STWI 10-Q
StageWise Strategies Corp. (STWI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from __________ to __________
Commission file number
(Exact name of registrant issuer as specified in its charter)
| 7311 | ||||
|
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Number) |
(I.R.S. Employer Identification Number) |
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
Tel: +1-
(Registrant’s phone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| N/a | N/a | N/a |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated Filer | [ ] | Accelerated Filer | [ ] | ||
| [X] | Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]
As of February 07, 2025, there were shares, par value $0.03, of the registrant’s common stock outstanding.
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TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION | |
| ITEM 1. | Financial Statements: | |
| Condensed Balance Sheets as of December 31, 2024 (unaudited) and September 30, 2024 | 4 | |
| Condensed Statements of Operations and Comprehensive Loss for the three months ended December 31, 2024 and 2023 (Unaudited) | 5 | |
| Condensed Statements of Changes in Stockholders’ Deficit for the three months ended December 31, 2024 and 2023 (Unaudited) | 6 | |
| Condensed Statements of Cash Flows for the three months ended December 31, 2024 and 2023 (Unaudited) | 7 | |
| Notes to the Condensed Financial Statements | 8 | |
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 16 |
| ITEM 4. | Controls and Procedures | 16 |
| PART II | OTHER INFORMATION | 19 |
| ITEM 1 | Legal Proceedings | 19 |
| ITEM 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 19 |
| ITEM 3 | Defaults Upon Senior Securities | 20 |
| ITEM 4 | Mine safety disclosures | 20 |
| ITEM 5 | Other Information | 20 |
| ITEM 6 | Exhibits | 20 |
| Signatures | 21 |
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| ITEM 1. | Financial Statements |
STAGEWISE STRATEGIES CORP.
BALANCE SHEETS
As of December 31, 2024 (Unaudited) |
As of September 30, 2024 (audited) | ||||
| ASSETS | |||||
| Current Assets | |||||
| Cash and cash equivalents | $ | $ | |||
| Total Current Assets | $ | $ | |||
| Other Assets | |||||
| Intangible Assets, net | $ | $ | |||
| Prepaid expenses | $ | $ | |||
| Total Other Assets | $ | $ | |||
| TOTAL ASSETS | $ | $ | |||
| LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | |||||
| Liabilities | |||||
| Accounts Payable | $ | $ | |||
| Deferred revenue | $ | $ | |||
| Loan from Related Parties | $ | $ | |||
| Total Current Liabilities | $ | $ | |||
| Total Liabilities | $ | $ | |||
| Stockholders’ Equity (Deficit) | |||||
Common Stock, $ par value, shares authorized, shares issued and outstanding as of December 31, 2024 and as of September 30, 2024 |
|
||||
| Additional Paid-in Capital | $ | $ | |||
| Accumulated Deficit | $ | ( |
$ | ( | |
| Total Stockholders’ Equity (Deficit) | ( | ||||
| TOTAL LIABILITIES & STOCKHOLDER`S EQUITY (DEFICIT) | $ | $ | |||
See accompanying notes to the unaudited condensed financial statements.
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STAGEWISE STRATEGIES CORP.
STATEMENTS OF OPERATIONS (Unaudited)
| Three Months Ended December 31, 2024 | Three Months Ended December 31, 2023 | |||
| Revenue | $ | |
$ | |
| Gross Profit | $ | $ | ||
| Operating Expenses | ||||
| Office rent | $ | $ | ||
| Postage and Delivery | $ | $ | ||
| Bank Service Charges | $ | $ | ||
| Business Licenses and Permits | $ | $ | ||
| Depreciation Expense | $ | $ | ||
| Professional Fees | $ | $ | ||
| SEO Services | $ | $ | ||
| Marketing Services | $ | $ | ||
| Total operating expenses | $ | $ | ||
| Income (Loss) from Operations | $ | $ | ( | |
| Other Income | ||||
| Interest Income | $ | |
$ | |
| Total Other Income (Expense) | $ | |
$ | |
| Net Income (Loss) | $ | $ | ( | |
| Net Income/Loss per Common Share – Basic & Diluted | $ | |
$ | ( |
| Weighted Average Number of Common Shares Outstanding-Basic & Diluted |
See accompanying notes to the unaudited condensed financial statements.
