Synera Studio Inc 提交截至 2026 年 9 月 30 日的 10-Q 季报

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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 NO. 000-56880

Wyoming

(State or other jurisdiction of incorporation)

7330

(Primary Standard Industrial Classification Code Number)

38-4353389

(IRS Employer Identification No.)

Kamenicka Street 7, Topola, Serbia 34310

Tel: (307) 655-6009

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§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 ☒   No ☐

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

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. Yes ☐   No ☒

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

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐   No ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

SYNERA STUDIO INC

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

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

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

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

 SYNERA STUDIO INC

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2026

NOTE 1 - ORGANIZATION AND BUSINESS

Synera Studio Inc (the “Company”) was incorporated under the laws of the State of Wyoming on April 4, 2025. The Company’s fiscal year ends on June 30. The Company is a startup company engaged in the design and animation services industry.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business.

As of September 30, 2026, the Company has accumulated deficit of $3,607. The Company has not yet demonstrated sustained profitability or recurring positive operating cash flows.

To continue as a going concern, the Company will require, among other things, additional capital. Management intends to obtain such capital through funding from its management and principal shareholder in amounts sufficient to cover the Company's minimum operating expenses, and through equity and/or debt financing from third parties. There can be no assurance that management will be successful in carrying out any of these plans. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary if the Company were unable to continue as a going concern. There is no formal written commitment for continued financial support from the Company’s director, and management cannot provide any assurances that the Company will be successful in obtaining sufficient revenue or financing.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

New Accounting Pronouncements

Management of Synera Studio Inc continues to monitor and evaluate recently issued accounting pronouncements that are not yet effective. Management will adopt these standards as required and does not expect that recently issued standards will have a material impact on the Company’s financial statements.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, as well as disclosures of contingent assets and liabilities. Actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. As of September 30, 2026 and June 30, 2026, cash and cash equivalents consisted of cash held in the Company’s bank account.

Prepaid Expenses

Prepaid expenses consist of advance payments made to vendors for goods or services that have not yet been completed, delivered, accepted, or consumed as of the balance sheet date. Such amounts are initially recorded as prepaid expenses and, when the related goods or services are completed, accepted, or otherwise consumed, are recognized as expenses or, where they relate to the acquisition or development of a long-lived asset, capitalized as part of that asset.

Cost of Services

Cost of services consists primarily of subcontractor and production costs directly related to services provided to customers. Such costs are recognized when the related services are completed, accepted, or otherwise incurred in connection with revenue-generating activities.

Foreign Currency Transactions

The Company’s functional currency is the U.S. dollar. Transactions denominated in foreign currencies are recorded at the exchange rates in effect at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are remeasured at period end using prevailing exchange rates, and resulting gains and losses are recognized in the statement of operations as foreign exchange gain (loss).

Intangible Assets

The Company capitalizes expenditures directly related to the acquisition and development of intangible assets. The Company’s website is classified as a finite-lived intangible asset and is carried at its historical cost of $3,000, less accumulated amortization and any impairment losses. As of September 30, 2026, the website’s net book value was $2,350, reflecting accumulated amortization of $650. The website is amortized on a straight-line basis over an estimated useful life of five years.

In September 2026, upon final acceptance of the video editor software developed for the Company’s internal use, the Company reclassified advances totaling $70,380 to Software, a finite-lived intangible asset. Amortization of software commences in the month following its acceptance; accordingly, the software is amortized on a straight-line basis over an estimated useful life of five years commencing October 1, 2026, and no amortization expense was recognized for the three months ended September 30, 2026. 

Amortization of Intangible Assets

Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company amortizes the website’s cost over five years, with amortization calculated and recorded each month. This results in a monthly amortization expense of $50, recognized in the Statement of Operations. Beginning October 1, 2026, the Company amortizes the software’s cost of $70,380 over five years, resulting in a monthly amortization expense of $1,173. The Company periodically reassesses the estimated useful lives and amortization methods to ensure they remain appropriate and accurately reflect the assets’ expected consumption of economic benefits.

Property and Equipment

Property and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives. The Company’s laptop is classified as property and equipment and is carried at its historical cost of $1,199, less accumulated depreciation and any impairment losses. The Company’s laptop is depreciated over an estimated useful life of three years. As of September 30, 2026, the laptop’s net book value was $866, reflecting accumulated depreciation of $333. As of June 30, 2026, the laptop’s net book value was $966.

Depreciation of Property and Equipment

Property and equipment are depreciated on a straight-line basis over their estimated useful lives. Depreciation expense related to the laptop is recognized in the Statement of Operations. This results in a monthly depreciation expense of $33, recognized in the Statement of Operations. The Company periodically reassesses the estimated useful lives and depreciation methods to ensure they remain appropriate and accurately reflect the assets’ expected consumption of economic benefits.

Rounding Policy

All amounts in these financial statements are presented in U.S. dollars and rounded to the nearest dollar, unless otherwise indicated.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers,” and all related interpretations applicable to the recognition of revenue from design, animation, rendering, visualization, video production, and related creative production services.

Revenue is recognized when all of the following criteria are met: the performance obligations in the contract have been identified, the transaction price has been determined, the transaction price has been allocated to the performance obligations, and the revenue is recognized when, or as, those performance obligations are satisfied.

For the three months ended September 30, 2026 and 2025, the Company recognized revenue of $28,690 and $5,000, respectively.

Income Taxes

Income taxes are provided in accordance with ASC 740, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Fair Value of Financial Instruments

The Company follows the guidance under ASC 820, “Fair Value Measurements,” and ASC 825, “Financial Instruments,” which require disclosures about the fair value of financial instruments. Fair value estimates presented in these financial statements are based upon market assumptions and information available to management as of September 30, 2026.

