What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-07-16 compared with 2024-08-15 · 105 added, 196 removed, 82 unchanged (79% of the section changed)

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Condition and Results of Operations.

The following discussion and analysis

of the results of our operations and financial condition should be read in conjunction with our financial statements, and the notes to

those financial statements that are included elsewhere in this Report.

All monetary figures are presented in U.S.

dollars, unless otherwise

Our Management’s Discussion

and Analysis contains not only statements that are historical facts, but also statements that are forward-looking.

Forward-looking statements

are, by their very nature, uncertain and risky.

These risks and uncertainties include international, national, and local general economic

and market conditions;

our ability to sustain, manage, or forecast growth;

our ability to successfully make and integrate acquisitions;

new product development and introduction;

existing government regulations and changes in, or the failure to comply with, government regulations;

adverse publicity;

the loss of significant customers or suppliers;

fluctuations and difficulty in forecasting operating results;

change in business strategy or development plans;

business disruptions;

the ability to attract and retain qualified personnel;

to protect technology;

the risk of foreign currency exchange rate;

and other risks that might be detailed from time to time in our filings

with the SEC.

Although the forward-looking statements

in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known

Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and

outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.

You are urged to carefully review

and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that

may affect our business, financial condition, and results of operations and prospects.

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 unaudited 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.

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

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Total operating expenses

Total operating expenses for the year ended March 31, 2024

were $266,581 as compared to $175,514 for the year ended March 31, 2023.

During the year ended March 31, 2024, the Company incurred $18,576

of rent expense, legal and professional expenses of $95,962, consulting expenses of $78,300 and $73,743 of selling, general and administrative

expenses which consisted primarily of;

payroll and related costs of $48,000, advertising and promotion expenses of $416, insurance expenses

of $5,612, transfer agent expenses of $5,267 and other selling, general, and administrative expenses of $14,448.

The increase was primarily

due to an increase in consulting expenses from $29,900 (2023) to $78,300 (2024) and legal and professional expenses, which increased

from$58,350 (2023) to $95,962 (2024) due to the filing of a registration statement in fiscal 2024.

Rent increased from $11,796 to $18,576

and selling and general expenses decreased from $75,468 (2023) to $73,743 (2024).

Selling, general and administrative expenses for the

year ended March 31, 2023 consisted primarily of;

payroll and related costs of $48,000, advertising and promotion expenses of $5,393,

insurance expenses of $5,064, other selling, general, and administrative expenses of $17,369, offset by a credit to transfer and agent

fees of $358.

Total operating expenses

for the fiscal year ended March 31, 2025, were $130,834 compared to total operating expenses of $266,581 for the fiscal year ended March

The decrease in operating expenses during the fiscal year ended March 31, 2025, is mainly due to a reduction in consulting expenses

from $78,300 (March 31, 2024) to $Nil (March 31, 2025).

Consulting expenses recorded in the year ended March 31, 2024 were the result

of a consulting agreement with an independent third party settled by shares of common stock valued at $78,300 which terminated in the

period ended March 31, 2024.

The Company recorded a slight reduction in general and administrative expenses from $73,743 in the fiscal

year ended March 31, 2024, to $73,087 for the fiscal year ended March 31, 2025.

Rent remained relatively constant for the fiscal years

ended March 31, 2025, and 2024, with a slight decrease of $3,141 in the fiscal year ended March 31, 2025, due to the cancellation of previously

rented storage space during the year ended March 31, 2025.

Professional fees decreased from $95,962 (March 31, 2024) to $42,312 for the

fiscal year ended March 31, 2025 substantially due to a reduction in audit costs and professional fees in the current fiscal year.

professional fees in fiscal 2024 were the result of filing a Form 10 with the SEC and the associated requirement for additional legal

and accounting fees associated with these filings.

Other Income (Expense)

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Total Other Income (Expense)

Other income was $64,692 in the year ended March 31,

2024, and comprised of a gain on settlement of debt of $71,242 offset by interest expense of $6,750.

Other income was $54,788 in the year

ended March 31, 2023, which included a gain as a result of a change in the value of derivative liabilities of $95,575, a gain on settlement

of debt of $54,571 and miscellaneous other income of $1,180 offset by amortization of debt discount expense of $74,876 and interest expense

We had a net loss of $202,089 in the year ended

March 31, 2024 compared to a net loss of $120,726 in the year ended March 31, 2023.

The increase to the reported loss in the current

year end is primarily due to an increase in legal and professional expenses and increased consulting fees.

Statement of Cash Flows

The following table summarizes our cash flows for the period

Other income in the fiscal year ended March 31, 2025,

was nil, as compared to other income in the fiscal year ended March 31, 2025, of $64,492, comprised of a gain on settlement of certain

debt by the issuance of stock valued at $71,242, offset by interest expense of $6,750 with no comparable expense in the fiscal year ended

March 31, 2025.

Dividend on Preferred Stock

Net (loss) attributable to common shareholders

Basic and diluted loss per common share

We reported a net loss of $130,834 for the fiscal year ended

March 31, 2025, as compared to a net loss of $202,089 in the fiscal year ended March 31, 2024.

Dividends on Preferred Stock

Dividends on Preferred Stock remained constant at $218,470

for each of the fiscal years ended March 31, 2025 and 2024.

