Teg Overseas, Inc 10-K for FY2025
Teg Overseas, Inc. (STWI)
About this 10-K
Teg Overseas, Inc filed this 10-K on December 16, 2025, covering the fiscal year ended September 30, 2025 (FY2025).
Headline figures
Fiscal year ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $95.41K
- up 959.3% from $9007 a year earlier
- Net loss
- $74.76K
- compared with a net loss of $30.62K a year earlier
- Diluted EPS
- -$0.02
- compared with -$0.01 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the fiscal year ended
For the transition period from __________ to __________
Commission file number
(Exact name of registrant as specified in its charter)
|
(State or Other Jurisdiction of Incorporation or Organization) |
7374 (Primary Standard Industrial Classification Number) |
(IRS Employer Identification Number) |
+1
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | - | - |
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ]
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]
The aggregate market
value of the voting and non-voting common equity held by non-affiliates of the registrant on September 30, 2024, the last business day
fiscal year, was
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: common shares issued and outstanding as of December 16, 2025.
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STAGEWISE STRATEGIES CORP.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
| PART I | PAGE | |
| Item 1. | Business. | 4 |
| Item 1A. | Risk Factors. | 6 |
| Item 1B. | Unresolved Staff Comments. | 7 |
| Item 2. | Properties. | 7 |
| Item 3. | Legal Proceedings. | 7 |
| Item 4. | Mine Safety Disclosures. | 7 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 8 |
| Item 6. | [Reserved] | 8 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 8 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 10 |
| Item 8. | Financial Statements and Supplementary Data. | 10 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 10 |
| Item 9A. | Controls and Procedures. | 10 |
| Item 9B. | Other Information. | 12 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 12 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance. | 13 |
| Item 11. | Executive Compensation. | 13 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 14 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 14 |
| Item 14. | Principal Accountant Fees and Services. | 14 |
| PART IV | ||
| Item 15. | Exhibit and Financial Statement Schedules. | 16 |
| Item 16. | Form 10-K Summary. | 16 |
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PART I
ITEM 1. BUSINESS
Business Overview
Unless the context otherwise requires, throughout this Annual Report on Form 10-K, the words “StageWise Strategies,” “we,” “us,” or the “Company” refer to StageWise Strategies Corp. (as applicable).
We are committed to providing Search Engine Optimization (“SEO”) solutions to emerging entrepreneurs. Our platform provides a keyword research tool to identify and select keywords relevant to a business or website. Through keyword analysis and website optimization, we boost search engine rankings, driving more organic traffic and expanding product and service reach.
Our service is designed to provide entrepreneurs with an enhanced approach to website promotion. We offer 15 complimentary queries, for a firsthand experience. We present three monthly subscription plans: Basic, Standard, and Premium, each with expanding functionality and request allowances. These subscriptions enable clients to elevate their website promotion efforts to align with their specific needs and ambitions.
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.
Access to our service is facilitated through the website, which offers extensive information on our services, pricing structures, and a dedicated contact option for plan selection.
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.
Business Model
Our business model is designed to serve emerging entrepreneurs by offering SEO solutions that prioritize boosting online presence through keyword analysis and website optimization. We empower our clients to attract more organic traffic and expand their product and service reach. Our revenue generation plan includes subscription-based models, comprising Basic, Standard, and Premium tiers, each offering expanded functionality and request allowances. Entrepreneurs managing multiple projects can benefit from our subscription-based API tool, which provides a significantly increased quota of queries, enabling them to elevate the quality of their business development strategies. Additionally, we offer a keyword research tool, allowing users to access 15 keywords and a comprehensive business description with a single request. This tool serves entrepreneurs, particularly those managing multiple projects, by facilitating tasks such as content creation, search engine optimization, contextual advertising, and can be accessed through our website. Our channels of engagement primarily involve online access to our website, where clients can select subscription plans and download our program to access and make use of our services.
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Our Competitive Strengths:
- Keyword Analysis and Optimization: We specialize in identifying and utilizing relevant keywords to optimize websites for improved search engine performance.
- Strategic Online Promotion: Our service delivers a methodical approach to online promotion, recognizing the significance of a robust online presence for entrepreneurial success.
- Complimentary Queries: We provide a complimentary allocation of 15 queries, allowing users to sample our service by uncovering valuable keywords and receiving guidance within this limit.
