Form 10-Q - Quarterly report [Sections 13 or 15(d)]

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Mark One

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No. 333-261614

WELSIS CORP.

(Exact name of registrant as specified in its charter)

Wyoming

8000

EIN 98-1620699

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

WELSIS CORP.

701 E Cathedral Rd.

Ste 45 PMB 405

Philadelphia, PA 19128

Telephone: 212-552-8991

(Address and telephone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: None

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	☐	Accelerated Filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the exchange act. ☒

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At January 28, 2025, the number of shares of the Registrant’s common stock outstanding was 2,752,667.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Balance Sheet	3
	Statement of Operations	4
	Statement of Stockholders’ Equity	5
	Statement of Cash Flows	6
	Notes to the Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Mine Safety Disclosures	15
Item 5.	Other Information	15
Item 6.	Exhibits	15
	Signatures	16

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Balance Sheets

	December 31,			September 30,
	2024			2024
	(Unaudited)			(Audited)
ASSETS
Current Assets
Prepaid Expense	$	4,106		$	-
Total Current Assets		4,106			-

TOTAL ASSETS	$	4,106		$	-

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	33,980		$	16,919
Accrued interest		16,789			14,777
Note payable		40,000			40,000
Total Current Liabilities		90,769			71,696

Long term liabilities
Convertible note payable		27,234			17,945
Total Long-term liabilities		27,234			17,945

TOTAL LIABILITIES		118,003			89,641

SHAREHOLDERS' DEFICIT
Common stock: 75,000,000 shares authorized; $0.0001 par value
2,752,667 shares issued and outstanding		276			276
Additional paid in capital		75,519			75,519
Accumulated deficit		(189,692	)		(165,436	)
TOTAL SHAREHOLDERS' DEFICIT		(113,897	)		(89,641	)

TOTAL LIABILITIES & SHAREHOLDERS' DEFICIT	$	4,106		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements

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WELSIS CORP.

Statements of Operations

(Unaudited)

	Three Months Ended
	December 31,
	2024			2023

REVENUE	$	-		$	2,000
GROSS PROFIT		-			2,000

OPERATING EXPENSES
General and administrative expense	$	22,244		$	14,265
Total operating expenses		22,244			14,265

Loss from Operations		(22,244	)		(12,265	)

OTHER EXPENSE
Interest expense		(2,012	)		(999	)
Total other income expense		(2,012	)		(999	)

NET LOS	$	(24,256	)	$	(13,264	)

NET LOSS PER SHARE, BASIC AND DILUTED	$	(0.01	)	$	(0.00	)

WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED		2,752,667			2,752,667

The accompanying notes are an integral part of these unaudited condensed financial statements

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WELSIS CORP.

Statements of Stockholders’ Deficit

(Unaudited)

Three Months Ended December 31, 2024

					Additional					Total
	Common Stock				Paid in		Accumulated			Stockholder's
	Number of Shares		Amount		Capital		Deficit			Deficit

Balance - September 30, 2024		2,752,667	$	276	$	75,519	$	(165,436	)	$	(89,641	)
Net loss		-		-		-		(24,256	)		(24,256	)
Balance - December 31, 2024		2,752,667	$	276	$	75,519	$	(189,692	)	$	(113,897	)

Three Months Ended December 31, 2023

					Additional					Total
	Common Stock				Paid in		Accumulated			Stockholder's
	Number of Shares		Amount		Capital		Deficit			Deficit

Balance - September 30, 2023		2,752,667	$	276	$	22,504	$	(140,753	)	$	(117,973	)
Net loss		-		-		-		(13,264	)		(13,264	)
Balance - December 31, 2023		2,752,667	$	276	$	22,504	$	(154,017	)	$	(131,237	)

The accompanying notes are an integral part of these unaudited condensed financial statements

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WELSIS CORP.

