Legend Spices Inc. operates in the seasoning and spices industry, with prior production and sales operations conducted in Armenia. The industry is highly competitive, with competition based on brand recognition, product quality, price, and innovation. The company has ceased all seasoning-related operations in Armenia and is currently operating as a shell company, re-evaluating its strategic direction and exploring potential new business opportunities, though no definite new operating business has been identified to date.

The company's primary competitors are not named in the filing. Competitive advantages historically depended on the abilities of the former CEO, Khachatur Mkrtchyan, through his extensive contacts and relationships within the Food industry in Armenia. The company has no stated market share or relative standing.

The company's core business model was the production and sales of seasonings and spices, generating revenue from the sale of seasoning products. Revenue was recognized when persuasive evidence of an arrangement exists, delivery has occurred, the amount is fixed and determinable, and collectability is reasonably assured. The company has generated no operating revenue since discontinuing the former seasoning segment and is currently operating as a shell company with no revenue-generating operations.

Prior to the change of ownership, the company's principal business activity was the production and sales of seasonings and spices, with operations conducted in Armenia. During the year ended December 31, 2025, the company generated revenues of $644 ¹ from the sale of seasoning products, with cost of sales of $359 ², resulting in gross margin of $285 ³. The cost of sales primarily consisted of ingredients and packaging. The company has ceased all seasoning-related operations in Armenia and currently has no operating business.

The company has no other product or service lines. It is currently a shell company with no operating business.

On March 29, 2025, a significant change in control was completed as Khachatur Mkrtchyan transferred all of his equity interests in the company to Ms. Qihui Wang and a group of investors. Effective March 29, 2025, Mr. Mkrtchyan resigned from all officer and director positions, and Ms. Qihui Wang was appointed as Chairman, President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer. During the quarter ended March 31, 2025, a related party forgave debt owed by the company totaling $69,717 ⁴, which was recorded as a capital contribution to additional paid-in capital. The company did not purchase any of its shares of common stock or other securities during the fourth quarter of fiscal year ended December 31, 2025. As of December 31, 2025, the company had no outstanding warrants or options to purchase any shares of common stock.

For the fiscal year ended December 31, 2025, the company generated minimal revenue of $644 ⁵ from its legacy seasoning business and incurred a net loss of $18,787 ⁶, compared to a net loss of $31,073 ⁷ in fiscal 2024. Total operating expenses were $15,773 ⁸, consisting of wages and benefits of $254 ⁹, professional fees of $15,493 ¹⁰, and general and administrative expenses of $26 ¹¹, with no sales and marketing expenses incurred. The company held no cash as of December 31, 2025 ¹² and had a working capital deficit of $17,525 ¹³. The company has sustained operating losses since inception, with an accumulated deficit of $128,012 ¹⁴ as of December 31, 2025.

The company intends to focus on exploring new business opportunities and evaluating potential acquisition targets. Management projects that the company may require an additional $100,000 ¹⁵ to fund operating expenditures for the next twelve-month period. The company plans to raise capital through share offerings and loans from its director, provided that such funding continues to be available. The company has no current commitment from its Officer and Director or any other financier to supplement operations or provide financing in the future.

The company is re-evaluating its strategic direction and exploring potential new business opportunities, though no definite new operating business has been identified to date. The company does not intend to incur any research and development expenses over the twelve-month period ending December 31, 2026. The company does not intend to purchase any significant equipment over the twelve-month period ending December 31, 2026.

Management anticipates expenses to rise over the foreseeable future as marketing expenses increase as a result of efforts to increase revenues. The company's budgeted expenditures for the next 12 months include legal and accounting of $30,000 ¹⁶, salaries of $15,000 ¹⁷, contract marketing services of $10,000 ¹⁸, raw material purchases of $10,000 ¹⁹, travel expenses for overseas promotion of $10,000 ²⁰, FDA approval of all products of $10,000 ²¹, and advertising/promotion of $15,000 ²², totaling $100,000 ²³.

