Avant Technologies Inc.

11/14/2025 | Press release | Distributed by Public on 11/14/2025 05:12

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)



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

The following discussion should be read in conjunction with our financial statements and related notes included elsewhere in this report. In addition to historical information, this discussion includes forward-looking information that involves risks and assumptions, which could cause actual results to differ materially from management's expectations. See "Forward-Looking Statements" included in this report.

In this Quarterly report, references to "AVANT" "AVAI" "TREND", "TREN", or "the Company," or "we," or "us," and "our" refer to Avant Technologies Inc. (f/k/a Trend Innovations Holding Inc.). Except for the historical information contained herein, some of the statements in this report contain forward-looking statements that involve risks and uncertainties. These statements are found in the sections entitled "Business," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Quantitative and Qualitative Disclosures about Market Risk." They include statements concerning: our business strategy; expectations of market and customer response; liquidity and capital expenditures; future sources of revenues; expansion of our proposed product line; and trends in industry activity generally. In some cases, you can identify forward-looking statements by words such as "may," "will," "should," "expect," "plan," "could," "anticipate," "intend," "believe," "estimate," "predict," "potential," "goal," or "continue" or similar terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including, but not limited to, the risks outlined under "Risk Factors," that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For example, assumptions that could cause actual results to vary materially from future results include, but are not limited to our ability to successfully develop and market our products to customers; our ability to generate customer demand for our products in our target markets; the development of our target markets and market opportunities; our ability to manufacture suitable products at a competitive cost; market pricing for our products and for competing products; the extent of increasing competition; technological developments in our target markets and the development of alternate, competing technologies in them; and sales of shares by existing shareholders. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.

This section of the report should be read together with Footnotes of the Company audited financials for the year ended March 31, 2025, the unaudited statements of operations for the six months ended September 30, 2025 and 2024 are compared in the sections below.

Business Description

Overview

Avant Technologies Inc. (f/k/a Trend Innovations Holding Inc.) is a technology company specializing in acquiring, creating, and developing innovative and advanced technologies utilizing artificial intelligence (AI) as well as providing a host of information technology consulting services. The Company considers itself a native expert in the field of information technology based on artificial intelligence. The Company's key acquisitions include Avant! AI and a Joint Venture and License Agreement (the "License Agreement") with Ainnova Tech Inc. These acquisitions provide the Company with resources in full-stack software development, database management, data integration, project management, and cloud services.

Avant's mission is to provide innovative and effective AI solutions that transform businesses and positively impact society. Avant strives to push the boundaries of AI technology and empower organizations to achieve their full potential. We believe that our technology can provide a self-sustained system that prepares its data from unlabeled information (Unsupervised Clustering), and then analyzes it using various, proprietary, supervised learning techniques, thereby improving data efficiency. Unsupervised learning pre-processes and extracts meaningful features from raw or unlabeled data, preparing them as inputs for the supervised learning model. This process also facilitates True Learning from Experience. Unsupervised learning is utilized to learn relevant information from many source domains. This knowledge is then evaluated and applied to a related or different domain(s), where information might be in short supply. This represents a true learning capability. Avant can leverage the knowledge learned from the source domain to improve performance in the other domains, as well as Factual discovery/conclusion by learning data. Avant's Unsupervised learning techniques, like clustering, help identify groups or patterns in the data, reaching conclusions. Then its supervised learning mechanism can create new datasets (information), which are used for further domains, improving classification and regression tasks. This feature is a true reasoning mechanism.

On May 23, 2023, the Company filed an application with the Financial Industry Regulation Authority in order to change the name and trading symbol of the Company. On July 18, 2023, FINRA announced the Company's Name Change and Symbol Change, which became effective on July 19, 2023 on the OTC Markets. The Name Change and Symbol Change do not affect the rights of the Company's security holders.

The Company's securities will continue to be quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company's transfer agent.

On March 6, 2023, the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of authorized shares of the Company's common stock from 255,000,000 to 520,000,000 shares (the "Charter Amendment") of which 500,000,000 shall be common stock, $0.001 par value per share, and 20,000,000 shall be preferred stock, $0.001 par value per share.

