10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended June30, 2025.

Or

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

For the transition period from  ________________to ________________

Commission File Number

000-56712

LEGEND SPICES, INC.
(Exact name of registrant as specified in its charter)
Nevada	38-4247159
---	---
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
14 Kajaznuni Street, Apt. 70, Yerevan Armenia	0070
(Address of principal executive offices)	(Zip Code)

+374 (99) 432000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of exchange on which registered
N/A	N/A	N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-Accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐     No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each

of the issuer’s classes of common stock, as of the latest practicable date. 6,850,000 common shares issued and outstanding as of November 6, 2025.

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	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
SIGNATURES		20

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited condensed financial statements for the three-months and six-months period ended June 30, 2025 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 Consolidated Balance Sheets

		****	December 31,		****
		****	2024		****
ASSETS
Current assets
Cash in Bank	–		$	789
Accounts Receivable	–			2,454
Inventories	–			695
Total current assets	–			3,938
Total assets	–		$	3,938
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable and current liabilities
Income and other taxes payable	156		$	204
Accounts payable	2,125			2,064
Due to related parties	5,300			69,717
Total current liabilities	7,581			71,985
Total liabilities	7,581			71,985
Commitments and Contingencies	–			–
STOCKHOLDERS' DEFICIT
Preferred stock, 0.0001 par value; 50,000,000 shares authorized; zero shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	–			–
Common stock, 0.0001 par value; 500,000,000 shares authorized; 6,850,000 and 6,850,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.	2,350			2,350
Additional paid in capital	109,271			39,554
Other comprehensive loss	(1,116	)		(726	)
Accumulated deficit	(118,086	)		(109,225	)
Total stockholders' deficit	(7,581	)		(68,047	)
Total liabilities and stockholders' deficit	–		$	3,938

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed financial statements.

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Legend Spices, Inc.

Unaudited Condensed Consolidated Statements of Operations

Quarter ended

****	June 30, 2025 (3 months)		****	June 30, 2024 (3 months)		****	June 30, 2025 (6 months)		****	June 30, 2024 (6 months)		****
Sales	$	–		$	1,217		$	644		$	2,986
Cost of Goods sold		–			767			359			2,058
Gross profit / (Loss)		–			450			285			928
Operating expenses
Wages and benefits		–			771			254			1,515
Professional Fees		5,300			12,317			5,567			17,211
Sales and marketing		–			29			–			29
General and administration		–			17			26			33
Total operating expenses		5,300			13,134			5,847			18,788
Net Loss from operations		(5,300	)		(12,684	)		(5,562	)		(17,860	)
Other expenses
Loss on Impairment of Inventory		–			–			572			–
Bad Debt Expense		–			–			2,727			–
Total Other Expenses		–			–			3,299			–
Net Loss before income taxes		(5,300	)		(12,684	)		(8,861	)		(17,860	)
Income taxes		–			–			–			–
Net Loss	$	(5,300	)	$	(12,684	)	$	(8,861	)	$	(17,860	)
Foreign currency loss		(42	)		(476	)		(390	)		(1,410	)
Net comprehensive loss	$	(5,342	)	$	(13,160	)	$	(9,251	)	$	(19,270	)
Net loss per common share
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares
Basic and diluted		6,850,000			6,850,000			6,850,000			6,850,000

* Net loss is less than $0.001 per share.

The accompanying notes are an integral part of these unaudited condensed financial statements.

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Legend Spices, Inc.

