Synera Studio Launches $160K IPO Amidst Going Concern Warning

TL;DR

**Avoid Synera Studio's $0.02 IPO; it's a high-risk gamble with a 'going concern' warning and no clear path to profitability.**

AI Summary

Synera Studio Inc, a Wyoming-incorporated design and animation services startup, filed an S-1/A to offer 8,000,000 shares of common stock at $0.02 per share, aiming to raise $160,000. The company, incorporated on April 4, 2025, reported initial revenue of $5,000 for the three months ended September 30, 2025, with a net loss of $2,460 and operating expenses of $7,437. As of September 30, 2025, Synera Studio had a cash balance of $3,305 and total liabilities of $5,213. The independent registered public accountant issued a 'going concern' opinion, indicating substantial doubt about the company's ability to continue operations. Synera Studio requires a minimum of $40,000 for the next twelve months to fund operations and an additional $13,000 for ongoing SEC filing requirements if revenue targets are not met. Zoran Bubanja, the CEO, currently owns 100% of the outstanding shares and will control the offering and company decisions.

Why It Matters

This S-1/A filing reveals a high-risk investment opportunity in a nascent design and animation studio. For investors, the $0.02 share price and 'going concern' warning signal extreme speculative risk, with potential for total loss. Employees and future customers face uncertainty given the company's limited operating history and dependence on a single officer, Zoran Bubanja. In a highly competitive design and animation market with low barriers to entry, Synera Studio's struggle to secure minimum funding and attract more than one customer highlights the significant challenges it faces against established players.

Risk Assessment

Risk Level: high — The risk level is high due to the independent registered public accountant issuing a 'going concern' opinion, indicating substantial doubt about Synera Studio Inc.'s ability to continue operations. The company is a development-stage entity, incorporated on April 4, 2025, with a net loss of $2,460 for the three months ended September 30, 2025, and requires a minimum of $40,000 to operate for one year, which it has not yet secured.

Analyst Insight

Investors should exercise extreme caution and likely avoid this offering. The 'going concern' opinion, limited operating history, and dependence on a single individual for sales and funding suggest a very high probability of capital loss. Only investors with a very high-risk tolerance and willingness to lose their entire investment should consider participation.

Financial Highlights

debt To Equity

5.01

revenue

$5,000

operating Margin

N/A

total Assets

$6,255

total Debt

$5,213

net Income

-$2,460

eps

N/A

gross Margin

N/A

cash Position

$3,305

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $0.02 — Price per share (Fixed price for 8,000,000 shares in the initial public offering)
• 8,000,000 — Shares offered (Total common stock being registered for sale to the public)
• $160,000 — Gross proceeds (Maximum potential funds raised if all 8,000,000 shares are sold at $0.02 each)
• $11,000 — Estimated offering registration costs (Anticipated expenses for the S-1/A filing)
• $5,000 — Revenue (Generated for the three months ended September 30, 2025, from one service agreement)
• $2,460 — Net loss (Incurred for the three months ended September 30, 2025)
• $3,305 — Cash balance (As of September 30, 2025, indicating limited liquidity)
• $40,000 — Minimum funding required (Needed for the next twelve months of operations)
• 270 — Duration of offering in days (Period for which shares will be offered from the effective date)
• 100% — Ownership by Zoran Bubanja (Percentage of outstanding common stock owned by the CEO prior to the offering)

Key Players & Entities

• Synera Studio Inc (company) — Registrant offering common stock
• Zoran Bubanja (person) — Chief Executive Officer, sole officer and director, 100% shareholder, and responsible for selling shares in the offering
• SEC (regulator) — Securities and Exchange Commission, filing oversight
• FINRA (regulator) — Financial Industry Regulatory Authority, for market maker application
• OTC Markets Group (company) — Platform where common stock may be quoted
• Registered Agents, Inc. (company) — Agent for service in Sheridan, WY
• Wyoming (regulator) — State of incorporation for Synera Studio Inc
• Jumpstart Our Business Startups Act (regulator) — Legislation defining 'emerging growth company'

