Legend Spices Becomes Shell Company, Revenue Plummets 78%

TL;DR

**LGSP is a defunct shell company with no business, no assets, and no employees; avoid at all costs until a new strategy emerges.**

AI Summary

LEGEND SPICES, INC. (LGSP) reported a net loss of $8,861 for the six months ended June 30, 2025, a significant improvement from the $17,860 net loss in the prior year period. However, revenue plummeted to $644 for the six months ended June 30, 2025, down from $2,986 in the same period of 2024, reflecting a 78.4% decrease. The company has discontinued its primary business operations in Armenia following a change of ownership on March 29, 2025, where Mr. Mkrtchyan sold his shares. LGSP is currently without a new business focus and identifies itself as a 'shell company.' Total assets have dropped to $0 as of June 30, 2025, from $3,938 at December 31, 2024. A related party, Khachatur Mkrtchyan, forgave $69,717 in debt, recorded as a capital contribution, which helped reduce total liabilities from $71,985 to $7,581. The company faces substantial doubt about its ability to continue as a going concern, with an accumulated deficit of $118,086 and a working capital deficit of $7,581 as of June 30, 2025.

Why It Matters

This filing signals a complete pivot for LEGEND SPICES, INC., moving from an operating entity to a 'shell company' with no current business. For investors, this means the previous business model is defunct, and any future value hinges entirely on a yet-to-be-determined new venture, introducing extreme uncertainty. Employees are directly impacted, as the sole employee, Suzanna, resigned, indicating no current operational staff. Customers of the former spice business are left without a supplier. The broader market impact is minimal given the company's small scale, but it highlights the risks associated with micro-cap companies undergoing ownership changes and business realignments.

Risk Assessment

Risk Level: high — The company explicitly states it 'can currently be understood as a shell company for the time being' and has 'discontinued our operations in Armenia' without any 'new business determined yet.' Total assets are $0 as of June 30, 2025, and the company has an accumulated deficit of $118,086, raising 'substantial doubt as to our ability to continue as a going concern.'

Analyst Insight

Investors should avoid LEGEND SPICES, INC. given its current status as a shell company with no operations, assets, or defined future business. Any investment would be purely speculative on a future, unknown business plan. Monitor for significant announcements regarding a new business direction or substantial capital raises before considering any position.

Financial Highlights

debt To Equity

N/A

revenue

$644

operating Margin

N/A

total Assets

$0

total Debt

$7,581

net Income

-$8,861

eps

$0.00

gross Margin

44.25%

cash Position

$0

revenue Growth

-78.4%

Key Numbers

• $8,861 — Net Loss (for six months ended June 30, 2025, an improvement from $17,860 in prior year)
• $644 — Sales Revenue (for six months ended June 30, 2025, down 78.4% from $2,986 in prior year)
• $0 — Total Assets (as of June 30, 2025, down from $3,938 at December 31, 2024)
• $69,717 — Related Party Debt Forgiveness (recorded as capital contribution, reducing liabilities)
• $7,581 — Total Liabilities (as of June 30, 2025, significantly reduced from $71,985 at December 31, 2024)
• $118,086 — Accumulated Deficit (as of June 30, 2025, indicating ongoing losses)
• 6,850,000 — Common Shares Outstanding (as of November 6, 2025)

Key Players & Entities

• LEGEND SPICES, INC. (company) — registrant
• Mr. Mkrtchyan (person) — former single largest shareholder
• Qihui Wang (person) — related party owed audit fees
• Suzanna (person) — only employee who resigned
• Nevada Business Corporation Act (regulator) — governing incorporation
• $69,717 (dollar_amount) — debt forgiven by related party
• $8,861 (dollar_amount) — net loss for six months ended June 30, 2025
• $17,860 (dollar_amount) — net loss for six months ended June 30, 2024
• $0 (dollar_amount) — total assets as of June 30, 2025
• $118,086 (dollar_amount) — accumulated deficit as of June 30, 2025

