As a Smaller Reporting Company, the company is not required to include the disclosure under this Item 1A. Risk Factors. Despite the fact that we are not required to provide risk factors, we consider the following factors to be risks to our continued growth and development:
StageWise Strategies operates in a dynamic and rapidly evolving market, and we cannot guarantee the sustained success of our business or the execution of our business plan.
Our strategic approach and solutions are part of a continuously evolving landscape, and the markets in which we operate, specifically in the Online Marketing or Digital Advertising industry, are subject to rapid change. Consequently, we must assess our prospects in light of the challenges, costs, and complexities frequently encountered by emerging companies in such swiftly evolving markets. We may encounter obstacles in achieving the following objectives, which could significantly impact our ability to implement our business plan:
-Establishing and maintaining broad market acceptance of our strategies and solutions, and effectively converting this acceptance into both direct and indirect sources of revenue.
-Ensuring the adoption of our strategies and solutions across various environments, experiences, and device types.
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-Timely and successfully developing new strategies and solutions, while continuously enhancing the functionality and features of our existing offerings.
-Developing strategies and solutions that result in high customer satisfaction and substantial end-customer usage, particularly in the realm of Online Marketing or Digital Advertising.
-Effectively addressing competition, including competition from emerging technologies and alternative solutions within the Online Marketing or Digital Advertising sector.
-Cultivating and sustaining strategic relationships to enhance the distribution, features, content, and utility of our strategies and solutions.
Our business strategy may encounter challenges, and we may struggle to address these risks in a cost-effective manner, if at all. In the event that we are unable to achieve these objectives successfully, it could have adverse consequences for our business.
StageWise Strategies may face challenges in executing its business plan if it cannot secure adequate capital and may be compelled to incur high capital costs.
To effectively implement our business plan and fulfill our financial commitments as they arise, we will require additional capital. The ability to obtain the necessary additional capital may be uncertain, and we may be obligated to pay elevated costs for such capital. Various factors may influence the availability and pricing of capital, including:
Should we fail to secure adequate capital, we may encounter difficulties in meeting our current and future financial obligations and may be unable to fully leverage existing or potential opportunities. Prolonged inability to access capital could even necessitate the suspension of our operations.
Yulia Zaporozhan is a related party with whom the Company entered into transactions between July 3, 2023 (inception) and September 30, 2024 under the Loan Agreement dated July 4, 2023 for $90,000 and the Amendment to Loan Agreement dated July 15, 2024, which increased the loan amount to $150,000. We intend to utilize this agreement as a source of working capital, enabling the execution of essential business operations.
StageWise Strategies encounters challenges related to the prolonged evaluation and sales cycles inherent in its business, particularly during economic downturns that impact our customers' operations. These extended and unpredictable sales cycles pose difficulties in forecasting our operational outcomes.
Forecasting the timing and recognition of revenue from the sale of our strategic solutions may be challenging due to the considerable time prospective customers may require to evaluate our product before committing to a purchase.
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Our market, encompassing strategic solutions and services, is marked by rapid and continuous technological advancements and market volatility.
The market for our strategic solutions and services is characterized by ongoing technological advancements and market fluctuations. Changes in technology, shifting industry standards, evolving customer preferences, and competitive pressures require us to innovate promptly and efficiently. Failing to adapt our solutions to these swift changes could hinder our ability to acquire and retain market share.
The dynamic technological evolution and market fluctuations in the Online Marketing and Digital Advertising industry pose additional risks. Changes in search engine algorithms, advertising platforms, or user behaviors can impact the effectiveness of our SEO services. Adapting to these rapid changes is essential for maintaining a competitive edge and delivering effective services. However, there is no guarantee that our adaptations will gain market acceptance or that we will successfully innovate in a cost-effective and timely manner.
It is challenging to predict the precise financial resources needed to fully execute our business plan, and these requirements may surpass any estimates we have provided. These circumstances give rise to doubts about our ability to remain operational. In the event that we are unable to secure adequate capital when necessary, we may rely on a loan from our director, Yuliia Zaporozhan, under the Loan Agreement dated July 4, 2023 for $90,000, as amended on July 15, 2024, to increase the loan amount to $150,000.
