Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited condensed financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "our company" mean Legend Spices, Inc., a Nevada company, unless otherwise indicated.

General Overview

We were incorporated under the laws of the state of Nevada on May 10, 2021.

Our fiscal year end is December 31. Our business offices are currently located at 14 Kajaznuni Street, Apt. 70 Yerevan 0070, Armenia. Our telephone number is +374 (99) 432000 and our email is [email protected].

The address of agent for service in Nevada and registered corporate office is c/o National Registered Agents, Inc. of Nevada, 100 East William Street, Suite 204, Carson City, NV, 89701.

Our Current Business

As of March 29, 2025, there has been a significant change in the control of Legend Spices, Inc. (the "Company"). Khachatur Mkrtchyan, the single largest shareholder of the Company, has entered into a transaction to transfer all his interests in the Company to Ms. Qihui Wang and a group of investors. The transactions has been completed on April 8, 2025.

We have discontinued our operations in Armenia and are in the process of realigning our business focus without any new business determined yet.

The Company can currently be understood as a shell company for the time being.

Results of Operations

For the periods of six months ended June 30, 2025 compared with June 30, 2024.

The following table summarizes our operating results for the six-month and three-month periods ending June 30, 2025and ended June 30, 2024:

		Three-month period ended June 30, 2025 (unaudited)				Three-month period ended June 30, 2024 (unaudited)				Six-month period ended June 30, 2025 (unaudited)				Six-month period ended June 30, 2024 (unaudited)
Revenue		$	-				1,217			$	644				2,986
Cost of Sales			-				767				359				2,058
Expenses			5,300				13,134				9,146				18,788
Net Loss		$	(5,300	)			(12,684	)		$	(8,861	)			(17,860	)

Revenue and Cost of Sales

During the three-month period ended June 30, 2025, we had no revenue or cost of sales, compared to revenue of $1,217 and cost of sales of $767 for the same period in 2024.

For the six-month period ended June 30, 2025, we generated revenue of $644, representing a 78.43% decrease from $2,986 in the corresponding period of 2024. Cost of sales for the 2025 six-month period was $359, compared to $2,058 in 2024. This resulted in a gross margin of $285 (calculated as revenue minus cost of sales) for the six months ended June 30, 2025, which accounted for 44.25% of the six-month revenue and represented a 69.29% decrease from the prior year.

Our revenue is primarily derived from the sale of seasoning products. Cost of sales mainly consists of ingredients (55%) and packaging (45%).

There are minimal revenues and management cannot offer any assurance that we will continue to generate revenues as our revenues are affected by factors such as the success of our marketing efforts, the size of our customer base, consumer's preferences and general economic conditions.

Expenses

The total expenses for the three-month period ended June 30, 2025, were $5,300, compared to $13,134 for the same period in 2024.

During the six month period ended June 30, 2025, we incurred expenses of $9,146. We incurred general and administrative expenses of $26, wages and benefits of $254, professional fees of $5,567, loss on impairment of inventory of $572, and bad debt expense of $2,727.

During the six month period ended June 30, 2024, we incurred expenses of $18,788, primarily consisting of general and administrative expenses.

We have discontinued our operations in Armenia and are in the process of realigning our business focus without any new business determined yet.

Management does not believe past performance is indicative of future performance.

Assets

As at March 31, 2025, we had total assets of $0 .

Due to the change in ownership, the Company has discontinued its operations in Armenia. For the inventory with a book value of $572 that is no longer sold or used, its net realizable value (NRV) has been written down to 0, and a Loss on Inventory Write-Down has been recognized. As the Company no longer has a bank account and management has determined that the accounts receivable with a book value of $2,727 are uncollectible, a full Bad Debt Expense has been recognized.

As at June 30, 2025, we had total assets of $0 .

There were no operating activities during this quarter, and there were no changes in assets and liabilities compared to the previous quarter.

Liquidity and Capital Resources

		As at June 30, 2025 (unaudited)				As at December 31, 2024 (audited)
Current assets		$	-				3,938
Current liabilities			7,581				71,985
Working capital (deficit)		$	(7,581	)			(68,047	)

As at June 30, 2025, we had current assets of $0 and working capital of $-7,581. We have incurred operating losses since inception, and this is likely to continue in the foreseeable future.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Product Research and Development

There is currently no expenditure anticipated for product research and development.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve-month period ending December 31, 2025.

Contingencies and Commitments

We had no contingencies or long-term contractual obligations as at December 31, 2024, or as at the six month period ended June 30, 2025.

Cashflows from Operating Activities

For the six-month period ended June 30, 2025 and 2024, net cash used in operating activities was $399 and $18,553, respectively.

Cashflows from Investing Activities

For the year ended December 31, 2024 and 2023, and for the six-month period ended June 30, 2025 and 2024 we did not have any investing activities.

Cashflows from Financing Activities

For the six-month period ended June 30, 2025 and 2024, net cash provided by financing activities was $0 and $20,548, respectively.

We have no current commitment from our Officer and Director or any other financier to supplement our operations or provide us with financing in the future. If we are unable to raise capital from an offering, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results.

In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.

We had cash on hand of $0 as of June 30, 2025.

Going Concern

As shown in the accompanying unaudited condensed consolidated financial statements, we have an accumulated deficit of $118,086 since inception, and a working capital deficit of $68,047 as at December 31, 2024 and a working capital deficit of $7,581 as at June 30, 2025. These conditions among others raise substantial doubt as to our ability to continue as a going concern. In response to these conditions, we intend to raise capital through our offering. The unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

We have discontinued our operations in Armenia and are in the process of realigning our business focus without any new business determined yet.

The Company can currently be understood as a shell company for the time being.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. It also requires management to exercise its judgment in the processing of applying our company's accounting policies. Our company regularly evaluates estimates and assumptions related to deferred income tax valuation allowances. Our company bases its estimates and assumptions on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The impacts of such estimates and judgments are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates and judgments are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. The actual results experienced by our company may differ materially and adversely from our company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Revenue Recognition

Our company derives revenue from the sale of seasonings. In accordance with ASC 606, "Revenue Recognition", revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the amount is fixed and determinable, and collectability is reasonably assured.

Inventory

Inventory is comprised of work-in-process and finished goods relating to the production and distribution of seasonings and is recorded at the lower of cost or net realizable value on a first-in first-out basis. Our company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future and market conditions.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU and determined that its adoption did not have a material impact on the Company's consolidated financial statements and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one reportable and operating segment. The Company's CODM is the Chief Executive Officer. The Company's CODM reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company.

The Company does not believe that other standards, which have been issued but are not yet effective, will have a significant impact on its financial statements.