What changed in this filing

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Item 1. Financial Statements

2025-02-25 compared with 2024-11-14 · 246 added, 232 removed, 178 unchanged (73% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

Current Assets:

14 unchanged sentences

Preferred Stock, Series A, $ 0.10 par value, 100 shares authorized;

100 shares issued and outstanding as of September 30, 2024, and March 31, 2024

100 shares issued and outstanding as of December 31, 2024, and March 31, 2024

Preferred Stock, Series B, $ 0.10 par value, 2,000 shares authorized;

1,983 shares issued and outstanding as of September 30, 2024, and March 31, 2023

1,983 shares issued and outstanding as of December 31, 2024, and March 31, 2024

Common Stock, $ 0.001 par value, 200,000,000 shares authorized.

and 59,643,062 shares issued and outstanding as of September 30, 2024, and March 31, 2024, respectively

and 59,643,062 shares issued and outstanding as of December 31, 2024, and March 31, 2024, respectively

Additional paid-in capital

3 unchanged sentences

Total stockholder’s equity

( 1,023,813 )

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT

4 unchanged sentences

Three Months ended

Six Months ended

September 30,

Selling, General and

Administrative Expenses

Nine Months ended

Selling, General and Administrative Expenses

Legal and Professional Expenses

3 unchanged sentences

Other Income (Expense)

Gain on Settlement of Debt

Interest Expense

Total Other Income (Expense)

$ ( 156,272 )

Net (Loss) Gain

Dividends on Preferred Stock

11 unchanged sentences

Balance, March 31, 2024

$ ( 34,847,277 )

$ ( 760,557 )

Accrued dividend to related party

Balance, June 30, 2024

$ ( 34,938,433 )

$ ( 851,713 )

Accrued dividend to related party, Series A Preferred Stock

1 unchanged sentence

Balance September 30, 2024

$ ( 35,022,884 )

$ ( 936,164 )

Accrued dividend to related party, Series A Preferred Stock

Accrued dividend to Series B Preferred Stock

Balance December 31, 2024

$ ( 35,110,533 )

( 1,023,813 )

Preferred Stock

1 unchanged sentence

Balance, March 31, 2023

$ ( 34,426,718 )

$ ( 438,298 )

Issuance of Stock for Consulting

1 unchanged sentence

Balance, June 30, 2023

$ ( 34,607,563 )

$ ( 540,843 )

Accrued dividend to related party, Series A Preferred Stock

1 unchanged sentence

Balance September 30, 2023

$ ( 34,692,225 )

Issuance of stock for cash

Accrued dividend to related party, Series A Preferred Stock

Accrued dividend to Series B Preferred Stock

Balance December 31, 2023

$ ( 34,733,046 )

$ ( 646,326 )

The accompanying notes are an integral part of these unaudited

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended

September 30,

For the Nine Months Ended

Cash Flow from Operating Activities

1 unchanged sentence

Adjustments to reconcile net loss to net cash used in operating activities:

Gain on settlement of debt

Stock Issued for Outside Services

2 unchanged sentences

Changes in working capital

Increase (Decrease) in Prepaid Expenses

Increase in Prepaid Expenses

Increase (Decrease) in Accounts Payable and Accrued Liabilities

3 unchanged sentences

Cash Flow From Financing Activities

Funds received for issuance of common stock

Repayment of Outstanding Convertible Debt

Funds received from Related Party

43 unchanged sentences

On July 29, 2024, Mr.

Barton resigned as a director of the Company.

Douglas Barton resigned as a director

of the Company.

Barton did not resign due to any dispute or disagreement with the Company or its practices.

16 unchanged sentences

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.

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.

Net Loss Per Share

The Company computes net income

(loss) per share in accordance with ASC 260, Earning per Share.

ASC 260 requires presentation of both basic and diluted earnings per share

(EPS) on the face of the income statement.

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator)

by the weighted average number of shares outstanding (denominator) during the period.

Diluted EPS gives effect to all dilutive potential

common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.

In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from

the exercise of stock options or warrants.

The Company computes net income (loss) per share in accordance

with ASC 260, Earning per Share.

ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number

of shares outstanding (denominator) during the period.

Diluted EPS gives effect to all dilutive potential common shares outstanding during

the period using the treasury stock method and convertible preferred stock using the if-converted method.