On June 28, 2019, the Company acquired Thy News LLC, an owner of a news application with feed from various sources that users can choose and customize. It is available for free download in Apple AppStore and Google Play Market. Users also will be able to subscribe for additional paid features that extend the functionality of the original app. At the moment of the first release, the app's news database consisted of 24,000 processed news sources, and as of December 31, 2019 this amount increased for more 75,000 processed sources to a total of 99,000 processed sources. From January 1, 2020 to September 30, 2023 the Company acquired additional 50,000 processed sources. As of September 30, 2025, the users of the app have an opportunity to choose interesting and relevant news feeds from 149,000 processed sources.

Acquiring Avant! AI Assets

On April 3, 2023, the Company, entered into an Asset Purchase Agreement ("APA") along with GBT Tokenize Corp. ("Seller"),

which Seller developed and owns a proprietary system and method named Avant-Ai, which is a text-generation, deep learning self-training model that is working based on an innovative, unique concept which learns on its own and constantly enhances its information database with the advantage of unsupervised learning capabilities (the "System"). At closing, in consideration of acquiring the System, the Company issued to the Seller 26,000,000 common shares of the Company (the "Shares"). The Shares will be restricted per Rule 144 as promulgated under the Securities Act of 1933, as amended (the "1933 Act") and Seller agreed to a lock-up period of nine (9) months following closing (the "Lock Up Term").

Acquiring Instant Fame Assets

On April 3, 2023, the Company, entered into an Asset Purchase Agreement ("Treasure APA") with Treasure Drive Ltd. ("TD") pursuant to which the Company agreed to acquire a technology portfolio including certain source codes and pending patent applications which have applications in a variety of areas including creating systems and methods of facilitating digital rating and secured sales of digital works as well as core virtual reality platforms known as digital auction systems, rating and secure sales via open bid auctions ("Instant Fame Assets"). At closing, in consideration of the Instant Fame Assets, the Company issued TD 5,000 shares of Series A Preferred Stock of the Company with a stated valued at $5,000 per share each (the "Preferred Shares Series A"). The Preferred Shares Series A may be converted at the option of TD into the Company shares of common stock at a conversion price equal to a 5% discount to the weighted average closing price during the five (5) days prior of such conversion, and will include a 4.99% beneficial ownership limitation. The Preferred Shares Series A will have no voting rights and will be entitled to a payment equal to the stated value of the Preferred Shares Series A in the event of the Company liquidation only.

In addition, the Company and Elentina Group, LLC ("Elentina") entered into a Service Agreements in which Elentina, was engaged to provide certain capital markets services for a flat quarterly fee of $75,000 paid in shares of common stock (the "Elentina Common Stock"). The Elentina Common Stock to be issued within five days of the first day of quarter during the term (ie January 1, April 1, July 1 and October 1). The Elentina Common Stock shall be fully earned upon issuance. The number of shares of Elentina Common Stock to be issued will be determined by dividing the quarterly fee of $75,000 by the Company's ten (10) day VWAP, which shall at no point be less than $0.10 per share.

In connection with the offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 5,000 shares of its Preferred Stock of Series A.

Acquiring Wired4Health Assets (Divested)

On April 5, 2024, the Company, entered into an Asset Purchase Agreement ("W4H APA") with Wired4Health, Inc. ("Seller" or "W4H"), pertaining to certain technology assets, providing full-stack software development, database management, data integration, project management and cloud services resources. The assets being acquired include an agreement and amendments between W4H and Sentry Data Systems/Craneware, an agreement between W4H and Respec, Inc., agreements between W4H and all of its employees and contractors assigned to Sentry Data Systems/Craneware and Respec, Inc. customer accounts, Website and Internet Domain Name, Wired4Health.com and all of its content (the "Website"), and any other rights associated with the Website, including, without limitation, any intellectual property rights, all related domains, logos, customer lists and agreements, email lists, passwords, usernames and trade names, and all of the related social media accounts, if any, and any other associated rights, etc. (the "W4H Assets"). At closing, in consideration of acquiring the Assets, the Company issued Seller an amortizing secured promissory note in the principal amount of $1,200,000 ("Secured Note") of the Company's Series B Convertible Preferred Stock with a stated value of $1,000,000 (the "Preferred Stock") The Secured Note is payable by the Company to the Seller in 24 equal monthly installments of principal and interest in the amount of $52,427 on the first day of each month, beginning on the first day of the month following the closing of the transaction and continuing on the first day of each consecutive month thereafter until the note is fully paid, but in no case less than two billing cycles of W4H activity. The Secured Note bears interest of five percent (5%) per annum accrued monthly (0.42% per month on the outstanding principal balance).