Earnings per Share

The Company follows ASC 260, “Earnings Per Share,” which governs the calculation, presentation, and disclosure of earnings (loss) per share. Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. As the Company has no potentially dilutive securities, diluted earnings per share is the same as basic earnings per share.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company's sole officer and director has advanced funds to the Company to pay for incorporation costs, professional fees and other expenses. The balance of these advances was $5,425 as of both September 30, 2026 and June 30, 2026. No advances were made or repaid during the three months ended September 30, 2026. These advances are recorded as “Loan from related party” on the balance sheet. The amounts are non-interest bearing, unsecured, and have no fixed terms of repayment.

NOTE 5 - STOCKHOLDERS’ EQUITY

The Company is authorized to issue 75,000,000 shares of common stock with a par value of $0.001 per share.

During the three months ended September 30, 2026, the Company issued 1,110,000 shares of common stock for aggregate proceeds of $22,200. Of this amount, $1,110 was recorded as common stock at par value and $21,090 was recorded as additional paid-in capital.

As of September 30, 2026 and June 30, 2026, the Company had 7,818,994 and 6,708,994 shares of common stock issued and outstanding, respectively.

The Company had no stock options, warrants, convertible securities, preferred stock, or other potentially dilutive securities outstanding as of September 30, 2026 and June 30, 2026.

NOTE 6 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from September 30, 2026 to the date the financial statements were issued and has determined that there are no items to disclose.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

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

DESCRIPTION OF BUSINESS

Synera Studio Inc was incorporated in Wyoming on April 4, 2025. We are a startup company engaged in the design and animation services industry. Our goal is to support both early-stage businesses and larger organizations by producing visual content such as explainer videos, promotional materials, training content, and business presentations.

RESULTS OF OPERATIONS

The following discussion summarizes our results of operations for the three months ended September 30, 2026 and 2025.

As of September 30, 2026, our total assets were $82,647 compared to $83,339 in total assets at June 30, 2026. As of September 30, 2026, our total liabilities were $5,874 compared to $25,425 in total liabilities at June 30, 2026.

Stockholders’ equity was $76,773 as of September 30, 2026 compared to stockholders’ equity of $57,914 as of June 30, 2026.

The increase in stockholders’ equity was primarily attributable to proceeds received from the issuance of common stock and additional paid-in capital, partially offset by the net loss for the period.

Three Month Period Ended September 30, 2026

Income

During the three-month period ended September 30, 2026, the Company generated revenue of $28,690 and incurred cost of services of $19,030, resulting in gross profit of $9,660. The Company recognized no exchange gain or loss, resulting in total income of $9,660.

Operating Expenses

During the three-month period ended September 30, 2026, we incurred total operating expenses of $12,991, consisting primarily of legal and professional fees of $12,681, bank charges of $60, amortization expense related to the website of $150, and depreciation expense related to the laptop of $100.

Our net loss for the three-month period ended September 30, 2026 was $3,341, including a provision for income taxes of $10.

Three Month Period Ended September 30, 2025

Income

During the three-month period ended September 30, 2025, the Company generated revenue of $5,000 and incurred no cost of services, resulting in gross profit of $5,000. The Company also recognized an exchange loss of $23, resulting in total income of $4,977.

Operating Expenses

During the three-month period ended September 30, 2025, we incurred total operating expenses of $7,437, consisting primarily of legal and professional fees of $7,344, bank charges of $43, and amortization expense related to the website of $50.

Our net loss for the three-month period ended September 30, 2025 was $2,460.

Cash Flows from Operating Activities

For the three-month period ended September 30, 2026, net cash used in operating activities was $22,642, primarily attributable to the net loss of $3,341 and a decrease in accrued liabilities of $19,551, partially offset by non-cash amortization of $150 and depreciation of $100. For the three-month period ended September 30, 2025, net cash used in operating activities was $2,410.

Cash Flows from Investing Activities

For the three-month period ended September 30, 2026, net cash used in investing activities was $40,380, due to payments for software development. For the three-month period ended September 30, 2025, net cash used in investing activities was $3,000, due to payments for website development.

Cash Flows from Financing Activities

For the three-month period ended September 30, 2026, net cash provided by financing activities was $22,200, consisting of proceeds from issuance of common stock. For the three-month period ended September 30, 2025, net cash provided by financing activities was $4,714, consisting of advances from a related party.

PLAN OF OPERATION AND FUNDING

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

Existing working capital, related party advances, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through cash flow from operations, advances from a related party, and issuances of equity securities. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business; and (ii) marketing expenses. We intend to finance these expenses with anticipated cash flow from operations, further issuances of securities, and related party advances, if needed. Thereafter, we may need to raise additional capital and continue generating revenues to meet long-term operating requirements. Additional issuances of equity securities may result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The Company’s financial statements have been prepared on a going concern basis.

As of September 30, 2026, the Company had cash of $9,051 and an accumulated deficit of $3,607. For the three months ended September 30, 2026, the Company incurred a net loss of $3,341 and has not yet demonstrated sustained profitability.

To continue as a going concern, the Company will require, among other things, additional capital. Management intends to obtain such capital through funding from its management and principal shareholder in amounts sufficient to cover the Company’s minimum operating expenses, and through equity and/or debt financing from third parties. There is no formal written commitment for continued financial support from the Company’s director, and there can be no assurance that management will be successful in carrying out any of these plans.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No senior securities were issued and outstanding during the three-month period ended September 30, 2026.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.