Quarterly Report for Quarter Ending March 31, 2026 (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 consolidated 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 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.

The Company has ceased its seasoning production and marketing business. Going forward, the Company intends to focus on exploring new business opportunities and evaluating potential acquisition targets. No revenue has been generated from operating businesses since the discontinuation of the seasoning segment.

Our Current Business

Prior to the change of ownership, the Company's principal business activity was the production and sales of seasonings and spices, with operations conducted in Armenia. Subsequent to the sale of shares by Mr. Mkrtchyan on March 29, 2025, Mr. Mkrtchyan is no longer a related party to the Company. The Company has discontinued all seasoning-related operations in Armenia. We are now re-evaluating our strategic direction and exploring potential new business opportunities, though no definite new operating business has been identified to date.

Since discontinuing the former seasoning segment, the Company has not generated any operating revenue and is currently operating as a shell company. The cessation of Armenian operations does not change the Company's status as a Nevada corporation, and we will continue to maintain our corporate existence in compliance with the Nevada Business Corporation Act.

Results of Operations

For the period of three months ended March 31, 2026 compared with March 31, 2025.

The following table summarizes our operating results for the three-month period ended March 31, 2025 and for the three-month period ended March 31, 2026:

		Three month period ended March 31, 2026 (unaudited)				Three month period ended March 31, 2025 (unaudited)
Revenue		$	-			$	644
Cost of Sales			-				359
Expenses			600				3,846
Net Loss		$	(600	)		$	(3,561	)

Revenue and Cost of Sales

Following the change-in-control on March 29, 2025, the Company temporarily suspended its business operations. During the three-month period ended March 31, 2026, the Company remained in a suspended-operations status; accordingly, it generated revenues of $0 and incurred cost of sales of $0 for the quarter.

Our revenues are minimal at this stage, and management cannot offer any assurance that we will generate revenue in future periods. Our ability to generate revenues will be affected by factors such as the success of our marketing efforts, the size of our customer base, consumer preferences and general economic conditions.

Expenses

During the three month period ended March 31, 2026, we incurred expenses of $600.

Assets

As at March 31, 2026, we had total assets of $0.

Liquidity and Capital Resources

		As at March 31, 2026 (unaudited)				As at March 31, 2025 (unaudited)
Current assets		$	-			$	-
Current liabilities			18,125				2,239
Working capital (deficit)		$	(18,125	)		$	(2,239	)

As at March 31, 2026, we had current assets of $0 and working capital of $-18,125. 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, 2026.

Contingencies and Commitments

We had no contingencies or long-term contractual obligations as at December 31, 2025, or as at the three month period ended March 31, 2026.

Cashflows from Operating Activities

For the three month period ended March 31, 2026 and 2025,Net cash used in operating activities was $0 and $441, respectively.

Cashflows from Investing Activities

For the year ended December 31, 2025 and 2024, and for the three month period ended March 31, 2026 we did not have any investing activities.

Cashflows from Financing Activities

For the three-month period ended March 31, 2026 and 2025, Net cash used in financing activities was $0 and $0, respectively.

We have no current commitment from our Officers and Directors 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 take other measures to balance cash flows should we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then-current shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.

As at March 31, 2026, we had cash on hand of $0.

Going Concern

As shown in the accompanying financial statements, we have an accumulated deficit of $128,612 since inception. 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 an offering of our common shares. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

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

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.

ASU 2023-09 Income Taxes (Topic 740)

In December 2023, the FASB issued ASU 2023-09, which mandates enhanced income tax disclosures, including a disaggregated tax rate reconciliation and more detailed information on taxes paid. The Company will adopt the standard for its fiscal year beginning December 1, 2025, and expects no material impact on its results of operations.

ASU 2023-07 Segment Reporting (Topic 280)

In November 2023, the Financial Accounting Standards Board issued ASU 202307, Segment Reporting (Topic 280), which expands segment disclosure requirements, including for entities with a single reportable segment.

The Company operates as a single reportable segment and does not expect a material impact from adoption of this standard.

ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements

In December 2025, the FASB issued ASU 2025-11, which clarifies interim reporting disclosure requirements. The standard is effective for fiscal years beginning after December 15, 2027 for public entities. The Company does not expect this update to have a material impact on its financial statements.

ASU 2025-12 Codification Improvements

In December 2025, the FASB issued ASU 2025-12, which makes various narrow-scope improvements to the Accounting Standards Codification. This update is effective for annual periods beginning after December 15, 2026. The Company does not expect the adoption of this standard to have a material impact on its financial statements.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.