- Subscription Plans: We present three subscription tiers - Basic, Standard, and Premium - each offering progressively advanced functionality and query allowances to cater to varying client needs.
- Expanding Database: Our service features an expanding database containing comprehensive information on business promotion and diverse project execution scenarios, aiding informed decision-making.
- API Tool: For users handling multiple projects concurrently, our subscription-based API tool offers an expanded query quota, enabling advanced business development strategies and keyword export for various applications.
- User-Friendly Platform: Our service is easily accessible through our website, where users can find detailed information on services, pricing plans, and an intuitive interface for plan selection.
- Holistic Project Management: Entrepreneurs, whether startups or established businesses, can benefit from our platform's guidance and tools for systematic project promotion.
Effect of General Economic Conditions on our Business
The state of the general economy significantly affects our SEO business. During economic recoveries and stable periods, entrepreneurs are more willing to invest in enhancing their online presence. A strong economy makes it easier for them to justify this investment, resulting in increased demand for our SEO services. In contrast, economic downturns may lead to reduced demand as businesses tighten their budgets. Therefore, the economic environment plays a pivotal role in determining the demand for our services.
Regulation
Our activities are subject to a number of federal, state, and international laws and regulations governing online platforms and mobile devices. These laws cover areas such as privacy, user data protection (including the collection of data from minors), online and mobile content, advertising, marketing activities, and anti-corruption measures.
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We recognize the dynamic nature of the regulatory environment in the online platform and mobile device sector and are committed to fully complying with all applicable laws and regulations governing our industry.
Employees
As of the date of this report, the Company has no employees other than its executive officers. The Board of Directors consists of two members, Victor Balan and Marcelo Ramon Alarcon Martinez. Victor Balan serves as President, Secretary, Treasurer and Chief Executive Officer.
None of the Company’s directors or executive officers is party to an employment agreement with the Company.
Corporate organization
StageWise Strategies is a Nevada corporation organized in 2023 with its principal office located at Friedrichstr. 114A, 10117, Berlin, Germany. Our telephone number is (413) 307-6199.
ITEM 1A. Risk Factors
As a Smaller Reporting Company, the company is not required to include the disclosure under this Item 1A. Risk Factors. Despite the fact that we are not required to provide risk factors, we consider the following factors to be risks to our continued growth and development:
| · | The company faces high risks due to the rapidly evolving market and competition. |
| · | Market Acceptance: Failure to achieve broad market acceptance and adoption of solutions across various environments, which is essential for generating revenue. |
| · | Competition: Difficulty in effectively addressing competition from emerging technologies and alternative solutions. |
| · | Capital Shortfall: The uncertainty and potentially high cost of obtaining the necessary additional capital required to implement the business plan. |
| · | Operational Challenges. The business structure introduces difficulty in forecasting revenue. |
| · | Unpredictable Sales Cycles: The long and unpredictable evaluation/sales cycles inherent in the business make it challenging to forecast operational outcomes and the timing of revenue recognition, especially when economic downturns impact customers. |
| · | Our capacity to engage in significant research and development endeavors is constrained due to our financial limitations, potentially obstructing our future growth potential. |
6
StageWise Strategies 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.
Our strategic approach and solutions are part of a continuously evolving landscape, and the markets in which we operate, specifically in the Online Marketing or Digital Advertising industry, are subject to rapid change. Consequently, we must assess our prospects in light of the challenges, costs, and complexities frequently encountered by emerging companies in such swiftly evolving markets.
ITEM 1B. Unresolved Staff Comments
Not applicable to smaller reporting companies.
ITEM 2. Properties
Our current office space is located at Friedrichstr. 114A, 10117, Berlin, Germany. The space is adequate for our needs.
ITEM 3. 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 4. Mine Safety Disclosures
Not applicable.
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PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is not currently traded on any exchange. We cannot assure that any market for the shares will develop or be sustained. We have not paid any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. We intend to retain any earnings to finance the growth of our business. We cannot assure you that we will ever pay cash dividends.
Whether we pay cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, capital requirements and any other factors that the Board of Directors decides are relevant. See Management’s Discussion and Analysis of Financial Condition and Results of Operations.
As of September 30, 2025, the company has 5,044,334 shares of common stock issued and outstanding held by company’s shareholders.