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STAGEWISE STRATEGIES CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
| Number of common stock | |||||||||
|
Shares |
Amount $0.001 par value |
Additional Paid-in- Capital |
Accumulated deficit
|
Total | |||||
| Balance as of September 30, 2023 | $ | $ | $ | ( |
$ | ( | |||
| Net loss for the three months ended December 31, 2023 |
- |
$ |
|
$ |
|
$ |
( |
$ |
( |
| Balance as of December 31, 2023 | $ | $ | $ | ( |
$ | ( | |||
| Balance as of September 30, 2024 | $ | $ | $ | ( |
$ | ( | |||
| Shares issued for cash | $ | $ | $ | $ | |||||
| Net income for the three months ended December 31, 2024 | - | $ | $ | $ | $ | ||||
| Balance as of December 31, 2024 | $ | $ | $ | ( |
$ | ||||
See accompanying notes to the unaudited condensed financial statements.
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STAGEWISE STRATEGIES CORP.
STATEMENTS OF CASH FLOWS
Three Months Ended December 31, 2024 |
Three Months Ended December 31, 2023 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net Income (Loss) | $ | $ | ( | |
| Adjustments to reconcile Net Income to net cash provided by operations: | ||||
| Prepaid expenses | $ | ( |
$ | |
| Accounts Payable | $ | $ | ( | |
| Accounts Receivable | $ | $ | ||
| Deferred revenue | $ | ( |
$ | |
| Accumulated Depreciation | $ | $ | ||
| Net cash provided by Operating Activities | $ | ( |
$ | ( |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Intangible assets | $ | ( |
$ | ( |
| Net cash provided by Investing Activities | $ | ( |
$ | ( |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from the Sale of Common Stock | $ | $ | ||
| Additional Paid-in Capital | $ | $ | ||
| Proceeds from Loan from Related Parties | $ | $ | ||
| Net cash provided by Financing Activities | $ | $ | ||
| Cash at beginning of period | $ | $ | ||
| Cash at end of period | $ | $ | ||
| Net cash increase for period | $ | ( |
$ | ( |
| Supplemental Schedule of Cash Flow | - | - | ||
| Information: Interest paid | ||||
| Income tax paid |
See accompanying notes to the unaudited condensed financial statements.
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STAGEWISE STRATEGIES CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2024
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
StageWise Strategies Corp. (“Company”) was incorporated on July 03, 2023 under the laws of Nevada. We provide search engine optimization (SEO) services. Our core purpose is to optimize online visibility and enhance organic search rankings for businesses across diverse industries. Leveraging advanced data analytics and proprietary algorithms, the company offers tailored keyword research and implementation strategies to effectively promote clients' products and services in the digital marketplace.
Our service offers an intelligent approach to website promotion, emphasizing a strong online presence for entrepreneurs. Our aim is to provide accessible tools for success, including trials for users to explore the service benefits. Additionally, we plan to introduce subscription-based options to enhance the experience with advanced capabilities, granting clients exclusive access to premium features for elevated website promotion.
Understanding the importance of a strong online presence for entrepreneurs, our goal is to equip them with the necessary tools for success. We intend to make our service accessible to as many users as possible and offer free trials for users to explore the benefits of our service. However, to further enhance the experience and offer advanced features and capabilities, we plan to introduce subscription-based options. These subscriptions will provide clients with exclusive access to premium features, allowing them to take their website promotion to the next level.
One of the key features of our website is the development of an extensive database. This database contains answers to a wide range of questions related to business promotion, as well as various scenarios for the realization of business projects. Using free version of our website clients gain one-attempt search trial per day that can assist them with 15 most useful keywords and provide a descriptive guidance on a daily basis. Meanwhile, the subscription-based API tool allows for a significantly increased number of queries, thereby improving the quality of business development strategy and making it incredibly advantageous for entrepreneurs managing multiple projects simultaneously. Our users can export obtained keywords and use them for creating content, search engine optimization, contextual advertising, or any other purposes.
Our website (https://stagewise.net/) is planned to emphasize an extensive database with answers to diverse business promotion questions and various project realization scenarios. The free version will offer clients one-attempt search trial per day, assisting them with 15 valuable keywords and providing daily descriptive guidance. Alternatively, the subscription-based API tool will allow for a significantly higher number of queries, enhancing the quality of business development strategies and benefiting entrepreneurs handling multiple projects.
Users will be able to export obtained keywords for content creation, search engine optimization, contextual advertising, or other purposes.
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Our platform will allow entrepreneurs to maintain a comprehensive focus on all their projects, regardless of their stage, whether they are startups or well-established businesses. Assistance of our platform's tips and guidance, will enable entrepreneurs systematically promote each project, ensuring a high-quality approach every step of the way.
