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LSEB Creative Corp. – ‘10-Q’ for 12/31/23

On:  Tuesday, 2/20/24, at 3:52pm ET   ·   For:  12/31/23   ·   Accession #:  1199835-24-95   ·   File #:  0-56443

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/20/24  LSEB Creative Corp.               10-Q       12/31/23   43:2.2M                                   Highland Services/FA

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                Rule 15D-14(A) of the Securities Exchange Act of                 
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                Sarbanes-Oxley Act of 2002                                       
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                Rule 15D-14(A) of the Securities Exchange Act of                 
                1934, as Adopted Pursuant to Section 302 of the                  
                Sarbanes-Oxley Act of 2002                                       
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                the Sarbanes-Oxley Act of 2002 and Section 1350 of               
                18 U.S.C. 63                                                     
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                18 U.S.C. 63                                                     
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM  i 10-Q

For the Quarterly Period Ended  i December 31, 2023

or

For the transition period from ______to______.

Commission File Number:  i 333-260873

 i LSEB CREATIVE CORP.
(Exact name of registrant as specified in its Charter)

 i 30 N. Gould St. #4000
 i Sheridan,  i WY  i 82801
(Address of Principal Executive Offices)(Zip Code)

 i 800- i 701-8561
(Registrants telephone number, including area code)

N/A
(Former name, or former address and former fiscal year if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  i Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  i Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o  i No x

As of February 20, 2024, there were  i 14,680,500 shares of the issuer’s common stock issued and outstanding.

Unaudited Consolidated Financial Statements

LSEB Creative Corp.

For the Quarters ending December 31, 2023 and 2022

Table of contents

See accompanying notes

Going concern (Note 3) 

Related party transactions (Note 9) 

Contingencies and Commitments (Note 12) 

Subsequent events (Note 13)

See accompanying notes

See accompanying notes

See accompanying notes

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipate,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-Q. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis should be read in conjunction with our consolidated financial statements and summary of selected financial data for LSEB Creative Corp. Such discussion represents only the best present assessment from our Management.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this Form 10-Q.

We intend for this discussion to provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. This discussion should be read in conjunction with our financial statements and accompanying notes for the year ended March 31, 2023, which are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on July 14, 2023.

Overview

LSEB Creative Corp., was incorporated in the State of Wyoming on April 3, 2019. On August 3, 2023, the Company incorporated its wholly-owned subsidiary 1000615000 Ontario Corp, an Ontario corporation, and on September 12, 2023 filed articles of amendment to changed its name to LSEB Creative Corp (Ontario). The Company is a specialty retailer that offers men and women elevated swimwear designs, constructed with the highest quality materials and techniques. With the recent substantial growth seen in the swimwear industry, our affluent, contemporary target market is in search of assortment and impressive concepts. By offering a new concept to swimwear; gender-coordinating collections that allow the wearer to look and feel powerful, partnered or individually, we will capture this new, sought-after space within the market. Our priority is to design products that offer superior fit, performance, and comfort while incorporating both function and fashionability. Our strategy is to capitalize on these existing opportunities in the luxury swimwear market through the development and growth of our web site www.laurenbentleyswim.com, and wholesaler partnerships on a global scale. We believe eCommerce will allow our target market convenient and easy access to our products while effectively building brand awareness and entry into new markets. We are committed to building a highly recognized brand, offering captivating customer experiences that drive long-term loyalty. By focusing on these key areas and tactics, we will successfully align ourselves with our target market and profit accordingly.

We are confident in our ability to operate cost efficiently and compete in a highly saturated market by addressing the observed opportunity. LSEB will capture a new space within the market, which is in need of innovation and quality options. Majority of existing swimwear brands have similar strategies, providing consumers with trend-driven styles and fair quality at a mid-high tier price bracket, representing a similar structure to fast fashion. Focusing on luxury swimwear items for both men and women, LSEB’s collection will embody it’s affluent, contemporary target market entirely. The individual men’s and women’s sub-collections will be coordinating, as the partnered portion of our target market values looking well put-together as a couple, as well as individually. The physical presence of our collection has the following defining attributes; fine details and finishings, alluring silhouettes, coordinating pieces between the men’s and women’s sub-collections.