ITEM 6. Reserved
Not applicable to smaller reporting companies.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with (i) our audited financial statement as of September 30, 2025, that appear elsewhere in this filing. This filing contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward- looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward -looking statements contained herein to reflect future events or developments.
In General
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.
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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.
Results of Operations
Fiscal year ended September 30, 2025 compared to fiscal year ended September 30, 2024
During the years ended September 30, 2025 and 2024 we have generated $95,409 and $9,007 in revenues, respectively.
Our net loss for the fiscal year ended September 30, 2025 was $74,758 compared to a net loss of $30,616 during the fiscal year ended September 30, 2024.
Operating expenses incurred were $170,170 during fiscal year ended September 30, 2025 compared to $39,630 during fiscal year ended September 30, 2024.
Liquidity and Capital Resources
Fiscal year ended September 30, 2025 and 2024
As of September 30, 2025, our total assets were $164,867 consisting of $4,573 current assets, $8,078 other assets and $152,216 intangible assets. As of September 30, 2024 our total assets were $115,744 consisting of $11,343 cash and $104,401 intangible assets.
Operating Activities
For the years ended September 30, 2025 and 2024, net cash used in operating activities was $48,500 and $12,217, respectively.
Investing Activities
For the years ended September 30, 2025 and 2024, net cash used in investing activities was $82,450 and $88,900, respectively.
Financing Activities
For the years ended September 30, 2025 and 2024, net cash provided by financing activities was $124,180 and $111,850, respectively from director’s loan and capital stock.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
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Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable to smaller reporting companies.
ITEM 8. Financial Statements and Supplementary Data
The Company’s Financial Statements required by Item 8, together with the reports thereon of the Independent Registered Public Accounting Firm are set forth on pages 17 through 28 of this report and are incorporated by reference in this Item 8.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
We have had no changes in or disagreements with our independent registered public accountant.
ITEM 9A. 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.
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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 September 30, 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.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (ICFR), defined as a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with US GAAP.
We acknowledge that inherent limitations exist in any control system. Under the guidance of the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of its ICFR as of September 30, 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, that introduces a reasonable possibility that a material misstatement of the financial statements could occur and not be prevented or detected on a timely basis.
Based on our assessment as of September 30, 2025, the following control deficiencies collectively constitute material weaknesses:
1) Ineffective Control Environment and Inadequate Documentation
Due to the Company's size and structure, the control environment lacks necessary formality. This affects multiple components of the COSO framework, including insufficient control activities, the absence of a formal risk assessment process, and inadequate monitoring controls.
Remediation Plan: Establish a process for documenting all business processes to strengthen the control environment.
2) Resource Constraints and Lack of Segregation of Duties
The company has only two employees, which hinders effective segregation of duties and independent audits. Furthermore, we recognize the need to attract additional staff with greater knowledge and experience in US GAAP and SEC reporting. The Board of Directors, which serves as the Audit Committee, currently lacks a member independent of management.
3) Deficiency in General Information Technology Controls.
The Company lacks formal, documented General Information Technology Controls essential for data integrity and availability. This includes the absence of procedures for regular, automated, off-site data backups and robust IT security controls to prevent unauthorized changes to financial data.
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Remediation Plan: We are committed to implementing a formal IT control structure in 2026, which includes:
-Adopting an automated, cloud-based data backup solution with a defined retention schedule.
-Enhancing system security through more granular access restrictions, mandatory user authentication, and detailed change tracking/logging.
The identified control deficiencies result in a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis.
Consequently, management has concluded that the Company did not maintain effective internal control over financial reporting as of September 30, 2025, based on the COSO criteria.
Despite these material weaknesses, management confirms that the Company’s financial statements included in this filing are fairly presented, in all material respects, the financial position, results of operations, and cash flows of the Company as of the dates and for the periods presented, in conformity with US GAAP.
Changes in Internal Controls over Financial Reporting
There has been no change in our internal control over financial reporting occurred during the year ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. Other Information
None.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
| Name | Age | Position |
| Victor Balan | 31 | Director, President, Secretary, Treasurer and Chief Executive Officer |
| Marcelo Ramon Alarcon Martinez | 30 | Director |
Victor Balan, Director, President, Secretary, Treasurer and Chief Executive Officer
Mr. Balan has served as the company's acting director since July 3, 2023. He assumed the position of company president on November 22, 2024. Mr. Balan graduated from the Odessa National Maritime University and in 2018, he moved to the automotive industry as a senior sales manager at NNauto. In 2019, he continued his education by completing courses in digital marketing and web development. Since then, Mr. Balan has worked as a self-employed professional in front-end and back-end development, creating websites for technology products and gadgets.
