Cibatella Seeks $120K in IPO for Culinary Platform Amid Going Concern Doubts

TL;DR

**Avoid Cibatella's highly speculative $0.03 IPO; this development-stage company has no revenue, significant losses, and a going concern warning, making it a high-risk bet on an unproven culinary platform.**

AI Summary

Cibatella Corp., a Wyoming-incorporated development-stage company, filed an S-1/A to offer up to 4,000,000 shares of common stock at $0.03 per share, aiming to raise up to $120,000. The company, founded on April 10, 2025, operates a web culinary platform specializing in Polish, Ukrainian, French, and Italian cuisines, and plans to offer fee-based culinary education and contextual advertising services. As of September 30, 2025, Cibatella reported no revenue, a net loss of $17,156, and total assets of $47,024, including a web app purchased for $40,300. The company has an accumulated deficit of $25,405 and its auditor expressed substantial doubt about its ability to continue as a going concern. Key risks include dependence on future financing, intense competition from larger, established companies, and the lack of patent protection for its web application, which could lead to competitors copying its technology.

Why It Matters

This S-1/A filing reveals Cibatella Corp.'s attempt to raise capital for its culinary web platform, but highlights significant risks for investors, including no revenue, substantial losses, and a going concern opinion from its auditor. For employees (currently only one, Janek Innos), the success of this offering is critical for future growth and potential hiring of freelance chefs. Customers might benefit from a new culinary resource, but the company's ability to sustain and expand its offerings is highly uncertain. In the broader market, Cibatella faces stiff competition from well-established culinary platforms and services with superior financial and marketing capabilities, making its path to profitability extremely challenging.

Risk Assessment

Risk Level: high — Cibatella Corp. presents a high risk level due to its status as a development-stage company with no revenue and cumulative net losses of $25,405 as of September 30, 2025. The independent auditor issued a 'going concern' opinion, explicitly stating 'substantial doubt as to our ability to continue as a going concern,' indicating severe financial instability and dependence on future financing to avoid liquidation.

Analyst Insight

Investors should exercise extreme caution and likely avoid Cibatella Corp.'s offering. Given the company's development stage, lack of revenue, significant losses, and the auditor's going concern warning, the risk of complete loss of investment is exceptionally high. Wait for clear evidence of revenue generation, sustained profitability, and a stronger financial position before considering any investment.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$47,024

total Debt

$0

net Income

-$17,156

eps

N/A

gross Margin

N/A

cash Position

$6,240

revenue Growth

N/A

Executive Compensation

Key Numbers

• $120,000 — Maximum proceeds from offering (Assuming all 4,000,000 shares are sold at $0.03 each.)
• $0.03 — Offering price per share (Fixed price for the initial public offering.)
• $0 — Revenue (No revenue generated since inception on April 10, 2025, through September 30, 2025.)
• $17,156 — Net Loss (Incurred for the three months ended September 30, 2025.)
• $25,405 — Accumulated Deficit (Total losses from inception on April 10, 2025, until September 30, 2025.)
• $47,024 — Total Assets (As of September 30, 2025, including a $40,300 web app.)
• 2,000,000 — Shares outstanding prior to offering (Issued at par value $0.0001 to Janek Innos.)
• 6,000,000 — Shares outstanding after offering (Assuming the entire offering of 4,000,000 shares is sold.)
• 365 days — Duration of offering (Period for selling shares, extendable by 90 days.)
• 1 — Number of employees (Currently, only Mr. Janek Innos serves as the sole officer and Director.)

Key Players & Entities

• Cibatella Corp. (company) — Registrant in S-1/A filing
• Janek Innos (person) — President, Director, and sole employee responsible for selling shares
• SEC (regulator) — Securities and Exchange Commission
• $120,000 (dollar_amount) — Maximum aggregate net proceeds from the offering
• $0.03 (dollar_amount) — Offering price per share of common stock
• $40,300 (dollar_amount) — Purchase price of the web app
• $17,156 (dollar_amount) — Net loss for the three months ended September 30, 2025
• $25,405 (dollar_amount) — Accumulated deficit as of September 30, 2025
• Wyoming (regulator) — State of incorporation for Cibatella Corp.
• Astangu tanav 62, Tallinn, Harju 13519, Estonia (company) — Principal executive offices of Cibatella Corp.

