LSEB 10-K
LSEB Creative Corp. (LSEB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
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| Large accelerated filer | o | Accelerated filer | o |
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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
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USE OF CERTAIN DEFINED TERMS
Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” “the Company” or “LSEB Creative” are to the combined business of LSEB Creative Corp.
In addition, unless the context otherwise requires and for the purposes of this report only
| · | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; |
| · | “SEC” refers to the United States Securities and Exchange Commission; |
| · | “Securities Act” refers to the Securities Act of 1933, as amended; |
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TABLE OF CONTENTS
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PART I
ITEM 1. BUSINESS
General
LSEB Creative Corp., was incorporated in the State of Wyoming on April 3, 2019. On August 3, 2023, the Company incorporated its wholly-owned subsidiary 1000615000 Ontario Corp, an Ontario corporation, and on September 12, 2023 filed articles of amendment to changed its name to LSEB Creative Corp (Ontario). Our business office is located at 30 N. Gould St. #4000, Sheridan, WY 82801. Our telephone number is 647-328-8267. We were founded by Lauren Bentley, who serves as our President and Director, and Jordan Starkman who serves as the Company’s CFO and director.
The Company is a specialty retailer that offers men and women elevated swimwear designs, constructed with the highest quality materials and techniques. With the recent substantial growth seen in the swimwear industry, our affluent, contemporary target market is in search of assortment and impressive concepts. By offering a new concept to swimwear; gender-coordinating collections that allow the wearer to look and feel powerful, partnered or individually, we will capture this new, sought-after space within the market. Our priority is to design products that offer superior fit, performance, and comfort while incorporating both function and fashionability. Our strategy is to capitalize on these existing opportunities in the luxury swimwear market through the development and growth of our web site www.laurenbentleyswim.com, and wholesaler partnerships on a global scale. We believe eCommerce will allow our target market convenient and easy access to our products while effectively building brand awareness and entry into new markets. We are committed to building a highly recognized brand, offering captivating customer experiences that drive long-term loyalty. By focusing on these key areas and tactics, we will successfully align ourselves with our target market and profit accordingly.
We are confident in our ability to operate cost efficiently and compete in a highly saturated market by addressing the observed opportunity. LSEB will capture a new space within the market, which is in need of innovation and quality options. Majority of existing swimwear brands have similar strategies, providing consumers with trend-driven styles and fair quality at a mid-high tier price bracket, representing a similar structure to fast fashion. Focusing on luxury swimwear items for both men and women, LSEB’s collection will embody its affluent, contemporary target market entirely. The individual men’s and women’s sub-collections will be coordinating, as the partnered portion of our target market values looking well put-together as a couple, as well as individually. The physical presence of our collection has the following defining attributes; fine details and finishings, alluring silhouettes, coordinating pieces between the men’s and women’s sub-collections.
LSEB’s designs are highly influenced by ready-to-wear fashions. Our intention is that individually, our designs are versatile enough that they can exceed their intended purpose; swimming and lounging, making appearances in the customer’s daily wardrobe. To ensure the highest quality in fabrics, hardware and embellishments, LSEB will put emphasis on the sourcing process for each individually item. Newest technologies in fabrics and manufacturing will be utilized in design and production stages, and may include technologies such as, quick drying finishes or shapewear fabric. From goods to packaging and labeling, the brand identity has been absolutely thought through and is evident across all areas.
Our mission is to become a single source of innovative luxury swimwear for our target market. The Company has recognized the sales and profit potential of luxury swimwear for men and women, as consumers are willing to invest in the swimwear category and seek new brands and product assortment. We strive to offer consumers the highest quality products with a new fashion-forward, innovative outlook to swim fashion.
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LSEB is dedicated to being a dominant provider of luxury swimwear globally, and known for:
| · | Highest quality products and services | |
| · | Accurate, efficient and quality customer service | |
| · | Honesty, integrity and continually adding value to its customers, partners and associates. |
From inception to March 31, 2026 we have incurred an accumulated deficit of $774,530. Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. The Company has recently commenced sales, but has limited operating history. The ability of the Company to continue as a going concern depends upon its ability to raise adequate financing and develop profitable operations. If we cannot generate sufficient revenues from our services, we may have to delay the implementation of our business plan. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations and growth. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.
The Company is actively seeking financing for its current business operation. The Company is optimistic that the financing will be secured and the going concern risk will be removed. Any capital raised will be through a private placement and will result in the issuance of shares of common stock from the Company’s authorized capital.
We do not consider our self a blank check company and we do not have any plan, arrangement, or understanding to engage in a merger or acquisition with any other entity. We do not consider ourselves a blank check company, as we have a specific business plan and have moved forward with our business operations including commencing sales in the 3rd quarter ended December 31, 2023.
Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Swimwear Market Trends
The Company believes the outlook for the swimwear industry, and LSEB in particular, is very promising. Swimming is one of the most popular leisure and fitness activities globally. The demand for swimwear is increased by consumers’ interest in swimming and the number of family beach vacations, which fuels the market’s expansion. Furthermore, the swimwear market is expanding due to consumers leading healthier lifestyles and participating in more water sports like swimming. In addition, factors including the rise in women’s demand for high-end swimwear, the expansion of public and private swimming facilities, and the adoption of e-commerce platforms all contribute to the market’s rapid progress. Product demand is being driven by the global increase in population and product innovation to meet the need for specialized clothing for water sports and poolside or beachside vacations.
Over the next several years, LSEB is expected to benefit significantly from certain favorable demographic and industry trends. Based on SkyQuest’s global research, in the sports & swimwear segment, the product volume is expected to amount to 4,376.4m pieces by 2028, and it’s anticipated to show a volume growth of 3.8% in 2025. Such substantial growth projections indicate lucrative opportunities for market participants active in the swimwear market. According to SkyQuest, the women’s swimwear application segment held a 52.4% revenue share in 2022 and is projected to witness lucrative growth to reach 57.6% by 2028 with a CAGR of 6.2%. Women are buying more swimsuits because they want to look chic at the beach or pool. Innovative product ranges are in high demand in the global women’s swimwear market. It has inspired manufacturers to release cutting-edge swimwear, like swimsuits that block damaging U.V. radiation and smart swimwear. Thus, the development of the swimsuit market as a whole will benefit from these novel products.
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North America is predicted to reach 32.5% of the market share in the coming years. The United States is the most important market in North America for swimwear. The market in this region will grow faster than the market in Europe. The rising number of people participating in swimming activities will aid the growth of the swimwear market in North America in addition to an ongoing rise in leisure goods spending. The Asia Pacific region has positioned itself as the largest regional market for swimwear products. Population growth, rising health awareness, and product innovation are expected to fuel market expansion in the region’s developed economies. Furthermore, domestic growth in water sports and fitness participation among developing countries such as China and India is expected to influence regional market growth positively.
The Global Swimwear Market Size was valued at 20.2 billion USD in 2025-2026, and it is expected to reach a value of 34 billion USD by 2032, at a CAGR of 5.8% over the forecast period (2025-2033). Specifically, the women’s segment dominates this market, accounting for over 65% of the share in 2025. It is clear that consumers are not only willing to invest in swimwear goods, but are seeking new brands and product assortment. The swimwear market is being driven by the rising rate of global population and product innovation to meet the need for specialized clothes for water activities and vacations by the pool or beach. It is expected that consumers will acquire various types of swimsuit goods based on their comfort, activities, and fashion appeal as a result of rapid changes in fashion trends and a rise in disposable money. Women from many cultures are becoming more and more interested in designer swimwear that enhances the slimming effect and gives value-added features such as practical cuts and fashionable designs. The growth of the spa and beauty sectors as well as rising female demand for specialty swimwear are in part driving the swimwear and beachwear market. Swimming is thought to be the most well-liked sport and leisure activity. Growing fitness concerns among people of all ages are boosting interest in swimming as the finest physical activity. In turn, this is laying the groundwork for the mass purchasing of swimwear products. The market is also being driven by growing technical and process innovation in developed economies. The market has grown as a result of the development of numerous types of sophisticated fabrics that maintain their colour for a longer amount of time and are resistant to chlorine.
The luxury swimwear market in Asia and Latin America is experiencing notable growth, driven by rising disposable incomes, evolving fashion preferences, and increased tourism. In 2024, the Asia-Pacific luxury swimwear market is valued at approximately USD 5.4 billion, accounting for about 23% of the global market. It’s projected to grow at a CAGR of 8.0% from 2024 to 2031. China: Valued at USD 2.43 billion in 2024, with a projected CAGR of 7.5%. Growth is fueled by increased domestic demand and a shift towards local brands. India: Market size of USD 649 million in 2024, expected to grow at a CAGR of 6.8%. Southeast Asia: Valued at USD 373 million in 2024, with a projected CAGR of 9.0%, indicating significant growth potential. The region is witnessing a surge in online retail channels, with luxury brands collaborating with local influencers and designers to cater to cultural preferences.
Asia-Pacific and Latin America, Middle East and Africa (LAMEA) collectively contributed a global market share of over 30 percent in 2024. Asia-Pacific individually is projected to grow at a “significant” CAGR of 8.4 percent. Key players in the global swimwear industry include Haddow Group Plc, Nike Inc., Boardriders, Inc., Arena Italia S.p.A., O’Neill, Inc., Swimwear Anywhere, Inc., Adidas AG, Gap Inc., Phillips-Van Heusen Corporation (PVH Corp.), and Perry Ellis International Inc (Allied Market Research). Recent movement in the industry includes Perry Ellis International, Inc., entering into Nike Swim distribution agreements in Latin America with R1 Sports Ltda in Brazil, Uldin SA in Argentina, Uruguay and Paraguay, Superdeporte Plus Peru S.A.C in Peru, Bolivia, and Ecuador.
Luxury in Swimwear
As of 2025, luxury accounted for 12-14% of the women’s swimwear market. By 2028, the market share is expected to grow to 18-22%, with most-stocked brands being Eres, Solid & Striped, and Melissa Obadash. Luxury e-commerce platforms, such as Farfetch and Matches, have increased their women’s swimwear offerings from anywhere between 288 – 349%. Market forecasters believe that it’s the global luxury e-commerce retailers who will be most successful in expanding the swimwear category (Edited.com).
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Travel and Tourism
Travel and tourism is one of the world’s largest industries, reaching a global economic contribution (direct, indirect and induced) of a record $11.7 trillion in 2025. According to recent data obtained by IATA (International Air Transportation Association), approximately 35% of vacationing Americans had intentions of travelling internationally to destinations that require swimwear attire in 2025, which is a 9% increase from 2020. The average consumer is changing their spending habits, and travel is benefiting as a result. In addition to these statistics, there is also a growing social trend of spending on experiences, such as travel, rather than tangible goods. Several factors contribute to this trend:
Seeking happiness and fulfillment: Research suggests that experiences tend to provide longer-lasting happiness compared to material possessions. People are realizing that investing in experiences can lead to more meaningful and fulfilling lives.
Social media influence: Platforms like Instagram and Facebook have made it easier for people to share their experiences with others. This can create a desire to partake in similar experiences, driving the popularity of travel and other experiential activities.
Changing priorities: Many individuals, particularly millennials and younger generations, prioritize experiences over material possessions. They value creating memories and having unique adventures over accumulating belongings.
Status symbol: Experiences are increasingly becoming a status symbol. Sharing stories about exotic travels or unique experiences can convey social status and cultural capital.
Ease of access: With advancements in technology and travel infrastructure, experiencing different cultures and destinations has become more accessible and affordable for many people.
This shift in spending habits has implications for various industries, including travel, hospitality, entertainment, and leisure. Companies are adapting their offerings to cater to this growing demand for experiences, creating new opportunities in the market. With tourism and travel expected to continue growing at consistent rate to 2025, the swimwear industry is sure to reflect a similar advance.
Strategy
The Company’s business strategy is designed to drive sales growth, maximize gross margin dollars and operating cash flow, capitalize on cost reduction opportunities and build customer loyalty, thereby strengthening the Company’s position as a leading swimwear provider. The company will rely on the efficiency of our supply and distribution chain for the successful implementation of its business strategy. Key elements of this strategy include:
Diverse Product Selection
Our product assortment will be narrow and curated, showcasing various styles and patterns that will be well received and understood by our customers. While establishing ourselves within the luxury sector, our products will follow a competitive pricing strategy.
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Strong Customer Service
Customer satisfaction is of upmost importance to us, which is why we provide a range of services to educate and tailor support to each customer, both directly and through third parties. These services will be provided online as well as through our 1-800-701-8561. Additionally, we acknowledge the importance of customer feedback and intend on adopting it when improvements are needed.
Strengthening LSEB’s Leadership Position in the Swimwear Industry
Favorable industry trends, such as those described in General, provide the Company with continued opportunities to capitalize on its strengths in providing high quality swimwear and building trust with its customers, while simultaneously educating the customer. The Company intends to strengthen its leadership position in this high-growth category by improving operations, enhancing the quality of swimwear products provided to its customers, and cultivating a welcoming, professional work environment, which we believe ultimately attracts superior staff. These initiatives will best position the Company to maximize profits and customer retention. The Company also intends to build market share in the swimwear category by offering consistently innovative and quality products that ensure customer satisfaction, maintaining open communication with customers, and offering the added convenience of an efficient distribution strategy.
Driving Sales and Profitability
By focusing on the constant development and improvement of our product offering, sales platforms, marketing and overall business strategy, the Company will achieve highest profitability. The following tactics will ensure leverage in the industry;
| · | Early adoption of developments in fabric and production technologies or trend | |
| · | Expansion of product categories | |
| · | Consistent, innovative marketing campaigns | |
| · | Adopting latest technologies as they pertain to marketing and eCommerce |
Enhancing Operating Efficiencies to Maintain Strong Competitive Position
LSEB’s operating margin will grow steadily through the successful implementation of centralized distribution and other key activities, and a focus on maximizing gross margin dollars. The Company plans to realize additional operating efficiencies both at the corporate level and within its e-commerce site, which will give the Company the flexibility to offer increased value to its customers and strengthen its competitive position in the industry. In keeping with our commitment to being a low-cost operator, the Company believes it can further leverage its buying power to realize additional efficiencies in areas such as supply chain, and capital expenditures.
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Increase our Brand Awareness
We are continuing to increase brand awareness and customer loyalty through our consistent marketing efforts and planned web and mobile advertising expansion. Our campaign-focused marketing programs are designed to reinforce the premium image of our brand and our connection with consumers. LSEB Creative has built a comprehensive paid advertising initiative targeting both North American and international markets. Utilizing major platforms such as Meta (Facebook and Instagram), Pinterest, and Google, the Company aims to significantly broaden the brand’s audience reach.
Introduce New Product Technologies
We will continue to focus on developing and offering products that incorporate technology-enhanced fabrics and style features that differentiate us in the market and broaden our customer base. We believe that incorporating new technologies, providing advanced features and using differentiated manufacturing techniques will reinforce the authenticity and appeal of our products, ultimately driving sales growth.
Broaden the Appeal of our Products
We will selectively seek opportunities to expand the appeal of our swimwear line and improve productivity to increase our overall market share. This includes our post launch plans to expand our product offering in categories such as beachwear and men’s daywear.
Operations
Product
Our product design and development efforts are led by Lauren Bentley and include a team of designers based in the US and abroad who are dedicated to premium quality. Our design and development team identifies trends based on market intelligence and research, proactively seeks the input of our target market and broadly seeks inspiration consistent with our goals of fit, style and function superiority. As we strive to provide our customers with intricately designed and skillfully constructed garments, our team works closely with our suppliers to ensure specifications are reached. We will partner with independent inspection, verification, and testing companies, who conduct a variety of tests on our fabrics, testing performance characteristics including retention, abrasion resistance, colorfastness, and sun damage. We offer premium swimwear that is optimized for fit, comfort, functionality and style. By combining functionality with elevated design, our brand not only has strong consumer appeal, but also attracts a growing core of consumers that desire swimwear suited to their lifestyles. We believe our superior quality and technically advanced products allow us to maintain premium price points and encourage repeat purchases among our customers.