LSEB’s designs are highly influenced by ready-to-wear fashions. Our intention is that individually, our designs are versatile enough that they can exceed their intended purpose; swimming and lounging, making appearances in the customer’s daily wardrobe. To ensure the highest quality in fabrics, hardware and embellishments, LSEB will put emphasis on the sourcing process for each individually item. Newest technologies in fabrics and manufacturing will be utilized in design and production stages, and may include technologies such as, quick drying finishes or shapewear fabric. From goods to packaging and labeling, the brand identity has been absolutely thought through and is evident across all areas.

Our mission is to become a single source of innovative luxury swimwear for our target market. The Company has recognized the sales and profit potential of luxury swimwear for men and women, as consumers are willing to invest in the swimwear category and seek new brands and product assortment. We strive to offer consumers the highest quality products with a new fashion-forward, innovative outlook to swim fashion.

LSEB is dedicated to being a dominant provider of luxury swimwear globally, and known for:

From inception to December 31, 2023 we have incurred an accumulated deficit of $510,522. Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. The Company has recently commenced sales, but has limited operating history. The ability of the Company to continue as a going concern depends upon its ability to raise adequate financing and develop profitable operations. If we cannot generate sufficient revenues from our services, we may have to delay the implementation of our business plan. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations and growth. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

The Company is actively seeking financing for its current business operation. The Company is optimistic that the financing will be secured and the going concern risk will be removed. Any capital raised will be through a private placement and will result in the issuance of shares of common stock from the Company’s authorized capital.

Plan of Operation

We were incorporated on April 3, 2019 in Wyoming. Our business office is located at 30 N. Gould St. #4000, Sheridan, WY 82801. Our telephone number is 1-800-701-8561. We were founded by Lauren Bentley, who serves as our President and Director, and Jordan Starkman who serves as the Company’s CFO and director.

LSEB Creative Corp. is a specialty retailer that offers men and women elevated swimwear designs, constructed with the highest quality materials and techniques. With the recent substantial growth seen in the swimwear industry, our affluent, contemporary target market is in search of assortment and impressive concepts. By offering a new concept to swimwear; gender-coordinating collections that allow the wearer to look and feel powerful, partnered or individually, we will capture this new, sought-after space within the market. Our priority is to design products that offer superior fit, performance, and comfort while incorporating both function and fashionability. Our strategy is to capitalize on these existing opportunities in the luxury swimwear market through the development and growth of our web site www.laurenbentleyswim.com, and wholesaler partnerships on a global scale. We believe eCommerce will allow our target market convenient and easy access to our products while effectively building brand awareness and entry into new markets. We are committed to building a highly recognized brand, offering captivating customer experiences that drive long-term loyalty. By focusing on these key areas and tactics, we will successfully align ourselves with our target market and profit accordingly.

Strategy

The Company’s business strategy is designed to drive sales growth, maximize gross margin dollars and operating cash flow, capitalize on cost reduction opportunities and build customer loyalty, thereby strengthening the Company’s position as a leading swimwear provider. The company will rely on the efficiency of our supply and distribution chain for the successful implementation of its business strategy. Key elements of this strategy include:

Diverse Product Selection

Our product assortment will be narrow and curated, showcasing various styles and patterns that will be well received and understood by our customers. While establishing ourselves within the luxury sector, our products will follow a competitive pricing strategy.

Strong Customer Service

Customer satisfaction is of upmost importance to us, which is why we provide a range of services to educate and tailor support to each customer, both directly and through third parties. These services will be provided online as well as through our 1-800-701-8561. Additionally, we acknowledge the importance of customer feedback and intend on adopting it when improvements are needed.