Our company offers a powerful and user-friendly service that assists entrepreneurs in promoting their businesses. By leveraging CEO technology, our website is planned to provide invaluable keywords, comprehensive concise descriptions from a vast self-developed database of business promotion expertise. Through a paid subscription, entrepreneurs gain advanced search-based support with a specific number of monthly requests. Using our website, entrepreneurs will effectively manage multiple projects, receive expert guidance, and connect with professional executors for each new idea.
NOTE 2 - GOING CONCERN
The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the Company had revenues in amount of $54,690 for the three months ended December 31, 2024 and had a net income $27,700 year ended September 30, 2024. These factors indicate that the Company continues as a going concern.
The Company's capacity to operate as a going concern is reliant on its ability to generate profitable operations in the future and/or secure the required funding to meet its obligations and settle liabilities resulting from standard business operations when they become due. Management plans to increase sales but is prepared to finance operating expenses, if necessary, from cash on hand, as well as loans from directors and/or private placements of common stock.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company has adopted a September 30 fiscal year-end.
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Fair Value of Financial Instruments
The Company’s financial instruments consist of Current Assets in the form of intangible assets and Current Liabilities in the form of Related Party Loan. The carrying amounts of these financial instruments approximates fair value because of the short period of time between the origination of such instruments and their expected realization.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. As December 31, 2024 the Company had cash equivalents in total $6,596.
Related Parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Revenue
In accordance with ASC 606, revenue is measured based on a consideration specified with a customer and recognized when we satisfy the performance obligation specified with a customer. The Company is providing API subscriptions on identifying and analyzing keywords for search engine optimization purposes.
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For the three months ended December 31, 2024 and 2023, we generated
total revenue of $
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Recent Accounting Pronouncements
The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations.
NOTE 4 – COMMON STOCK
Upon formation, the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million (75,000,000) shares of Common Stock, par value $0.001 per share.
During the three months ended December 31, 2024, the Company issued 509,667 shares of common stock for cash proceeds at $0.03 per share for a total of $15,290.
There were and shares of common stock issued and outstanding as of December 31, 2024 and 2023, respectively.
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NOTE 5 – RELATED PARTY TRANSACTIONS
To support the Company’s financial needs, it may receive advances from related parties until it can sustain its operations or secure sufficient funding through the sale of its equity or traditional debt financing.
Prior to November 21, 2024, Yulia Zaporozhan, who served as the Company’s President, Director, Secretary, and CEO, was a related party with whom the Company entered into transactions between July 3, 2023 (inception) and November 21, 2024 under the Loan Agreement dated July 4, 2023 for $90,000 and the Amendment to Loan Agreement dated July 15, 2024, which increased the loan amount to $150,000.
As of November 21, 2024, the outstanding balance owed by the Company to Yulia Zaporozhan under the aforementioned loan agreements was $136,050, which included $14,220 advanced between October 1 and November 21, 2024. This amount represents the total amount provided by Yulia Zaporozhan to the Company to assist with operating expenses.
On November 22, 2024, Agreement on the Assignment of Rights was executed between the Company, Viktor Balan, and Yulia Zaporozhan. Viktor Balan, who at that time served as the Company’s Director and Treasurer (and subsequently assumed the roles of President, Secretary, and CEO following Yulia Zaporozhan 's departure (see 8-K report filed on November 22, 2024), paid Yulia Zaporozhan $136,050, representing the full outstanding balance of the debt owed by the Company to Yulia Zaporozhan. In consideration for this payment, Yulia Zaporozhan irrevocably assigned, transferred, and set over to Viktor Balan all of Yulia Zaporozhan's right, and title to the debt. This assignment effectively transferred the debt obligation from Yulia Zaporozhan to Viktor Balan.
On November 25, 2024, the Company entered into a new Loan Agreement with Viktor Balan. Under this agreement, Viktor Balan agreed to provide the Company a non-interest-bearing, fully secured loan in the amount of $200,000. This new loan agreement supersedes the debt assigned from Yulia Zaporozhan.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Commitments under agreements
On September 10, 2024, the Company entered into an agreement of $133,750 related to the development of its website, which will last until April 21, 2025. As of December 31, 2024, some of the work under this contract had been completed, namely: Phase 1 - Phase 4. The remaining steps on the website development will be completed the November-April, 2025.
Litigation
The Company was not subject to any legal proceedings from the period March 29, 2023 (Inception) to December 31, 2024, and no legal proceedings are currently pending or threatened to the best of our knowledge.