Design and Styling
Focusing on luxury swimwear items for both men and women, LSEB’s collection embodies its affluent, contemporary target market entirely. The individual men’s and women’s sub-collections are coordinating, as the partnered portion of our target market values looking well put-together as a couple. The physical presence of our collection has the following defining attributes; fine details and finishings, alluring silhouettes, coordinating pieces, and a runway-ready look. The designs are highly influenced by ready-to-wear fashions Our intention is that individually, our designs are versatile enough that they can exceed their intended purpose - swimming and lounging, making appearances in the customer’s daily wardrobe. To ensure the highest quality in fabrics, hardware and embellishments, LSEB will put emphasis on the sourcing process for all items individually. Newest technologies in fabrics and manufacturing will be utilized in design and production stages, and may include technologies such as, quick drying finishes or shapewear fabric. From goods to packaging and labeling, the brand identity has been absolutely thought through and is evident across all areas.
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Adjustability, Fit, and Sizing
We believe the authenticity of our products is driven by a number of factors. These factors include our inspired design process, our use of technical materials, our sophisticated manufacturing methods and our innovative product features.
LSEB is wholly committed to developing garments that enhance the customer’s body, evoking feelings of empowerment and boldness. Technologically advanced fabrics, techniques, and adjustable features, will collectively result in a truly tailored fit, unmatched by anyone.
Women’s
Adjustability functions that appear in some of our women’s designs include adjustable shoulder straps, tie-back straps, and hook & eye bra closures. Additional notable fir features include shapewear inserts, underwire or floating underwire to give added support, and molded cups. Each women’s SKU is designed and constructed with the intention of enhancing the female figure. Sizing scales to vary based upon individual styles but will categorize as one of the following; numeric sizing (Ex: 2-18) or bra sizing (Ex: 32B/C – 38 B/C).
Men’s
Our goal is not to reconstruct, but to enhance the fit and styling of men’s swimwear currently on the market. We believe that men desire and deserve a perfectly fitting swim garment, just as women do. An example our improvements includes the addition of hidden, inner drawstring to our swim trunks, which will reinforce the zipper and snap closure, ensuring security during use. Other styles include waist fasteners on either side of the body, which allow the wearer to further adjust the garment, creating a tailored fit. Our technologically advanced stretch net lining conforms to the body without restriction for optimal comfort. Along with these features, our size offering, which will be numeric (Ex: 26-40) and inseam length options (Ex: 4.5” or 6.5”), will provide the perfect fit for every man.
Pricing Strategy
LSEB will follow a competitive pricing strategy; the process of selecting strategic price points to best take advantage of a product-based market relative to competition. We comprehend the trials and tribulations that come with launching a new brand in a conglomerate-ruled industry (luxury). Our competitive strategy will allow us to effectively reach our target market, build brand recognition, and establish unisons with our primary competitors. Following this introduction stage, we will look to restructure this pricing strategy to a premium pricing strategy to further create desirability among consumers.
Women’s
| · | One-piece or two-piece set; $220-450 USD | |
| · | Cover-up; $275-400 USD |
Men’s
| · | Swim trunk; $220-240 USD |
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Product Sourcing
We do not own or operate any manufacturing facilities. We instead choose to contract with third-party vendors for fabrics, trims, and garment manufacturing. We do not have any long-term contracts with our suppliers or manufacturing sources for the production and supply of noted components, as we believe in commissioning work where we will see exceptional results, which is constantly evolving. An additional way in which we ensure customers are receiving superior product is with our design and development team, who works closely with our suppliers to ensure the particular specifications of our products are met.
Our manufacturers are well versed in luxury fashion products and provide us with the skills and efficiency necessary to adapt to changing trends and new technologies. We plan to support future growth through multiple manufacturers. We have developed relationships with a number of our vendors and take great care to ensure that they share our commitment to quality and ethics. We do not, however, have any long-term agreements requiring us to use any specific manufacturer, and no manufacturer is required to produce our products in the long term. We require that all of our manufacturers adhere to a code of conduct regarding quality of manufacturing, working conditions and other social concerns. We will also work with a leading inspection and verification firm to closely monitor each supplier’s compliance to applicable law. In managing our sourcing relationships, Ms. Bentley has existing relationships with manufacturers and will continue to explore new vendors, making changes when and if necessary.
Our company stands for the highest level of quality, thus our materials and trims are sourced from various countries across the world; each geographic region and specific factory have individual capabilities, skills, and technologies. Our belief is to source based on quality, not ease. Manufacturing will take place in Europe, as this is where craftsmanship was born. Here we will find the best of swimwear, intimates, and dressmaking ateliers. The Company currently has relationships with the following suppliers Carvico USA Inc, Eurojersey S.p.A, Tessitura Taiana Virgilio S.p.A, Lampo by Ditta Giovanni Lanfranchi S.p.A,, and Chargeurs * PCC Fashion Technologies.
It is also worth noting that our millennial market values the longevity of a garment, as they are aware of the importance of sustainability in fashion. By sourcing based on quality, and manufacturing in small quantities at the most qualified factories in the world, we will be able to meet our market’s values and expectations.
Distribution
LSEB will be utilizing a multi-channel distribution strategy, which will include both B2B and B2C relationships. Our main distribution channel will be eCommerce, as it will ensure our highest profitable margins and allow immediate access for the consumers. Additionally, emphasis will be placed on establishing relationships with buyers and retailers worldwide, with the intension of pursuing a retail distribution channel following our introduction stage.
Technology
Our ecommerce platform is powered by a bespoke Wordpress website - developed by Stories Design Studio Ltd., - as Wordpress software is secure, easy to use, and offers features such as responsive web design, search engine optimization (SEO), and fully customized pages. It’s these key features that set Wordpress apart from other ecommerce software and has allowed us to build an advanced platform for our customers to shop.
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Because LSEB understands the importance of our customers and focusing our strategies based on their needs and wants, an advanced Customer Relationship Management system (CRM system) will play a critical role in the success of our business. The system will gather, organize, and analyze customer information and preferences, which will allow us to cater to each individual customer better. The advantage is improved efficiency and increase sales.
Marketing and Sales
Branding
Below is a glimpse of our Lauren Bentley Swimwear brand assets, to be seen across all marketing platforms and medias;
Primary Logo, in black –
Secondary Logo, in black –
Submark, in black –
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Marketing and Brand Recognition
Strategic communications are central to building and reinforcing the LSEB brand. Our advertising, marketing and public relations strategy will be established by the Company’s marketing team and, where appropriate, implemented with the support of industry professionals. The Company’s marketing communications strategy will focus on both brand awareness, as well as more traditional product/price advertising. Marketing imagery and content will focus primarily on product details and fit, as well as brand personality, exhibiting our competency and identity as a luxury brand. Focusing on the consistency and quality of our complete marketing mix will establish brand recognition, and ultimately LSEB as an industry leader.
Mobile and Web Marketing/Sales
One of the major market trends influencing the growth of the swimsuit industry is the expansion of online and omnichannel retail. The fastest-growing segment of the global retail industry is e-retailing. Because of the widespread usage of internet services, the stronger economy, and the advancement of purchase and delivery possibilities brought about by the emergence of e-commerce, online shopping through smart devices has become increasingly popular over time. The importance of omnichannel retailing has grown as a viable substitute for interacting with customers both online and offline. In turn, this will fuel the expansion of the swimwear market over the coming years.
Through our research we found that 67% of the buying process now takes place digitally (Digital Marketing Institute). We plan to capitalize on this evidence by directing majority of our focus towards content, processes, and analytics across these channels. Our eCommerce website was built bespoke by our favored marketing agency, Stories Design Studio Ltd. Website optimization, striking content, and the development of an omni-channel experience is our primary focus. Modern day consumers are most likely to stay engaged when digital information and content is quick to access and easily understood. Consistency and interconnection across all digital platforms, including web and mobile, are essential to the natural growth of our brand and sales. Additional web and mobile tactics, such as reduced clicks, eye-catching content, and aesthetically pleasing graphic design, are utilized to guarantee customer satisfaction. By implementing said tactics and regularly updating our platform with fresh content, the Company will ensure consistent traffic and sales.
Below you will see mobile and web design images;
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Email Marketing
In 2025, email remains the leading communication channel for consumers, placing it as an important focus for the Company. Great emphasis will be put on composing and expanding our Email List, communicating with the regularly to tease sneak-peaks, new product information, and any additional marketing campaigns. By doing so, we will secure an audience among our target market and create excitement and desirability around the brand. To gain said Email List, we will draw on A) industry contacts, B) prompt consumers with an opt-in form available and linked to all web and mobile outlets, and C) an Email Marketing Service such as Drip, which focuses on intelligent marketing automation to convert visitors into subscribers. These tactics, along with others, will successfully capture our audience and ensure tailored, consistent communication as our brand expands.
Event Marketing
The Company plans to host an event to raise awareness of the brand, generate excitement, and most importantly, showcase the collection. It will be attended by industry professionals, potential buyers, press, influencers, and supporters. The collection will be presented as an ongoing runway show throughout the evening. Location, décor, food and drinks, and music will be thoughtfully chosen in order to best represent the brand’s overall style and values.
Direct Mail
Our strategy for direct mail focuses on PR packages. The packages will include a selection of products from the collection, brand information, and a personalized note. This will be sent to influencers that embody the brand, such as fashion’s favorite couple Negin Mirsalehi and Maurits Stibbe (Instagram; negin_mirsalehi and m_stibbe), power couple Desi Perkins and Steven Perkins (Instagram; desiperkins and stevenperkins), and female entrepreneur Audrey Leighton Rogers (@frassyaudrey). These influencers, along with others, would then wear and document themselves wearing our product on their social media platforms. This strategy is expected to have great impact brand recognition and sales, as these influencers often have reach of one-million plus followers worldwide.
Print Advertising
Although it may seem print advertising is diminishing with today’s technology, the fashion industry and its consumers remain appreciative and continue to invest in the tactile sensation of printed media. Accordingly, print advertising will play an important part in our strategy, with focus on securing featured advertising in various fashion publications across the world. By establishing healthy relationships with industry professionals and hosting them at our future event, we will then be able to nurture further conversations regarding potential publication features.
Marketplace
Competition
General
The market for swimwear is highly competitive. In conjunction with increasing competition from established companies that are expanding their production and marketing, we are seeing an influx of new entrants to the market.
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LSEB believes it will be well positioned to compete against many swimwear brands by concentrating on providing high levels of professional service and focusing on improving customer satisfaction and guidance. The Company believes that consumers will pay for its value-added services and will be attracted to its premium selection of men’s and women’s swimwear products. Competition in the luxury swimwear industry is based principally on brand image and recognition as well as product quality, innovation, style, distribution, and price. We believe that we can successfully compete based on our premium brand image and our innovative product. We also believe our ability to introduce new product innovations and combine versatility and fashion will set us apart from our competitors.
Many swimwear products are available to our customers from a number of retailers. In addition, our competitors could obtain exclusive rights from manufacturers to market particular products.
Significant price reductions by our competitors could result in a similar reduction in our prices. Any of these competitive pressures may materially adversely affect our operating results.
Generally speaking, specialty swimwear brick and mortar retail stores focus on low to mid-end inexpensive lines. High-end or luxury department stores best cater to our target market, but also provide very little price comparison or depth of product. They tend to offer small collections of few select brands, which does not allow much option for consumers.
Women’s
The women’s swimwear market has become increasingly saturated with brands that embody similar brand personas and business models. Generally speaking, these brands offer trend-driven styles, average fit and construction standards, at mid-high tier pricing. These brands tend to lack concise business or marketing plans and relying on social media marketing for sales conversions. While this may prove successful during the rise of the swimwear industry, it will not ensure long-term success or profitability. Although, such repetition has revealed an untouched area in the market; a consumer base that values an air of sophistication and exclusivity.
Men’s
In contrast to women’s, the total market share for men’s swimwear is comprised of few brands. Athletic brands and global fashion houses are the leading suppliers of men’s swimwear, with few additional options falling in-between. Historically, male consumers have valued few choices, ease of purchase, and brand recognition. However, during the last five years, we have seen this shift considerably. It’s become evident that men have come to value the art of shopping, and particularly appreciate experiential shopping experiences. This matured consumer mentality among men urges the industry to react by offering fresh designs and unparalleled customer experiences and service.
Current Alternatives
Note; the following Competitive Analysis examines the Company’s decided primary competitors. Each company is considered a Primary Competitor based on the following shared elements; Product Offering, Price Point, Target Market, and Quality
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Amaio Swim – Women’s Line
Analysis
Amaio is a Los Angeles based brand that aims to break the traditional swim and resort space by merging swimwear with runway fashions. Designed for the cosmopolitan woman, the brand places a large emphasis on creating the next generation of “Après Swim”, a term that refers to activities following swimming and the attire associated with it. This concept, along with their soaring prices, allows Amino to hone in on an extremely niche market, and in return, has exceptional customer loyalty.
The company uses a premium pricing strategy, similar to LSEB, however their prices are extremely high in relation to majority of brands in the industry. This is mainly due to the intricate construction of their designs, as well as the heritage mills they source fabrics from. However, these factors also cause large variances in prices across each commodity (maillot, two-piece, resort wear). By reducing the number of price points across each commodity, the customer’s perceived value from one item to the next will be more in-line. A clear and concise pricing strategy is easier for consumers to understand and allows them to feel comfortable with their purchase.
With digital sales increasing at an unfathomable rate, it is important that modern retail businesses concentrate on expanding their reach and sales via digital platforms. Although Amaio swimwear utilizes strong, brand-focused visual content on their social media platforms, it is clear by their number of followers that these platforms do not have high conversion rates. With only 19.8K followers on Instagram, Amaio may want to consider social media growth strategies to increase traffic and conversion rates, as well as brand recognition.
ERES Paris
Analysis
ERES Paris was founded in the late 1960’s when Irène Leroux made the courageous decision to carry swimsuits year-round after haven taken over her parent’s sport shop. Along with offering this commodity year-round, the company became a leader in the industry through their early adoption of Lycra and introduction of “mix-and-match” swimwear sets, which allowed women to better personalize their fit and look. The brand focuses on offering exceptional quality goods in simplistic silhouettes that complement the female body, which has positioned them as a staple swimwear retailer in the industry.
Chanel Groupe acquired ERES Paris in 1996, which was a fitting partnership, as the two brands gained popularity from their timeless, polished, feminine looks. Unlike Chanel, who continues to incorporate innovative fashion items into their assortment, ERES strictly focuses on simplistic designs and refrains from offering fashion items. This narrow assortment results in a missed market amongst women looking for statement swimwear.
ERES practices vertical integration, which allows the company to avoid additional surcharges and fees related to manufacturing, duties, freight, etc. The company currently offers lingerie loungewear, and accessories in addition to swimwear. It’s likely that ERES will look to expand their product category offering in future to gain additional business and customers. As a result of being vertically integrated, introducing new commodities could result in the hire of an additional specialized team, or sourcing new supplier with little to know previously stablished relationships.
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Orlebar Brown – Men’s Line
Analysis
Notable for bringing the concept of tailored clothing to men’s swimwear, Orlebar Brown is a staple in the industry. As the first brand of their kind, the company was able to quickly gain a customer following. But it is their consistency in product quality and customer focus that has allowed them to obtain the robust level customer loyalty they have to this day. The company is most widely known for their quirky “Snap Short”, which is a featured photograph printed swim short each season.
The company was established in 2007, but has since been acquired by Chanel Inc. in 2018, which has provided them with extensive resources, financial support, and recognition. The company’s assortment has grown from an exclusive swim short offering to additional categories, such as men’s resort wear and accessories, as well as kidswear. The company has a definite opportunity in expanding their assortment with new commodities and/or markets, such as women’s swimwear or men’s ready-to-wear.
Between their progressive ecommerce website, seven bricks and mortar stores, as well as countless wholesalers across the world, Orlebar Brown’s reach is extremely impressive and effective. Where the company has opportunity to increase reach is by undertaking an Experiential Marketing strategy, which could include more frequent, innovative events with customers or enhancing the traditional bricks and mortar environment to be more engaging or interactive for the customer.
