UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended July 31, 2026
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission file number 333-288757
VENYRA CORPORATION
(Exact name of registrant as specified in its charter)
|
Wyoming (State or Other Jurisdiction of Incorporation or Organization) |
7372 (Primary Standard Industrial Classification Number) |
30-1439127 (IRS Employer Identification Number) |
Juvenal Victor
Fontes Dos Santos
Carrer de Colon, 10, 13, Ensanche, 46004, Valencia, Valencia, Spain
(562) 312-6022
Email: office@venyra.net
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | - | - |
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 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 [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File required to be submitted 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 such files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [X] | Smaller reporting company | [X] |
| (Do not check if a smaller reporting company) | Emerging growth company | [X] | |
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 Securities Act. [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: common shares issued and outstanding as of September 14, 2026.
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VENYRA CORPORATION
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Condensed Financial Statements (Unaudited) | 4 |
| Condensed Balance Sheets as of July 31, 2026 (Unaudited) and April 30, 2026 | 5 | |
| Condensed Statements of Operations for the three months ended July 31, 2026 and 2025 (Unaudited) | 6 | |
| Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended July 31, 2026 and 2025 (Unaudited) | 7 | |
| Condensed Statements of Cash Flows for the three months ended July 31, 2026 and 2025 (Unaudited) | 8 | |
| Notes to the Condensed Financial Statements (Unaudited) | 9 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 20 |
| Item 4. | Controls and Procedures | 20 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 21 |
| Item 1A | Risk Factors | 21 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 21 |
| Item 3. | Defaults Upon Senior Securities | 21 |
| Item 4. | Submission of Matters to a Vote of Securities Holders | 21 |
| Item 5. | Other Information | 21 |
| Item 6. | Exhibits | 22 |
| Signatures | ||
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying interim financial statements of Venyra Corporation (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
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Venyra Corporation
Condensed Balance Sheets
| As of July 31, 2026 (Unaudited) | As of April 30, 2026 | |||
| ASSETS | ||||
| Current Assets | ||||
| Cash | $ | 4,516 | $ | 4,798 |
| Prepaid Expense | 21,100 | 9,750 | ||
| Total Current Assets | 25,616 | 14,548 | ||
| Intangible Assets | 61,751 | 65,490 | ||
| Total Intangible Assets | 61,751 | 65,490 | ||
| TOTAL ASSETS | $ | 87,367 | $ | 80,038 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Liabilities | ||||
| Current Liabilities | ||||
| Deferred Revenue | 27,301 | 15,751 | ||
| Loan from Related Parties | 56,002 | 56,002 | ||
| Total Current Liabilities | 83,303 | 71,753 | ||
| TOTAL LIABILITIES | $ | 83,303 | $ | 71,753 |
| Stockholders’ Equity | ||||
Common stock, $ par value, shares authorized, shares issued and outstanding as of July 31, 2026 and April 30, 2026, respectively |
5,564 | 5,564 | ||
| Additional Paid-in Capital | 43,838 | 43,838 | ||
| Accumulated Deficit | (45,338) | (41,117) | ||
| Total Stockholders’ Equity | $ | 4,064 | $ | 8,285 |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
87,367 |
$ | 80,038 |
See accompanying notes, which are an integral part of these condensed financial statements
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Venyra Corporation
Condensed Statements of Operations for the three months ended July 31, 2026 and 2025 (Unaudited)
|
Three months ended July 31, 2026 |
Three months ended July 31, 2025 | |||
| REVENUES |
$ |
17,700 |
$ |
|
| COST OF REVENUE | ||||
| Amortization | 3,739 | 966 | ||
| Platform Operating Expenses | 6,000 | 4,400 | ||
| TOTAL COST OF REVENUE | 9,739 | 5,366 | ||
| GROSS PROFIT (LOSS) | 7,961 | (5,366) | ||
| OPERATING EXPENSES | ||||
| General & Administrative Expenses | 12,182 | 6,711 | ||
| TOTAL OPERATING EXPENSES | $ | 12,182 | $ | 6,711 |
| LOSS FROM OPERATIONS | $ | (4,221) | $ | (12,077) |
| PROVISION FOR INCOME TAXES | ||||
| NET LOSS | $ | (4,221) | $ | (12,077) |
| NET LOSS PER SHARE: BASIC AND DILUTED |
$ |
(0.00) |
$ |
(0.00) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
5,564,000 |
4,000,000 |
See accompanying notes, which are an integral part of these condensed financial statements
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Venyra Corporation