Statements of Cash Flows

(Unaudited)

	Three Months Ended
	December 31,
	2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(24,256	)	$	(13,264	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of mobile application and website		-			2,000
Changes in operating assets and liabilities:
Prepaid expense		(4,106	)		-
Accounts payable and accrued liabilities		17,061			-
Consulting fee accrued - related party		-			1,800
Accrued interest		2,012			998
Net cash used in Operating Activities		(9,289	)		(8,466	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceed from issuance of convertible notes		9,289			-
Net cash provided by Financing Activities		9,289			-

Net changes in cash and cash equivalents		-			(8,466	)
Cash and cash equivalents, beginning of period		-			9,834
Cash and cash equivalents, end of period	$	-		$	1,368

Supplemental cash flow information
Cash paid for interest		-			-
Cash paid for taxes		-			-

The accompanying notes are an integral part of these unaudited condensed financial statements

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WELSIS CORP.

Notes to the Unaudited Financial Statements

December 31, 2024

NOTE 1 - NATURE OF OPERATIONS

Welsis Corp. (referred as the “Company”, “we”, “our”) was Incorporated in the State of Wyoming and established on August 16, 2021. We are a development-stage company formed to commence operations concerned with the virtual psychological therapy that is also known as teletherapy or telepsychology services. We have developed a full business plan. Our Company provides counselling and psychological services for adolescents (from 14 years) and adults, for men and women, therapy for individuals, couples and families. Also, we plan to provide our services to specific communities, for example to the corporative sector of business in a form of corporate group sessions or individual ones. We have purchased a website and a working prototype of online services mobile platform application known as “Psychologist-24”.

On March 13, 2024, Dusan Zindovic, the previous majority shareholder of Welsis Corp. (the “Company”), entered into a stock purchase agreement for the sale of 2,000,000 shares of Common Stock of the Company to Skywest Pinnacle Limited. The closing of the purchase and sale occurred on April 1, 2024. As a result of the acquisition, Skywest Pinnacle Limited holds approximately 73% of the issued and outstanding shares of Common Stock of the Company, and as such it is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. Also effective April 1, 2024, the previous sole officer and director of the company, Dusan Zindovic, resigned his positions with the Company. Upon such resignations, Kwok Boon Kit was appointed as Chief Executive Officer, Treasurer and Secretary, and Director of the Company.

On September 23, 2024, Welsis Corp announced that it is entering the cryptocurrency and blockchain industry by launching TokenTraders.net, a fully functional crypto-exchange site. Tokentraders.net allows users to exchange and trade cryptocurrencies with ease by utilizing real time rates at minimal fees. Tokentraders.net also has an in-built crypto wallet which allows its users to securely store their cryptocurrencies safely.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three months ended December 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2025. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 as filed with the Securities and Exchange Commission on January 14, 2025.

RECLASSIFICATION

Certain amounts from prior period have been reclassified to conform to the current period presentation. These reclassifications had no impact on reported operating and net loss.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC 820, “Fair Value Measurements and Disclosures”, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

The carrying amounts of financial instruments such as accounts payable and note payable approximate their fair values because of the short maturity of these instruments.

CASH AND CASH EQUIVALENTS

For the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

PREPAID EXPENSE

Prepaid expenses relate to prepayment made for future services in advance that will be expensed over time as the benefit of the services is received in the future expected. As of December 31, 2024 and September 30, 2024, prepaid expense was $4,106 and $0, respectively.

INTANGIBLE ASSETS

The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.”

ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below it carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. (Note 4)

Mobile Application and Website development- amortization

The Company is using straight- line amortization for our mobile application and website since they are fully operational as of September 1, 2021.

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Mobile Application and Website – $40,000

Term of amortization – 5 years

For the three months ended December 31, 2024 and 2023, amortization was $0 and $2,000, respectively.

Since the mobile application and website were used for psychological consultation which ceased since the change of management on April 1, 2024, the assets were fully impairment. During the year ended September 30, 2024, the Company recorded impairment loss of $15,333.

LONG LIVED ASSETS

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.

REVENUE RECOGNITION

The Company recognizes revenue from the sale of products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

For the three months ended December 31, 2024 and 2023, the Company recognized consulting revenue of $0 and $2,000.

