UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
Or
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission File Number
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
+
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| N/A | N/A | N/A |
Securities registered pursuant to Section 12(g) of
the Act:
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. common shares issued and outstanding as of August 28, 2026.
LEGEND SPICES, INC.
FORM 10-Q
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 12 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 17 |
| Item 4. | Controls and Procedures | 17 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 18 |
| Item 1A. | Risk Factors | 18 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
| Item 3. | Defaults Upon Senior Securities | 18 |
| Item 4. | Mine Safety Disclosures | 18 |
| Item 5. | Other Information | 18 |
| Item 6. | Exhibits | 18 |
| SIGNATURES | 19 | |
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited condensed financial statements for the three-months and six-months period ended June 30, 2026 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
Legend Spices, Inc.
Unaudited Condensed Balance Sheets
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| LIABILITIES | ||||||||
| Accrued Expenses | $ | $ | ||||||
| Due to related parties | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively. | ||||||||
| Additional paid in capital | ||||||||
| Other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
Legend Spices, Inc.
Unaudited Condensed Statements of Operations
Quarter ended
| June 30, 2026 (3 months) | June 30, 2025 (3 months) | June 30, 2026 (6 months) | June 30, 2025 (6 months) | |||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||
| Cost of Goods sold | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Wages and benefits | ||||||||||||||||
| Professional Fees | ||||||||||||||||
| General and administration | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Net Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expenses | ||||||||||||||||
| Loss on Impairment of Inventory | ||||||||||||||||
| Bad Debt Expense | ||||||||||||||||
| Total Other Expenses | ||||||||||||||||
| Net Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income taxes | ||||||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Foreign currency loss | ( | ) | ( | ) | ||||||||||||
| Net comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per common share* | ||||||||||||||||
| Basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of common shares | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
Legend Spices, Inc.
Unaudited Condensed Statement of Stockholders’ Deficit
| Common Stock $0.0001 Par Value | ||||||||||||||||||||||||
| Shares | Amount | Additional Paid-in Capital | Other comprehensive loss | Accumulated Deficit | Total Stockholders’ Deficit | |||||||||||||||||||
| Stockholders’ Deficit December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Prior-period error correction-reclassification of common stock to additional paid-in capital | – | ( | ) | |||||||||||||||||||||
| Net loss for the period | – | ( | ) | ( | ) | |||||||||||||||||||
| Stockholders’ Deficit June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Stockholders’ Deficit December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Related party debt forgiveness (capital contribution) | – | |||||||||||||||||||||||
| Net loss for the period | – | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency loss | – | ( | ) | ( | ) | |||||||||||||||||||
| Stockholders’ Deficit June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
Legend Spices, Inc.
Unaudited Condensed Statements of Cash Flows
| 6 months | 6 months | |||||||
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Changes in operating assets and liabilities: | ||||||||
| Inventories | ||||||||
| Receivables | ||||||||
| Accounts Payable | ||||||||
| Due to Related Parties | ||||||||
| Accruals | ( | ) | ||||||
| Net cash used by operating activities | ( | ) | ||||||
| NET CHANGE IN CASH | ( | ) | ||||||
| Foreign Currency change | ( | ) | ||||||
| CASH, Beginning | ||||||||
| CASH, Ending | $ | $ | ||||||
| SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| During the quarter ended June 30, 2025, a related party forgave debt owed by the Company totaling $69,717, which was recorded as a capital contribution to additional paid-in capital | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 6 |
Legend Spices, Inc.
Notes to Unaudited Condensed Financial Statements
for six months period ended June 30, 2026
| 1. | Nature of the Business |
Legend Spices, Inc. (“the Company”) is incorporated under the Nevada Business Corporation Act.
Prior to the change of ownership, the Company’s principal business activity was the production and sales of seasonings and spices, with operations conducted in Armenia.
Subsequent to the change of ownership the prior owner sold his shares of the Company on March 29, 2025, and is no longer a related party. The Company have ceased our operations in Armenia and are in the process of realigning our business focus without any new business determined yet.
| 2. | Significant accounting policies |
| (a) | Basis of Presentation: |
The accompanying unaudited condensed consolidated financial statements of Legend Spices, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual financial statements.
In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations, and cash flows for the interim periods presented have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2025.
The Company is a shell company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended. Following a change in control on March 29, 2025, the Company discontinued its previous operations related to the production and sale of seasonings and spices in Armenia and is currently evaluating potential new business opportunities. The Company has not generated any revenue from operations since the discontinuation of its former business.
| (b) | Principles of Consolidation: |
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. As of March 31, 2026, the subsidiary had no active operations, assets, or liabilities.
| 7 |
| (c) | Revenue recognition: |
We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five basic criteria be met before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation.
Revenue recognition occurs at the time product is shipped to customers, when control transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. The Company only records revenue when collectability is probable.
| (d) | Inventories: |
Inventories (consisting entirely of raw materials) are measured at the lower of cost and net realizable value, with cost assigned by using the weighted average cost formula. Cost comprises the purchase price plus freight-in. Materials reported on the statement of operations represent inventories recognized as an expense in the period in which the related revenue is recognized. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
| (e) | Use of estimates: |
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Significant items subject to such estimates and assumptions include valuation of accounts receivable, inventory, goodwill and pension obligation and the estimated useful life of buildings and equipment. Actual results could differ from those estimates.
| (f) | Foreign currency translation: |
The functional currency the Armenian subsidiary is Armenian dram. Monetary assets and liabilities denominated in foreign currencies are translated at the prevailing rates of exchange at the balance sheet date. Revenues and expenses are translated at the exchange rates prevailing on the transaction dates and the translation is recorded in accumulated other comprehensive loss. Realized and unrealized exchange gains and losses are included in earnings. The Company does not use derivative instruments to mitigate foreign exchange risk.
| 3. | Going Concern |
As shown in the accompanying unaudited condensed consolidated
financial statements, we have an accumulated deficit of $
| 8 |
| 4. | Due to Related Parties |
As of June 30, 2026, “Due to Related Parties”balance
includes $
| 5. | Earnings per share |
| Schedule of earnings per share | June 30, 2026 (6 months) | June 30, 2025 (6 months) | June 30, 2026 (3 months) | June 30, 2025 (3 months) | ||||||||||||
| Weighted average number of common shares | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
| * |
| 6. | Financial assets and liabilities: |
| (a) | Fair value: |
The fair values of the Company’s cash, accounts receivable, accounts payable and accrued liabilities and management bonuses payable approximate their carrying amounts.
The fair value of the other investments is market value which represents the closing bid price noted on the stock exchange. The fair value of the long-term debt approximates its carrying value as the interest rate does not differ significantly from the current market rates available to the Company for similar debt.
The significant financial risks to which the Company is exposed are credit risk, interest rate risk, market risk, currency risk and liquidity risk.
| (b) | Credit risk exposure: |
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to credit risk in the event of non-performance by counterparties in connection with its accounts receivable. The Company does not obtain collateral or other security to support the accounts receivable subject to credit risk but mitigates this risk by dealing only with what management believes to be financially sound counterparties and, accordingly, does not anticipate significant loss for non-performance.
| (c) | Interest rate risk: |
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The bank demand loan bears interest at the bank at 6.0%. Changes in the bank’s prime lending rate can cause fluctuations in interest payments and cash flows. The Company does not use derivative financial instruments to alter the effects of this risk.
| 9 |
| (d) | Market risk: |
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company’s investments in publicly traded securities expose the Company to market risk as such investments are subject to price changes in the open market. The Company does not use derivative financial instruments to alter the effects of this risk.
| (e) | Currency risk: |
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company enters into foreign currency purchase and sale transactions and has assets and liabilities that are denominated in foreign currencies and thus is exposed to the financial risk of earnings fluctuations arising from changes in foreign exchange rates and the degree of volatility of these rates. The Company does not currently use derivative instruments to reduce its exposure to foreign currency risk.