Frescobol Carioca
Analysis
Influenced by the Brazillian landscape and denizens, or otherwise known as “Cariocas”, Frescobol Carioca offers a range of luxury lifestyle products; Men’s swimwear being the majority. The brand was founded in 2009 with a strong focus on environmentalism, quality, and ultimately allowing their customers to “live like a Carioca”.
Frescobol Carioca has increased their brand recognition through collaborations with world-renowned companies, such as Louis Vuitton and Eden Rock Hotel. Although such collaborations have increased the company’s business, it is evident that they did not successfully market these ventures and therefore did not take full advantage of the opportunity. Although the company has powerful social media outlets, it is their ecommerce that is lacking curated content and fresh graphic design. By upgrading their ecommerce and harmonizing their various platforms, Frescobol Caricoa would increase communication, customer traffic, and time spent on the platform.
Due to Frescobol Carioca’s focus on environmental impact, they use an artisanal approach by running limited quantities of the items in their collections. Concepts such as this create great urgency for customers to buy, however it also prevents potential sales above and beyond the quantities produced. By producing larger quantities and shipping more stock to wholesalers and bricks and mortar locations, the brand could profit from additional sales rather than selling-out.
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Our Competitive Strengths
LSEB will be well positioned to maintain healthy competition with brands. Notable competitive strengths include concept and assortment, high-functioning eCommerce platform, and our adept management team. Competition in the luxury swimwear industry is based principally on brand image and recognition as well as product quality, innovation, style, distribution, and price. We understand and hold the delicate balance of these factors necessary to find success in our industry.
Below are the strengths that differentiate the Company and are viewed internally as critical to our success;
Premium Swimwear Brand
LSEB aims to be the leading destination for both men’s and women’s luxury swimwear. We believe customers will associate the LSEB brand with high-quality, premium swimwear that incorporates technically advanced materials, innovative designs, and precise garment construction, providing the best fit for our consumers. We believe our focus on coordinating men’s and women’s sub-collections differentiates us from competitors and positions LSEB to address a void in the growing market. The nature of our premium brand will be reinforced by our B2C retail strategy and selective distribution through high-end retailers and hotel resort boutiques. We believe this approach allows us to further control our brand image and merchandising.
Distinctive E-Commerce Experience
We have designed our website with consumers in mind, focusing on easy navigation, eye-catching visuals, and elaborate product details. By incorporating tactics such as responsive web design, Search Engine Optimization (SEO), and advanced Customer Relationship Management system (CRM system), we strive to offer a seamless shopping experience for our customers. These tactics will allow us to gather, organize, and analyze customer information and preferences, helping us cater to each customer and their individual needs.
Innovative Design Process
We attribute our ability to develop superior products to a number of factors, including: our customer-driven design process; our collaborative relationships with third-party suppliers and manufacturers to develop finest-constructed and technically advanced products; and our multi-channel retail strategy that allows us to integrate both customer and retailer feedback into our product.
Experienced Management Team
Our founder and Chief Executive Officer, Lauren Bentley, leads our design team and plays a central role in corporate strategy and promoting our distinctive corporate culture. After graduating from post-secondary school with an Advanced Diploma in Fashion Business Management, she quickly climbed the ladder of her career through hands-on experience, finding employment of various capacities in the fashion industry. Her industry experience includes sales, design, sourcing, distribution, and finance. Ms. Bentley will assemble a management team with a complementary mix of retail, design, operations, product sourcing and marketing experience from leading swimwear and retail companies. We believe our management team will be well positioned to execute the long-term growth strategy for our business.
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Target Market
Primary
Demographic
| · | Females 30-40 years and males 32-42 years; Millennial generation | |
| · | Single or with long-term partner/fiancé, but not yet married | |
| · | Lives in a 1-2 income family | |
| · | Graduated from college or university with a diploma, degree, or MBA | |
| · | Working in Business, Fashion, Marketing, Tech, or a related field | |
| · | Often an Entrepreneur with their own successful small to mid-sized company or established as a senior role in a large company | |
| · | Annual household income of $160,000 – 240,000 USD | |
| · | Mode of transportation is a personal or family vehicle of approximately $60,000 – 90,000 USD in value |
Geographic
| · | Urban areas internationally | |
| · | Living in an 800+ square-foot condo in the downtown core of a city, or in 3+ bedroom home in the suburbs |
Psychographic
| · | Self-motivated, business-oriented individuals that place importance on self-presentation, their relationships, and discovering the “finer things” life has to offer | |
| · | Hobbies include learning new technologies, reading, yoga and fitness classes, nutrition, traveling, shopping, and discovering new restaurants |
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| · | Day-to-day style can be described as elevated modern-day business attire, while weekend or casual attire consists of on-trend, streetstyle items that provide comfortability | |
| · | Appreciates high-fashion but is also mindful quality, sustainability, and the overall value of a garment and are willing to pay for these attributes | |
| · | Travels often whether it be for business or pleasure and are willing to spend money on experiences |
Secondary
| · | Couples 40-50 years of age | |
| · | Married with 1+ children that are now living away from home | |
| · | Experiencing or considering early retirement and are going on more frequent vacations or living in hot climates for a portion of the year as a result | |
| · | Fashionable business moguls, investors, or those in significant corporate positions | |
| · | Find pride in maintaining their physical health and appearance despite aging | |
| · | Fashion is a passion or hobby of theirs, so they enjoy investing in their wardrobe | |
| · | Enjoy golfing, social events, vacationing, and hosting gatherings |
Inventory / Order Fulfillment / Distribution
We plan to utilize our current facility for storage and distribution purposes. This will allow the Company to hold inventory, fulfill orders, and process shipments within one facility, while optimizing space and time. The order fulfillment process entails, checking and monitor for incoming orders (during business hours), verifying product inventory availability and handling any clarifications with customer before charging their credit card. In addition, this same team screens all orders, ensuring the proper verification procedures and specifically ensuring receipt of proper (and fraud-proof) credit card information following our fraud screening steps. All orders placed by credit card are subject to address verification by our credit and fraud avoidance department, which, in some cases, may delay the processing of the order. Orders shipping to an address different from the billing address may require additional information in order to protect consumers against credit card fraud that is overwhelming the internet.
We currently operate and will distribute goods from our office in Toronto, Canada. Our facilities are leased or owed by third parties who allow us to utilize the space at no cost.
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Terms with Suppliers
We carry net 30 day terms with most of our suppliers and in some cases we work on a cash and carry basis where we pay the supplier upfront for a product. In addition, we negotiate separate payment and shipment terms with each supplier.
Website Product Management and Support
To streamline operations, we have an in-house team responsible for uploading new products and copy to the LSEB website. This team uploads data files and image feeds manually. Their responsibilities, include categorizing product correctly, guaranteeing that all products, images, and copy information are properly visible and located in correct sub-categories on our website, and making sure that the correct key word search terms are added in our shopping cart for each product.
Customer Inquiry Management
The operating team will handle inbound customer calls in the US and Canada during the working hours from 8-8 pm EST. We will begin extended hours and provide support service for International inquiries in the second half of our operating year once we develop quality level standards that are consistent across multiple markets. Said extended services will include a 24-hour global customers handling by phone, email and chat.
| · | Level 1 - Simple questions that can be answered on the spot – delivery costs and time, etc. | |
| · | Level 2 - More complex (Needs Analysis) questions such as availability, color, dimensions etc |
Customer - Privacy and Security
LSEB has created this privacy statement in order to demonstrate our firm commitment to privacy. The following discloses our information gathering and dissemination practices for this website;
We do not sell customer e-mail address or related information to third parties and unless customers opt-in to our Mailing List they will not receive advertising e-mails from us. We track IP addresses for security reasons to discourage fraudulent activity attempts. By doing so we are making our customer shopping experience more safe and secure.
Our site uses cookies to keep track of customer shopping carts for multiple purchases while shopping with us. We do not require our customers to open an account with us in order to shop, therefore each purchase session usually means you may need to re-enter your information.
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Our site’s registration form requires users to give us contact information, such as their name and email address, and unique identifiers. We use customer contact information from the registration form to send the user information about purchases that have been processed. The customer’s contact information is also used to contact the visitor when necessary if they have subscribed to the mail list. Users may opt-out of receiving future mailings by choosing to unsubscribe.
Returns
We have a general set of standards we use to manage our returns process. Returns are accepted for the full product credit if received within 15 days form the date of purchase. Merchandise returns are not accepted after 15 days from the date of purchase. LSEB provides the customer with a pre-paid delivery slip that can be found inside the package, meaning the customer can send back the products free of charge (hereafter, the “Prepaid Slip”), by sticking the Prepaid Slip on the return package and depositing it at a post office. No return fees will be refunded by LSEB to the customer if the customer decides not to use the Prepaid Slip that has been made available. Shipping cost refunds will not include reimbursing of the original shipping fees.
Each product must be returned new, in its original packaging. If the Product has lost value due to any handling other than to ascertain the nature and characteristics of the Product, LSEB reserves the right to refuse the refund or exchange of the Product. LSEB will not refund orders if any Products returned by the customer do not correspond to those ordered, or if they originate from anywhere other than the LSEB online boutique. Our Close-Out and Special Orders are not returnable.
Shipping
The shipping department within our warehouse will decide which shipping company to use for each particular shipment. For domestic shipment orders we will ship via FedEx, UPS Ground, United States Postal Service Priority Mail, or Canada Post Priority Mail depending on the size and weight of the order. Small orders generally ship Priority Mail. Large orders generally ship by FedEx. Very small orders, at our discretion, may be sent via First Class Mail with a reduced shipping and handling charge. The absolute minimum shipping and handling charge per order is $9.95.
International Shipments
Shipping charges for international orders vary greatly. For international shipping destinations not outlined on our eCommerce website, we have requested that customers email us with the items they are interested in buying with their address and the destination country. We respond to international customers with information on ordering, including shipping and handling charges. Long-term, LSEB is planning to expand its international shipping destination roster, at which time we will partner with FedEx CrossBorder and Mail Forwarding to service a broader range of international customers. FedEx CrossBorder works within a retailer’s e-commerce platform and shopping cart platform, offering tools to help with regulatory compliance, secure payment processing, multi-currency pricing and credit card fraud protection. As a U.S. e-retailer, selling outside the country will be as simple as a domestic transaction.
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Payment Handling
For our website business, LSEB accept all major credit cards in addition to PayPal through our ecommerce web site.
Warranties
Any other product defects are addressed on a case-by-case basis. Customers can call our Toll-Free telephone number and we will work to resolve their product warranty claims within the first 15 days.
Acquisitions
Consolidation Opportunities
The Company believes that it will be able to capitalize on the projected growth in the swimwear industry and on consolidation opportunities upon completion of this financing. The industry trends are expected to fuel continued growth, positioning LSEB to advance alongside it.
The fragmented nature of the North American swimwear marketplace provides a significant opportunity for LSEB to grow through strategic acquisition of privately operated eCommerce web sites.
Criteria and Process of Identification of Acquisitions
A strategy of the Company is to pursue opportunities to advance its business through the acquisition of privately operated eCommerce sites. However, there can be no assurance that suitable acquisition opportunities will be identified. The Company may adopt acquisition strategies that require it to seek additional financing. If LSEB is unable to obtain sufficient financing on satisfactory terms and conditions, it may not be able to maintain or increase its market share or expand its business.
Pursuing Strategic Acquisitions of Independent Swimwear Brands and ECommerce Sites
While LSEB’s goal is to be one of the largest swimwear suppliers, the fragmented nature of the marketplace provides a significant opportunity for LSEB to grow through the acquisition of independently operated swimwear lines, stores and e-commerce sites. Management believes the Company will be well positioned to acquire strategic sites from independent and banner operators by offering attractive opportunities to become a partner of the LSEB brand.
All potential acquisitions will be evaluated by management of the Company and will be subject to approval by the board of directors of the Company. The Company will pursue acquisitions or developments that meet the Company’s objective of acquiring swimwear brands with positive cash flow.
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Method of Financing Acquisitions
The Company proposes to use the proceeds from its offering, bank financing, issuance of treasury shares or other securities, private or public financing, joint venturing of projects or any combination thereof or other means to finance acquisitions. If treasury shares are issued, such issuance could result in a change in control or further dilution to shareholders. The Company aims to limit debt financing for all acquisitions to no more than 40% to 50% of the Common Shares equity.
Employees
As of March 31, 2026, we currently have one full time employee, Lauren Bentley, who does not have a formal employment agreement. We plan to hire additional employees as needed as the Company grows. In addition, Jordan Starkman is the CFO and he does not have a formal employment agreement. Furthermore, the Company has 2 consultants working for the Company related to financing activities, brand awareness, and design and patterns for the swimwear.
ITEM 1A. RISK FACTORS
You should carefully consider the risks described below before investing in our securities. Additional risks not presently known to us or that our management currently deems immaterial also may impair our business operations. If any of the risks described below were to occur, our business, financial condition, operating results, and cash flows could be materially adversely affected. In such an event, the trading price of our common stock could decline, and you could lose all or part of your investment. In assessing these risks, you should also refer to the other information contained in this prospectus, including our consolidated financial statements and related notes. The risks discussed below include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements.
Risks Related to Our Business and Industry
We have a limited operating history and no brand recognition that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company.
We were incorporated in Wyoming in April 3, 2019. With the exception of $101 in cash on March 31, 2026, we have no significant financial resources and limited revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history and limited brand recognition, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities.
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We will require financing to achieve our current business strategy and our inability to obtain such financing could prohibit us from executing our business plan and cause us to slow down our expansion of operations.
We will need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy. Such financing may not be available when needed. Even if such financing is available, it may be on terms that are materially averse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our capital requirements to implement our business strategy will be approximately $400,000. Moreover, in addition to monies needed to continue operations over the next twelve months, we anticipate requiring additional funds in order to implement our plan of operations. No assurance can be given that such funds will be available or, if available, will be on commercially reasonable terms satisfactory to us. There can be no assurance that we will be able to obtain financing if and when it is needed on terms we deem acceptable.
If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans for expansion. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition.
Our auditor has expressed substantial doubt as to our ability to continue as a going concern.
Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. From inception to March 31, 2026, we have incurred an accumulated deficit of $774,530, and as of the twelve months ending March 31, 2026 we have incurred a net loss of $59,985. If we cannot generate sufficient revenues from our services, we may have to delay the implementation of our business plan.
Our future success is dependent, in part, on the performance and continued service of Lauren Bentley, our officer and director. Without her continued service, we may be forced to interrupt or eventually cease our operations.
We are presently dependent to a great extent upon the experience, abilities and continued services of Lauren Bentley, our Company’s Officer and Director. We currently do not have an employment agreement with Ms. Bentley. The loss of her services could have a material adverse effect on our business, financial condition or results of operation.
We are selling our products in a highly competitive market and we are unsure as to whether there will be any consumer demand for our products.
The market for swimwear is highly competitive. We compete with companies that are larger and more capitalized than we are. Our competitors may be able to seize the same market opportunities that we are targeting. These competitors, either alone or with collaborative partners, may succeed in developing business models that are more effective or have greater market success than our own. The Company is especially susceptible to larger retailers that invest more money in marketing. Moreover, the market for our products is large but highly competitive. There is little or no hard data that substantiates the demand for our products or how this demand will be segmented. It is possible that there will be low consumer demand for our products, or that interest in our products could decline or die out, which would cause us to be unable to sustain our operations. The availability of swimwear supplies at lower or more competitive prices may cause potential customers to purchase products elsewhere, which would negatively impact our business.
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Our competitors may be able to achieve and maintain brand awareness and market share more quickly and effectively than we can. In contrast to a “grassroots” (low cost) marketing approach such as social media marketing, targeted content campaigns, and banner ads, many of our competitors promote their brands through traditional forms of advertising, such as print media and television commercials, and through celebrity endorsements, and have substantial resources to devote to such efforts. Our competitors may also create and maintain brand awareness using traditional forms of advertising more quickly than we can. Our competitors may also be able to increase sales in their new and existing markets faster than we do by emphasizing different distribution channels than we do, such as catalog sales or an extensive franchise network.