Condensed Statement of Changes in Stockholders’ Equity (Deficit)
For the three months ended July 31, 2026 and 2025 (Unaudited)
| Common Stock |
Additional Paid-in-Capital |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) | ||||||
| Shares | Amount | ||||||||
| Balance at April 30, 2025 | 4,000,000 | $ | 4,000 | $ | $ | (1,429) | $ | 2,571 | |
| Net Loss | - | (12,077) | (12,077) | ||||||
| Balance at July 31, 2025 | 4,000,000 | 4,000 | (13,506) | (9,506) | |||||
| Balance at April 30, 2026 | 5,564,000 | $ | 5,564 | $ | 43,838 | $ | (41,117) | $ | 8,285 |
| Net Loss | - | (4,221) | (4,221) | ||||||
| Balance at July 31, 2026 | 5,564,000 | $ | 5,564 | $ | 43,838 | $ | (45,338) | $ | 4,064 |
See accompanying notes, which are an integral part of these condensed financial statements
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Venyra Corporation
Condensed Statements of Cash Flows
For the three months ended July 31, 2026 and 2025
(Unaudited)
|
For the three months ended July 31, 2026 |
For the three months ended July 31, 2025 | |||
| OPERATING ACTIVITIES | ||||
| Net Loss | $ | (4,221) | $ | (12,077) |
| Adjustments to reconcile Net loss to Net Cash used in operations: | ||||
| Amortization | 3,739 | 966 | ||
| Changes in operating assets and liabilities: | ||||
| Prepaid Expense | (11,350) | (4,000) | ||
| Deferred Revenue | 11,550 | 4,250 | ||
| Accounts Payable | (3,500) | |||
| Net Cash Used in Operating Activities | $ | (282) | $ | (14,361) |
| INVESTING ACTIVITIES | ||||
| Development of Intangible Assets | (21,960) | |||
| Net Cash Used in Investing Activities | $ | $ | (21,960) | |
| FINANCING ACTIVITIES | ||||
| Proceeds from Loan from Related Parties | 36,757 | |||
| Proceeds from the Sale of Common Stock | ||||
| Net Cash Provided by Financing Activities | $ | $ | 36,757 | |
| Net Cash decrease (increase) for Period | $ | (282) | $ | 436 |
| Cash at Beginning of Period | $ | 4,798 | $ | 4,000 |
| Cash at End of Period | $ | 4,516 | $ | 4,436 |
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||
| Cash payments for: | ||||
| Interest | $ |
$ |
| |
| Income taxes | $ | $ |
See accompanying notes, which are an integral part of these condensed financial statements
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Venyra Corporation
Notes to the Condensed Financial Statements
(Unaudited)
Note 1 – Nature of Business
Venyra Corporation (“the Company”) was incorporated under the laws of the State of Wyoming, U.S. on February 20, 2025 (Inception). Venyra Corporation is a technology-driven company developing a platform with AI-powered services aimed at simplifying and enhancing the startup journey. Our mission is to empower entrepreneurs, solopreneurs, and small business teams by providing them with innovative, efficient, and user-friendly tools for business planning, branding, and strategic development.
We developed an Application Programming Interface ("the API") which can be accessible via our website https://venyra.net/#api. Users are able to have access and test our API-based services directly through the website, including the generation of business plans ("Al Business Plan Generator"), brand names ("Business Name Generator"), and other key strategic deliverables. Our primary offering is the Al-powered Business Plan Generator API, a service that assist users in creating structured, comprehensive business plans related to their specific industry and strategic objectives. Also, we have committed to develop a logo generator as a complementary tool for those looking for automatically generate logo concepts that fit a brand. We intend to integrate Al-powered services and a news and insights section into our website, thereby transforming it into a comprehensive platform.
Note 2 – Going Concern
The financial statements were prepared on a going concern basis that the Company will be able to settle its obligations and make use of its assets in the ordinary course of business in the near future. Venyra Corporation generated revenue of $17,700 and incurred a net loss of $4,221 for the three months ended July 31, 2026 and further losses are anticipated in the development of its business. As of July 31, 2026, the Company had cash of $4,516 and an accumulated deficit of $45,338. As a result, there is substantial doubt about the Company's ability to operate as a going concern.
For the Company to continue as a going concern, it must generate profits in the future or obtain the necessary funding to meet its obligations and pay liabilities incurred during normal business operations when they fall due. Management intends to fund its operational expenses for the upcoming year using a combination of cash on hand, loans from directors, and/or proceeds from a private offering of Common Stock.