CONVERTIBLE FINANCIAL INSTUMENTS

The Company account for our convertible financial instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options.” The Company do not separately present in equity an embedded conversion feature of the convertible debts and do not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance.

NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed similar to basic net income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted net income per share assumes the conversion, exercise or issuance of all common stock instruments, such as convertible notes, unless the effect is to reduce a loss or increase earnings per share.

For the three months ended December 31, 2024 and 2023, the following convertible note weas excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

	December 31,		December 31,
	2024		2023
	(Shares)		(Shares)
Convertible Notes		54,469		-

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RECENT ACCOUNTING PRONOUNCEMENTS

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures ("ASU 2023-09"), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our unaudited condensed financial statements or disclosures upon adoption.

NOTE 3 - GOING CONCERN

The Company’s financial statements have been prepared assuming that it 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 an accumulated deficit of $189,692 at December 31, 2024 and negative operating cash flow of $9,289 for three months ended December 31, 2024. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds through equity market, related party loan and loan from unaffiliated parties through the issuance of convertible notes. 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.

NOTE 4 – RELATED PARTY TRANSACTIONS

During the three months ended December 31, 2024 and 2023, the Company incurred consulting fees of $0 and $1,800 to the former Director of the Company, respectively.

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NOTE 5 – NOTE PAYABLE

On September 1, 2021, the Company issued to a non-affiliate of $40,000. The note has a maturity term of two years and bears interest at 10% per annum and default interest rate of 12% per annum.

During the three months ended December 31, 2024 and 2023, the note interest was $1,650 and $999, respectively.

As of December 31, 2024 and September 30, 2024, note payable was $40,000 and accrued interest payable was $16,209 and $14,559, respectively. The note is currently in default.

NOTE 6 – CONVERTIBLE NOTE PAYABLE

On June 30, 2024, the Company issued to an unaffiliated party a convertible note at $10,819 for paying operating expenses on behalf of the Company. The convertible note has maturity term of six years, bears interest at 8% per annum and is convertible at $0.50 per share.

On September 30, 2024, the Company issued to an unaffiliated party a convertible note at $7,126 for paying operating expenses on behalf of the Company. The convertible note has maturity term of six years, bears interest at 8% per annum and is convertible at $0.50 per share.

On December 31, 2024, the Company issued to an unaffiliated party a convertible note at $9,289 for paying operating expenses on behalf of the Company. The convertible note has maturity term of six years, bears interest at 8% per annum and is convertible at $0.50 per share.

During the three months ended December 31, 2024 and 2023, the note interest was $362 and $0, respectively.

As of December 31, 2024 and September 30, 2024, convertible note payable was $27,234 and $17,945 and accrued interest payable was $580 and $218, respectively.

NOTE 7 - EQUITY

The Company has 75,000,000, $0.0001 par value shares of common stock authorized.

As of December 31, 2024 and September 30, 2024, the issued and outstanding common stock was 2,752,667 shares.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events,” the Company has analysed its operations subsequent to December 31, 2024 to the date these financial statements were issued and has determined that it does not have any material subsequent event to disclose in these financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "August," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what June occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

General Overview

Welsis Corp. (the “Company”) was incorporated in the State of Wyoming and established on August 16, 2021. We were a development stage startup company provided an online psychological help services, which are also known as teletherapy or telepsychology services. We purchased the telehealth platform, delivering on-demand professional psychological consultations anytime, anywhere, via mobile devices, the internet, video and phone calls. Our solution connects consumers with our board-certified specialists. We provided counseling and psychological services for adolescents (from 14 years) and adults, for men and women, therapy for individuals, couples and families.