Strengthening LSEB’s Leadership Position in the Swimwear Industry

Favorable industry trends, such as those described in General, provide the Company with continued opportunities to capitalize on its strengths in providing high quality swimwear and building trust with its customers, while simultaneously educating the customer. The Company intends to strengthen its leadership position in this high-growth category by improving operations, enhancing the quality of swimwear products provided to its customers, and cultivating a welcoming, professional work environment, which we believe ultimately attracts superior staff. These initiatives will best position the Company to maximize profits and customer retention. The Company also intends to build market share in the swimwear category by offering consistently innovative and quality products that ensure customer satisfaction, maintaining open communication with customers, and offering the added convenience of an efficient distribution strategy.

Driving Sales and Profitability

By focusing on the constant development and improvement of our product offering, sales platforms, marketing and overall business strategy, the Company will achieve highest profitability. The following tactics will ensure leverage in the industry;

Enhancing Operating Efficiencies to Maintain Strong Competitive Position

LSEB’s operating margin will grow steadily through the successful implementation of centralized distribution and other key activities, and a focus on maximizing gross margin dollars. The Company plans to realize additional operating efficiencies both at the corporate level and within its e-commerce site, which will give the Company the flexibility to offer increased value to its customers and strengthen its competitive position in the industry. In keeping with our commitment to being a low cost operator, the Company believes it can further leverage its buying power to realize additional efficiencies in areas such as supply chain, and capital expenditures.

Increase our Brand Awareness

We will continue to increase brand awareness and customer loyalty through our consistent marketing efforts and planned web and mobile advertising expansion. Our campaign-focused marketing programs are designed to reinforce the premium image of our brand and our connection with consumers.

Introduce New Product Technologies

We will continue to focus on developing and offering products that incorporate technology-enhanced fabrics and style features that differentiate us in the market and broaden our customer base. We believe that incorporating new technologies, providing advanced features and using differentiated manufacturing techniques will reinforce the authenticity and appeal of our products, ultimately driving sales growth.

Broaden the Appeal of our Products

We will selectively seek opportunities to expand the appeal of our swimwear line and improve productivity to increase our overall market share. This includes our post launch plans to expand our product offering in categories such as beachwear and men’s daywear.

Operations

Product

Our product design and development efforts are led by Lauren Bentley and include a team of designers based in the US and abroad who are dedicated to premium quality. Our design and development team identifies trends based on market intelligence and research, proactively seeks the input of our target market and broadly seeks inspiration consistent with our goals of fit, style and function superiority. As we strive to provide our customers with intricately designed and skillfully constructed garments, our team works closely with our suppliers to ensure specifications are reached. We will partner with independent inspection, verification, and testing companies, who conduct a variety of tests on our fabrics, testing performance characteristics including retention, abrasion resistance, colorfastness, and sun damage. We offer premium swimwear that is optimized for fit, comfort, functionality and style. By combining functionality with elevated design, our brand not only has strong consumer appeal, but also attracts a growing core of consumers that desire swimwear suited to their lifestyles. We believe our superior quality and technically advanced products allow us to maintain premium price points and encourage repeat purchases among our customers.

Design and Styling

Focusing on luxury swimwear items for both men and women, LSEB’s collection will embody it’s affluent, contemporary target market entirely. The individual men’s and women’s sub-collections will be coordinating, as the partnered portion of our target market values looking well put-together as a couple. The physical presence of our collection has the following defining attributes; fine details and finishings, alluring silhouettes, coordinating pieces, and a runway-ready look. The designs are highly influenced by ready-to-wear fashions Our intention is that individually, our designs are versatile enough that they can exceed their intended purpose - swimming and lounging, making appearances in the customer’s daily wardrobe. To ensure the highest quality in fabrics, hardware and embellishments, LSEB will put emphasis on the sourcing process for all items individually. Newest technologies in fabrics and manufacturing will be utilized in design and production stages, and may include technologies such as, quick drying finishes or shapewear fabric. From goods to packaging and labeling, the brand identity has been absolutely thought through and is evident across all areas.

Adjustability, Fit, and Sizing

We believe the authenticity of our products is driven by a number of factors. These factors include our inspired design process, our use of technical materials, our sophisticated manufacturing methods and our innovative product features.