Note 3 – Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company has adopted an April 30 fiscal year-end.
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Fair Value of Financial Instruments
For the Company's financial instruments, which comprise cash, accounts payable, and advances payable to its sole officer and director, their carrying amounts are approximate to their fair value. This alignment is due to the short timeframe between their inception and their expected realization.
Fair value is classified into three levels:
Level 1: Based on observable inputs, such as active market quoted prices.
Level 2: Based on inputs other than active market quoted prices that are either directly or indirectly observable.
Level 3: Based on unobservable inputs, necessitating an entity to develop its own assumptions due to a lack of market data.
Consistent with the above, the carrying value of cash and the Company's loan from its shareholder also approximates fair value due to their short-term maturity.
Use of Estimates
Preparing financial statements in accordance with generally accepted accounting principles necessitates management's use of estimates and assumptions. These estimates influence the reported values of assets and liabilities, the disclosure of contingent assets and liabilities at the financial statement date, and the reported revenues and expenses during the period. Actual outcomes may vary from these estimates.
Cash and Cash Equivalents
The Company defines cash equivalents as highly liquid instruments bought with a maturity of three months or less, provided they are not held for investment.
As of July 31, 2026, our cash balance was $4,516.
Prepaid Expenses
Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense.
As of July 31, 2026 and April 30, 2026, prepaid expenses amounted to $21,100 and $9,750, respectively. The balance will be amortized on a straight-line basis over the applicable service period.
Impairment of Long-Lived Assets
The Company evaluates the recoverability of its long-lived assets, or asset groups, in accordance with ASC 360. This assessment is performed whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.
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In alignment with ASC 360, the Company utilizes a two-step impairment test:
Recoverability Test: The Company first compares the carrying amount of the asset group to the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the group.
Measurement of Loss: If the asset group is not recoverable under Step 1, an impairment loss is recognized for the amount by which the carrying amount exceeds its fair value.
Assets held for sale are separately categorized and valued at the lower of carrying amount or fair value less costs to sell.
No events or changes in circumstances were identified during the three months ended July 31,2026 indicating that the carrying amount of the Company's long-lived assets may not be recoverable. Accordingly, no impairment losses were recognized for the period.
Net income (loss) per common share is calculated according to FASB Accounting Standards Codification ("ASC") 260, "Earnings Per Share."
Basic net income (loss) per common share is determined by dividing net income (loss) by the weighted average number of common shares outstanding during the period.
Diluted net income (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares and all potentially dilutive common shares outstanding during the period. This reflects the potential dilution from common shares that could be issued through contingent share arrangements, stock options, and warrants.
No potentially dilutive common shares were outstanding for the period included.
The following table presents the calculation of basic and diluted net loss per share:
| For the three months ended July 31, 2026 | For the three months ended July 31, 2025 | |||
| Net loss | $ | (4,221) | $ | (12,077) |
| Weighted average common shares outstanding - basic and diluted | 5,564,000 | 4,000,000 | ||
| Net loss per common share - basic and diluted | $ | (0.00) | $ | (0.00) |
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Revenue Recognition
The Company has adopted Accounting Standards Codification No. 606, Revenue from Contracts with Customers ("ASC 606"), as its revenue recognition policy, and will apply this guidance upon commencement of revenue-generating activities.
Under ASC 606, revenue will be recognized when promised goods or services are transferred to the customer. The revenue amount recognized should reflect the total consideration the company expects to receive for these goods or services. The Financial Accounting Standards Board (FASB) developed a five-step approach to guide entities in determining when and how much revenue to recognize:
Step 1: Identify the contract with a customer.
Step 2: Identify the performance obligations within the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to each performance obligation.
Step 5: Recognize revenue as (or when) each performance obligation is satisfied.
The Company will recognize revenue when the services are completed and delivered in accordance with the terms of the contract.
The Company generates revenue from subscriptions to its AI Business Plan Generator API and Business Name Generator API, which are offered under monthly subscription plans and annual license arrangements. Each subscription represents a single performance obligation satisfied over time, as the customer simultaneously receives and consumes the benefit of API access provided by the Company throughout the subscription period. For monthly subscriptions, revenue is recognized ratably over the one-month service period. For annual licenses, the Company receives payment in advance of providing access to the service; because the customer benefits from unlimited API access is provided evenly over the twelve-month license term, the Company recognizes the associated revenue on a straight-line basis over that term. Amounts collected in advance of revenue recognition are recorded as deferred revenue, a contract liability, and are recognized as revenue as the Company satisfies its performance obligation over the remaining contract term.
