U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-Q

Mark One

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

For the transition period from ______ to _______

COMMISSION FILE NO. 333-289053

Wyoming

(State or other jurisdiction of incorporation)

7330

(Primary Standard Industrial Classification Code Number)

38-4353389

(IRS Employer Identification No.)

Kameniсka Street, 7 Topola, Serbia 34310

Tel: (307) 655-6009

(Address and telephone number of registrant's principal executive) 

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 ☐

Applicable Only to Corporate Registrants

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

PART I. FINANCIAL INFORMATION

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 MARCH 31, 2026

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 and nine months ended March 31, 2026. The Company was incorporated on April 4, 2025; therefore, there were no operations during the corresponding prior-year periods.

As of March 31, 2026, our total assets were $71,401 compared to $4,000 in total assets at June 30, 2025. As of March 31, 2026, our total liabilities were $5,425 compared to $499 in total liabilities at June 30, 2025.

Stockholders’ equity was $65,976 as of March 31, 2026 compared to stockholders’ equity of $3,501 as of June 30, 2025.

The increase in stockholders’ equity was primarily attributable to net income earned during the period and proceeds received from the issuance of common stock and additional paid-in capital.

Three Month Period Ended March 31, 2026

Income

During the three-month period ended March 31, 2026, the Company generated revenue of $38,000 and incurred cost of services of $15,000, resulting in gross profit of $23,000. The Company also recognized an exchange loss of $91, resulting in total income of $22,909.

Operating Expenses

During the three-month period ended March 31, 2026, we incurred total operating expenses of $3,804, consisting primarily of legal and professional fees of $3,337, bank charges of $68, software subscriptions of $150, amortization expense related to the website of $150, and depreciation expense related to the laptop of $100.

Our net income for the three-month period ended March 31, 2026 was $19,104.

Nine Month Period Ended March 31, 2026

Income

During the nine-month period ended March 31, 2026, the Company generated revenue of $51,000 and incurred cost of services of $15,000, resulting in gross profit of $36,000. The Company also recognized an exchange loss of $66, resulting in total income of $35,934.

Operating Expenses

During the nine-month period ended March 31, 2026, we incurred total operating expenses of $14,339, consisting primarily of legal and professional fees of $13,584, bank charges of $123, software subscriptions of $150, amortization expense related to the website of $350, and depreciation expense related to the laptop of $133.

Our net income for the nine-month period ended March 31, 2026 was $21,595.

Cash Flows from Operating Activities

For the nine-month period ended March 31, 2026, net cash provided by operating activities was $22,078, primarily attributable to net income of $21,595, non-cash amortization of $350, and depreciation of $133.

Cash Flows from Investing Activities

For the nine-month period ended March 31, 2026, net cash used in investing activities was $4,199, primarily due to payments for website development of $3,000 and the purchase of a laptop of $1,199.

Cash Flows from Financing Activities

For the nine-month period ended March 31, 2026, net cash provided by financing activities was $45,806, consisting of $4,926 in advances from a related party, $2,044 in proceeds from issuance of common stock, and $38,836 in additional paid-in capital.

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 March 31, 2026, the Company had accumulated earnings of $21,096 and positive cash flows from operating activities of $22,078 for the nine months ended March 31, 2026. Management believes that existing cash resources, together with anticipated cash flows from operations, will be sufficient to meet the Company’s obligations as they become due for at least the next twelve months.

Accordingly, management has concluded that there is no substantial doubt about the Company’s ability to continue as a going concern.

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 March 31, 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 nine-month period ended March 31, 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.