On March 13, 2024, Dusan Zindovic, the previous majority shareholder of the Company, entered into a stock purchase agreement for the sale of 2,000,000 shares of Common Stock of the Company to Skywest Pinnacle Limited. The closing of the purchase and sale occurred on April 1, 2024. As a result of the acquisition, Skywest Pinnacle Limited holds approximately 73% of the issued and outstanding shares of Common Stock of the Company, and as such it is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. Also effective April 1, 2024, the previous sole officer and director of the company, Dusan Zindovic, resigned his positions with the Company. Upon such resignations, Kwok Boon Kit was appointed as Chief Executive Officer, Treasurer and Secretary, and Director of the Company.

Results of Operations

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three months ended December 31, 2024 compared to three months ended December 31, 2023

	Three Months			Three Months
	Ended			Ended
	December 31,			December 31,
	2024			2023			Changes

Revenue	$	-		$	2,000		$	(2,000	)
Operating Expenses	$	22,244		$	14,265		$	7,979
Other Expenses	$	(2,012	)	$	(999	)	$	(1,013	)
Net Loss	$	(24,256	)	$	(13,264	)	$	(10,992	)

The Company incurred net loss of $24,256 during the three months ended December 31, 2024 as compared to net loss of $13,264 during the three months ended December 31, 2023. The increase in net loss was due to the increase in professional fees and other expenses.

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Liquidity and Capital Resources

Working Capital

	As of			As of
	December 31,			September 30,
	2024			2024			Changes

Current Assets	$	4,106		$	-		$	4,106
Current Liabilities	$	90,769		$	71,696		$	19,073
Working Capital (Deficiency)	$	(86,663	)	$	(71,696	)	$	(14,967	)

As at December 31, 2024, our Company had prepaid expense of $4,106. As of September 30, 2024, our Company had no cash and assets.

Our current liabilities increased from $71,696 as of September 30, 2024 to $90,769 as of December 31, 2024 mainly due to the increase in accounts payable and accrued liabilities and accrued interest.

As at December 31, 2024, our Company had a working capital deficiency of $86,663 compared with a working capital deficiency of $71,696 as at September 30, 2024. The increase in working capital deficit was mainly due to the increase in accounts payable and accrued liabilities and accrued interest.

Cash Flows

	Three Months			Three Months
	Ended			Ended
	December 31,			December 31,
	2024			2023			Changes

Net cash used in Operating Activities	$	(9,289	)	$	(8,466	)	$	(823	)
Net cash provided by Financing Activities	$	9,289		$	-		$	9,289
Net changes in cash and cash equivalents	$	-		$	(8,466	)	$	8,466

Cash Flow from Operating Activities

We have not generated positive cash flow from operating activities. During the three months ended December 31, 2024 and 2023, net cash used in operating activities was $9,289 and $8,466, respectively.

Cash flows used in operating activities during the year ended December 31, 2024, comprised of a net loss of $24,256 reduced by net changes in operating liabilities of $14,967.

Cash flows used in operating activities during the year ended December 31, 2023, comprised of a net loss of $13,264 reduced by amortization of mobile application and website of $2,000 and net changes in operating liabilities of $2,798.

Cash Flow from Investing Activities

The Company do not have any investing activities during the three months ended December 31, 2024 and 2023.

Cash Flow from Financing Activities

During the three months ended December 31, 2024, net cash used in financing activities was $9,289 related to proceed from issuance of convertible note.

The Company do not have any financing activities during the three months ended December 31, 2023.

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Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing August not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we August not be able to take advantage of prospective new business endeavours or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, 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.

Going Concern

The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (our principal executive officer, principal financial officer and principal accounting officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer has concluded that as of such date, our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit		Description
31.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification of the Company’s Principal Executive Officer and Principal Financial pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)*

101.SCH		Inline XBRL Taxonomy Extension Schema Document*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)*

_____________

*	Filed herewith.
**	Furnished and not filed

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Welsis Corp.
		(Registrant)

