Legend Spices Becomes Shell Company, Assets Vanish Amidst Operational Halt

TL;DR

**LGSP is a defunct shell company with zero assets and no business, making it a pure speculative play on a future, undefined venture.**

AI Summary

LEGEND SPICES, INC. (LGSP) reported a significant decline in financial performance for the nine months ended September 30, 2025, with sales plummeting to $644 from $4,552 in the prior year, representing an 85.8% decrease. The company posted a net loss of $14,637 for the nine-month period, an improvement from the $24,222 net loss in the same period of 2024, primarily due to reduced operating expenses. However, total assets have vanished, dropping from $3,938 as of December 31, 2024, to $0 as of September 30, 2025, with cash in bank, accounts receivable, and inventories all at zero. The company's total liabilities decreased substantially from $71,985 to $13,367, largely due to a related party debt forgiveness of $69,717 by former shareholder Khachatur Mkrtchyan. LGSP has discontinued its spice production and sales operations in Armenia and is currently without a new business focus, effectively operating as a shell company. The accumulated deficit stands at $123,862, and a working capital deficit of $13,367 as of September 30, 2025, raises substantial doubt about its ability to continue as a going concern.

Why It Matters

This filing signals a complete pivot for LEGEND SPICES, INC., moving from an operating spice business to a shell company with no current operations. For investors, this means the previous business model is defunct, and any future value hinges entirely on a yet-to-be-determined new business direction, introducing extreme uncertainty. Employees, specifically Suzanna who resigned January 31, 2025, are no longer with the company, indicating a complete cessation of operational staff. Customers of the Armenian spice business are directly impacted by the discontinuation of operations. In the broader market, this highlights the risks associated with micro-cap companies and significant ownership changes, potentially attracting speculative investors looking for a reverse merger candidate.

Risk Assessment

Risk Level: high — The company has zero assets as of September 30, 2025, down from $3,938 on December 31, 2024, and explicitly states it has discontinued operations in Armenia, is without a new business, and can be understood as a 'shell company.' This, combined with an accumulated deficit of $123,862 and a working capital deficit of $13,367, raises 'substantial doubt as to our ability to continue as a going concern.'

Analyst Insight

Investors should avoid LGSP unless they have a high-risk tolerance and are specifically seeking a speculative shell company for potential future reverse merger opportunities. Current shareholders should evaluate their position given the complete cessation of prior business operations and the lack of any defined future strategy.

Financial Highlights

debt To Equity

N/A

revenue

$644

operating Margin

N/A

total Assets

$0

total Debt

$13,367

net Income

-$14,637

eps

$0.00

gross Margin

44.3%

cash Position

$0

revenue Growth

-85.8%

Revenue Breakdown

Key Numbers

• $0 — Total Assets (Decreased from $3,938 on December 31, 2024, indicating complete asset liquidation.)
• $14,637 — Net Loss (9 months) (Improved from $24,222 in 2024, but still a significant loss for a non-operating entity.)
• $644 — Sales (9 months) (Plummeted from $4,552 in 2024, reflecting the discontinuation of operations.)
• $69,717 — Related Party Debt Forgiveness (Reduced total liabilities and increased additional paid-in capital.)
• $123,862 — Accumulated Deficit (Indicates significant historical losses and raises going concern doubts.)
• $13,367 — Working Capital Deficit (As of September 30, 2025, contributing to going concern risk.)
• 6,850,000 — Common Shares Outstanding (Consistent across periods, indicating no dilution or buybacks.)
• 85.8% — Sales Decrease (Percentage drop in sales from $4,552 to $644 for the nine months ended September 30, 2025.)

Key Players & Entities

• LEGEND SPICES, INC. (company) — registrant
• Khachatur Mkrtchyan (person) — former single largest shareholder
• Qihui Wang (person) — new controlling shareholder
• Suzanna (person) — only employee who resigned
• $69,717 (dollar_amount) — related party debt forgiven by Khachatur Mkrtchyan
• $14,637 (dollar_amount) — net loss for the nine months ended September 30, 2025
• $0 (dollar_amount) — total assets as of September 30, 2025
• $123,862 (dollar_amount) — accumulated deficit as of September 30, 2025
• $13,367 (dollar_amount) — working capital deficit as of September 30, 2025
• Armenia (company) — location of discontinued operations

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has $0 in total assets and a working capital deficit of $13,367 as of September 30, 2025. This, combined with a significant decrease in sales and an accumulated deficit of $123,862, raises substantial doubt about Legend Spices, Inc.'s ability to continue as a going concern.
• Discontinued Operations [high — operational]: Legend Spices, Inc. has ceased its spice production and sales operations in Armenia. The company currently has no new business focus, effectively operating as a shell company with no active revenue-generating activities.
• Zero Asset Base [high — financial]: As of September 30, 2025, total assets are reported as $0, with cash in bank, accounts receivable, and inventories all at zero. This complete liquidation of assets indicates a lack of operational capacity and financial resources.
• Significant Accumulated Deficit [medium — financial]: The company has an accumulated deficit of $123,862 as of September 30, 2025. This indicates a history of substantial losses that have eroded the company's equity base.

Industry Context

The spice industry is generally characterized by stable demand, but competitive pressures and supply chain complexities can impact profitability. Companies often differentiate through product quality, sourcing, and brand recognition. Legend Spices, Inc.'s operational cessation in Armenia suggests it could not compete effectively or manage its supply chain within the current market dynamics.