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:

For the Year ended

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Net cash provided from financing activities

Decrease in cash and cash equivalents

During the year ended March 31, 2024 we used cash of $2,878

as compared to the year ended March 31, 2024, where we used cash of $43,968.

Net Change in Cash

Cash Used in Operating Activities

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31, 2025 was $107,422 as compared to $86,835 used in the year ended March 31, 2024.

Cash used in operating activities for the year ended March

31, 2024 was the result of net loss of $202,089 offset by non-cash operating activities including a gain on settlement of debt of $71,242,

accrued interest of $6,750, stock issued for outside services of $78,300, accrued payroll of $48,000, changes to working capital included

an increase in prepaid expenses of $28, an increase in accounts payable and accrued liabilities of $53,418.

Cash used in operating activities for the year ended March

31, 2023 was the result of net loss of $120,726 offset by non-cash operating activities including a gain on settlement of debt of $54,571,

a change in derivative liabilities of $95,575, stock issued for outside services of $33,900, accrued payroll of $48,000, accrued interest

of $14,504, interest settled with stock of $7,158 and bad debt of $25, changes to working capital included a decrease in prepaid expenses

of $482, a decrease to accounts receivable of $226 and a decrease in accounts payable and accrued liabilities of $2,838.

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.

Net cash used in operating activities for the fiscal year

ended March 31, 2024, was primarily the result of a net loss of $202,089 offset by a gain on settlement of debt of $71,242, and non-cash

items, including stock issued for outside services of $78,300, accrued interest of $6,750 and accrued payroll of $48,000.

Changes in working

capital include an increase to accounts payable and accrued liabilities of $53,418 and a decrease in prepaid expenses of $28.

Cash Provided by Investing Activities

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net cash from financing activities of $83,957.

During the year ended March 31, 2023, financing activities

provided cash of $210,963 as a result of related party advances of $168,000 and funds received for the issuance of common stock of $42,963

for ongoing operations, offset by funds paid to a related party of $9,428 and repayments of outstanding convertible debt of $54,640 and

the repayment of an outstanding contingent liability of $95,350 for net cash from financing activities of $51,535.

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

As of March 31, 2024 we had cash of $1,688.

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.

are a number of conditions that we must satisfy before we will be able to acquire, license and acquire products and intellectual property,

not the least of which is negotiating and financing any acquisitions.

We are in the process of identifying and establishing strategic

partners and technologies in order to establish a market and generate commercial orders by customers and licensing which will include

effective marketing and sales capabilities for any products.

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,

As of March 31, 2025 we had cash of $2,042 and prepaid expenses of $2,478.

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 acquire, license and acquire products

and intellectual property, not the least of which is negotiating and financing any acquisitions.

We are in the process of identifying

and establishing strategic partners and technologies in order to establish a market and generate commercial orders by customers and licensing

which will include effective marketing and sales capabilities for any products.

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.

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or understandings with any person or entity to obtain funds through bank loans, lines of credit or any other sources.

If we do not have sufficient working capital to pay our operating

costs for the next 12 months, we will require additional funds to pay our legal, accounting and other fees associated with our Company

and our filing obligations under United States federal securities laws, as well as to pay our other accounts payable generated in the

ordinary course of our business.

Once these costs are accounted for, we will focus on assembling a portfolio

of early-stage EV Battery Technologies developed by Universities in Norway, Sweden and Finland

Any failure to raise money will have the effect of delaying

the timeframes in the business plan as set forth above, and the Company may have to push back the dates of such activities.

Going Concern

The Company has incurred recurring net losses since its inception

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 $202,089 and $120,726 for the years ended March 31, 2024, and March 31,

2023, respectively.

The Company’s accumulated deficit was $34,847,277 and $34,426,718 as of March 31, 2024, and March 31, 2023,

The Company had a net loss of $130,834 and $202,089 for the fiscal years ended March 31, 2025 and 2024,

respectively.

The Company’s accumulated deficit was $35,196,581 and $34,847,277 as of March 31, 2025, 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 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.

These steps include but are not limited to 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.

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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.

Financial Instruments

The Company's financial instruments

primarily consist of cash and cash equivalents, accounts payable and accrued liabilities, related party payables, dividends payable and

The carrying values of the Company's financial instruments approximate fair value.

FASB ASC 820, Fair Value Measurements

and Disclosures ("ASC 820") establishes a framework for all fair value measurements and expands disclosures related to fair

value measurement and developments.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer

a liability in an orderly transaction between market participants at the measurement date.

ASC 820 requires that assets and liabilities

measured at fair value are classified and disclosed in one of the following three categories:

Level 1—Quoted market prices for

identical assets or liabilities in active markets or observable inputs;

Level 2—Significant other observable inputs that can be

corroborated by observable market data;

and Level 3—Significant unobservable inputs that cannot be corroborated by observable market

The Company believes that the carrying amounts of cash and cash equivalents, accounts payable, related party payables, accrued

dividends and debt approximate fair value based on either their short-term nature or on terms currently available to the Company in financial

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.

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

Recent 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.

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

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.

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.

Quantitative and Qualitative Disclosures about

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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-K

Item 7. Management’s Discussion and Analysis