 3, 2025, which permits borrowings of up to $150,000. The proceeds of such advances are designated for general working capital purposes. The loan is unsecured and bears no interest, and is payable on demand.
Item 14. Principal Accountant Fees and Services
Presented below is a breakdown of specific fees incurred for professional services provided by our independent audit firm, Victor Mokuolu CPA PLLC, for the fiscal years ended 2026 and 2025, respectively.
| Fee Category |
Fiscal Year 2026 |
Fiscal Year 2025 | |||
| Audit Fees | $ | 11,750 | $ | - | |
| Tax Fees | - | - | |||
| All Other Fees | - | - | |||
| Total | $ | 11,750 | $ | - | |
17
Audit Fees
Audit fees covered professional work associated with the annual audit of financial statements included in our Form 10-K, quarterly reviews of financial statements reflected in Form 10-Q reports, and consents issued for other SEC filings.
18
PART IV
ITEM 15. Exhibits, Financial Statements Schedules
(a) The following documents are filed as part of this Form 10-K:
1) Financial Statements and Schedules
The financial statements and schedules required by this Item are included in this Annual Report and are indexed under "Index to Financial Statements" appearing elsewhere in this report.
2) Financial Statement Schedules:
None.
3) Exhibits:
ITEM 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on July 29, 2026.
| Venyra Corporation | |
| By: /s/ Juvenal Victor Fontes Dos Santos | |
|
Juvenal Victor Fontes Dos Santos, President, Secretary, Treasurer, Director Principal Executive Officer, |
19
INDEX TO FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (PCAOB Firm ID |
F-2 | |
| Balance Sheets as of April 30, 2026 and 2025 | F-3 | |
| Statements of Operations for the year ended April 30, 2026 and for the period from February 20, 2025 (Inception) to April 30, 2025 | F-4 | |
| Statements of Changes in Stockholders' Equity for the year ended April 30, 2026 and for the period from February 20, 2025 (Inception) to April 30, 2025 | F-5 | |
| Statements of Cash Flows for the year ended April 30, 2026 and for the period from February 20, 2025 (Inception) to April 30, 2025 | F-6 | |
| Notes to Financial Statements | F-7 to F-15 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and
Board of Directors of Venyra Corporation
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Venyra Corporation (the “Company”) as of April 30, 2026, and the period February 20, 2025 (Inception) to April 30, 2025, and the related statements of operations, changes in stockholders’ equity, and cash flows, for the years ended April 30, 2026, and the period February 20, 2025 (Inception) to April 30, 2025, 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 April 30, 2026, and the results of its operations and its cash flow for the year ended April 30, 2026, and the period February 20, 2025 (Inception) to April 30, 2025 in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company's ability to continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As included in Note 2, Going Concern to the financial statements, the Company generated revenue of $49,961 and incurred a net loss of $39,688 for the year ended April 30, 2026. The Company had an accumulated deficit of $41,117 at April 30, 2026, and a working capital deficit of $57,205 at April 30, 2026. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans regarding these matters are also described in Note 2. The 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 audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 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.
|
|
| We have served as the Company’s auditor since 2025. |
| July 29, 2026 |
F-2
Venyra Corporation
Balance Sheets
| As of April 30, 2026 | As of April 30, 2025 | |||
| ASSETS | ||||
| Current Assets | ||||
| Cash | $ | $ | ||
| Prepaid Expenses | ||||
| Total Current Assets | ||||
| Intangible Assets | ||||
| Total Intangible Assets | ||||
| TOTAL ASSETS | $ | $ | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Liabilities | ||||
| Current Liabilities | ||||
| Accounts Payable | $ | $ | ||
| Deferred Revenue | ||||
| Loan from Related Parties | ||||
| Total Current Liabilities | ||||
| Total Liabilities | ||||
| Stockholders' Equity | ||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of April 30, 2026 and 2025, respectively | ||||
| Additional Paid-in Capital | ||||
| Accumulated deficit | ( |
( | ||
| Total Stockholders' Equity | $ | $ | ||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | $ |
See accompanying notes, which are an integral part of these financial statements
F-3
Venyra Corporation
Statements of Operations
|
For the year ended April 30, 2026 |
For the period from February 20, 2025 (Inception) to April 30, 2025 | |||
| REVENUES |
$ |
|
$ |
|
| COST OF REVENUE | ||||
| Amortization | ||||
| Platform Operating Expenses | ||||
| TOTAL COST OF REVENUE | ||||
| GROSS PROFIT (LOSS) | ( |
|||
| OPERATING EXPENSES | ||||
| General & Administrative Expenses | ||||
| TOTAL OPERATING EXPENSES | $ | $ | ||
| LOSS FROM OPERATIONS | $ | ( |
$ | ( |
| PROVISION FOR INCOME TAXES | ||||
| NET LOSS | $ | ( |
$ | ( |
| NET LOSS PER SHARE: BASIC AND DILUTED |
$ |
( |
$ |
( |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
|
See accompanying notes, which are an integral part of these financial statements
F-4
Venyra Corporation
Statement of Changes in Stockholders' Equity for the year ended April 30, 2026 and for the period from February 20, 2025 (Inception) to April 30, 2025
|
Common Stock |
Additional Paid-in-Capital | Accumulated Deficit |
Total Stockholders' Equity | ||||||
| Shares | Amount | ||||||||
| Balance as at February 20, 2025 (Inception) | $ | $ | $ | $ | |||||
| Common Shares Issued for Cash | |||||||||
| Net Loss | - | ( |
( | ||||||
| Balance at April 30, 2025 | $ | $ | $ | ( |
$ | ||||
| Common Shares Issued for Cash | |||||||||
| Net Loss | - | ( |
( | ||||||
| Balance at April 30, 2026 | $ | $ | $ | ( |
$ | ||||
See accompanying notes, which are an integral part of these financial statement
F-5
Venyra Corporation
Statements of Cash Flows
|
For the year ended April 30, 2026 |
For the period from February 20, 2025 (Inception) to April 30, 2025 | |||
| OPERATING ACTIVITIES | ||||
| Net Loss | $ | ( |
$ | ( |
| Adjustments to reconcile Net loss to Net Cash used in operations: | ||||
| Accounts Payable | ( |
|||
| Prepaid Expense | ( |
|||
| Deferred Revenue | ||||
| Amortization | ||||
| Net Cash Used in Operating Activities | $ | ( |
$ | |
| INVESTING ACTIVITIES | ||||
| Development of Intangible Assets | ( |
( | ||
| Net Cash Used in Investing Activities | $ | ( |
$ | ( |
| FINANCING ACTIVITIES | ||||
| Proceeds from Loan from Related Parties | ||||
| Proceeds from the Sale of Common Stock | ||||
| Stock Issuance Costs | ( |
|||
| Net Cash Provided by Financing Activities | $ | $ | ||
| Net Cash increase for Period | $ | $ | ||
| Cash at Beginning of Period | $ | $ | ||
| Cash at End of Period | $ | $ | ||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||
| Cash payments for: | ||||
| Interest | $ |
$ |
| |
| Income taxes | $ | $ |
See accompanying notes, which are an integral part of these financial statements
F-6
Venyra Corporation
Notes to the Financial Statements
Note 1 – Nature of Business
Venyra Corporation (“the Company”) was incorporated under the laws of the State of Wyoming, U.S. on February 20, 2025 (Inception). Venyra Corporation is a technology-driven company developing a platform with AI-powered services aimed at simplifying and enhancing the startup journey. Our mission is to empower entrepreneurs, solopreneurs, and small business teams by providing them with innovative, efficient, and user-friendly tools for business planning, branding, and strategic development.
We developed an Application Programming Interface ("the API") which can be accessible via our website https://venyra.net/#api. Users are able to have access and test our API-based services directly through the website, including the generation of business plans ("Al Business Plan Generator"), brand names ("Business Name Generator"), and other key strategic deliverables. Our primary offering is the Al-powered Business Plan Generator API, a service that assist users in creating structured, comprehensive business plans related to their specific industry and strategic objectives. Also, we have committed to develop a logo generator as a complementary tool for those looking for automatically generate logo concepts that fit a brand. We intend to integrate Al-powered services and a news and insights section into our website, thereby transforming it into a comprehensive platform.
Note 2 – Going Concern
The financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company
has incurred net losses since inception and has not yet achieved profitable operations. Venyra Corporation generated revenue of $
The Company's ability to continue is dependent upon its ability to generate sufficient revenues and to obtain additional financing. As a result, these factors raise substantial doubt about the Company's ability to continue as a going concern for a period of at least one year from the date these financial statements are issued.