Dated: February 6, 2025		/s/ Kwok Boon Kit
		Kwok Boon Kit
		Director and CEO

nullnull

Cover - shares	3 Months Ended
Cover - shares	Dec. 31, 2024	Jan. 28, 2025
Cover [Abstract]
Entity Registrant Name	WELSIS CORP.
Entity Central Index Key	0001887912
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2025
Entity Ex Transition Period	true
Entity Common Stock Shares Outstanding		2,752,667
Entity File Number	333-261614
Entity Incorporation State Country Code	WY
Entity Tax Identification Number	98-1620699
Entity Address Address Line 1	701 E Cathedral Rd.
Entity Address Address Line 2	Ste 45 PMB 405
Entity Address City Or Town	Philadelphia
Entity Address State Or Province	PA
Entity Address Postal Zip Code	19128
City Area Code	212
Local Phone Number	552-8991
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

Balance Sheets - USD ($)	Dec. 31, 2024	Sep. 30, 2024
Current Assets
Prepaid Expense	$ 4,106	$ 0
Total Current Assets	4,106	0
TOTAL ASSETS	4,106	0
Current Liabilities
Accounts payable and accrued liabilities	33,980	16,919
Accrued interest	16,789	14,777
Note payable	40,000	40,000
Total Current Liabilities	90,769	71,696
Long term liabilities
Convertible note payable	27,234	17,945
Total Long-term liabilities	27,234	17,945
TOTAL LIABILITIES	118,003	89,641
SHAREHOLDERS' DEFICIT
Common stock: 75,000,000 shares authorized; $0.0001 par value 2,752,667 shares issued and outstanding	276	276
Additional paid in capital	75,519	75,519
Accumulated deficit	(189,692)	(165,436)
TOTAL SHAREHOLDERS' DEFICIT	(113,897)	(89,641)
TOTAL LIABILITIES & SHAREHOLDERS' DEFICIT	$ 4,106	$ 0

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2024	Sep. 30, 2024
Balance Sheets
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	75,000,000	75,000,000
Common Stock, Shares, Issued	2,752,667	2,752,667
Common Stock, Shares, Outstanding	2,752,667	2,752,667

Statements of Operations (Unaudited) - USD ($)	3 Months Ended
Statements of Operations (Unaudited) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Statements of Operations (Unaudited)
REVENUE	$ 0	$ 2,000
GROSS PROFIT	0	2,000
OPERATING EXPENSES
General and administrative expense	22,244	14,265
Total operating expenses	22,244	14,265
Loss from Operations	(22,244)	(12,265)
OTHER EXPENSE
Interest expense	(2,012)	(999)
Total other income expense	(2,012)	(999)
NET LOS	$ (24,256)	$ (13,264)
NET LOSS PER SHARE, BASIC AND DILUTED	$ (0.01)	$ (0.00)
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED	2,752,667	2,752,667

Statements of Stockholders Equity (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Sep. 30, 2023		2,752,667
Balance, amount at Sep. 30, 2023	$ (117,973)	$ 276	$ 22,504	$ (140,753)
Net loss	(13,264)	$ 0	0	(13,264)
Balance, shares at Dec. 31, 2023		2,752,667
Balance, amount at Dec. 31, 2023	(131,237)	$ 276	22,504	(154,017)
Balance, shares at Sep. 30, 2024		2,752,667
Balance, amount at Sep. 30, 2024	(89,641)	$ 276	75,519	(165,436)
Net loss	(24,256)	$ 0	0	(24,256)
Balance, shares at Dec. 31, 2024		2,752,667
Balance, amount at Dec. 31, 2024	$ (113,897)	$ 276	$ 75,519	$ (189,692)

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
Statements of Cash Flows (Unaudited) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (24,256)	$ (13,264)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of mobile application and website	0	2,000
Changes in operating assets and liabilities:
Prepaid expense	(4,106)	0
Accounts payable and accrued liabilities	17,061	0
Consulting fee accrued - related party	0	1,800
Accrued interest	2,012	998
Net cash used in Operating Activities	(9,289)	(8,466)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceed from issuance of convertible notes	9,289	0
Net cash provided by Financing Activities	9,289	0
Net changes in cash and cash equivalents	0	(8,466)
Cash and cash equivalents, beginning of period	0	9,834
Cash and cash equivalents, end of period	0	1,368
Supplemental cash flow information
Cash paid for interest	0	0
Cash paid for taxes	$ 0	$ 0

NATURE OF OPERATIONS

3 Months Ended

Dec. 31, 2024

NATURE OF OPERATIONS

NATURE OF OPERATIONS

NOTE 1 - NATURE OF OPERATIONS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Dec. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

RECLASSIFICATION

Certain amounts from prior period have been reclassified to conform to the current period presentation. These reclassifications had no impact on reported operating and net loss.

