{"url_path":"/sec/cik-0001912954/10-k/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1912954/0001912954-26-000008-index.html","accession_number":"0001912954-26-000008","cik":"0001912954","ticker":null,"issuer_name":"WidFit Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1912954/0001912954-26-000008-index.html","primary_entity_key":"0001912954","primary_entity_name":"WidFit Inc."},"word_count":2195,"has_tables":true,"body_markdown":"**ITEM 1A. RISK FACTORS**\n \n**Risks Related to the Company’s Business**\n \n**The Company’s net loss, lack of revenue, and minimal assets results in no assurance of success.**\n \nSince its inception to the present, we have recorded a net loss and have had minimal revenue. The losses have been due to expenses related to start-up costs incurred as the officers grew the business and established the Company. The Company has no significant assets or financial resources. There can be no assurance that the officers will generate significant revenues or be profitable in the future. If the Company is not profitable, it may need to curtail or cease operations or seek additional revenue through the sale of its Shares.\n \n**The Company may require additional capital and may be unable to obtain such capital on favorable terms or at all.**\n \nIn the future, we may need to raise additional capital through the issuance of additional Shares or securities convertible into Shares. If we issue additional Shares or convertible securities, our then-existing shareholders may face substantial dilution. In addition to diluting our then-existing shareholders, we may be obligated to pay a substantial amount of regular income to future investors, which would reduce our cash available for working capital. Equity interests in the Company's subsidiary, LHS, may also be publicly or privately offered. Such offerings would have the effect of indirectly diluting members of the Company. Currently, we do not have any arrangements for any financing for the sale of shares or any other method of financing, and we can provide no assurances to Investors that we will be able to obtain any financing when required on favorable terms or at all. The only cash immediately available to us is the cash in our bank account.\n \n**The Company has not established any minimum offering amount, and there is no assurance that the Company will raise sufficient funds to carry out its business objectives.**\n \nThe Company has not established any minimum offering amount that must be raised to carry out the business objectives contemplated in the offering document. There is no assurance that the Company will raise sufficient funds to carry out its business objectives, including payment of offering expenses, establishment of debt service reserves, provision for other construction cost contingencies and other working capital needs.\n \n**Sole Officers and Directors may hinder operations.**\n \nWIDFIT INC.’s operations depend solely on the efforts of the officers and directors of the Company. They have very little experience, if any, related to public Company management or as a principal accounting officer. Because of this, the Company may be unable to offer and sell the shares in this offering, develop our business or manage our public reporting requirements. The Company cannot guarantee that it will be able overcome any such obstacles.\n \n**The Company has no operating history, and the Officers and Directors lack experience.**\n \nThe Company was recently organized and has no history of operations. The Company therefore should be considered a development stage Company, and its operations will be subject to all of the risks inherent in the establishment of a new business enterprise, including, but not limited to, hurdles or barriers to the implementation of its business plans. Further, because there is no history of operations there is also no operating history from which to evaluate the officer and directors’ ability to manage the Company’s operations and achieve its goals or the likely performance of the Company. Prospective Investors should also consider that the officers and directors Manager, the principals not previously managed a public Company. No assurances can be given that the Company can operate profitably.\n \n**The Company will face competition.**\n \nCompetition in the real estate and oil industries contains many companies with longer operating histories, more market experience or contacts, or greater financial resources than the Company. The Company may not be able to compete effectively.\n \n7\n\n \n**The Company may never make distributions.**\n \nPayment of distributions and the amounts thereof will depend upon returns received by the Company. The Company may not operate profitably or be able to declare and pay any distributions to the Shareholders, and you may not earn a positive return on your investment or receive a return of any or all of your investment.\n \n**You may be liable in certain circumstances for the repayment of distributions.**\n \nYou are not personally liable for any debts or losses of the Company beyond the amount of your capital contributions and profits attributable thereto (if any) if the Company is otherwise unable to meet its obligations. However, you may be required to repay to the Company cash or in-kind distributions (including distributions on partial or complete redemption of Shares and distributions deemed a return of capital) received by you to the extent of overpayments and to the extent such distribution made the Company insolvent at the time of the payment or the distribution.\n \n**The Company is not required to provide disclosure pursuant to the Securities Exchange Act of 1934.**\n \nThe Company is not required to provide disclosure pursuant to the Exchange Act. As such, the Company is not required to file quarterly or annual reports. In addition, the Company is not required to prepare proxy or information statements; our common stock will not be subject to the protection of the going private regulations; the Company will be subject to only limited portions of the tender offer rules; our officers, directors, and more than ten percent (10%) shareholders (“insiders”) are not required to file beneficial ownership reports about their holdings in our Company; insiders will not be subject to the short-swing profit recovery provisions of the Exchange Act; and more than five percent (5%) shareholders of classes of our equity securities will not be required to report information about their ownership positions in the securities.\n \n**The Company does not maintain key man life insurance on its officers.**\n \nThe Company depends on the continued contributions of its officers who handle all of the managerial responsibilities of the Company. We do not carry key person life insurance on any of their lives and the loss of services of any of these individuals could disrupt our operations and interfere with our ability to successfully develop the Property or compete with others.