Teg Overseas, Inc 10-Q for FY2026 Q1
Teg Overseas, Inc. (STWI)
About this 10-Q
Teg Overseas, Inc filed this 10-Q on February 3, 2026, covering the quarter ended December 31, 2025 (FY2026 Q1).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $19.22K
- down 64.9% from $54.69K a year earlier
- Net loss
- $14.24K
- compared with net income of $27.7K a year earlier
- Diluted EPS
- $0.00
- compared with -$0.01 a year earlier
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)
| 7374 | ||||
|
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Number) |
(I.R.S. Employer Identification Number) |
office@stagewise.net
(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 Website, 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.
Yes []
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 3, 2026, there were shares 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, 2025 (unaudited) and September 30, 2025 | 4 | |
| Condensed Statements of Operations and Comprehensive Loss for the three months ended December 31, 2025 and 2024 (Unaudited) | 5 | |
| Condensed Statements of Changes in Stockholders’ Deficit for the three months ended December 31, 2025 and 2024 (Unaudited) | 6 | |
| Condensed Statements of Cash Flows for the three months ended December 31, 2025 and 2024 (Unaudited) | 7 | |
| Notes to the Condensed Financial Statements (Unaudited) | 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 | 20 |
| ITEM 3 | Defaults Upon Senior Securities | 20 |
| ITEM 4 | Mine safety disclosures | 20 |
| ITEM 5 | Other Information | 20 |
| ITEM 6 | Exhibits | 21 |
| Signatures | 21 |
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ITEM 1. Financial Statements
STAGEWISE STRATEGIES CORP.
BALANCE SHEETS
| As of December 31, 2025 (Unaudited) | As of September 30, 2025 (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 | |||||||
| Current Liabilities | |||||||
| Accounts Payable | |||||||
| Deferred revenue | |||||||
| Loan from Related Parties | |||||||
| Total Current Liabilities | $ | $ | |||||
| Total Liabilities | $ | $ | |||||
| Stockholders’ Equity (Deficit) | |||||||
Common Stock, $0.001 par value, shares authorized, shares issued and outstanding as of December 31, 2025 and as of September 30, 2025 |
|
||||||
| Additional Paid-in Capital | |||||||
| Accumulated Deficit | ( |
( | |||||
| Total Stockholders’ Equity (Deficit) | $ | ( |
$ | ( | |||
| TOTAL LIABILITIES & STOCKHOLDERS’ 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, 2025 | Three months ended December 31, 2024 | |||
| Revenue | $ | $ | ||
| Gross Profit | $ | $ | ||
| Operating Expenses | ||||
| Office rent | ||||
| Postage and Delivery | ||||
| Bank Service Charges | ||||
| Business Licenses and Permits | ||||
| Website and API Expenses | ||||
| Website Technical Support | ( |
|||
| Depreciation Expense | |
|||
| Professional Fees | ||||
| SEO Services | ||||
| Marketing Services | ||||
| Server Lease | ||||
| Total operating expenses | $ | $ | ||
| Loss from Operations | $ | ( |
$ | |
| Other Income (Expense) | ||||
| Interest Income | ||||
| Total Other Income (Expense) | $ | $ | ||
| Net Income (Loss) | $ | ( |
$ | |
| Net 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) (Unaudited)
| Number of common stock | |||||||||
|
Shares |
Amount $0.001 par value |
Additional Paid-in- Capital |
Accumulated deficit
|
Total | |||||
| Balance as of September 30, 2024 | $ | $ | $ | ( |
$ | ( | |||
| Shares issued for cash | |||||||||
| Net income | - | - | - | 27,700 | 27,700 | ||||
| Balance as of December 31, 2024 | $ | $ | $ | ( |
$ | ||||
| Balance as of September 30, 2025 | $ | $ | $ | ( |
$ | ( | |||
| Shares Cancelled | ( |
( |
|||||||
| Net Loss | - | - | - | (14,243) | (14,243) | ||||
| Balance as of December 31, 2025 | $ | $ | $ | ( |
$ | ( | |||
See accompanying notes to the unaudited condensed financial statements.
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STAGEWISE STRATEGIES CORP.