Management intends to fund its operational expenses for the upcoming year using a combination of cash on hand, loans from directors, and/or proceeds from a private offering of Common Stock. There can be no assurance that such financing will be available on acceptable terms, or at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
F-7
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 "US GAAP" and are presented in US dollars. The Company has adopted an April 30 fiscal year-end.
Fair Value of Financial Instruments
For the Company's financial instruments, which comprise cash, accounts payable, and advances payable to its sole officer and director, their carrying amounts are approximate to their fair value. This alignment is due to the short timeframe between their inception and their expected realization.
Fair value is classified into three levels:
Level 1: Based on observable inputs, such as active market quoted prices.
Level 2: Based on inputs other than active market quoted prices that are either directly or indirectly observable.
Level 3: Based on unobservable inputs, necessitating an entity to develop its own assumptions due to a lack of market data.
Consistent with the above, the carrying value of cash and the Company's loan from its shareholder also approximates fair value due to their short-term maturity.
Use of Estimates
Preparing financial statements in accordance with generally accepted accounting principles necessitates management's use of estimates and assumptions. These estimates influence the reported values of assets and liabilities, the disclosure of contingent assets and liabilities at the financial statement date, and the reported revenues and expenses during the period. Actual outcomes may vary from these estimates.
Cash and Cash Equivalents
The Company defines cash equivalents as highly liquid instruments bought with a maturity of three months or less, provided they are not held for investment.
As of April 30, 2026 and 2025, our cash balance
was $
F-8
Prepaid Expenses
Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense.
As of April 30, 2026 and 2025, prepaid expenses
amounted to $
Impairment of Long-Lived Assets
The Company evaluates the recoverability of its long-lived assets, or asset groups, in accordance with ASC 360. This assessment is performed whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.
In alignment with ASC 360, the Company utilizes a two-step impairment test:
Recoverability Test: The Company first compares the carrying amount of the asset group to the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the group.
Measurement of Loss: If the asset group is not recoverable under Step 1, an impairment loss is recognized for the amount by which the carrying amount exceeds its fair value.
Assets held for sale are separately categorized and valued at the lower of carrying amount or fair value less costs to sell.
Net income (loss) per common share is calculated according to FASB Accounting Standards Codification ("ASC") 260, "Earnings Per Share."
Basic net income (loss) per common share is determined by dividing net income (loss) by the weighted average number of common shares outstanding during the period.
Diluted net income (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares and all potentially dilutive common shares outstanding during the period. This reflects the potential dilution from common shares that could be issued through contingent share arrangements, stock options, and warrants.
No potentially dilutive common shares were outstanding for the period included.
The following table presents the calculation of basic and diluted net loss per share:
F-9
|
Year Ended April 30, 2026 |
Period from February 20, 2025 (Inception) to April 30, 2025 | |||
| Net loss | $ | (39,688) | $ | (1,429) |
| Weighted average common shares outstanding - basic and diluted | 4,425,796 | 114,286 | ||
| Net loss per common share - basic and diluted | $ | (0.01) | $ | (0.01) |
Revenue Recognition
The Company has adopted Accounting Standards Codification No. 606, Revenue from Contracts with Customers ("ASC 606"), as its revenue recognition policy, and applies this guidance upon commencement of revenue-generating activities.
Under ASC 606, revenue will be recognized when promised goods or services are transferred to the customer. The revenue amount recognized should reflect the total consideration the company expects to receive for these goods or services. The Financial Accounting Standards Board (FASB) developed a five-step approach to guide entities in determining when and how much revenue to recognize:
Step 1: Identify the contract with a customer.
Step 2: Identify the performance obligations within the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to each performance obligation.
Step 5: Recognize revenue as (or when) each performance obligation is satisfied.
The Company generates revenue from subscriptions to its AI Business Plan Generator API and Business Name Generator API, which are offered under monthly subscription plans and annual license arrangements. Each subscription represents a single performance obligation satisfied over time, as the customer simultaneously receives and consumes the benefit of API access provided by the Company throughout the subscription period. For monthly subscriptions, revenue is recognized ratably over the one-month service period. For annual licenses, the Company receives payment in advance of providing access to the service; because the customer benefits from unlimited API access is provided evenly over the twelve-month license term, the Company recognizes the associated revenue on a straight-line basis over that term. Amounts collected in advance of revenue recognition are recorded as deferred revenue, a contract liability, and are recognized as revenue as the Company satisfies its performance obligation over the remaining contract term.
