06/29/2026 | Press release | Distributed by Public on 06/29/2026 11:17
Management's Discussion and Analysis of Financial Condition and Results of Operations.
This Annual Report on Form 10-K contains predictions, estimates and other forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "intends," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors including the risks set forth in the section entitled "Risk Factors" in our registration statement on Form 10-12G/A, as filed with the Securities and Exchange Commission (the "SEC") on November 6, 2023, that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.
Forward-looking statements represent our management's beliefs and assumptions only as of the date of this Report. You should read this Report with the understanding that our actual future results may be materially different from what we expect.
All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law.
The management's discussion and analysis of our financial condition and results of operations are based upon our consolidated audited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").
The Company relies primarily on its current sole officer and director, Kent Rodriguez, to manage its day-to-day business and has outsourced professional services to third parties in an effort to maintain lower operational costs.
Mr. Rodriguez, as the holder of the Company's issued and outstanding shares of the Company's Series A Preferred Stock, holds 51% of the voting rights of the Company. He will be able to influence the outcome of all corporate actions requiring the approval of our stockholders.
Results of Operations
Revenue
We have not generated any revenue since our inception and do not expect to generate any revenue from the sale of products in the near future.
Operating Expenses
For the fiscal years ended March 31, 2026, and 2025 we had the following operating expenses:
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For the Year ended
March 31, |
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2026 |
2025 |
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Operating expenses: |
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Selling, General and Administrative Expenses |
$ | 73,774 | $ | 70,087 | ||||
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Rent |
14,400 | 15,435 | ||||||
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Legal and Professional Expenses |
43,743 | 42,312 | ||||||
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Consulting Expense |
8,000 | 3,000 | ||||||
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Total operating expenses |
$ | 139,917 | $ | 130,834 | ||||
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Total operating expenses for the fiscal year ended March 31, 2026, were $139,917 compared to total operating expenses of $130,834 for the fiscal year ended March 31, 2025. The increase in operating expenses during the fiscal year ended March 31, 2026, is mainly due to an increase in consulting expenses from $3,000 (March 31, 2025) to $8,000 (March 31, 2026). Consulting expenses recorded in the year ended March 31, 2026 and 2025 were the result of consulting fees charged by an independent third party for the preparation of our regulatory filings. The Company recorded a slight increase in general and administrative expenses from $70,087 in the fiscal year ended March 31, 2025, to $73,774 for the fiscal year ended March 31, 2026. This increase is related mainly to a reclassification of expenses in the amount of $3,000 over the fiscal year ended March 31, 2025. Rent remained relatively constant for the fiscal years ended March 31, 2026, and 2025, with a slight decrease of $1,035 in the fiscal year ended March 31, 2026, due to the cancellation of previously rented storage space during the year ended March 31, 2025. Professional fees remained relative constant at $43,743 for the fiscal year ended March 31, 2026 and $42,312 for the fiscal year ended March 31, 2025.
Net Loss
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March 31, 2026 |
March 31, 2025 |
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Net (loss) |
$ | (139,917 | ) | $ | (130,834 | ) | ||
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Dividend on Preferred Stock |
(218,470 | ) | (218,470 | ) | ||||
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Net (loss) attributable to common shareholders |
$ | (358,387 | ) | $ | (349,304 | ) | ||
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Basic and diluted loss per common share |
$ | (0.01 | ) | $ | (0.01 | ) | ||
We reported a net loss of $139,917 for the fiscal year ended March 31, 2026, as compared to a net loss of $130,834 in the fiscal year ended March 31, 2025.
Dividends on Preferred Stock
Dividends on Preferred Stock remained constant at $218,470 for each of the fiscal years ended March 31, 2026, and 2025. These dividends on preferred stock are required subject to the designation of the preferred stock and contribute to the net loss attributable to our common stockholders.