Unaudited Condensed Consolidated Statement of Stockholders' Deficit

****	Common Stock 0.0001<br> Par Value			****		****		****	****		****	****		****
****	Shares	Amount		Additional Paid-in Capital		Other comprehensive loss		****	Accumulated Deficit		****	Total Stockholders' Deficit		****
Stockholders' Deficit December 31, 2024		$	2,350	$	39,554	$	(726	)	$	(109,225	)	$	(68,047	)
Related party debt forgiveness<br><br> <br>(capital contribution)			–		69,717		–			–			69,717
Net loss for the period			–		–		–			(8,861	)		(8,861	)
Foreign currency loss			–		–		(390	)		–			(390	)
Stockholders' Deficit June 30, 2025		$	2,350	$	109,271	$	(1,116	)	$	(118,086	)	$	(7,581	)
Stockholders' Deficit December 31, 2023		$	2,350	$	39,554	$	(801	)	$	(78,152	)	$	(37,049	)
Net loss for the period			–		–		–			(17,860	)		(17,860	)
Foreign currency loss			–		–		(1,410	)		–			(1,410	)
Stockholders' Deficit June 30, 2024		$	2,350	$	39,554	$	(2,211	)	$	(96,012	)	$	(56,319	)

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed financial statements.

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Legend Spices, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

****	6 months		****	12 months		****
****	June 30,		****	June 30,		****
****	2025		****	2024		****
OPERATING ACTIVITIES
Net income loss	$	(8,861	)	$	(17,860	)
Changes in:
Inventories		695			(690	)
Receivables		2,454			727
Accounts Payable		61			(767	)
Due to Related Parties		5,300			–
Accruals		(48	)		37
Net cash used by operating activities		(399	)		(18,553	)
FINANCING ACTIVITIES
Related party note borrowings		–			20,548
Net cash provided by financing activities		–			20,548
NET CHANGE IN CASH		(399	)		1,995
Foreign Currency change		(390	)		(1,410	)
CASH, Beginning		789			16
CASH, Ending	$	–		$	601
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Interest paid	$	–		$	–
Income taxes paid	$	–		$	–
Non-cash investing and financing activities:
During the quarter ended June 30, 2025, a related party forgave debt owed by the Company totaling $69,717, which was recorded as a capital contribution to additional paid-in capital	$	69,717		$	–

The accompanying notes are an integral part of these unaudited condensed financial statements.

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Legend Spices, Inc.

Notes to Unaudited Condensed Financial Statements for six months period ended June 30, 2025

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 that Mr. Mkrtchyan sold his shares of the Company on March 29, 2025, and is no longer a related party, We have discontinued our operations in Armenia and are in the process of realigning our business focus without any new business determined yet.

The Company can currently be understood as a shell company for the time being.

The discontinuation of Armenian operations does not affect the Company’s legal status as a Nevada-incorporated entity, and the Company will continue to maintain its corporate existence in accordance with the Nevada Business Corporation Act.

2.	Significant accounting policies:
(a)	Basis of presentation:
---	---
(i)	Basis of accounting
---	---

These unaudited condensed financial statements have been prepared in accordance with US GAAP and are in accordance with US GAAP*.*

(ii)	Non-publicly accountable enterprises

Accounting for financial instruments, which require all financial instruments, including financial derivatives and certain embedded derivatives, to be recorded at fair value. These financial instrument standards also prescribe other presentation, measurement and disclosure requirements. Accordingly, the Company continues to apply the measurement, recognition, presentation and disclosure standards permitted for non-publicly accountable enterprises.

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| --- | | (b) | 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.

c)	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.

(d)	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.

(e)	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.

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| --- | | 3. | Going Concern: | | --- | --- |

As shown in the accompanying unaudited condensed

consolidated financial statements, we have an accumulated deficit of $118,086 since inception, and a working capital deficit of $68,047 as at December 31, 2024 and a working capital deficit of $7,581 as at June 30, 2025. These conditions among others raise substantial doubt as to our ability to continue as a going concern. In response to these conditions, we intend to raise capital through our offering. The unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

4.	Advances from/to shareholders:

As of March 31, 2025, Khachatur Mkrtchyan, the

Company's single largest shareholder, had waived the Company's debt of $69,717.

In total, $69,717 of forgiven debt was recorded

as an increase in Additional Paid-In Capital under U.S. GAAP.

As of June 30, 2025,the "Due to Related Parties"

balance includes $5,300 USD owed to Qihui Wang for audit fees .