Marcelo Ramon Alarcon Martinez, Director
Mr. Alarcon Martinez has served as the company's acting director since November 21, 2024. Mr. Alarcon Martinez holds a Master’s degree in Electromechanical Engineering with a focus on Electronics from Universidad Catolica - Campus Alto Parana, Paraguay. During his studies, Mr. Alarcon Martinez worked as a Junior Engineer at CIE S.A., assisting with integrating electrical systems into commercial and industrial projects. From 2017 to 2021, Mr. Alarcon Martinez worked as an SEO Specialist at Tigo Paraguay, one of the leading telecommunications and digital services providers in the country. From 2021 to 2024, Mr. Alarcon Martinez held the position of Digital Marketing Director at Clever Global, based in Madrid, Spain, a company providing technological and outsourcing services specializing in the control process.
ITEM 11. Executive Compensation
Summary Compensation Table
|
Name and Principal Position |
Period |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
All Other Compensation ($) |
Total ($) |
| Victor Balan (Director, President, Secretary, Treasurer and Chief Executive Officer) | Since inception July 3, 2023 till September 30, 2025 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
| Marcelo Ramon Alarcon Martinez (Director) | Since November 21, 2024 till September 30, 2025 | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
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There are no current employment agreements between the company and its Officers.
Mr. Balan currently devotes restricted amount of time to our operations. They have agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of September 30, 2025, certain information with respect to the beneficial ownership of shares of our Common Stock by: (i) each person known to us to be the beneficial owner of more than five percent (5%) of our outstanding shares of Common Stock, (ii) each director or nominee for director of our company, (iii) each of the executives, and (iv) our directors and executive officers as a group. Unless otherwise indicated, the address of each shareholder is c/o our company at our principal office address:
| Beneficial Owner | Address | Number of Shares | Owned Percent of Class |
| Victor Balan | Pechhuttenstrasse 6, Schifferstadt 67105, Germany | 2,000,000 | 39.65% |
|
Yuliia Zaporozhan
|
Keselstrasse 65, Kempten 87435, Germany | 2,000,000 | 39.65% |
(*) Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities.
Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person’s household. This includes any shares such person has the right to acquire within 60 days.
(**) Percent of class is calculated on the basis of the number of fully diluted shares outstanding on September 30, 2025 - 5,044,334.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
Certain Relationships and Related Transactions
It is our practice and policy to comply with all applicable laws, rules and regulations regarding related person transactions, including the Sarbanes-Oxley Act of 2002. A related person is an
executive officer, director or more than 5% stockholder of StageWise Strategies Corp., including any immediate family members, and any entity owned or controlled by such persons. Our Board of Directors (excluding any interested director) is charged with reviewing and approving all related-person transactions, and a special committee of our Board of Directors is established to negotiate the terms of such transactions. In considering related-person transactions, our Board of Directors considers all relevant available facts and circumstances.
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Related Party Transactions
On November 25, 2024, the Company entered into a Loan Agreement with Victor Balan, who serves as the CompanyÕs 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 September 30, 2025, the outstanding balance owed by the Company to Viktor Balan under the amended loan agreement was $218,700.
ITEM 14. Principal Accountant Fees and Services
Fees billed to our company for the years ended September 30, 2025 and 2024 for professional services rendered amounted to $23,000 and $17,000.
The following table sets forth the fees billed to our company for the years ended September 30, 2025 and 2024 for professional services rendered.
| 2025 | 2024 | |||
| Audit Fees | $ | 23,000 | $ | 17,000 |
| Audit Related Fees | - | - | ||
| Tax Fees | - | - | ||
| All Other Fees | - | - | ||
| Total | $ | 23,000 | $ | 17,000 |
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)The following documents are filed as part of this Form 10-K:
(1) Financial Statements:
| Report of Independent Registered Public Accounting Firm | 18 | |
| Balance Sheets as of September 30, 2025 and 2024 | 19 | |
| Statements of Operations for the year ended September 30, 2025 and 2024 | 20 | |
| Statements of Changes in Stockholders’ Deficit ended September 30, 2025 and 2024 | 21 | |
| Statements of Cash Flows for the year ended September 30, 2025 and 2024 | 22 | |
| Notes to Financial Statements | 23 - 28 |
(2) Financial Statement Schedules:
None.
