08/10/2026 | Press release | Distributed by Public on 08/10/2026 11:53
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 June 30, 2026
or
☐ 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: 333-263379
WidFit Inc.
(Exact name of registrant as specified in its charter)
|
Nevada |
38-4045138 |
|
|
(State or other jurisdiction of incorporation) |
(IRS Employer Identification Number) |
Jabotinsky Street 3
Hod Hasharon, Israel 4530803
(Address of principal executive offices) (Zip Code)
(725) 297-0270
Registrant's telephone number, including area code
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered under Section 12(b) of the Exchange Act: None
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 ☒ 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, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
|
Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
|
Emerging growth company |
☒ |
1
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
As of August 1, 2026, there were 7,820,000 shares of common stock, $0.001 par value per share, outstanding.
2
WIDFIT INC. AND SUBSIDIARY
FORM 10-Q
For the Quarterly Period Ended June 30, 2026
TABLE OF CONTENTS
|
Page |
|
|
Part I. Financial Information |
5 |
|
Item 1. Financial Statements |
5 |
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. |
11 |
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk. |
11 |
|
Item 4. Controls and Procedures. |
11 |
|
Part II. Other Information |
12 |
|
Item 1. Legal Proceedings. |
12 |
|
Item 1A. Risk Factors. |
12 |
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. |
12 |
|
Item 3. Defaults Upon Senior Securities. |
12 |
|
Item 4. Mine Safety Disclosures. |
12 |
|
Item 5. Other Information. |
12 |
|
Item 6. Exhibits. |
12 |
|
Signatures |
13 |
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
|
INDEX TO UNAUDITED FINANCIAL STATEMENTS |
PAGE |
|
Balance Sheet at June 30, 2026 and December 31, 2025 (Unaudited) |
5 |
|
Statements of Operations for the three and six month periods ended June 30, 2026 and 2025 (Unaudited) |
6 |
|
Statement of Stockholders Deficit for the three and six month periods ended June 30, 2026 and 2025 (Unaudited) |
7 |
|
Statements of Cash Flows for the six month periods ended June 30, 2026 and 2025 (Unaudited) |
8 |
|
Notes to Financial Statements (Unaudited) |
9 |
4
WIDFIT INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheet
(Unaudited)
|
June 30, 2026 |
December 31, 2025 |
||||
|
ASSETS |
|||||
|
Current assets |
|||||
|
Cash and cash equivalents |
$ |
5,260 |
$ |
6,568 |
|
|
Other receivable |
561 |
- |
|||
|
Due from related party |
- |
4,894 |
|||
|
Total current assets |
5,821 |
11,462 |
|||
|
Goodwill |
90,066 |
90,066 |
|||
|
Total Assets |
$ |
95,887 |
$ |
101,528 |
|
|
LIABILITIES AND STOCKHOLDER'S EQUITY |
|||||
|
Liabilities |
|||||
|
Current liabilities: |
|||||
|
Accounts payable and accrued liabilities |
6,200 |
2,200 |
|||
|
Sales tax payable |
1,073 |
- |
|||
|
Due to related party |
6,500 |
6,500 |
|||
|
Total current liabilities |
13,773 |
8,700 |
|||
|
Total Liabilities |
13,773 |
8,700 |
|||
|
Stockholders' Equity |
|||||
|
Common stock: $0.001 par value, 75,000,000 shares authorized, 7,820,000 issued and outstanding |
7,820 |
7,820 |
|||
|
Additional paid-in capital |
158,180 |
158,180 |
|||
|
Accumulated deficit |
(83,886) |
(73,172) |
|||
|
Total stockholders' equity |
$ |
82,114 |
$ |
92,828 |
|
|
Total liabilities and stockholders' equity |
$ |
95,887 |
$ |
101,528 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
WIDFIT INC. AND SUBSIDIARY
Condensed Consolidated Statement of Operations
(Unaudited)
|
Three months ended June 30, |
Six months ended June 30, |
||||||||||
|
2026 |
2025 |
2026 |
2025 |
||||||||
|
Revenues |
$ |
12,253 |
$ |
- |
$ |
25,192 |
$ |
- |
|||
|
Cost of revenue |
(899) |
- |
(3,604) |
- |
|||||||
|
Gross profit |
11,354 |
- |
21,588 |
- |
|||||||
|
Operating expenses |