In computing Diluted EPS, the

average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options

Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Company has continued to report operating losses for the periods covered by this report, the impact of potentially dilutive securities

would be antidilutive and therefore is not presented.

The Company is taxed as a

C corporation for income tax purposes.

The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities

are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing

assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates in effect

for the year in which those temporary differences are expected to be recovered or settled.

A valuation allowance is provided on deferred

tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized.

The Company records interest,

net of any applicable related income tax benefit, on potential income tax contingencies as a component of income tax expense.

records tax positions taken or expected to be taken in a tax return based upon the amount that is more likely than not to be realized

or paid, including in connection with the resolution of any related appeals or other legal processes.

Accordingly, the Company recognizes

liabilities for certain unrecognized tax benefits based on the amounts that are more likely than not to be settled with the relevant taxing

The Company recognizes interest and/or penalties related to unrecognized tax benefits as a component of income tax expense.

As the Company has continued to report

operating losses for the periods covered by this report, the impact of potentially dilutive securities would be anti-dilutive and therefore

is not presented.

The Company is taxed as a C corporation for income tax purposes.

The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future

tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their

respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary

differences are expected to be recovered or settled.

A valuation allowance is provided on deferred tax assets if it is determined that

it is more likely than not that the deferred tax asset will not be realized.

The Company records interest, net of any applicable related

income tax benefit, on potential income tax contingencies as a component of income tax expense.

The Company records tax positions taken

or expected to be taken in a tax return based upon the amount that is more likely than not to be realized or paid, including in connection

with the resolution of any related appeals or other legal processes.

Accordingly, the Company recognizes liabilities for certain unrecognized

tax benefits based on the amounts that are more likely than not to be settled with the relevant taxing authority.

The Company recognizes

interest and/or penalties related to unrecognized tax benefits as a component of income tax expense.

Beneficial Conversion Feature

The Company measures certain

convertible debt using a nondetachable conversion feature known as a beneficial conversion feature, or BCF.

A convertible instrument contains

a BCF when the conversion price is less than the fair value of the shares into which the instrument is convertible at the commitment date.

From time to time, the Company may issue convertible notes that may contain a beneficial conversion feature.

A beneficial conversion feature

exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into

is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds

to the fair value of the warrants, if related warrants have been granted.

The intrinsic value of the beneficial conversion feature is

recorded as a debt discount with a corresponding amount to additional paid-in capital.

The debt discount is amortized to interest expense

over the life of the note using the effective interest method.

The Company measures certain convertible debt using a nondetachable

conversion feature known as a beneficial conversion feature, or BCF.

A convertible instrument contains a BCF when the conversion price

is less than the fair value of the shares into which the instrument is convertible at the commitment date.

From time to time, the Company

may issue convertible notes that may contain a beneficial conversion feature.

A beneficial conversion feature exists on the date a convertible

note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining

unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants,

if related warrants have been granted.

The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a

corresponding amount to additional paid-in capital.

The debt discount is amortized to interest expense over the life of the note using

the effective interest method.

Debt Issuance Cost

Debt issuance costs incurred

in connection with the issuance of debt are capitalized and amortized to interest expense over the term of the debt using the effective

interest method.

The unamortized amount is presented as a reduction of debt on the balance sheet.

In August 2020, the FASB issued

2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s

Own Equity (Subtopic 815-40) (“ASU 2020-06”).

ASU 2020-06 simplifies the accounting for convertible debt instruments

and convertible preferred stock by removing the existing guidance in ASC 470-20 that requires entities to account for beneficial conversion

features and cash conversion features in equity, separately from the host convertible debt or preferred stock.

Two methods of transition

were permitted upon adoption:

full retrospective and modified retrospective.

Debt issuance costs incurred in connection with the issuance

of debt are capitalized and amortized to interest expense over the term of the debt using the effective interest method.

The unamortized

amount is presented as a reduction of debt on the balance sheet.

In August 2020, the FASB issued ASU No.

2020-06, Debt

with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU

ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the

existing guidance in ASC 470-20 that requires entities to account for beneficial conversion features and cash conversion features in equity,

separately from the host convertible debt or preferred stock.

Two methods of transition were permitted upon adoption:

full retrospective

and modified retrospective.

The Company has yet to adopt ASC 2020-06.

The accounting

impact will be a reclassification from Additional Paid-In Capital to Retained Earnings.