\n \n**Risks Related to the Acquisition of LHS**\n \n**The acquisition of LHS, a home inspection service, marks a diversification from our core technology development.**\n \nWe may face significant challenges in integrating the operations, corporate culture, and financial reporting of a service-based business into our existing structure.\n \n**Goodwill Impairment Risk.**\n \nAs a result of the acquisition, we recognized $90,066 in goodwill. This asset is tested annually for impairment. If LHS does not meet performance expectations, we may be required to record a non-cash impairment charge, which would adversely affect our financial condition.\n \n**Risks Related to Investment in our Common Stock**\n \n**The ownership of our common stock is concentrated among existing executive officers and directors.**\n \nUpon the sale of all of the Shares offered in this Offering, our executive officers and directors will continue to own beneficially, in the aggregate, a vast majority of the outstanding Shares. As a result, they will be able to exercise a significant level of control over all matters requiring shareholder approval, including the election of directors, amendments to our Articles of Incorporation, and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control of Omega or changes in management and will make the approval of certain transactions difficult or impossible without the support of these shareholders.\n \n8\n\n \n**There currently is no public trading market for our securities and an active market may not develop or, if developed, be sustained.  If a public trading market does not develop, you may not be able to sell any of your securities.**\n \nThere is currently no public trading market for our common stock, and an active market may not develop or be sustained. If an active public trading market for our securities does not develop or is not sustained, it may be difficult or impossible for you to resell your shares at any price. Even if a public market does develop, the market price could decline below the amount you paid for your Shares.\n \n**Risks Related to the Investment Company Act of 1940.**\n \nThe Company intends to avoid becoming subject to the Investment Company Act of 1940, as amended (the “1940 Act”). However, under certain conditions, changing circumstances or changes in the law, it may become subject to the 1940 Act in the future. Becoming subject to the 1940 Act could have a material adverse effect on the Company. It is also probable that the Company would be terminated and liquidated due to the cost of registration under the 1940 Act.\n \n**Risks Related to Certain Conflicts of Interest**\n \n**Potential conflicts of interest may conflict with your interests and/or result in loss of business.**\n \nOur officers and directors are involved in other employment opportunities and may periodically face a conflict in selecting WIDFIT INC. and other personal and professional interests. The Company has not formulated a policy for the resolution of such conflicts should they occur. If the Company loses officers or directors to other pursuits without a sufficient warning, the Company may, consequently, go out of business. Potential conflicts of interest include, but are not limited to, the following:\n \n·the officers, directors, and/or other affiliates may acquire and operate other companies for their own respective accounts, whether or not competitive with the Company. \n \n·the officers, directors, and/or other affiliates will not be required to disgorge any profits or fees or other compensation they may receive from any other business they own separate from the Company, and you will not be entitled to receive or share in any of the profits, return, fees or compensation from any other business owned and operated by the officers, directors, and/or other affiliates for their own benefit; \n \n·the Company may engage the officers, directors, and/or their affiliates to perform services at prevailing market rates. Prevailing market rates are determined by the officers and/or directors based on industry \n \n·standards and expectations of what the officers and/or directors would be able to negotiate with a third party on an arm’s length basis. \n \n·the officers, directors, and/or other affiliates are not required to devote all of their time and efforts to the affairs of the Company; and \n \n·the Company and its officers and/or directors, and the prospective Investors have not been represented by separate counsel in connection with the formation of the Company, the drafting of the Articles of Incorporation or the Subscription Agreement, or this Offering. \n \n**Certain affiliates of the Company may, from time to time, loan the Company funds to pay third-party costs and some or all of the proceeds of the Offering or distributions could be used to repay such loans with interest.**\n \nIn the event that Cash Flow from the Company is insufficient to pay third-party costs, such as accounting fees, real estate taxes, and/or debt service, the officers, and/or one or more of their affiliates may loan the Company the funds necessary to pay such shortfalls on commercially reasonable terms. Proceeds of the Offering or future distributions may be used in whole or in part to repay any such loans, with interest.\n \n \n9\n\n \n**Risks Related to Taxes**\n \n**Federal and State Taxation of Business Combination May Discourage Business Combinations**\n \nFederal and state tax consequences will, in all likelihood, be major considerations in any business combination the Company may undertake. Currently, such transactions may be structured so as to result in tax- free treatment to both companies, pursuant to various federal and state tax provisions. The Company intends to structure any business combination, if any, so as to minimize the federal and state tax consequences to both the Company and the target entity; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction, reduce the future value of the shares and potentially discourage a business combination.\n \n**Rule 144 is not currently available for the resale of restricted shares of our Common Stock.**\n \nRule 144 under the Securities Act of 1933, as amended (the “Securities Act”), is not available for the resale of securities initially issued by a shell company or by an issuer that has at any time previously been a shell company until certain conditions are satisfied, including the lapse of at least one year from the date on which the issuer files current “Form 10 information” with the Securities and Exchange Commission reflecting its status as an entity that is no longer a shell company. Holders of our restricted Common Stock therefore may be unable to rely on Rule 144 to resell their shares until at least December 1, 2026, and only if the Company has timely filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve months preceding any such sale. This restriction may adversely affect the liquidity of our Common Stock."}