| (e) | Liquidity risk: |
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company is exposed to liquidity risk arising primarily from the bank demand loan. The Company’s ability to meet obligations depends on the receipt of funds from its operating subsidiaries and other related sources, whether in the form of revenue or advances.
| (f) | Future income taxes: |
The Company uses the tax payable method of accounting for income taxes. The tax payable method records is where the tax expense is equal to the provision for taxes payable in a particular period and deferred income tax is not recognized.
| 7 | Income taxes |
The components of the Company’s provision for federal income tax for the periods ended June 30, 2026 and December 31, 2025 consist of the following:
| Schedule of provision for income taxes | ||||||||
June 30, 2026 | December 31, 2025 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current operations | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net provision for federal income taxes | $ | $ | ||||||
| 10 |
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
| Schedule of deferred tax assets | June 30, 2026 | December 31, 2025 | ||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
Due to the change in ownership provisions of the Tax
Reform Act of 1986, net operating loss carry forwards of approximately $
| 8. | Recent Accounting Pronouncements |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.
ASU 2023-09 Income Taxes (Topic 740)
In December 2023, the FASB issued ASU 2023-09, which mandates enhanced income tax disclosures, including a disaggregated tax rate reconciliation and more detailed information on taxes paid. The Company will adopt the standard for its fiscal year beginning December 1, 2025, and expects no material impact on its results of operations.
ASU 2023-07 Segment Reporting (Topic 280)
In November 2023, the Financial Accounting Standards Board issued ASU 202307, Segment Reporting (Topic 280), which expands segment disclosure requirements, including for entities with a single reportable segment.
The Company operates as a reportable segment and does not expect a material impact from adoption of this standard.
ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements
In December 2025, the FASB issued ASU 2025-11, which clarifies interim reporting disclosure requirements. The standard is effective for fiscal years beginning after December 15, 2027 for public entities. The Company does not expect this update to have a material impact on its financial statements.
ASU 2025-12 Codification Improvements
In December 2025, the FASB issued ASU 2025-12, which makes various narrow-scope improvements to the Accounting Standards Codification. This update is effective for annual periods beginning after December 15, 2026. The Company does not expect the adoption of this standard to have a material impact on its financial statements.
| 9. | Subsequent Events |
No subsequent events.
| 11 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited condensed financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Legend Spices, Inc., a Nevada company, unless otherwise indicated.
General Overview
We were incorporated under the laws of the state of Nevada on May 10, 2021.
Our fiscal year end is December 31. Our email is 1angel.lgsp@gmail.com.
The address of agent for service in Nevada and registered corporate office is c/o National Registered Agents, Inc. of Nevada, 100 East William Street, Suite 204, Carson City, NV, 89701.
The Company has ceased its seasoning production and marketing business. Going forward, the Company intends to focus on exploring new business opportunities and evaluating potential acquisition targets. No revenue has been generated from operating businesses since the discontinuation of the seasoning segment.
| 12 |
Our Current Business
Prior to the change of ownership, the Company’s principal business activity was the production and sales of seasonings and spices, with operations conducted in Armenia. Subsequent to the sale of shares by Mr. Mkrtchyan on March 29, 2025, Mr. Mkrtchyan is no longer a related party to the Company. The Company has discontinued all seasoning-related operations in Armenia. We are now re-evaluating our strategic direction and exploring potential new business opportunities, though no definite new operating business has been identified to date.
Since discontinuing the former seasoning segment, the Company has not generated any operating revenue and is currently operating as a shell company. The cessation of Armenian operations does not change the Company’s status as a Nevada corporation, and we will continue to maintain our corporate existence in compliance with the Nevada Business Corporation Act.
Results of Operations
For the periods of three and six months ended June 30, 2026 compared with June 30, 2025.
The following table summarizes our operating results for the six-month and three-month periods ending June 30, 2026 and ended June 30, 2025:
Three-month period ended June 30, 2026 (unaudited) | Three-month period ended June 30, 2025 (unaudited) | Six-month period ended June 30, 2026 (unaudited) | Six-month period ended June 30, 2025 (unaudited) | |||||||||||||
| Revenue | $ | – | $ | – | $ | – | $ | 644 | ||||||||
| Cost of Sales | – | – | – | 359 | ||||||||||||
| Expenses | 4,350 | 5,300 | 4,950 | 9,146 | ||||||||||||
| Net Loss | $ | (4,350 | ) | $ | (5,300 | ) | $ | (4,950 | ) | $ | (8,861 | ) | ||||
Revenue and Cost of Sales
During the three-month period ended June 30, 2026, we had no revenue and no cost of sales. Similarly, we recorded no revenue and no cost of sales for the three-month period ended June 30, 2025.
For the six-month period ended June 30, 2026, we generated no revenue and incurred no cost of sales. For the six-month period ended June 30, 2025, we recorded revenue of $644 and cost of sales of $359, which were earned and incurred prior to our discontinuance of operating activities. Prior to ceasing operations, our revenue was derived from sales of seasoning-related products, with cost of sales composed primarily of ingredients and packaging.
The Company has discontinued its historical operating business. There can be no assurance that we will generate any revenue in future periods, as we are currently realigning our business focus and have not identified any new operating business to pursue.
| 13 |
Expenses
Total expenses for the three-month period ended June 30, 2026 were $4,350, compared with total expenses of $5,300 for the three-month period ended June 30, 2025. Expenses for both quarters consist solely of professional fees related to corporate maintenance and regulatory filing requirements. The $950 decrease in expenses for the three-month period ended June 30, 2026 is primarily attributable to lower professional fees.
During the six-month period ended June 30, 2026, we incurred total expenses of $4,950, which were entirely professional fees for corporate and regulatory matters. For the six-month period ended June 30, 2025, total expenses were $9,146, comprising general and administrative expenses of $26, wages and benefits of $254, professional fees of $5,567, loss on impairment of inventory of $572, and bad debt expense of $2,727. The decrease in total expenses for the six-month period ended June 30, 2026 resulted from the elimination of all former operating-related costs following our business discontinuance, leaving only ongoing professional fees to maintain the corporate entity.
We have discontinued our operations in Armenia and are in the process of realigning our business focus without any new business determined yet. Management does not believe past performance is indicative of future performance.
Assets
As at June 30, 2026, we had total assets of $0.
As at December 31, 2025, we had total assets of $0.
There were no operating activities during this quarter, and there were no changes in assets and liabilities compared to the previous quarter.
Liquidity and Capital Resources
As at June 30, 2026 (unaudited) | As at December 31, 2025 (audited) | |||||||
| Current assets | $ | – | $ | – | ||||
| Current liabilities | 22,475 | 17,525 | ||||||
| Working capital (deficit) | $ | (22,475 | ) | $ | (17,525 | ) | ||
As at June 30, 2026, we had current assets of $0 and working capital of $-22,475. We have incurred operating losses since inception, and this is likely to continue in the foreseeable future.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
| 14 |
Product Research and Development
There is currently no expenditure anticipated for product research and development.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the twelve-month period ending December 31, 2026.
Contingencies and Commitments
We had no contingencies or long-term contractual obligations as at December 31, 2025, or as at the six month period ended June 30, 2026.
Cashflows from Operating Activities
For the six-month period ended June 30, 2026 and 2025, net cash used in operating activities was $0 and $399, respectively.
Cashflows from Investing Activities
For the year ended December 31, 2025 , and for the six-month period ended June 30, 2026 and 2025 we did not have any investing activities.
Cashflows from Financing Activities
For the six-month period ended June 30, 2026 and 2025, net cash provided by financing activities was $0 and $0, respectively.
We have no current commitment from our Officer and Director or any other financier to supplement our operations or provide us with financing in the future. If we are unable to raise capital from an offering, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results.