We face competition from companies with more extensive resources, which places us in a competitive disadvantage.
Our industry, centered around strategic solutions and services, is characterized by robust competition, and we anticipate an escalation in competitive pressures in the future. Some of our current or potential competitors, such as SEMrush, Ahrefs, and Moz, possess considerably greater financial, technical, and marketing capabilities compared to our organization. These established competitors offer a comprehensive suite of SEO tools, including keyword research, competitor analysis, and website optimization features. SEMrush, for instance, is known for its extensive keyword database and in-depth analytics, while Ahrefs is widely used for its backlink analysis capabilities. Moz, on the other hand, is recognized for its domain authority metric and has a strong presence in the SEO community.
The competitive advantage of these formidable competitors may enable them to respond more swiftly to emerging technologies or shifts in customer requirements. Additionally, they may allocate larger resources to the development, promotion, and sale of their offerings. We expect our competitors to continue enhancing the performance of their existing solutions and introducing new products, services, and technologies. Successful introductions or improvements by competitors like SEMrush, Ahrefs, and Moz could potentially lead to reduced sales, diminished market acceptance of our solutions, heightened price competition, or even the obsolescence of our products. To remain competitive in this dynamic landscape, we must maintain a substantial commitment to investing in research and development, sales and marketing, and customer support. While we recognize the challenges posed by companies with more extensive resources, we stay dedicated to providing innovative SEO services that empower entrepreneurs to improve their online visibility.
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Our capacity to engage in significant research and development endeavors is constrained due to our financial limitations, potentially obstructing our future growth potential.
Given our restricted overall resources, we have abstained from making substantial investments in research and development activities since our inception. This strategy primarily aims to preserve short-term capital; however, it may yield enduring implications.
Our failure to allocate resources to research and development jeopardizes our ability to remain competitive in terms of technological advancements and product offerings. Ultimately, this may have an adverse impact on our revenue growth and impede our journey toward profitability.
Our operational continuity is subject to disruptions stemming from external, uncontrollable events.
Our operational performance and financial results may be adversely impacted by prevailing global market and economic conditions, including ongoing geopolitical instability in various regions.
As a business focused on providing SEO services, our operations are not immune to the broader influence of the global economy and geopolitical circumstances. Our business remains susceptible to the influence of general worldwide economic and market circumstances. Deterioration in the U.S. and global economies could result in unfavorable consequences for our operational outcomes, encompassing potential declines in revenue and operational cash flow. The impact of these conditions on the business is magnified by the fact that our potential clientele may find it unprofitable to invest in SEO services, including the utilization of our innovative solutions, keyword analysis, and website optimization, given the economic uncertainties caused by geopolitical conflicts. They may opt to curtail or entirely cease their acquisition of our products and services, which could result in reduced demand and diminished revenue streams for our company.
Our Board of Directors has no prior experience in managing a public company, which is essential for establishing and maintaining disclosure controls and procedures as well as internal control over financial reporting.
We have no prior operational history as a public company. Yuliia Zaporozhan, serving as our President, Secretary, and Director, and Viktor Balan, Treasurer and Director, lack experience in overseeing a public company's requirements, including the establishment and maintenance of disclosure controls, procedures, and financial reporting controls. Consequently, there may be challenges in successfully operating as a public company, even if our core operations perform well. In recognition of these challenges, our intention is to proactively seek and engage experienced professionals to provide guidance and expertise in managing the responsibilities of a public company.
Our intention is to fully adhere to the various rules and regulations mandated for a reporting company registered with the Securities and Exchange Commission.
ITEM 1B. Unresolved Staff Comments
Not applicable to smaller reporting companies.
ITEM 2. Properties
Our current office space is located at Friedrichstr. 114A, 10117, Berlin, Germany. The space is adequate for our needs.
ITEM 3. Legal Proceedings
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
ITEM 4. Mine Safety Disclosures
Not applicable.