USE OF ESTIMATES

FAIR VALUE OF FINANCIAL INSTRUMENTS

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

The carrying amounts of financial instruments such as accounts payable and note payable approximate their fair values because of the short maturity of these instruments.

CASH AND CASH EQUIVALENTS

For the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

PREPAID EXPENSE

INTANGIBLE ASSETS

The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.”

Mobile Application and Website development- amortization

The Company is using straight- line amortization for our mobile application and website since they are fully operational as of September 1, 2021.

Mobile Application and Website – $40,000

Term of amortization – 5 years

For the three months ended December 31, 2024 and 2023, amortization was $0 and $2,000, respectively.

LONG LIVED ASSETS

REVENUE RECOGNITION

The Company recognizes revenue from the sale of products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

For the three months ended December 31, 2024 and 2023, the Company recognized consulting revenue of $0 and $2,000.

CONVERTIBLE FINANCIAL INSTUMENTS

NET INCOME (LOSS) PER SHARE

	December 31,		December 31,
	2024		2023
	(Shares)		(Shares)
Convertible Notes		54,469		-

RECENT ACCOUNTING PRONOUNCEMENTS

GOING CONCERN

3 Months Ended

Dec. 31, 2024

GOING CONCERN

GOING CONCERN

NOTE 3 - GOING CONCERN

RELATED PARTY TRANSACTIONS

3 Months Ended

Dec. 31, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 4 – RELATED PARTY TRANSACTIONS

During the three months ended December 31, 2024 and 2023, the Company incurred consulting fees of $0 and $1,800 to the former Director of the Company, respectively.

NOTE PAYABLE

3 Months Ended

Dec. 31, 2024

NOTE PAYABLE

NOTE PAYABLE

NOTE 5 – NOTE PAYABLE

On September 1, 2021, the Company issued to a non-affiliate of $40,000. The note has a maturity term of two years and bears interest at 10% per annum and default interest rate of 12% per annum.

During the three months ended December 31, 2024 and 2023, the note interest was $1,650 and $999, respectively.

As of December 31, 2024 and September 30, 2024, note payable was $40,000 and accrued interest payable was $16,209 and $14,559, respectively. The note is currently in default.

CONVERTIBLE NOTE PAYABLE

3 Months Ended

Dec. 31, 2024

CONVERTIBLE NOTE PAYABLE

CONVERTIBLE NOTE PAYABLE

NOTE 6 – CONVERTIBLE NOTE PAYABLE

During the three months ended December 31, 2024 and 2023, the note interest was $362 and $0, respectively.

As of December 31, 2024 and September 30, 2024, convertible note payable was $27,234 and $17,945 and accrued interest payable was $580 and $218, respectively.

EQUITY

3 Months Ended

Dec. 31, 2024

EQUITY

EQUITY

NOTE 7 - EQUITY

The Company has 75,000,000, $0.0001 par value shares of common stock authorized.

As of December 31, 2024 and September 30, 2024, the issued and outstanding common stock was 2,752,667 shares.

SUBSEQUENT EVENTS

3 Months Ended

Dec. 31, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Dec. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

RECLASSIFICATION

Certain amounts from prior period have been reclassified to conform to the current period presentation. These reclassifications had no impact on reported operating and net loss.

USE OF ESTIMATES

FAIR VALUE OF FINANCIAL INSTRUMENTS

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

The carrying amounts of financial instruments such as accounts payable and note payable approximate their fair values because of the short maturity of these instruments.