In addition, because we hold no patents or exclusive intellectual property rights in the technology, fabrics or processes underlying our products, our current and future competitors are able to manufacture and sell products with performance characteristics, fabrication techniques, and styling similar to our products.
Our ability to manage the life cycle of our brands and to remain current with fashion trends and launch new product lines successfully could impact the image and relevance of our brands.
Our success depends in part on management’s ability to effectively manage the life cycle of our brands and to anticipate and respond to changing fashion preferences and consumer demands and to translate market trends into appropriate, saleable product offerings in advance of the actual time of sale to the customer. Customer demands and fashion trends change rapidly. If we are unable to successfully anticipate, identify or react to changing styles or trends or we misjudge the market for our products or any new product lines, our sales will be lower, potentially resulting in significant amounts of unsold finished goods inventory. In response, we may be forced to increase our marketing promotions or price markdowns. These risks could have a material adverse effect on our brand image and reputation as well as our results of operations, financial condition and cash flows.
Our success depends on our ability to maintain the value and reputation of our brand.
Our success depends on the value and reputation of the LSEB brand. The LSEB name is integral to our business, as well to the implementation of our strategies for expanding our business. Maintaining, promoting, and positioning our brand will depend largely on the success of our marketing and merchandising efforts and our ability to provide a consistent, high quality product, and guest experience. We rely on social media, as one of our marketing strategies, to have a positive impact on both our brand value and reputation. Our brand and reputation could be adversely affected if we fail to achieve these objectives, if our public image was to be tarnished by negative publicity, if we fail to deliver innovative and high-quality products that are acceptable to our guests. Negative publicity regarding the sourcing or production methods of our suppliers or manufacturers could adversely affect our reputation and sales, forcing us to locate alternative suppliers or manufacturing facilities. Additionally, while we devote considerable efforts and resources to protecting our intellectual property, if these efforts are not successful, the value of our brand may be harmed. Any harm to our brand and reputation could have a material adverse effect on our financial condition.
If any of our products are unacceptable to us or our guests, our business could be harmed.
We may in the future receive shipments of products that fail to comply with our technical specifications or that fail to conform to our quality control standards. We also may in the future receive, products that are otherwise unacceptable to us or our guests. Under these circumstances, unless we are able to obtain replacement products in a timely manner, we risk the loss of net revenue resulting from the inability to sell those products and related increased administrative and shipping costs. Additionally, if the unacceptability of our products is not discovered until after such products are purchased by our customers, our customers could lose confidence in our products or we could face a product recall and our results of operations could suffer, potentially rusting in harm towards business, reputation, and brand.
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The ability to successfully deploy our business model is heavily dependent upon economic conditions in the United States and Canada.
The ability to successfully deploy our business model is heavily dependent upon the general state of the US and Canadian economy. We cannot assure you that favorable conditions will exist in the future. A general economic recession in the United States and Canada could have a serious adverse economic impact on us and our ability to obtain funding and generate projected revenues. Unfavorable economic conditions may lead guests to delay or reduce purchases of our products. Guest demand for our products may not reach our targets or may decline when there is an economic downturn or economic uncertainty in our key markets, particularly North America. Our sensitivity to economic cycles and any related fluctuation in consumer demand may have a material adverse effect on our financial condition.
Many of our products may be considered discretionary items for consumers. Some of the factors that may influence consumer spending on discretionary items include general economic conditions (particularly those in North America), high levels of unemployment, health pandemics (such as the impact of the current COVID-19 coronavirus pandemic, including reduced store traffic and widespread temporary store closures), higher consumer debt levels, reductions in net worth based on market declines and uncertainty, home foreclosures and reductions in home values, fluctuating interest and foreign currency rates and credit availability, government austerity measures, fluctuating fuel and other energy costs, fluctuating commodity prices, tax rates and general uncertainty regarding the overall future economic environment. As global economic conditions continue to be volatile or economic uncertainty remains, trends in consumer discretionary spending also remain unpredictable and subject to reductions due to credit constraints and uncertainties about the future. Unfavorable economic conditions may lead consumers to delay or reduce purchases of our products. Consumer demand for our products may not reach our targets, or may decline, when there is an economic downturn or economic uncertainty in our key markets, particularly in North America. Our sensitivity to economic cycles and any related fluctuation in consumer demand may have a material adverse effect on our financial condition.
Market conditions and trends
Across all markets, our business continues to be negatively influenced by macroeconomic conditions, including trade policies, shifting consumer demand, inflation, foreign currency fluctuations, and geopolitical instability. These factors have had varying effects across our markets and are expected to continue to impact our business throughout 2025 and beyond.
Import Tariffs
On April 2, 2025, the United States announced the implementation of a 10% baseline tariff on imports from nearly all countries with higher country-specific tariff rates scheduled to begin April 9, 2025. The implementation of country-specific tariffs was subsequently delayed to allow negotiations. Certain countries, including Vietnam, have announced trade deals with the United States and most negotiated tariff rates are higher than the 10% baseline rate. There has been significant volatility in U.S. tariff and customs policy, and trade negotiations between the United States and other countries are ongoing.
The United States also approved the One Big Beautiful Bill Act on July 4, 2025, which removed the de minimis exemption for low value shipments imported into the United States in 2027. On July 30, 2025, the President of the United States issued an executive order removing the de minimis exemption for all countries beginning August 29, 2025.
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These changes in the tariff landscape, including the de minimis removal, are expected to have a significant adverse effect on our business and results of operation. The countries from which we source the majority of our products are now subject to higher tariffs on imports into the United States. Further, the majority of our sales to U.S. e-commerce guests are currently fulfilled from distribution center in Canada, and historically a significant proportion of these orders qualified for the de minimis exemption. The removal of this exemption increases the cost of fulfilling those orders, and we anticipate a significant reduction in our sales, gross margin and operating margin.
Our reliance on suppliers to provide materials for and to produce our products could cause problems in our supply chain.
We do not manufacture our products or the raw materials for them and rely instead on suppliers. Many of the specialty fabrics used in our products are technically advanced textile products developed and manufactured by third parties and may be available, in the short-term, from only one or a very limited number of sources. We work with a limited group of suppliers to provide the fabrics for our products. We work with a group of approximately 2 vendors that manufacture our products. We have no long-term contracts with any of our suppliers or manufacturing sources for the production and supply of our fabrics and garments, and we compete with other companies for fabrics, raw materials, and production.
We may experience, a significant disruption in the supply of fabrics or raw materials from current sources and we may be unable to locate alternative materials suppliers of comparable quality at an acceptable price, or at all. In addition, if we experience significant increased demand, or if we need to replace an existing supplier or manufacturer, we may be unable to locate additional supplies of fabrics or raw materials, or we may be unable to locate any supplier or manufacturer with sufficient capacity to meet our requirements, to fill our orders in a timely manner, or on terms that are acceptable to us. Identifying a suitable supplier is an involved process that requires us to become satisfied with its quality control, responsiveness and service, financial stability, partnership, and labor and ethical practices. Even if we are able to expand existing or find new manufacturing or fabric sources, we may encounter delays in production and added costs as a result of the time it takes to train our suppliers and manufacturers in our methods, products, and quality control standards. Delays related to supplier or manufacturer changes could also arise due to an increase in shipping times if new facilities are located farther away from our markets or from other participants in our supply chain. Any delays, interruption or increased costs in the supply of materials or manufacture of our products could have an adverse effect on our ability to meet consumer demand for our products and result in lower net revenue and income from operations both in the short and long term.
We will be dependent upon third parties for the manufacture and supply of substantially all our products.
We will obtain substantially all our products from third-party suppliers. We do not expect to enter into long- term contracts with our suppliers. Therefore, suppliers may not provide the products we need in the quantities we request. Because we will not control the actual production of the products we intend to sell, we may be subject to delays caused by interruption in production based on conditions outside of our control. In the event that any of our intended third-party suppliers were to become unable or unwilling to continue to provide the products in required volumes, we would need to identify and obtain acceptable replacement sources on a timely basis. There is no guarantee that we would be able to obtain such alternative sources of supply on a timely basis, if at all. An extended interruption in the supply of any of our intended products, could have an adverse effect on our results of operations, which most likely would adversely affect the value of our common stock.
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Our sales and profitability may decline as a result of increasing product costs and decreasing selling prices.
Our business is subject to significant pressure on costs and pricing caused by many factors, including intense competition, constrained sourcing capacity and related inflationary pressure, pressure from consumers to reduce the prices we charge for our products, and changes in consumer demand. These factors may cause us to experience increased costs, reduce our prices to consumers, or experience reduced sales in response to increased prices. Any of which could cause our operating margin to decline if we are unable to offset these factors with reductions in operating costs and could have a material adverse effect on our financial conditions, operating results and cash flows.
If we are unable to anticipate consumer preferences and successfully develop and introduce innovative products, we may not be able to maintain or increase our sales and profitability.
Our success depends on our ability to identify and originate product trends as well as to anticipate and react to changing consumer demands in a timely manner. All our products are subject to changing consumer preferences that cannot be predicted with certainty. If we are unable to introduce new products and concepts in a timely manner, or our new products and concepts are not accepted by our customers, our competitors may introduce similar products in a timelier fashion, which could harm our goal to be viewed as a leader in the luxury swimwear market. Our new products may not receive consumer acceptance, as consumer preferences could shift rapidly to different types of swimwear or away from these types of products altogether, and our future success depends in part on our ability to anticipate and respond to these changes. Our failure to anticipate and respond in a timely manner to changing consumer preferences could lead to, among other things, lower sales and excess inventory levels. Even if we are successful in anticipating consumer preferences, our ability to adequately react to and address those preferences will in part depend upon our continued ability to develop and introduce innovative, high-quality products. Our failure to effectively introduce new products that are accepted by consumers could result in a decrease in net revenue and excess inventory levels, which could have a material adverse effect on our financial condition.
Increases in the cost of shipping or service issues with our third-party shippers could harm our business.
We pass through our shipping costs directly to our customers. We compete against store-front (retail) locations and if the shipping costs escalate whereby the cost is not prohibitive for the customer to shop online, we could potentially become less competitive, thereby affecting our sales. Accordingly, any significant increase in shipping rates could have an adverse effect on our operating results. Similarly, strikes or other service interruptions by those shippers could cause our operating expenses to rise and adversely affect our ability to deliver products on a timely basis.
Our results of operations could be materially harmed if we are unable to accurately forecast guest demand for our products.
To ensure adequate inventory supply, we must forecast inventory needs and place orders with our manufacturers based on our estimates of future demand for particular products. Our ability to accurately forecast demand for our products could be affected by many factors, including an increase or decrease in guest demand for our products or for products of our competitors, our failure to accurately forecast guest acceptance of new products, product introductions by competitors, unanticipated changes in general market conditions, and weakening of economic conditions or consumer confidence in future economic conditions. If we fail to accurately forecast guest demand, we may experience excess inventory levels or a shortage of products available for sale or for delivery to guests.
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Our fabrics and manufacturing technology generally are not patented and can be imitated by our competitors.
The intellectual property rights in the technology, fabrics, and processes used to manufacture our products generally are owned or controlled by our suppliers and are generally not unique to us. Our ability to obtain intellectual property protection for our products is therefore limited and we do not generally own patents or hold exclusive intellectual property rights in the technology, fabrics or processes underlying our products. As a result, our current and future competitors are able to manufacture and sell products with performance characteristics, fabrics and styling similar to our products. Because many of our competitors have significantly greater financial, distribution, marketing, and other resources than we do, they may be able to manufacture and sell products based on our fabrics and manufacturing technology at lower prices than we can. If our competitors do sell similar products to ours at lower prices, our net revenue and profitability could suffer.
Our business is affected by seasonality.
Our business is affected by the general seasonal trends common to the retail swimwear industry. This seasonality may adversely affect our business and cause our results of operations to fluctuate, and, as a result, we believe that comparisons of our operating results between different quarters within a single fiscal year are not necessarily meaningful and that results of operations in any period should not be considered indicative of the results to be expected for any future period. In addition, the Company plans to sell worldwide alleviating some of the seasonality risk.
Our revenues will depend on our relationships with capable sales personnel as well as customers, suppliers and manufacturers of the products that we distribute.
Our operating results will depend on our ability to maintain satisfactory relationships with qualified sales personnel as well as customers, suppliers and manufacturers. If we fail to maintain relationships with such persons or fail to acquire relationships with such key persons in the future, our business may be adversely affected.
The offering price of the shares should not be used as an indicator of the future market price of the securities. The offering price bears no relationship to the actual value of the company and may make our shares difficult to sell.
The facts considered in determining the offering price of $0.10 were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.
We may incur significant costs as a public company to ensure compliance with United States corporate governance and accounting requirements and we may not be able to absorb such costs.
We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.
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Our common stock is considered a penny stock, which is subject to restrictions on marketability, so you may not be able to sell your shares.
Our common stock is currently tradable in the secondary market, and we are subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which likely would make it difficult for our shareholders to sell their securities.
Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.
We Have No Plans to Pay Dividends.
To date, we have paid no cash dividends on our common shares. For the foreseeable future, earnings generated from our operations will be retained for use in our business and not to pay dividends.
We may be unable to effectively implement our business model and expand.
Our business model and growth and marketing strategy is predicated on its ability to introduce our products and services to the market. We cannot assure that we will be able to execute our business plan, introducing our products and services into new markets, that customers will embrace our products compared to competing products and services already well established in those markets, that any of the target markets will adopt our products and services, or that prospective customers will agree to pay the prices for our products and services in those new markets we plan to charge. In the event prospective customers resist our products and services and paying the prices we will charge, the Company’s business, financial condition, and results of operations will be materially and adversely affected.
We may incur significant debt to finance our operations.
There is no assurance that the Company will not incur debt in the future, that it will have sufficient funds to repay its indebtedness, or that the Company will not default on its debt, jeopardizing its business viability. Furthermore, the Company may not be able to borrow or raise additional capital in the future to meet the Company’s needs or to otherwise provide the capital necessary to conduct its business.
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The Company has not established consistent methods for determining the consideration paid to management.
The consideration being paid by the Company to its CEO, Ms. Bentley, has not been determined based on arm’s length negotiation. While management believes that Ms. Bentley’s current compensation arrangement is fair for the work being performed, there is no assurance that the consideration to management reflects the true market value of her services. Additionally, in the future, the Company may grant net profits interests to its executive officers in addition to stock options, which may further dilute shareholders’ ownership of the Company.
In the course of business, the Company may incur expenses beyond what was anticipated.
Unanticipated costs may force the Company to obtain additional capital or financing from other sources or may cause the Company to lose its entire investment in the Company if it is unable to obtain the additional funds necessary to implement its business plan. There is no assurance that the Company will be able to obtain sufficient capital to implement its business plan successfully. If a greater investment is required in the business because of cost overruns, the probability of earning a profit or a return of shareholder investment in the Company is diminished.
The Company will rely on management to execute the business plan and manage the Company’s affairs.
Under applicable state corporate law and the By-Laws of the Company, the officers and directors of the Company have the power and authority to manage all aspects of the Company’s business. Shareholders must be willing to entrust all aspects of the Company’s business to its directors and executive officers.
There is no assurance the Company will always have adequate capital to conduct its business.
The Company will have limited capital available to it. If the Company’s entire original capital is fully expended and additional costs cannot be funded from borrowings or capital from other sources, then the Company’s financial condition, results of operations and business performance would be materially adversely affected.
We may encounter difficulties managing any growth, and if we are unable to do so, our business, financial condition and results of operations may be adversely affected.
Upon the successful launch of our website and commencement of sales, as our operations grow, the simultaneous management of development, production and commercialization across our target markets will become increasingly complex and may result in less than optimal allocation of management and other administrative resources, increase our operating expenses and harm our operating results.
Our ability to effectively manage our operations, growth and various projects across our target markets will require us to make additional investments in our infrastructure to continue to improve our operational, financial and management controls and our reporting systems and procedures and to attract and retain sufficient numbers of talented employees, which we may be unable to do effectively. We may be unable to successfully manage our expenses in the future, which may negatively impact our gross margins or operating margins in any particular quarter.
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We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.
