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Item 7. Management’s Discussion and Analysis

2026-06-29 compared with 2025-07-16 · 56 added, 147 removed, 40 unchanged (84% of the section changed)

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 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.

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.

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

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.

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, 2025 and 2024 we had

the following operating expenses:

For the Year ended

For the fiscal years ended March 31, 2026, and 2025 we had the following operating expenses:

For the Year ended March 31,

Operating expenses:

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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)

March 31, 2024

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.

March 31, 2026

Other Income (Expense)

Amortization of Debt Discount

Change in Derivative Liability

Gain on Settlement of Debt

Interest Income (Expense)

Miscellaneous Other Income (Expense)

Total Other Income (Expense)

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

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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.

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, 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.

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:

For the Year ended

The following table summarizes our operating activities for the period presented:

For the Year ended March 31,

Net cash used by operating activities

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Cash Used in Operating Activities

Cash used in operating activities for the year ended March

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

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 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.

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, 2025 and 2025.

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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Funds distributed to Related Party

Repayment of Outstanding Convertible Debt

Repayment of Outstanding Contingent Liability

Funds received for Issuance of Common Stock

Net Cash From Financing Activities

During the year ended March 31, 2024, financing activities

provided cash of $124,915 as a result of related party advances of $104,915 and funds received for the issuance of common stock of $20,000

for ongoing operations, offset by funds paid to a related party of $958 and repayments of outstanding convertible debt of $40,000 for

net cash from financing activities of $83,957.

During the fiscal year ended March 31, 2025 financing activities

consisted solely of related party advances in the amount of $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

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 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.

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.

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 $130,834 and $202,089 for the fiscal years ended March 31, 2025 and 2024,

respectively.

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) focus on our new business model and 2) raising equity or debt financing.

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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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.

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.

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.

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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.

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

Market Risks.

Disclosure in response

to this Item is not required for a smaller reporting company.

Quantitative and Qualitative Disclosures about Market Risks.

Disclosure in response to this Item is not required for a smaller reporting company.

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