The Preferred Stock Series B has an aggregate stated value of $1,000,000, where the conversion price is equal to the lesser of $1.00 per share each, on a fully diluted basis, or the volume-weighted average market price (VWAP) of the Company's common stock as traded on the OTC Markets for the most recent 30 days prior to deal closure (the "Conversion Price"). Conversion will include a 4.99% beneficial ownership limitation and a leak out agreement allowing daily sales to not exceed 25% of the total daily volume.

The Secured Note is secured by the Assets pursuant to the terms of a Security Agreement which, among other things, will authorize the Seller to file a UCC1 Financing Statement in the State of Nevada. As of the date hereof, the Company is obligated on approximately $1,200,000 face amount of Secured Notes issued to the Seller. The Secured Note is a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company. Effective May 7, 2024, in connection with the offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 1,000,000 shares of its preferred stock.

On September 9, 2024, Avant Technologies Inc. entered into a Cancellation Agreement with Wired4Health, Inc. ("W4H"), a Florida corporation, mutually agreeing to terminate the Asset Purchase Agreement ("APA") dated April 5, 2024, between the two parties. The APA, originally executed on April 5, 2024, between Avant and Wired4Health, pertained to the acquisition of certain technology assets, including agreements with Sentry Data Systems/Craneware, Respec, Inc., and other intellectual property rights related to Wired4Health's business operations. In consideration for the acquisition, Avant had agreed to pay Wired4Health $2,200,000, partially through a secured promissory note and preferred stock. As of September 9, 2024, both parties agreed to cancel and nullify the original APA under the following terms:

1. Termination of the Original Agreement: The APA dated April 5, 2024, is terminated in its entirety. Any obligations under the Secured Promissory Note and related Security Agreement are rendered null and void;

2. Retention of Payments: Any payments already made by Avant in the ordinary course of business toward the promissory note are retained by Wired4Health, with the remaining balance of the promissory note deemed void and unenforceable;

3. Release of Claims: Both Avant and Wired4Health have mutually released and discharged each other from any claims, liabilities, or demands related to the APA. Neither party shall have any further obligations or claims against the other;

4. Voidance of Instruments: The Secured Promissory Note and any other instruments associated with the APA are void and have no further legal effect;

5. No Further Obligations: The parties have agreed that there are no further penalties, remedies, or obligations due to either party following the cancellation of the AP

Employees Identification

The Company's Board Members include: Natalija Tunevic, Secretary; Ivan Lunegov, President & Director; Vitalis Racius, Chief Financial Officer, Director &Treasurer. Officer which is not director and member of the Board: Chris Winter, Chief Executive Officer.

Government Regulation

We will be required to comply with all regulations, rules, and directives of governmental authorities including the US Securities and Exchange Commission and agencies applicable to our business in any jurisdiction with which we would conduct activities. We do not believe that governmental regulations will have a material impact on the way we conduct our business.

Offices

We do not own any real estate or other properties. The Company rents a virtual office at 5348 Vegas Drive, Las Vegas, NV 89108. The company's registered office is located at Sv. Stepono g. 27D-2, LT-01315 Vilnius, Lithuania.

Results of operations

Results of Operations for the three months ended September 30, 2025 and 2024:

Revenue

For the three months ended September 30, 2025 and 2024 the Company did not generate any revenue.

Operating expenses

Total operating expenses for the three months ended September 30, 2025 and 2024 were $394,666 and $623,046. The operating expenses for the three months ended September 30, 2025, included $6,517 in amortization expenses; $265,022 in general and administrative expenses; $80,561 in marketing expenses; $18,762 in professional fees and $23,804 in research and development expenses. The operating expenses for the three months ended September 30, 2024 included $19,517 in amortization and depreciation expenses; $135,000 in consulting services; $422,836 in general and administrative expenses; $34,825 in marketing expenses; $4,875 in professional fees; $494 in rent expense and $5,499 in website expenses. Total operating expenses for three months ended September 30, 2025, compared the three months ended September 30, 2024, decreased by 38%, or $228,380, primarily due to lower consulting services.

