UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
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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 | 16 | |
| Item 4. | Controls and Procedures | 16 | |
| 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 | 19 | |
| SIGNATURES | 20 | ||
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited condensed financial statements for the three-months and nine-months period ended September 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
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash in Bank | $ | $ | ||||||
| Accounts Receivable | ||||||||
| Inventories | ||||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| LIABILITIES | ||||||||
| Accounts payable and current liabilities | ||||||||
| Income and other taxes payable | $ | $ | ||||||
| Accrued Expenses | ||||||||
| Accounts payable | ||||||||
| Due to related parties | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding as of September 30, 2025 and December 31, 2024, 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 Consolidated Statements of Operations
Period ended
| September 30, 2025 (3 months) | September 30, 2024 (3 months) | September 30, 2025 (9 months) | September 30, 2024 (9 months) | |||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||
| Cost of Goods sold | ||||||||||||||||
| Gross profit / (Loss) | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Wages and benefits | ||||||||||||||||
| Professional Fees | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| 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 | ||||||||||||||||
* Net loss is less than $0.001 per share.
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
Legend Spices, Inc.
Unaudited Condensed Consolidated Statement of Stockholders’ Deficit
| Common Stock | Additional | Other | Total | |||||||||||||||||||||
| $0.001 Par Value | Paid-in | comprehensive | Accumulated | Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | loss | Deficit | Deficit | |||||||||||||||||||
| Stockholders’ Deficit December 31, 2024 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Related party debt forgiveness (capital contribution) | – | |||||||||||||||||||||||
| Net loss for the period | – | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency loss | – | ( | ) | ( | ) | |||||||||||||||||||
| Stockholders’ Deficit September 30, 2025 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Stockholders’ Deficit December 31, 2023 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Net loss for the period | – | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency loss | – | ( | ) | ( | ) | |||||||||||||||||||
| Stockholders’ Deficit September 30, 2024 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
Legend Spices, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
| September 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net income loss | $ | ( | ) | $ | ( | ) | ||
| Changes in: | ||||||||
| Inventories | ( | ) | ||||||
| Receivables | ||||||||
| Accounts Payable | ( | ) | ||||||
| Due to Related Parties | ||||||||
| Accruals | ||||||||
| Net cash used by operating activities | ( | ) | ( | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Related party note borrowings | ||||||||
| Net cash provided by financing activities | ||||||||
| NET CHANGE IN CASH | ( | ) | ||||||
| Effect of exchange rate on cash | ( | ) | ( | ) | ||||
| Cash at the beginning of the period | ||||||||
| Cash at the end of the period | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 6 |
Legend Spices, Inc.
Notes to Unaudited Condensed Financial Statements for nine months period ended September 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.
| (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.
| 7 |
| (c) | Inventories: |
Inventories (WIP and finished goods) 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.
| 3. | Going Concern: |
As shown in the accompanying unaudited
condensed financial statements, we have an accumulated deficit of $
| 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 $
In total, $
As of September 30, 2025,the “Due to Related
Parties” balance includes $
| 8 |
| 5. | Earnings per share: |
| Schedule of earnings per share | ||||||||||||||||
| September 30, 2025 (9 months) | September 30, 2024 (9 months) | September 30, 2025 (3 months) | September 30, 2024 (3 months) | |||||||||||||
| Weighted average number of common shares | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
| * | 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.
| (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.
| 9 |
| (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 September 30, 2025 and 2024 consist of the following:
| Schedule of provision for federal income tax | ||||||||
September 30, 2025 | September 30, 2024 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current operations | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| 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:
September 30, 2025 | September 30, 2024 | |||||||
| 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 $
| 10 |
| 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.
| 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.
| 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 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 [email protected].
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.
| 12 |
Results of Operations
For the periods of nine months ended September 30, 2025 compared with September 30, 2024.
The following table summarizes our operating results for the nine-month and three-month periods ending September 30, 2024 and ended September 30, 2025:
Three-month period ended September 30, 2025 (unaudited) | Three-month period ended September 30, 2024 (unaudited) | Nine-month period ended September 30, 2025 (unaudited) | Nine-month period ended September 30, 2024 (unaudited) | |||||||||||||
| Revenue | $ | – | $ | 1,566 | $ | 644 | $ | 4,552 | ||||||||
| Cost of Sales | – | 958 | 359 | 3,016 | ||||||||||||
| Expenses | 5,776 | 6,970 | 14,922 | 25,758 | ||||||||||||
| Net Loss | $ | (5,776 | ) | $ | (6,362 | ) | $ | (14,637 | ) | $ | (24,222 | ) | ||||
Revenue and Cost of Sales
During the nine-month period ended September 30, 2025, we generated revenues of $644 (representing 14% of the previous year’s amount) with cost of sales of $359, resulting in a gross margin of $285. This gross margin accounted for 44% of our nine-month revenues, compared to a gross margin of 34% for the nine-month period ended September 30, 2024. We generated revenues primarily from the sale of our seasoning products. The cost of sales primarily consisted of the 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 nine-month period ended September 30, 2025, were $14,922, compared to $25,758 for the same period in 2024.
During the nine-month period ended September 30, 2025, we incurred total expenses of $14,922. We incurred general and administrative expenses of $26, wages and benefits of $254, professional fees of $11,343, loss on impairment of inventory of $572, and bad debt expense of $2,727.
During the nine-month period ended September 30, 2024, we incurred total expenses of $25,758. We incurred general and administrative expenses of $40, wages and benefits of $2,304, professional fees of $23,385, and sales and marketing expenses of $29.
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 March 31, 2025, we had total assets of $0 .
| 13 |
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 September 30, 2025, we had total assets of $0.
There were no operating activities during this quarter, and there were no changes in assets compared to the previous quarter.
Liquidity and Capital Resources
As at September 30, 2025 (unaudited) | As at December 31, 2024 (audited) | |||||||
| Current assets | $ | – | 3,938 | |||||
| Current liabilities | 13,367 | 71,985 | ||||||
| Working capital (deficit) | $ | (13,367 | ) | (68,047 | ) | |||
As at September 30, 2025, we had cash of $0 and working deficit of $13,367. 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 no expenditure anticipated for product research and development over the twelve-month period ending September 30, 2025.
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 nine month period ended September 30, 2025.
Cashflows from Operating Activities
For the nine-month period ended September 30, 2025 and 2024, net cash used in operating activities was $389 and $ 23,289, respectively.
| 14 |
Cashflows from Investing Activities
For the year ended December 31, 2024 and for the nine-month period ended September 30, 2025 we did not have any investing activities.
Cashflows from Financing Activities
For the nine-month period ended September 30, 2025 and 2024, net cash generated from financing activities was $0 and $24,919, 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 September 30, 2025.
Going Concern
As shown in the accompanying unaudited condensed financial statements, we have an accumulated deficit of $123,862 since inception, and a working capital deficit of $68,047 as at December 31, 2024 and $13,367 as at September 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 financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern..
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.
| 15 |
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.
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 September 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 September 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.
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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.
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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 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 September 30, 2025,
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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. | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and included in exhibit 101). |
* 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) | |||
| Date: December 23, 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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