Operating Activities
The following table summarizes our operating activities for the period presented:
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For the Year ended
March 31, |
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2026 |
2025 |
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Net cash used by operating activities |
$ | (91,668 | ) | $ | (107,422 | ) | ||
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Net cash provided from (used by) investing activities |
- | - | ||||||
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Net cash provided from financing activities |
91,128 | 107,776 | ||||||
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Net Change in Cash |
$ | (540 | ) | $ | 354 | |||
Cash Used in Operating Activities
Cash used in operating activities for the year ended March 31, 2026 was $91,668 as compared to $107,422 used in the year ended March 31, 2025.
Net cash used in operating activities for the fiscal year ended March 31, 2026, was primarily the result of a net loss of $91,668, offset by non-cash items including accrued payroll of $48,000, an increase in prepaid expenses of $452 and a increase in accounts payable and accrued liabilities of $701.
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Net cash used in operating activities for the fiscal year ended March 31, 2025, was primarily the result of a net loss of $130,834, offset by non-cash items including accrued payroll of $48,000, an increase in prepaid expenses of $2,024 and a decrease in accounts payable and accrued liabilities of $22,564.
Cash Provided by Investing Activities
There was no cash provided by investing activities for the years ended March 31, 2026 and 2025.
Cash Provided by Financing Activities
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March 31, 2026 |
March 31, 2025 |
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Cash Flow From Financing Activities |
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Funds received from Related Party |
95,320 | 107,776 | ||||||
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Funds distributed to Related Party |
(4,192 | ) | - | |||||
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Net Cash From Financing Activities |
91,128 | 107,776 | ||||||
During the fiscal year ended March 31, 2026 financing activities consisted solely of related party advances in the amount of $95,320 offset by funds distributed to a related party to pay advances.
During the fiscal year ended March 31, 2025 financing activities consisted solely of related party advances in the amount of $107,776.
Liquidity and Capital Resources
We are in need of additional cash resources to maintain our operations. As of March 31, 2026, we had cash of $1,502 and prepaid expenses of $2,930. We are in the early stage of development and have experienced net losses to date and have not generated revenue from operations, which raises substantial doubt about our ability to continue as a going concern. There are a number of conditions that we must satisfy before we will be able to identify, evaluate, license, develop, or commercialize any technologies or intellectual property, including sourcing suitable opportunities, negotiating acceptable terms, obtaining any required financing, and establishing appropriate strategic or commercial relationships. We have not yet identified any specific technology or intellectual property rights under contract, and we have not established any market, customer orders, licensing revenue, or commercial sales capabilities with respect to any such technologies or intellectual property. We do not currently have sufficient resources to accomplish any of these conditions necessary for us to generate revenue and expect to incur increasing operating expenses. We will require substantial additional funds for operations, the service of debt and to fund our business objectives. There can be no assurance that financing, whether debt or equity, will always be available to us in the amount required at any particular time or for any particular period or, if available, that it can be obtained on terms favorable to us. If additional funds are raised by the issuance of equity securities, such as through the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. If additional funds are raised by the issuance of debt or other equity instruments, we may be subject to certain limitations in our operations, and issuance of such securities may have rights senior to those of the then existing stockholders. We currently have no agreements, arrangements or understandings with any person or entity to obtain funds through bank loans, lines of credit or any other sources.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the consolidated financial statements, the Company has incurred recurring net losses since its inception and has raised limited capital. The Company had a net loss of $139,917 and $130,834 before dividends payable on preferred stock for the fiscal years ended March 31, 2026 and 2025, respectively. The Company's accumulated deficit was $35,554,968 and $35,196,581 as of March 31, 2026, and March 31, 2025, respectively. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustment relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company is taking certain steps to provide the necessary capital to continue its operations. These steps include but are not limited to 1) focusing on our new business model and 2) raising equity or debt financing. Our auditors express substantial doubt about our ability to continue as a going concern.
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Off Balance Sheet Arrangements
We currently have no off-balance sheet arrangements.
Critical Accounting Policies
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.
Use of Estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Specifically, such estimates were made by the Company for the valuation of derivative liability, stock compensation and beneficial conversion feature expenses. Actual results could differ from those estimates.