(3) Exhibits
Item 16. Form 10-K Summary
None.
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 on December 16, 2025.
| STAGEWISE STRATEGIES CORP. | |
| By: /s/ Victor Balan | |
| Victor Balan, Director, Treasurer | |
| By: /s/ Alarcon Martinez Marcelo Ramon | |
| Alarcon Martinez Marcelo Ramon, Independent Director |
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INDEX TO FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm | 18 | |
| Balance Sheets as of September 30, 2025 and 2024 | 19 | |
| Statements of Operations for the year ended September 30, 2025 and 2024 | 20 | |
| Statements of Changes in Stockholders’ Deficit ended September 30, 2025 and 2024 | 21 | |
| Statements of Cash Flows for the year ended September 30, 2025 and 2024 | 22 | |
| Notes to Financial Statements | 23 - 28 |
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors
Stagewise Strategies Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Stagewise Strategies Corp. (the "Company") as of September 30, 2025 and September 30, 2024, the related statements of operations, statements of cash flows and statement changes in stockholders' deficit, from inception to the period ended September 30, 2025 and 2024, 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 September 30, 2025 and 2024, and the results of its operations and its cash flows from inception to the period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Uncertainty
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $112,364 and a negative cash flow from operations amounting to $74,758 from inception to the period ended September 30, 2025. These factors as discussed in Note 3 of the financial statements raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
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 audits 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 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 disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit maters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Related party loans
We noted a significant related party loans as a critical matter.
We performed the following procedures to address the matter such as, confirmation of those related party loans, risk assessment of the nature of the related party transactions, review of the recent minutes of meetings of stockholders, directors, and committees, review of the presence of any significant journal entries and other adjustments and Inquiry with management of any undisclosed related party contract.
PCAOB #
We have served
as the Company's auditor since 2023.
December 15, 2025
18
STAGEWISE STRATEGIES CORP.
BALANCE SHEETS
| As of September 30, 2025 | As of September 30, 2024 | |||||
| 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 September 30, 2025 and 4,134,000 as of September 30, 2024 |
|
|||||
| Additional Paid-in Capital | ||||||
| Accumulated Deficit | ( |
( | ||||
| Total Stockholders’ Equity (Deficit) | $ | ( |
$ | ( | ||
| TOTAL LIABILITIES & STOCKHOLDER`S EQUITY (DEFICIT) | $ | $ | ||||
See accompanying notes, which are an integral part of these financial statements.
19
STAGEWISE STRATEGIES CORP.
STATEMENTS OF OPERATIONS
| Year ended September 30, 2025 | Year ended September 30, 2024 | |||
| Revenue | $ | $ | ||
| Gross Profit | $ | $ | ||
| Operating Expenses | ||||
| Office rent | ||||
| Postage and Delivery | ||||
| Bank Service Charges | ||||
| Business Licenses and Permits | ||||
| Dues & Subscriptions | ||||
| Website CRO expenses | ||||
| Website Technical Support | ||||
| Depreciation Expense | |
|||
| Professional Fees | ||||
| SEO Services | ||||
| Marketing Services | ||||
| Server Lease | ||||
| Website and API Expenses | ||||
| Total operating expenses | $ | $ | ||
| Loss from Operations | $ | ( |
$ | ( |
| Other Income | ||||
| Interest Income | |
|||
| Total Other Income | $ | $ | ||
| Net Loss | $ | ( |
$ | ( |
| Net Loss per Common Share – Basic & Diluted | $ | ( |
$ | ( |
| Weighted Average Number of Common Shares Outstanding-Basic & Diluted |
|
|
See accompanying notes, which are an integral part of these financial statements.
20
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 | $ | $ | $ | ( |
$ | ( | |||
| Shares issued for cash | |||||||||
| Net loss | - | ( |
( | ||||||
| Balance as of September 30, 2024 | $ | $ | $ | ( |
$ | ( | |||
| Shares issued for cash | |||||||||
| Net loss | - | ( |
( | ||||||
| Balance as of September 30, 2025 | $ | $ | $ | ( |
$ | ( | |||
See accompanying notes, which are an integral part of these financial statements.
