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10-Q true 2026-01-31 false 333-288757 VENYRA CORPORATION WY 30-1439127 1309 Coffeen Avenue STE 1200 Sheridan WY 82801 (562) 312-6022 No No Non-accelerated Filer true true false false 5564000

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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 $31,058 and incurred a net loss of $39,726 for the nine months ended January 31, 2026 and further losses are anticipated in the development of its business. 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.

31058 39726

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. 9 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 January 31, 2026, our cash balance was $1,960. 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. 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. 10 Net Income (Loss) per Common Share 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. 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. During the nine months ended January 31, 2026 and 2025 the Company recorded revenue of $31,058 and $0, respectively. As of January 31, 2026 and April 30, 2025 the Company reported deferred revenue of $17,044 and $0, respectively. Accounts receivable was $0 as of January 31, 2026 and April 30, 2025. 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. 11 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. 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. 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, engaged in developing AI-based business plans for startups. 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. Recent Accounting Pronouncements The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements and does not believe any of these pronouncements will have a material impact on the Company. 12

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. 9

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 January 31, 2026, our cash balance was $1,960.

1960

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. 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. 10

Net Income (Loss) per Common Share 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.

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. During the nine months ended January 31, 2026 and 2025 the Company recorded revenue of $31,058 and $0, respectively. As of January 31, 2026 and April 30, 2025 the Company reported deferred revenue of $17,044 and $0, respectively. Accounts receivable was $0 as of January 31, 2026 and April 30, 2025.

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. 11 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. 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.

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, engaged in developing AI-based business plans for startups. 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.

Recent Accounting Pronouncements The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements and does not believe any of these pronouncements will have a material impact on the Company. 12