Our Articles of Incorporation authorize the issuance of 500,000,000 shares of common stock, par value $0.0001 per share, of which 16,376,300 shares are issued and outstanding as of March 31, 2026. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then-existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
Our common shares are subject to the “Penny Stock” rules of the SEC, and the trading market in our securities will likely be limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:
| · | That a broker or dealer approve a person’s account for transactions in penny stocks; and | |
| · | The broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quality of the penny stock to be purchased. |
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
| · | Obtain financial information and investment experience objectives of the person; and | |
| · | Make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. |
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:
| · | Sets forth the basis on which the broker or dealer made the suitability determination; and | |
| · | That the broker or dealer received a signed, written agreement from the investor prior to the transaction. |
Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
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Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.
Secondary trading in common stock may not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.
We may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.
Because our directors, Ms. Bentley and Mr. Starkman, own a majority of our outstanding common stock, they could authorize our Board of Directors to determine the relative rights and preferences of preferred shares without further stockholder approval. As a result, our Board of Directors could then authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as a holder of common stock.
We may seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing capital stock.
We may finance our operations and develop strategic relationships by issuing equity or debt securities, which could significantly reduce the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences and privileges senior to those of our existing stock. Moreover, any issuances by us of equity securities may be at or below the prevailing market price of our stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our stock to decline.
We have used an arbitrary offering price.
The private placement price of $0.10 per share of common stock was arbitrarily determined by the Company and is unrelated to specific investment criteria, such as the assets or past results of the Company’s operations. In determining the offering price, the Company considered such factors as the prospects, if any, of similar companies, the previous experience of management, the Company’s anticipated results of operations, and the likelihood of acceptance of this offering.
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There may be deficiencies with our internal controls that require improvements, and if we are unable to adequately evaluate internal controls, we may be subject to sanctions by the SEC.
We are exposed to potential risks from legislation requiring companies to evaluate internal controls under Section 404a of the Sarbanes-Oxley Act of 2002. As a smaller reporting company and emerging growth company, we will not be required to provide a report on the effectiveness of our internal controls over financial reporting until our second annual report, and we will be exempt from the auditor attestation requirements concerning any such report so long as we are an emerging growth company or a smaller reporting company. We have not yet evaluated whether our internal control procedures are effective and therefore there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such evaluations. If we are not able to meet the requirements of Section 404a in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC.
There has been no independent valuation of the stock, which means that the stock may be worth less than the purchase price.
The per share purchase price has been determined by us without independent valuation of the shares. We established the offering price based on management’s estimate of the value of the shares. This valuation is highly speculative and arbitrary.
There is no relation to the market value, book value, or any other established criteria. We did not obtain an independent appraisal opinion on the valuation of the shares. The shares may have a value significantly less than the offering price and the shares may never obtain a value equal to or greater than the offering price.
FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.
In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
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ITEM 2. PROPERTIES
Our principal executive office location and mailing address is 30 N. Gould St. #4000, Sheridan, WY 82801. Currently, this space is sufficient to meet our office, and telephone facility needs; however, if we expand our business to a significant degree, we will have to find a larger space. In addition, the Company has an office in Toronto, Canada. The premises is leased by Jordan Starkman and as of January 1, 2022 LSEB Creative entered into a 8 month lease agreement with Mr. Starkman for payment of USD $800 (CAD $1,000) per month for the use of the space. The Company executed a Lease Extension Agreement for an additional 12 month period starting September 1, 2022 and ending August 31, 2023 for USD $800 (CAD $1,000) per month. On September 1, 2023 the Company executed a further extension for USD $800 (CAD $1,000) per month ending on August 31, 2024. On September 1, 2024 the Company executed a further 12 month extension ending August 31, 2025 for USD $800 (CAD $1,000) per month. The lease includes all utilities and internet. The Company is also currently looking for additional office space in Miami, Fl, and in the United Kingdom.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Market for Common Stock
Our common stock is quoted on OTC Markets under symbol “LSEB”. There can be no assurance that a liquid market for our securities will ever develop. Transfer of our common stock may also be restricted under the securities or blue sky laws of various states and foreign jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.
As of March 31, 2026, we have issued 16,376,300 shares of common stock since the Company’s inception on April 3, 2019. As of March 31, 2026, we had no outstanding shares of preferred stock, options, warrants, notes payable convertible into capital stock, or other securities that are convertible into shares of common stock.
On February 4, 2026, LSEB Creative Corp. filed Articles of Amendment with the Wyoming Secretary of State whereby the Board of Directors were expressly authorized, subject to limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in one or more series, and by filing a certificate of designation or amendment pursuant to the Wyoming Business Corporation Act, to fix, before issuance, the designation, the number of shares constituting each series, powers, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions thereof, of each series of Preferred Stock.
In addition, the Board of Directors approved a Certificate of Designation for Series A Convertible Preferred Stock. This newly designation class of preferred stock consists of one million (1,000,000) shares, par value $.0001 per share. Each holder of Series A Convertible Stock may from time to time, convert any or all of such holder’s shares of Series A Preferred into fully paid and non-assessable shares of common stock of the Company in an amount equal to 100 shares of the Company’s common stock. Series A Preferred votes together with common stock and is entitled to one hundred (100) votes of common stock for each preferred share held. In any liquidation, holders of Series A Preferred shares will not have any priority or preference with respect to any distribution of any assets of the Company. Shares of Series A Preferred have no dividend rights, and except as otherwise required by law, holders of Preferred Stock shall have no preemptive rights. The effective date of the amendment is February 27, 2026.
The designation of the Series A Convertible Preferred Stock is intended to facilitate a potential change of control transaction. As of the date of this report, no shares of Series A Convertible Preferred Stock have been issued, no definitive agreement providing for a change of control has been consummated, and no change of control of the Company has occurred.
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Penny Stock
Our common stock is considered “penny stock” under the rules the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:
| · | contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading; | |
| · | contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; | |
| · | contains a toll-free telephone number for inquiries on disciplinary actions; | |
| · | defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and | |
| · | contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation. |
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:
| · | bid and offer quotations for the penny stock; | |
| · | the compensation of the broker-dealer and its salesperson in the transaction; | |
| · | the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and | |
| · | monthly account statements showing the market value of each penny stock held in the customer’s account. |
In addition, the penny stock rules that require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.
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These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.
Holders
As of the March 31, 2026, we had 74 stockholders of our common stock. As of such date, 16,376,300 shares were issued and outstanding.
Transfer Agent
We have engaged Clear Trust, LLC., as transfer agent to serve as agent for shares of our common stock. Our transfer agent’s contact information is as follows:
Clear Trust, LLC.
16540 Pointe Village Dr #210
Lutz, Florida, 33558
(813) 235-4490
Dividends
Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.
Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.
Securities Authorized for Issuance Under Equity Compensation Plans
As of the end of the fiscal year ended March 31, 2026, we do not have any compensation plan under which equity securities of the Company are authorized for issuance.
Sale of Unregistered Securities
As at March 31, 2026, the company has 16,376,300 shares of common stock issued and outstanding.
Any sales and issuances of the securities were made pursuant to the exemptions from registration contained into Section 4(a)(2) of the Securities Act, Regulation D under the Securities Act, or not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S under the Act. Each purchaser represented that such purchaser’s intention to acquire the shares for investment only and not with a view toward distribution. We requested our stock transfer agent to affix appropriate legends to the stock certificate issued to each purchaser and the transfer agent affixed the appropriate legends. Each purchaser was given adequate access to sufficient information about us to make an informed investment decision. In addition, none of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.
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ITEM 6. SELECTED FINANCIAL DATA.
Smaller reporting companies are not required to provide the information required by this item.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipate,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-K. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis should be read in conjunction with our consolidated financial statements and summary of selected financial data for LSEB Creative Corp. Such discussion represents only the best present assessment from our Management.
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this Form 10-K.
We intend for this discussion to provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements.
Overview
LSEB Creative Corp., was incorporated in the State of Wyoming on April 3, 2019. On August 3, 2023, the Company incorporated its wholly-owned subsidiary 1000615000 Ontario Corp, an Ontario corporation, and on September 12, 2023 filed articles of amendment to changed its name to LSEB Creative Corp (Ontario). Our business office is located at 30 N. Gould St. #4000, Sheridan, WY 82801. Our telephone number is 1-800-701-8561. We were founded by Lauren Bentley, who serves as our President and Director, and Jordan Starkman who serves as the Company’s CFO and director.
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The Company is a specialty retailer that offers men and women elevated swimwear designs, constructed with the highest quality materials and techniques. With the recent substantial growth seen in the swimwear industry, our affluent, contemporary target market is in search of assortment and impressive concepts. By offering a new concept to swimwear; gender-coordinating collections that allow the wearer to look and feel powerful, partnered or individually, we will capture this new, sought-after space within the market. Our priority is to design products that offer superior fit, performance, and comfort while incorporating both function and fashionability. Our strategy is to capitalize on these existing opportunities in the luxury swimwear market through the development and growth of our web site www.laurenbentleyswim.com, and wholesaler partnerships on a global scale. We believe eCommerce will allow our target market convenient and easy access to our products while effectively building brand awareness and entry into new markets. We are committed to building a highly recognized brand, offering captivating customer experiences that drive long-term loyalty. By focusing on these key areas and tactics, we will successfully align ourselves with our target market and profit accordingly.
During the year ended March 31, 2026 we have incurred a net loss of $59,985 and have an accumulated deficit of $774,530 as of March 31, 2026. The ability of the Company to continue as a going concern depends upon its ability to raise adequate financing and develop profitable operations. If we cannot generate sufficient revenues from our services, we may have to delay the implementation of our business plan. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations and growth. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.
The Company is actively seeking financing for its current business operation. The Company is optimistic that the financing will be secured and the going concern risk will be removed. Any capital raised will be through a private placement and will result in the issuance of shares of common stock from the Company’s authorized capital
Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Plan of Operation
The Company has executed all essential functions, including but not limited to, collection design, technical illustrations and specification, sourcing trims, fabrics, and yarn, sample making, pattern drafting, manufacturer bulk order placement, and various marketing projects. The Company has received its bulk production from its factory in September 2023 and the Company launched the brand in October 2023. These functions have allowed the Company to launch its B2C distribution channel, and the Company is focusing on B2B wholesale partnerships for additional growth opportunities. Additionally, the Company’s B2C launch will allow the Company to achieve an average target margin of 55-65% across our four key product categories.
As of our year end March 31, 2026, the Company has completed a number of the essential functions outlined above. Our first collection launched in October 2023 in conjunction with the brand’s ecommerce site. For the Company’s second collection, our technical packages, which includes the technical sketches and all specifications on measurements, construction, trim and fabric Bill of Materials, and all additional information the manufacturing company will need, have been completed by an outsourced Technical Designer. This subsequent women’s collection is comprised of six styles in three colorways. The collection has been developed in alignment with our notable quality standard, made possible with the strategic partnership made with the manufacturer. The design ethos of this collection embraces subtle fashion characteristics, effortlessly transitioning from the elevated basics that defined the brand’s well-received leading collection. This release was launched at the end of March 31, 2025 and marked a significant milestone in the brand’s evolution, further solidifying Lauren Bentley Swimwear’s position in the luxury swimwear market.
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A significant amount of focus went into the sourcing of collection trims and fabric, as well as brand packaging and labeling. The Company believes in sourcing based on quality, not ease, in order to develop superior product. Thus, all items are sourced from various countries and factories depending on capabilities, skills, and technologies. For our first and second collection, majority of items have been sourced from specialized, established suppliers in Italy, France, and Spain.
In September 2024, the Company began research and design stages of expanding its beachwear category, with an emphasis on versatile, high-quality pieces. Lauren Bentley Swimwear intends to introduce cover-ups such as sarongs, a quintessential element of women’s beachwear wardrobes. This versatile item is currently being developed by the brand’s design team with the help of supply and manufacturer partners. Additional cover-ups and new product categories are entering the research and design stages. These steps further solidifying Lauren Bentley Swimwear’s vision to become a comprehensive beachwear lifestyle brand. While these category expansions are an exciting development, the brand is aiming for a release in Winter 2026, though no definitive timeline has been established. As with all Lauren Bentley Swimwear offerings, the brand remains committed to prioritizing quality throughout the meticulous design, development, and sourcing processes.
The marketing mix is of large focus for the Company, as we understand the importance of marketing within the luxury market and its role in building brand recognition and credibility. For this reason, we have decided to utilize a third-party, bespoke marketing agency based out of London, England. Completed initial marketing projects include; the branding package, which includes the primary logo, secondary logo, and submark, in addition to the overall brand, story and packaging designs; and ecommerce website development. The Company is on track with all necessary functions in order to meet deadlines and ultimately, all established Company goals.
LSEB Creative has built a comprehensive paid advertising initiative targeting both North American and international markets. Utilizing major platforms such as Meta (Facebook and Instagram), Pinterest, and Google, the Company aims to significantly broaden the brand’s audience reach. Lauren Bentley Swimwear has previously trialed select paid advertising strategies, yielding valuable insights into customer behavior and optimal campaign performance. With this foundational knowledge, the Company is ready to scale up its advertising efforts in North America while simultaneously expanding into key markets in Western Europe and Asia. This strategic push comes as part of the Company’s continued focus on enhancing brand growth, engagement, and market expansion. The campaign will consist of a balanced mix of conversion ads aimed at driving sales, complemented by brand awareness initiatives to reinforce LBS’s positioning. The primary focus of the campaign will be on ads that offer brand storytelling and increased visibility, while a secondary emphasis will be placed on conversion-driven ads.
LSEB Creative Corp. intends to remain agile throughout the campaign by monitoring performance metrics closely and refining strategies as necessary to align with customer preferences and maximize returns.
The Company has recently launched influencer partnership initiatives, and has executed a strategic approach to influencer marketing, amplifying its reach and engagement within the competitive luxury swimwear sector. Since launching these efforts, Lauren Bentley Swimwear has partnered with over eight influencers spanning Canada, the USA, the UK, and Western Europe. These collaborators, who boast follower counts ranging from 85,000 to 1 million, bring unique attributes to the table, including inspiring mothers, a former reality star, a fitness coach, and a celebrity stylist. Their diversified audiences amplify the brand’s reach, ensuring visibility across both primary and secondary target markets.
In October 2024, the Company entered into a Consulting Agreement with Beyond Media Group LLC., a corporation existing under the laws of the State of Wyoming to provide marketing and advertising services to communicate information about the Company and the Lauren Bentley Swimwear brand to the financial community including but not limited to, creating company profiles, media distribution, and building a digital community with respect to the Company.
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Pursuant to the Consulting Agreement, the Company agrees to compensate Beyond Media up to $250,000 with periodic payments over a period of three (3) months, unless otherwise extended by mutual agreement of the parties, commencing October 17, 2024. The Company has paid a fee of approximately $15,000 as of the date of this release for the services to Beyond Media.
The Company has the right to terminate the Consulting Agreement at any time with or without cause, at which point the Company will not be entitled to a return of any paid compensation. Beyond Media will rely solely on the Company’s previously disclosed public information such as all SEC filings, Company’s press releases, and the Company’s corporate web-site including resource materials.
As of the date hereof, to the best of the Company’s knowledge, Beyond Media (including its directors and officers) does not own any securities of the Company and has an arm’s length relationship with the Company. The Company will not issue any securities to Beyond Media as compensation for its services, and there is currently no ongoing relationship with Beyond Media.
MARKETING ACTIVITIES, NOMINAL “FLOAT” AND SUPPLY AND DEMAND FACTORS MAY AFFECT THE PRICE OF OUR STOCK.
We expect to utilize various techniques such as non-deal road shows and investor relations campaigns in order to create investor awareness for the Company. These campaigns may include personal, video and telephone conferences with investors and prospective investors in which our business practices are described. We may provide compensation to investor relations firms and pay for newsletters, websites, mailings and email campaigns that are produced by third-parties based upon publicly-available information concerning the Company. We will not be responsible for the content of analyst reports and other writings and communications by investor relations firms not authored by the Company or from publicly available information. We do not intend to review or approve the content of such analysts’ reports or other materials based upon analysts’ own research or methods. Investor relations firms should generally disclose when they are compensated for their efforts, but whether such disclosure is made or complete is not under our control. In addition, investors in the Company may be willing, from time to time, to encourage investor awareness through similar activities. Investor awareness activities may also be suspended or discontinued which may impact the trading market our common stock.