The accounting impact will be a reclassification from Additional

Paid-In Capital to Retained Earnings.

The Company adopted ASC 2020-06 as of April 1, 2023.

Recently Issued Accounting

Pronouncements

In November 2023, the FASB

issued Accounting Standards Update 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU

2023-07”), which requires incremental disclosures related to a public entity’s reportable segments.

Required disclosures include,

on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”)

and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between

segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of

the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and

deciding how to allocate resources.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update

2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires

incremental disclosures related to a public entity’s reportable segments.

Required disclosures include, on an annual and interim

basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included

within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue

less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an

explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to

allocate resources.

The standard also permits disclosure of more than one measure of segment profit.

ASU 2023-07 is effective

for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

does not believe the adoption of ASU 2023-07 will have any impact on our financial statements.

In December 2023, the FASB

issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which

requires public entities on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional

information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater

than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).

ASU 2023-09 is

effective for fiscal years beginning after December 15, 2025.

ASU 2023-07 is effective for fiscal

years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company does not

believe the adoption of ASU 2023-07 will have any impact on our financial statements.

In December 2023, the FASB issued Accounting Standards Update

2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual

basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that

meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by

multiplying pretax income or loss by the applicable statutory income tax rate).

ASU 2023-09 is effective for fiscal years beginning after

December 15, 2025.

We are evaluating the impact of adopting ASU 2023-09 on our financial statements.

In March 2024, the SEC adopted

the final rule under SEC Release No.

33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors ,

which requires registrants to disclose climate-related information in registration statements and annual reports.

The new rules would

be effective for annual reporting periods beginning in fiscal year 2025.

However, in April 2024, the SEC exercised its discretion to stay

these rules pending the completion of judicial review of certain consolidated petitions with the United States Court of Appeals for the

Eighth Circuit in connection with these rules.

We are evaluating the impact the adoption of this rule, if any, may have on our financial

NOTE 3 - GOING

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 $ 66,372 and $ 156,272 for the six-month

periods ended September 30, 2024, and 2023, respectively.

The Company’s accumulated deficit was $ 35,022,884 and $ 34,847,277 as

of September 30, 2024, and March 31, 2024, 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.

In March 2024, the SEC adopted the final rule under SEC Release

33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors , which requires registrants

to disclose climate-related information in registration statements and annual reports.

The new rules would be effective for annual reporting

periods beginning in fiscal year 2025.

However, in April 2024, the SEC exercised its discretion to stay these rules pending the completion

of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit in connection with

We are evaluating the impact the adoption of this rule, if any, may have on our financial statements.

NOTE 3 – 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 $ 33,031 and $ 99,404 for the nine-month periods ended December

31, 2024, and 2023, respectively.

The Company’s accumulated deficit was $ 35,110,533 and $ 34,847,277 as of December 31,

2024, and March 31, 2024, respectively.

These factors raise substantial doubt regarding the Company’s ability to continue as a going

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) focus on our new business

model and 2) raising equity or debt financing.

1) focus 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.

NOTE 4 – CASH

The Company considers all

highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

As of September 30, 2024,

the Company’s cash consisted of non-restricted cash.

NOTE 5 – RELATED

PARTY TRANSACTIONS

The Company had related party

payables of $ 544,970 and $ 453,057 as of September 30, 2024 and March 31, 2024, respectively.

These amounts consist of funds

contributed by the management for the purpose of providing financing during periods of low or negative cashflow in order to cover essential

costs of continuing operations, as well as funds payable to management as compensation.

On an annual basis the Company accrues $48,000

of wages payable to its CEO, Kent Rodriguez, under the terms of a four-year employment agreement entered into April 1, 2020, which

designates monthly payments due Mr.

Rodriguez in the amount of $4,000.

The Company considers all highly liquid investments purchased

with an original maturity of three months or less to be cash equivalents.

As of December 31, 2024, the Company’s cash consisted

of non-restricted cash.

NOTE 5 – RELATED PARTY

The Company had related party payables of $ 577,949 and

$ 453,057 as of December 31, 2024 and March 31, 2024, respectively.

These amounts consist of funds contributed by the management for

the purpose of providing financing during periods of low or negative cashflow in order to cover essential costs of continuing operations,

as well as funds payable to management as compensation.