FAQ

Risk Factors

• Going Concern Opinion [high — financial]: The independent registered public accountant has issued a 'going concern' opinion, indicating substantial doubt about Synera Studio Inc.'s ability to continue as an ongoing business for the next twelve months. This means financial statements may not reflect adjustments for potential cessation of operations, posing a significant risk of investment loss.
• Development Stage Company with Limited Operating History [high — operational]: Synera Studio Inc. was incorporated on April 4, 2025, and has a limited operating history. The company expects to incur significant operating losses for the foreseeable future and faces the high failure rate common to new enterprises.
• Insufficient Funding and Cash Position [high — financial]: The company has a cash balance of $3,305 as of September 30, 2025, and requires a minimum of $40,000 for the next twelve months of operations. The current offering aims to raise $160,000, but there is no assurance that the full amount will be raised or that any proceeds will be received.
• SEC Filing Requirements [medium — regulatory]: Synera Studio Inc. requires an additional $13,000 for ongoing SEC filing requirements if revenue targets are not met. Failure to meet these requirements could impact compliance and future operations.
• Uncertainty of Business Success [high — market]: There is no history upon which to base assumptions about the likelihood of success. The company may not generate substantial operating revenues or achieve profitable operations, leading to potential loss of investment.

Industry Context

Synera Studio Inc. operates in the design and animation services sector, which is competitive and relies on creative talent and technological capabilities. The industry is characterized by project-based work and the need for continuous adaptation to evolving software and client demands. Startups in this space often face challenges in scaling operations and securing consistent revenue streams.

Regulatory Implications

As a publicly traded company, Synera Studio Inc. will be subject to ongoing SEC reporting requirements, including the need for timely filings and adherence to accounting standards. Failure to meet these obligations, especially with limited resources, could lead to penalties and a loss of investor confidence.

What Investors Should Do

1. Review the 'Risk Factors' section thoroughly, paying close attention to the going concern opinion and the company's limited operating history.
2. Assess the company's ability to meet its minimum funding requirements of $40,000 for the next twelve months.
3. Evaluate the CEO's 100% ownership and control over the offering and company decisions.

Key Dates

• 2025-04-04: Company Incorporation — Marks the official start of Synera Studio Inc. as a legal entity.
• 2025-08-28: First Service Agreement Executed — Indicates the commencement of revenue-generating activities.
• 2025-09-30: End of Three-Month Period for Unaudited Financials — Provides a snapshot of the company's financial performance and position, including initial revenue and net loss.
• 2025-06-30: End of Three-Month Period for Audited Financials — Provides initial audited financial data since inception.

Glossary

S-1/A

An amendment to a registration statement filed with the U.S. Securities and Exchange Commission (SEC) for a public offering of securities. (Synera Studio Inc. is using this form to register its common stock for an initial public offering.)

Going Concern Opinion

A statement by an independent auditor indicating that there is substantial doubt about a company's ability to continue operating for the next twelve months. (This opinion raises significant concerns about Synera Studio Inc.'s financial viability and future operations.)

Development-Stage Company

A company that has a limited operating history and is still in the process of developing its business plan, products, or services. (Synera Studio Inc. is classified as a development-stage company, highlighting its early-stage status and associated risks.)

Common Stock

A class of stock that typically carries voting rights and represents ownership in a corporation. (Synera Studio Inc. is offering its common stock to the public in its initial public offering.)

Initial Public Offering (IPO)

The first time a company offers its stock for sale to the public. (Synera Studio Inc. is seeking to raise capital through an IPO.)

Year-Over-Year Comparison

This is Synera Studio Inc.'s initial S-1/A filing, so there is no prior filing to compare against. The provided financial data covers the period from inception (April 4, 2025) through September 30, 2025, showing early-stage revenue generation and net losses. Key risks identified, such as the going concern opinion and limited operating history, are foundational to this initial public offering.

Key Financial Figures

• $0.02 — NC 8,000,000 SHARES OF COMMON STOCK $0.02 per share This is the initial offerin
• $11,000 — registration costs to be approximately $11,000. There is no minimum number of shares t
• $40,000 — n of operations we require a minimum of $40,000 for the next twelve months as described
• $13,000 — cient revenue, we may need a minimum of $13,000 of additional funding to pay for ongoin
• $5,000 — ed September 30, 2025 report revenue of $5,000, operating expenses of $7,437, a net lo
• $7,437 — evenue of $5,000, operating expenses of $7,437, a net loss of $2,460, and a cash balan
• $2,460 — ating expenses of $7,437, a net loss of $2,460, and a cash balance of $3,305 as of Sep
• $3,305 — t loss of $2,460, and a cash balance of $3,305 as of September 30, 2025. Our independe
• $4,000 — r business plan, raised an aggregate of $4,000 through a private placement of our comm
• $160,000 — s Prospectus is part. Gross Proceeds $160,000 4 Table of Contents Securities Iss
• $5,213 — we had 3,305 in cash and liabilities of $5,213. As of this date, we have generated onl

