Welsis 10Q 2024 Q3 Quarterly report

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Mark One

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No. 333-261614

WELSIS CORP.

(Exact name of registrant as specified in its charter)

Wyoming

8000

EIN 98-1620699

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

WELSIS CORP.

701 E Cathedral Rd.

Ste 45 PMB 405

Philadelphia, PA 19128

Telephone: 212-552-8991

(Address and telephone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: None

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	☐	Accelerated Filer	☐
Non-accelerated filer	☒	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 exchange act. ☒

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At August 5, 2024, the number of shares of the Registrant’s common stock outstanding was 2,752,667.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

WELSIS CORP.

Balance Sheets

(Unaudited)

	June 30,			September 30,
	2024			2023
ASSETS
Current Assets
Cash and cash equivalents	$	-		$	9,834
Total Current Assets		-			9,834

Non-Current Intangible Assets
Mobile Application and Website Development		17,333			23,333
Total Non-Current Intangible Assets		17,333			23,333
TOTAL ASSETS	$	17,333		$	33,167

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	10,126		$	75,500
Accrued interest		11,987			8,325
Amount due to related party		-			27,315
Total Current Liabilities		22,113			111,140

Long term liabilities
Convertible Note Payable		10,819			-
Note Payable		40,000			40,000
Total Long term liabilities		50,819			40,000

TOTAL LIABILITIES		72,932			151,140

SHAREHOLDERS' DEFICIT
Common stock: 75,000,000 shares authorized; $0.0001 par value 2,752,667 shares issued and outstanding, respectively		276			276
Additional paid in capital		75,519			22,504
Accumulated deficit		(131,394	)		(140,753	)
TOTAL SHAREHOLDERS' DEFICIT		(55,599	)		(117,973	)

TOTAL LIABILITIES & SHAREHOLDERS' DEFICIT	$	17,333		$	33,167

The accompanying notes are an integral part of these unaudited condensed financial statements

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WELSIS CORP.

Statements of Operations

(Unaudited)

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2024			2023			2024			2023

REVENUE	$	-		$	4,400		$	2,000		$	7,900

OPERATING EXPENSES
General and administrative expense	$	15,688		$	7,068		$	43,979		$	45,608
Total operating expenses		15,688			7,068			43,979			45,608

Loss from Operations		(15,688	)		(2,668	)		(41,979	)		(37,708	)

OTHER INCOME (EXPENSE)
Gain on debt forgiveness		-			-			55,000			-
Interest expense		(1,664	)		(997	)		(3,662	)		(2,992	)
Total other income (expense)		(1,664	)		(997	)		51,338			(2,992	)

NET INCOME (LOSS)	$	(17,352	)	$	(3,665	)	$	9,359		$	(40,700	)

NET INCOME (LOSS) PER SHARE, BASIC AND DILUTED	$	(0.01	)	$	(0.00	)	$	0.00		$	(0.01	)

WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED		2,752,667			2,752,667			2,752,667			2,752,667

The accompanying notes are an integral part of these unaudited condensed financial statements

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WELSIS CORP.

Statements of Stockholders’ Deficit

(Unaudited)

Nine months ended June 30, 2024

	Common Stock				Additional					Total
	Number of Shares		Amount		Paid in Capital		Accumulated Deficit			Stockholder's Deficit

Balance - September 30, 2023		2,752,667	$	276	$	22,504	$	(140,753	)	$	(117,973	)
Net loss		-		-		-		(13,264	)		(13,264	)
Balance - December 31, 2023		2,752,667	$	276	$	22,504	$	(154,017	)	$	(131,237	)
Forgiveness of related party loans		-		-		53,015		-			53,015
Net income		-		-		-		39,975			39,975
Balance - March 31, 2024		2,752,667	$	276	$	75,519	$	(114,042	)	$	(38,247	)
Net loss		-		-		-		(17,352	)		(17,352	)
Balance - June 30, 2024		2,752,667	$	276	$	75,519	$	(131,394	)	$	(55,599	)

Nine months ended June 30, 2023

	Common Stock				Additional					Total
	Number of Shares		Amount		Paid in Capital		Accumulated Deficit			Stockholder's Deficit