STATEMENTS OF CASH FLOWS (Unaudited)
| Three Months Ended December 31, 2025 | Three Months Ended December 31, 2024 | |||
| OPERATING ACTIVITIES | ||||
| Net Loss | $ | ( |
$ | |
| Adjustments to reconcile Net Loss to net cash provided by operations: | ||||
| Prepaid expenses | ||||
| Accounts Payable | ||||
| Deferred revenue | ( | |||
| Accumulated Depreciation | ||||
| Net Cash provided by Operating Activities | $ | $ | ( | |
| INVESTING ACTIVITIES | ||||
| Intangible assets | ( | |||
| Net Cash provided by Investing Activities | $ | $ | ( | |
| FINANCING ACTIVITIES | ||||
| Proceeds from the Sale of Common Stock | ||||
| Additional Paid-in Capital | ||||
| Proceeds from Loan from Related Parties | ||||
| Repayment to Loan from Related Parties | ( |
|||
| Net Cash provided by Financing Activities | $ | ( |
$ | |
| Cash at beginning of period | $ | $ | ||
| Cash at end of period | $ | $ | ||
| Net Cash Decrease 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, 2025 (Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
StageWise Strategies Corp. (“Company”) was incorporated on July 03, 2023 under the laws of Nevada. We specialize in delivering comprehensive search engine optimization (SEO) services aimed at increasing online visibility and improving organic search performance for businesses across a wide range of industries. By utilizing advanced data analytics and proprietary algorithms, we offer 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. We present three monthly subscription plans: Basic, Standard, and Premium, each with expanding functionality and request allowances.
Our subscription-based API tool is tailored to provide a significantly expanded quota of queries. This enhancement elevates the quality of business development strategies, delivering advantages for entrepreneurs managing multiple concurrent projects. Users have the capability to export the acquired keywords, facilitating their utilization in content creation, search engine optimization, contextual advertising, or any other relevant applications.
Our website (https://stagewise.net/) emphasizes 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.
Our platform allows entrepreneurs to maintain a comprehensive focus on all their projects, regardless of their stage, whether they are startups or well-established businesses. With the assistance of our platform's tips and guidance, entrepreneurs can 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 provides 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 effectively manage multiple projects, receive expert guidance, and connect with professional executors for each new idea.
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On May 1, 2025, we introduced the "AI Social Media Content Generator" API on our website. This API enables the effortless creation of platform-specific social media posts for Instagram, Facebook, Twitter, LinkedIn, TikTok, and other platforms. Optimized for maximum engagement, the API provides SEO-friendly content tailored to meet each platform’s unique formatting and algorithmic preferences. Designed to deliver real-time updates, it generates posts that reflect the latest social media trends, supporting brands in increasing their visibility and fostering viral engagement. This AI-powered solution represents a significant expansion of the Company’s service offerings in the area of digital marketing and content automation.
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 generated $
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, 2025 the Company had cash equivalents in total $516.
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, 2025 and 2024, we generated total revenue of $19,219 and $54,690, respectively. As of December 31, 2025 and September 30, 2025 the Company reported deferred revenue of $18,595 and $14,602, respectively. Accounts receivable was $0 as of December 31, 2025 and September 30, 2025.
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, 2025, the Company issued no shares of common stock.
On December 23, 2025, the Company entered into a Stock Cancellation Agreement (the "Agreement") with Victor Balan, the Company's President, Secretary, Treasurer, Director and Chief Executive Officer. Pursuant to the Agreement, Victor Balan voluntarily surrendered 1,000,000 shares of the Company's common stock for cancellation, without receiving any cash or other consideration in exchange.
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The Company accepted the surrender of the shares, which will be cancelled on the Company's stock ledger, thereby reducing the total number of outstanding shares of common stock. The voluntary cancellation was made without consideration as part of the Company’s broader capital restructuring efforts.
As a result of the cancellation, Victor Balan now beneficially owns 1,000,000 shares of common stock.
As of December 31, 2025, the Company had shares issued and outstanding.
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.
On November 25, 2024, the Company entered into
a Loan Agreement with Victor Balan, who serves as the Company’s President, Director, Treasurer and Secretary, and CEO. Under this
agreement, Mr. Balan agreed to provide the Company with a non-interest-bearing, fully secured loan in the amount of $200,000. This loan
replaced the debt previously assigned to him by the former officer and director of the Company. The loan agreement was amended, resulting
in an increase in the principal amount on April 01, 2025 increased the facility amount to its current value of $350,000. Loan is for working
capital purposes and is interest-free, and has no fixed payment terms other than the maturity date of March 31, 2030. As of December 31,
2025, the outstanding balance owed by the Company to Viktor Balan under the amended loan agreement was $
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Litigation
The Company was not subject to any legal proceedings from the period July 03, 2023 (Inception) to December 31, 2025, and no legal proceedings are currently pending or threatened to the best of our knowledge.
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 estimates changes, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.
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The Company owns the following intangible assets: a website and API software. The Company capitalized $70,400 in website development costs, amortized over five years. Website development occurred between August 2023 and February 2024.
Between September 2024 and April
2025, the Company developed the Social Media Content Generator AI API and capitalized $129,750 in development costs. The capitalized costs
are amortized on a straight-line basis over five years. Total intangible assets as of December 31, 2025 were $
Amortization expense for the three months ended December 31, 2025 was $
NOTE 8 - FOREIGN CURRENCY
As a result of the Company’s management may operate in Europe, some of the Company’s transactions may be conducted in 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 has analyzed its operations subsequent to December 31, 2025, and has determined that it does not have any material subsequent events to disclose in these financial statements.