On an annual basis the Company accrues $48,000 of wages payable to its CEO, Kent

Rodriguez, under the terms of a four-year employment agreement entered into April 1, 2020, which designates monthly payments due Mr.

in the amount of $4,000.

On July 30, 2024, the Company and Mr.

Kent Rodriguez agreed to

extend the term of this Employment Contract, which expired on March 31, 2024, for a further two-year term to March 31, 2026, retroactive

to April 1, 2024, on the same terms and conditions.

Kent Rodriguez agreed to extend the term of this Employment Contract, which

expired on March 31, 2024, for a further two-year term to March 31, 2026, retroactive to April 1, 2024, on the same terms and conditions.

These payables and cash advances accrue no interest and have no maturity date.

each of the three and six months ended September 30, 2024 and 2023 salary of $ 12,000 and $ 24,000 , respectively were accrued for Mr.

During each of the three-and

six-month periods ended September 30, 2024, and 2023, the Company accrued $ 10,000 and $ 20,000 , respectively in preferred dividends from

the Series A preferred shares to Mr.

Kent Rodriguez, the holder of the Series A Preferred shares.

Upon conversion the number of shares

of common stock to be exchanged shall equal 51% of the then fully diluted issued and outstanding common stock.

NOTE 6 – CONVERTIBLE

NOTES PAYABLE

Convertible notes payable consists of a $ 40,000 Convertible

During each of the three and nine months ended September

30, 2024 and 2023 salary of $ 12,000 and $ 36,000 , respectively were accrued for Mr.

During each of the three- and nine-month periods ended

December 31, 2024, and 2023, the Company accrued $ 10,000

and $ 30,000 ,

respectively in preferred dividends from the Series A preferred shares to Mr.

Kent Rodriguez, the holder of the Series A Preferred

Upon conversion the number of shares of common stock to be exchanged shall equal 51% of the then fully diluted issued and

outstanding common stock.

NOTE 6 – CONVERTIBLE NOTES

Convertible notes payable consisted of a $ 40,000 Convertible

Promissory Note issued on March 5, 2021, by management to a third party in exchange for professional services.

2 unchanged sentences

the sixth month anniversary of the Issuance Date.

The note has a maturity date of June 30, 2022 .

The note had a maturity date of June 30, 2022 .

Additionally, the note

3 unchanged sentences

June 30, 2022, this entire debt discount had been amortized.

Further, on March 7, 2022, the Company issued additional convertible promissory

Further, on March 7, 2022, the Company issued an additional convertible promissory

note in the amount of $ 60,000 , with a maturity date of March 7, 2023 , an annual interest rate of 10 % and a fixed conversion

3 unchanged sentences

conversion rate.

On July 18, 2022, a Letter

Agreement was drafted between the Company and the debtholder, which establishes the settlement of these debts once the Company’s

Form 10 goes effective.

On January 23, 2023 the Company and the convertible note holder mutually agreed to settle any and all amounts

owed pursuant to 1) the Consulting Agreement and Convertible Promissory Note in the amount of $ 40,000 dated March 5, 2021;

the Consulting Agreement and a Convertible Promissory Note in the amount of $ 60,000 dated March 7, 2022;

3) all interest accrued

through settlement date, as follows:

$10,000.00 to be paid to Hymers upon execution of this Agreement, with an additional payment of $40,000

30 days after GRVE’s Form 10 has gone effective.

On July 18, 2022, a Letter Agreement was drafted between the

Company and the debtholder, which establishes the settlement of these debts once the Company’s Form 10 goes effective.

23, 2023 the Company and the convertible note holder mutually agreed to settle any and all amounts owed pursuant to 1) the Consulting

Agreement and Convertible Promissory Note in the amount of $ 40,000 dated March 5, 2021;

and 2) the Consulting Agreement and a Convertible

Promissory Note in the amount of $ 60,000 dated March 7, 2022;

3) all interest accrued through settlement date, as follows:

to be paid to Hymers upon execution of this Agreement, with an additional payment of $40,000 30 days after GRVE’s Form 10 has gone

$ 10,000 was paid on January 24, 2023.

$ 40,000 was paid on December 31, 2023.

This resulted in a gain on the settlement of debt in the amount of $ 71,242 , including

interest forgiven of $ 21,242 , during the fiscal year ended March 31, 2024.

As of September 30, 2024 and

March 31, 2024, the balance of the convertible note was $ 0 .