Regulatory Implications

As a company with no active operations and significant going concern issues, Legend Spices, Inc. may face increased scrutiny from regulatory bodies like the SEC. Failure to address its financial instability could lead to delisting from exchanges or further regulatory actions.

What Investors Should Do

1. Avoid investment.
2. Monitor for any new business direction.

Key Dates

• 2025-09-30: End of Nine-Month Period — Reporting period shows $0 total assets, $644 in sales, and a net loss of $14,637, highlighting the cessation of operations and severe financial distress.
• 2024-12-31: End of Fiscal Year — Prior balance sheet showed $3,938 in total assets and $71,985 in total liabilities, before significant asset liquidation and debt forgiveness.
• 2024-09-30: End of Nine-Month Period (Prior Year) — Reported sales of $4,552 and a net loss of $24,222, indicating a substantial decline in performance compared to the current period.

Glossary

Accumulated deficit

The total net losses of a company over its lifetime that have not been offset by net income. (Indicates a history of significant losses for Legend Spices, Inc., contributing to its going concern doubts.)

Working capital deficit

Occurs when a company's current liabilities exceed its current assets, indicating a potential short-term liquidity problem. (Legend Spices, Inc. has a working capital deficit of $13,367 as of September 30, 2025, signaling immediate liquidity concerns.)

Going concern

An assumption that a company will continue to operate for the foreseeable future, typically at least 12 months. (Substantial doubt exists regarding Legend Spices, Inc.'s ability to continue as a going concern due to its financial condition.)

Additional paid in capital

The amount of money a company receives from selling stock above its par value. (Increased significantly due to related party debt forgiveness, boosting equity but not reflecting operational performance.)

Related party debt forgiveness

When a debt owed to an individual or entity with a close relationship to the company is canceled. (A $69,717 debt forgiveness by former shareholder Khachatur Mkrtchyan significantly reduced Legend Spices, Inc.'s liabilities.)

Year-Over-Year Comparison

Compared to the nine months ended September 30, 2024, Legend Spices, Inc. has experienced a dramatic decline, with sales plummeting by 85.8% from $4,552 to $644. Total assets have completely vanished from $3,938 to $0, and the net loss, while improved from $24,222 to $14,637, still represents a significant deficit for a non-operating entity. Liabilities have decreased substantially due to debt forgiveness, but the company's operational and financial health has severely deteriorated.

Key Financial Figures

• $0.001 — Section 12(g) of the Act: Common Stock, $0.001 par value Title of each class Tradi
• $644 — mber 30, 2025, we generated revenues of $644 (representing 14% of the previous year'
• $359 — us year's amount) with cost of sales of $359, resulting in a gross margin of $285. T
• $285 — of $359, resulting in a gross margin of $285. This gross margin accounted for 44% of
• $14,922 — h period ended September 30, 2025, were $14,922, compared to $25,758 for the same perio
• $25,758 — ber 30, 2025, were $14,922, compared to $25,758 for the same period in 2024. During th
• $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 $11,343, loss on
• $11,343 — benefits of $254, professional fees of $11,343, loss on impairment of inventory of $57
• $572 — 343, loss on impairment of inventory of $572, and bad debt expense of $2,727. Durin
• $2,727 — entory of $572, and bad debt expense of $2,727. During the nine-month period ended Se
• $40 — general and administrative expenses of $40, wages and benefits of $2,304, professi
• $2,304 — expenses of $40, wages and benefits of $2,304, professional fees of $23,385, and sale
• $23,385 — enefits of $2,304, professional fees of $23,385, and sales and marketing expenses of $2
• $29 — 85, and sales and marketing expenses of $29. We have discontinued our operations i

Filing Documents

• legend_10q-093025.htm (10-Q) — 313KB
• legend_ex3101.htm (EX-31.1) — 10KB
• legend_ex3201.htm (EX-32.1) — 5KB
• 0001683168-25-009346.txt ( ) — 1922KB
• lgsp-20250930.xsd (EX-101.SCH) — 15KB
• lgsp-20250930_cal.xml (EX-101.CAL) — 29KB
• lgsp-20250930_def.xml (EX-101.DEF) — 23KB
• lgsp-20250930_lab.xml (EX-101.LAB) — 171KB
• lgsp-20250930_pre.xml (EX-101.PRE) — 132KB
• legend_10q-093025_htm.xml (XML) — 145KB

- 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 12 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 16 Item 4.

Controls and Procedures

Controls and Procedures 16

- OTHER INFORMATION

PART II - OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 18 Item 1A.

Risk Factors

Risk Factors 18 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18 Item 3. Defaults Upon Senior Securities 18 Item 4. Mine Safety Disclosures 18 Item 5. Other Information 18 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 nine-months period ended September 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 September 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 Accrued Expenses 1,400 – Accounts payable 2,135 2,064 Due to related parties 9,676 69,717 Total current liabilities 13,367 71,985 Total liabilities 13,367 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 September 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 September 30, 2025 and December 31, 2024, respectively. 2,350 2,350 Additional paid in capital 109,271 39,554 Other comprehensive loss ( 1,126 ) ( 726 ) Accumulated deficit ( 123,862 ) ( 109,225 ) Total stockholders' deficit ( 13,367 ) ( 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 Period ended September 30, 2025 (3 months) September 30, 2024 (3 months) September 30, 2025 (9 months) September 30, 2024 (9 months) Sales $ – $ 1,566 $ 644 $ 4,552 Cost of Goods sold – 9

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

View Full Filing

View this 10-Q filing on SEC EDGAR