GFLT 10-Q
GenFlat Holdings, Inc. (GFLT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number:
| (Exact Name of Registrant as Specified in its Charter) |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including
Area Code:
Securities registered pursuant to Section 12(b) of the Exchange Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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. (check one)
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | 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 13(a) of the Exchange Act
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: shares of common stock as of May 13, 2026.
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GenFlat Holdings, Inc.
Consolidated Balance Sheets
(Unaudited)
March 31, 2026 | June 30, 2025 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right of use asset, operating lease | ||||||||
| Intangible assets, net | ||||||||
| Rental inventory, net | ||||||||
| Other assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Notes payable – current | ||||||||
| Related party advances | ||||||||
| Right of use liability, operating lease, current | ||||||||
| Total current liabilities | ||||||||
| Right of use liability, operating lease, non-current | ||||||||
| Note payable – related party, non-current | ||||||||
| Notes payable – non-current | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders' Equity: | ||||||||
| Common stock, $ par value shares authorized, and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Subscription payable | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' equity attributable to GenFlat Holdings, Inc. | ||||||||
| Noncontrolling interest | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||
See accompanying notes to the unaudited consolidated financial statements.
| 3 |
GenFlat Holdings, Inc.
Consolidated Statements of Operations
(Unaudited)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating expenses: | ||||||||||||||||
| Research and development expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain/(Loss) on settlement of liabilities | ( | ) | ( | ) | ||||||||||||
| Other income | ||||||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Noncontrolling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to GenFlat Holdings, Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per share – basic and diluted attributable to GenFlat Holdings, Inc | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Loss per share - basic and diluted attributable to noncontrolling interest. | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average common shares outstanding - basic and diluted | ||||||||||||||||
See accompanying notes to the unaudited consolidated financial statements.
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GenFlat Holdings, Inc.
Consolidated Statements of Stockholders' Equity (Deficit)
For the Periods Ended March 31, 2026 and 2025
(Unaudited)
| Common Stock | Paid In | Stock | Accumulated | Noncontrolling | ||||||||||||||||||||||||||||
| Shares | Amount | Capital | Payable | Deficit | Total | Interest | Total | |||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Common stock sold for cash | ||||||||||||||||||||||||||||||||
| Stock-based compensation | – | |||||||||||||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, September 30, 2024 | ( | ) | ||||||||||||||||||||||||||||||
| Common stock sold for cash | – | |||||||||||||||||||||||||||||||
| Stock-based compensation | – | |||||||||||||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, December 31, 2024 | ( | ) | ||||||||||||||||||||||||||||||
| Common stock sold for cash | ( | ) | ||||||||||||||||||||||||||||||
| Stock-based compensation | – | |||||||||||||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Common stock sold for cash | ( | ) | ||||||||||||||||||||||||||||||
| Common stock issued for settlement of liabilities | ||||||||||||||||||||||||||||||||
| Stock-based compensation | – | |||||||||||||||||||||||||||||||
| Net Loss | – | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, September 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Common stock sold for cash | ( | ) | ||||||||||||||||||||||||||||||
| Exercise of common stock options | – | |||||||||||||||||||||||||||||||
| Stock-based compensation | – | |||||||||||||||||||||||||||||||
| Net Loss | – | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, December 31, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Common stock sold for cash | ||||||||||||||||||||||||||||||||
| Common stock cancelled | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Loss on for settlement of liabilities with stock | – | |||||||||||||||||||||||||||||||
| Stock-based compensation | – | |||||||||||||||||||||||||||||||
| Net Loss | – | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||
See accompanying notes to the unaudited consolidated financial statements.
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GenFlat Holdings, Inc.
Consolidated Statements of Cash Flows
For the Nine Months Ended March 31, 2026 and 2025
(Unaudited)
| March 31, 2026 | March 31, 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization expense | ||||||||
| Stock-based compensation expense | ||||||||
| Rental inventory – depreciation expense | ||||||||
| Gain/Loss on settlement of liabilities | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Right of use asset | ( | ) | ( | ) | ||||
| Rental inventory | ( | ) | ( | ) | ||||
| Other assets | ( | ) | ||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Right of use liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Purchases of property and equipment | ||||||||
| Net cash used in investing activities | ||||||||
| Cash Flows from Financing Activities: | ||||||||
| Repayment of related party advances | ( | ) | ( | ) | ||||
| Repayment of notes payable – related party | ( | ) | ||||||
| Repayment of notes payable | ( | ) | ( | ) | ||||
| Proceeds from advances – related party | ||||||||
| Proceeds from notes payable | ||||||||
| Proceeds from exercise of common stock options | ||||||||
| Proceeds from notes payable – related party | ||||||||
| Proceeds from sale of common stock, net | ||||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ||||||||
| Cash, at beginning of period | ||||||||
| Cash, at end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Noncash Financing activities | ||||||||
| Common stock issued for settlement of liabilities | $ | $ | ||||||
| Common stock issued for stock payable | $ | $ | ||||||
| Common stock warrants issued for placement agent fees | $ | $ | ||||||
| Common stock cancelled | $ | $ | ||||||
See accompanying notes to the unaudited consolidated financial statements.
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GenFlat Holdings, Inc.
Notes to Consolidated Financial Statements
For the period ended March 31, 2026
(Unaudited)
NOTE 1. NATURE OF BUSINESS AND GOING CONCERN
On September 9, 2019 (commencement of operations), GenFlat Holdings, Inc. (formerly Healthcare Business Resources Inc.), a domestic corporation was organized in Delaware to provide consulting services to healthcare organizations. Unless the context otherwise requires, all references to “GenFlat” “Company,” “we,” “our” or “us” and other similar terms means GenFlat Holdings, Inc. (formerly Healthcare Business Resources Inc.), and its subsidiaries.
