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 December 31, 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 January 28, 2025, the number of shares of the Registrant’s common stock outstanding was 2,752,667.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheets
| | December 31, | | | September 30, | |
| | 2024 | | | 2024 | |
| | (Unaudited) | | | (Audited) | |
ASSETS | | | | | | |
Current Assets | | | | | | |
Prepaid Expense | | $ | 4,106 | | | $ | - | |
Total Current Assets | | | 4,106 | | | | - | |
| | | | | | | | |
TOTAL ASSETS | | $ | 4,106 | | | $ | - | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS' DEFICIT | | | | | | | | |
Current Liabilities | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 33,980 | | | $ | 16,919 | |
Accrued interest | | | 16,789 | | | | 14,777 | |
Note payable | | | 40,000 | | | | 40,000 | |
Total Current Liabilities | | | 90,769 | | | | 71,696 | |
| | | | | | | | |
Long term liabilities | | | | | | | | |
Convertible note payable | | | 27,234 | | | | 17,945 | |
Total Long-term liabilities | | | 27,234 | | | | 17,945 | |
| | | | | | | | |
TOTAL LIABILITIES | | | 118,003 | | | | 89,641 | |
| | | | | | | | |
SHAREHOLDERS' DEFICIT | | | | | | | | |
Common stock: 75,000,000 shares authorized; $0.0001 par value | | | | | | | | |
2,752,667 shares issued and outstanding | | | 276 | | | | 276 | |
Additional paid in capital | | | 75,519 | | | | 75,519 | |
Accumulated deficit | | | (189,692 | ) | | | (165,436 | ) |
TOTAL SHAREHOLDERS' DEFICIT | | | (113,897 | ) | | | (89,641 | ) |
| | | | | | | | |
TOTAL LIABILITIES & SHAREHOLDERS' DEFICIT | | $ | 4,106 | | | $ | - | |
The accompanying notes are an integral part of these unaudited condensed financial statements
WELSIS CORP.
Statements of Operations
(Unaudited)
| | Three Months Ended | |
| | December 31, | |
| | 2024 | | | 2023 | |
| | | | | | |
REVENUE | | $ | - | | | $ | 2,000 | |
GROSS PROFIT | | | - | | | | 2,000 | |
| | | | | | | | |
OPERATING EXPENSES | | | | | | | | |
General and administrative expense | | $ | 22,244 | | | $ | 14,265 | |
Total operating expenses | | | 22,244 | | | | 14,265 | |
| | | | | | | | |
Loss from Operations | | | (22,244 | ) | | | (12,265 | ) |
| | | | | | | | |
OTHER EXPENSE | | | | | | | | |
Interest expense | | | (2,012 | ) | | | (999 | ) |
Total other income expense | | | (2,012 | ) | | | (999 | ) |
| | | | | | | | |
NET LOS | | $ | (24,256 | ) | | $ | (13,264 | ) |
| | | | | | | | |
NET LOSS PER SHARE, BASIC AND DILUTED | | $ | (0.01 | ) | | $ | (0.00 | ) |
| | | | | | | | |
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED | | | 2,752,667 | | | | 2,752,667 | |
The accompanying notes are an integral part of these unaudited condensed financial statements
WELSIS CORP.
Statements of Stockholders’ Deficit
(Unaudited)
Three Months Ended December 31, 2024
| | | | | | | | Additional | | | | | | Total | |
| | Common Stock | | | Paid in | | | Accumulated | | | Stockholder's | |
| | Number of Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | |
| | | | | | | | | | | | | | | |
Balance - September 30, 2024 | | | 2,752,667 | | | $ | 276 | | | $ | 75,519 | | | $ | (165,436 | ) | | $ | (89,641 | ) |
Net loss | | | - | | | | - | | | | - | | | | (24,256 | ) | | | (24,256 | ) |
Balance - December 31, 2024 | | | 2,752,667 | | | $ | 276 | | | $ | 75,519 | | | $ | (189,692 | ) | | $ | (113,897 | ) |
Three Months Ended December 31, 2023
| | | | | | | | Additional | | | | | | Total | |
| | Common Stock | | | Paid in | | | Accumulated | | | Stockholder's | |
| | Number of Shares | | | Amount | | | Capital | | | Deficit | | | 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 | ) |
The accompanying notes are an integral part of these unaudited condensed financial statements
WELSIS CORP.