FAQ

Risk Factors

• Dependence on Future Financing [high — financial]: Cibatella Corp. has not yet earned revenue and relies entirely on the success of this offering to secure initial capital for operations. The company's ability to sustain operations and develop its business plan is contingent on raising sufficient funds, with no assurance of revenue generation or profitability. Failure to secure capital could lead to liquidation.
• Going Concern Uncertainty [high — financial]: The company has incurred cumulative net losses of $25,405 from inception to September 30, 2025, and anticipates further losses. The auditor has expressed substantial doubt about Cibatella's ability to continue as a going concern, highlighting the risk of investment loss if operations cease.
• Intense Competition [medium — market]: Cibatella faces competition from larger, established companies in the culinary platform space. The company's lack of patent protection for its web application increases the risk of competitors copying its technology, potentially hindering its market position and growth.
• Lack of Patent Protection [medium — operational]: The company's web application is not protected by patents. This lack of intellectual property protection makes it vulnerable to competitors replicating its technology, which could negatively impact its competitive advantage and market share.
• Estonian Market Dependence [low — financial]: The company's ability to raise future funding may be impacted by financial changes in the Estonian market, where its executive and business office is located. This dependence introduces a risk related to regional economic instability.
• Uncertainty of Market Development [medium — market]: There is no existing public trading market for Cibatella's common stock, and no guarantee that one will develop or be sustained. The company is seeking a market maker for OTC QB Markets, but no arrangement is in place, posing a risk to liquidity for investors.

Industry Context

Cibatella Corp. operates in the online culinary platform and education sector, a space that is increasingly competitive. While the demand for online cooking resources and education has grown, the market is populated by numerous established players offering a wide range of content and services. Cibatella aims to differentiate itself by focusing on specific European cuisines and offering AI-powered assistance, but faces significant challenges in gaining market share against larger, well-funded competitors.

Regulatory Implications

As a company seeking to raise capital through a public offering in the U.S., Cibatella must comply with SEC regulations, including the rigorous disclosure requirements of the S-1/A filing. The company's development-stage status and lack of revenue may attract increased scrutiny regarding its business model viability and future prospects. Furthermore, any expansion into offering financial advice or services related to culinary businesses could trigger additional regulatory considerations.

What Investors Should Do

1. Review Auditor's Going Concern Opinion
2. Assess Revenue Generation Strategy
3. Evaluate Competitive Landscape
4. Understand Use of Proceeds

Key Dates

• 2025-04-10: Company Incorporation — Marks the official start of Cibatella Corp. as a legal entity and the beginning of its development stage.
• 2025-09-30: Financial Statement Date — Provides a snapshot of the company's financial position, including $0 revenue, a net loss of $17,156, and total assets of $47,024.
• 2025-10-01: Offering Period Begins (Assumed) — The S-1/A filing initiates the period during which the company aims to raise up to $120,000 by selling 4,000,000 shares at $0.03 each.
• 2026-09-30: Offering Period Ends (Maximum) — The offering is planned for up to 365 days, with a possible 90-day extension, indicating a prolonged period for capital raising.

Glossary

Development-stage company

A company that has shown little or no operational activity and has no significant revenue. It is typically in the process of developing a product or service. (Cibatella Corp. is classified as a development-stage company, indicating it has not yet generated revenue and is focused on launching its business.)

S-1/A

An amendment to a registration statement filed with the U.S. Securities and Exchange Commission (SEC) for companies planning to go public. It provides detailed information about the company and the offering. (This filing is crucial for potential investors to understand Cibatella's business, risks, and financial status before investing in its IPO.)

Going concern

An assumption that a company will continue to operate for the foreseeable future. If there is substantial doubt about a company's ability to continue as a going concern, it raises significant financial risk. (Cibatella's auditor has expressed substantial doubt about its ability to continue as a going concern, a critical warning for investors.)