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NOTE 7 – INTANGIBLE ASSET
The Company accounts for its intangible assets in accordance with ASC 350-40, “Internal-Use Computer Software - Computer Software Developed or Obtained for Internal Use,” and ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC 350-40 requires assets to be carried at the cost of developing the asset and requires that an intangible asset be amortized over its useful life and that the useful life be assessed at each reporting period to determine whether events or circumstances require a revision of the remaining useful life. If the useful life estimate changes, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.
The company capitalized $28,800 on website development costs, amortized over five years at $5,760 annually. Subsequently, an additional $41,600 was invested in website development, also amortized over five years at $8,320 per year. Website development commenced on August 29, 2023.
In September 2024, the company embarked on the development of an AI Social Media Content Generator API, with a contracted budget of $133,750. Initial development costs in September 2024 amounted to $47,300. These costs are subject to amortization over a five-year period.
During the three-month period ending December 31, 2024, an additional $26,300 was incurred for API development, also subject to five-year amortization.
As of December 31, 2024, the accumulated costs for
website development totaled $70,400, and the AI Social Media Content Generator API development costs reached $73,600. Consequently, the
total intangible assets as of December 31, 2024, amounted to $
NOTE 8 – FOREIGN CURRENCY
As a result of the Company’s management operating in Europe, some of the Company’s transactions occurred in Euros. However, due to the little variance in the foreign currency translation rate in the period under audit, there were no gains or losses recorded to either other comprehensive income or net income.
NOTE 9 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10), the Company reviewed its operations as of February 07, 2025, the date these financial statements were issued, and concluded that it had subsequent events that could be disclosed in these financial statements. The CEO paid $14,500 on behalf of the Company for the period January 1, 2025 till February 07, 2025. Also, between January 1, 2025 and February 07, 2025, the Company issued shares of common stocks at $0.03 per share for cash proceeds of $8,240.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward- looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Business Overview
StageWise Strategies Corp. is a Nevada-based corporation specializing in SEO services tailored to empower entrepreneurs. Our main focus is enhancing online visibility. Through keyword analysis and website optimization, we enable clients to boost their search engine rankings, attracting organic web traffic and extending their online presence to a broader audience.
We aim to generate revenue through various channels linked to our SEO service, designed to empower entrepreneurs by enhancing their online visibility. Our core focus is on aiding individuals and businesses, spanning from startups to established enterprises, in bolstering their online presence and attracting organic web traffic.
Our primary revenue sources encompasses:
Subscription-Based API Tool: Entrepreneurs managing multiple concurrent projects can leverage our subscription-based API tool, offering an expanded query quota. Users subscribe to this tool, paying a recurring fee, granting them access to advanced features and the capability to export acquired keywords for various applications.
Users can access our service through our company's website, where they discover comprehensive information on our offerings, pricing plans, and a user-friendly contact interface for plan selection. Revenue is derived from fees associated with platform access.
We offer three-tiered subscription-based monthly plans: Basic, Standard, and Premium. Each plan carries a recurring fee, granting users access to progressively advanced features, higher request allowances, and enhanced functionality. Clients pay for their selected plan, aligning with their specific promotional requirements.
Results of Operations
Revenue
Total revenue for the three months ended December 31, 2024 and 2023 was $54,690 and $2,400, respectively.
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Operating expenses
Total expenses for the three months ended December 31, 2023 were $15,549, made up of office rent $30, postage and delivery $13, professional fees $13,068, depreciation expense $2,418, business licenses and permits $18, bank service charges $2.
Total expenses for the three months ended December 31, 2024 were $26,993, made up of office rent $45, marketing services $2,916, SEO services $ 1,417, professional fees $16,000, depreciation expense $6,189, business licenses and permits $200, bank service charges $226.
Net Loss
For the three months ended December 31, 2023, the company recorded a net loss of $13,146.
For the three months ended December 31, 2024, the company recorded a net income of $27,700.
Liquidity and Capital Resources
As of December 31, 2024, we had cash and cash equivalents of $6,596. The Company expects to obtain financing to meet our basic operating requirements for the next twelve months.
Operating Activities
For the three months ended December 31, 2024, net cash used in operating activities was $7,957 compared to net cash used in operating activities of $28,828 for three months ended December 31, 2023. This decrease was primarily due to the receipt of income in 2024.
Investing Activities
For the three months ended December 31, 2024 and 2023, net cash used in investing activities was $26,300 and $41,600, respectively.
Financing Activities
For the three months ended December 31, 2024, net cash provided by financing activities was $4,747, compared to the net cash provided by financing activities of $398 For the three months ended December 31, 2023.