Balance - September 30, 2022		2,752,667	$	276	$	22,504	$	(99,685	)	$	(76,905	)
Net loss		-		-		-		(9,211	)		(9,211	)
Balance - December 31, 2022		2,752,667	$	276	$	22,504	$	(108,896	)	$	(86,116	)
Net loss		-		-		-		(27,824	)		(27,824	)
Balance - March 31, 2023		2,752,667	$	276	$	22,504	$	(136,720	)	$	(113,940	)
Net loss		-		-		-		(3,665	)		(3,665	)
Balance - June 30, 2023		2,752,667	$	276	$	22,504	$	(140,385	)	$	(117,605	)

The accompanying notes are an integral part of these unaudited condensed financial statements

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WELSIS CORP.

Statements of Cash Flows

(Unaudited)

	Nine Months Ended
	June 30,
	2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	9,359		$	(40,700	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of mobile application and website		6,000			6,000
Gain on debt forgiveness		(55,000	)		-
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		26,145			5,400
Accrued interest		3,662			2,997
Net cash used in Operating Activities		(9,834	)		(26,303	)

CASH FLOWS FROM FINANCING ACTIVITIES

Advances from related party		-			12,802
Net cash provided by Financing Activities		-			12,802

Net changes in cash and cash equivalents		(9,834	)		(13,501	)
Cash and cash equivalents, beginning of period		9,834			18,703
Cash and cash equivalents, end of period	$	-		$	5,202

Supplemental cash flow information
Cash paid for interest		-			-
Cash paid for taxes		-			-

Non-cash transactions:
Operating expenses paid by unaffiliated party	$	-		$	-
Written off of related party debts	$	53,015		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements

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WELSIS CORP.

Notes to the Unaudited Financial Statements

June 30, 2024

NOTE 1 - NATURE OF OPERATIONS

Welsis Corp. (referred as the “Company”, “we”, “our”) was Incorporated in the State of Wyoming and established on August 16, 2021. We are a development-stage company formed to commence operations concerned with the virtual psychological therapy that is also known as teletherapy or telepsychology services. We have developed a full business plan. Our Company provides counselling and psychological services for adolescents (from 14 years) and adults, for men and women, therapy for individuals, couples and families. Also, we plan to provide our services to specific communities, for example to the corporative sector of business in a form of corporate group sessions or individual ones. We have purchased a website and a working prototype of online services mobile platform application known as “Psychologist-24”.

On March 13, 2024, Dusan Zindovic, the previous majority shareholder of Welsis Corp. (the “Company”), entered into a stock purchase agreement for the sale of 2,000,000 shares of Common Stock of the Company to Skywest Pinnacle Limited. The closing of the purchase and sale occurred on April 1, 2024. As a result of the acquisition, Skywest Pinnacle Limited holds approximately 73% of the issued and outstanding shares of Common Stock of the Company, and as such it is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. Also effective April 1, 2024, the previous sole officer and director of the company, Dusan Zindovic, resigned his positions with the Company. Upon such resignations, Kwok Boon Kit was appointed as Chief Executive Officer, Treasurer and Secretary, and Director of the Company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending September 30, 2024. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2023 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended September 30, 2024 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on November 20, 2023.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC 820, “Fair Value Measurements and Disclosures”, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

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The carrying amounts of financial instruments such as accounts payable and note payable approximate their fair values because of the short maturity of these instruments.

CASH AND CASH EQUIVALENTS

For the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

As of June 30, 2024 and September 30, 2023, the Company had cash of $0 and $9,834, respectively.

INTANGIBLE ASSETS

The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.”

ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below it carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 4)

Mobile Application and Website development- amortization

The Company is using straight- line amortization for our mobile application and website since they are fully operational as of September 1, 2021.

Mobile Application and Website – $40,000

Term of amortization – 5 years

As of June 30, 2024, the mobile application and website was $17,333, net of accumulated amortization $22,667. For the nine months ended June 30, 2024 and 2023, amortization was $6,000 and $6,000, respectively.

LONG LIVED ASSETS

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.

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REVENUE RECOGNITION

The Company recognizes revenue from the sale of products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

For the nine months ended June 30, 2024 and 2023, the Company recognized consulting revenue of $2,000 and $7,900, respectively.