The SEC and OTC Markets Group Inc. (“OTC Markets”) enforce various statutes and regulations intended to prevent manipulative or deceptive devices in connection with the purchase or sale of any security and carefully scrutinize trading patterns and company news and other communications for false or misleading information, particularly in cases where the hallmarks of “pump and dump” activities may exist, such as rapid share price increases or decreases. The Supreme Court has stated that manipulative action is a term of art connoting intentional or willful conduct designed to deceive or defraud investors by controlling or artificially affecting the price of securities. Often times, manipulation is associated by regulators with forces that upset the supply and demand factors that would normally determine trading prices. Securities regulators have often cited thinly-traded markets, small numbers of holders, and awareness campaigns as components of their claims of price manipulation and other violations of law when combined with manipulative trading, such as wash sales, matched orders or other manipulative trading timed to coincide with false or touting press releases. There can be no assurance that the Company’s or third-parties’ activities, or the small number of potential sellers or small percentage of stock in the “float,” or determinations by purchasers or holders as to when or under what circumstances or at what prices they may be willing to buy or sell stock will not artificially impact (or would be claimed by regulators to have affected) the normal supply and demand factors that determine the price of the stock.
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Initial distribution will be B2C via our ecommerce website, which will allow us to bypass middlemen and margin loss. Our ecommerce website, as well as our social media pages, has been prepared by a third-party marketing agency. Preparation of these areas of our marketing mix include, website development and testing, product photography, campaign photography and videography, copywriting, and SEO management. Additionally, these projects, along with our branding package, will lend themselves to all areas of the marketing mix. Marketing strategies has commenced across all platforms as a tactic to create excitement around the brand and products. Our ecommerce website laurenbentleyswim.com is now live for purchasing.
All steps of the process have been completed in accordance with the fashion calendar with our first collection released in October 2023. This is essential to ensure consistent product offering and Company sales forecast is met. Onward, product launches will continue to be developed and released based on the fashion calendar, with key deliveries falling in January/February, May/June, and October/November. The Company will consider expanding SKU assortment and product categories based on consumer demand and feedback. The Company believes that when expanding the product offering, doing so organically is essential to long-term growth and sales plans.
Since the Company’s launch in October 2023, we will commence two key growth strategies; building a full-time team of staff and nurturing wholesale partnerships. We believe organically growing a team of full-time employees is essential in the future success of the business. Employees will be hired based on their suitability in the role and connection with the brand. We will take our time hiring the right person for each individual position as it is needed. By having a full-time team, we will gain the contacts, knowhow, manpower, and consistency needed to operate a successful luxury fashion brand.
Entering wholesale distribution opportunities will allow the Company to grow reach within key markets, sales, and brand recognition. The Company intends on partnering with top luxury retailers across North America and Europe, as well as particular independent retailers and hotel boutiques. The Company currently maintains relationships with targeted retailers but believes entering wholesale distribution will have the highest growth potential once the brand is established with sales to show. The partnerships we create will be strategically chosen based on brand values, style, price point, and expectations. We believe that by progressing into wholesale distribution will allow us to increase sales by approximately 50% consistently through year one to five. We intend to target consumers with on-line marketing, and businesses, including hotels and independent boutiques with direct mail, and pursuing contacts within the industry. The Company also expects to attend swimwear trade shows across the world.
Since March 31, 2026, and for the next 12 months during our fiscal year 2027, our business will be built across four key growth product categories including: (1) Women’s Swimwear, (2) Men’s Swimwear, (3) Women’s Beachwear, and (4) Accessories. Our growth plan is to achieve $500,000 in net revenues within the first 12 months following fiscal year end March 31, 2026, with majority derived from category (1), Women’s Swimwear. The Company launched the brand in October 2023 with men’s and women’s swimwear, and we have started generating revenue. The Company plans to complete a financing through a private offering for a minimum of $400,000 within the 6-12 months following our March 31, 2026 year-end. We have not yet entered into any agreements with any parties with respect to obtaining financing for the Company.
Our total sales forecast by our fiscal year end March 31, 2028 is expected to be approximately $1,200,000. This target is comprised of $1,000,000 Women’s Swimwear and Men’s Swimwear categories, and $200,000 Beachwear and Accessories. We anticipate a sales growth rate of approximately 50% per year following our first 3 operational years.
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We intend to target consumers with on-line marketing, and businesses, including hotels and independent boutiques with direct mail, and pursuing contacts within the industry. The Company also expects to attend swimwear trade shows across the world.
We have estimated that we will incur minimum expenses equal to $25,000 in the year following our March 31, 2026, year-end in order to maintain our business operations. However, if we complete a financing, we will devote the capital raised to operational expenses as indicated below. The Company will attempt to complete a financing for a minimum of $400,000 within the 12 month period following the Company’s March 31, 2026 year-end. Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of common shares from the Company’s authorized capital.
| Working Capital | $ | 74,000 | ||
| Legal/Accounting | 25,000 | |||
| Inventory | 100,000 | |||
| Advertising and Marketing | 150,000 | |||
| General and administrative | 10,000 | |||
| Salaries and Customer Service | 25,000 | |||
| Telephone | 1,000 | |||
| Travel | 15,000 | |||
| Total Expenses | $ | 400,000 |
If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans for expansion. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition. In the unlikely scenario that we are not successful in financing our target of $400,000 or above through a private offering within the first 12-month period following our March 31 year-end, we will delay the launch of the Women’s Beachwear, and move forward solely with Men’s and Women’s Swimwear.
The above represents our Managements best estimate of our cash requirements based on our business plans and current market conditions. The above is based on our ability to raise sufficient financing and generate adequate revenues to meet our cash flow requirements. The actual allocation between expenses may vary depending on the actual funds raised and the industry and market conditions over the next 12 months following our March 31, 2026 year-end.
On January 13, 2025, the Company announced it is actively pursuing a capital raise of a minimum $5 million USD to accredited investors through a series of tranches subject to satisfaction of closing conditions. The Company intends to use the net proceeds from the private placement primarily for costs directly related to sales and marketing, for research and development, working capital and general corporate purposes, including the costs of operating as a public company.
The Company intends to use the net proceeds from the private placement primarily for costs directly related to sales and marketing, for research and development, working capital and general corporate purposes, including the costs of operating as a public company. The intent of the capital raise is to begin to position the Company to meet the uplist requirements to Nasdaq.
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The Company believes there are many advantages to uplisting from the OTCQB to Nasdaq. Key benefits may include increased visibility and credibility, access to capital, increased trading volume and liquidity, and improved valuation and stock performance. Nasdaq is one of the largest well-known stock exchanges globally, and listing on Nasdaq can attract a larger pool of institutional and retail investors who may not have considered investing in a company on a smaller exchange. Companies listed on Nasdaq are often viewed as more established, credible, and reputable due to the stringent listing requirements and rigorous financial reporting standards, which can lead to a stronger public image. In addition, companies listed on Nasdaq can more readily access capital through secondary offerings, as investors may be more willing to buy shares of a company listed on a major exchange. This is particularly important for LSEB as we are looking to expand and fund new projects. Furthermore, Nasdaq offers a highly liquid marketplace, making it easier for the Company to raise funds and for investors to trade our shares. Greater liquidity can also attract institutional investors who typically prefer markets with higher trading volumes.
The Company is in the initial stages of executing its plan to qualify for an uplist to Nasdaq and there is no guarantee it will be successful in meeting the listing requirements or qualifying for a listing on the Nasdaq exchange. As of the date of this annual filing there has been limited progress on the capital raise, and the Company is uncertain if the events will take place in the future.
Reports to Security Holders
The Company intends to furnish its stockholders with annual reports containing consolidated financial statements audited by its independent registered public accounting firm and to make available quarterly reports containing unaudited consolidated financial statements for each of the first three quarters of each year. The Company files Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the Securities and Exchange Commission in order to meet its timely and continuous disclosure requirements. The Company may also file additional documents with the Commission if those documents become necessary in the course of its operations.
The public may read and copy any materials that the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The site address is www.sec.gov.
Results of Operations for the years ended March 31, 2026 and 2025
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto for the years ended March 31, 2026 and March 31, 2025, and related management discussion herein.
Our financial statements are stated in U.S. Dollars and are prepared in accordance with generally accepted accounting principles of the United States (“GAAP”).
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Going Concern
Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. As reflected in the accompanying financial statements, the Company has limited revenue from operations and has an accumulated deficit $774,530 as of March 31, 2026 since its inception and requires capital for its contemplated operational and marketing activities to take place. In addition, the Company has experienced negative cash flows from operations since inception. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. Therefore, our auditor’s opinion has raised substantial doubt about our ability to continue as a going concern.
Management believes that actions presently being taken to obtain additional funding and the implementation of its strategic plans provide the opportunity for the Company to continue as a going concern.
Revenue
The Company generated $17,906 in sales during the year ended March 31, 2026, and $20,537 for the year ended March 31, 2025. For the fiscal year 2026, the Company recorded a 13% decrease in revenue from 2025. This decrease in sales is primarily attributed to a lack of marketing capital yet the Company continues to increase promotional and marketing activities such as pop-ups and collaborative events for the Lauren Bentley Swimwear brand at a low cost. The Company realized a gross profit of $13,752 during the year ended March 31, 2026 compared to $11,912 for the year ended March 31, 2025. The increase in gross profit was driven by a greater proportion of direct-to-consumer sales versus wholesale sales, resulting in higher margins.
Operating Expenses
Operating expenses for the years ended March 31, 2026 and March 31, 2025 were $72,116 and $168,163, respectively. The operating expenses during the year ended March 31, 2026 and March 31, 2025 were primarily attributed to ongoing promotional and advertising expenses, general and administrative expenses, and professional fees related to the Company’s yearly audit and quarterly reviews. The lower operating expenses in 2026 were primarily attributed to a reduction in consulting expenses, and professional fees, in addition to lower travel related expenses.
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Net loss
We reported a net loss of $59,985 and $160,011 for the years ended March 31, 2026 and March 31, 2025, respectively. The net loss for the year ended March 31, 2026 compared to March 31, 2025 represents approximately a 62.55% drop due to the Company’s increase in gross profit and the Company’s ability to limit consulting fees and lower professional fees. The ongoing loss was primarily due to the professional fees and general and administrative expenses related to ongoing operations.
During the year ended March 31, 2026, the Company recorded $11,324 in consulting fees as compared to $47,478 for the year ended March 31, 2025. The consulting fees during the March 31, 2026 year-end were related to fees to be paid to Lauren Bentley. In addition, professional fees for the year ended March 31, 2026 were $27,020 as compared to the year ended March 31, 2025 $59,574. The decrease in professional fees and consulting fees relates to lower auditing fees of inventory as well as the Company’s desire to limit consulting services. The Company expects professional and legal fees to remain consistent going forward as the Company is a public reporting company with the Securities and Exchange Commission, which requires that it maintain relationships with both PCAOB registered audit firms and securities counsel to assist with the SEC reporting requirements. In addition, the Company may also attempt to purchase other companies or assets, and operations of other entities if the advantageous situation presents itself. This could require the Company to incur substantial professional fees.
The Company reported $24,463 in General and Administrative Expenses for the year ended March 31, 2026 as compared to $35,301 for the year ended March 31, 2025. The decrease in General and Administrative Expenses is primarily attributed to lower travel expenses related to visiting our manufacturer in Porto, Portugal, however the Company expects to attend various trade shows in the future which could increase the travel expenses going forward.
The Company has also reported $8,673 in Advertising and Promotion Expenses for the year ended March 31, 2026 as compared to $24,942 for the year ended March 31, 2025. The Advertising and Promotion Expenses dropped significantly due to limited capital available for promotion, but the Company expects the Advertising and Promotion Expense to increase going forward as the Company expands its promotion of the Lauren Bentley Swimwear line.
We anticipate generating losses and, therefore, may be unable to continue operations in the future. If we require additional capital, we will have to issue debt or equity or enter into a strategic arrangement with a third party.
Income Tax
During the period from inception (April 3, 2019) to March 31, 2026, we had no provision for income taxes due to the net operating losses incurred.
Off Balance Sheet Financing
We have no off-balance sheet arrangements.
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Liquidity and Capital Resources
| Year Ended March 31, 2026 | Year Ended March 31, 2025 | |||||||
| Net Cash Provided by (Used in) Operating Activities | $ | (42,909 | ) | $ | (152,716 | ) | ||
| Net Cash Provided by (Used) in Investing Activities | – | – | ||||||
| Net Cash Provided by (Used in) Financing Activities | 42,152 | 149,126 | ||||||
| Net Increase (Decrease) in Cash | $ | (757 | ) | $ | (3,590 | ) | ||
Our cash balance was $101 and $858 for the years ended March 31, 2026 and March 31, 2025, respectively. We recorded a net loss of $59,985 and $160,011 for the years ended March 31, 2026 and March 31, 2025, respectively.
Cash used in operating activities during the year ended March 31, 2026, was $42,909. The Company continues to prioritize cash preservation and minimize expenses wherever possible.
We believe we can satisfy our cash requirements for the next 12 months. We anticipate that our fixed costs made up of legal & accounting and general & administrative expenses for the next 12 months will total approximately $25,000. Legal and accounting expenses of $20,000 represents the minimum funds needed to sustain operations. The $25,000 will be financed through the Company’s cash balance of $101, additional financing, net sales, and if needed, an advance from our directors, Lauren Bentley and Jordan Starkman. Currently there is no firm loan commitment between the Company and Lauren Bentley and Jordan Starkman in place. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees, until financing is raised. The foregoing represents our best estimate of our cash needs based on our current business condition. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan. It is currently expected that the Company will spend an additional $250,000 in variable costs relating to marketing and business development that will be funded from future financings.
We expect our expenses will continue to increase during the foreseeable future as a result of increased operations, the production of our swimwear, and marketing expenses for our business operations. We anticipate generating revenues from the brand launch in October 2023. The success of our operations is dependent on attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without adequate revenues within the next 12 months, we still anticipate being able to continue with our present activities, but we may require financing to achieve our profit, revenue, and growth goals.
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In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.
The Company is currently seeking funding for our continued operations. The Company intends to raise a minimum of $400,000 and a maximum of $1,000,000 in order to expand the introduction of the www.laurenbentleyswim.com e-commerce site to the retail community and fashion world. The Company launched the site in October 2023. To achieve our goals the Company expects to commit the majority of its funding to marketing and advertising of the Company’s web site. There is no assurance that the company will be able to raise the capital required to complete its goal and objectives, and the Company is currently seeking capital to further its business plan. Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of common shares from the Company’s authorized capital. There are no agreements with any parties at this point in time for additional funding; however, we are in preliminary discussions with various funders in the US.
We presently do not have any significant credit available, bank financing or other external sources of liquidity. Due to our operating losses, our operations have not been a source of liquidity. We will need to obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding.
To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.
No assurance can be given that sources of financing will be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures or may be required to reduce the scope of our planned marketing efforts and development of various swimwear styles, any of which could have a negative impact on our business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to: 1) Limit the production of swimwear designs, 2) Seek strategic partnerships that may force us to relinquish control of the Company, or 3) Explore potential mergers or sales of significant assets of our Company.
| 47 |
On January 13, 2025, the Company announced it is actively pursuing a capital raise of a minimum $5 million USD to accredited investors through a series of tranches subject to satisfaction of closing conditions. The Company intends to use the net proceeds from the private placement primarily for costs directly related to sales and marketing, for research and development, working capital and general corporate purposes, including the costs of operating as a public company. The intent of the capital raise is to begin to position the Company to meet the uplist requirements to Nasdaq.