Statements of Cash Flows
(Unaudited)
| | Three Months Ended | |
| | December 31, | |
| | 2024 | | | 2023 | |
| | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
Net loss | | $ | (24,256 | ) | | $ | (13,264 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
Amortization of mobile application and website | | | - | | | | 2,000 | |
Changes in operating assets and liabilities: | | | | | | | | |
Prepaid expense | | | (4,106 | ) | | | - | |
Accounts payable and accrued liabilities | | | 17,061 | | | | - | |
Consulting fee accrued - related party | | | - | | | | 1,800 | |
Accrued interest | | | 2,012 | | | | 998 | |
Net cash used in Operating Activities | | | (9,289 | ) | | | (8,466 | ) |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
Proceed from issuance of convertible notes | | | 9,289 | | | | - | |
Net cash provided by Financing Activities | | | 9,289 | | | | - | |
| | | | | | | | |
Net changes in cash and cash equivalents | | | - | | | | (8,466 | ) |
Cash and cash equivalents, beginning of period | | | - | | | | 9,834 | |
Cash and cash equivalents, end of period | | $ | - | | | $ | 1,368 | |
| | | | | | | | |
Supplemental cash flow information | | | | | | | | |
Cash paid for interest | | | - | | | | - | |
Cash paid for taxes | | | - | | | | - | |
The accompanying notes are an integral part of these unaudited condensed financial statements
WELSIS CORP.
Notes to the Unaudited Financial Statements
December 31, 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.
On September 23, 2024, Welsis Corp announced that it is entering the cryptocurrency and blockchain industry by launching TokenTraders.net, a fully functional crypto-exchange site. Tokentraders.net allows users to exchange and trade cryptocurrencies with ease by utilizing real time rates at minimal fees. Tokentraders.net also has an in-built crypto wallet which allows its users to securely store their cryptocurrencies safely.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three months ended December 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2025. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 as filed with the Securities and Exchange Commission on January 14, 2025.
RECLASSIFICATION
Certain amounts from prior period have been reclassified to conform to the current period presentation. These reclassifications had no impact on reported operating and net loss.
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.
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.
PREPAID EXPENSE
Prepaid expenses relate to prepayment made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected. As of December 31, 2024 and September 30, 2024, prepaid expense was $4,106 and $0, 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
For the three months ended December 31, 2024 and 2023, amortization was $0 and $2,000, respectively.
Since the mobile application and website were used for psychological consultation which ceased since the change of management on April 1, 2024, the assets were fully impairment. During the year ended September 30, 2024, the Company recorded impairment loss of $15,333.
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.
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 three months ended December 31, 2024 and 2023, the Company recognized consulting revenue of $0 and $2,000.
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 three months ended December 31, 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:
| | December 31, | | | December 31, | |
| | 2024 | | | 2023 | |
| | (Shares) | | | (Shares) | |
Convertible Notes | | | 54,469 | | | | - | |
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures ("ASU 2023-09"), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.
We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our unaudited condensed financial statements or disclosures upon adoption.
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 $189,692 at December 31, 2024 and negative operating cash flow of $9,289 for three months ended December 31, 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 through equity market, related party loan and loan from unaffiliated parties through the issuance of convertible notes. 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.
NOTE 4 – RELATED PARTY TRANSACTIONS
During the three months ended December 31, 2024 and 2023, the Company incurred consulting fees of $0 and $1,800 to the former Director of the Company, 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 three months ended December 31, 2024 and 2023, the note interest was $1,650 and $999, respectively.
As of December 31, 2024 and September 30, 2024, note payable was $40,000 and accrued interest payable was $16,209 and $14,559, 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.
On September 30, 2024, the Company issued to an unaffiliated party a convertible note at $7,126 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.
On December 31, 2024, the Company issued to an unaffiliated party a convertible note at $9,289 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.
During the three months ended December 31, 2024 and 2023, the note interest was $362 and $0, respectively.
As of December 31, 2024 and September 30, 2024, convertible note payable was $27,234 and $17,945 and accrued interest payable was $580 and $218, respectively.
NOTE 7 - EQUITY
The Company has 75,000,000, $0.0001 par value shares of common stock authorized.
As of December 31, 2024 and September 30, 2024, the issued and outstanding common stock was 2,752,667 shares.
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events,” the Company has analysed its operations subsequent to December 31, 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.