Accumulated deficit

The total cumulative net losses of a company since its inception, minus any cumulative net income. It represents a negative balance in retained earnings. (Cibatella has an accumulated deficit of $25,405 as of September 30, 2025, highlighting its history of losses.)

Direct participation offering

An offering where the company sells its securities directly to the public without the involvement of an underwriter. (Cibatella is conducting a direct participation offering, with its sole director responsible for sales, meaning no commissions are paid but also no underwriter support.)

Year-Over-Year Comparison

As this is Cibatella Corp.'s initial S-1/A filing, there is no prior filing to compare against. The provided financial data reflects the company's status from its inception on April 10, 2025, through September 30, 2025. Key metrics such as revenue, net income, and assets are presented for this initial period, highlighting the company's development stage and the absence of operational revenue.

Key Financial Figures

• $0.03 — TO 4,000,000 SHARES OF COMMON STOCK AT $0.03 PER SHARE NO MINIMUM This is the in
• $120,000 — are for aggregate net proceeds of up to $120,000, assuming that the entire offering is c
• $40,300 — s. We have purchased the web app for US $40,300, and the full payment was made on June
• $38,284 — months ended September 30, 2025 reports $38,284 in intangible assets (web culinary plat
• $6,240 — ible assets (web culinary platform) and $6,240 in cash, and a net loss of $17,156 cons
• $17,156 — ) and $6,240 in cash, and a net loss of $17,156 consisting of consulting expense $12,00
• $12,000, b — 17,156 consisting of consulting expense $12,000, bank service charges $15, legal fees $1,5
• $15 — g expense $12,000, bank service charges $15, legal fees $1,500, audit fees $1,625 a
• $1,500 — 0, bank service charges $15, legal fees $1,500, audit fees $1,625 and depreciation $2,
• $1,625 — rges $15, legal fees $1,500, audit fees $1,625 and depreciation $2,016. The Company is
• $2,016 — 500, audit fees $1,625 and depreciation $2,016. The Company issued common stock 2,000,
• $0.0001 — mon stock 2,000,000 shares at par value $0.0001 in consideration of $200 to Janek Innos
• $200 — t par value $0.0001 in consideration of $200 to Janek Innos. Our independent audito
• $25,405 — 5, we incurred cumulative net losses of $25,405. We expect to incur losses in the fores

Filing Documents

• cibatella_s1a1.htm (S-1/A) — 573KB
• cibatella_ex2301.htm (EX-23.1) — 2KB
• pic1.jpg (GRAPHIC) — 26KB
• pic2.jpg (GRAPHIC) — 18KB
• pic3.jpg (GRAPHIC) — 27KB
• pic4.jpg (GRAPHIC) — 19KB
• pic5.jpg (GRAPHIC) — 24KB
• pic6.jpg (GRAPHIC) — 27KB
• pic7.jpg (GRAPHIC) — 80KB
• pic8.jpg (GRAPHIC) — 115KB
• pic9.jpg (GRAPHIC) — 76KB
• pic10.jpg (GRAPHIC) — 17KB
• image_005.jpg (GRAPHIC) — 19KB
• image_006.jpg (GRAPHIC) — 5KB
• image_001.jpg (GRAPHIC) — 5KB
• 0001683168-25-009097.txt ( ) — 1206KB

RISK FACTORS

RISK FACTORS 4 Risks Associated With Our Company 4 Risks Associated With This Offering 8 FORWARD- LOOKING STATEMENTS 12

USE OF PROCEEDS

USE OF PROCEEDS 13 DETERMINATION OF OFFERING PRICE 14 DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES 14 PLAN OF DISTRIBUTION 15 Terms of the Offering 15 Deposit of Offering Proceeds 16 Procedures and Requirements for Subscription 16

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 16 EXPERTS 17 DESCRIPTION OF BUSINESS 17

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 28 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 28 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATIONS 29 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 30 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 34

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 35 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 37

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 37 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 38 WHERE YOU CAN FIND MORE INFORMATION 38