For the three months ended July 31, 2026 and 2025, the Company recorded revenue of $17,700 and $0, respectively. During the three months ended July 31, 2026, $8,850 of revenue was recognized that was included in the deferred revenue balance at the beginning of the period. Deferred revenue was $27,301 and $15,751 and Accounts Receivable was $0 and $0 as of July 31, 2026 and April 30, 2026 respectively.
Customer Concentration
In accordance with FASB ASC 280-10-50-42 and ASC 275-10-50, the Company evaluates customer concentration risks on a quarterly basis. For the three months ended July 31, 2026, five customers individually accounted for 10% or more of the Company's total revenue of $17,700, representing 24.0%, 16.5%, 16.4%, 14.4%, and 14.4% of total revenue, respectively. For the three months ended July 31, 2025, no single customer accounted for 10% or more of total revenue. The Company operates in a single reportable operating segment.
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Cost of Revenue
Cost of revenue consists of costs directly attributable to delivering the Company's API-based subscription services to customers. For the three months ended July 31, 2026, cost of revenue totaled $9,739, comprised of amortization of the Company's capitalized website and API software of $3,739, platform maintenance expenses of $6,000. These costs are expensed as incurred, except for amortization, which is recognized on a straight-line basis over the estimated useful life of the underlying capitalized asset.
Reclassification of Prior Period Amounts
Certain amounts for the period ended July 31, 2025 have been reclassified from operating expenses to cost of revenue to conform to the current-period presentation. These reclassifications were made to improve the consistency and comparability of the financial statements and had no effect on total expenses, net income (loss), total assets, total liabilities, or stockholders' equity as previously reported.
Intangible Assets
Intangible assets consist of internal-use software, including website development and API development costs, capitalized in accordance with ASC 350-40, Internal-Use Software. Capitalization of software development costs begins when the preliminary project stage is complete and management authorizes the project. Capitalized costs are amortized on a straight-line basis over their estimated useful lives of five years once the assets are placed in service. The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Amortization of the Company's capitalized website and API software is classified as cost of revenue, as these assets constitute the platform through which the Company's revenue-generating services are delivered to customers. Amortization expense was $3,739 and $966 recorded within cost of revenue for the three months ended July 31, 2026 and 2025, respectively.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized.
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Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented.
The Company calculates its interim income tax provision in accordance with ASC 740-270. For the three months ended July 31, 2026 and 2025, the Company recorded no income tax provision or benefit due to net operating losses and a full valuation allowance against its deferred tax assets. As of July 31, 2026, there were no material changes to the Company’s uncertain tax positions or valuation allowance from April 30, 2026.
Foreign Currency
The U.S. dollar serves as the Company's functional and reporting currency. For transactions that take place in foreign currencies, management follows ASC 830, "Foreign Currency Matters." Monetary assets and liabilities held in foreign currencies are translated using the exchange rate active on the balance sheet date. Non-monetary assets and liabilities in foreign currencies are translated at the exchange rates in effect when the transaction occurred. Revenues and expenses are translated using average monthly rates. Any gains and losses resulting from the translation or settlement of foreign currency denominated transactions or balances are recognized in the Statement of Operations.
Dividends
The Company has no dividend policy in place and has not paid any dividends during the periods shown.
Segment Reporting
The Company operates as a single operating and reporting segment, providing AI-powered software and API-based services for business planning, business naming, and related business development tools through web-based and API interfaces, primarily serving startups, entrepreneurs, and small businesses. Our Chief Executive Officer is our Chief Operating Decision Maker, (“CODM”) who evaluates performance and makes operating decisions about allocating resources considering our single geographical area and on a consolidated basis. Accordingly, the CODM considers the revenue and operating expenses of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental to those disclosed in these financial statements that are regularly provided to the CODM.
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Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40), which requires enhanced disclosures regarding specific income statement expense categories. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of this ASU; however, it affects disclosures only and will not impact financial position or results of operations.
Management has evaluated other recently issued or adopted accounting standards and determined they will not have a material impact on the Company's financial statements.
Note 4 – Intangible Assets
The Company capitalizes costs related to developed software, including its website and API, in accordance with ASC 350-40, Internal-Use Software. Capitalization commences when the preliminary project stage is complete and management authorizes the project. These costs are amortized on a straight-line basis over an estimated useful life of five years.
