Mira Qon Launches Penny Stock IPO Amidst Going Concern Doubts

TL;DR

**Avoid Mira Qon's IPO; it's a high-risk, development-stage penny stock with no revenue, significant control concentration, and a going concern warning.**

AI Summary

Mira Qon Corporation, a development-stage technology company incorporated on June 16, 2025, is launching an initial public offering of 4,500,000 shares of common stock at $0.0225 per share, aiming to raise gross proceeds of $101,250. The company plans to develop an online service providing real-time construction material pricing across the United States, with its core API not yet commercially launched. As of August 31, 2025, Mira Qon reported total assets of $33,155, total liabilities of $24,369, and total stockholder's equity of $8,786. For the year ended August 31, 2025, the company recorded no income, total expenses of $214, and a net loss of $214, resulting in a net loss per share of ($0.00). The company currently has no employees, with its sole director, Cruz Membreno Lauro Roldan, holding 100% of the outstanding shares. Mira Qon requires a minimum of $25,313 over the next twelve months to execute its business plan and its independent registered public accounting firm has expressed doubt about its ability to continue as a going concern, highlighting significant operational and financial risks.

Why It Matters

This S-1 filing reveals a highly speculative investment opportunity in Mira Qon, a development-stage company with no revenue and significant financial uncertainty. Investors face substantial dilution risk, as the sole director, Cruz Membreno Lauro Roldan, will retain 40% ownership even if all 4,500,000 shares are sold, maintaining considerable control. The lack of a public market and the 'penny stock' designation mean low liquidity and high volatility are likely, making it difficult for investors to exit positions. Competitively, Mira Qon enters a market requiring robust data infrastructure and established trust, which it currently lacks, posing a challenge to its proposed real-time pricing service for contractors and developers.

Risk Assessment

Risk Level: high — Mira Qon is a development-stage company incorporated on June 16, 2025, with no revenue generated as of August 31, 2025, and a net loss of $214. The company explicitly states it requires a minimum of $25,313 over the next twelve months and its independent registered public accounting firm has expressed doubt regarding its ability to continue as a going concern, indicating severe financial instability.

Analyst Insight

Investors should exercise extreme caution and likely avoid Mira Qon's IPO. The company is a development-stage entity with no revenue, significant financial risks, and a 'going concern' warning. Consider this a highly speculative venture with a high probability of capital loss.

Financial Highlights

debt To Equity

2.77

revenue

$0

operating Margin

N/A

total Assets

$33,155

total Debt

$24,369

net Income

-$214

eps

$0.00

gross Margin

N/A

cash Position

$830

revenue Growth

N/A

Key Numbers

• 4,500,000 — Shares of Common Stock Offered (Represents the total number of shares Mira Qon is offering in its initial public offering.)
• $0.0225 — Price Per Share (The fixed price at which each share of common stock is being offered, classifying it as a 'penny stock'.)
• $101,250 — Gross Proceeds (The total amount of money Mira Qon expects to raise if all 4,500,000 shares are sold at $0.0225 per share.)
• 280 — Duration of Offering (Days) (The period from the effective date of the prospectus during which the shares will be offered for sale.)
• 3,000,000 — Shares Issued and Outstanding (Pre-IPO) (The number of shares held by Cruz Membreno Lauro Roldan, representing 100% ownership before the offering.)
• 40% — Director's Ownership (Post-IPO) (The percentage of stock Cruz Membreno Lauro Roldan will hold if all 4,500,000 shares are sold in the offering, down from 100%.)
• $25,313 — Minimum Funding Required (The amount Mira Qon needs over the next twelve months to execute its business plan, without which the business may fail.)
• $214 — Net Loss for the Period (The total net loss incurred by Mira Qon for the year ended August 31, 2025, indicating no revenue generation.)
• $830 — Cash and Deposits (The total cash held by Mira Qon as of August 31, 2025, highlighting very limited liquidity.)
• $8,786 — Total Stockholder's Equity (The total equity of Mira Qon as of August 31, 2025, reflecting its nascent financial position.)