FAQ

Risk Factors

• Discontinuation of Business Operations [high — operational]: The company has discontinued its primary business operations in Armenia following a change of ownership on March 29, 2025. This has led to a drastic reduction in revenue, from $2,986 in the six months ended June 30, 2024, to $644 in the same period of 2025, a 78.4% decrease.
• Going Concern Uncertainty [high — financial]: LGSP faces substantial doubt about its ability to continue as a going concern due to a net loss of $8,861 for the six months ended June 30, 2025, an accumulated deficit of $118,086, and a working capital deficit of $7,581.
• Shell Company Status [medium — financial]: Following the discontinuation of operations and a lack of new business focus, LGSP identifies itself as a 'shell company.' This status may deter potential investors and partners.
• Deterioration of Asset Base [high — financial]: Total assets have dropped to $0 as of June 30, 2025, from $3,938 at December 31, 2024. This complete depletion of assets indicates a lack of operational capacity or value.

Industry Context

The spice industry is generally characterized by established players and a focus on supply chain efficiency and product quality. However, for companies like LGSP that have ceased operations, the competitive landscape is irrelevant. The focus shifts entirely to the company's ability to pivot to a new, viable business model.

Regulatory Implications

As a shell company with no active operations, LGSP may be subject to increased scrutiny from regulatory bodies regarding its future plans and compliance. Failure to establish a new business or maintain reporting obligations could lead to delisting or other sanctions.

What Investors Should Do

1. Monitor for any announcements regarding a new business direction or acquisition. The company's current status as a shell company with zero assets and significant going concern issues makes it highly speculative.
2. Evaluate any future financial statements for signs of operational recovery or the successful execution of a new business strategy. The drastic revenue decline and asset depletion are critical red flags.
3. Understand the implications of the related party debt forgiveness and its impact on the company's capital structure. While it reduced liabilities, it also highlights reliance on related parties.

Key Dates

• 2025-03-29: Change of ownership — Mr. Mkrtchyan sold his shares, leading to the discontinuation of primary business operations in Armenia.
• 2025-06-30: End of reporting period — The company reported a net loss of $8,861 and total assets of $0, highlighting its status as a shell company with going concern issues.

Glossary

Shell Company

A company that is formed and maintained in existence, but has no significant assets or operations. (LGSP identifies itself as a shell company after discontinuing its operations, indicating a lack of current business activity.)

Going Concern

The assumption that a company will continue to operate for the foreseeable future. (LGSP faces substantial doubt about its ability to continue as a going concern due to its financial condition.)

Accumulated Deficit

The total net losses of a company that have not been offset by net income. (LGSP has an accumulated deficit of $118,086, reflecting its history of unprofitability.)

Working Capital Deficit

Occurs when a company's current liabilities exceed its current assets. (LGSP has a working capital deficit of $7,581, indicating potential short-term liquidity issues.)

Capital Contribution

An investment made by an owner or shareholder into a company. (The forgiveness of $69,717 in debt by a related party was recorded as a capital contribution.)

Year-Over-Year Comparison

Compared to the prior year period, LGSP has seen a dramatic 78.4% decrease in revenue, from $2,986 to $644 for the six months ended June 30, 2025. While the net loss has improved from $17,860 to $8,861, this is largely due to the cessation of operations and a significant reduction in liabilities, not operational growth. Total assets have fallen to $0, a stark contrast to the $3,938 reported at the end of 2024, and the company now faces significant going concern doubts.