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. (the “Company”) was incorporated in the State of Wyoming and established on August 16, 2021. We were a development stage startup company provided an online psychological help services, which are also known as teletherapy or telepsychology services. We 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. We provided counseling and psychological services for adolescents (from 14 years) and adults, for men and women, therapy for individuals, couples and families.
On March 13, 2024, Dusan Zindovic, the previous majority shareholder of 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.
On September 23, 2024, Welsis Corp announced that it is entering the cryptocurrency and blockchain industry by launching TokenTraders.net, a fully functional crypto-exchange site. Tokentraders.net allows users to exchange and trade cryptocurrencies with ease by utilizing real time rates at minimal fees. Tokentraders.net also has an in-built crypto wallet which allows its users to securely store their cryptocurrencies safely.
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 December 31, 2024 compared to three months ended December 31, 2023
| | Three Months | | | Three Months | | | | |
| | Ended | | | Ended | | | | |
| | December 31, | | | December 31, | | | | |
| | 2024 | | | 2023 | | | Changes | |
| | | | | | | | | |
Revenue | | $ | - | | | $ | 2,000 | | | $ | (2,000 | ) |
Operating Expenses | | $ | 22,244 | | | $ | 14,265 | | | $ | 7,979 | |
Other Expenses | | $ | (2,012 | ) | | $ | (999 | ) | | $ | (1,013 | ) |
Net Loss | | $ | (24,256 | ) | | $ | (13,264 | ) | | $ | (10,992 | ) |
The Company incurred net loss of $24,256 during the three months ended December 31, 2024 as compared to net loss of $13,264 during the three months ended December 31, 2023. The increase in net loss was due to the increase in professional fees and other expenses.
Liquidity and Capital Resources
Working Capital
| | As of | | | As of | | | | |
| | December 31, | | | September 30, | | | | |
| | 2024 | | | 2024 | | | Changes | |
| | | | | | | | | |
Current Assets | | $ | 4,106 | | | $ | - | | | $ | 4,106 | |
Current Liabilities | | $ | 90,769 | | | $ | 71,696 | | | $ | 19,073 | |
Working Capital (Deficiency) | | $ | (86,663 | ) | | $ | (71,696 | ) | | $ | (14,967 | ) |
As at December 31, 2024, our Company had prepaid expense of $4,106. As of September 30, 2024, our Company had no cash and assets.
Our current liabilities increased from $71,696 as of September 30, 2024 to $90,769 as of December 31, 2024 mainly due to the increase in accounts payable and accrued liabilities and accrued interest.
As at December 31, 2024, our Company had a working capital deficiency of $86,663 compared with a working capital deficiency of $71,696 as at September 30, 2024. The increase in working capital deficit was mainly due to the increase in accounts payable and accrued liabilities and accrued interest.
Cash Flows
| | Three Months | | | Three Months | | | | |
| | Ended | | | Ended | | | | |
| | December 31, | | | December 31, | | | | |
| | 2024 | | | 2023 | | | Changes | |
| | | | | | | | | |
Net cash used in Operating Activities | | $ | (9,289 | ) | | $ | (8,466 | ) | | $ | (823 | ) |
Net cash provided by Financing Activities | | $ | 9,289 | | | $ | - | | | $ | 9,289 | |
Net changes in cash and cash equivalents | | $ | - | | | $ | (8,466 | ) | | $ | 8,466 | |
Cash Flow from Operating Activities
We have not generated positive cash flow from operating activities. During the three months ended December 31, 2024 and 2023, net cash used in operating activities was $9,289 and $8,466, respectively.
Cash flows used in operating activities during the year ended December 31, 2024, comprised of a net loss of $24,256 reduced by net changes in operating liabilities of $14,967.
Cash flows used in operating activities during the year ended December 31, 2023, comprised of a net loss of $13,264 reduced by amortization of mobile application and website of $2,000 and net changes in operating liabilities of $2,798.
Cash Flow from Investing Activities
The Company do not have any investing activities during the three months ended December 31, 2024 and 2023.
Cash Flow from Financing Activities
During the three months ended December 31, 2024, net cash used in financing activities was $9,289 related to proceed from issuance of convertible note.
The Company do not have any financing activities during the three months ended December 31, 2023.
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.
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.
Item 6. Exhibits
_____________
* | Filed herewith. |
** | Furnished and not filed |
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: February 6, 2025 | | /s/ Kwok Boon Kit | |
| | Kwok Boon Kit | |
| | Director and CEO | |