On October 18, 2023, the Company entered into a Share Exchange Agreement (“Share Exchange Agreement”) with GenFlat, Inc. (“GenFlat, Inc.”), a Delaware corporation, and GenFlat, Inc. shareholders who own 97.1% of the outstanding shares of common stock of GenFlat, Inc. Pursuant to the Share Exchange Agreement, all GenFlat, Inc. shareholders who are parties to the Share Exchange Agreement will receive ninety eight percent (98%) of the issued and outstanding shares of common stock of the Company in exchange for their shares of GenFlat, Inc. common stock on a pro rata basis.
The Share Exchange Agreement closed on December 20, 2023. Pursuant to the Share Exchange Agreement, and on the terms and subject to the conditions contained therein, at the closing, the Company acquired 97.22% of the outstanding shares of common stock of GenFlat, Inc. from GenFlat, Inc. stockholders who were a party to the Share Exchange Agreement in exchange for 10,438,470 shares of common stock of the Company. Additionally, 110,000 shares of outstanding Company common stock were canceled, resulting in 10,541,500 shares of common stock issued and outstanding as of the closing date.
As a result of the closing of the Share Exchange Agreement, the Company discontinued all aspects of its health care consulting business, and the Company is now focused on developing the GenFlat business plan. GenFlat is a start-up company that developed a more sustainable collapsible marine container, replacing traditional standard marine containers. GenFlat operates as a container sales and leasing company and supplies GenFlat’s patented marine container primarily to shipping line customers under a variety of short and long-term lease structures. In accordance with “reverse acquisition” accounting treatment, the historical financial statements of GenFlat, Inc. as of period ends, and for periods ended, prior to the acquisition became the historical financial statements of the Company in all future filings with the SEC, and the Company’s fiscal year end became June 30. All prior period information presented within this filing is of GenFlat, Inc. historical operations. The Company changed its name from Healthcare Business Resources Inc. to GenFlat Holdings, Inc. to better reflect its new business operations.
Unless the context otherwise requires, all references to “GenFlat” “Company,” “we,” “our” or “us” and other similar terms means GenFlat Holdings, Inc. (formerly Healthcare Business Resources Inc.), and its subsidiaries.
Liquidity and Going Concern
These consolidated financial statements have been
prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will
be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different
from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying
values and classification of assets and liabilities should the Company be unable to continue as a going concern. At March 31, 2026 the
Company had not yet achieved consistent profitable operations and expects to incur further losses in the development of its business,
all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to
continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing
to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has initiated
a formal sales and marketing plan including direct email campaigns, industry events, and business to business digital advertising to generate
sales. In February 2026, the Company also raised gross proceeds of approximately $
| 7 |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended June 30, 2025, which was filed with the Securities and Exchange Commission (“SEC”) on September 19, 2025. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been omitted from this Quarterly Report on Form 10-Q pursuant to the rules and regulations of the SEC.
Results for the interim periods in this report are not necessarily indicative of future financial results and have not been audited by our independent registered public accounting firm. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary to present fairly our interim financial statements as of March 31, 2026, and for the three and nine months ended March 31, 2026 and 2025. These adjustments are of a normal recurring nature and consistent with the adjustments recorded to prepare the annual audited consolidated financial statements as of June 30, 2025.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary, GenFlat, Inc., and its wholly-owned subsidiary Collapsible Revolution, LLC. On March 16, 2026, the Company dissolved its wholly-owned subsidiary Sub Oceanic Genflat LLC. All intercompany accounts, transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, demand deposits with banks and liquid investments with an original maturity of three months or less.
Accounts Receivable and the Allowances for Credit losses
Accounts receivable are recorded in the period
when the right to receive payment or other consideration becomes unconditional. Accounts receivable are recorded at the invoiced amount
and do not earn interest. The Company maintains an allowance for credit losses based upon the best estimate of probable credit losses
in existing accounts receivable. The Company determines the allowance based upon individual accounts when information indicates the customers
may have an inability to meet their financial obligations, as well as historical collection and write-off experience. As of March 31,
2026 and June 30, 2025, the Company had an allowance of $
| 8 |
Rental Inventory
Rental inventory consists of collapsible marine
shipping containers. Rental inventory is stated at cost, with an estimated useful life of 10 years. Generally, when rental equipment is
acquired, the Company estimates the period that it will hold the asset, primarily based on historical measures of the amount of rental
activity (e.g. equipment usage) and the targeted age of equipment at the time of disposal. The Company also estimates the residual value
of the applicable rental equipment at the expected time of disposal. The residual value for rental equipment is affected by factors which
include equipment age and amount of usage. Depreciation is recorded over the estimated holding period. Depreciation rates are reviewed
on a quarterly basis based on management's ongoing assessment of present and estimated future market conditions, their effect on residual
values at the time of disposal and the estimated holding periods. Market conditions for used equipment sales can also be affected by external
factors such as the economy, natural disasters, fuel prices, supply of similar used equipment, the market price for similar new equipment
and incentives offered by manufacturers of new equipment. These key factors are considered when estimating future residual values and
assessing depreciation rates. As a result of this ongoing assessment, the Company makes periodic adjustments to depreciation rates of
rental equipment in response to changed market conditions. During the three and nine months ended March 31, 2026 and 2025, the Company
recognized
Long-Lived Assets
The Company amortizes acquired definite-lived intangible assets over their estimated useful lives. Other indefinite-lived intangible assets are not amortized but subject to annual impairment tests. In accordance with ASC 360 “Property Plant and Equipment,” the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.
Impairment of Long-lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.
Revenue Recognition
The Company is principally engaged in the business of renting equipment. Equipment rental revenue includes revenue generated from renting equipment to customers and is recognized on a straight-line basis over the length of the rental contract. As part of this straight-line methodology, when the equipment is returned, the Company recognizes as incremental revenue the excess, if any, between the amount the customer is contractually required to pay, which is based on the rental contract period applicable to the actual number of days the equipment was out on rent, over the cumulative amount of revenue recognized to date. In any given accounting period, the Company will have customers return equipment and be contractually required to pay more than the cumulative amount of revenue recognized to date under the straight-line methodology. Also included in equipment rental revenue is re-rent revenue in which the Company will rent specific pieces of equipment from vendors and then re-rent that equipment to its customers. Provisions for discounts, rebates to customers and other adjustments are provided for in the period the related revenue is recorded.
| 9 |
The Company’s sale of rental and new equipment, parts and supplies to customers are recognized under ASC Topic 606, Revenue from Contracts with Customers, (“Topic 606”). The Company recognizes revenue in these transactions when it satisfies a performance obligation by transferring control over a product or service to a customer. These transactions typically contain a single performance obligation, and a recognized at a point in time. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for such products or services.