CASH AND CASH EQUIVALENTS

For the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

INTANGIBLE ASSETS

The Company accounts for intangible assets (including trademarks and formula) in accordance with ASC 350 “Intangibles-Goodwill and Other.”

Mobile Application and Website development- amortization

The Company is using straight- line amortization for our mobile application and website since they are fully operational as of September 1, 2021.

Mobile Application and Website – $40,000

Term of amortization – 5 years

For the three months ended December 31, 2024 and 2023, amortization was $0 and $2,000, respectively.

LONG LIVED ASSETS

REVENUE RECOGNITION

The Company recognizes revenue from the sale of products in accordance with ASC 606, “Revenue Recognition” following the five steps procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

For the three months ended December 31, 2024 and 2023, the Company recognized consulting revenue of $0 and $2,000.

CONVERTIBLE FINANCIAL INSTUMENTS

NET INCOME (LOSS) PER SHARE

	December 31,		December 31,
	2024		2023
	(Shares)		(Shares)
Convertible Notes		54,469		-

RECENT ACCOUNTING PRONOUNCEMENTS

PREPAID EXPENSE

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Dec. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of antidilutive securities

	December 31,		December 31,
	2024		2023
	(Shares)		(Shares)
Convertible Notes		54,469		-

NATURE OF OPERATIONS (Details Narrative)	Mar. 13, 2024
NATURE OF OPERATIONS
Description of stock purchase agreement	the previous majority shareholder of Welsis Corp. (the “Company”), entered into a stock purchase agreement for the sale of 2,000,000 shares of Common Stock of the Company to Skywest Pinnacle Limited. The closing of the purchase and sale occurred on April 1, 2024. As a result of the acquisition, Skywest Pinnacle Limited holds approximately 73% of the issued and outstanding shares

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Convertible Note	54,469	0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Sep. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenues	$ 0	$ 2,000
Mobile Application and Website cost	$ 40,000
Useful life of intangible assets	5 years
Amortization of Intangible Assets	$ 0	$ 2,000
Impairment loss	15,333
Prepaid expense	$ 4,106		$ 0

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
GOING CONCERN (Details Narrative) - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Sep. 30, 2024
GOING CONCERN
Accumulated deficit	$ (189,692)		$ (165,436)
Net Cash Provided by (Used in) Operating Activities	$ (9,289)	$ (8,466)

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
RELATED PARTY TRANSACTIONS [Member]
Consulting fees	$ 0	$ 1,800

NOTES PAYBLE (Details Narrative) - USD ($)		3 Months Ended
NOTES PAYBLE (Details Narrative) - USD ($)	Sep. 01, 2021	Dec. 31, 2024	Dec. 31, 2023	Sep. 30, 2024
EQUITY
Notes payable		$ 40,000		$ 40,000
Issuance of notes	$ 40,000
Note payable muturity term		two years
Interest		$ 1,650	$ 999
Accrued interest payable		$ 16,209		$ 14,559
Interest rate		10.00%
Default interest rate		12.00%

CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($)	Dec. 31, 2024	Jun. 30, 2024	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Convertible notes payable	$ 27,234		$ 17,945
Interest payable on notes	580		218		$ 0
Unaffiliated party [Member]
Convertible notes payable	9,289	$ 10,819	$ 7,126
Interest payable on notes	$ 362			$ 0	$ 0
Convertible notes per share	$ 0.50	$ 0.50	$ 0.50
Convertible note muturity term	six years	six years	six years
Interest rate	8.00%	8.00%	8.00%

EQUITY (Details Narrative) - $ / shares	Dec. 31, 2024	Sep. 30, 2024
EQUITY
Common Stock, Shares Authorized	75,000,000	75,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Issued	2,752,667	2,752,667
Common Stock, Shares Outstanding	2,752,667	2,752,667

Grafico Azioni Welsis (PK) (USOTC:WLSS)
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Da Mar 2025 a Apr 2025

Grafico Azioni Welsis (PK) (USOTC:WLSS)
Storico
Da Apr 2024 a Apr 2025

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