Key Players & Entities

• Mira Qon Corporation (company) — Registrant in S-1 filing
• Cruz Membreno Lauro Roldan (person) — Sole officer, Director, President, Treasurer, Secretary, Principal Executive, Financial and Accounting Officer, and 100% shareholder pre-IPO
• SEC (regulator) — Securities and Exchange Commission
• Wyoming (regulator) — State of incorporation
• BizFilings (company) — Agent for service
• $0.0225 (dollar_amount) — Offering price per share
• $101,250 (dollar_amount) — Aggregate offering price / Gross proceeds
• $25,313 (dollar_amount) — Minimum funding required for business plan over next 12 months
• $214 (dollar_amount) — Total expenses and net loss for the year ended August 31, 2025
• $8,786 (dollar_amount) — Total Stockholder's Equity as of August 31, 2025

FAQ

Risk Factors

• Development Stage and High Failure Rate [high — operational]: Mira Qon is a development-stage company with limited operations since its incorporation on June 16, 2025. There is no history to assess the probability of success, and new companies face high failure rates. Potential problems include generating sufficient cash flow and exceeding cost estimates, leading to anticipated substantial operating losses and potential business failure.
• Dependence on Offering Proceeds for Operations [high — financial]: The company is dependent on the funds raised in this IPO to continue operations, as current operating funds are insufficient. The proceeds may not be enough to achieve revenues and profitable operations, and additional financing may be required. Without these funds, the business may be unable to continue operations.
• Going Concern Uncertainty [high — financial]: Mira Qon's independent registered public accounting firm has expressed doubt about its ability to continue as a going concern. This is due to significant operational and financial risks, including a lack of revenue and a net loss of $214 for the year ended August 31, 2025.
• No Commercial Launch of Core API [high — operational]: The company's core API, which is central to its online service for construction material pricing, has not yet been commercially launched. This indicates a lack of product readiness and a significant hurdle to revenue generation.
• Insufficient Minimum Funding [high — financial]: Mira Qon requires a minimum of $25,313 over the next twelve months to execute its business plan. Failure to secure this amount could lead to the inability to continue business operations.
• Extremely Limited Cash Position [high — financial]: As of August 31, 2025, the company reported only $830 in cash and deposits. This extremely low liquidity highlights the immediate need for the capital from the IPO to fund operations.
• Penny Stock Classification [medium — market]: The offering price of $0.0225 per share classifies Mira Qon's common stock as a 'penny stock'. Penny stocks are subject to extreme price volatility and lack liquidity, making them highly speculative investments.
• Sole Director and 100% Ownership Concentration [medium — operational]: The company currently has no employees and its sole director, Cruz Membreno Lauro Roldan, holds 100% of the outstanding shares pre-IPO. This concentration of control and lack of a broader management team presents operational risks.

Industry Context

Mira Qon aims to operate in the construction technology sector, specifically focusing on providing real-time material pricing data. This industry is increasingly leveraging digital solutions to improve efficiency and transparency. However, it is a competitive space with established players and requires significant investment in technology development and market penetration.

Regulatory Implications

As a publicly traded company, Mira Qon will be subject to SEC regulations and reporting requirements. The 'penny stock' classification may also lead to additional scrutiny and compliance burdens related to trading and investor protection rules.

What Investors Should Do

1. Review 'Risk Factors' section thoroughly.
2. Assess the viability of the core API and business model.
3. Evaluate the 'going concern' opinion from the auditor.
4. Consider the extremely low cash position and reliance on IPO proceeds.

Key Dates

• 2025-06-16: Company Incorporation — Marks the official start of Mira Qon Corporation as a legal entity.
• 2025-08-31: Financial Statement Date — Provides a snapshot of the company's assets, liabilities, equity, and operational results for the period.

Glossary

Development Stage Company

A company that has a plan or program to commence a business that has no operations or has a limited operational history. (Mira Qon is classified as a development-stage company, indicating it has not yet established significant operations or revenue streams.)

Going Concern

The assumption that a company will continue to operate for the foreseeable future, typically at least one year. (The auditor's doubt about Mira Qon's ability to continue as a going concern is a significant red flag for investors.)

Penny Stock

A stock that trades for less than $5 per share, often characterized by low liquidity and high volatility. (Mira Qon's offering price of $0.0225 per share means it is classified as a penny stock, highlighting its speculative nature.)

Initial Public Offering (IPO)

The process by which a private company first sells shares of stock to the public. (This S-1 filing is for Mira Qon's IPO, its first attempt to raise capital from public investors.)

API (Application Programming Interface)

A set of rules and protocols that allows different software applications to communicate with each other. (Mira Qon's core business relies on its API for providing construction material pricing data, which is not yet commercially launched.)

Stockholder's Equity

The residual interest in the assets of an entity after deducting all its liabilities. (Mira Qon has very low stockholder's equity ($8,786), reflecting its early stage and accumulated losses.)