In accordance with ASC 260 “Earnings per Share,” basic net loss per common share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of common and common equivalent shares, such as stock options and warrants, outstanding during the period. Such common equivalent shares have not been included in the computation of net loss per share as their effect would be anti-dilutive.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, which requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.
Tax benefits of uncertain tax positions are recorded
only where the position is “more likely than not” to be sustained based on their technical merits. The amount recognized is
the amount that represents the largest amount of tax benefit that is greater than 50% likely of being ultimately realized. A liability
is recognized for any benefit claimed or expected to be claimed, in a tax return in excess of the benefit recorded in the financial statements,
along with any interest and penalty (if applicable) in such excess. The Company has
Fair Value of Financial Instruments
The carrying value of short-term instruments, including cash, accounts receivable, rental inventory, prepaid expenses, accounts payable and accrued expenses, and notes payable approximate fair value due to the relatively short period to maturity for these instruments.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows:
Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.
The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis.
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Stock-Based Compensation
Accounting Standards Codification (“ASC”) 718, “Accounting for Stock-Based Compensation” established financial accounting and reporting standards for stock-based compensation plans. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options. Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value:
Expected Dividends. We have never declared or paid any cash dividends on any of our capital stock and do not expect to do so in the foreseeable future. Accordingly, we use an expected dividend yield of zero to calculate the grant-date fair value of a stock option.
Expected Volatility. The expected volatility is a measure of the amount by which our stock price is expected to fluctuate during the expected term of options granted. We determine the expected volatility solely based upon the historical volatility of a peer group of companies of similar size and with similar operations.
Risk-Free Interest Rate. The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date.
Expected Term. The expected life of stock options granted is based on the actual vesting date and the end of the contractual term.
Stock Option Exercise Price and Grant Date Price of Common Stock. Currently the Company utilizes the most recent cash sale price of its common stock as the most reasonable indication of fair value.
The Company accounts for compensation cost for stock option plans and for share-based payments to non-employees in accordance with ASC 505, “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. Share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value.
Research and Development Costs
Research and development costs are expensed as incurred.
Segment Reporting
ASC Topic 280, “Segment Reporting,” requires annual and interim reporting for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and expenses, and about which separate financial information is regularly evaluated by the chief operating decision maker in deciding how to allocate resources. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments do not change how segments are determined, aggregated, or how thresholds are applied to determine reportable segments. The Company adopted ASU No. 2023-07 during the year ended June 30, 2025.
Segment information is prepared on the same basis that the Company’s CEO, who is the Chief Operating Decision Maker (“CODM”), manages the business, evaluates financial results, and makes key operating decisions. The Company has a reportable operating segment, equipment leasing, the primary activity from which the Company earns revenue. The CODM uses net income to evaluate and make key operating decisions of the business. As such, no further segment disclosures are presented within the consolidated financial statements and footnotes.
| 11 |
Leases
The Company accounts for leases under ASC 842 - Leases. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of obligations under operating leases, and obligations under operating leases, non-current on our balance sheets.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date, adjusted by the deferred rent liabilities at the adoption date. Short-term leases of one year or less are not recognized as ROU assets and liabilities. If our leases do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term.
Reclassification
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported consolidated results of operations.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date.
In November 2023, the Financial Accounting Standard Board (“FASB”) issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which amends the existing segment reporting guidance (ASC Topic 280) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount for other segment items by reportable segment and a description of its composition, the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The Company adopted this standard effective July 1, 2024.
The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements.
NOTE 3. INTANGIBLE ASSETS, NET
On March 26, 2021, the Company acquired a group
of patents related to the container design and functionality for a purchase price of $
The following table represents the balances of intangible assets as of March 31, 2026 and June 30, 2025:
| Estimated life | March 31, 2026 | June 30, 2025 | ||||||||
| Patent costs | $ | $ | ||||||||
| Accumulated Amortization | ( | ) | ( | ) | ||||||
| Net Intangible | $ | $ | ||||||||
During the three months ended March 31, 2026 and
2025, the Company recognized amortization expense of $
| 12 |
NOTE 4. RENTAL INVENTORY, NET
During the years ended June 30, 2025 and 2024, the Company developed and built its collapsible containers and actuators used to collapse the marine containers. The containers purchased are recognized as rental inventory and are depreciated over their estimated useful lives.
As of March 31, 2026 and June 30, 2025, rental inventory consists of the following:
| Estimated life | March 31, 2026 | June 30, 2025 | ||||||||
| Collapsible Containers | $ | $ | ||||||||
| Actuators | ||||||||||
| Genny’s | ||||||||||
| Specialized Equipment | ||||||||||
| Accumulated Depreciation | ( | ) | ( | ) | ||||||
| Rental Inventory, net | $ | $ | ||||||||
Depreciation on rental inventory of $
During the three months ended March 31, 2026,
the Company made a deposit of $
NOTE 5. LEASES
The Company maintains an operating lease for its
office space. The lease has a remaining term of 25 months. The Company determines if an arrangement is a lease at inception. As the rate
implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate based on information available at
commencement to determine the present value of the lease payments. Right-of-use assets and lease liabilities are recognized at commencement
date based on the present value of lease payments over the lease term. On January 3, 2025, the Company extended the operating lease for
its office space to expire on January 31, 2026, and agreed to pay $1,320 on a monthly basis. On January 30, 2026, the Company extended
the lease to expire on January 31, 2028. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded
on the balance sheet and are recognized on a straight-line basis over the lease term. The amount of right-of-use assets and lease liabilities
were $
| Remaining | ||||||||
| Operating | Term in | |||||||
| Lease | Years | |||||||
| 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| Total lease payments | ||||||||
| Less: imputed interest | ( | ) | ||||||
| Present value of lease liability | $ | |||||||
| 13 |
NOTE 6. DEBT
Note Payable
On March 26, 2021, the Company entered into a
promissory note agreement with a third party for a total principal of $
On July 30, 2024, the Company entered into a promissory note agreement for a total principal of $. The Company will pay % per annum, until the total principal is paid in full. The note has no maturity date and a default interest rate of 18%. In December 2024, the noteholder elected to receive shares in settlement of the principal balance. In September 2025, the Company issued shares pursuant to the settlement of $ in notes payable. The Company recorded a loss on the settlement of $ during the period ended March 31, 2026. As of March 31, 2026 and June 30, 2025, the balance owed on the note was $ and $, respectively. Accrued interest on the note was $ and $ as of March 31, 2026 and June 30, 2025, respectively.
On June 13, 2025, the Company entered into a promissory
note agreement for a total principal of $
Note Payable – related party
On July 22, 2025, the Company entered into a promissory note agreement with a significant shareholder for total principal of $. The Company will pay % per annum, until the total principal is paid in full. The note matures on and has no default interest rate. During the period ended March 31, 2026, the Company repaid a total of $ of principal and $ of accrued interest. As of March 31, 2026, the balance owed on the note and accrued interest was $.
On September 2, 2025, the Company entered into
a promissory note agreement with the Company’s CEO for total principal of $
On September 15, 2025, the Company entered into
a promissory note agreement with the Company’s CEO for total principal of $
On October 7, 2025, the Company entered into a
promissory note agreement with the Company’s CEO for total principal of $
On October 24, 2025, the Company entered into
a promissory note agreement with the Company’s CEO for total principal of $
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On November 3, 2025, the Company entered into
a promissory note agreement with the Company’s CEO for total principal of $
On November 25, 2025, the Company entered into a promissory note agreement with a significant shareholder for total principal of $. The Company will pay % per annum, until the total principal is paid in full. The note matures on and has no default interest rate. During the period ended March 31, 2026, the Company repaid a total of $ of principal and $ of accrued interest. As of March 31, 2026, the balance owed on the note and accrued interest was $.
On December 24, 2025, the Company entered into
a promissory note agreement with the Company’s CEO for total principal of $
On January 27, 2026, the Company entered into
a promissory note agreement with the Company’s CEO for total principal of $
Advances – related party
During the period ended March 31, 2026, the Company
received advances of $
NOTE 7. STOCKHOLDERS’ EQUITY
On September 8, 2023, the stockholders of GenFlat Holdings, Inc. (f/k/a Healthcare Business Resources Inc.) approved an amendment (the “Amendment”) to GenFlat Holdings, Inc.’s Certificate of Incorporation to increase the total number of shares of common stock that it shall have authority to issue from shares to shares. The Amendment was filed with the Secretary of the State of Delaware and became effective on October 16, 2023.
Effective May 17, 2024, the Company effected a
reverse split of its common stock at a ratio of
During the period ended September 30, 2025,
the Company issued a total of
shares of its common stock for subscriptions paid for during the year ended June 30, 2025. During the period ended September 30,
2025, the Company issued
shares pursuant to the settlement of $
During the period ended December 31, 2025,
the Company issued
shares of common stock pursuant to a stock option exercise for $
During the period ended December 31, 2025, the Company issued shares of common stock related to subscriptions for cash received in previous periods.
During the three months ended March 31, 2026, the Company cancelled shares of common stock that were issued in 2021 related to a prior merger agreement.
| 15 |
On February 2, 2026, the Company received approval to list its common stock on the OTCQB Exchange (“OTCQB”). Trading on OTCQB began on February 3, 2026.
On February 2, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC, in its capacity as underwriter (the “Underwriter”), relating to the Company’s public offering (the “Offering”) of shares of common stock, par value $0.001 per share (the “Common Stock”) pursuant to the Company’s registration statement on Form S-1 (File No. 333-291718) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Underwriting Agreement, the Company agreed to sell shares of Common Stock at a public offering price of $3.00 per share (the “Offering Price”).
The Company has also agreed to issue the Underwriter
a warrant to purchase
On February 4, 2026, the Company closed its Public
Offering and issued shares of common stock at a price of $3 per share. The Company received net proceeds of approximately $
The RSUs and options related to the Offering were rescinded in their entirety pursuant to the May 12, 2026 Recission Agreement whereby the company and each officer mutually rescinded, revoked, annulled, voided and cancelled the RSU’s/Options. Therefore, the Company did not recognize any stock-based compensation expense during the period ended March 31, 2026. See additional details in Note 9 below.
During the period ended September 30, 2024,
the Company sold a total of
shares of its common stock in exchange for net cash proceeds of $
During the period ended December 31, 2024, GenFlat
sold a total of shares of its common stock in exchange for net cash proceeds of $
During the period ended March 31, 2025, GenFlat
sold a total of shares of its common stock in exchange for net cash proceeds of $
Incentive Stock Options
Pursuant to the Company’s 2020 Equity Incentive Plan, as amended, no more than shares of Common Stock shall be available for the grant of Awards under the 2020 Equity Incentive Plan. During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards. Shares available for future issuance under the 2020 Equity Plan is .
The following table summarizes the stock option activity for the period ended March 31, 2026:
| Number of | Weighted Average Exercise Price | |||||||
| Options | Per Share | |||||||
| Outstanding at June 30, 2025 | $ | |||||||
| Granted | ||||||||
| Exercised | ( | ) | ||||||
| Cancelled and expired | – | |||||||
| Forfeited and expired | – | |||||||
| Outstanding at March 31, 2026 | $ | |||||||
As of March 31, 2026, there were stock
options exercisable. During the period ended March 31, 2026, a holder exercise shares of common stock for $
| 16 |
The estimated fair value of the options issued
in connection with the advisory agreements discussion in Note 9 was estimated using a Black-Scholes option pricing model and the following
assumptions: 1) dividend yield of 0%; 2) risk-free rate of 3.67-4.45%; 3) volatility of 119-122%; 4) a common stock
price of $6.00, and 5) an expected term of 6.25 years using the simplified method of calculating expected term. The estimated fair
value of the options was $
NOTE 8. RELATED PARTY TRANSACTIONS
From time to time, the Company’s CEO paid
expenses on behalf of the Company. As of March 31, 2026, and June 30, 2025, the Company owed $
In May 2022, Collapsible Revolution, LLC entered into a consulting agreement with an advisor for consulting services related to public market listing of the Company. The Company paid $20,000 in cash to the consultant and agreed to pay an additional $20,000 upon filing of a prospectus, $25,000 upon effectiveness of such prospectus, and $25,000 upon public listing of the Company’s shares of common stock. The Company also agreed to issue 10% of the outstanding common shares of the Company to the consultant. The consultant formed GenFlat, Inc. in July 2022 and was its sole officer and Director until the closing of a reverse merger. The consultant held 1,000,000 shares of common stock of the Company that were issued at par value upon formation of GenFlat. At the time of the reverse merger, the consultant resigned as a Director and Officer and amended the consulting agreement to remove the equity consideration described above. The consultant was paid $70,000 as a transaction fee as a result of the Share Exchange between GenFlat and the Company. This consultant was also a shareholder of the Company, and the holder of the Senior Secured Line of Credit.
The Company maintains an operating lease for its
office space. The lease has a remaining term of 12 months. On January 3, 2025, the Company extended the operating lease for its office
space to expire on
No member of management has benefited from the transactions with related parties.
On July 22, 2025, the Company entered into a promissory note agreement with a significant shareholder for total principal of $. The Company will pay % per annum, until the total principal is paid in full. The note matures on and has no default interest rate. During the period ended March 31, 2026, the Company repaid a total of $ of principal and $ of accrued interest. As of March 31, 2026, the balance owed on the note and accrued interest was $.
On September 2, 2025, the Company entered into
a promissory note agreement with the Company’s CEO for total principal of $
On September 15, 2025, the Company entered into
a promissory note agreement with the Company’s CEO for total principal of $
| 17 |
On October 7, 2025, the Company entered into a
promissory note agreement with the Company’s CEO Drew Hall for total principal of $
On October 24, 2025, the Company entered into
a promissory note agreement with the Company’s CEO Drew Hall for total principal of $
On November 3, 2025, the Company entered into
a promissory note agreement with the Company’s CEO Drew Hall for total principal of $
On November 25, 2025, the Company entered into a promissory note agreement with a significant shareholder for total principal of $. The Company will pay % per annum, until the total principal is paid in full. The note matures on and has no default interest rate. During the period ended March 31, 2026, the Company repaid a total of $ of principal and $ of accrued interest. As of March 31, 2026, the balance owed on the note and accrued interest was $.
On December 24, 2025, the Company entered into
a promissory note agreement with the Company’s CEO Drew Hall for total principal of $
On January 27, 2026, the Company entered into
a promissory note agreement with the Company’s CEO for total principal of $
Advances – related party
During the period ended March 31, 2026, the Company
received advances of $
| 18 |
NOTE 9. COMMITMENTS AND CONTINGENCIES
Litigation
From time to time, the Company may be subject to routine litigation, claims, or disputes in the ordinary course of business. In the opinion of management, no pending or known threatened claims, actions or proceedings against the Company are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company cannot predict with certainty, however, the outcome or effect of any litigation, investigatory matters, or claims. There can be no assurance as to the ultimate outcome of any lawsuits and investigations.
Commitments
On July 1, 2024 and August 21, 2024, the Company entered an aggregate of seven separate Advisory Committee Member Agreements and agreed to the following compensation in each agreement.
| a. | Cash Compensation. $5,000 annually, payable on June 30th of each year of service. | |
| b. | Equity Compensation. Stock options for 100,000 shares of Company stock. The stock options will have an exercise price of $6.00 per share and vest as follows: 1) Fifty thousand (50,000) options will vest immediately; 2) Twenty-five thousand (25,000) options on the first anniversary of the agreement, and 3) Twenty-five thousand (25,000) options on the second anniversary of the agreement, in all cases subject to continued Advisory Committee service as of such vesting dates and pursuant to the Company’s standard Non-Qualified Stock Option Award Agreement. Vested stock options must be exercised within ten (10) years of the grant date. |
The exercise price of the options will be the fair market value of a share of common stock on the date of grant.
On September 24, 2025, the Company entered into
a written employment agreement with Mr. Drew Hall as Chief Executive Officer. The employee agreement provides that Mr. Hall’s base
salary is $
On September 24, 2025, the Company entered into
a written employment agreement with Mr. Garrett Hall as its President, which was amended on December 30, 2025. The employee agreement
provides that Mr. Hall’s base salary is $
| 19 |
On September 24, 2025, the Board appointed Matthew
J. Albanese, age 73, as Chief Commercial Officer of the Company, effective upon completion of the Public Offering. In connection with
his appointment, the Company and Mr. Albanese entered into an employment agreement, which was amended on December 30, 2025, effective
upon completion of the Public Offering, which provides that Mr. Albanese’s base salary will be $
On September 24, 2025, the Board appointed William
R. Benz, age 74, as Chief Financial Officer of the Company, effective upon completion of the Public Offering. In connection with his appointment,
the Company and Mr. Benz entered into an employment agreement, which was amended on December 30, 2025, effective upon completion of the
Public Offering, which provides that Mr. Benz’s base salary will be $
The Public Offering was completed on February 4, 2026, See Note 7.
NOTE 10 – SUBSEQUENT EVENTS
Management has evaluated events through May 13, 2026, the date these financial statements were available for issuance, and determined there were no events requiring disclosure.
| 20 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-looking Information
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.
Examples of forward-looking statements include:
| · | the timing of the development of our products; | |
| · | projections of costs, revenue, earnings, capital structure and other financial items; | |
| · | statements of our plans and objectives; | |
| · | statements regarding the capabilities of our business operations; | |
| · | statements regarding our sales pipeline, potential contract values and timing of future customer agreements; | |
| · | statements of expected future economic performance; | |
| · | statements regarding competition in our market; and | |
| · | assumptions underlying statements regarding us or our business. |
The ultimate correctness of these forward-looking statements depends upon several known and unknown risks and events. We discuss our known material risks under Part I Item 1.A “Risk Factors” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 19, 2025. Many factors could cause our actual results to differ materially from the forward-looking statements. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
We caution you that actual outcomes and results may differ materially from what is expressed, implied, or forecast by our forward-looking statements. The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
Overview
We are an early-stage company that developed a more sustainable collapsible marine container (the “GenFlat Container”), that can be collapsed when emptied and stacked in bundles of four collapsed containers that take the same space as a standard marine container. When GenFlat Containers are stacked 4-to-1, they can save up to 75% on: 1) freight costs, terminal handling fees, transloading fees, and other fees; 2) carbon emitted by ocean vessels, trucks, and trains by reducing the number of trips necessary; and 3) space required at ports, container yards, and distribution centers. We operate as a container sales and leasing company and supply GenFlat’s patented marine container primarily to shipping line customers under a variety of short and long-term lease structures.
The GenFlat Containers are manufactured by China International Mariner Containers (“CIMC”) in Dalian, China. Manufacturing and marketing of the containers commenced in September 2023.
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Commencement of Commercial Operations
We commenced commercial operations in May 2024. Presently, our commercial operations consist of one rental agreement and two equipment lease agreements to provide GenFlat Containers to a total of three customers, including one agreement entered into in August 2025 and one agreement entered into in September 2025. The lease agreements demonstrate commercial acceptance of our GenFlat Container. Our Company is also in various stages of evaluation with potential customers to lease GenFlat Containers, including shipping lines, retailers, logistics companies, and the United States military.
For the three months ended March 31, 2026, and 2025, we generated no revenue from our operations, and our net losses from operations were $881,698 and $560,037, respectively. For the nine months ended March 31, 2026, and 2025, we generated revenue from our operations of $6,120 and $7,894, and our net losses from operations were $1,806,908 and $3,171,475, respectively.
Components of Results of Operations
Revenue
Revenue is from fees charged for rental and lease of collapsible marine shipping containers.
Costs of Revenue
Costs of revenue include depreciation expense on rental inventory, freight and transportation costs to move collapsible marine shipping containers.
General and Administrative Expenses
General and administrative expenses include all corporate and administrative functions that support our Company, including personnel-related expense; costs related to investor relations activities; professional fees; consulting and marketing and advertising-related expenses.
Research and Development Costs
These expenses are substantially related to our engineering, consulting and research and development activity.
Other Income/Expenses, Net
Other income/expenses include non-operating income and expenses, including interest income and expense.
Results of Operations
For the Three Months ended March 31, 2026, compared to the Three Months ended March 31, 2025
The following discussion compares operating data for the three months ended March 31, 2026, to the data for the three months ended March 31, 2025:
| Three Months Ended March 31, | ||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| Revenue | $ | – | $ | – | $ | – | – | |||||||||
| Cost of Goods Sold | 32,922 | 60,111 | (27,189 | ) | 45% | |||||||||||
| Gross Profit | (32,922 | ) | (60,111 | ) | 27,189 | 45% | ||||||||||
| Research and Development | 11,016 | 40,564 | (29,548 | ) | 73% | |||||||||||
| General and administrative | 837,760 | 459,362 | 378,398 | 82% | ||||||||||||
| Total operating expenses | 848,776 | 499,926 | 348,850 | 70% | ||||||||||||
| Loss from operations | $ | (881,698 | ) | $ | (560,037 | ) | $ | (321,661 | ) | 57% | ||||||
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Revenue
Revenue was $0 for the three months ended March 31, 2026, and 2025.
Cost of Goods Sold
Cost of goods sold was $32,922 for the three months ended March 31, 2026, as compared to $60,111 for 2025, a decrease of $27,189. The cost of goods sold for the three months ended March 31, 2026 primarily related to $20,275 of depreciation expense of rental inventory. The cost of goods sold for the three months ended March 31, 2025 related to $45,692 of depreciation expense of rental inventory and $7,025 transportation expenses of the Company’s collapsible marine container.
Research and Development Expenses
Research and development expenses were $11,016 for the three months ended March 31, 2026, as compared to $40,564 for 2025, a decrease of $29,548, which was the result of decreased engineering, consulting and research and development activity of the Company’s collapsible marine containers.
General and Administrative Expenses
General and administrative expenses for the three months ended March 31, 2026, were $837,760, compared to $459,362 for 2025, an increase of $378,398, which was primarily related to increased professional costs related to public company operations and the Public Offering during the three months ended March 31, 2026.
For the Nine Months ended March 31, 2026, compared to the Nine Months ended March 31, 2025
The following discussion compares operating data for the nine months ended March 31, 2026, to the data for the nine months ended March 31, 2025:
| Nine Months Ended March 31, | ||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| Revenue | $ | 6,120 | $ | 7,894 | $ | (1,774 | ) | 22% | ||||||||
| Cost of Goods Sold | 75,838 | 166,022 | (90,184 | ) | 54% | |||||||||||
| Gross Profit | (69,718 | ) | (158,128 | ) | 88,410 | 56% | ||||||||||
| Research and Development | 11,016 | 128,564 | (117,548 | ) | 91% | |||||||||||
| General and administrative | 1,726,174 | 2,884,783 | (1,158,609 | ) | 40% | |||||||||||
| Total operating expenses | 1,737,190 | 3,013,347 | (1,276,157 | ) | 42% | |||||||||||
| Loss from operations | $ | (1,806,908 | ) | $ | (3,171,475 | ) | $ | 1,364,567 | 43% | |||||||
Revenue
Revenue was $6,120 for the nine months ended March 31, 2026, as compared to $7,894 for 2025, a decrease of $1,774.
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Cost of Goods Sold
Cost of goods sold was $75,838 for the nine months ended March 31, 2026, as compared to $166,022 for 2025, a decrease of $90,184. The cost of goods sold for the nine months ended March 31, 2026 primarily related to $60,825 of depreciation expense of rental inventory, and $15,013 transportation expenses of the Company’s collapsible marine container. The cost of goods sold for the nine months ended March 31, 2025 related to $131,134 of depreciation expense of rental inventory and $34,888 transportation expenses of the Company’s collapsible marine container.
Research and Development Expenses
Research and development expenses were $11,016 for the nine months ended March 31, 2026, as compared to $128,564 for 2025, a decrease of $117,548, which was the result of decreased engineering, consulting and research and development activity of the Company’s collapsible marine containers.
General and Administrative Expenses
General and administrative expenses for the nine months ended March 31, 2026, were $1,726,174, compared to $2,884,783 for 2025, a decrease of $1,158,609, which was primarily related to a decrease in stock-based compensation expense of $1,568,501 associated with advisor agreements executed during the nine months ended March 31, 2025.
Cash Flows
The following table summarizes our cash flows from operating, investing, and financing activities for the nine months ended March 31, 2026, and 2025:
| Nine months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows used in operating activities | $ | (2,457,275 | ) | $ | (963,672 | ) | ||
| Cash flows used in investing activities | – | – | ||||||
| Cash flows provided by financing activities | 6,393,816 | 1,088,529 | ||||||
| Net change in cash | $ | 3,936,541 | $ | 124,857 | ||||
Operating Activities
Cash used in operating activities is primarily the result of our operating losses, reduced by the impact of non-cash expenses, including non-cash depreciation and amortization expenses, and changes in the asset and liability accounts.
Net cash used in operating activities for the nine months ended March 31, 2026, was $2,457,275 versus net cash used in operating activities of $963,672 for the nine months ended March 31, 2025, an increase of $1,493,603. The increase in net cash used in operating activities was primarily due to increase in prepaid inventory purchased compared to the prior period.
We expect cash used in operating activities to fluctuate significantly in future periods because of a number of factors, some of which are outside of our control, including, among others: obtaining additional lease contracts and manufacturing containers, and the success we achieve in generating revenue.
Investing Activities
There was no cashflow from investing activities during the nine months ended March 31, 2026 and 2025.
| 24 |
Financing Activities
Net cash provided by financing activities during the nine months ended March 31, 2026 was $6,393,816, an increase of $5,305,287 from cash provided by financing activities in 2025 of $1,088,529. Net cash provided consisted of proceeds from notes payable were $0, net advances from related party were $4,000, proceeds from exercise of common stock options were $600, proceeds from related party notes of $448,000, and repayments on related notes of $427,500 during the nine months ended March 31, 2026. The Company received net proceeds of approximately $6,427,000 after deducting underwriting discounts and commissions.
Net cash provided by financing activities during the nine months ended March 31, 2025 was $1,088,529. Net cash provided consisted of $94,750 of proceeds from loans from related party, $99,996 of proceeds from notes payable from a related party, partially offset by repayments on related party notes payable, and repayment of advances from related party of $208,481.
Liquidity and Capital Resources
Our future expenditures and capital requirements will depend on numerous factors, including: the rate at which we can lease additional GenFlat containers to new and existing customers, the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; market acceptance of our products and competing products, and the rate at which we hire employees to support operations. We expect that we will incur approximately $403,000 of expenditures per month over the next 12 months since closing of the Public Offering.
As of March 31, 2026, we had cash of $3,986,371, and working capital of $4,988,091. We believe that our existing cash will be sufficient to fund our present operations during the next 12 months and beyond. However, the Company has still had minimal revenue to date, and negative cash flows from operations. The Company’s audited annual consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At March 31, 2026 the Company had not yet achieved consistent profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has initiated a formal sales and marketing plan including direct email campaigns, industry events, and business to business digital advertising to generate sales.
On February 2, 2026, we entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC, in its capacity as underwriter (the “Underwriter”), relating to the Company’s public offering (the “Offering”) of shares of common stock, par value $0.001 per share (the “Common Stock”) pursuant to the Company’s registration statement on Form S-1 (File No. 333-291718) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Underwriting Agreement, the Company agreed to sell 2,333,333 shares of Common Stock at a public offering price of $3.00 per share (the “Offering Price”).
The Company has also agreed to issue the Underwriter a warrant to purchase 116,666 shares of the Company’s common stock at an exercise price of $3.45, which is 115% of the initial public offering price. The Underwriter’s warrant may be exercised in whole or in part, commencing on a date which is six months from February 4, 2026, until February 4, 2031 (the “Representative Warrant”).
The Offering closed on February 4, 2026, and the Company sold 2,333,333 shares of Common Stock to the underwriters for total gross proceeds of approximately $7,000,000. After deducting the underwriting commissions, discounts, and offering expenses, the Company received net proceeds of approximately $6,427,000. The Company intends to raise additional funds pursuant to another equity offering to meet the capital requirements to manufacture its products. However, there is no assurance of additional funding being available through these plans or other sources.
| 25 |
During the period ended September 30, 2025, the Company issued a total of 20,000 shares of its common stock for subscriptions paid for during the year ended June 30, 2025, and issued 16,666 shares pursuant to the settlement of $99,996 in notes payable. During the period ended September 30, 2024, the Company sold a total of 23,000 shares of common stock for total proceeds of $138,000.
During the period ended December 31, 2025, the Company issued a total of 23,667 shares of its common stock for subscriptions paid for during the year ended June 30, 2025. During the period ended December 31, 2024, GenFlat sold a total of 139,044 shares of its common stock in exchange for net cash proceeds of $834,264. These shares were issued subsequent to the period ended December 31, 2024.
During the year ended June 30, 2025, the Company sold a total of 183,711 shares of common stock in exchange for gross cash proceeds of $1,102,264. Of these shares, 43,667 shares sold for $262,000 were not issued as of June 30, 2025 and are recorded as subscription payable on the consolidated balance sheet as of June 30, 2025. The Company also issued 33,333 shares related to subscriptions received during the year ended June 30, 2024. In aggregate the Company issued 173,377 shares of common stock during the year ended June 30, 2025.
During the three months ended March 31, 2025, GenFlat sold a total of 21,667 shares of its common stock in exchange for net cash proceeds of $130,000. These shares were issued subsequent to the period ended March 31, 2025.
Capital Expenditures
We do not have any contractual obligations for ongoing capital expenditures at this time. We do, however, purchase equipment necessary to conduct our operations on an as needed basis.
Contractual Obligations
As of March 31, 2026, there were no material changes in our contractual obligations from those disclosed in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 19, 2025, other than those appearing in the notes to the financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
Critical Accounting Policies and Estimates
The Company considers its critical accounting policies and estimates to be as follows:
Revenue Recognition
The Company is principally engaged in the business of renting collapsible marine shipping containers. The Company’s rental transactions are accounted for under ASC Topic 842, Leases, ("Topic 842"). Our revenue includes revenue generated from renting equipment to customers and is recognized on a straight-line basis over the length of the rental contract. As part of this straight-line methodology, when the equipment is returned, the Company recognizes as incremental revenue the excess, if any, between the amount the customer is contractually required to pay, which is based on the rental contract period applicable to the actual number of days the equipment was out on rent, over the cumulative amount of revenue recognized to date. In any given accounting period, the Company will have customers return equipment and be contractually required to pay more than the cumulative amount of revenue recognized to date under the straight-line methodology. Provisions for discounts, rebates to customers and other adjustments are provided for in the period the related revenue is recorded.
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The Company’s sale of rental and new equipment, parts and supplies to customers are recognized under ASC Topic 606, Revenue from Contracts with Customers, ("Topic 606"). The Company recognizes revenue in these transactions when it satisfies a performance obligation by transferring control over a product or service to a customer. These transactions typically contain a single performance obligation, and a recognized at a point in time. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for such products or services.
Rental Inventory
Rental inventory consists of collapsible marine shipping containers. Rental inventory is stated at cost, with an estimated useful life of 10 years. Generally, when rental equipment is acquired, the Company estimates the period that it will hold the asset, primarily based on historical measures of the amount of rental activity (e.g. equipment usage) and the targeted age of equipment at the time of disposal. The Company also estimates the residual value of the applicable rental equipment at the expected time of disposal. The residual value for rental equipment is affected by factors which include equipment age and amount of usage. Depreciation is recorded over the estimated holding period. Depreciation rates are reviewed on a quarterly basis based on management's ongoing assessment of present and estimated future market conditions, their effect on residual values at the time of disposal and the estimated holding periods. Market conditions for used equipment sales can also be affected by external factors such as the economy, natural disasters, fuel prices, supply of similar used equipment, the market price for similar new equipment and incentives offered by manufacturers of new equipment. These key factors are considered when estimating future residual values and assessing depreciation rates. As a result of this ongoing assessment, the Company makes periodic adjustments to depreciation rates of rental equipment in response to changed market conditions. We had an inventory impairment loss of $0 at March 31, 2026, and 2025, related to a decline in the expected net realizable value of the 40 foot containers.
Accounts Receivable
Accounts receivable is carried at their estimated collectible amounts. Accounts receivable is periodically evaluated for collectability based on past credit history with customers and their current financial condition. We had an allowance of $0 at March 31, 2026, and recognized bad debt expense of $6,120 during the period ended March 31, 2026. We had an allowance of $13,127 at June 30, 2025, and recognized credit losses of $13,127 during the year ended June 30, 2025.
Long-lived Assets
The Company amortizes acquired definite-lived intangible assets over their estimated useful lives. Other indefinite-lived intangible assets are not amortized but subject to annual impairment tests. In accordance with ASC 360 “Property Plant and Equipment,” the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value.
Leases
We account for our leases under ASC 842 - Leases. We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of obligations under operating leases, and obligations under operating leases, non-current on our balance sheets.
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Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date, adjusted by the deferred rent liabilities at the adoption date. Short-term leases of one year or less are not recognized as ROU assets and liabilities. If our leases do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by us as of the specified effective date.
In November 2023, the Financial Accounting Standard Board (“FASB”) issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which amends the existing segment reporting guidance (ASC Topic 280) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount for other segment items by reportable segment and a description of its composition, the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The Company adopted this standard effective July 1, 2024.
There are no other recently issued accounting pronouncements that we have yet to adopt that are expected to have a material effect on our financial position, results of operations, or cash flows.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures.
The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report on Form 10-Q. Based on this evaluation, principal executive officer and principal financial officer concluded that as a result of the material weakness in our internal control over financial reporting discussed below, our disclosure controls and procedures were not effective at ensuring that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure.
The matters involving internal controls and procedures that our management considered to be material weaknesses in our internal control over financial reporting as of March 31, 2026 include the following:
| · | We do not have written documentation of our internal control policies and procedures. | |
| · | Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. To the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. |
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A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard 1305) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
In light of the material weakness described above, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
Changes in Internal Control Over Financial Reporting.
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
Not Applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
ITEM 5. OTHER INFORMATION.
During the three months ended March 31, 2026,
none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)
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ITEM 6. EXHIBITS.
Exhibit Index
| * | Incorporated by reference to Company’s Form 8-K filed on December 30, 2025 |
| ** | Incorporated by reference to Company’s Form 10-K filed on September 19, 2025 |
| *** | Incorporated by reference to Company’s Form S-1 filed on November 21, 2025 |
| **** | Incorporated by reference to Company’s Form S-1 filed on January 7, 2026 |
| + | Indicates a management contract or any compensatory plan, contract or arrangement |
| # | Certain provisions redacted |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
GenFlat Holdings, Inc., Registrant |
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| Date: May 15, 2026 | By: | /s/ Drew D. Hall | |
| Drew D. Hall | |||
| Chief Executive Officer | |||
| Date: May 15, 2026 | /s/ William R. Benz | ||
| William R. Benz | |||
| Chief Financial Officer | |||
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