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is not currently traded on any exchange. We cannot assure that any market for the shares will develop or be sustained. We have not paid any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. We intend to retain any earnings to finance the growth of our business. We cannot assure you that we will ever pay cash dividends.
Whether we pay cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, capital requirements and any other factors that the Board of Directors decides are relevant. See Management’s Discussion and Analysis of Financial Condition and Results of Operations.
As of September 30, 2024, the company has 4,134,000 shares of common stock issued and outstanding held by company’s shareholders.
ITEM 6. Reserved
Not applicable to smaller reporting companies.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with (i) our audited financial statement as of September 30, 2024, that appear elsewhere in this filing. This filing contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward- looking statements. Given these uncertainties,
readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward -looking statements contained herein to reflect future events or developments. For information regarding risk factors that could have a material adverse effect on our business, refer to the Risk Factors.
Going Concern
The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the Company had revenues in amount of $9,007 for the year ended September 30, 2024, had a net loss $30,615 year ended September 30, 2024.
The Company is attempting to commence full-scale operations and generate sufficient revenue, however the Company’s cash position may not be sufficient to support the Company’s daily operations long-term. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Liquidity and Capital Resources
As of September 30, 2023 we have cash reserves of approximately $610 and our liabilities are $32,400, comprising $18,400 accounts payable and $14,000 owed to Yuliia Zaporozhan, our Director. As of September 30, 2024 we have cash reserves of approximately $11,343 and our liabilities are $145,330, comprising $13,500 accounts payable and $121,830 owed to Yuliia Zaporozhan, our Director.
The provided financial data indicates a concerning trend in the company's financial health. As of September 30, 2023, the company had a significant cash shortfall, with liabilities exceeding its cash reserves. The situation has worsened by September 30, 2024, as the gap between liabilities and cash reserves has widened considerably.
A significant portion of the company's liabilities is owed to Yuliia Zaporozhan, a director of the company.
Cash Flow Analysis
The company's cash flow statements for the fiscal years ended September 30, 2023, and 2024, present a mixed financial picture.
Operating Activities
For the years ended September 30, 2024 and 2023, net cash provided by operating activities was $12,217 and $11,410, respectively.
Investing Activities
For the years ended September 30, 2024 and 2023, net cash provided by investing activities was $88,900 and $28,800, respectively.
Financing Activities
For the years ended September 30, 2024 and 2023, net cash provided by financing activities was $111,850 and $18,000, respectively.
While the company was able to secure additional financing in both years, the increasing reliance on external funds and the negative cash flow from operations in 2024 raise concerns about the company's long-term financial sustainability.
The company's current financial position is challenging, with limited cash reserves and significant liabilities. To ensure continued operations, we are actively seeking additional funding through various channels, including a loan from our Director, Yuliia Zaporozhan.
While we are confident in our business plan, we acknowledge the inherent uncertainties and risks associated with raising capital and executing our strategy. We are diligently working to mitigate these risks and secure the necessary funding to achieve our long-term goals.
Results of Operations
Total income for the year ended September 30, 2024 was $9,007, and no income was generated from inception on July 3, 2023 through September 30, 2023.
Total expenses for the year ended September 30, 2023 were $6,995, made up of office rent $308, postage and delivery $39 and professional fees $6,648.
Total expenses for the year ended September 30, 2024 were $39,629, made up of professional fees $24,886, amortization of $13,299, bank service charges $6, business licenses and permits $915, postage and delivery $13 and office rent $510.
For the year ended September 30, 2024 and 2023, the company recorded a net loss of $30,615 and $6,990, respectively.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable to smaller reporting companies.
ITEM 8. Financial Statements and Supplementary Data
This information appears following Item 15 of this Annual Report and is included herein by reference.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
We have had no changes in or disagreements with our independent registered public accountant.
ITEM 9A. Controls and Procedures
The company is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. An assessment was conducted with the participation of our principal executive and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the company conducted an evaluation of the effectiveness of the company’s internal control over financial reporting as of September 30, 2024, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013").
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of September 30, 2024, the company determined that there were control deficiencies that constituted material weaknesses, as described below.