Current Financial Condition
As of December 31, 2024, we have generated revenue in amount of $54,690. During the three months ended December 31, 2024, the Company issued 509,667 shares of common stock for cash proceeds at $0.03 per share for a total of $15,290. Please refer to our financial statements contained herein for more detailed information.
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Off-balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
Other Disclosures
On November 21, 2024, Yuliia Zaporozhan, a member of the Board of Directors of the Company, resigned from the positions of President, Director, Secretary, and CEO of the Company. On November 21, 2024, Victor Balan was appointed to serve as President, Secretary, and CEO, and continued to serve as Director and Treasurer. Effective November 21, 2024, Alarcon Martinez Marcelo Ramon was appointed to serve as Independent Director of the Company. An 8-K filing was made on November 22, 2024, to report these changes.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable to smaller reporting companies.
ITEM 4. Controls and Procedures
The company is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the 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 Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An assessment was conducted with the participation of our principal executive and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
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Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the company conducted an evaluation of the effectiveness of the company’s internal control over financial reporting as of September 30, 2024, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013").
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of September 30, 2024, the company determined that there were control deficiencies that constituted material weaknesses, as described below.
| 1. | We lack an adequate internal control structure – Due to the size of the company we do not have the appropriate control activities, risk assessment procedures, controls over information and communication, or effective monitoring controls. As a start up company, management is implementing practical measures to strengthen internal controls within the limitations of the company's structure. This includes documenting financial processes and workflows, creating checklists for critical tasks to ensure consistency, and setting clear approval thresholds for significant transactions. |
| 2. | We do not have appropriate segregation of duties or adequate accounting resources – The company has only two employees therefore no reviews are in place to ensure adequate financial reporting. Additionally, we lack accounting personnel with sufficient accounting knowledge, experience, and understanding of US GAAP or SEC rules. Further, while not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the company’s financial statements. |
Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. While the auditor's role does not include management responsibilities, their insights during the audit process enhance the accuracy and reliability of our financial reporting. To protect financial data, we have initiated regular backups stored securely off-site and implemented IT controls such as password-protected systems, user authentication, and basic logging of financial data changes to prevent unauthorized access or alterations.
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| 3. | We did not implement appropriate information technology controls – As at September 30, 2024, the company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. Further, there are no IT controls in place to prevent changes to, or misstatement in, financial reporting. We are formalizing a data backup process, including automated and off-site backups, to safeguard critical financial data. Basic IT controls such as access restrictions, user authentication, and change tracking will be implemented to ensure the integrity of financial reporting. |
Accordingly, the company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the company did not maintain effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control- Integrated Framework issued by COSO.
Changes in Internal Controls over Financial Reporting
There has been no change in our internal control over financial reporting occurred during the year ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
Item 1A. Risk Factors.
Stagewise Strategies Corp. operates in a dynamic and rapidly evolving market, and we cannot guarantee the sustained success of our business or the execution of our business plan.
We anticipate ongoing costs and expenses related to SEC reporting and compliance. Given the volatility of earnings, compliance may be challenging, which could impact investors' ability to sell their shares (if at all).
We may encounter obstacles in achieving the following objectives, which could significantly impact our ability to implement our business plan:
-Establishing and maintaining broad market acceptance of our strategies and solutions, and effectively converting this acceptance into both direct and indirect sources of revenue.
-Ensuring the adoption of our strategies and solutions across various environments, experiences, and device types.
-Timely and successfully developing new strategies and solutions, while continuously enhancing the functionality and features of our existing offerings.
-Developing strategies and solutions that result in high customer satisfaction and substantial end-customer usage, particularly in the realm of Online Marketing or Digital Advertising.
-Effectively addressing competition, including competition from emerging technologies and alternative solutions within the Online Marketing or Digital Advertising sector.
-Cultivating and sustaining strategic relationships to enhance the distribution, features, content, and utility of our strategies and solutions.
Our business strategy may encounter challenges, and we may struggle to address these risks in a cost-effective manner, if at all. In the event that we are unable to achieve these objectives successfully, it could have adverse consequences for our business.
Stagewise Strategies Corp. may face challenges in executing its business plan if it cannot secure adequate capital and may be compelled to incur high capital costs.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Mine Safety Disclosures.
Not applicable.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits
The following exhibits are included as part of this report by reference:
| 31.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
| 32.1 |
|
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, as amended, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, there unto duly authorized on February 7, 2025.
| STAGEWISE STRATEGIES CORP. | ||
| (Name of Registrant) | ||
| By: | /s/ Victor Balan | |
| Name: | Victor Balan | |
| Title: | President, Secretary, Treasurer, Director, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) |
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