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS F-1 i Cibatella Corp. Astangu tanav 62, Tallinn, Harju 13519, Estonia +1(307)6556080 PROSPECTUS SUMMARY As used in this prospectus, references to the “Company”, “we”, “our”, “us”, “Cibatella” refer to Cibatella Corp. unless the context otherwise indicates. The following summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements, and the notes to the financial statements. OUR BUSINESS Cibatella Corp. was incorporated under the laws of the state of Wyoming on April 10, 2025. We are a development-stage company focused on launching and expanding Cibatella, a web culinary platform designed to inspire, educate, and empower individuals to explore international cuisines and develop culinary skills. Our executive and business office is located at Astangu tanav 62, Tallinn, Harju 13519, Estonia, and our telephone number is +1(307)6556080. We maintain our statutory registered agent’s office at 30 N Gould St Ste R Sheridan, WY 82801. We have developed a full business plan. The Company has no revenue and has incurred losses since its inception. Our possesses assets in a form of web app. The Web App Purchase Agreement was filed as Exhibit 10.2 to this Registration Statement. Cibatella provides users with step-by-step recipes accompanied by high-quality images, ingredient lists, preparation times, and detailed dish descriptions. Our web app specializes in Polish, Ukrainian, French, and Italian cuisines, allowing users to explore, learn, and cook a variety of traditional and modern dishes. Our web app includes an AI-powered recipe assistant that allows users to input the ingredients they have on hand and receive dish suggestions, complete with preparation steps. Users can also “favorite” recipes

financial statements for the three months ended September 30, 2025 reports $38,284

financial statements for the three months ended September 30, 2025 reports $38,284 in intangible assets (web culinary platform) and $6,240 in cash, and a net loss of $17,156 consisting of consulting expense $12,000, bank service charges $15, legal fees $1,500, audit fees $1,625 and depreciation $2,016. The Company issued common stock 2,000,000 shares at par value $0.0001 in consideration of $200 to Janek Innos. Our independent auditor has issued an audit opinion with respect to our financial statements for the period ended September 30, 2025, which includes a statement expressing substantial doubt as to our ability to continue as a going concern. Currently, we have only one employee who is also our sole officer and Director - Mr. Janek Innos. He will offer the shares to friends, relatives, acquaintances and business associates. This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our director will be solely responsible for selling shares under this offering and no commission will be paid to him on any sales. There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we will seek to have a market maker file an application with FINRA for our common stock to be eligible for trading on the OTC and QB Markets quotation system. We do not have an arrangement in place for a market maker to file such and application and there is no guarantee that we will be able to find one to do so. 2 THE OFFERING Following is a brief summary of this offering. Please see the “ Plan of Distribution ” section for a more detailed description of the terms of the offering. Securities offered: Up to 4,000,000 shares of our common stock, par value

RISK FACTORS

RISK FACTORS An investment in these securities involves an exceptionally high degree of risk and is extremely speculative in nature. Following are what we believe are all of the material risks involved if you decide to purchase shares in this offering. RISKS ASSOCIATED WITH OUR COMPANY: We have yet to earn revenue and our ability to sustain our operations depends on our ability to raise funding. Furthermore, there is a risk associated with the business dependence on the market in Estonia. Our future is dependent upon our ability to obtain financing and upon future profitable operations. Furthermore, the finances required to fully develop our plan cannot be predicted with any certainty and may exceed any estimates we set forth. These factors raise doubt that we will be able to continue as a going concern. Any financial changes on the market in Estonia could curb our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when required, we will not be able to complete our business plan. As a result, we may have to liquidate our business and you may lose the money you invest. You should consider our independent registered public accountant’s comments when assessing whether an investment in Cibatella Corp. is safe. We cannot predict when or if we will produce revenues, which could result in a total loss of your investment if we are unsuccessful in our business plans. We have not yet generated any revenues from operations. In order for us to continue with our plans and open our business, we must raise our initial capital to do so through this offering. The timing of the completion of the milestones needed to commence operations and generate revenues is contingent on the success of this offering. There can be no assurance that we will generate revenues or that revenues will be sufficient to maintain our business. As a result, you could lose all of your investment if you decide to purc

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