|||||||||||
|
Management fee - related party |
27,389 |
- |
27,389 |
- |
|||||||
|
Professional fees |
2,000 |
10,550 |
4,000 |
18,575 |
|||||||
|
Taxes |
895 |
- |
895 |
- |
|||||||
|
General and administrative |
9 |
- |
18 |
- |
|||||||
|
Total operating expenses |
30,293 |
10,550 |
32,302 |
18,575 |
|||||||
|
Net loss |
$ |
(18,939) |
$ |
(10,550) |
$ |
(10,714) |
$ |
(18,575) |
|||
|
Net loss per share - basic and diluted |
$ |
(0.00) |
$ |
(0.00) |
$ |
(0.00) |
$ |
(0.00) |
|||
|
Weighted average shares outstanding - basic and diluted |
7,820,000 |
7,800,000 |
7,820,000 |
7,800,000 |
|||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
WIDFIT INC. AND SUBSIDIARY
Condensed Consolidated Statement of Stockholders' Equity
(Unaudited)
|
Common Stock |
|||||||||||||
|
Shares |
Amount |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders' Equity |
|||||||||
|
Balance at December 31, 2024 |
7,800,000 |
$ |
7,800 |
$ |
58,200 |
$ |
(51,708) |
$ |
14,292 |
||||
|
Net loss for the period |
- |
- |
- |
(8,025) |
(8,025) |
||||||||
|
Balance at March 31, 2025 |
7,800,000 |
7,800 |
58,200 |
(59,733) |
6,267 |
||||||||
|
Net loss for the period |
- |
- |
- |
(10,550) |
(10,550) |
||||||||
|
Balance at June 30, 2025 |
7,800,000 |
$ |
7,800 |
$ |
58,200 |
$ |
(70,283) |
$ |
(4,283) |
||||
|
Balance at December 31, 2025 |
7,820,000 |
7,820 |
158,180 |
(73,172) |
92,828 |
||||||||
|
Net income for the period |
- |
- |
- |
8,225 |
8,225 |
||||||||
|
Balance at March 31, 2026 |
7,820,000 |
7,820 |
158,180 |
(64,947) |
101,053 |
||||||||
|
Net loss for the period |
- |
- |
- |
(18,939) |
(18,939) |
||||||||
|
Balance at June 30, 2026 |
7,820,000 |
$ |
7,820 |
$ |
158,180 |
$ |
(83,886) |
$ |
82,114 |
||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
WIDFIT INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
Six months ended June 30, |
|||||
|
2026 |
2025 |
||||
|
Cash flows from operating activities: |
|||||
|
Net loss |
$ |
(10,714) |
$ |
(18,575) |
|
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|||||
|
Non-cash management compensation |
1,007 |
- |
|||
|
Cost of revenue funded by related party (non-cash) |
3,585 |
- |
|||
|
Sales tax funded by related party (non-cash) |
302 |
- |
|||
|
Changes in operating assets and liabilities: |
|||||
|
(Increase) in other receivables |
(561) |
- |
|||
|
Increase in accounts payable and accrued liabilities |
4,000 |
- |
|||
|
Increase in sales tax payable |
1,073 |
- |
|||
|
Net cash provided by (used in) operating activities |
$ |
(1,308) |
$ |
(18,575) |
|
|
Cash flows from investing activities: |
|||||
|
Net cash provided by investing activities |
$ |
- |
$ |
- |
|
|
Cash flows from financing activities: |
|||||
|
Net cash provided by financing activities |
$ |
- |
$ |
- |
|
|
Net change in cash |
(1,308) |
(18,575) |
|||
|
Cash at beginning of period |
6,568 |
22,792 |
|||
|
Cash at end of period |
$ |
5,260 |
$ |
4,217 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
WIDFIT INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
WidFit Inc. (the "Company") was incorporated in Nevada on December 13, 2021. On December 1, 2025, the Company acquired 100% of the membership interests of Liberty Home Services LLC ("LHS"), a Washington limited liability company providing residential home services. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and LHS and have been prepared in accordance with U.S. GAAP for interim financial information and Rule 8-03 of Regulation S-X. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Results for interim periods are not necessarily indicative of results for the full year. These statements should be read together with the audited financial statements in the Company's Form 10-K for the year ended December 31, 2025. Other receivable represents amounts collected on the Company's behalf that had not yet been remitted to the Company's operating account at June 30, 2026.
NOTE 2 - GOING CONCERN
The financial statements have been prepared assuming the Company will continue as a going concern. The Company has a net loss of $10,714 for the six months ended June 30, 2026, an accumulated deficit of $83,886 at June 30, 2026, and a working capital deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date these financial statements are issued. Management's plans include growing LHS operations and obtaining additional financing as needed. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
There have been no material changes to the Company's significant accounting policies from those disclosed in its Form 10-K for the year ended December 31, 2025.
NOTE 4 - ACQUISITION OF LIBERTY HOME SERVICES LLC
On December 1, 2025, the Company acquired 100% of the membership interests of LHS in exchange for 20,000 shares of common stock. The acquisition was accounted for under the acquisition method, resulting in goodwill of $90,066. No triggering events indicating impairment were identified during the six months ended June 30, 2026.
NOTE 5 - RELATED PARTY TRANSACTIONS
Due to related party - S. Wely. As of June 30, 2026 and December 31, 2025, the Company owed Shahira Wely, the Company's sole officer and director, $6,500 for working-capital advances, which are unsecured, non-interest-bearing and due on demand.
Management services - J. McGregor. James McGregor serves as the manager of LHS. Effective May 1, 2026, LHS and Mr. McGregor entered into an independent contractor management services agreement providing for a management fee of $4,000 per month. During the three and six months ended June 30, 2026, the Company recognized management fee expense of $27,389 for Mr. McGregor's management services, as approved by the board of directors, which includes the settlement of a $9,708 advance outstanding at March 31, 2026. Mr. McGregor is the manager of the subsidiary and is not an officer or director of the Company. As of June 30, 2026, no amount was due from or to Mr. McGregor.
NOTE 6 - CONCENTRATIONS
During the three and six months ended June 30, 2026, LHS provided residential home services to customers in Whatcom County, Washington. A limited number of customers accounted for a significant portion of revenue.
9
NOTE 7 - INCOME TAXES
The Company has incurred net operating losses and has recorded a full valuation allowance against its deferred tax assets. No income tax expense or benefit was recognized for the periods presented.
NOTE 8 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statements were issued and determined that no events require recognition or disclosure in these condensed consolidated financial statements.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.
Overview. The Company operates through its wholly owned subsidiary, LHS, which provides residential home services in Washington State. LHS was acquired on December 1, 2025; the prior-year interim periods reflect the Company on a stand-alone basis with no operations.
Results of Operations. Revenue was $12,253 for the three months ended June 30, 2026 and $25,192 for the six months, compared to $nil in the prior-year periods, reflecting LHS operations. Cost of revenue was $899 and $3,604, respectively. Net loss was $18,939 for the three months and $10,714 for the six months. The three-month net loss reflects $27,389 of management fee expense to the manager of LHS approved by the board of directors, which is non-recurring in amount and includes settlement of a prior advance; ongoing management compensation is $4,000 per month under an agreement effective May 1, 2026.
Liquidity and Capital Resources. At June 30, 2026, the Company had cash of $5,260 and a working capital deficit of $7,952. The Company expects to fund operations through revenue from LHS and, as needed, advances from its officer and additional financing. There is substantial doubt about the Company's ability to continue as a going concern (see Note 2).
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company, the Company is not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES.
Our principal executive officer and principal financial officer (Shahira Wely) evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026 and concluded that, as of that date, our disclosure controls and procedures were not effective, consistent with the conclusion in our Annual Report on Form 10-K for the year ended December 31, 2025. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS
As a smaller reporting company, the Company is not required to provide the information required by this Item. Refer to the risk factors in the Company's Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
(a) Exhibits required by Item 601 of Regulation SK.:
|
Number |
Description |
|
|
31.1 |
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
32.1 |
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
101. INS |
XBRL Instance Document |
|
|
101. SCH |
XBRL Taxonomy Extension Schema Document |
|
|
101. CAL |
XBRL Taxonomy Calculation Linkbase Document |
|
|
101. DEF |
XBRL Taxonomy Extension Definition Linkbase Document |
|
|
101. LAB |
XBRL Taxonomy Label Linkbase Document |
|
|
101. PRE |
XBRL Taxonomy Presentation Linkbase Document |
12
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.
|
WidFit Inc. |
|
|
Dated: August 10, 2026 |
/s/ Shahira Wely |
|
Shahira Wely |
|
|
Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
13