LSEB is wholly committed to developing garments that enhance the customer’s body, evoking feelings of empowerment and boldness. Technologically advanced fabrics, techniques, and adjustable features, will collectively result in a truly tailored fit, unmatched by anyone.

Women’s

Adjustability functions that appear in some of our women’s designs include adjustable shoulder straps, tie-back straps, and hook & eye bra closures. Additional notable fir features include shapewear inserts, underwire or floating underwire to give added support, and molded cups. Each women’s SKU is designed and constructed with the intention of enhancing the female figure. Sizing scales to vary based upon individual styles but will categorize as one of the following; numeric sizing (Ex: 2-18) or bra sizing (Ex: 32B/C – 38 B/C).

Men’s

Our goal is not to reconstruct, but to enhance the fit and styling of men’s swimwear currently on the market. We believe that men desire and deserve a perfectly fitting swim garment, just as women do. An example our improvements includes the addition of hidden, inner drawstring to our swim trunks, which will reinforce the zipper and snap closure, ensuring security during use. Other styles include waist fasteners on either side of the body, which allow the wearer to further adjust the garment, creating a tailored fit. Our technologically advanced stretch net lining conforms to the body without restriction for optimal comfort. Along with these features, our size offering, which will be numeric (Ex: 26-40) and inseam length options (Ex: 4.5” or 6.5”), will provide the perfect fit for every man.

Since December 31, 2023, and for the next 3 months during our fiscal year 2024, our business will be built across four key growth product categories including: (1) Women’s Swimwear, (2) Men’s Swimwear, (3) Women’s Beachwear, and (4) Accessories. Our growth plan is to achieve $500,000 in net revenues within the first 12 months following our official launch, with majority derived from category (1), Women’s Swimwear. The Company launched the brand in October 2023 with men’s and women’s swimwear, and we have started generating revenue. The Company plans to complete a financing through a private offering for a minimum of $400,000 within 3-6 months following our December 31, 2023 quarter-end. We have not yet entered into any agreements with any parties with respect to obtaining financing for the Company. We intend to target consumers with on-line marketing, and businesses, including hotels and independent boutiques with direct mail, and pursuing contacts within the industry. The Company also expects to attend swimwear trade shows across the world.

If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans for expansion. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition. In the unlikely scenario that we are not successful in financing our target of $400,000 or above through a private offering within the first 3-6-months following our December 31, 2023 quarter-end we will delay the launch of the Women’s Beachwear, and continue moving forward solely with Men’s and Women’s Swimwear.

Within 18 months following our December 31, 2023 quarter-end, our total sales forecast is $1,200,000. This target is comprised of $1,000,000 Women’s Swimwear and Men’s Swimwear categories, and $200,000 Beachwear and Accessories. We anticipate a sales growth rate of approximately 50% per year for our first 3 operational years.

The Company has executed all essential functions, including but not limited to, collection design, technical illustrations and specification, sourcing trims, fabrics, and yarn, sample making, pattern drafting, manufacturer bulk order placement, and various marketing projects. The Company has received its bulk production from its factory in September 2023 and the Company launched the brand in October 2023. These functions have allowed the Company to launch its B2C distribution channel, and the Company will focus on B2B wholesale partnerships for future growth opportunities in the coming months. Additionally, the Company’s B2C launch will allow the Company to achieve an average target margin of 55-65% across our four key product categories.

As of our quarter end December 31, 2023, the Company has completed a number of the essential functions outlined above. Our first collection, which has launched in October 2023 in conjunction with the brand’s ecommerce site, has been designed and technical illustrations have been completed. For the Company’s second collection, our technical packages, which includes the technical sketches and all specifications on measurements, construction, trim and fabric Bill of Materials, and all additional information the manufacturing company will need, have been completed by an outsourced Technical Designer. The Company has received the sample sets for the second collection from the factory and we expect to launch the second collection in February 2024. A significant amount of focus went into the sourcing of collection trims and fabric, as well as brand packaging and labeling. The Company believes in sourcing based on quality, not ease, in order to develop superior product. Thus, all items are sourced from various countries and factories depending on capabilities, skills, and technologies. For our first and second collection, majority of items have been sourced from specialized, established suppliers in Italy, France, and Spain. The marketing mix is of large focus for the Company, as we understand the importance of marketing within the luxury market and its role in building brand recognition and credibility. For this reason, we have decided to utilize a third-party, bespoke marketing agency based out of London, England. Completed initial marketing projects include; the branding package, which includes the primary logo, secondary logo, and submark, in addition to the overall brand, story and packaging designs; and ecommerce website development. The Company is on track with all necessary functions in order to meet deadlines and ultimately, all established Company goals.

Initial distribution will be B2C via our ecommerce website, which will allow us to bypass middlemen and margin loss. Our ecommerce website, as well as our social media pages, has been prepared by a third-party marketing agency. Preparation of these areas of our marketing mix include, website development and testing, product photography, campaign photography and videography, copywriting, and SEO management. Additionally, these projects, along with our branding package, will lend themselves to all areas of the marketing mix. Marketing strategies has commenced across all platforms as a tactic to create excitement around the brand and products. Our ecommerce website laurenbentleyswim.com is now live for purchasing.

All steps of the process have been completed in accordance with the fashion calendar with our first collection released in October 2023. This is essential to ensure consistent product offering and Company sales forecast is met.

Onward, product launches will continue to be developed and released based on the fashion calendar, with key deliveries falling in January/February, May/June, and October/November. The Company will consider expanding SKU assortment and product categories based on consumer demand and feedback. The Company believes that when expanding the product offering, doing so organically is essential to long-term growth and sales plans.

Since the Company’s launch in October 2023, we will commence two key growth strategies; building a full-time team of staff and nurturing wholesale partnerships. We believe organically growing a team of full-time employees is essential in the future success of the business. Employees will be hired based on their suitability in the role and connection with the brand. We will take our time hiring the right person for each individual position as it is needed. By having a full-time team, we will gain the contacts, knowhow, manpower, and consistency needed to operate a successful luxury fashion brand.

Entering wholesale distribution opportunities will allow the Company to grow reach within key markets, sales, and brand recognition. The Company intends on partnering with top luxury retailers across North America and Europe, as well as particular independent retailers and hotel boutiques. The Company currently maintains relationships with targeted retailers but believes entering wholesale distribution will have the highest growth potential once the brand is established with sales to show. The partnerships we create will be strategically chosen based on brand values, style, price point, and expectations. We believe that by progressing into wholesale distribution will allow us to increase sales by approximately 50% consistently through year one to five.

We have estimated that we will incur minimum expenses equal to $25,000 in the first 12 months following our December 31, 2023 quarter-end in order to maintain our business operations. However, if we complete a financing, we will devote the capital raised to operational expenses as indicated below. The Company will attempt to complete a financing for a minimum of $400,000 within 3-6 months following the Company’s December 31, 2023 quarter-end. Any capital raised will be through either a private placement and will result in the issuance of common shares from the Company’s authorized capital.

The above represents our Managements best estimate of our cash requirements based on our business plans and current market conditions. The above is based on our ability to raise sufficient financing and generate adequate revenues to meet our cash flow requirements. The actual allocation between expenses may vary depending on the actual funds raised and the industry and market conditions over the next 6 months following our December 31, 2023 quarter-end.

Reports to Security Holders

The Company intends to furnish its stockholders with annual reports containing consolidated financial statements audited by its independent registered public accounting firm and to make available quarterly reports containing unaudited consolidated financial statements for each of the first three quarters of each year. The Company files Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the Securities and Exchange Commission in order to meet its timely and continuous disclosure requirements. The Company may also file additional documents with the Commission if those documents become necessary in the course of its operations.

The public may read and copy any materials that the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The site address is www.sec.gov.

Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto for the three months and nine months ended December 31, 2023 and December 31, 2022, and related management discussion herein.

Our financial statements are stated in U.S. Dollars and are prepared in accordance with generally accepted accounting principles of the United States (“GAAP”).