In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.
We had cash on hand of $0 as of June 30, 2026.
Going Concern
As shown in the accompanying unaudited condensed financial statements, the Company has an accumulated deficit of $132,962 since inception, a working capital deficit of $17,525 as at December 31, 2025, and a working capital deficit of $22,475 as at June 30, 2026. These conditions, among others, together with the cessation of its historical operating activities and lack of defined new business plans, raise substantial doubt about the Company’s ability to continue as a going concern.
The unaudited condensed financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
| 15 |
Critical Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. It also requires management to exercise its judgment in the processing of applying our company’s accounting policies. Our company regularly evaluates estimates and assumptions related to deferred income tax valuation allowances. Our company bases its estimates and assumptions on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The impacts of such estimates and judgments are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates and judgments are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Revenue Recognition
Our company derives revenue from the sale of seasonings. In accordance with ASC 606, “Revenue Recognition”, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the amount is fixed and determinable, and collectability is reasonably assured.
Inventory
Inventory is comprised of work-in-process and finished goods relating to the production and distribution of seasonings and is recorded at the lower of cost or net realizable value on a first-in first-out basis. Our company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future and market conditions.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.
ASU 2023-09 Income Taxes (Topic 740)
In December 2023, the FASB issued ASU 2023-09, which mandates enhanced income tax disclosures, including a disaggregated tax rate reconciliation and more detailed information on taxes paid. The Company will adopt the standard for its fiscal year beginning December 1, 2025, and expects no material impact on its results of operations.
ASU 2023-07 Segment Reporting (Topic 280)
In November 2023, the Financial Accounting Standards Board issued ASU 202307, Segment Reporting (Topic 280), which expands segment disclosure requirements, including for entities with a single reportable segment.
The Company operates as a single reportable segment and does not expect a material impact from adoption of this standard.
| 16 |
ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements
In December 2025, the FASB issued ASU 2025-11, which clarifies interim reporting disclosure requirements. The standard is effective for fiscal years beginning after December 15, 2027 for public entities. The Company does not expect this update to have a material impact on its financial statements.
ASU 2025-12 Codification Improvements
In December 2025, the FASB issued ASU 2025-12, which makes various narrow-scope improvements to the Accounting Standards Codification. This update is effective for annual periods beginning after December 15, 2026. The Company does not expect the adoption of this standard to have a material impact on its financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
Management has conducted, with the participation of our president (our principal executive officer and our principal accounting officer and principal financial officer), an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2026 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of June 30, 2026, our company’s internal control over financial reporting was not effective based on present company activity. In the course of making our assessment, we identified a material weakness in our internal control over financial reporting. This material weakness consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of our company. The relatively small number of staffs who have bookkeeping and accounting functions prevents us from segregating duties within our financial reporting.
This quarterly report does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only the management’s report in this quarterly report.
Changes in Internal Control Over Financial Reporting
During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 17 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us, except for the following:
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
No Unregistered sales of Equity Securities.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended June 30, 2026,
Item 6. Exhibits
| Exhibit Number | Description | |
| (3) | Articles of Incorporation and Bylaws | |
| 3.1 | Articles of Incorporation (Incorporated by reference from the Form S-1 registration statement filed on April 10, 2023) | |
| 3.2 | Bylaws (Incorporated by reference from the Form S-1 registration statement filed on April 10, 2023) | |
| (10) | Material Contracts | |
| 14.1 | Code of Ethics (Incorporated by reference from the Form S-1 registration statement filed on April 10, 2023) | |
| (31) | Rule 13a-14(a)/15d-14(a) Certifications | |
| 31.1* | Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer | |
| (32) | Section 1350 Certifications | |
| 32.1* | Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer |
* Filed herewith.
| 18 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LEGEND SPICES, INC. | |||
| (Registrant) | |||
| Dated: August 31, 2026 | /s/ Qihui Wang | ||
| Qihui Wang | |||
| Chairman, President, Chief Executive Officer, | |||
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
| 19 |