Year-Over-Year Comparison

This is Mira Qon's initial S-1 filing, so there is no prior filing to compare against. Key metrics such as revenue, net income, and operational history are non-existent as of the reporting period ending August 31, 2025. The filing introduces all identified risks and financial data for the first time.

Key Financial Figures

• $16 — n Stock 4,500,000 0.0225 101,250 $16* (1) Estimated solely for the purpose
• $0.0225 — ATION 4,500,000 SHARES OF COMMON STOCK $0.0225 PER SHARE Mira Qon Corporation is lau
• $5.00 — ty that has a market price of less than $5.00 per share, subject to certain exception
• $700 million — eld by non-affiliates equals or exceeds $700 million as of the end of that year’s seco
• $1.235 billion — h we have total annual gross revenue of $1.235 billion or more during such fiscal year (as ind
• $1.00 billion — date on which we have issued more than $1.00 billion in non-convertible debt in the prior th
• $25,313 — business plan, we require a minimum of $25,313 over the next twelve months as detailed
• $101,250 — s Prospectus is part. Gross Proceeds $101,250 Securities Issued and Outstanding: T
• $10,000 — registration costs to be approximately $10,000 . Risk Factors See “Risk Facto

Filing Documents

• miraqon_s1.htm (S-1) — 367KB
• ex3_1.htm (EX-3.1) — 2KB
• ex3_2.htm (EX-3.2) — 129KB
• ex5.htm (EX-5.1) — 6KB
• ex10_1.htm (EX-10.1) — 9KB
• ex10_2.htm (EX-10.2) — 42KB
• ex23.htm (EX-23.1) — 2KB
• ex99_1.htm (EX-99.1) — 12KB
• ex107calculation.htm (EX-FILING FEES) — 10KB
• image_001.jpg (GRAPHIC) — 138KB
• image_002.jpg (GRAPHIC) — 239KB
• image_003.jpg (GRAPHIC) — 111KB
• image_004.jpg (GRAPHIC) — 119KB
• image_005.jpg (GRAPHIC) — 31KB
• image_006.jpg (GRAPHIC) — 2KB
• image_007.jpg (GRAPHIC) — 50KB
• image_010.jpg (GRAPHIC) — 30KB
• 0002097953-25-000002.txt ( ) — 1571KB

USE OF PROCEEDS

USE OF PROCEEDS 19 DETERMINATION OF OFFERING PRICE 21

DILUTION

DILUTION 22 MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 22 DESCRIPTION OF BUSINESS 26

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 31 DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON 32

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 34 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 34

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 35 PLAN OF DISTRIBUTION 35

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 38 INDEMNIFICATION 39 INTERESTS OF NAMED EXPERTS AND COUNSEL 39 EXPERTS 39 AVAILABLE INFORMATION 40 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 40 INDEX TO THE FINANCIAL STATEMENTS 41 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. 5 A CAUTIONARY NOTE REGARDING FORWARD-LOOKING This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "should," "anticipates," "believes," "continues," "estimates," "expects," "may," "plans," "predicts," "potential" 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, including the risks in the section entitled “Risk Factors,” that may cause 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. While these forward-looking of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections

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. 9 SUMMARY FINANCIAL INFORMATION The tables and information below are derived from our audited financial statements. Financial Summary August 31, 2025 ($) Cash and Deposits 830 Total Assets 33,155 Total Liabilities 24,369 Total Stockholder’s Equity 8,786 Year ended August 31, 2025 ($) Total Income - COGS - Total Expenses 214 Net Loss for the Period (214) Net Loss per Share (0.00)

RISK FACTORS

RISK FACTORS An investment in our common stock involves a high degree of risk. This section includes all of the known material risks in the offering. 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 relating to our business We are a development stage Company and have commenced limited operations in our business. We anticipate incurring substantial operating losses for the foreseeable future. We were incorporated on June 16, 2025 and have initiated limited business operations. Accordingly, we have no way to assess the probability of our business attaining success. Potential investors should be aware of the typical challenges encountered by new companies and the high failure rate of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unforeseen problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses that may exceed current estimates. We anticipate a rise in operating expenses without substantial revenue generation. We expect to incur significant losses in the near future. We recognize that if the effectiveness of our business plan is not forthcoming, we may be unable to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful. If we are unsuccessful in addressing these risks, our business will most likely fail. 10 We are depen

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