5.	Earnings per share
Schedule of net earnings per share
---	---	---	---	---	---	---	---	---
****	June 30, 2025 (6 months)		June 30, 2024 (6 months)		June 30, 2025 (3 months)		June 30, 2024<br><br> <br>(3 months)
Weighted average number of common shares
Basic and diluted		6,850,000		6,850,000		6,850,000		6,850,000
*	Net loss is less than $0.001 per share.
---	---
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.

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| --- | | (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.

(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.

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| --- | | 7 | Income taxes: | | --- | --- |

The components of the Company’s provision for federal income tax for the periods ended June 30, 2025 and 2024 consist of the following:

Schedule of provisionfor federal income tax
	June 30,<br> <br>2025			June 30,<br> <br>2024
Federal income tax benefit attributable to:
Current operations	$	118,086		$	96,012
Less: valuation allowance		(118,086	)		(96,012	)
Net provision for federal income taxes	$	–		$	–

The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:

Schedule of deferred tax assets
	June 30,<br> <br>2025			June 30,<br> <br>2024
Deferred tax asset attributable to:
Net operating loss carryover	$	24,798		$	20,163
Less: valuation allowance		(24,798	)		(20,163	)
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 $118,086 as of June 30, 2025, for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

8.	Recent Accounting Pronouncements:

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU and determined that its adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company.

Company management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

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| --- | | 9. | Employees: | | --- | --- |

Suzanna, the only employee, resigned on January 31, 2025, and there is currently no new employee handling operations.

10.	Subsequent Events:

No subsequent events.

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Item 2. Management’s Discussion and Analysisof 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 business offices are currently located at 14 Kajaznuni Street, Apt. 70 Yerevan 0070, Armenia. Our telephone number is +374 (99) 432000 and our email is info@legendspices.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.

Our Current Business

As of March 29, 2025, there has been a significant change in the control of Legend Spices, Inc. (the “Company”). Khachatur Mkrtchyan, the single largest shareholder of the Company, has entered into a transaction to transfer all his interests in the Company to Ms. Qihui Wang and a group of investors. The transactions has been completed on April 8, 2025.

We have discontinued our operations in Armenia and are in the process of realigning our business focus without any new business determined yet.

The Company can currently be understood as a shell company for the time being.

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Results of Operations

For the periods of six months ended June 30,2025 compared with June 30, 2024.

The following table summarizes our operating results

for the six-month and three-month periods ending June 30, 2025 and ended June 30, 2024:

	Three-month period ended<br> <br>June 30,<br> <br>2025<br> <br>(unaudited)			Three-month period ended<br> <br>June 30,<br> <br>2024<br> <br>(unaudited)			Six-month period ended<br> <br>June 30,<br> <br>2025<br> <br>(unaudited)			Six-month period ended<br> <br>June 30,<br> <br>2024<br> <br>(unaudited)
Revenue	$	–			1,217		$	644			2,986
Cost of Sales		–			767			359			2,058
Expenses		5,300			13,134			9,146			18,788
Net Loss	$	(5,300	)		(12,684	)	$	(8,861	)		(17,860	)

Revenue and Cost of Sales

During the three-month period ended June 30, 2025, we had no revenue or cost of sales, compared to revenue of $1,217 and cost of sales of $767 for the same period in 2024.

For the six-month period ended June 30, 2025, we generated revenue of $644, representing a 78.43% decrease from $2,986 in the corresponding period of 2024. Cost of sales for the 2025 six-month period was $359, compared to $2,058 in 2024. This resulted in a gross margin of $285 (calculated as revenue minus cost of sales) for the six months ended June 30, 2025, which accounted for 44.25% of the six-month revenue and represented a 69.29% decrease from the prior year.

Our revenue is primarily derived from the sale of seasoning products. Cost of sales mainly consists of ingredients (55%) and packaging (45%).

There are minimal revenues and management cannot offer any assurance that we will continue to generate revenues as our revenues are affected by factors such as the success of our marketing efforts, the size of our customer base, consumer’s preferences and general economic conditions.

Expenses

The total expenses for the three-month period ended June 30, 2025, were $5,300, compared to $13,134 for the same period in 2024.