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: <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="font-size: 11pt; text-align: justify"> </td> <td style="padding-right: 12.15pt; padding-left: 0.1pt; font-size: 11pt; text-align: justify; line-height: 12.2pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; padding-right: 4.3pt; padding-left: 0.1pt; font-size: 11pt; text-align: center; line-height: 12.2pt">Website Development</td> <td style="padding-right: 4.6pt; padding-left: 0.2pt; font-size: 11pt; text-align: justify; line-height: 12.2pt"> </td> <td style="border-bottom: Black 1pt solid; padding-right: 4.9pt; padding-left: 0.05pt; font-size: 11pt; text-align: center; line-height: 12.2pt">API Development</td> <td style="padding-right: 3.75pt; padding-left: 3.3pt; font-size: 11pt; text-align: center; line-height: 12.2pt"> </td> <td style="border-bottom: Black 1pt solid; padding-right: 4.2pt; padding-left: 0.05pt; font-size: 11pt; text-align: center; line-height: 12.2pt">Total</td></tr> <tr style="vertical-align: bottom"> <td style="padding-left: 4.5pt; font-size: 11pt; text-align: justify">Estimated Useful Life (Years)</td> <td style="padding-right: 12.15pt; padding-left: 0.1pt; font-size: 11pt; text-align: center; line-height: 12.2pt"> </td> <td colspan="2" style="padding-right: 3.45pt; padding-left: 0.1pt; font-size: 11pt; text-align: right; line-height: 12.2pt">5</td> <td style="padding-right: 4.6pt; font-size: 11pt; text-align: justify; line-height: 12.2pt"> </td> <td style="padding-right: 4.9pt; padding-left: 0.05pt; font-size: 11pt; text-align: right; line-height: 12.2pt">5</td> <td style="padding-right: 3.75pt; padding-left: 3.3pt; font-size: 11pt; text-align: center; line-height: 12.2pt"> </td> <td style="padding-right: 4.2pt; padding-left: 0.05pt; font-size: 11pt; text-align: center; line-height: 12.2pt"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-top: 0.2pt; padding-left: 2.5pt; font-size: 11pt">Total Cost of the Asset</td> <td style="padding-top: 0.95pt; padding-left: 0.1pt; font-size: 11pt; text-align: center">$</td> <td style="border-bottom: Black 1pt solid; padding-top: 0.95pt; padding-right: 3.45pt; padding-left: 0.1pt; font-size: 11pt; text-align: right">19,300</td> <td colspan="2" style="padding-top: 0.95pt; padding-right: 3.45pt; padding-left: 0.2pt; font-size: 11pt; text-align: center">$</td> <td style="border-bottom: Black 1pt solid; padding-top: 0.95pt; padding-right: 4.9pt; padding-left: 3.3pt; font-size: 11pt; text-align: right">53,160</td> <td style="padding-top: 0.95pt; padding-right: 3.75pt; padding-left: 3.3pt; font-size: 11pt; text-align: center">$</td> <td style="border-bottom: Black 1pt solid; padding-top: 0.95pt; padding-right: 4pt; padding-left: 0.1pt; font-size: 11pt; text-align: right">72,460</td></tr> <tr style="vertical-align: bottom"> <td style="padding-top: 0.2pt; padding-left: 2.5pt; font-size: 11pt">Accumulated Amortization at January 31, 2026</td> <td style="padding-top: 0.95pt; padding-left: 0.1pt; font-size: 11pt; text-align: center"> </td> <td style="border-bottom: Black 1pt solid; padding-top: 0.95pt; padding-right: 3.45pt; padding-left: 0.1pt; font-size: 11pt; text-align: right">(3,012)</td> <td colspan="2" style="padding-top: 0.95pt; padding-right: 3.45pt; padding-left: 0.2pt; font-size: 11pt; text-align: center"> </td> <td style="border-bottom: Black 1pt solid; padding-top: 0.95pt; padding-right: 4.9pt; padding-left: 3.3pt; font-size: 11pt; text-align: right">(2,547)</td> <td style="padding-top: 0.95pt; padding-right: 3.75pt; padding-left: 3.3pt; font-size: 11pt; text-align: center"> </td> <td style="border-bottom: Black 1pt solid; padding-top: 0.95pt; padding-right: 4pt; padding-left: 0.1pt; font-size: 11pt; text-align: right">(5,559)</td></tr> <tr style="vertical-align: bottom"> <td style="padding-top: 0.2pt; padding-left: 2.5pt; font-size: 11pt">Net Book Value at January 31, 2026</td> <td style="padding-top: 0.95pt; padding-left: 0.1pt; font-size: 11pt; text-align: center">$</td> <td style="border-bottom: Black 1pt solid; padding-top: 0.95pt; padding-right: 3.45pt; padding-left: 0.1pt; font-size: 11pt; text-align: right">16,288</td> <td colspan="2" style="padding-top: 0.95pt; padding-right: 3.45pt; padding-left: 0.2pt; font-size: 11pt; text-align: center">$</td> <td style="border-bottom: Black 1pt solid; padding-top: 0.95pt; padding-right: 4.9pt; padding-left: 3.3pt; font-size: 11pt; text-align: right">50,613</td> <td style="padding-top: 0.95pt; padding-right: 3.75pt; padding-left: 3.3pt; font-size: 11pt; text-align: center">$</td> <td style="border-bottom: Black 1pt solid; padding-top: 0.95pt; padding-right: 4pt; padding-left: 0.1pt; font-size: 11pt; text-align: right">66,901</td></tr> <tr style="vertical-align: bottom"> <td style="padding-top: 0.2pt; padding-left: 2.5pt; font-size: 11pt">Accumulated Amortization for nine months ended January 31, 2026</td> <td style="padding-top: 0.95pt; padding-left: 0.1pt; font-size: 11pt; text-align: center">$</td> <td style="border-bottom: Black 1pt solid; padding-top: 0.95pt; padding-right: 3.45pt; padding-left: 0.1pt; font-size: 11pt; text-align: right">3,012</td> <td colspan="2" style="padding-top: 0.95pt; padding-right: 3.45pt; padding-left: 0.2pt; font-size: 11pt; text-align: center">$</td> <td style="border-bottom: Black 1pt solid; padding-top: 0.95pt; padding-right: 4.9pt; padding-left: 3.3pt; font-size: 11pt; text-align: right">2,547</td> <td style="padding-top: 0.95pt; padding-right: 3.75pt; padding-left: 3.3pt; font-size: 11pt; text-align: center">$</td> <td style="border-bottom: Black 1pt solid; padding-top: 0.95pt; padding-right: 4pt; padding-left: 0.1pt; font-size: 11pt; text-align: right">5,559</td></tr> <tr> <td style="width: 43%"> </td> <td style="width: 2%"> </td> <td style="width: 17%"> </td> <td style="width: 1%"> </td> <td style="width: 3%"> </td> <td style="width: 16%"> </td> <td style="width: 3%"> </td> <td style="width: 15%"> </td></tr> </table> Intangible assets include the website and API software, which the Company developed with assistance from a third party. The website was put into operation on April 20, 2025, and the API was developed and put into operation on July 24, 2025. As of January 31, 2026, we've capitalized $72,460. These costs are being amortized over a five-year period, resulting in an expected amortization expense of $1208 per month. We have $5,559 amortization charges for the period ended January 31, 2026.

72460

5559

Note 5 – Capital Stock The Company has 75,000,000 common shares authorized with a par value of $0.001 per share. On April 29, 2025 the Company has issued 4,000,000 shares of common stock to its President and Sole Director, Juvenal Victor Fontes Dos Santos, at $0.001 per share. During the nine months ended January 31, 2026, the Company issued 1,299,500 shares of common stock for cash proceeds at $0.03 per share for a total of $38,985. As of January 31, 2026, the Company had 5,299,500 shares issued and outstanding.

5299500

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 January 31, 2026, the CEO and sole director of the Company had advanced $53,986 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. 13

53986

Note 7 – Commitments and Contingencies Litigation The Company wasn't subject to any legal proceedings.

Note 8– Subsequent Events Consistent with ASC 855, Subsequent Events, the Company evaluated subsequent events through the date of issuance of these financial statements. Subsequent to January 31, 2026 and prior to the issuance of these financial statements the Company issued 264,500 shares of common stocks at $0.03 per share for cash proceeds of $7,935.

264500