For the year ended April 30, 2026 and for the
period from February 20, 2025 (Inception) to April 30, 2025 the Company recorded revenue of $
F-10
Cost of Revenue
Cost of revenue consists of costs directly attributable to delivering the Company's API-based subscription services to customers. For the year ended April 30, 2026, cost of revenue totaled $50,570, comprised of amortization of the Company's capitalized website and API software of $9,270, platform maintenance expenses of $23,300, consisting of third-party website and API optimization, stabilization, and support services, and server lease expenses of $18,000 for hosting infrastructure supporting the Company's platform. These costs are expensed as incurred, except for amortization, which is recognized on a straight-line basis over the estimated useful life of the underlying capitalized asset.
Intangible Assets
Intangible assets consist of internal-use software, including website development and API development costs, capitalized in accordance with ASC 350-40, Internal-Use Software. Capitalization of software development costs begins when the preliminary project stage is complete and management authorizes the project. Capitalized costs are amortized on a straight-line basis over their estimated useful lives of five years once the assets are placed in service.
The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Amortization of the Company's capitalized website
and API software is classified as cost of revenue, as these assets constitute the platform through which the Company's revenue-generating
services are delivered to customers. Amortization expense of $
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. 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. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented.
F-11
Foreign Currency
The U.S. dollar serves as the Company's functional and reporting currency. For transactions that take place in foreign currencies, management follows ASC 830, "Foreign Currency Matters." Monetary assets and liabilities held in foreign currencies are translated using the exchange rate active on the balance sheet date. Non-monetary assets and liabilities in foreign currencies are translated at the exchange rates in effect when the transaction occurred. Revenues and expenses are translated using average monthly rates. Any gains and losses resulting from the translation or settlement of foreign currency denominated transactions or balances are recognized in the Statement of Operations.
Dividends
The Company has no dividend policy in place and has not paid any dividends during the periods shown.
Stock Issuance Costs
Direct and incremental costs directly attributable to the Company's public offering, consisting of legal fees and SEC registration fees totaling $1,518, were netted against the gross proceeds of the offering and recorded as a reduction of additional paid-in capital, in accordance with ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5.A.
Segment Reporting
The company operates as a single operating and reporting segment, engaged in developing AI-based business plans for startups. Our Chief Executive Officer is our Chief Operating Decision Maker, (“CODM”) who evaluates performance and makes operating decisions about allocating resources considering our single geographical area and on a consolidated basis. Accordingly, the CODM considers the revenue and operating expenses of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental to those disclosed in these financial statements that are regularly provided to the CODM.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company’s financial condition and results of operations.
The Company considers all new pronouncements and management has determined that there have been no other recently adopted or issued accounting standards that had or will have a material impact on its financial statements.
F-12
Note 4 – Intangible Assets
The Company capitalizes costs related to developed software, including its website and API, in accordance with ASC 350-40, Internal-Use Software. Capitalization commences when the preliminary project stage is complete and management authorizes the project. These costs are amortized on a straight-line basis over an estimated useful life of five years.
Intangible assets amounts are as follows:
| Website Development | API Development | Total | ||||
| Estimated Useful Life (Years) | 5 | 5 | ||||
| Total Cost of the Asset | $ | 19,300 | $ | 55,460 | $ | 74,760 |
| Accumulated Amortization at April 30, 2026 | (3,978) | (5,292) | (9,270) | |||
| Net Book Value at April 30, 2026 | $ | 15,322 | $ | 50,168 | $ | 65,490 |
| Accumulated Amortization at April 30, 2025 | $ | - | $ | - | $ | - |
Intangible assets include the website and API software developed with assistance from third parties. The website was put into operation on April 20, 2025, at a total capitalized cost of $19,300. The API was initially developed and put into operation on July 24, 2025, and subsequently expanded to incorporate the AI Business Name Generator functionality, which was completed and put into operation on January 15, 2026, bringing the total capitalized cost of the API to $53,160. The API underwent further improvements, raising its total capitalized cost to $55,460.
As of April 30, 2026, we've capitalized $
The estimated aggregate amortization expense for each of the five succeeding fiscal years as of April 30, 2026 is as follows:
| Fiscal Year | Amortization Expense |
| 2027 | $14,952 |
| 2028 | $14,952 |
| 2029 | $14,952 |
| 2030 | $14,952 |
| 2031 | $5,682 |
| Total | $65,490 |
Note 5 – Capital Stock
The Company has 75,000,000 common shares authorized with a par value of $0.001 per share.