Intangible assets amounts are as follows:
| Website Development | API Development | Total | ||||
| Estimated Useful Life (Years) | 5 | 5 | ||||
| Total Cost of the Asset | $ | 19,300 | $ | 55,460 | $ | 74,760 |
| Accumulated Amortization at July 31, 2026 | (4,944) | (8,065) | (13,009) | |||
| Net Book Value at July 31, 2026 | $ | 14,356 | $ | 47,395 | $ | 61,751 |
| Amortization for three months ended July 31, 2026 | $ | 966 | $ | 2,773 | $ | 3,739 |
| Amortization for three months ended July 31, 2025 | $ | 966 | $ | - | $ | 966 |
Capitalized intangible assets consist of third-party developed software, including a website ($19,300) and API software ($55,460), totaling $74,760 as of July 31, 2026. The assets are amortized on a straight-line basis over five years.
Amortization expense for the three months ended July 31, 2026 and 2025, was $3,739 and $966, respectively.
The estimated aggregate amortization expense for the remainder of fiscal 2027 and each of the four succeeding fiscal years as of July 31, 2026 is as follows:
| Fiscal Year | Amortization Expense |
| 2027 | $11,213 |
| 2028 | $14,952 |
| 2029 | $14,952 |
| 2030 | $14,952 |
| 2031 | $5,682 |
| Total | $61,751 |
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Note 5 – Capital Stock
The Company is authorized to issue up to 75,000,000 shares of common stock, par value $0.001 per share.
As of July 31, 2026 and April 30, 2026, there were shares of common stock issued and outstanding. There were no issuances or repurchases of common stock during the three months ended July 31, 2026.
Note 6 – Related Party Transactions
The Company may receive advances from related parties to meet its financial needs until it becomes self-sustaining or secures enough funding through equity sales or traditional debt.
As of July 31, 2026, the CEO and sole director of the Company had advanced $56,002 under the original loan agreement dated March 3, 2025 for advances up to $150,000. The loan is non-interest bearing and it is payable on demand.
Note 7 – Commitments and Contingencies
Litigation
The Company is not a party to any material legal proceedings.
Note 8– Subsequent Events
Consistent with ASC 855, Subsequent Events, the Company evaluated subsequent events through September 14, 2026, the date these financial statements were filed, and concluded that there are no significant subsequent events to disclose in these financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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.
Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and crucial 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. All forward-looking statements speak only as of the date on which they are made.
Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).
Our Company
The Company was formed on February 20, 2025 in the State of Wyoming.
Overview
Venyra Corporation is a technology company incorporated in the State of Wyoming on February 20, 2025. The Company has developed an artificial intelligence ("AI")-powered platform designed to support entrepreneurs, solopreneurs, and small business teams by providing automated tools for business planning and brand development. The Company's platform is accessible through its official website at https://venyra.net/. The Company currently offers two AI-powered API services, each available under monthly subscription plans and an annual license option.
(i) AI Business Plan Generator API. The Company's primary service is its AI Business Plan Generator API, which enables users to programmatically generate structured, industry-specific business plans. The API processes customer-defined inputs and operational parameters to produce comprehensive business plans tailored to specific industries and strategic objectives. Users may access and test the service through the Company's demonstration environment at https://demo.venyra.net/. This product has been developed and launched.
(ii) Business Name Generator API. The Company's second service is its Business Name Generator API, which provides AI-driven business name suggestions tailored to a customer's industry, target market, and branding requirements. The service is designed to assist founders and small business teams in identifying available and strategically suitable brand names during the early stages of business formation. This product has been developed and launched.
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Business Strategy
The Company's strategy is to grow its customer base and expand its platform through the following initiatives:
-API-Based Delivery Model. The Company delivers its services through direct API integration, enabling third-party applications, developers, and enterprises to embed its AI tools into their own workflows. This model is intended to broaden the Company's addressable market beyond direct end-users and support higher-volume subscription arrangements.
-Product Development. The Company intends to continue developing its existing services and to introduce additional AI-powered tools targeting the business formation and early-stage growth market. New product development is subject to the Company's ability to generate or raise sufficient capital. There can be no assurance that new products will be developed or commercially successful.
-Market Focus. The Company's primary target customers are early-stage entrepreneurs, solopreneurs, and small business teams seeking cost-effective, automated tools for business planning and brand development. The Company intends to reach customers primarily through its website, API documentation, and direct outreach.
Marketing
The Company expands its customer base primarily through its website, online API documentation, and organic digital marketing, including SEO content and developer community engagement.