21
STAGEWISE STRATEGIES CORP.
STATEMENTS OF CASH FLOWS
| Year ended September 30, 2025 | Year ended September 30, 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 used in Operating Activities | ( |
( | ||
| INVESTING ACTIVITIES | ||||
| Intangible assets | ( |
( | ||
| Net Cash used in Investing Activities | ( |
( | ||
| 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 Change in cash for period | ( | |||
| Supplemental Schedule of Cash Flow | ||||
| Information: Interest paid | $ | $ | ||
| Income tax paid | $ | $ |
See accompanying notes, which are an integral part of these financial statements.
22
STAGEWISE STRATEGIES CORP.
NOTES TO FINANCIAL STATEMENTS
As of September 30, 2025
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.
23
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 managementÕs 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.
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.
24
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 September 30, 2025 the Company had cash equivalents in total $4,573.
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.
For the year ended September 30, 2025 and 2024, we generated total revenue of $95,409 and $9,007, respectively.
As of September 30, 2025 and 2024 the Company
reported deferred revenue of $
Accounts receivable was $
25
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 year ended September 30, 2025, the Company issued 910,334
shares of common stock for cash proceeds at $0.03 per share for a total of $27,310.
During the year ended September 30, 2024, the Company issued 134,000 shares of common stock for cash proceeds at $0.03 per share for
a total of $4,020.
There were and shares of common stock issued and outstanding as of September 30, 2025 and 2024, respectively.
26
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 September
30, 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 March 29, 2023 (Inception) to September 30, 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.
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 $
Total intangible assets as of
June 30, 2025 were $
Amortization expense for the year ended September
30, 2025 was $
27
Intangible assets amounts are as follows:
| Website Development | API Development | Total | |||||
| Estimated Useful Life (Years) | 5 | 5 | |||||
| Total Cost of the Asset | $ | 70,400 | $ | 129,750 | $ | 200,150 | |
| Accumulated Amortization at September 30, 2025 | (26,739) | (21,195) | (47,934) | ||||
| Net Book Value at September 30, 2025 | $ | 43,661 | $ | 108,555 | $ | 152,216 | |
| Amortization Expense for year ended September 30, 2025 | $ | 13,440 | $ | 21,195 | $ | 34,635 | |
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 has analyzed its operations subsequent to September 30, 2025, and has determined that it does not have any material subsequent events to disclose in these financial statements.
28
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a)
I, Victor Balan, certify that:
| 1. | I have reviewed this annual report on Form 10-K 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. |
| Date: December 16, 2025 | /s/ Victor Balan |
| Victor Balan | |
| 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 Annual Report of StageWise Strategies Corp. (the “Company”) on Form 10-K for the fiscal year ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Victor Balan, Chief Executive, Financial and Accounting 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.
| Date: December 16, 2025 | /s/ Victor Balan |
| Victor Balan | |
| President, Secretary, Treasurer, Director, Chief Executive Officer (Principal Executive Officer)
and Chief Financial Officer (Principal Financial and Accounting Officer)
|
EXHIBIT 19
INSIDER TRADING POLICY
of
STAGEWISE STRATEGIES CORP.
(As Adopted by the Board of Directors on September 20, 2025)
I. STATEMENT OF PURPOSE
This Insider Trading Policy (“Policy”)
has been adopted by the Board of Directors of STAGEWISE STRATEGIES CORP. (the “Company”) in order to:
(i) promote compliance with federal securities laws, including Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder;
(ii) preserve the reputation and integrity of the Company; and
(iii) ensure that all directors, officers, employees, and other covered persons conduct transactions in Company securities in a manner
that avoids even the appearance of improper trading.
This Policy constitutes an “insider trading policy” for purposes of Item 408(b) of Regulation S-K and is filed as Exhibit 19 to the Company’s Annual Report on Form 10-K.
II. PERSONS AND TRANSACTIONS COVERED
A. Covered Persons
This Policy applies to:
- all directors and executive officers;
- all employees, consultants, and contractors of the Company;
- any other individuals designated by the Compliance Officer; and
- the immediate family members and household members of the foregoing.
Each such individual is referred to in this Policy as a “Covered Person.”