Key Financial Figures

• $0.001 — 00 6,850,000 * Net loss is less than $0.001 per share. The accompanying notes are
• $0.0001 — of Stockholders' Deficit Common Stock $0.0001 Par Value Shares Amount Additional
• $1,217 — r cost of sales, compared to revenue of $1,217 and cost of sales of $767 for the same
• $767 — revenue of $1,217 and cost of sales of $767 for the same period in 2024. For the s
• $644 — June 30, 2025, we generated revenue of $644, representing a 78.43% decrease from $2
• $2,986 — 44, representing a 78.43% decrease from $2,986 in the corresponding period of 2024. Co
• $359 — sales for the 2025 six-month period was $359, compared to $2,058 in 2024. This resul
• $2,058 — six-month period was $359, compared to $2,058 in 2024. This resulted in a gross margi
• $285 — 024. This resulted in a gross margin of $285 (calculated as revenue minus cost of sa
• $5,300 — -month period ended June 30, 2025, were $5,300, compared to $13,134 for the same perio
• $13,134 — June 30, 2025, were $5,300, compared to $13,134 for the same period in 2024. During th
• $9,146 — June 30, 2025, we incurred expenses of $9,146. We incurred general and administrative
• $26 — general and administrative expenses of $26, wages and benefits of $254, profession
• $254 — expenses of $26, wages and benefits of $254, professional fees of $5,567, loss on i
• $5,567 — benefits of $254, professional fees of $5,567, loss on impairment of inventory of $57

Filing Documents

• legend_i10q-063025.htm (10-Q) — 334KB
• legend_ex3101.htm (EX-31.1) — 10KB
• legend_ex3201.htm (EX-32.1) — 5KB
• 0001683168-25-008712.txt ( ) — 1977KB
• lgsp-20250630.xsd (EX-101.SCH) — 15KB
• lgsp-20250630_cal.xml (EX-101.CAL) — 29KB
• lgsp-20250630_def.xml (EX-101.DEF) — 23KB
• lgsp-20250630_lab.xml (EX-101.LAB) — 176KB
• lgsp-20250630_pre.xml (EX-101.PRE) — 133KB
• legend_i10q-063025_htm.xml (XML) — 153KB

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION Item 1.

Financial Statements

Financial Statements 3 Item 2.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 13 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 18 Item 4.

Controls and Procedures

Controls and Procedures 18

- OTHER INFORMATION

PART II - OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 19 Item 1A.

Risk Factors

Risk Factors 19 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19 Item 3. Defaults Upon Senior Securities 19 Item 4. Mine Safety Disclosures 19 Item 5. Other Information 19 Item 6. Exhibits 19

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements Our unaudited condensed financial statements for the three-months and six-months period ended June 30, 2025 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. Legend Spices, Inc. Unaudited Condensed Consolidated Balance Sheets June 30, December 31, 2025 2024 ASSETS Current assets Cash in Bank $ – $ 789 Accounts Receivable – 2,454 Inventories – 695 Total current assets – 3,938 Total assets $ – $ 3,938 LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Accounts payable and current liabilities Income and other taxes payable $ 156 $ 204 Accounts payable 2,125 2,064 Due to related parties 5,300 69,717 Total current liabilities 7,581 71,985 Total liabilities 7,581 71,985 Commitments and Contingencies – – STOCKHOLDERS' DEFICIT Preferred stock, $ 0.0001 par value; 50,000,000 shares authorized; zero shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively – – Common stock, $ 0.0001 par value; 500,000,000 shares authorized; 6,850,000 and 6,850,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. 2,350 2,350 Additional paid in capital 109,271 39,554 Other comprehensive loss ( 1,116 ) ( 726 ) Accumulated deficit ( 118,086 ) ( 109,225 ) Total stockholders' deficit ( 7,581 ) ( 68,047 ) Total liabilities and stockholders' deficit $ – $ 3,938 The accompanying notes are an integral part of these unaudited condensed financial statements. 3 Legend Spices, Inc. Unaudited Condensed Consolidated Statements of Operations Quarter ended June 30, 2025 (3 months) June 30, 2024 (3 months) June 30, 2025 (6 months) June 30, 2024 (6 months) Sales $ – $ 1,217 $ 644 $ 2,986 Cost of Goods sold – 767 359 2,058 Gross profit / (Loss) – 450 285 928 Operating

Management's Discussion and Analysis

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

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS This quarterly report contains forward-looking "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 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

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