NOTE 7 – PREFERRED

The Company is authorized

to issue 1,000,000 shares of Preferred Stock.

We have authorized 100 shares of Series A Preferred Stock and 2,000 shares

of Series B Preferred Stock, respectively, both with a par value of $ 0.10 .

paid on December 31, 2023.

This resulted in a gain on the settlement of debt in the amount of $ 71,242 , including interest forgiven

of $ 21,242 , during the fiscal year ended March 31, 2024.

As of December 31, 2024 and March 31, 2024, the balance of

the convertible note was $ 0 .

NOTE 7 – PREFERRED STOCK

The Company is authorized to issue 1,000,000 shares of Preferred

We have authorized 100 shares of Series A Preferred Stock and 2,000 shares of Series B Preferred Stock,

respectively, both with a par value of $ 0.10 .

As of September 30, 2024, and March 31, 2024, there were 100 and 1,983 shares

issued and outstanding for Series A Preferred Stock and Series B Preferred Stock, respectively.

Series A Preferred Stock holds

designations of cash dividends at the rate of 8% of the amount per share of Series A Preferred Stock per annum in the form of “Preferred

Dividends”, voting rights on an as-converted to Common Stock basis, liquidation preferences, and conversion rights in which each

share of Series A Preferred Stock shall, upon conversion, represent 0.51% of the then “Fully-Diluted Shares Outstanding” of

On January 12, 2018, our Board of Directors agreed to amend Designation of the Series A Convertible Preferred Stock be amended

by changing the ratio for conversion, in Article IV, subparagraph (a), from 0.4% to 0.51% so that upon conversion the number of shares

of common stock to be exchanged shall equal 51% of then issued and outstanding common stock.

In addition, on January 12, 2018, the Company

and the Series A Holder agreed to forgive all accrued interest to date on the Series A, and to pause any accruals until April 1, 2023.

The Series A Convertible Preferred Stock carries liquidating preference, over all other classes of stock, equal to the amount paid for

the stock plus any unpaid dividends.

Currently the value of the liquidation preference is $ 500,000 , the amount of debt that the related

party converted into the preferred stock.

If this Preferred Stock were to be redeemed by the holder, it would result in an aggregate of

the $500,000 liquidation preference, on a per share basis, this would equal $ 5,000 per share.

The Company and Series A Preferred

Holder agreed to forgive all accrued interest and arrearages in preferred share dividends of Series A Preferred Stock through March 31,

Dividends began to accrue on the Series A Preferred Stock as of April 1, 2023.

During each of the three- and six-month periods ended

September 30, 2024 and 2023, the holder of the Series A preferred shares accrued $ 10,000 and $ 20,000 in preferred dividends from

the Series A preferred shares.

A total of $ 60,000 and $ 40,000 in dividends was outstanding at September 30, 2024 and March 31, 2024, respectively.

Series B Preferred Stock holds

designations of being ranked junior to the Series A Preferred Stock, cash dividends at the rate of 9% of the amount per share of Series

B Preferred Stock per annum in the form of “Preferred Dividends”, a dividend received deduction for federal income tax purposes,

liquidation preferences ranked junior to the Series A Preferred Stock, redemption of the Series B Preferred Stock by the Company at 105%

of the Stated Value, plus accrued and unpaid Dividends, if prior to the two year anniversary of the Issuance Date, or at 100% of the State

Value, plus accrued and unpaid Dividends, if on or after the two year anniversary of the Issuance Date, no voting rights, and right to

notice of certain corporate action.

All accrued dividends on the Series B were settled through March 31, 2023, and none remained outstanding

at March 31, 2023.

Dividends began to accrue on the Series B Preferred Stock as of April 1, 2023.

During each of the three and six-month

periods ended September 30, 2024 and 2023, the holders of the Series B preferred shares accrued $ 44,617 .50

and $ 89,235 , respectively, in preferred dividends from the Series B preferred shares.

A total of $ 267,705 and $ 178,470 in dividends

was outstanding at September 30, 2024 and March 31, 2024, respectively.

NOTE 8 – COMMON

The Company is authorized

to issue 200,000,000 shares of Common Stock, with a par value of $ 0.001 .

The Company had 59,643,062 shares

of common stock issued and outstanding as of September 30, 2024, and March 31, 2024.

Shares issued in the six

months ended September 30, 2024:

There were no shares issued

during the six-month period ended September 30, 2024.