Other Income (Expenses)

The total other expenses for the three months ended September 30, 2025 and 2024 were $58,350 and $0, respectively. Other expenses included discount on convertible notes. Total other expenses for the six months ended September 30, 2025, compared the six months ended September 30, 2024, increased by 100%, or $58,350, because there were no similar expenses last year.

Net Income (Loss)

The net loss for the three months ended September 30, 2025 and 2024 was $453,016 and $623,046, accordingly. Net losses for three months ended September 30, 2025, compared the three months ended September 30, 2024, decreased by 27%, or $170,030. The main impact on the decrease in net loss was the decrease in operating expenses as described above.

Results of Operations for the six months ended September 30, 2025 and 2024:

For the six months ended September 30, 2025 and 2024 the Company did not generate any revenue.

Operating expenses

Total operating expenses for the six months ended September 30, 2025 and 2024 were $882,255 and $1,140,340. The operating expenses for the six months ended September 30, 2025, included $13,035 in amortization expenses; $64,910 in consulting services; $478,908 in general and administrative expenses; $234,751 in marketing expenses; $66,847 in professional fees and $23,804 in research and development expenses. The operating expenses for the six months ended September 30, 2024 included $39,035 in amortization and depreciation expenses; $311,739 in consulting services; $677,509 in general and administrative expenses; $70,925 in marketing expenses; $29,405 in professional fees; $729 in rent expense and $10,998 in website expenses. Total operating expenses for six months ended September 30, 2025, compared the six months ended September 30, 2024, decreased by 23%, or $258,085, primarily due to lower consulting services and amortization expense.

Other Income (Expenses)

The total other expenses for the six months ended September 30, 2025 and 2024 were $58,350 and $11,549, respectively. Other expenses included interest and discount on convertible notes. Total other expenses for six months ended September 30, 2025, compared the six months ended September 30, 2024, increased by 405%, or $46,801. This increase was primarily due to a higher number of convertible notes this year.

Net Income (Loss)

The net loss for the six months ended September 30, 2025 and 2024 was $940,605 and $1,151,889, accordingly. Net losses for six months ended September 30, 2025, compared the six months ended September 30, 2024, decreased by 18%, or $211,284. The main impact on the decrease in net loss was the decrease in operating expenses as described above.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2025 and March 31, 2025, the Company had cash of $91,995 and $81,053, respectively. The Company had a working capital deficit of $2,419,336 and $1,695,484 as of September 30, 2025, and March 31, 2025, respectively.

As of September 30, 2025, our total assets were $231,372 comprised of $112,795 in current assets; $118,577 in intangible assets and our total liabilities were $2,532,131.

As of March 31, 2025, our total assets were $224,745 comprised of $93,133 in current assets; $131,612 in intangible assets and our total liabilities were $1,788,617.

Stockholders' deficit increased from $1,563,872 as of March 31, 2025 to $2,300,759 as of September 30, 2025.

Six months ended

September 30, 2025

Six months ended

September 30, 2024

$ Change % Change
Net cash used in operating activities $ (611,890) $ (838,757) $ 226,867 27%
Net cash provided by financing activities 622,832 840,248 (217,416) (26)%
Net cash increase (decrease) for period $ 10,942 $ 1,491 $ - -%

CASH FLOWS FROM OPERATING ACTIVITIES

During the six months ended September 30, 2025 and 2024, net cash flows used in operating activities was $(611,890) and $(838,757), respectively. Cash flows used in operating activities for six months ended September 30, 2025, compared the six months ended September 30, 2024, increased by $226,867. This increase was primarily driven by a decrease in net loss and an increase in accounts payable compared to the previous year.

CASH FLOWS FROM INVESTING ACTIVITIES

For the six months ended September 30, 2025 and 2024, the Company did not generate cash flows from investing activities.

CASH FLOWS FROM FINANCING ACTIVITIES

During the six months ended September 30, 2025, net cash from financing activities was $622,832 consisting of capital stock issued, convertible notes payable, loan from related parties and loan payable. During the six months ended September 30, 2024, net cash from financing activities was $840,248 consisting of capital stock issued, convertible notes payable and loan from related parties.

There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements.

Going Concern - There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon public offering and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited consolidated financial statements, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

Avant Technologies Inc. published this content on November 14, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 14, 2025 at 11:12 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]