CONVERTIBLE FINANCIAL INSTUMENTS

The Company account for our convertible financial instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options.” The Company do not separately present in equity an embedded conversion feature of the convertible debts and do not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance.

NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted net income per share assumes the conversion, exercise or issuance of all common stock instruments, such as convertible notes, unless the effect is to reduce a loss or increase earnings per share.

For the nine months ended June 30, 2024 and 2023, the following convertible note weas excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

	June 30,		June 30,
	2024		2023
	(Shares)		(Shares)
Convertible Note		21,638		-

RECENT ACCOUNTING PRONOUNCEMENTS

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 3 - GOING CONCERN

The Company’s financial statements have been prepared assuming that it 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 an accumulated deficit of $131,394 at June 30, 2024 and negative operating cash flow of $9,834 for nine months ended June 30, 2024. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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NOTE 4 – RELATED PARTY TRANSACTIONS

During the nine months ended June 30, 2024, the Company incurred debt forgiveness of $53,015, comprised of $38,615 for payable amount to the Company’s director, who will resign on April 1, 2024 upon the change of control and $14,400 for payable amount to the Company’s majority shareholder. The gain on debt forgiveness was recorded to additional paid in capital.

As of June 30, 2024 and September 30, 2023, the amount due to the related parties was $0 and $27,315, respectively.

NOTE 5 – NOTE PAYABLE

On September 1, 2021, the Company issued to a non-affiliate of $40,000. The note has a maturity term of two years and bears interest at 10% per annum and default interest rate of 12% per annum.

During the nine months ended June 30, 2024 and 2023, the note interest was $3,662 and $2,992, respectively.

As of June 30, 2024 and September 30, 2023, note payable was $40,000 and accrued interest payable was $11,987 and $8,325, respectively. The note is currently in default.

NOTE 6 – CONVERTIBLE NOTE PAYABLE

On June 30, 2024, the Company issued to an unaffiliated party a convertible note at $10,819 for paying operating expenses on behalf of the Company. The convertible note has maturity term of six years, bears interest at 8% per annum and is convertible at $0.50 per share.

NOTE 7 – LOAN FORGIVENESS

During the nine months ended June 30, 2024, the Company recognized gain on debt loan forgiveness of $55,000 for payable amount due to a non-affiliate related to acquisition of mobile application and website. The gain on debt forgiveness was reported under Statements of Operations.

NOTE 8 - EQUITY

The Company has 75,000,000, $0.0001 par value shares of common stock authorized.

As of June 30, 2024 and September 30, 2023, the issued and outstanding common stock was 2,752,667 shares.

NOTE 9 – SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events,” the Company has analysed its operations subsequent to June 30, 2024 to the date these financial statements were issued and has determined that it does not have any material subsequent event to disclose in these financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "August," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what June occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

General Overview

Welsis Corp. was incorporated in the State of Wyoming and established on August 16, 2021. The Company has no revenue and has incurred losses since inception. We are a development stage startup company that is currently providing an online psychological help services, which are also known as teletherapy or telepsychology services. We have purchased the telehealth platform, delivering on-demand professional psychological consultations anytime, anywhere, via mobile devices, the internet, video and phone calls. Our solution connects consumers with our board-certified specialists. Our website and mobile application prototype known as “Psychologist-24” are already functional and ready for the first clients but still need additional extension and improvement as they have limited functionality and we are going to expand and develop it.

We provide counselling and psychological services for adolescents (from 14 years) and adults, for men and women, therapy for individuals, couples and families. Also we plan to provide our services to specific communities, for example to the corporative sector of business in a form of corporate group sessions or individual ones. We believe that any consumer, who has different kind of problems and need the help and professional consultation with our specialists according to his needs, also such as employer, who is interested in a better approach to the psychological climate in his company is our potential client.

Results of Operations

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three months ended June 30, 2024 compared to three months ended June 30, 2023

	Three Months			Three Months
	Ended			Ended
	June 30,			June 30,
	2024			2023			Changes

Operating Expenses	$	15,688		$	7,068		$	8,620
Other Expenses	$	(1,664	)	$	(997	)	$	(667	)
Net Loss	$	(17,352	)	$	(3,665	)	$	(687	)

The Company incurred net loss of $17,352 during the three months ended June 30, 2024 as compared to net loss of $3,665 during the three months ended June 30, 2023. The increase in net loss was due to the increase in professional fees and other expenses.