Going Concern Qualification

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. As reflected in the accompanying financial statements, the Company has recently commenced generating revenue and has an accumulated deficit $510,522 as of December 31, 2023 since its inception and requires capital for its contemplated operational and marketing activities to take place. In addition, the Company has experienced negative cash flows from operations since inception. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. Therefore, our auditors opinion has raised substantial doubt about our ability to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and the implementation of its strategic plans provide the opportunity for the Company to continue as a going concern.

For the three months and nine months ended December 31, 2023 and December 31, 2022

Revenue

The Company generated $1,915 in sales during the nine month period ended December 31, 2023, and for the nine month period ended December 31, 2022 the Company did not have any sales. The Company has recently launched its new e-commerce platform, laurenbentleyswim.com. The Company has received its bulk production from its factory in Portugal in order to generate revenues as the Company expands its operations.

Operating Expenses

Operating expenses for the quarter ended December 31, 2023 were $29,628, as compared to $35,708 for the quarter ended December 31, 2022. Operating expenses for the nine months ended December 31, 2023 were $120,405, as compared to $106,407 for the nine months ended December 31, 2022. The increase in operating expenses was primarily attributed to an increase in advertising and promotion expenses, and travel expenses for the Company’s campaign shoot.

Net loss

The Company reported a net loss of $26,909 for the quarter ended December 31, 2023, and $36,019 for the quarter ended December 31, 2022, respectively. The Company reported a net loss of $119,541 for the nine months ended December 31, 2023, and $111,764 for the nine months ended December 31, 2022, respectively. The increased loss was primarily due to the increase in advertising and promotion expenses, and travel expenses as indicated above.

During the three months ended December 31, 2023, the Company recorded $6,021 in consulting fees as compared to $21,111 for the three month period ended December 31, 2022. The Company recorded $19,090 in consulting fees for the nine months ended December 31, 2023 compared to $44,399 for the nine months ended December 31, 2022. In addition, professional fees for the three month period ended December 31, 2023 were $7,968 as compared to the three month period ended December 31, 2022 $5,845. The Company recorded $18,992 in professional fees for the nine months ended December 31, 2023 compared to $31,858 for the nine months ended December 31, 2022.

The Company expects professional and legal fees to remain consistent going forward as the Company is a public reporting company with the Securities and Exchange Commission, which requires that it maintain relationships with both PCAOB registered audit firms and securities counsel to assist with the SEC reporting requirements. In addition, the Company may also attempt to purchase other companies or assets, and operations of other entities if the advantageous situation presents itself. This could require the Company to incur substantial professional fees.

The Company reported $11,174 in General and Administrative Expenses for the quarter ended December 31, 2023 as compared to $5,326 for the quarter ended December 31, 2022. The Company recorded $39,742 in General and Administrative Expenses for the nine months ended December 31, 2023 compared to $22,447 for the nine months ended December 31, 2022. The increase in General and Administrative Expenses is primarily attributed to travel expense related to visiting our manufacturer in Porto, Portugal, and the campaign shoot in Spain.

The Company has also reported $4,400 in Advertising and Promotion Expenses for the quarter ended December 31, 2023 as compared to $3,338 for the quarter December 31, 2022. For the nine months ending December 31, 2023 the Company recognized $42,370 (December 31, 2022: $7,417). The increase in Advertising and Promotion Expenses is primarily attributed to the Company’s payment to its marketing agency for the preparation of the Company’s campaign shoot plus packaging items for customer purchases.

We anticipate generating losses and, therefore, may be unable to continue operations in the future. If we require additional capital, we will have to issue debt or equity or enter into a strategic arrangement with a third party.

Income Tax

During the period from inception (April 3, 2019) to December 31, 2023, we had no provision for income taxes due to the net operating losses incurred.

Off Balance Sheet Financing

We have no off-balance sheet arrangements.

Going Concern

As reflected in the accompanying financial statements, the Company has recently started generating revenue and has an accumulated deficit $510,522 as of December 31, 2023. In addition, the Company has experienced negative cash flows from operations since inception. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

Liquidity and Capital Resources

Our cash balance was $814 and $2,710 as of December 31, 2023, and as of March 31, 2023, respectively. We recorded a net loss of $26,909 for the three month period ended December 31, 2023, and $36,019 for the three month period ended December 31, 2022, respectively.