The Company believes there are many advantages to uplisting from the OTCQB to Nasdaq. Key benefits may include increased visibility and credibility, access to capital, increased trading volume and liquidity, and improved valuation and stock performance. Nasdaq is one of the largest well-known stock exchanges globally, and listing on Nasdaq can attract a larger pool of institutional and retail investors who may not have considered investing in a company on a smaller exchange. Companies listed on Nasdaq are often viewed as more established, credible, and reputable due to the stringent listing requirements and rigorous financial reporting standards, which can lead to a stronger public image. In addition, companies listed on Nasdaq can more readily access capital through secondary offerings, as investors may be more willing to buy shares of a company listed on a major exchange. This is particularly important for LSEB as we are looking to expand and fund new projects. Furthermore, Nasdaq offers a highly liquid marketplace, making it easier for the Company to raise funds and for investors to trade our shares. Greater liquidity can also attract institutional investors who typically prefer markets with higher trading volumes.
The Company is in the initial stages of executing its plan to qualify for an uplist to Nasdaq and there is no guarantee it will be successful in meeting the listing requirements or qualifying for a listing on the Nasdaq exchange. As of the date of this annual filing there has been limited progress on the capital raise, and the Company is uncertain if the events will take place in the future.
Recently Issued Accounting Pronouncements
We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows of the Company.
Seasonality
The swimwear industry in North America is seasonal however, we do not expect our sales to be dramatically impacted by seasonal demands for our products and services since our market is worldwide.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
| 48 |
Effects of Inflation
We do believe that inflation will have an impact on our business, revenues or operating results during the periods presented.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Smaller reporting companies are not required to provide the information required by this item.
ITEM 8. FINANCIAL STATEMENTS
Audited Consolidated Financial Statements
| LSEB Creative Corp. |
| Consolidated Financial Statements |
| For the Years ending March 31, 2026 and 2025 |
Table of contents
| 49 |
ALOBA, AWOMOLO & PARTNERS
(Chartered Accountants)
Floor 4, Providence Court, Ajibade Bus Stop, Beside CocaCola Ibadan, Oyo State, Nigeria
Tel: 08055439586, 08034725835
Email: [email protected]; [email protected]; website: www.alobaawomolo.org
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of LSEB Creative Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of LSEB Creative Corp. (the “Company”) as of March 31, 2026 and 2025, and the related statements of operations, changes in stockholders' deficiency, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred recurring operating losses, has a stockholders' deficiency and negative working capital as of March 31, 2026, and continues to rely on financing from related parties to fund its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
We have served as the Company’s auditor since 2025.
July 30, 2026
| F-1 |
| LSEB Creative Corp. |
| CONSOLIDATED BALANCE SHEETS |
| (Expressed in US dollars) |
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| (Audited) | (Audited) | |||||||
| $ | $ | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | ||||||||
| Advances to suppliers | ||||||||
| Accounts Receivable | ||||||||
| Inventory | ||||||||
| Prepayments and Other Receivables | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Equipment, net [Note 6] | ||||||||
| Total assets | ||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | ||||||||
| Accrued liabilities | ||||||||
| Loan from shareholder | ||||||||
| Shares to be issued | ||||||||
| Advances from a related party [Note 7] | ||||||||
| Total current liabilities | ||||||||
| Stockholders’ deficiency | ||||||||
| Preferred stock, $ par value, shares authorized, preferred shares outstanding at March 31 2026 (March 31, 2025: ), | ||||||||
| Common stock, $ par value, shares authorized, common shares outstanding as at March 31, 2026 (March 31, 2025 : ) [Note 8] | ||||||||
| Additional paid-in capital [Note 8] | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficiency | ( | ) | ||||||
| Total liabilities and stockholders’ deficiency | ||||||||
Going concern (Note 3)
Related party transactions (Note 7)
Contingencies and Commitments (Note 9)
Income Taxes (Note 10)
Subsequent events (Note 11)
See accompanying notes
| F-2 |
| LSEB Creative Corp. |
| CONSOLIDATED STATEMENTS OF OPERATIONS |
| (Expressed in US dollars) |
| For the | For the | |||||||
| year ended | year ended | |||||||
| March 31, 2026 | March 31, 2025 | |||||||
| $ | $ | |||||||
| Sales | ||||||||
| Cost of Goods Sold | ||||||||
| Gross Profit | ||||||||
| EXPENSES | ||||||||
| Advertising & promotion | ||||||||
| Consulting expenses | ||||||||
| Legal & Professional Fee | ||||||||
| General & Administrative Expenses | ||||||||
| Depreciation [Note 6] | ||||||||
| Total operating expenses | ||||||||
| Net income/ (loss) from operations | ( | ) | ( | ) | ||||
| Exchange Gain/(Loss) | ( | ) | ( | ) | ||||
| Net income/(loss) from operations before income taxes | ( | ) | ( | ) | ||||
| Income taxes | ||||||||
| Net income/(loss) for the year | ( | ) | ( | ) | ||||
| Loss per share, basic and diluted | ) | ) | ||||||
| Weighted average number of common shares outstanding | ||||||||
See accompanying notes
| F-3 |
| LSEB Creative Corp. |
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY |
| (Expressed in US dollars) |
| Additional | Total | |||||||||||||||||||
| Common stock | paid-in | Accumulated | stockholders’ | |||||||||||||||||
| Shares | Amount | capital | deficit | deficiency | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
| March 31, 2024 | ( | ) | ||||||||||||||||||
| Stock based Compensation | ||||||||||||||||||||
| Proceeds from shares issued | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| March 31, 2025 | ( | ) | ||||||||||||||||||
| Stock based Compensation | – | |||||||||||||||||||
| Proceeds from shares issued | – | |||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| March 31, 2026 | ( | ) | ( | ) | ||||||||||||||||
See accompanying notes
| F-4 |
| LSEB Creative Corp. |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Expressed in US dollars) |
| For the | For the | |||||||
| year ended | year ended | |||||||
| March 31, 2026 | March 31, 2025 | |||||||
| $ | $ | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss for the year | ( | ) | ( | ) | ||||
| Items not affecting cash | ||||||||
| Shares to be issued | ( | ) | ||||||
| Depreciation | ||||||||
| Stock based compensation | ||||||||
| Changes in Operating assets & liabilities | ||||||||
| Change in accounts receivable | ( | ) | ||||||
| Change in inventory | ( | ) | ||||||
| Change in prepaid and sundry | ||||||||
| Change in advances to suppliers | ||||||||
| Change in accrued liability | ( | ) | ( | ) | ||||
| Change in accounts payable | ||||||||
| Net cash provided by (used) in operating activities | ( | ) | ( | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Acquisition of equipment | ||||||||
| Net cash used in investing activities | ||||||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from Related Parties advances | ||||||||
| Repayments of Related Parties advances | ( | ) | ||||||
| Loan from shareholder | ||||||||
| Issue of common stock, net of issuance costs | ||||||||
| Net cash provided by/(used in) financing activities | ||||||||
| Net decrease in cash during the year | ( | ) | ( | ) | ||||
| Cash, beginning of year | ||||||||
| Cash, end of year | ||||||||
See accompanying notes
| F-5 |
| LSEB Creative Corp. |
| Notes to Consolidated Financial Statements |
| For the Years Ending March 31, 2026 and 2025 |
| 1. | NATURE OF OPERATIONS |
LSEB Creative Corp. was incorporated as “Profit Corporation” on April 3rd, 2019 under Wyoming State regulations with registered office at 1920 Thomes Ave Ste 610, Cheyenne, WY. On August 3, 2023, the Company incorporated its wholly-owned subsidiary 1000615000 Ontario Corp, an Ontario corporation, and on September 12, 2023 filed articles of amendment to changed its name to LSEB Creative Corp (Ontario). The purpose of the subsidiary is for GST/HST tax credits on importing goods into Canada.
LSEB Creative Corp. is a specialty retailer that offers men and women elevated swimwear designs, constructed with the highest quality materials and techniques. Our product concept focuses on coordinating items within the men’s and women’s sub-categories, which allows customers the ability to coordinate with their partner. It’s this concept, along with our noteworthy fabrics, construction techniques, and “ready-to-wear” inspired designs that will allow LSEB to capture a new space within the market.
Its aim is to become a leading retailer in the global luxury fashion industry. The corporation is currently involved in concept, design, manufacturing, and distribution of its products with emphasis on its swimwear category. The Company operates under the web-site address lsebcreative.com and its e-commerce platform laurenbentleyswim.com which is complete, and the Company launched the brand in October 2023.
| 2. | BASIS OF PRESENTATION, MEASUREMENT |
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States dollars (“USD”). The consolidated financial statements include the accounts of LSEB Creative Corp and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated. There has been limited activity in the Company’s wholly-owned subsidiary.
| 3. | GOING CONCERN |
The accompanying consolidated financial statements have been prepared assuming the Company will continue on a going concern basis. As disclosed in the balance sheet, the Company has accumulated losses at reporting period. The ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. The Company is actively seeking financing to fully execute the next phase of the Company’s growth initiatives. Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of common shares from the Company’s authorized capital. The Company believes it can satisfy minimum cash requirements for the next twelve months with either an equity financing, convertible debenture or if needed, loans from shareholders.
There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these audited financial statements. The company has experienced recurring losses that raise substantial doubt about its ability to continue as a going concern.
The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
| F-6 |
| LSEB Creative Corp. |
| Notes to Consolidated Financial Statements |
| For the Years Ending March 31, 2026 and 2025 |
| 4. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Cash
As of March 31, 2026, the Company
had a cash balance of $
Reclassification
Certain prior year amounts have been reclassified for comparative purposes to conform to the current year financial statement presentation. These reclassifications had no effect on previous reported results of operations.
Leases
At the lease commencement date, right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term, which includes all fixed obligations arising from the lease contract. If an interest rate is not explicit in a lease, the Company utilizes its incremental borrowing rate for a period that closely matches the lease term. The Company has elected not to recognize ROU assets and lease liabilities for leases with a lease term of less than 12 months.
Advertising & Promotions
Advertising costs are recognized as expense in
Statement of operations for the period when incurred. For the year ending March 31, 2026, company recognized $
Use of Estimates
The preparation of audited financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include deferred income tax assets and related valuation allowance, valuation of convertible notes, warrants and accruals. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.
| F-7 |
| LSEB Creative Corp. |
| Notes to Consolidated Financial Statements |
| For the Years Ending March 31, 2026 and 2025 |
| 4. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued.) |
The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were potentially dilutive shares outstanding as at each period end.
Inventory
Inventories are stated at the lower of cost and
net realizable value. Cost is determined on a first-in, first-out basis. The net realizable value is the estimated selling price in the
ordinary course of business, less the cost of completion and selling expenses. As of March 31, 2026 the Company has $
In addition, the Company provides for inventory shrinkage based on historical trends from actual physical inventory counts. Inventory shrinkage estimates are made to reduce the inventory value for lost or stolen items. The Company performs physical inventory counts and cycle counts throughout the year and adjusts the shrink reserve accordingly. As of March 31, 2026, the Company has no obsolescence provisions, damage provisions, or shrinkage provisions.
Foreign Currency Translation
The functional currency of the Company is United States dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. All exchange gains or losses arising from translation of these foreign currency transactions are included in Statement of operations. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
| F-8 |
| LSEB Creative Corp. |
| Notes to Consolidated Financial Statements |
| For the Years Ending March 31, 2026 and 2025 |
| 4. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued.) |
Fair Value of Financial Instruments
ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
| · | Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. |
| · | Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. |
| · | Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. |
Fair Value of Financial Instruments
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash and accounts payable. The Company’s cash, which is carried at fair value, is classified as a Level 1 financial instrument. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.
The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services.
| F-9 |
| LSEB Creative Corp. |
| Notes to Consolidated Financial Statements |
| For the Years Ending March 31, 2026 and 2025 |
| 4. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued.) |
Income Taxes
The Company accounts for income taxes in accordance with ASC 740. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized.
Revenue Recognition
The Company recognizes revenue in accordance with ASC-606 by,
| · | identifying the contract(s) with a customer, | |
| · | identifying the performance obligations in the contract, | |
| · | determining the transaction price, | |
| · | allocating the transaction price to the performance obligations in the contract and | |
| · | recognizing revenue when the performance obligation is satisfied. |
Accordingly, the Company recognizes revenue when performance obligations under the terms of the contracts are satisfied. Our performance obligations primarily consist of delivering products to our customers. Control is transferred upon providing the products to customers upon shipment of our products to the consumers from our ecommerce sites. Once control is transferred to the customer, we have completed our performance obligation.
Segment Reporting
We operate in a operating segment and a reporting segment. Operating segments are defined as components of an enterprise about which separate financial information is regularly evaluated by the chief operating decision maker function (which is fulfilled by our chief executive officer) in deciding how to allocate resources and in assessing performance. Our chief executive officer allocates resources and assesses performance based upon financial information at the level. Since we operate in one operating segment, all required financial segment information is presented in the financial statements.
| F-10 |
| LSEB Creative Corp. |
| Notes to Consolidated Financial Statements |
| For the Years Ending March 31, 2026 and 2025 |
| 4. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued.) |
Equipment
Equipment is stated at cost less accumulated depreciation and depreciated over their estimated useful lives at the following rate and method.
| Furniture and fixtures | 20% per annum - declining balance method | |
| Computer | 30% per annum - declining balance method |
Routine repairs and maintenance are expensed as incurred. Improvements, that are betterments, are capitalized at cost. The Company recognizes full quarter’s depreciation in the quarter when the asset is acquired.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued “ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The standard’s main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope. Update No. 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of this ASU on its financial statements.
In March 2020, the FASB issued ASU No. 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022 and can be adopted as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company has not identified loans and other financial instruments that are directly or indirectly influenced by LIBOR and does not expect the adoption of ASU 2020-04 to have a material impact on its consolidated financial statements.
| F-11 |
| LSEB Creative Corp. |
| Notes to Consolidated Financial Statements |
| For the Years Ending March 31, 2026 and 2025 |
| 4. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued.) |
In April 2021, the FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The Company does not expect that the new guidance will significantly impact its condensed financial statements.
In November 2023, the FASB issued ASU No. 2023-07, “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires entities to make certain enhanced segment disclosures on both an annual and interim basis, including disclosure of significant segment expenses that are regularly provided to their chief operating decision maker (the “CODM”) as defined within Accounting Standards Codification Topic 280, “Segment Reporting,” as well as various information about an entity’s CODM, among other provisions. ASU 2023-07 does not change how entities identify their operating segments, aggregate them, or apply the quantitative thresholds to determine their reportable segments. The annual disclosures required by ASU 2023-07 are effective for the Company beginning in Fiscal 2025, with interim disclosures effective beginning in Fiscal 2026. The provisions of ASU 2023-07 are to be applied retrospectively to all prior periods presented. Early adoption is permitted. Other than the new disclosure requirements, ASU 2023-07 will not have an impact on the Company’s consolidated financial statements.
| 5. | PREPAYMENTS AND OTHER RECEIVABLES |
The prepayment
represents the amount paid pursuant of a lease agreement executed with one of the directors for the commercial unit used as office space
by the company. The current term of lease is approx. USD $
On September 1, 2023 the Company executed a further 12 month extension ending August 31, 2024 for USD $800 (CAD $1,000) per month.
On September 1, 2024 the Company executed a further 12 month extension ending August 31, 2025 for USD $800 (CAD $1,000) per month.
| F-12 |
| LSEB Creative Corp. |
| Notes to Consolidated Financial Statements |
| For the Years Ending March 31, 2026 and 2025 |
| 6. | EQUIPMENT |
| March 31, 2026 | March 31, 2025 | |||||||
| Cost | ||||||||
| Opening | ||||||||
| Addition | ||||||||
| Disposal | ||||||||
| Closing | ||||||||
| Accumulated Depreciation | ||||||||
| Opening | ||||||||
| Depreciation | ||||||||
| Closing | ||||||||
| Net Book Value | ||||||||
| 7. | ADVANCES FROM A RELATED PARTY & RELATED PARTY TRANSACTIONS |
These advances are from a shareholder of the Company. The amount is non-interest bearing, unsecured and due on demand. The carrying value of the advances approximates the market value due to the short-term maturity of the financial instruments.