On April 29, 2025 the Company issued 4,000,000 shares of common stock to its President and Sole Director, Juvenal Victor Fontes Dos Santos, at $0.001 per share. The shares were issued as founder shares in connection with the formation and initial capitalization of the Company and were not issued as compensation for future services.
On February 17, 2026, the Company finalized its public offering of common stock pursuant to its effective Form S-1 Registration Statement. In connection with the offering, the Company issued an aggregate of 1,564,000 shares of Common Stock, par value $0.001 per share, to 30 shareholders of record. The shares were issued at a price of $0.03 per share, generating total cash proceeds of $46,920. Direct incremental legal and other professional fees of $1,518 attributable to the offering were netted against the proceeds in accordance with ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5.A, resulting in net proceeds of $45,402, of which $1,564 was recorded as common stock and $43,838 was recorded as additional paid-in capital. As of April 30, 2026, the Company had 5,564,000 shares issued and outstanding.
F-13
On February 17, 2026, the Company finalized its public offering of common stock pursuant to its effective Form S-1 Registration Statement. In connection with the offering, the Company issued an aggregate of 1,564,000 shares of Common Stock, par value $0.001 per share, to 30 shareholders of record. The shares were issued at a price of $0.03 per share, generating total cash proceeds of $46,920, of which $1,564 was recorded as common stock and $45,356 was recorded as additional paid-in capital. As of April 30, 2026, the Company had shares issued and outstanding.
Note 6 – Related Party Transactions
The Company may receive advances from related parties to meet its financial needs until it becomes self-sustaining or secures enough funding through equity sales or traditional debt.
As of April 30, 2026, the CEO and sole director
of the Company had advanced $
Note 7 – Commitments and Contingencies
Litigation
The Company was not subject to any legal proceedings.
Note 8- Income Taxes
The Company has no tax position at April 30, 2026, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at April 30, 2026. The Company’s utilization of any net operating loss carryforward may be unlikely as a result of its intended activities.
The income tax provision differs from the amount of income tax determined by applying the statutory income tax rates to pretax income from continuing operations for the period ended April 30, 2026, due to the following:
The following table presents the components of the deferred tax asset:
| April 30, 2026 | April 30, 2025 | ||||
| Net operating loss carryforward | $ | $ | |||
| Effective tax rate | 21% | 21% | |||
| Deferred tax asset | |||||
| Less: valuation allowance | ( |
( | |||
| Net deferred asset | $ | $ | |||
F-14
Below is a comparison of the actual tax benefit with the expected benefit (at a rate of 21%) as of April 30, 2026 and 2025:
| April 30, 2026 | April 30, 2025 | |||
| Computed “expected” tax expense (benefit) | $ | ( |
$ | ( |
| Change in valuation allowance | ||||
| Actual tax expense (benefit) | $ | $ |
Due to the uncertainty regarding their realization, the deferred tax benefits from unutilized tax losses are offset by a full valuation allowance. Pursuant to ASC 740, management concluded that there are no significant uncertain tax positions requiring disclosure beyond what is already presented.
Due to the uncertainty regarding their realization, the deferred tax benefits from unutilized tax losses are offset by a full valuation allowance.
The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.
The following table presents a reconciliation of the U.S. federal statutory income tax rate to the Company's effective tax rate for the period ended April 30, 2026, disaggregated by the nature and jurisdiction of each reconciling item, as required by ASU 2023-09:
| Reconciling Item | Jurisdiction | Rate | Amount | |||
| Tax at U.S. federal statutory rate | Federal | 21% | $ | (8,334) | ||
| State income tax, net of federal benefit | Wyoming | 0.0% | $ | 0 | ||
| Change in valuation allowance | Federal | 21% | $ | 8,334 | ||
| Effective income tax rate / provision | 0.0% | $ | 0 |
The U.S. federal statutory rate of 21% applied to the net loss of $39,688 for the period results in a computed tax benefit of $8,334. The full benefit is offset by an equal increase in the valuation allowance, resulting in an effective tax rate of 0% and no income tax provision or benefit for the period.
Note 9– Subsequent Events
Consistent with ASC 855, Subsequent Events, the Company evaluated subsequent events through July 29, 2026, the date these financial statements were filed, and concluded that there are no significant subsequent events to disclose in these financial statements.
F-15