Shares issued in the six

months ended September 30, 2023:

On April 15, 2023, the Company

issued 1,000,000 shares of common stock in exchange for consulting services.

These shares were valued at $ 0.0783 per share,

the fair market value on the date of issuance.

AND CONTINGENCIES

As of September 30, 2024,

the Company has a month-to-month verbal lease agreement with the landlord, in which the Company pays $1,200 on a monthly basis.

Series A Preferred Stock holds designations of cash dividends

at the rate of 8% of the amount per share of Series A Preferred Stock per annum in the form of “Preferred Dividends”, voting

rights on an as-converted to Common Stock basis, liquidation preferences, and conversion rights in which each share of Series A Preferred

Stock shall, upon conversion, represent 0.51% of the then “Fully-Diluted Shares Outstanding” of the Company.

On January 12,

2018, our Board of Directors agreed to amend Designation of the Series A Convertible Preferred Stock be amended by changing the ratio

for conversion, in Article IV, subparagraph (a), from 0.4% to 0.51% so that upon conversion the number of shares of common stock to be

exchanged shall equal 51% of the then issued and outstanding common stock.

In addition, on January 12, 2018, the Company and the Series

A Holder agreed to forgive all accrued interest to date on Series A, and to pause any accruals until April 1, 2023.

The Series A Convertible

Preferred Stock carries liquidating preference, over all other classes of stock, equal to the amount paid for the stock plus any unpaid

Currently the value of the liquidation preference is $ 500,000 , the amount of debt that the related party converted into the

preferred stock.

If this Preferred Stock were to be redeemed by the holder, it would result in an aggregate of the $500,000 liquidation

preference, on a per share basis, this would equal $ 5,000 per share.

The Company and Series A Preferred Holder agreed to forgive

all accrued interest and arrearages in preferred share dividends of Series A Preferred Stock through March 31, 2023.

Dividends began to

accrue on the Series A Preferred Stock as of April 1, 2023.

During each of the three- and nine-month periods ended December 31, 2024 and

2023, the holder of the Series A preferred shares accrued $ 10,000 and $ 30,000 in preferred dividends from the Series A preferred

A total of $ 70,000 and $ 40,000 in dividends was outstanding at December 31, 2024 and March 31, 2024, respectively.

Series B Preferred Stock holds designations of being ranked

junior to the Series A Preferred Stock, cash dividends at the rate of 9% of the amount per share of Series B Preferred Stock per annum

in the form of “Preferred Dividends”, a dividend received deduction for federal income tax purposes, liquidation preferences

ranked junior to the Series A Preferred Stock, redemption of the Series B Preferred Stock by the Company at 105% of the Stated Value,

plus accrued and unpaid Dividends, if prior to the two year anniversary of the Issuance Date, or at 100% of the State Value, plus accrued

and unpaid Dividends, if on or after the two year anniversary of the Issuance Date, no voting rights, and right to notice of certain corporate

All accrued dividends on the Series B were settled through March 31, 2023, and none remained outstanding at March 31, 2023.

began to accrue on the Series B Preferred Stock as of April 1, 2023.

During each of the three and nine-month periods ended December 31,

2024 and 2023, the holders of the Series B preferred shares accrued $ 44,618 and $ 133,852 , respectively,

in preferred dividends from the Series B preferred shares.

A total of $ 312,322 and $ 178,470 in dividends was outstanding at December 31,

2024 and March 31, 2024, respectively.

NOTE 8 – COMMON STOCK

The Company is authorized to issue 200,000,000 shares

of Common Stock, with a par value of $ 0.001 .

The Company had 59,643,062 shares of common stock

issued and outstanding as of December 31, 2024, and March 31, 2024.

Shares issued in the nine months ended December 31, 2024:

There were no shares issued during the nine-month period ended

December 31, 2024.

Shares issued in the nine months ended December 31, 2023:

On April 15, 2023, the Company issued 1,000,000 shares

of common stock in exchange for consulting services.

These shares were valued at $ 0.0783 per share, the fair market value on the

date of issuance.

NOTE 9 – COMMITMENTS AND

CONTINGENCIES

As of December 31, 2024, the Company has a month-to-month

verbal lease agreement with the landlord, in which the Company pays $1,200 on a monthly basis.

NOTE 10 – SUBSEQUENT

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements