AVAI 10-Q
Avai Bio, Inc. (AVAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from __________ to __________
Commission File Number:
| (Exact name of registrant as specified in its charter) | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
Sv. Stepono g. 27D-2, Vilnius, Lithuania, LT-01315 (USA Address: | |
| (Address of principal executive offices) (Zip Code) | |
| Registrant’s telephone number, including area code: | |
| Registrant’s email: [email protected] | |
| Securities registered under Section 12(b) of the Exchange Act: | ||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | AVAI | OTC Markets | ||
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| [X] | Smaller reporting company | ||
| (Do not check if a smaller reporting company) | Emerging growth company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: common shares issued and outstanding as of August 13, 2026.
TABLE OF CONTENTS
| Page | ||
| PART I—FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements. | 3 |
| Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and March 31, 2026 | 4 | |
| Consolidated Statements of Operations for the three months ended June 30, 2026 and 2025 (Unaudited) | 5 | |
| Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended June 30, 2026 and 2025 (Unaudited) | 6 | |
| Consolidated Statements of Cash Flows for the three months ended June 30, 2026 and 2025 (Unaudited) | 7 | |
| Notes to the Interim Consolidated Financial Statements (Unaudited) | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 20 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 24 |
| Item 4. | Controls and Procedures. | 24 |
| PART II—OTHER INFORMATION | ||
| Item 1. | Legal Proceedings. | 25 |
| Item 1A. | Risk Factors. | 25 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 29 |
| Item 3. | Defaults Upon Senior Securities. | 29 |
| Item 4. | Mine Safety Disclosures. | 29 |
| Item 5. | Other Information. | 30 |
| Item 6. | Exhibits. | 30 |
| SIGNATURES | 31 | |
2
| PART I—FINANCIAL INFORMATION |
| ITEM 1. | FINANCIAL STATEMENTS. |
The accompanying interim financial statements of Avai Bio, Inc. (formerly Avant Technologies Inc., and previously known as Trend Innovations Holding Inc) (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
3
AVAI BIO, INC.
Consolidated Balance Sheets
|
|
June 30, 2026 (Unaudited) |
|
March 31, 2026 | ||
| ASSETS | |||||
| Current Assets | |||||
| Cash and Cash Equivalents | $ | $ | |||
| Loan Receivable | |||||
| Prepaid Expenses | |||||
| Total Current Assets | |||||
| Other Assets | |||||
| Intangible Assets, Net (Note 6) | |||||
| Due from Subsidiaries | |||||
| Total Other Assets | |||||
| TOTAL ASSETS | $ | $ | |||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
| Liabilities | |||||
| Current Liabilities | |||||
| Accounts Payable | $ | $ | |||
| Convertible Notes Payable (Note 8) | |||||
| Loan Payable - Related Parties (Note 7) | |||||
| Loan Payable (Note 8) | |||||
| Total Current Liabilities | |||||
| Total Liabilities | |||||
| Stockholders’ Deficit | |||||
|
Preferred stock, $ par value, shares authorized; and common shares issued and outstanding respectively (Note 9) |
|||||
|
Preferred stock Series A, $0.001 par value, 5,000 shares authorized; 3,050 and 3,050 shares issued and outstanding, respectively (Note 9) |
|||||
|
Common stock, $ par value, shares authorized; and common shares issued and outstanding respectively (Note 9) |
|||||
| Additional Paid in Capital | |||||
| Accumulated Deficit | ( |
( | |||
| Total Stockholders’ Deficit | ( |
( | |||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | |||
The accompanying notes are an integral part of these unaudited financial statements.
4
AVAI BIO, INC.
Consolidated Statements of Operations
Three months ended June 30, 2026 and 2025
(Unaudited)
|
|
Three months ended June 30, 2026 |
|
Three months ended June 30, 2025 | |||
| REVENUE | $ | $ | ||||
| OPERATING EXPENSES | ||||||
| Amortization Expense | ||||||
| Consulting Services | ||||||
| General and Administrative Expenses | ||||||
| Marketing Expenses | ||||||
| Professional Fees | ||||||
| TOTAL OPERATING EXPENSES | ||||||
| OTHER INCOME (EXPENSES) | ||||||
| Discount on Convertible Note | ( |
|||||
| Interest Expense, Net | ( |
|||||
| Loss on Disposal of Subsidiary | ( |
|||||
| NET LOSS FROM OPERATIONS | $ | ( |
$ | ( | ||
| PROVISION FOR INCOME TAXES | ||||||
| NET LOSS | $ | ( |
$ | ( | ||
| COMPREHENSIVE LOSS | $ | ( |
$ | ( | ||
| NET LOSS PER SHARE: BASIC AND DILUTED | $ | ( |
$ | ( | ||
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
||||||
The accompanying notes are an integral part of these unaudited financial statements.
5
AVAI BIO, INC.
Consolidated Statements of Changes in Stockholders’ Deficit
Three months ended June 30, 2026 and 2025
(Unaudited)
| Preferred Stock | Total | ||||||||||||||
| Common Stock | Preferred Stock | Series A | Additional Paid-in | Accumulated | Stockholders’ | ||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | |||||||
| Balance, March 31, 2025 | $ | $ | 3,050 | $ | 15,250 | $ | $ | ( |
$ | ( | |||||
| Conversion of Accounts Payable into Common Shares | 147,720 | - | - | - | |||||||||||
| Net Loss for the Three Months | - | - | - | - | ( |
( | |||||||||
| Balance, June 30, 2025 | $ | |
$ | 3,050 | $ | 15,250 | $ | $ | ( |
$ | ( | ||||
| Balance, March 31, 2026 | $ | $ | 3,050 | $ | 15,250 | $ | $ | ( |
$ | ( | |||||
| Conversion of Accounts Payable into Common Shares | 705,313 | - | - | - | |||||||||||
| Net Loss for the Three Months | - | - | - | - | ( |
( | |||||||||
| Balance, June 30, 2026 | $ | $ | 3,050 | $ | 15,250 | $ | $ | ( |
$ | ( | |||||
The accompanying notes are an integral part of these unaudited financial statements.
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AVAI BIO, INC.
Consolidated Statements of Cash Flows
Three months ended June 30, 2026 and 2025
(Unaudited)
|
Three months ended June 30, 2026 |
Three months ended June 30, 2025 | ||||
| OPERATING ACTIVITIES | |||||
| Net Loss | $ | ( |
$ | ( | |
| Adjustments to reconcile Net Loss | |||||
| to net cash used in operations: | |||||
| Amortization | |||||
| Prepaid Expenses | ( |
||||
| Accounts Payable | |||||
| Net cash used in Operating Activities | ( |
( | |||
| INVESTING ACTIVITIES | |||||
| API Acquisition | $ | ( |
$ | ||
| Net cash used in Investing Activities | ( |
||||
| FINANCING ACTIVITIES | |||||
| Additional Paid in Capital | $ | $ | |||
| Capital Stock | |||||
| Convertible Notes Payable | ( | ||||
| Due from Subsidiaries | ( |
||||
| Loan from Related Parties | |||||
| Loan Payable | |||||
| Net cash provided by Financing Activities | |||||
| Net cash increase (decrease) for period | $ | $ | ( | ||
| Cash at beginning of period | $ | $ | |||
| Cash at end of period | $ | $ | |||
The accompanying notes are an integral part of these unaudited financial statements.
7
AVAI BIO, INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2026
(Unaudited)
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
Avai Bio, Inc. (f/k/a Avant Technologies Inc. and Trend Innovations Holding Inc.) is a technology company specializing in acquiring, creating, and developing innovative and advanced technologies utilizing artificial intelligence (AI) as well as providing a host of information technology consulting services. The Company considers itself a native expert in the field of information technology based on artificial intelligence. The Company’s key acquisitions include Avant! AI and a Joint Venture and License Agreement (the “License Agreement”) with Ainnova Tech Inc. These acquisitions provide the Company with resources in full-stack software development, database management, data integration, project management, and cloud services.
Avant’s mission is to provide innovative and effective AI solutions that transform businesses and positively impact society. Avant strives to push the boundaries of AI technology and empower organizations to achieve their full potential. We believe that our technology can provide a self-sustained system that prepares its data from unlabeled information (Unsupervised Clustering), and then analyzes it using various, proprietary, supervised learning techniques, thereby improving data efficiency. Unsupervised learning pre-processes and extracts meaningful features from raw or unlabeled data, preparing them as inputs for the supervised learning model. This process also facilitates True Learning from Experience. Unsupervised learning is utilized to learn relevant information from many source domains. This knowledge is then evaluated and applied to a related or different domain(s), where information might be in short supply. This represents a true learning capability. Avant can leverage the knowledge learned from the source domain to improve performance in the other domains, as well as Factual discovery/conclusion by learning data. Avant’s Unsupervised learning techniques, like clustering, help identify groups or patterns in the data, reaching conclusions. Then its supervised learning mechanism can create new datasets (information), which are used for further domains, improving classification and regression tasks. This feature is a true reasoning mechanism.
On February 3, 2026, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to change its corporate name from Avant Technologies, Inc. to Avai Bio, Inc. The Company’s trading symbol will remain “AVAI”, and its CUSIP number will remain 89487B100.
The Company’s name change was announced on FINRA’s Daily List on February 10, 2026, and became effective at the open of business on February 11, 2026. Following the effective date, the Company will operate under the name Avai Bio, Inc.
On May 23, 2023, the Company filed an application with the Financial Industry Regulation Authority in order to change the name and trading symbol of the Company. On July 18, 2023, FINRA announced the Company’s Name Change and Symbol Change, which became effective on July 19, 2023 on the OTC Markets. The Name Change and Symbol Change do not affect the rights of the Company’s security holders.
The Company’s securities will continue to be quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.
On March 6, 2023, the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of authorized shares of the Company’s common stock from 255,000,000 to 520,000,000 shares (the “Charter Amendment”) of which 500,000,000 shall be common stock, $0.001 par value per share, and 20,000,000 shall be preferred stock, $0.001 par value per share.
On June 28, 2019, the Company acquired Thy News LLC, an owner of a news application with feed from various sources that users can choose and customize. It is available for free download in Apple AppStore and Google Play Market. Users also will be able to subscribe for additional paid features that extend the functionality of the original app. At the moment of the first release, the app’s news database consisted of 24,000 processed news sources, and as of December 31, 2019 this amount increased for more 75,000 processed sources to a total of 99,000 processed sources. From January 1, 2020 to September 30, 2023 the Company acquired additional 50,000 processed sources. As of June 30, 2026, the Company had sold the app and no longer owns or operates it.
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Acquiring Avant! AI Assets
On April 3, 2023, the Company, entered into an Asset Purchase Agreement (“APA”) along with GBT Tokenize Corp. (“Seller”), which Seller developed and owns a proprietary system and method named Avant-Ai, which is a text-generation, deep learning self-training model that is working based on an innovative, unique concept which learns on its own and constantly enhances its information database with the advantage of unsupervised learning capabilities (the “System”). At closing, in consideration of acquiring the System, the Company shall issue to the Seller 26,000,000 common shares of the Company (the “Shares”).
Acquiring Instant Fame Assets
On April 3, 2023, the Company, entered into an Asset Purchase Agreement (“Treasure APA”) with Treasure Drive Ltd. (“TD”) pursuant to which the Company agreed to acquire a technology portfolio including certain source codes and pending patent applications which have applications in a variety of areas including creating systems and methods of facilitating digital rating and secured sales of digital works as well as core virtual reality platforms known as digital auction systems, rating and secure sales via open bid auctions (“Instant Fame Assets”). At closing, in consideration of the Instant Fame Assets, the Company shall issue to TD 5,000 convertible preferred shares of the Company with a stated valued at $5,000 per share each (the “Preferred Shares Series A”). The Preferred Shares Series A may be converted at the option of TD into the Company shares of common stock at a conversion price equal to a 5% discount to the weighted average closing price during the five (5) days prior of such conversion, and will include a 4.99% beneficial ownership limitation. The Preferred Shares Series A will have voting rights on an as converted and will be entitled to a payment equal to the stated value of the Preferred Shares Series A in the event of the Company liquidation only. In addition, the Company and Elentina Group, LLC (“Elentina”) entered into a Service Agreements in which Elentina, was engaged to provide certain capital markets services for a flat quarterly fee of $75,000 paid in shares of common stock (the “Elentina Common Stock”).
The Elentina Common Stock to be issued within five days of the first day of quarter during the term (i.e., January 1, April 1, July 1 and October 1). The Elentina Common Stock shall be fully earned upon issuance. The number of shares of Elentina Common Stock to be issued will be determined by dividing the quarterly fee of $75,000 by the Company’s ten (10) day VWAP, which shall at no point be less than $0.10 per share.
In connection with the offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 5,000 shares of its Preferred Stock of Series A.
Ainnova Tech Inc.
On November 8, 2024, the Company entered into a Joint Venture and License Agreement (the “License Agreement”) with Ainnova Tech Inc., which became effective as of November 11, 2024 (the “Effective Date”). Under the License Agreement, Avant and AINN formed a new Nevada limited liability company called “Ai-nova Acquistion Corp LLC” (“AAC”) on December 6, 2024, with its registered address at 701 S. Carson St. Suite 200, Carson City, NV 89701, USA, and contributed the proprietary rights to both North America (The United States and Canada) and Europe.
Ainnova Tech is an Artificial Intelligence company focused on healthcare that has developed software for early detection of diseases through retinal scans and an innovative device for automatic retinal imaging in an accessible way. Currently detecting Diabetic Retinopathy and other retinal diseases; where it maintains and supports the source codes of its proprietary technologies, including Vision AI (“Technology Portfolio”). AINN has developed a Health tech solution based on the Artificial Intelligence that is ready for commercialization, as well as certain derivative technologies, which will position AAC to further develop or license certain code sources in the United States, Canada and Europe. In addition to the Technology Portfolio, AINN will contribute the Vision AI technology, as well as all of the associated technology associated to Retina scanning, services and resources for the development of the Technology Portfolio, including licensing agreements to AAC.
AVAI will contribute all of the capital required by AAC`s formation and operation for the next twelve (12) months, not to exceed $20,000,000 USD in capital and its resources in exchange for the of common stock of AAC (“AAC Shares”). Avant will use its best efforts and also assist in arranging additional funding, as needed, at no cost to AINN. The ownership of AAC shall be 50% Avant and 50% AINN (each a “Member” and together, the “Members”).
The Distributions of profits
from AAC will be made to the Members as follows: first, AINN to receive the balance sheet value of its business contributed to AAC; second,
Avant to receive the capital it contributed to AAC; third, to AINN and Avant in accordance with their respective percentage ownership
interests. AAC will be governed and operated pursuant to the terms of a limited liability company agreement. The parties agreed to expand
the territories granted for the Technology Portfolio under the license to AAC to include the entire continental United States, Canada
and Europe. AAC will issue 2,000,000 shares of common stock of AAC. AAC is strategically
9
positioning its business and is seeking third parties to license, acquire, joint venture or enter such other strategic transaction with respect to the Technology Portfolio. Ai-Nova Acquisition Corp LLC was dissolved pursuant to a Mutual Agreement entered into between the Company and Ainnova Tech Inc. dated May 18, 2026.
KLOTHONOVA LLC
On September 15, 2025, the Company entered into a Joint Venture and License Agreement with SGAustria Pte. Ltd., a Singaporean company with registered number UEN 200901830C (the “Austrianova”), collectively referred to as the “Counterparties”, setting forth the principal terms of a Joint Venture and License Agreement (the “Agreement”). The Agreement sets forth the understanding of the Counterparties with respect to the formation of a new company, Klothonova Inc. (the “Klothonova”), and contribute the proprietary rights, know-how, resources and funding as described in the License Agreement.
Austrianova is a cutting-edge Biotech company based in Singapore embracing leading world quality standards to produce cell-based products. Austrianova’s expertise and technologies are backed up by more than 50 international peer reviewed publications, as well as by contracts from leading pharmaceutical and biotech companies. Austrianova’s scientists are experts in cell biology, GMP-grade cell products and encapsulation of living cells. Austrianova has developed a proprietary cell encapsulation technology to protect, isolate, store, and transport living cells, as well as oXering cell line development and GMP Manufacturing capabilities and expertise and it intends to contribute its intellectual property, know- how, and resources to Klothonova to achieve the purposes of the Agreement.
AVAI will contribute all of the resources and capital required by Klothonova, Inc’s formation and operation for the next eighteen (18) months, not to exceed $1.5 million USD in capital and its resources in exchange for the common stock of Klothonova. AVAI will use its best efforts to assist in arranging additional funding as needed, as described in the Agreement, at no cost to Austrianova.
The ownership of Klothonova shall be 50% AVAI and 50% Austrianova. The Klothonova will be governed and operated pursuant to the terms of a limited liability company agreement.
INSULINOVA LLC
On November 1, 2025, the Company entered into a Joint Venture and License Agreement with SGAustria Pte. Ltd., a Singaporean company with registered number UEN 200901830C (the “Austrianova”), collectively referred to as the “Parties”, setting forth the principal terms of a Joint Venture and License Agreement (the “Agreement”). The Agreement sets forth the understanding of the Parties with respect to the formation of a new Joint Venture called Insulinova, Inc. (the “Insulinova”), and contribute the proprietary rights, know-how, resources and funding as described in the License Agreement.
Austrianova is a cutting-edge Biotech company based in Singapore embracing leading world quality standards to produce cell-based products. Austrianova’s expertise and technologies are backed up by more than 50 international peer reviewed publications, as well as by contracts from leading pharmaceutical and biotech companies. Austrianova’s scientists are experts in cell biology, GMP-grade cell products and encapsulation of living cells. Austrianova has developed a proprietary cell encapsulation technology to protect, isolate, store, and transport living cells, as well as offering cell line development and GMP Manufacturing capabilities and expertise and it intends to contribute its intellectual property, know- how, and resources to Insulinova to achieve the purposes of the Agreement.
AVAI will contribute all of the resources and capital required by Insulinova, Inc’s formation and operation for the next eighteen (18) months, not to exceed $1.5 million USD in capital and its resources in exchange for the common stock of Insulinova. AVAI will use its best efforts to assist in arranging additional funding as needed, as described in the Agreement, at no cost to Austrianova.
The ownership of Insulinova shall be 50% AVAI and 50% Austrianova. The Insulinova will be governed and operated pursuant to the terms of a limited liability company agreement.
Note 2 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which contemplate continuation of the Company as a going concern. The Company had recurring losses as of June 30, 2026, and has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
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Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying condensed financial statements have been prepared by the Company in accordance with GAAP without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows as of June 30, 2026, and for the related periods presented. The results for the three months ended June 30, 2026, are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2026, filed with the Securities and Exchange Commission.
The Company’s year-end is March 31.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Segment Reporting
Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280)”, provides improvements to reportable segment disclosure requirements through amendments that require disclosure of significant segment expenses and other segment items on an interim and annual basis and requires all annual disclosures about a reportable segment’s profit or loss and assets to be made on an interim basis. The standard also requires the disclosure of the chief operating decision maker’s (“CODM”) title and position 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 clarifies that if the CODM uses more than one measure in assessing segment performance and deciding how to allocate resources, a company may report the additional segment profit or loss measure(s) and that companies with a single reportable segment must provide all disclosures required by this amendment.
Cash and Cash Equivalents
The
Company considers
all highly liquid
investments
with original
maturities of
three months
or less to be cash
equivalents.
The Company had $
Prepaid Expenses
Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense. Prepaid Expenses are recorded at fair market value.
The Company had $
Loan Receivable
Loans receivable from third parties are stated at unpaid principal balances, adjusted for any deferred fees or costs and reduced by an allowance for credit losses, when applicable. The Company monitors collectability and considers borrower-specific facts, collateral, and other relevant information in estimating expected credit losses. Interest income is recognized over the term of the loan, and loans are charged off when management determines they are uncollectible.
Depreciation, Amortization, and Capitalization
The Company records depreciation and amortization when appropriate using straight-line method over the estimated useful life of the assets. We estimate that the useful life of equipment is 5 years and intangible assets is from 1 to 5 years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income.
Application Development Costs
The Company follows the provisions of Accounting Standards Codification (“ASC”) 985, “Software”, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established. The Company capitalizes all eligible software costs incurred once technological feasibility is established. The Company amortizes these costs using the straight-line method over a period from one to five years, which is the remaining estimated economic life of the costs. At the end of each reporting period, the Company writes down any excess of the unamortized balance over the net realizable value.
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Website Development Costs
The Company amortizes these costs using the straight-line method over a period of one year, which is the remaining estimated economic life of the costs. At the end of each reporting period, the Company writes down any excess of the unamortized balance over the net realizable value.
Foreign Currency Translation
The Company considers the U.S. dollar to be its functional currency as it is the currency of the primary economic environment in which the Company operates. All assets, liabilities, revenues and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. All exchange gains and losses are included in operations.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Revenue Recognition
The Company adopted ASC 606. ASC 606, “Revenue from Contracts with Customers”, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.
The Company has assessed the impact of the guidance by performing the following five steps analysis:
Step 1: Identify the contract
Step 2: Identify the performance obligations
Step 3: Determine the transaction price
Step 4: Allocate the transaction price
Step 5: Recognize revenue
Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue.
Revenue from supplies of consulting services is recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the services are collected by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and historical experience and are provided for in the same period as the related revenues are recorded. Based on limited operating history, management estimates that there was no sales return for the period reported.
The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the period from November 6, 2017 (inception) through June 30, 2026, there were no potentially dilutive debt or equity instruments issued or outstanding.
Comprehensive Income (Loss)
Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the three months ended June 30, 2026 and 2025, there was no difference between our net loss and comprehensive loss.
Accounting Standards Adopted in 2026
In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness of income tax disclosures. ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company adopted ASU 2023-09 during the year ended March 31, 2026, and there was no significant impact.
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Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
Note 4 – OPERATING SEGMENTS
The Company’s CODM is the Chief Executive Officer (the “CEO”). The CODM reviews consolidated operating results, cash flow forecasts, and major expense categories across the Company, without distinguishing separate business segments, to evaluate performance and allocate resources. As a result, the Company continues to operate as a single reportable segment. There are no segment operating expenses that require disclosure other than the expense categories presented on the consolidated statements of operations.
Note 5 – FIXED ASSETS
As of June 30, 2026, our fixed assets comprised of
$
Note 6 – INTANGIBLE ASSETS
During the year ended March 31, 2019, the Company capitalized website development costs for $8,361. Accumulated amortization expense of website development costs was $8,361 as of June 30, 2026.
In June 2019 the Company capitalized mobile application development costs for $97,400. During the year ended March 31, 2024, the Company capitalized mobile application development update costs for $29,450. As of June 30, 2026, the total amount of capitalized mobile application development costs was $126,850. Accumulated amortization expense of application development was $126,850 as of June 30, 2026.
In December 2019 and March 2020, the Company purchased an RSS Database. As of June 30, 2026, the total amount of RSS Database was $149,000. Accumulated amortization expense of RSS Database was $149,000 as of June 30, 2026.
In April 2023, the Company acquired Avant! AI™ and Instant FAME™ technologies. As of June 30, 2026, the total amount of the acquired assets was $124,000 and $25,000, respectively. Accumulated amortization expense of Avant! AI™ was $39,267 as of June 30, 2026. Accumulated amortization expense of Instant FAME™ was $7,917 as of June 30, 2026.
During the year ended March 31, 2024, the Company capitalized chatbot development costs for $4,060. Accumulated amortization expense of chatbot development costs was $4,060 as of June 30, 2026.
In June 2026, the Company capitalized Wellness Assessment Application Programming Interface (“API”) acquisition costs for $58,600. Accumulated amortization expense of the API costs was $1,519 as of June 30, 2026.
The Company had the following intangible assets as of June 30, 2026 and March 31, 2026:
| As of June 30, 2026 | As of March 31, 2026 | |||
| Avant! AI™ | $ | 124,000 | $ | 124,000 |
| Chatbot Developments | 4,060 | 4,060 | ||
| Wellness Assessment API | 58,600 | - | ||
| Instant FAME™ | 25,000 | 25,000 | ||
| Mobile Application Development Costs | 126,850 | 126,850 | ||
| RSS Database | 149,000 | 149,000 | ||
| Website Development | 8,361 | 8,361 | ||
| Accumulated Amortization | (336,973) | (331,729) | ||
| Total Intangible Assets, Net | $ | $ | ||
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Note 7 – RELATED PARTY TRANSACTIONS
Loan Payable - Related Party
As of June 30, 2026, our secretary, Natalija Tunevic,
has loaned to the Company $
As of June 30, 2026, our director, Vitalis Racius,
has loaned to the Company $
During the year ended March 31, 2026, our shareholder,
Marieta Seiranova, has loaned to the Company $
As of June 30, 2026, our shareholder, Mehrabian Investments
LLC, has loaned to the Company $
As of June 30, 2026, our shareholder, IGOR 1 CORP,
has loaned to the Company $
During the year ended March 31, 2020, the Company’s
subsidiary, Thynews Tech LLC, received advances from its related parties totaling $
Note 8 – THIRD PARTY TRANSACTIONS
Convertible Notes
1800 Diagonal Lending LLC
On October 2, 2023, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC (“DL”) pursuant to which the Company issued to DL a Convertible Promissory Note (the “October 2023 DL Convertible Note”) in the aggregate principal amount of $126,000 for a purchase price of $105,000. The October 2023 DL Convertible Note has a maturity date of March 2, 2025 and the Company has agreed to pay interest on the unpaid principal balance of the DL Convertible Note at the rate of eight percent (8.0%) per annum from the date on which the October 2023 DL Convertible Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the October 2023 DL Convertible Note, provided it makes a payment including a prepayment to DL as set forth in the October 2023 DL Convertible Note. The outstanding principal amount of the DL Convertible Note may not be converted prior to the period beginning on the date that is 180 days following the date the DL Convertible Note is issued. Following the 180th day, DL may convert the DL Convertible Note into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price during the 20-day period preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default (as defined in the DL Convertible Note), the DL Convertible Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Convertible Note. In no event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company. On April 2, 2024, the Company paid off the October 2023 DL Convertible Note, including principal and interest, in cash for $137,549.
Red Road Holdings Corporation
On December 18, 2024, the Company entered into a Securities
Purchase Agreement and issued a Promissory Note (the “Note”), under which the Company has agreed to pay Red Road Holdings
Corporation, a Virginia corporation, or its registered assigns (the “Holder”), the sum of $179,400.00, along with any interest
as specified in the Note, on or before October 30, 2025 (the “Maturity Date”). Interest will accrue on the unpaid principal
balance from the Issue Date, in accordance with the terms set forth in the Note. The Note may not be prepaid in whole or in part, except
as explicitly allowed therein. Any outstanding principal or interest not paid when due will bear Default Interest at a rate of 22% per
annum from the due date until payment is made in full. All payments due under the Note, to the extent not converted into the Company’s
common stock (par value $0.001 per share), shall be made in lawful money of the United States
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of America. Payments will be made to such address as the Holder may designate in writing. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement dated December 18, 2024, under which this Note was originally issued. As of October 30, 2025, the Company paid off this Note, including principal and interest, in cash for $200,928.
On January 27, 2025, the Company entered into a Securities Purchase Agreement and executed a Promissory Note (the “Note”), under which the Company has agreed to pay to Red Road Holdings Corporation, a Virginia corporation, or its registered assigns (the “Holder”), the sum of $93,150, together with any interest as specified in the Note, on or before November 30, 2025 (the “Maturity Date”). Interest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the Securities Purchase Agreement dated the same date as this Note, under which the Note was originally issued. As of December 31, 2025, the Company paid off this Note, including principal and interest, in cash for $104,328.
On March 14, 2025, the Company entered into a Securities Purchase Agreement and executed a Promissory Note (the “Note”), under which the Company has agreed to pay to Red Road Holdings Corporation, a Virginia corporation, or its registered assigns (the “Holder”), the sum of $93,725, together with any interest as specified in the Note, on or before January 15, 2026 (the “Maturity Date”). Interest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the Securities Purchase Agreement dated the same date as this Note, under which the Note was originally issued. As of January 14, 2026, the Company paid off this Note, including principal and interest, in cash for $104,972.
Boot Capital LLC
On June 30, 2025 (the “Effective Date”), the Company entered into a Securities Purchase Agreement (the “SPA”) and executed a Promissory Note (the “Note”), under which the Company has agreed to pay to Boot Capital LLC, a Delaware limited liability company, or its registered assigns (the “Holder”), the sum of $128,800 together with any interest as specified in the Note, on or before April 30, 2026 (the “Maturity Date”). Interest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the SPA dated the same date as this Note, under which the Note was originally issued. As of June 30, 2026, the Company paid off this Note, including principal and interest, in cash for $128,800.
On January 7, 2026 (the “Effective Date”), the Company entered into a Securities Purchase Agreement (the “SPA”) and executed a Promissory Note (the “Note”), under which the Company has agreed to pay to Boot Capital LLC, a Delaware limited liability company, or its registered assigns (the “Holder”), the sum of $128,800 together with any interest as specified in the Note, on or before October 15, 2026 (the “Maturity Date”). Interest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the SPA dated the same date as this Note, under which the Note was originally issued. As of June 30, 2026, this Note remained outstanding.
Vanquish Funding Group Inc.
On June 30,
2025, the Company entered into another Securities Purchase Agreement (the “SPA”) and issued another Promissory Note (the “Note”),
under which the Company has agreed to pay to Vanquish Funding Group Inc., a Virginia corporation, or its registered assigns (the “Holder”),
the sum of $202,215 together with any interest as specified in the Note, on or before April 30, 2026 (the “Maturity Date 2”).
Interest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may
not be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments,
a Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to
the extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in U.S. dollars.
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Payments will be made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the SPA dated the same date as this Note, under which the Note was originally issued. As of June 30, 2026, the Company paid off this Note, including principal and interest, in cash for $202,215.
On September 19, 2025, the Company entered into another Securities Purchase Agreement (the “SPA”) and issued another Promissory Note (the “Note”), under which the Company has agreed to pay to Vanquish Funding Group Inc., a Virginia corporation, or its registered assigns (the “Holder”), the sum of $170,016 together with any interest as specified in the Note, on or before June 30, 2026 (the “Maturity Date 2”). Interest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the SPA dated the same date as this Note, under which the Note was originally issued. As of June 30, 2026, the Company paid off this Note, including principal and interest, in cash for $170,016
On January 7, 2026, the Company entered into another Securities Purchase Agreement (the “SPA”) and issued another Promissory Note (the “Note”), under which the Company has agreed to pay to Vanquish Funding Group Inc., a Virginia corporation, or its registered assigns (the “Holder”), the sum of $266,616 together with any interest as specified in the Note, on or before October 15, 2026 (the “Maturity Date 2”). Interest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the SPA dated the same date as this Note, under which the Note was originally issued. As of June 30, 2026, the Company partially repaid this Note, in cash for $133,308.
On April 9, 2026, the Company entered into another Securities Purchase Agreement (the “SPA”) and issued another Promissory Note (the “Note”), under which the Company has agreed to pay to Vanquish Funding Group Inc., a Virginia corporation, or its registered assigns (the “Holder”), the sum of $202,215 together with any interest as specified in the Note, on or before January 30, 2027 (the “Maturity Date 2”). Interest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the SPA dated the same date as this Note, under which the Note was originally issued. As of June 30, 2026, this Note remained outstanding.
On May 26, 2026, the Company entered into another Securities Purchase Agreement (the “SPA”) and issued another Promissory Note (the “Note”), under which the Company has agreed to pay to Vanquish Funding Group Inc., a Virginia corporation, or its registered assigns (the “Holder”), the sum of $202,215 together with any interest as specified in the Note, on or before March 30, 2027 (the “Maturity Date 2”). Interest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the SPA dated the same date as this Note, under which the Note was originally issued. As of June 30, 2026, this Note remained outstanding.
Oleg Sapojnicov
On May 3, 2021, Natalija Tunevic, assigned her $25,000 loan to Mr. Oleg Sapojnicov. A conversion clause was added to the Note, pursuant to which, the $25,000 loan is convertible, at any time after six months, at the discretion of Mr. Oleg Sapojnicov, into shares of the Company’s Common Stock at a fixed conversion price of $0.01 per share. On March 16, 2026, the Company issued 2,500,000 common shares in exchange for this note in the amount of $25,000.
Proforce LLC
Pursuant to the Asset Purchase Agreement and Intellectual
Property Assignment dated May 28, 2026, the Company acquired the Wellness Assessment API from the seller. The acquisition was completed
on June 3, 2026, when ownership of the Wellness Assessment API was transferred to the Company. As consideration, the Company issued a
two-year Promissory Note in the principal amount of $58,600 to Proforce LLC, bearing interest at 7% per
annum and maturing on June 2, 2028. The Promissory Note also provides the holder with the option to convert the outstanding principal
and accrued interest into shares of the Company's common stock at a fixed conversion price. As of June 30, 2026, this Note remained outstanding.
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Loan Payable
As of June 30, 2026, Elentina Group LLC, has loaned to the Company $689,000, of which $689,000 was advanced to the Company for the Company's operating expenses. Interest at an annual rate of 5% has been accrued on the outstanding principal, resulting in total debt of $706,285 as of June 30, 2026. This loan is unsecured and repayable on demand at any time prior to its stated maturity date of June 30, 2027. There are no prepayment penalties or fees associated with early repayment.
As of June 30, 2026, SAPA INVESTMENTS LLC, has loaned to the Company $50,000, of which $50,000 was advanced to the Company for the Company's operating expenses. This loan is unsecured, bears interest at a rate of 7% per annum, and repayable on demand at any time prior to its stated maturity date of June 30, 2027. There are no prepayment penalties or fees associated with early repayment.
Issuance of Shares
On February 12, 2024, the Company entered into a Services Agreement with PCG Advisory, Inc., a New York corporation, to receive certain services in the areas of investor relations, strategic advisory and digital strategies in exchange for the issuance of 200,000 shares of common stock. On March 22, 2024, the Company revised and re-signed the Services Agreement dated February 12, 2024, with PCG Advisory, Inc., a New York corporation, to receive certain services in the areas of investor relations, strategic advisory and digital strategies, with the compensation revised to 150,000 shares of common stock. On March 22, 2024, the Company authorized and approved the issuance of 150,000 shares of Common Stock as compensation to PCG Advisory, Inc., a New York corporation, in exchange for their services. On May 29, 2024, the Company cancelled the issuance to PCG Advisory, Inc.
The Company and Elentina Group, LLC (“Elentina”) entered into a Service Agreements in which Elentina, was engaged to provide certain capital markets services for a flat quarterly fee of $75,000 paid in shares of common stock (the “Elentina Common Stock”). The Elentina Common Stock to be issued within five days of the first day of quarter during the term (ie January 1, April 1, July 1 and October 1). The Elentina Common Stock shall be fully earned upon issuance. The number of shares of Elentina Common Stock to be issued will be determined by dividing the quarterly fee of $75,000 by the Company’s ten (10) day VWAP, which shall at no point be less than $0.10 per share. On August 9, 2024, the Company issued 527,002 common shares for cancelation of $375,000 debt for the consulting services provided.
On November 12, 2024, the Company’s Board of Directors authorized the issuance of 5,000,000 shares of Common Stock to settle the outstanding debt of $50,000 owed to Jurgita Bizonaite.
On November 27, 2023, the Company approved the initiative from Treasure Drive Ltd. to convert and transfer part of Series A Preferred Stock shares in the amount of 1,950 Series A Preferred Stock shares into 26,973,528 shares of Common Stock of the Corporation to third parties in compliance with the Asset Purchase Agreement dated April 3, 2023, along with the Annex A “Notice of Conversion”.
Note 9 – STOCKHOLDERS’ EQUITY
On March 6, 2023, the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of authorized shares of the Company’s common stock from 255,000,000 to 520,000,000 shares (the “Charter Amendment”) of which 500,000,000 shall be common stock, $0.001 par value per share, and 20,000,000 shall be blank check preferred stock, $0.001 par value per share. The term "blank check" refers to preferred stock, the creation and issuance of which is authorized in advance by the stockholders and the terms, rights and features of which are determined by the Board upon issuance. The authorization of such blank check preferred stock would permit the Board to authorize and issue preferred stock from time to time in one or more series.
Preferred Stock
The Company has 20,000,000, $0.001 par value shares of preferred stock authorized as of June 30, 2026.
On November 21, 2023, the Company issued 3,000,000 shares of preferred stock in exchange for 3,000,000 shares of common stock.
On December 1, 2023, the Company issued 2,000,000 shares of preferred stock as bonuses to officers of the Company.
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On August 1, 2024, the Company issued 1,300,000 shares of preferred stock in exchange for 1,300,000 shares of common stock.
There were
Preferred Stock Series A
The Company has 5,000, $0.001 par value shares of preferred stock series A authorized as of June 30, 2026.
In April 2023, the Company issued 5,000 shares of preferred stock series A for InstantFAME™ acquisition.
On November 27, 2023, the Company converted 1,950 series A preferred stock shares into 26,973,528 shares of Common Stock.
There were
Common Stock
The Company has 500,000,000, $0.001 par value shares of common stock as of June 30, 2026.
On July 25, 2024, the Company issued 5,517,000 common shares for cancelation of $306,500 payroll debt.
On July 26, 2024, the Company issued 140,534 common shares for cancelation of $101,739 debt for the consulting services provided.
On August 1, 2024, the Company issued 1,300,000 shares of preferred stock, featuring a 1:5 voting right, in exchange for 1,300,000 shares of common stock.
On August 9, 2024, the Company issued 527,002 common shares for cancelation of $375,000 debt for the consulting services provided.
On September 4, 2024, the Company issued 9,900,000 common shares for cancelation of $99,000 debt obligation.
On September 6, 2024, the Company issued 70,000 common shares for cancelation of $12,000 payroll debt.
On November 12, 2024, the Company issued 5,000,000 common shares for cancelation of $50,000 debt obligation.
On November 13, 2024, the Company issued 192,138 common shares for cancelation of $60,000 debt for the consulting services provided.
On November 20, 2024, the Company issued 67,000 common shares for cancelation of $22,164 payroll debt.
On February 13, 2025, the Company issued 131,933 common shares for cancelation of $60,000 debt for the consulting services provided.
On March 3, 2025, the Company issued 100,000 common shares for cancelation of $47,656 payroll debt.
On April 30, 2025, the Company issued 147,720 common shares for cancelation of $60,000 debt for the consulting services provided.
On July 24, 2025, the Company issued 118,232 common shares for cancelation of $60,000 debt for the consulting services provided.
On September 18, 2025, the Company issued 200,000 common shares for cancelation of $83,718 payroll debt.
On October 1, 2025, the Company issued 202,068 common shares for cancelation of $60,000 debt for the consulting services provided.
On January 6, 2026, the Company issued 220,719 common shares for cancelation of $60,000 debt for the consulting services provided.
On March 16, 2026, the Company issued 2,500,000 common shares in exchange for convertible notes in the amount of $25,000.
On March 30, 2026, the Company issued 12,459,000 common shares for cancelation of $149,508 related party loan.
On April 6, 2026, the Company issued 205,313 common shares for cancelation of $60,000 debt for the consulting services provided.
On June 12, 2026, the Company issued 300,000 common shares for cancelation of $36,000 debt for the consulting services provided.
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On June 30, 2025, the Company issued 200,000 common shares for cancelation of $ $48,630 payroll debt.
There were
Warrants
No warrants were issued or outstanding as of June 30, 2026.
Stock Options
The Company has never adopted a stock option plan and has never issued any stock options.
Note 10 – COMMITMENTS AND CONTINGENCIES
On November 21, 2023, the Company executed Amendments to Compensation Agreements effective as of December 1, 2023. Pursuant to these amendments, Ivan Lunegov, Vitalis Racius and Natalija Tunevic will receive annual base compensation amounts of $400,000, $200,000 and $50,000 respectively.
On September 15, 2025, the Company entered into a Joint Venture and License Agreement with SGAustria Pte. Ltd., a Singaporean company with registered number UEN 200901830C (the “Austrianova”), collectively referred to as the “Counterparties”, setting forth the principal terms of a Joint Venture and License Agreement (the “Agreement”). The Agreement sets forth the understanding of the Counterparties with respect to the formation of a new company, Klothonova Inc. (the “Klothonova”), and contribute the proprietary rights, know-how, resources and funding as described in the License Agreement. AVAI will contribute all of the resources and capital required by Klothonova, Inc’s formation and operation for the next eighteen (18) months, not to exceed $1.5 million USD in capital and its resources in exchange for the common stock of Klothonova. AVAI will use its best efforts to assist in arranging additional funding as needed, as described in the Agreement, at no cost to Austrianova. The ownership of Klothonova shall be 50% AVAI and 50% Austrianova. The Klothonova will be governed and operated pursuant to the terms of a limited liability company agreement.
On November 1, 2025, the Company entered into a Joint Venture and License Agreement with SGAustria Pte. Ltd., a Singaporean company with registered number UEN 200901830C (the “Austrianova”), collectively referred to as the “Parties”, setting forth the principal terms of a Joint Venture and License Agreement (the “Agreement”). The Agreement sets forth the understanding of the Parties with respect to the formation of a new Joint Venture called “Insulinova, Inc.” (the “Insulinova”), and contribute the proprietary rights, know-how, resources and funding as described in the License Agreement. AVAI will contribute all of the resources and capital required by Insulinova, Inc’s formation and operation for the next eighteen (18) months, not to exceed $1.5 million USD in capital and its resources in exchange for the common stock of Insulinova. AVAI will use its best efforts to assist in arranging additional funding as needed, as described in the Agreement, at no cost to Austrianova. The ownership of Insulinova shall be 50% AVAI and 50% Austrianova. The Insulinova will be governed and operated pursuant to the terms of a limited liability company agreement.
Note 11 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to June 30, 2026, through the date these financial statements were issued, and has determined that there were no material subsequent events to disclose in these financial statements.
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ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
The following discussion should be read in conjunction with our financial statements and related notes included elsewhere in this report. In addition to historical information, this discussion includes forward-looking information that involves risks and assumptions, which could cause actual results to differ materially from management’s expectations. See “Forward-Looking Statements” included in this report.
In this Quarterly report, references to “AVANT” “AVAI” “TREND”, “TREN”, or “the Company,” or “we,” or “us,” and “our” refer to Avai Bio, Inc. (f/k/a Avant Technologies Inc. and Trend Innovations Holding Inc.). Except for the historical information contained herein, some of the statements in this report contain forward-looking statements that involve risks and uncertainties. These statements are found in the sections entitled “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk.” They include statements concerning: our business strategy; expectations of market and customer response; liquidity and capital expenditures; future sources of revenues; expansion of our proposed product line; and trends in industry activity generally. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expect,” “plan,” “could,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “goal,” or “continue” or similar terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including, but not limited to, the risks outlined under “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For example, assumptions that could cause actual results to vary materially from future results include, but are not limited to our ability to successfully develop and market our products to customers; our ability to generate customer demand for our products in our target markets; the development of our target markets and market opportunities; our ability to manufacture suitable products at a competitive cost; market pricing for our products and for competing products; the extent of increasing competition; technological developments in our target markets and the development of alternate, competing technologies in them; and sales of shares by existing shareholders. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.
This section of the report should be read together with Footnotes of the Company audited financials for the year ended March 31, 2026, the unaudited statements of operations for the three months ended June 30, 2026 and 2025 are compared in the sections below.
Business Description
Overview
Avai Bio, Inc. (f/k/a Avant Technologies Inc. and Trend Innovations Holding Inc.) is a technology company specializing in acquiring, creating, and developing innovative and advanced technologies utilizing artificial intelligence (AI) as well as providing a host of information technology consulting services. The Company considers itself a native expert in the field of information technology based on artificial intelligence. The Company’s key acquisitions include Avant! AI and a Joint Venture and License Agreement (the “License Agreement”) with Ainnova Tech Inc. These acquisitions provide the Company with resources in full-stack software development, database management, data integration, project management, and cloud services.
Avant’s mission is to provide innovative and effective AI solutions that transform businesses and positively impact society. Avant strives to push the boundaries of AI technology and empower organizations to achieve their full potential. We believe that our technology can provide a self-sustained system that prepares its data from unlabeled information (Unsupervised Clustering), and then analyzes it using various, proprietary, supervised learning techniques, thereby improving data efficiency. Unsupervised learning pre-processes and extracts meaningful features from raw or unlabeled data, preparing them as inputs for the supervised learning model. This process also facilitates True Learning from Experience. Unsupervised learning is utilized to learn relevant information from many source domains. This knowledge is then evaluated and applied to a related or different domain(s), where information might be in short supply. This represents a true learning capability. Avant can leverage the knowledge learned from the source domain to improve performance in the other domains, as well as Factual discovery/conclusion by learning data. Avant’s Unsupervised learning techniques, like clustering, help identify groups or patterns in the data, reaching conclusions. Then its supervised learning mechanism can create new datasets (information), which are used for further domains, improving classification and regression tasks. This feature is a true reasoning mechanism.
On February 3, 2026, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to change its corporate name from Avant Technologies, Inc. to Avaí Bio, Inc. The Company’s trading symbol will remain “AVAI”, and its CUSIP number will remain 89487B100.
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The Company’s name change was announced on FINRA’s Daily List on February 10, 2026, and became effective at the open of business on February 11, 2026. Following the effective date, the Company will operate under the name Avai Bio, Inc.
On May 23, 2023, the Company filed an application with the Financial Industry Regulation Authority in order to change the name and trading symbol of the Company. On July 18, 2023, FINRA announced the Company’s Name Change and Symbol Change, which became effective on July 19, 2023 on the OTC Markets. The Name Change and Symbol Change do not affect the rights of the Company’s security holders.
The Company’s securities will continue to be quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.
On March 6, 2023, the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of authorized shares of the Company’s common stock from 255,000,000 to 520,000,000 shares (the “Charter Amendment”) of which 500,000,000 shall be common stock, $0.001 par value per share, and 20,000,000 shall be preferred stock, $0.001 par value per share.
On June 28, 2019, the Company acquired Thy News LLC, an owner of a news application with feed from various sources that users can choose and customize. It is available for free download in Apple AppStore and Google Play Market. Users also will be able to subscribe for additional paid features that extend the functionality of the original app. At the moment of the first release, the app’s news database consisted of 24,000 processed news sources, and as of December 31, 2019 this amount increased for more 75,000 processed sources to a total of 99,000 processed sources. From January 1, 2020 to September 30, 2023 the Company acquired additional 50,000 processed sources. As of June 30, 2026, the Company had sold the app and no longer owns or operates it.
Acquiring Avant! AI Assets
On April 3, 2023, the Company, entered into an Asset Purchase Agreement (“APA”) along with GBT Tokenize Corp. (“Seller”), which Seller developed and owns a proprietary system and method named Avant-Ai, which is a text-generation, deep learning self-training model that is working based on an innovative, unique concept which learns on its own and constantly enhances its information database with the advantage of unsupervised learning capabilities (the “System”). At closing, in consideration of acquiring the System, the Company issued to the Seller 26,000,000 common shares of the Company (the “Shares”). The Shares will be restricted per Rule 144 as promulgated under the Securities Act of 1933, as amended (the “1933 Act”) and Seller agreed to a lock-up period of nine (9) months following closing (the “Lock Up Term”).
Acquiring Instant Fame Assets
On April 3, 2023, the Company, entered into an Asset Purchase Agreement (“Treasure APA”) with Treasure Drive Ltd. (“TD”) pursuant to which the Company agreed to acquire a technology portfolio including certain source codes and pending patent applications which have applications in a variety of areas including creating systems and methods of facilitating digital rating and secured sales of digital works as well as core virtual reality platforms known as digital auction systems, rating and secure sales via open bid auctions (“Instant Fame Assets”). At closing, in consideration of the Instant Fame Assets, the Company issued TD 5,000 shares of Series A Preferred Stock of the Company with a stated valued at $5,000 per share each (the “Preferred Shares Series A”). The Preferred Shares Series A may be converted at the option of TD into the Company shares of common stock at a conversion price equal to a 5% discount to the weighted average closing price during the five (5) days prior of such conversion, and will include a 4.99% beneficial ownership limitation. The Preferred Shares Series A will have no voting rights and will be entitled to a payment equal to the stated value of the Preferred Shares Series A in the event of the Company liquidation only.
In addition, the Company and Elentina Group, LLC (“Elentina”) entered into a Service Agreements in which Elentina, was engaged to provide certain capital markets services for a flat quarterly fee of $75,000 paid in shares of common stock (the “Elentina Common Stock”). The Elentina Common Stock to be issued within five days of the first day of quarter during the term (ie January 1, April 1, July 1 and October 1). The Elentina Common Stock shall be fully earned upon issuance. The number of shares of Elentina Common Stock to be issued will be determined by dividing the quarterly fee of $75,000 by the Company’s ten (10) day VWAP, which shall at no point be less than $0.10 per share.
In connection with the offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 5,000 shares of its Preferred Stock of Series A.
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Acquiring Wired4Health Assets (Divested)
On April 5, 2024, the Company, entered into an Asset Purchase Agreement (“W4H APA”) with Wired4Health, Inc. (“Seller” or “W4H”), pertaining to certain technology assets, providing full-stack software development, database management, data integration, project management and cloud services resources. The assets being acquired include an agreement and amendments between W4H and Sentry Data Systems/Craneware, an agreement between W4H and Respec, Inc., agreements between W4H and all of its employees and contractors assigned to Sentry Data Systems/Craneware and Respec, Inc. customer accounts, Website and Internet Domain Name, Wired4Health.com and all of its content (the “Website“), and any other rights associated with the Website, including, without limitation, any intellectual property rights, all related domains, logos, customer lists and agreements, email lists, passwords, usernames and trade names, and all of the related social media accounts, if any, and any other associated rights, etc. (the “W4H Assets”). At closing, in consideration of acquiring the Assets, the Company issued Seller an amortizing secured promissory note in the principal amount of $1,200,000 (“Secured Note”) of the Company’s Series B Convertible Preferred Stock with a stated value of $1,000,000 (the “Preferred Stock”) The Secured Note is payable by the Company to the Seller in 24 equal monthly installments of principal and interest in the amount of $52,427 on the first day of each month, beginning on the first day of the month following the closing of the transaction and continuing on the first day of each consecutive month thereafter until the note is fully paid, but in no case less than two billing cycles of W4H activity. The Secured Note bears interest of five percent (5%) per annum accrued monthly (0.42% per month on the outstanding principal balance).
The Preferred Stock Series B has an aggregate stated value of $1,000,000, where the conversion price is equal to the lesser of $1.00 per share each, on a fully diluted basis, or the volume-weighted average market price (VWAP) of the Company’s common stock as traded on the OTC Markets for the most recent 30 days prior to deal closure (the “Conversion Price”). Conversion will include a 4.99% beneficial ownership limitation and a leak out agreement allowing daily sales to not exceed 25% of the total daily volume.
The Secured Note is secured by the Assets pursuant to the terms of a Security Agreement which, among other things, will authorize the Seller to file a UCC1 Financing Statement in the State of Nevada. As of the date hereof, the Company is obligated on approximately $1,200,000 face amount of Secured Notes issued to the Seller. The Secured Note is a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company. Effective May 7, 2024, in connection with the offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 1,000,000 shares of its preferred stock.
On September 9, 2024, the Company entered into a Cancellation Agreement with Wired4Health, Inc. ("W4H"), a Florida corporation, mutually agreeing to terminate the Asset Purchase Agreement ("APA") dated April 5, 2024, between the two parties. The APA, originally executed on April 5, 2024, between Avant and Wired4Health, pertained to the acquisition of certain technology assets, including agreements with Sentry Data Systems/Craneware, Respec, Inc., and other intellectual property rights related to Wired4Health's business operations. In consideration for the acquisition, Avant had agreed to pay Wired4Health $2,200,000, partially through a secured promissory note and preferred stock. As of September 9, 2024, both parties agreed to cancel and nullify the original APA under the following terms:
1. Termination of the Original Agreement: The APA dated April 5, 2024, is terminated in its entirety. Any obligations under the Secured Promissory Note and related Security Agreement are rendered null and void;
2. Retention of Payments: Any payments already made by Avant in the ordinary course of business toward the promissory note are retained by Wired4Health, with the remaining balance of the promissory note deemed void and unenforceable;
3. Release of Claims: Both Avant and Wired4Health have mutually released and discharged each other from any claims, liabilities, or demands related to the APA. Neither party shall have any further obligations or claims against the other;
4. Voidance of Instruments: The Secured Promissory Note and any other instruments associated with the APA are void and have no further legal effect;
5. No Further Obligations: The parties have agreed that there are no further penalties, remedies, or obligations due to either party following the cancellation of the AP
Employees Identification
The Company’s Board Members include: Natalija Tunevic, Secretary; Ivan Lunegov, President & Director; Vitalis Racius, Chief Financial Officer, Director &Treasurer. Officer which is not director and member of the Board: Chris Winter, Chief Executive Officer.
Government Regulation
We will be required to comply with all regulations, rules, and directives of governmental authorities including the US Securities and Exchange Commission and agencies applicable to our business in any jurisdiction with which we would conduct activities. We do not believe that governmental regulations will have a material impact on the way we conduct our business.
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Offices
We do not own any real estate or other properties. The Company rents a virtual office at 5348 Vegas Drive, Las Vegas, NV 89108. The company’s registered office is located at Sv. Stepono g. 27D-2, LT-01315 Vilnius, Lithuania.
Results of operations
Results of Operations for the three months ended June 30, 2026 and 2025:
Revenue
For the three months ended June 30, 2026 and 2025, the Company did not generate any revenue.
Operating expenses
Total operating expenses for the three months ended June 30, 2026 and 2025 were $419,783 and $487,589. The operating expenses for the three months ended June 30, 2026, included $5,244 in amortization expenses; $105,000 in consulting services; $176,480 in general and administrative expenses; $100,750 in marketing expenses; and $32,309 in professional fees. The operating expenses for the three months ended June 30, 2025, included $6,518 in amortization and depreciation expenses; $64,910 in consulting services; $213,886 in general and administrative expenses; $154,190 in marketing expenses; and $48,085 in professional fees. Total operating expenses for three months ended June 30, 2026, compared the three months ended June 30, 2025, decreased by 14%, or $67,806, primarily due to a reduction in marketing expenses and professional fees.
Other Expenses
The total other expenses for the three months ended June 30, 2026 and 2025 were $132,258 and $0, respectively. Other expenses included interest ($43,330) and discount ($47,100) on convertible notes; interest on loan payable ($17,285); and loss on disposal of subsidiary ($24,543). Total other expenses for the three months ended June 30, 2026, compared the three months ended June 30, 2025, increased by 100%, or $132,258. The other expenses increased in the current period because there were no similar expenses in the prior year.
Net Loss
The net loss for the three months ended June 30, 2026 and 2025 was $552,041 and $487,589, accordingly. Net losses for three months ended June 30, 2026, compared the three months ended June 30, 2025, increased by 13%, or $64,452. The main impact on the increase in net loss was the increase in other expenses as described above.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2026 and March 31, 2026, the Company had cash of $83,586 and $23,145, respectively. The Company had a working capital deficit of $3,860,035 and $3,298,511 as of June 30, 2026, and March 31, 2026, respectively.
As of June 30, 2026, our total assets were $791,750 comprised of $154,281 in current assets; $158,898 in intangible assets; $478,571 in due from subsidiaries; and our total liabilities were $4,014,316.
As of March 31, 2026, our total assets were $572,696 comprised of $89,340 in current assets; $105,542 in intangible assets; $377,814 in due from subsidiaries; and our total liabilities were $3,387,851.
Stockholders’ deficit increased from $2,815,155 as of March 31, 2026 to $3,222,566 as of June 30, 2026.
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Three months ended June 30, 2026 |
Three months ended June 30, 2025 |
$ Change | % Change | |||||||
| Net Cash Used in Operating Activities | $ | (414,258) | $ | (240,343) | $ | (173,915) | (138)% | |||
| Net Cash Used in Investing Activities | (58,600) | - | 58,600 | 100% | ||||||
| Net Cash Provided by Financing Activities | 533,299 | 169,352 | 363,947 | 47% | ||||||
| Net cash increase (decrease) for period | $ | 60,441 | $ | (70,991) | $ | - | -% | |||
CASH FLOWS FROM OPERATING ACTIVITIES
During the three months ended June 30, 2026 and 2025, net cash flows used in operating activities was $(414,258) and $(240,343), respectively. Cash flows used in operating activities for three months ended June 30, 2026, compared the three months ended June 30, 2025, decreased by $173,915. This decrease was primarily driven by a decrease in accounts payable compared to the previous year.
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CASH FLOWS FROM INVESTING ACTIVITIES
For the three months ended June 30, 2026 and 2025, net cash flows used in investing activities was $(58,600) and $0, respectively. During the three months ended June 30, 2026, net cash from investing activities consisted of API Acquisition costs.
CASH FLOWS FROM FINANCING ACTIVITIES
During the three months ended June 30, 2026, net cash from financing activities was $533,299 consisting of capital stock issued, convertible notes payable, due from subsidiaries, loan from related parties, loan receivable and loan payable. During the three months ended June 30, 2025, net cash from financing activities was $169,352 consisting of capital stock issued, convertible notes payable, loan from related parties, loan receivable and loan payable.
There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements.
Going Concern - There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon public offering and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited consolidated financial statements, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
| ITEM 4. | CONTROLS AND PROCEDURES. |
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Changes in Internal Controls over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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| PART II—OTHER INFORMATION |
| ITEM 1. | LEGAL PROCEEDINGS. |
During the past ten years, none of the following occurred with respect to the President of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
| ITEM 1A. | RISK FACTORS. |
As a Smaller Reporting Company, the Company is not required to include the disclosure under this Item 1A. Risk Factors. Despite the fact that we are not required to provide risk factors, we consider the following factors to be risks to our continued growth and development:
WE HAVE A LIMITED OPERATING HISTORY IN AN EVOLVING INDUSTRY, WHICH MAKES IT DIFFICULT TO EVALUATE OUR FUTURE PROSPECTS AND MAY INCREASE THE RISK THAT WE WILL NOT BE SUCCESSFUL.
We have a limited operating history in an evolving industry that may not develop as expected. Assessing our business and future prospects is challenging in light of the risks and difficulties we may encounter. These risks and difficulties include our ability to:
| ● | accurately forecast our revenues and plan our operating expenses; |
| ● | successfully expand our business; |
| ● | assimilate our acquisitions; |
| ● | adapt to rapidly evolving trends in the ways consumers and businesses interact with technology; |
| ● | avoid interruptions or disruptions in the offering of our products and our services; |
| ● | develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased usage, as well as the deployment of new features and products; |
| ● | hire, integrate and retain talented sales, customer service, technology and other personnel; and |
| ● | effectively manage rapid growth in personnel and operations; and |
If the demand for our services and/or platforms/products offered or our products under development are not finalized, our business will be harmed. We may not be able to successfully address these risks and difficulties, which could harm our business and results of operations.
OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT FOR US TO EVALUATE OUR FUTURE BUSINESS PROSPECTS AND MAKE DECISIONS BASED ON THOSE ESTIMATES OF OUR FUTURE PERFORMANCE.
We have a limited operating history and, as a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Reliance on the historical results may not be representative of the results we will achieve. Because of the uncertainties related to our limited historical operations, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in revenues or expenses. If we make poor budgetary decisions as a result of unreliable historical data, we could be less profitable or continue to incur losses.
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OUR RESULTS OF OPERATIONS HAVE NOT RESULTED IN PROFITABILITY AND WE MAY NOT BE ABLE TO ACHIEVE PROFITABILITY GOING FORWARD.
The Company does not accrue or capitalize development costs (or any costs to this effect) and expense it to its profit and loss statements as required by US GAAP. As such, the Company incurred a net loss of $552,041 for the three months ended June 30, 2026, and $1,749,509 for the year ended March 31, 2026. If we incur additional significant operating losses, our stock price, may decline, perhaps significantly. Our management is developing plans to alleviate the negative trends and conditions described above. Our business plan is speculative and unproven. There is no assurance that we will be successful in executing our business plan or that even if we successfully implement our business plan, that we will be able to curtail our losses now or in the future. Further, as we are an emerging enterprise, we expect that net losses will continue, and our working capital deficiency will increase.
WE HAVE NOT GENERATED POSITIVE CASH FLOW FROM OPERATIONS, AND OUR ABILITY TO GENERATE POSITIVE CASH FLOW IS UNCERTAIN. IF WE ARE UNABLE TO GENERATE POSITIVE CASH FLOW OR OBTAIN SUFFICIENT CAPITAL WHEN NEEDED, OUR BUSINESS AND FUTURE PROSPECTS WILL BE ADVERSELY AFFECTED AND WE COULD BE FORCED TO SUSPEND OR DISCONTINUE OPERATIONS.
Our operations have not generated positive cash flow for any period since our inception, and we have funded our operations primarily through the issuance of common stock and short-term and long-term debt and convertible debt. Our limited operating history makes an evaluation of our future prospects difficult. The actual amount of funds that we will need to meet our operating needs will be determined by a number of factors, many of which are beyond our control. These factors include the timing and volume of sales transactions, the success of our marketing strategy, market acceptance of our products, the success of our manufacturing and research and development efforts (including any unanticipated delays), our manufacturing and labor costs, the costs associated with obtaining and enforcing our intellectual property rights, regulatory changes, competition, technological developments in the market, evolving industry standards and the amount of working capital investments we are required to make.
Our ability to continue to operate until we are able to generate sufficient our cash flow from operations will depend on our ability to generate sufficient positive cash flow from our operations. If we are unable to generate sufficient cash flow from our operations, our business and future prospects will be adversely affected and we could be forced to suspend or discontinue operations.
The Company had a stockholders’ deficit of $3,222,566 and an accumulated deficit of $6,420,060 as of June 30, 2026.
WE WILL REQUIRE ADDITIONAL CAPITAL TO SUPPORT BUSINESS GROWTH, AND THIS CAPITAL MIGHT NOT BE AVAILABLE ON ACCEPTABLE TERMS, IF AT ALL.
We intend to continue to make investments to support our business growth and we will require additional funds to respond to business challenges, including the need to develop new features and products or enhance our existing products, improve our operating infrastructure or acquire complementary businesses and technologies. Further, we need additional capital to continue operations. Accordingly, we need to engage in equity or debt financings to secure additional funds. We expect that we have sufficient capital to maintain operations through the year of 2026/7. In order to fully implement our business plan, we will need to raise about $10,000,000. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be impaired, and our business may be harmed.
WE DEPEND UPON KEY PERSONNEL AND NEED ADDITIONAL PERSONNEL.
Our success depends on our inability to attract and retain key personnel including our existing personal, and our inability to do so may materially and adversely affect our business operations. The loss of qualified personnel could have a material and adverse effect on our business operations. Additionally, the success of the Company’s operations will largely depend upon its ability to successfully attract and maintain competent and qualified key management personnel. As with any company with limited resources, there can be no guaranty that the Company will be able to attract such individuals or that the presence of such individuals will necessarily translate into profitability for the Company.
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OUR BUSINESS REQUIRES SUBSTANTIAL CAPITAL, AND IF WE ARE UNABLE TO MAINTAIN ADEQUATE CASH FLOWS FROM OPERATIONS OUR PROFITABILITY AND FINANCIAL CONDITION WILL SUFFER AND JEOPARDIZE OUR ABILITY TO CONTINUE OPERATIONS.
We require substantial capital to support our operations. If we are unable to generate adequate cash flows from our operations, maintain adequate financing or other sources of capital are not available, we could be forced to suspend, curtail or reduce our operations, which could harm our revenues, profitability, financial condition and business prospects.
THERE IS CURRENTLY A LIMITED PUBLIC MARKET FOR OUR COMMON STOCK. FAILURE TO FURTHER DEVELOP OR MAINTAIN A TRADING MARKET COULD NEGATIVELY AFFECT THE VALUE OF OUR COMMON STOCK AND MAKE IT DIFFICULT OR IMPOSSIBLE FOR YOU TO SELL YOUR STOCK.
There is a limited public market for our Common Stock, which is traded on the OTC QB under the symbol AVAI. We cannot give any assurances that there will ever be a mature, developed market for our common stock. Failure to further develop or maintain an active trading market could negatively affect the value of our shares and make it difficult for you to sell your shares or recover any part of your investment in us. Even if a market for our common stock does develop in a material way, the market price of our common stock may be highly volatile. In addition to the uncertainties relating to our future operating performance and the profitability of our operations, factors such as variations in our interim financial results, or various, as yet unpredictable factors, many of which are beyond our control, may have a negative effect on the market price of our common stock.
IF WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR PREVENT FRAUD. AS A RESULT, CURRENT AND POTENTIAL STOCKHOLDERS COULD LOSE CONFIDENCE IN OUR FINANCIAL REPORTING, WHICH WOULD HARM OUR BUSINESS AND THE TRADING PRICE OF OUR STOCK.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our brand and operating results could be harmed. We have in the past discovered, and may in the future discover, areas of our internal controls that need improvement. For example, for the three months ended June 30, 2026, and year ended March 31, 2026, we reported that our disclosure controls and procedures were not effective due to the lack of resources and the reliance on outside consultants. We intend to increase management’s review of our financials. We cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.
INABILITY TO COMMERCILIZE ACQUIRED TECHNOLOGIES
We may be unable to generate revenue from the Avant! AI or InstantFAME platforms despite significant investment. Commercializing proprietary AI and digital assets remains speculative.
CYBERSECURITY OVERSIGHT GAPS
We do not yet maintain a formal enterprise risk management program, and our board has not established a cybersecurity subcommittee. These governance gaps increase potential exposure.
DEPENDENCE ON EQUITY/DEBT ISSUANCE
Our business is highly dependent on our ability to raise equity or convertible debt capital. These financing arrangements may be dilutive, carry high interest, or impose restrictive covenants.
Additional Risks Related to Our Common Stock
Because we are quoted on the OTC QB marketplace instead of a national securities exchange, our investors may experience significant volatility in the market price of our stock and have difficulty selling their shares.
Our Common Stock is currently quoted on the OTC Market
Group’s OTC QB marketplace under the ticker symbol “AVAI”. The OTC is a regulated quotation service that displays real-time
quotes and last sale prices in over-the-counter securities. Trading in shares quoted on the OTC QB is often thin and characterized by
volatility. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence
of consistent administrative supervision of bid and ask quotations, lower trading volume and market conditions. As a result, there may
be wide fluctuations in the market price of the shares of our Common Stock for reasons unrelated to operating performance, and this volatility,
when it occurs, may have a negative effect on the market price for our securities. Moreover, the OTC QB is not a stock exchange, and trading
of securities on this platform is more sporadic than the trading of securities listed on a national quotation system or stock exchange.
Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or may have to
hold them for a substantial period of time until the market for our Common Stock improves.
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Our stock price and trading volume may be volatile, which could result in substantial losses for our stockholders.
The equity trading markets may experience periods of volatility, which could result in highly variable and unpredictable pricing of equity securities. The market price of our Common Stock could change in ways that may or may not be related to our business, our industry or our operating performance and financial condition. In addition, the trading volume in our Common Stock has been low and may fluctuate and cause significant price variations to occur. We have experienced significant volatility in the price of our stock. In addition, the stock markets in general can experience considerable price and volume fluctuations.
We have not paid dividends in the past and have no immediate plans to pay cash dividends.
We plan to reinvest all of our earnings, to the extent we have earnings, to develop and deliver our products and cover operating costs and to otherwise become and remain competitive. We do not plan to pay any cash dividends with respect to our securities in the foreseeable future. We cannot assure you that we would, at any time, generate sufficient surplus cash that would be available for distribution to the holders of our Common Stock as a dividend. Therefore, you should not expect to receive cash dividends on our Common Stock.
Shares eligible for future sale may adversely affect the market for our Common Stock.
Of the 138,031,533 shares of our Common Stock outstanding as of the date of this Quarterly Report, approximately 22,997,831 are restricted and 115,033,702 shares are freely tradable without restriction pursuant to Rule 144. Any substantial sale of our Common Stock pursuant to Rule 144 or pursuant to any resale prospectus may have a material adverse effect on the market price of our Common Stock.
You may experience future dilution as a result of future equity offerings.
To raise additional capital, we may in the future offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any future offering at a price per share that is lower than the price per share paid by investors in this offering, which would result in those newly issued shares being dilutive. In addition, investors purchasing shares or other securities in the future could have rights superior to existing stockholders, which could impair the value of your shares. The price per share at which we sell additional shares of our Common Stock, or securities convertible or exchangeable into shares of our Common Stock, in future transactions may be higher or lower than the price per share paid by investors in this offering.
Our charter documents and Nevada law may inhibit a takeover that stockholders consider favorable.
Provisions of our certificate of incorporation and bylaws and applicable provisions of Nevada law may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. The provisions in our certificate of incorporation and bylaws:
| ● | limit who may call stockholder meetings; |
| ● | do not provide for cumulative voting rights; and |
| ● | provide that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum. |
There are limitations on director/officer liability.
As permitted by Nevada law, our certificate of incorporation limits the liability of our directors for monetary damages for breach of a director’s fiduciary duty except for liability in certain instances. As a result of our charter provision and Nevada law, shareholders may have limited rights to recover against directors for breach of fiduciary duty. In addition, our certificate of incorporation provides that we shall indemnify our directors and officers to the fullest extent permitted by law.
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Penny stock regulations may impose certain restrictions on marketability of our securities.
The SEC adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5 per share or an exercise price of less than $5 per share, subject to certain exceptions. A security listed on a national securities exchange is exempt from the definition of a penny stock. Our Common Stock is not currently listed on a national security exchange.
Our Common Stock is therefore subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by such rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Broker-dealers must wait two business days after providing buyers with disclosure materials regarding a security before effecting a transaction in such security. Consequently, the “penny stock” rules restrict the ability of broker-dealers to sell our securities and affect the ability of investors to sell our securities in the secondary market and the price at which such purchasers can sell any such securities, thereby affecting the liquidity of the market for our Common Stock.
Stockholders should also be aware that, according to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:
| ● | control of the market for the security by one or more broker-dealers that are often related to the promoter or issuer; |
| ● | manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
| ● | “boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; |
| ● | excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and |
| ● | the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. |
FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.
The Financial Industry Regulatory Authority has rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our Common Stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect on the market for and price of our common stock.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
No unregistered shares were sold during the three-month period ended June 30, 2026.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITES. |
No senior securities were issued and outstanding during the three-month period ended June 30, 2026.
| ITEM 4. | MINE SAFETY DISCLOSURES. |
None
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| ITEM 5. | OTHER INFORMATION. |
During the three months ended June 30, 2026, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
| ITEM 6. | EXHIBITS. |
The following exhibits are included as part of this report by reference:
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: August 13, 2026 | AVAI BIO, INC. | ||
| By: | /s/ | Vitalis Racius | |
| Name: | Vitalis Racius | ||
| Title: | Chief Financial Officer, Director & Treasurer | ||
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.
| Signature | Title | Date | ||
| /s/ Natalija Tunevic | Secretary | August 13, 2026 | ||
| Natalija Tunevic | ||||
| /s/ Ivan Lunegov | President & Director | August 13, 2026 | ||
| Ivan Lunegov | ||||
| /s/ Vitalis Racius | Chief Financial Officer, Director & Treasurer | August 13, 2026 | ||
| Vitalis Racius | ||||
| /s/ Chris Winter | Chief Executive Officer | August 13, 2026 | ||
| Chris Winter | ||||
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