Quarterly Report for Quarter Ending December 31, 2025 (Form 10-Q)

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

For purposes of this section, "Blue Line", the "Company", "we", or "our" refer to Blue Line Holdings Inc., unless the context otherwise requires. Certain figures have been rounded for ease of presentation and may not sum due to rounding.

Overview and Planned Activities

We were formed as a Colorado corporation on May 16, 2024. At present we plan to secure licensing agreements for the sale of functional beverages with key industry players and acquire assets that complement our core business and drive growth. We may also seek to obtain licensing agreements for products outside of the functional beverage market. As of the date of this Report, we were in the development stage and had one licensing agreement giving us the right to sell flavored water in France.

Sale of CocoLove Water

In July, 2024 we signed an agreement with Monarch Media which gave us the exclusive license to distribute CocoLove water in France. CocoLove water, manufactured by Monarch Media, is a coconut flavored water and is 100% organic with no sugar added and no artificial flavors or colors added. CocoLove water uses no plastic or tetra packaging and is always in a can for upcycling and recycling purposes. It is anticipated that we will buy CocoLove water from Monarch Media and Monarch Media will ship CocoLove water from its bottling plant to locations designated by us.

Our license to sell CocoLove water is exclusive subject to Monarch Media's right to sell CocoLove water in France using its own sales channels. Monarch Media has no obligation to compensate us if it uses its own sales channels to sell CocoLove water in France.

In consideration for the license, we:

	●	issued Monarch Media 200,000 shares of our common stock; and
	●	agreed to pay Monarch Media each year a royalty of:

	●	10% of the net sales of CocoLove water between US $100,000 and US $500,000;
	●	7% of the net sales of CocoLove water between US $500,000 and US $1,000,000; and
	●	4% of the net sales of CocoLove water greater than US $1,000,000;

No royalty will be due on net sales of CocoLove water in any calendar year less than $100,000.

Monarch Media may terminate our license in the event that annual royalties paid by us to Monarch Media are not at least $5,000 within each twelve month period beginning July, 2025.

We plan to market CocoLove water in France by:

	●	Social media, targeting young, urban professions seeking alternatives to plain water;
	●	Various media channels;
	●	Promotions in colleges and universities; and
	●	In-store promotions.

We plan to distribute CocoLove water to our customers in France through:

	●	Grocery stores, convenience stores and restaurants;
	●	Vending machines; and
	●	Local Distributors.

We estimate we will be required to spend approximately $100,000 during the next twelve months to market and distribute CocoLove water in France. We plan to initially target distributors and resellers due to our limited capital resources. The use of distributers and resellers would limit our exposure to inventory and the cost of warehouse space.

Although we have performed preliminary research into French distributors and retailers, as of the date of this Report, we have not begun any marketing or distribution efforts.

Management Change

On March 31, 2025, Joseph C. Henn was appointed as a director, Chief Executive Officer, Chief Financial and Accounting Officer and the Company's Secretary. Following the appointment of Mr. Henn as officer and director, Anthony Kerrigone resigned as an officer and director of the Company. Mr. Kerrigone's resignation was not the result of any disagreement relating to the Company's operations, policies or practices.

Competition

CocoLove water will compete with other coconut water companies and all categories of non-alcoholic liquid refreshments. The liquid refreshment markets are highly competitive, and include international, national, regional and local producers and distributors. All of our competitors have greater marketing and financial resources than we have.

Results of Operations

Three Months Ended December 31, 2025

For the three months ended December 31, 2025, we experienced a net loss of $38,312 of which $28,351 related to transfer agent and filing fees primarily related to the cost of becoming Depository Trust Company (DTC) eligible for electronic clearing and the OTCID application. This compares with a net loss of $20,930 during the comparative December 31, 2024 period in which the Company incurred $19,365 in professional fees as part of its Form S-1 registration statement

Six Months Ended December 31, 2025

For the six months ended December 31, 2025, we experienced a net loss of $48,428 as compared to a net loss of $72,816 during the comparative December 31, 2024 period. The loss in the comparative period was attributable to $48,677 in professional fees related to our Form S-1 registration statement and $20,000 related to the licensing agreement for the CocoLove water.

Liquidity and Capital Resources

As of December 31, 2025, we had cash of $15,713 as compared with cash of $8,816 as at June 30, 2025. Cash used in operating activities totaled $52,103 during the six months ended December 31, 2025 as compared to cash used of $56,639 in the comparative 2024 period. During both periods, cash was primarily used to fund operating expenses related to our business and for continuous disclosure and the Form S-1 registration statement in the comparative 2024 period. Cash provided by financing activity was $59,000 from the issuance of promissory notes during the six months ended December 31, 2025 as compared to $54,500 in proceeds from the sale of common shares in the comparative 2024 period. During the six months ended December 31, 2025, we issued $9,000 in promissory notes that are payable on demand and $50,000 in promissory notes that are payable by June 30, 2026. We will be required to raise capital or take other measures to fund future development. We expect to incur further losses as we are at the start-up stage. We do not have any firm commitments from any person to provide us with any capital.

Trends

The factors that will most significantly affect our future operating results, liquidity and capital resources will be:

	●	Our ability to secure and generate revenue from licensing agreements; and
	●	Access to capital through future sale of our common shares or debt.

Other than the foregoing, we do not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on:

	●	revenues or expenses;
	●	any material increase or decrease in liquidity; or
	●	expected sources and uses of cash.

Capital requirements

Our projected requirements for the twelve months ending December 31, 2026 are as follows:

Description		Amount
Sales and marketing for CocoLove		$	100,000
Obtaining new licenses for the distribution of products		$	50,000

We will need additional capital to fund our projected capital requirements.

Significant Accounting Policies

See Note 2 to financial statements included as part of this Quarterly Report for a discussion of our significant accounting policies. As of December 31, 2025 we did not have any critical accounting policies.

Off-Balance Sheet Arrangements

As of December 31, 2025, we did not have any off-balance sheet arrangements.