The company currently has no personnel managing daily business operations following the resignation of its sole employee, Suzanna, effective January 31, 2025. The company's sole director and officer has provided office space in his residence, which currently serves as the primary office for planning and implementing the business plan. The company does not own any interests in any real property.

The company plans to raise capital through share offerings and loans from its director. The company estimates the need for approximately $100,000 ²⁴ funding during the next 12 months to commence business operations as planned. The company has no current commitment from its Officer and Director or any other financier to supplement operations. The company does not intend to pay any dividends on common stock for the foreseeable future.

The company has ceased its historical operations since February 2025 and generated minimal revenues during the year ended December 31, 2025. The company has sustained operating losses since inception and there is substantial doubt regarding its ability to continue as a going concern. The company's future viability depends on its ability to secure additional financing or identify viable new business operations. The company currently does not have available funds to explore new business initiatives or fund other operating and general and administrative expenses.

The company's senior management has never managed a public company, which could impair the ability to comply with legal and regulatory requirements. All of the company's assets and its director and officer are outside the United States, making it difficult for investors to enforce judgments obtained within the United States. The company's limited operating history makes it difficult to forecast future results.

Management's message emphasizes that following the change in ownership on March 29, 2025, the company discontinued its historical seasoning-production-related operations in Armenia and is in the process of evaluating new business opportunities and potential acquisition targets, with no new operating business finalized as of December 31, 2025. Management states that for the fiscal year ended December 31, 2025, the company generated minimal revenue from its legacy seasoning business and incurred a net loss, with operating results dominated by professional fees for legal, accounting and SEC-related public-reporting work. Management notes that as of December 31, 2025, the company held no cash and had a working-capital deficit, and that the company has sustained operating losses since inception with substantial doubt regarding its ability to continue as a going concern. Management's strategic priorities for the period ahead are to secure additional financing or identify viable new business operations. Management projects that the company may require an additional $100,000 ²⁷ to fund operating expenditures for the next twelve-month period and plans to raise capital through share offerings and loans from its director.

For the fiscal year ended December 31, 2025, total revenue was $644 ²⁸ compared to $6,924 ²⁹ in fiscal 2024. Net loss was $18,787 ³⁰ versus $31,073 ³¹ in the prior year. Basic and diluted net loss per common share was $0.00 ³² for both fiscal 2025 and 2024, with weighted average common shares of 6,850,000 ³³ for both periods. Gross profit was $285 ³⁴ in fiscal 2025 compared to $1,954 ³⁵ in fiscal 2024. Total operating expenses were $15,773 ³⁶ in fiscal 2025 versus $33,027 ³⁷ in fiscal 2024. Other expenses included a loss on impairment of inventory of $572 ³⁸ and bad debt expense of $2,727 ³⁹ in fiscal 2025. As of December 31, 2025, the company held $0 ⁴⁰ in cash, had total current assets of $0 ⁴¹, total current liabilities of $17,525 ⁴², and a working capital deficit of $17,525 ⁴³. The company had an accumulated deficit of $128,012 ⁴⁴ as of December 31, 2025. Stockholders' deficit was $17,525 ⁴⁵ as of December 31, 2025, compared to $68,047 ⁴⁶ as of December 31, 2024. The company operates as a single reportable operating segment.

The company has generated minimal revenues since inception on May 10, 2021, and suspended all original business operations in February 2025, with an accumulated deficit of $128,012 ²⁵ as of December 31, 2025, raising substantial doubt about its ability to continue as a going concern. The company held no cash as of December 31, 2025 ²⁶ and currently does not have available funds to explore new business initiatives or fund operating expenses. The company's success historically depended on former CEO Khachatur Mkrtchyan, who resigned on March 29, 2025, and the company does not have any key person insurance or employment agreement with him. The company's senior management has never managed a public company, and all assets and the sole director and officer are located outside the United States, making it difficult for investors to enforce judgments. The company identified a material weakness in internal control over financial reporting due to inadequate segregation of duties within accounting functions.