During the six month period ended June 30, 2025, we incurred expenses of $9,146. We incurred 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.

During the six month period ended June 30, 2024, we incurred expenses of $18,788, primarily consisting of general and administrative expenses.

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.

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Assets

---

As at March 31, 2025, we had total assets of $0 .

Due to the change in ownership, the Company has discontinued its operations in Armenia. For the inventory with a book value of $572 that is no longer sold or used, its net realizable value (NRV) has been written down to 0, and a Loss on Inventory Write-Down has been recognized. As the Company no longer has a bank account and management has determined that the accounts receivable with a book value of $2,727 are uncollectible, a full Bad Debt Expense has been recognized.

As at June 30, 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<br> <br>June 30,<br> <br>2025<br> <br>(unaudited)			As at<br> <br>December 31,<br> <br>2024<br> <br>(audited)
Current assets	$	–			3,938
Current liabilities		7,581			71,985
Working capital (deficit)	$	(7,581	)		(68,047	)

As at June 30, 2025, we had current assets of $0 and working capital of $-7,581. We have incurred operating losses since inception, and this is likely to continue in the foreseeable future.

Off-Balance Sheet Arrangements

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

Product Research and Development

There is currently no expenditure anticipated for product research and development.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve-month period ending December 31, 2025.

Contingencies and Commitments

We had no contingencies or long-term contractual obligations as at December 31, 2024, or as at the six month period ended June 30, 2025.

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Cashflows from Operating Activities

---

For the six-month period ended June 30, 2025 and 2024, net cash used in operating activities was $399 and $18,553, respectively.

Cashflows from Investing Activities

For the year ended December 31, 2024 and 2023, and for the six-month period ended June 30, 2025 and 2024 we did not have any investing activities.

Cashflows from Financing Activities

For the six-month period ended June 30, 2025 and 2024, net cash provided by financing activities was $0 and $20,548, 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, 2025.

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Going Concern

As shown in the accompanying unaudited condensed consolidated financial statements, we have an accumulated deficit of $118,086 since inception, and a working capital deficit of $68,047 as at December 31, 2024 and a working capital deficit of $7,581 as at June 30, 2025.  These conditions among others raise substantial doubt as to our ability to continue as a going concern.  In response to these conditions, we intend to raise capital through our offering.  The unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

We have discontinued our operations in Armenia and are in the process of realigning our business focus without any new business determined yet.

The Company can currently be understood as a shell company for the time being.

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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

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU and determined that its adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company.

The Company does not believe that other standards, which have been issued but are not yet effective, will have a significant impact on its financial statements.

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Item 3. Quantitative and Qualitative DisclosuresAbout 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 Controlsand 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, 2025 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, 2025, 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 FinancialReporting

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.

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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 Securitiesand 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, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (Incorporated by reference from the Form S-1 registration statement filed on April 10, 2023)
3.2	Bylaws (Incorporated by reference from the Form S-1 registration statement filed on April 10, 2023)
(10)	Material Contracts
14.1	Code of Ethics (Incorporated by reference from the Form S-1 registration statement filed on April 10, 2023)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer.

* Filed herewith.

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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: November 28, 2025	/s/ Qihui Wang
	Qihui Wang
	Chairman, President, Chief Executive Officer,
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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EXHIBIT 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Qihui Wang, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Legend Spices, Inc.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Quarterly Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 28, 2025
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/s/ Qihui Wang
Qihui Wang<br><br> <br>President, Chief Executive Officer, Chief<br> Financial Officer, Secretary, Treasurer, and Director<br><br> <br>(Principal Executive Officer, Principal<br> Financial Officer and Principal Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Khachatur Mkrtchyan, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Legend Spices, Inc.<br> for the interim period ended June 30, 2025 (the "Report") fully complies with the requirements of Section 13(a)<br> or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Legend Spices, Inc.
Dated:  November 28, 2025
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	/s/ Qihui Wang
	Qihui Wang
	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
	Legend Spices, Inc.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Legend Spices, Inc. and will be retained by Legend Spices, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.