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Jordan Starkman | ||||||||
| Lauren Bentley | ||||||||
| TOTAL | ||||||||
The Company’s transactions with related
parties were carried out on normal commercial terms and in the course of the Company’s business. Other than those disclosed elsewhere
in the financial statements, the related party transactions for the year ending March 31, 2026 were $
| F-13 |
| LSEB Creative Corp. |
| Notes to Consolidated Financial Statements |
| For the Years Ending March 31, 2026 and 2025 |
| 8. | STOCKHOLDERS’ DEFICIENCY |
Authorized stock
Preferred stock
The Company is authorized to issue preferred shares with a par value of $.
Common stock
The Company is authorized to issue common shares with a par value of $.
Issued stock
Preferred stock
As at March 31, 2026, the company has t issued any preferred stock.
On February 4, 2026, LSEB Creative Corp. filed Articles of Amendment with the Wyoming Secretary of State whereby the Board of Directors were expressly authorized, subject to limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in one or more series, and by filing a certificate of designation or amendment pursuant to the Wyoming Business Corporation Act, to fix, before issuance, the designation, the number of shares constituting each series, powers, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions thereof, of each series of Preferred Stock.
In addition, the Board of Directors approved a
Certificate of Designation for Series A Convertible Preferred Stock. This newly designation class of preferred stock consists of one million
() shares, par value $ per share. Each holder of Series A Convertible Stock may from time to time, convert any or all of
such holder’s shares of Series A Preferred into fully paid and non-assessable shares of common stock of the Company in an amount
equal to 100 shares of the Company’s common stock. Series A Preferred votes together with common stock and is entitled to
| F-14 |
| LSEB Creative Corp. |
| Notes to Consolidated Financial Statements |
| For the Years Ending March 31, 2026 and 2025 |
| 8. | STOCKHOLDERS’ DEFICIENCY (Continued.) |
The designation of the Series A Convertible Preferred Stock is intended to facilitate a potential change of control transaction. As of the date of this report, shares of Series A Convertible Preferred Stock have been issued, no definitive agreement providing for a change of control has been consummated, and no change of control of the Company has occurred.
Common stock
As at March 31, 2026, the company has shares of common stock issued and outstanding.
| 9. | CONTINGENCIES AND COMMITMENTS |
The Company has entered into a number of Consulting Agreements and pursuant to the Agreements the Company may be required to pay a 2%-3% finder’s fee associated with any new financings as of March 31, 2026. The Company has not been obligated to pay a finder’s fee related to the capital raised as of March 31, 2026.
The Company has no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
| 10. | INCOME TAXES |
Income taxes
The provision for income taxes differs from the
amounts which would be provided by applying a United States Federal corporate income tax rate of approximately
| For the | From | |||||||
| year ended | year ended | |||||||
| March 31, 2026 | March 31, 2025 | |||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Expected Income tax recovery | ( | ) | ( | ) | ||||
| Change in valuation allowance | ||||||||
| Net Tax Income | ||||||||
| F-15 |
| LSEB Creative Corp. |
| Notes to Consolidated Financial Statements |
| For the Years Ending March 31, 2026 and 2025 |
| 10. | INCOME TAXES (Continued.) |
Deferred tax assets
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Non-capital loss carry forwards | ||||||||
| Change in valuation allowance | ( | ) | ( | ) | ||||
| Net Deferred Tax Asset | ||||||||
As of March 31, 2026, the Company determined that
a valuation allowance relating to above deferred tax asset of the Company was necessary. This determination was based largely on the negative
evidence represented by the losses incurred in the previous years. The Company decided not to recognize any deferred tax asset, as it
is unlikely to be realized. Therefore, a valuation allowance of $
As of March 31, 2026, the Company has approximately
$
| 11. | SUBSEQUENT EVENTS |
The Company’s management has evaluated subsequent events up to August 4, 2026, the date the financial statements were issued, pursuant to the requirements of ASC 855 and has determined there are no material subsequent events to report except for the following:
On June 30, 2026, the Company issued 437,500 common shares at $0.08 per share for cash payment of $35,000.
| F-16 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean the company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a simple system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified. Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.
Management’s Annual Report on Internal Control Over Financial Reporting
Management of and its consolidated subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of its principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
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Material Weakness in Internal Control over Financial Reporting
Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2026 based on the framework established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that the Company’s internal control over financial reporting as of March 31, 2026 was not effective.
A material weakness, as defined in the standards established by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
The ineffectiveness of the Company’s internal control over financial reporting was due to the following material weaknesses which are indicative of many small companies with small number of staff:
| · | inadequate segregation of duties consistent with control objectives; |
| · | lack of independent Board of Directors and absence of Audit Committee to exercise oversight responsibility related to financial reporting and internal control; |
| · | lack of risk assessment procedures on internal controls to detect financial reporting risks in a timely manner; and |
| · | lack of documentation on policies and procedures that are critical to the accomplishment of financial reporting objectives. |
Management continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively.
The remediation actions planned include:
| · | identify gaps in our skills base and the expertise of our staff required to meet the financial reporting requirements of a public company; |
| · | continue to obtain sufficient resources to achieve adequate segregation of duties; and |
| · | continue to develop policies and procedures on internal control over financial reporting and monitor the effectiveness of operations on existing controls and procedures. |
Our management will continue to monitor and evaluate the relevance of our risk-based approach and the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only Management’s report in this annual report, which may increase the risk that weaknesses or deficiencies in our internal control over financial reporting go undetected.
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Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the year ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
During
the quarter ended March 31, 2026, no director or officer of the Company
We do not maintain
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Set forth below are the names, ages and positions of our current directors and executive officers. Unless otherwise indicated, the address of each person listed is c/o LSEB Creative Corp. 30 N. Gould St. #4000, Sheridan, WY 82801 In addition, set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.
| NAME | AGE | POSITION | ||
| Lauren Bentley | 29 | CEO and Chairman of the Board of Directors | ||
| Jordan Starkman | 56 | Chief Financial Officer and Director |
Lauren Bentley, President and Director – Lauren Bentley is currently President and is the founder of LSEB Creative Corp. Prior to LSEB, Lauren Bentley graduated from post-secondary school with an Advanced Diploma in Fashion Business Management, she quickly climbed the ladder of her career through hands-on experience, finding employment of various capacities in the fashion industry. Her industry experience includes sales, design, sourcing, distribution, and finance. She leads our design team and plays a central role in corporate strategy and promoting our distinctive corporate culture.
Jordan Starkman, CFO and Director – Jordan Starkman is currently the CFO and a director of LSEB Creative Corp. Jordan brings over thirty years of experience in sales, financial consulting, and investor and client relations to the LSEB team. Jordan has an extensive background in finance and business development, and he has worked as an independent consultant for various publicly traded companies responsible for initiating new business and developing long-term relationships with customers. Jordan holds a BA in Statistics from the University of Western Ontario. In addition, Mr. Starkman is the President of Rimrock Gold Corp., a publicly company trading on OTC Markets in the CBD business. Furthermore, Mr. Starkman was President of Health Advance Inc from April 2010 – November 2017, and Pacific Green Technologies from October 2008 to November 2016. Mr. Starkman is also employed by TerraPave Construction Corp from June 2012-present.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and holds office until removed by the board.
Board Composition
Our By-Laws provide that the Board of Directors which shall constitute the whole board shall not be less than one (1) nor more than seven (7) or such other maximum number of directors. The maximum or minimum number of directors cannot be changed, nor can a fixed number be substituted for the maximum and minimum numbers, except by a duly adopted amendment to the articles of incorporation or by an amendment to this bylaw.
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No Committees of the Board of Directors; No Financial Expert
We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. Nor do we have an audit committee or financial expert. Management has decided not to establish an audit committee at present because our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. As such, our entire Board of Directors acts as our audit committee. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Section 407 of the Sarbanes-Oxley Act of 2002 and Item 407(d) of Regulation S-K is beyond our limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in our financial statements at this stage of our development.
We have not formed a Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report.
Certain Legal Proceedings
None of our officers or directors has filed a personal bankruptcy petition, had a bankruptcy petition filed against any business of which they were a general partner or officer at the time of bankruptcy or within two years prior to that time, or has been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past ten (10) years.
Compliance with Section 16(a) Of the Exchange Act
We have filed a Form 8-A registration statement under Section 12 of the Securities Exchange Act of 1934, as amended. Section 16(a) of that act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.
Potential Conflicts of Interest
Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.
Code of Ethics
We intend to adopt a code of ethics that applies to our officers, directors and employees, including our principal executive officer and principal accounting officer, but have not done so to date due to our relatively small size. We intend to adopt a written code of ethics in the near future.
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ITEM 11. EXECUTIVE COMPENSATION
Compensation of Executive Officers and Directors
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the fiscal years ended March 31, 2026 and 2025 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):
SUMMARY COMPENSATION TABLE
| Name and Principal Position |
Year | Salary | Bonus | Stock Awards (1) |
Option Awards |
Non-Equity Incentive Plan Compensation |
Non-Qualified Deferred Compensation Earnings |
All Other Compensation |
Totals | |||||||||||||||||||||||||||
| Lauren Bentley | ||||||||||||||||||||||||||||||||||||
| President and Director | 2025 | $ | 7,321 | $ | 0 | $ | (1 | ) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
| 2026 | $ | 15,000 | $ | 0 | $ | (1 | ) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||
| Jordan Starkman, Director | 2025 | $ | 0 | $ | 0 | $ | (2 | ) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
| 2026 | $ | 0 | $ | 0 | $ | (2 | ) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||
Option Grants Table. There were no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table through March 31, 2026.
Aggregated Option Exercises and Fiscal Year-End Option Value Table. There were no stock options exercised during period ending March 31, 2026 by our executive officers named in the Summary Compensation Table.
Long-Term Incentive Plan (“LTIP”) Awards Table.
There were no awards made to our executive officers in the last completed fiscal year.
Compensation of Directors
Our Directors are permitted to receive fixed fees and other compensation for her services as a director. The Board of Directors has the authority to fix the compensation of directors. All directors will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with attending board of director and committee meetings.
Employment Agreements
We do not have any employment agreements in place with our officers and directors.
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Summary Compensation
Ms. Bentley, our CEO and director received consulting fees of $15,000 for her services to the Company during the period ended March 31, 2026 She currently does not have an employment agreement in place. She was issued 5,600,000 founders shares at inception. Mr. Starkman received $0 as consulting fees for the period ended March 31, 2026. In addition, he received 2,500,000 founder shares at inception.
Outstanding Equity Awards
Our directors and officers do not have unexercised options, stock that has not vested, or equity incentive plan awards.
Compensation of Directors
Ms. Bentley receives compensation as indicated above, and Mr. Starkman does not receive compensation for his services as director and CFO.
Employment Contracts, Termination of Employment, Change-in-Control Arrangements
There are no formal employment contracts, or other contracts with our officers or directors. The Company issued 8,100,000 shares of common stock to the officers and directors of the Company for services rendered. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, directors or consultants that would result from the resignation, retirement or any other termination of such directors, officers or consultants from us. There are no arrangements for directors, officers, employees or consultants that would result from a change-in-control.
Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table lists, as of March 31, 2026, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using beneficial ownership concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
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The percentages below are calculated based on 16,376,300 shares of our common stock issued and outstanding as of March 31, 2026. As of March 31, 2026, we did not have any outstanding options, warrants exercisable for, or other securities convertible into shares of our common stock. Unless otherwise indicated, the address of each officer and director listed below is c/o LSEB Creative Corp., 30 N. Gould St. #4000, Sheridan, WY 82801.
| Title of Class |
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Owner |
Percent of Class (1) |
|||||||
| Common Stock | Lauren Bentley (2) | 5,600,000 | (2) | 34.20% | ||||||
| 30 N. Gould St #4000, Sheridan, WY 82801 | ||||||||||
| Common Stock | Jordan Starkman (3) | 2,500,000 | (3) | 15.30% | ||||||
| 30 N Gould St #4000, Sheridan, WY 82801 | ||||||||||
| Common Stock | Faiyaz Bux (1) | 910,000 | (1) | 5.60% | ||||||
| 22 Oakworth Dr, Bolton, England, BL17BB | ||||||||||
| Common Stock | George Gallo (1) | 1,070,000 | (1) | 6.53% | ||||||
| 12 Cadetta Rd #1, Brampton, Ontario, L4P0X4 | ||||||||||
| Common Stock | All executive officers and directors as a group | 8,100,000 | 49.50% | |||||||
| (1) | The percent of class is based on 16,376,300 shares of our common stock issued and outstanding as of March 31, 2026. |
| (2) | Lauren Bentley is the Company’s President and is a director of the Company. Lauren Bentley received 5,600,000 shares of common stock for services rendered. |
| (3) | Jordan Starkman is the Company’s CFO and is a director of the Company. Jordan Starkman received 2,500,000 shares of common stock for services rendered. |
Securities Authorized for Issuance under Equity Compensation Plans
None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
During the period from April 3, 2019 (inception) to March 31, 2026 the Company received advances from its officer to pay for operating expenses. The balance due to the officers at March 31, 2026 totaled $158,748 and $116,596 as of March 31, 2025. There are no definitive repayment terms and no interest is accruing on these advances.
The related party transactions for the year ending March 31, 2026 were $12,920 (March 31, 2025: $15,903). The related party transactions is primarily attributed to Lauren Bentley’s consulting fees totaling $10,716 for the year ended March 31, 2026, and rent payable to Jordan Starkman in the amount of $2,204 for the year ended March 31, 2026.
The Company also issued 8,100,000 shares to its officers for services. In April 2019, we issued 5,600,000 founder shares of common stock to Lauren Bentley pursuant to the exemption from registration set forth in section 4(a)(2) of the Securities Act of 1933. The total purchase price of the Shares was $560. In April 2019, Jordan Starkman was appointed as a director and CFO of the Company, and was issued 2,500,000 shares for his services at a value of $250 pursuant to the exemption from registration set forth in section 4(a)(2) of the Securities Act of 1933.
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The Company has an office in Toronto, Canada. The premises are leased by Jordan Starkman and as of January 1, 2022 LSEB Creative entered into a lease agreement with Mr. Starkman for payment of $800 ($1,000 CDN) per month for the use of the space. The lease includes all utilities and internet. The current term of the lease is 9 months with an option to renew. The Company executed a Lease Extension Agreement for an additional 12 month period starting September 1, 2022 and ending August 31, 2023 for $800 ($1,000 CDN) per month. On September 1, 2023 the Company executed a further extension for USD $800 (CAD $1,000) per month ending on August 31, 2024. On September 1, 2024 the Company executed a further 12 month extension ending August 31, 2025 for USD $800 (CAD $1,000) per month.
Director Independence
We are not required to have a majority of independent directors on our Board of Directors. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the Board of Directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the fees billed by our principal independent accountants for the years indicated, for the categories of services indicated.
| Years Ended March 31, | ||||||||
| Category | 2026 | 2025 | ||||||
| Audit Fees | $ | 8,000 | $ | 8,000 | ||||
| Audit Subsequent Related Fees | – | – | ||||||
| Tax Fees | – | – | ||||||
| All Other Fees | – | – | ||||||
| Total | $ | 8,000 | $ | 8,000 | ||||
Audit Fees
For the Company’s fiscal years ended March 31, 2026, we are expected to be billed approximately $8,000 (2025 $8,000) for professional services rendered for the audit and review of our financial statements.
Tax Fees
For the Company’s fiscal years ended March 31, 2026 and 2025, we were not billed for professional services rendered for tax compliance, tax advice, or tax planning.
All Other Fees
The Company did not incur any other fees for the fiscal years ended March 31, 2026 and 2025.
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PART IV
ITEM 15. EXHIBITS AND SIGNATURES
EXHIBITS
a) Documents filed as part of this Annual Report
1. Consolidated Financial Statements
2. Financial Statement Schedules
3. Exhibits
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because 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 (embedded within the Inline XBRL document). |
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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.
| LSEB Creative Corp. | ||
| By: | /s/ Lauren Bentley | |
| Lauren Bentley | ||
| President, Director, Principal Executive Officer | ||
| By: | /s/ Jordan Starkman | |
|
Jordan Starkman Director, Chief Financial Officer, Principal Accounting Officer
Dated: August 4, 2026. | ||
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