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Nine months ended June 30, 2024 compared to nine months ended June 30, 2023

	Nine Months		Nine Months
	Ended		Ended
	June 30,		June 30,
	2024		2023			Changes

Operating Expenses	$	43,979	$	45,608		$	(1,629	)
Other Income (Expenses)	$	51,338	$	(2,992	)	$	54,330
Net Income (Loss)	$	9,359	$	(40,700	)	$	50,059

The Company recognized net income of $9,359 during the nine months ended June 30, 2024 as compared to net loss of $40,700 during the nine months ended June 30, 2023. During the nine months ended June 30, 2024, the Company recognized gain on debt loan forgiveness of $55,000 for payable amount due to a non-affiliate related to acquisition of mobile application and website.

Liquidity and Capital Resources

Working Capital

	As of			As of
	June 30,			September 30,
	2024			2023			Changes

Current Assets	$	-		$	9,834		$	(9,834	)
Current Liabilities	$	22,113		$	111,140		$	(89,027	)
Working Capital (Deficiency)	$	(22,113	)	$	(101,306	)	$	79,193

As at June 30, 2024, our Company had no cash and assets. As of September 30, 2023, our Company had escrow account of $9,834.

Our current liabilities decreased from $111,140 as of September 30, 2023 to $22,113 as of June 30, 2024 mainly due to the decrease in accounts payable and accrued liabilities and amount due to related parties. During the six months ended June 30, 2024, the Company incurred debt forgiveness of $53,015.

As at June 30, 2024, our Company had a working capital deficiency of $22,113 compared with a working capital deficiency of $101,306 as at September 30, 2023. The decrease in working capital deficit was mainly due to the decrease in accounts payable and accrued liabilities and amount due to related parties.

Cash Flows

	Nine Months			Nine Months
	Ended			Ended
	June 30,			June 30,
	2024			2023			Changes

Net cash used in Operating Activities	$	(9,834	)	$	(26,303	)	$	16,469
Net cash used in Investing Activities	$	-		$	-		$	-
Net cash provided by Financing Activities	$	-		$	12,802		$	(12,802	)
Net changes in cash and cash equivalents	$	(9,834	)	$	(13,501	)	$	3,667

Cash Flow from Operating Activities

We have not generated positive cash flow from operating activities. During the nine months ended June 30, 2024 and 2023, net cash used in operating activities was $9,834 and $26,303, respectively.

Cash flows used in operating activities during the nine months ended June 30, 2024, comprised of a net income of $9,359 reduced by gain on debt forgiveness of $55,000, and increased by amortization of mobile application and website of $6,000 and net changes in operating liabilities of $29,807.

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Cash flows used in operating activities during the nine months ended June 30, 2023, comprised of a net loss of $40,700 reduced by amortization of mobile application and website of $6,000 and net changes in operating liabilities of $3,897.

Cash Flow from Investing Activities

The Company do not have any investing activities during the nine months ended June 30, 2024 and 2023.

Cash Flow from Financing Activities

The Company do not have any financing activities during the nine months ended June 30, 2024.

During the nine months ended June 30, 2023, net cash used in financing activities was $12,802 related to advances from related party.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing August not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we August not be able to take advantage of prospective new business endeavours or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, 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.

Going Concern

The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (our principal executive officer, principal financial officer and principal accounting officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer has concluded that as of such date, our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit		Description
31.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification of the Company’s Principal Executive Officer and Principal Financial pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)*

101.SCH		Inline XBRL Taxonomy Extension Schema Document*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)*

_____________

*	Filed herewith.
**	Furnished and not filed

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SIGNATURES

Pursuant to the requirements 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.

		Welsis Corp.
		(Registrant)

Dated: August 9, 2024		/s/ Kwok Boon Kit
		Kwok Boon Kit
		Director and CEO

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Welsis (WLSS) 10-Q2024 Q3 Quarterly report

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