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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 search engine optimization (SEO) services that help entrepreneurs and businesses improve their online visibility. Our primary goal is to enhance clients’ search engine rankings through targeted keyword analysis and website optimization strategies.
We aim to generate revenue by offering tailored SEO solutions that support both emerging startups and established companies in attracting organic traffic and expanding their digital reach.
Our primary revenue sources encompass:
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.
Social Media Content Generator AI API: This API enables the automated generation of platform-specific social media content optimized for Instagram, Facebook, LinkedIn, Twitter, TikTok, and others. Designed to align with each platform’s algorithmic preferences and formatting requirements, the tool delivers SEO-friendly, engagement-driven posts in real time. Revenue is generated through subscription-based access to the API, with pricing determined by usage volume and feature tier. Users can access this service through our company's website.
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Results of Operations
Revenue
Total revenue for the three months ended December 31, 2025 and 2024 was $19,219 and $54,690, respectively.
Operating expenses
Total expenses for the three months ended December 31, 2025 were $33,462, made up of office rent $95, bank service charges $7, depreciation expense $10,115, business licenses and permits $150, professional fees $23,017, website and API expenses $4,000, website Technical Support ($12,000), SEO services $803, marketing services $4,568 and server lease $2,707.
Total expenses for the three months ended December 31, 2024 were $26,993, made up of office rent $45, bank service charges $226, depreciation expense $6,189, business licenses and permits $200, professional fees $16,000, SEO services $1,417, marketing services $2,916.
Net Loss
For the three months ended December 31, 2025, the company recorded a net loss of $14,243.
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, 2025, we had cash and cash equivalents of $516. 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, 2025, net cash provided by operating activities was $7,943 compared to net cash used in operating activities of $7,957 for three months ended December 31, 2024.
Investing Activities
For the three months ended December 31, 2025 and 2024, net cash used in investing activities was $0 and $26,300, respectively.
Financing Activities
For the three months ended December 31, 2025, net cash used in financing activities was $12,000, compared to the net cash provided by financing activities of $29,510 for the three months ended December 31, 2024. Such changes were due to Proceeds from sale of common shares and Proceeds from Loan from Related Parties.
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Current Financial Condition
As of December 31, 2025, we have generated revenue in amount of $19,219. The Company issued no shares of common stock during the three months ended December 31, 2025. Please refer to our financial statements contained herein for more detailed information.
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.
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, 2025. 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 December 31, 2025, 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 December 31, 2025, 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 smaller reporting 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 one employee 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 December 31, 2025, 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, 2025 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 three months ended December 31, 2025, 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.
On December 23, 2025, the Board of Directors, decided to appoint Anna Toczko as a Director of the Company.
The business background descriptions of the newly appointed Director is as follows:
Ms. Anna Toczko, age 32, holds a Bachelor’s degree in Business Administration from the University of Warsaw, Poland, where her studies focused on digital business, marketing fundamentals, and technology-driven commercial strategies. Over the past five years, Ms. Toczko has worked in a consulting and advisory capacity with digital platforms focused on technology-enabled marketing and analytics services. From 2020 to 2022, she advised early-stage companies on digital presence and online performance optimization. From 2022 to 2025, she provided product and platform advisory support to digital platforms offering marketing and analytics tools, including user experience optimization.
There are no family relationships between our new director and our current director. There have been no transactions since the beginning of our last fiscal year, or any currently proposed transaction, in which we were or are to be a participant, exceeding $120,000 and in which our new officer had or will have a direct or indirect material interest. There is no material plan, contract or arrangement (whether or not written) to which our new director is a party or in which he participates that is entered into or a material amendment in connection with the triggering event or any grant or award to any such covered person or modification thereto, under any such plan, contract or arrangement in connection with any such event.
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ITEM 6. Exhibits
The following exhibits are included as part of this report by reference:
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 03, 2026.
| STAGEWISE STRATEGIES CORP. | ||
| (Name of Registrant) | ||
| By: | /s/ 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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Exhibit 31.1
CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a)
I, Victor Balan, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of StageWise Strategies Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| February 03, 2026 | ||
| By: | /s/ Victor Balan | |
| Victor Balan | ||
| Title: | President, Secretary, Treasurer, Director, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of StageWise Strategies Corp. (the “Company”) on Form 10-Q for the period ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Victor Balan, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| February 03, 2026 | ||
| By: | /s/ Victor Balan | |
| Victor Balan | ||
| Title: | President, Secretary, Treasurer, Director, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) |