We believe we can satisfy our cash requirements for the next 6 months. We anticipate that our fixed costs made up of legal & accounting and general & administrative expenses for the next 6 months will total approximately $25,000. Legal and accounting expenses of $20,000 represents the minimum funds needed to sustain operations. The $25,000 will be financed through the Company’s cash balance of $814, additional financing, net sales, and if needed, an advance from our directors, Lauren Bentley and Jordan Starkman. Currently there is no firm loan commitment between the Company and Lauren Bentley and Jordan Starkman in place. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees, until financing is raised. The foregoing represents our best estimate of our cash needs based on our current business condition. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan. It is currently expected that the Company will spend an additional $250,000 in variable costs relating to marketing and business development that will be funded from future financings.

We expect our expenses will continue to increase during the foreseeable future as a result of increased operations, the production of our swimwear, and marketing expenses for our business operations. We anticipate generating revenues from the brand launch in October 2023. The success of our operations is dependent on attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without adequate revenues within the next 6 months, we still anticipate being able to continue with our present activities, but we may require financing to achieve our profit, revenue, and growth goals.

In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.

The Company is currently seeking funding for our continued operations. The Company intends to raise a minimum of $400,000 and a maximum of $1,000,000 in order to expand the introduction and launch of the www.laurenbentleyswim.com e-commerce site to the retail community and fashion world. The Company launched the site in October 2023. To achieve our goals the Company expects to commit the majority of its funding to production of the swimwear lines, and to the advertising of the Company’s web site. There is no assurance that the company will be able to raise the capital required to complete its goal and objectives and the Company is currently seeking capital to further its business plan. Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of common shares from the Company’s authorized capital. There are no agreements with any parties at this point in time for additional funding; however, we are in preliminary discussions with various funders in the US.

We presently do not have any significant credit available, bank financing or other external sources of liquidity. Due to our operating losses, our operations have not been a source of liquidity. We will need to obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.

No assurance can be given that sources of financing will be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures or may be required to reduce the scope of our planned marketing efforts and development of various swimwear styles, any of which could have a negative impact on our business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to: 1) Limit the production of a select swimwear designs, 2) Seek strategic partnerships that may force us to relinquish control of the Company, or 3) Explore potential mergers or sales of significant assets of our Company.

Recently Issued Accounting Standards

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows of the Company.

Seasonality

The swimwear industry in North America is seasonal however, we do not expect our sales to be dramatically impacted by seasonal demands for our products and services since our market is worldwide.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Effects of Inflation

We do believe that inflation will have an impact on our business, revenues or operating results during the periods presented.

Not required for Smaller Reporting Companies.

Evaluation of disclosure controls and procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean the company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange 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 Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a simple system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified. Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.

Changes in internal controls over financial reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Not required for Smaller Reporting Companies.

During quarter ending December 31, 2023, the Company completed non-brokered private placements of 7,500 shares of common stock at $.10 per share for proceeds of $750. In addition, the Company issued 20,000 shares as a payment towards consulting fees valued at $2,000.

None

Not Applicable

None

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.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing		Date		Other Filings
		8/31/24
Filed on:		2/20/24
For Period end:		12/31/23		NT 10-Q
		11/21/23
		10/25/23
		9/30/23		10-Q,  NT 10-Q
		9/25/23
		9/18/23
		9/12/23
		9/1/23
		8/31/23
		8/23/23
		8/10/23
		8/4/23
		8/3/23
		8/1/23
		7/14/23		10-K
		7/6/23
		6/30/23		10-Q,  NT 10-Q
		6/28/23		NT 10-K
		6/27/23
		6/26/23
		6/22/23
		4/22/23
		4/11/23
		3/31/23		10-K,  NT 10-K
		12/31/22		10-Q
		12/15/22
		9/30/22		10-Q
		9/1/22
		6/30/22		10-Q,  NT 10-Q
		3/31/22		10-K,  NT 10-K
		3/12/20
		4/3/19
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