B. Covered Transactions
This Policy applies to all transactions in the Company’s securities, including without limitation:
- common stock;
- preferred stock;
- options, warrants, convertible instruments;
- equity-based awards; and
- any derivative securities that reference Company securities.
III. MATERIAL NON-PUBLIC INFORMATION (“MNPI”)
Covered Persons are strictly prohibited from engaging in any transaction involving Company securities while in possession of MNPI.
For purposes of this Policy:
Material
information means information that a reasonable investor would consider important in making a decision to buy, sell, or hold
securities. Non-public information means information that has not been disseminated broadly to the marketplace through press
releases, SEC filings, or other public channels.
Examples include: unpublished financial results, earnings guidance, mergers or acquisitions, litigation developments, cybersecurity incidents, supply chain disruptions, major customer or vendor changes, leadership changes, or any other significant corporate developments.
IV. PROHIBITED ACTIVITIES
A. Trading on MNPI
No Covered Person may buy, sell, or otherwise transact in Company securities while aware of MNPI.
B. Tipping
Covered Persons may not disclose MNPI to any other person (“tipping”) or make recommendations or express opinions about trading in Company securities while aware of MNPI.
C. Indirect Transactions
Transactions conducted through family members, controlled entities, trusts, partnerships, or third parties are subject to this Policy.
D. Improper Types of Transactions
The following are prohibited unless expressly authorized in writing by the Compliance Officer:
- short sales of Company securities;
- hedging or monetization arrangements (including prepaid variable forward contracts, collars, equity swaps, and similar arrangements);
- transactions in derivative instruments relating to Company securities (other than Company-issued awards);
- pledging or margining Company securities; and
- speculative or high-risk trading strategies involving Company securities.
V. TRADING WINDOWS AND BLACKOUT PERIODS
A. Trading Windows
Directors, executive officers, and other
persons designated by the Company (“Restricted Persons”) may engage in transactions involving Company securities only
during designated trading windows.
Unless otherwise announced, the Company’s standard trading window opens at the beginning of the second full business day following
public release of quarterly or annual earnings and closes at the end of the fifteenth (15th) calendar day of the following month.
B. Blackout Periods
The Company may impose special blackout periods during which all or certain Covered Persons are prohibited from trading. The existence of a blackout period constitutes MNPI and may not be shared externally.
VI. PRE-CLEARANCE REQUIREMENTS
All Restricted Persons must obtain prior
written approval from the Compliance Officer before engaging in any transaction in Company securities.
Approval is valid only until the close of trading on the fifth (5th) business day following the date of approval, unless otherwise specified.
The Company may deny pre-clearance for any reason.
VII. RULE 10b5-1 TRADING PLANS
Covered Persons may adopt or modify a Rule 10b5-1 trading plan only if:
- the plan is submitted to the Compliance Officer for review and written pre-approval;
- the plan is adopted during an open trading window;
- applicable cooling-off requirements are satisfied; and
- the plan complies with all SEC rules governing Rule 10b5-1 plans.
The Company may require disclosure of such plans for purposes of SEC reporting.
VIII. CONFIDENTIALITY OBLIGATIONS
Covered Persons must safeguard MNPI and restrict access to such information to individuals with a legitimate business need. Confidential documents must be stored securely, and electronic information must be protected in accordance with Company policies.
IX. REPORTING OF VIOLATIONS
Any Covered Person who becomes aware of
a potential violation of this Policy or of applicable securities laws must promptly notify the Compliance Officer.
The Company strictly prohibits retaliation for good-faith reports.
X. ADMINISTRATION OF THE POLICY
A. Compliance Officer
The Company’s General Counsel or such other individual designated by the Board shall serve as the “Compliance Officer” for purposes of administering this Policy.
B. Training and Acknowledgment
The Company may require periodic training and annual acknowledgments from Covered Persons confirming their understanding and compliance.
C. Enforcement and Penalties
Violations of this Policy may result in disciplinary action, including termination of employment or service, as well as civil or criminal liability under federal securities laws.
XI. AMENDMENT AND INTERPRETATION
This Policy may be amended, modified, or terminated by the Board of Directors at any time. The Board has full authority to interpret this Policy, and its determinations are final and binding.
XII. EFFECTIVE DATE
This Policy is effective as of September 30, 2025 and supersedes any prior insider trading policies of the Company.