Filing Documents

• synera_s1a.htm (S-1/A) — 585KB
• synera_ex231.htm (EX-23.1) — 3KB
• synera_s1img1.jpg (GRAPHIC) — 8KB
• synera_s1img2.jpg (GRAPHIC) — 10KB
• synera_s1img5.jpg (GRAPHIC) — 201KB
• synera_ex231img4.jpg (GRAPHIC) — 3KB
• synera_ex231img5.jpg (GRAPHIC) — 1KB
• 0001477932-25-008898.txt ( ) — 898KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 13

USE OF PROCEEDS

USE OF PROCEEDS 13 DETERMINATION OF OFFERING PRICE 13

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS 15 DESCRIPTION OF BUSINESS 19

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 25 DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 25

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 26 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 27

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 27 PLAN OF DISTRIBUTION 28

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 30 INDEMNIFICATION 31 INTERESTS OF NAMED EXPERTS AND COUNSEL 31 EXPERTS 31 AVAILABLE INFORMATION 31 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 31 INDEX TO THE FINANCIAL STATEMENTS 32 We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You should not rely on any unauthorized information. This prospectus is not an offer to sell or buy any shares in any state or other jurisdiction in which it is unlawful. The information in this prospectus is current as of the date on the cover. You should rely only on the information contained in this prospectus. 3 Table of Contents PROSPECTUS SUMMARY As used in this prospectus, unless the context otherwise requires, "we," "us," "our," and "Synera Studio Inc" Refers to Synera Studio Inc. The following summary does not contain all of the information that may be important to you. You should read the entire prospectus before making an investment decision to purchase our common stock. SYNERA STUDIO INC. Synera Studio Inc was incorporated in Wyoming on April 4, 2025. We are a startup company in the design and animation services industry. We intend to use the net proceeds from this offering to develop our business operations (See "Description of Business" and "Use of Proceeds"). To implement our plan of operations we require a minimum of $40,000 for the next twelve months as described in our Plan of Operations. There is no assurance that we will generate any substantial revenue in the first 12 months after completion our offering or ever generate substantial revenue. Being a development stage company, we have very limited operating history. If we do not generate sufficient revenue, we may need a minimum of $13,000 of additional funding to pay for ongoing SEC filing requirements. Our principal executive offices are located at Kamenika Street 7, Topola,

Risk Factors

Risk Factors See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock. There is no assurance that we will raise the full $160,000 as anticipated and there is no guarantee that we will receive any proceeds from the offering. SUMMARY FINANCIAL INFORMATION The tables and information below are derived from our audited financial statements for the period from April 4, 2025 (Inception) to June 30, 2025: Financial Summary June 30, 2025 ($) (Audited) Cash and Deposits 4,000 Total Assets 4,000 Total Liabilities 499 Total Stockholder's Equity 3,501 Accumulated from April 4, 2025 (Inception) to June 30, 2025 ($) (Audited) Total Expenses 499 Net Loss for the Period (499 ) The tables and information below are derived from our unaudited financial statements for the three-months ended September 30, 2025: Financial Summary September 30, 2025 ($) (Unaudited) Cash and Deposits 3,305 Total Assets 6,255 Total Liabilities 5,213 Total Stockholder's Equity 1,041 For the three-months ended September 30, 2025 ($) (Unaudited) Revenue 5,000 Total Expenses 7,437 Net Loss for the Period (2,460 ) 5 Table of Contents

RISK FACTORS

RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment. Risks related to our business Because our auditors have raised a going concern, there is a substantial uncertainty that we will continue operations in which case you could lose your investment. Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment. We are a development-stage company. We have only recently commenced operations and have a limited operating history. We expect to incur significant operating losses for the foreseeable future. We were incorporated on April 4, 2025, and have only recently commenced operations. Accordingly, we have no way to evaluate the likelihood that our business will be successful. Potential investors should be aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. To date, we have developed our business plan, raised an aggregate of $4,000 through a private placement of our common stock to our sole officer and director, launched our website at www.synera-studio.com, and beginning to provide design and animation services. On August 28, 2025, we executed our first service agreement and completed the related project, generating initial revenues of $5,000 dur

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View this S-1/A filing on SEC EDGAR