In April 2026, the Company executed a six-month marketing services agreement for $9,300 to support initial strategy and brand visibility. During the three months ended July 31, 2026, the Company incurred $4,650 in marketing expenses.
Beyond this engagement, the Company has not launched large-scale marketing campaigns. Future marketing initiatives remain subject to capital availability, and there is no assurance they will result in significant revenue growth.
Employees
Venyra Corporation is a company with no employees, other than Juvenal Victor Fontes Dos Santos, our President, CEO, Treasurer, Secretary, Director. The Company may consider hiring employees if the need arises.
Offices
Our current principal address is Carrer de Colon, 10, 13, Ensanche, 46004 Valencia, Valencia, Spain. Our telephone number is +15623126022.
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Government Regulation
We are subject to laws and regulations applicable to companies operating in the United States, including those relating to data privacy, consumer protection, and AI-related regulation, which continues to evolve. We do not anticipate any regulatory approvals being required for the operation of our current services; however, changes in applicable law or the introduction of new regulation could impose additional compliance obligations or restrict our operations.
We currently hold no patents, trademarks, or registered copyrights, and do not plan to file for intellectual property protection within the next twelve months, though we may do so as our platform develops.
Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statement as of April 30, 2026.
Three months ended July 31, 2026 and 2025
Revenue
For the three months ended July 31, 2026, the Company generated revenue of $17,700, compared to $0 for the three months ended July 31, 2025. The increase was primarily driven by customer subscriptions during the current period.
Operating Expenses
Total operating expenses for the three months ended July 31, 2026 were $12,182, compared to $6,711 for the three months ended July 31, 2025. The increase was primarily attributable to marketing, professional fees, and general corporate activities to support business growth.
Net Loss
Net Loss for three months ended July 31, 2026 and 2025 was $4,221 and $12,077, respectively.
Liquidity and Capital Resources
As of July 31, 2026, our total assets were $87,367, which comprised of cash and cash equivalents of $4,516, prepaid expenses of $21,100 and intangible assets of $61,751. Our total liabilities were $83,303, which comprised deferred revenue of $27,301 and a Loan from Related Parties of $56,002.
As of April 30, 2026, our total assets were $80,038, which consisted of cash and cash equivalents of $4,798, prepaid expenses of $9,750, and intangible assets of $65,490. Our total liabilities were $71,753, which comprised deferred revenue of $15,751 and a Loan from Related Parties of $56,002
The Company has accumulated a deficit of $45,338 as of July 31, 2026, compared to $41,117 as of April 30, 2026 and further losses are anticipated in the development of its business.
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Cash Flows
Operating Activities. Net cash used in operating activities for the three months ended July 31, 2026 was $282, compared to $14,361 for the three months ended July 31, 2025. The decrease in cash outflows was primarily driven by lower net losses of $4,221 (compared to $12,077 in 2025) and an increase in deferred revenue of $11,550 due to advance customer payments, partially offset by an increase in prepaid expenses of $11,350.
Investing Activities. Net cash used in investing activities for the three months ended July 31, 2026 was $0, compared to $21,960 for the three months ended July 31, 2025. In the prior year period, cash outflows were entirely attributable to the development of software/intangible assets.
Financing Activities. Net cash provided by financing activities for the three months ended July 31, 2026 was $0, compared to $36,757 for the three months ended July 31, 2025. In the prior year period, cash inflows consisted of loan proceeds received from related parties.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
Current Financial Condition
As of July 31, 2026, our revenue was $17,700 and the Company incurred a loss of $4,221. The Company did not issue any shares during the three months ended July 31, 2026. For more information, please see our financial statements included herein.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
None
Item 4. Controls and Procedures
Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial and Accounting Officer, we have evaluated the effectiveness of the design and operation 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) as of July 31, 2026.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
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Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial and Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.
Based on that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer concluded that, as of July 31, 2026, our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting, including a lack of segregation of duties and limited accounting and financial reporting personnel.
Changes in Internal Controls over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the three months ended July 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The issuer is not party to any pending material legal proceedings.
ITEM 1A. RISK FACTORS
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide 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. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None
ITEM 5. OTHER INFORMATION
None
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ITEM 6. EXHIBITS
The following exhibits are included as part of this report by reference:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, as amended, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, there unto duly authorized on September 14, 2026.
| Venyra Corporation | |
| By: /s/ Juvenal Victor Fontes Dos Santos | |
|
Juvenal Victor Fontes Dos Santos, President, Secretary, Treasurer, Director Principal Executive Officer, | |
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