MGNC 10-K
Mag Magna Corp (MGNC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the fiscal year ended
or
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.) | |
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| (Address of principal executive offices, including Zip Code) | ||
| Registrant’s telephone number, including area code: + | ||
| 325 W Washington St Ste 2877, San Diego, CA 92103 | ||
| (Former address, if changed since last report) | ||
| Securities registered under Section 12(b) of the Exchange Act: | ||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| None | N/a | N/a | ||
| Securities registered under Section 12(g) of the Exchange Act: | ||||
| None | ||||
| (Title of Class) | ||||
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ]
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes [ ] No [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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]
As
of April 30, 2025, the last business day of the registrant’s most recently completed fiscal year, the aggregate market value of
the registrant’s common stock held by non-affiliates of the registrant was $
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 July 23, 2025.
TABLE OF CONTENTS
| Page | ||
| PART I | ||
| Item 1. | Business. | 4 |
| Item 1A. | Risk Factors. | 5 |
| Item 1B. | Unresolved Staff Comments. | 5 |
| Item 1C. | Cybersecurity. | 5 |
| Item 2. | Properties. | 5 |
| Item 3. | Legal Proceedings. | 5 |
| Item 4. | Mine Safety Disclosures. | 5 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 6 |
| Item 6. | [Reserved] | 6 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 6 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 9 |
| Item 8. | Financial Statements and Supplementary Data. | 9 |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. | 25 |
| Item 9A. | Controls and Procedures. | 25 |
| Item 9B. | Other Information. | 26 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 26 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance. | 26 |
| Item 11. | Executive Compensation. | 28 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 28 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 29 |
| Item 14. | Principal Accounting Fees and Services. | 29 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules. | 30 |
| Item 16. | Form 10–K Summary. | 30 |
| Signatures | 31 | |
3
PART I
Item 1. Business.
Mag Magna Corp is a company that was incorporated on September 20, 2021. The Company's primary focus lies in assisting and consulting businesses engaged in poultry farming. The corporation's purpose is to introduce and promote alternative methods of raising chickens without the use of antibiotics. The Company has developed formulas for feed additives using natural ingredients and advanced technologies. The Company aims to share its expertise with other firms by promoting alternative approaches to chicken farming that prioritize sustainability.
The Company provides consulting expertise in the following areas:
- Poultry farming optimization, including data analysis, planning, and environmental impact.
- Optimization of bird feeding processes.
- Transitioning to antibiotic-free practices.
- IT product integration, covering software, strategic decision consulting, software acquisitions, and integration.
- Disease prevention and management.
- Egg production and quality improvement.
- Implementing sustainable practices in poultry farming, such as waste management, renewable energy integration, and resource sustainability.
- Poultry genetics and breeding strategies.
- Financial management of poultry farming, including budgeting, financial analysis, insurance, and risk management.
To access our consultancy services, users are required to purchase a subscription plan based on the topics selected via our website (https://magmagna.com/). Available consultancy sets include single-topic consultations and packages of 3, 5, or 7 topics. Subscriptions must comply with our Terms of Service, and refunds are not provided.
Mag Magna Corp has partnered with Ipax LLC (“Ipax”), a Wyoming company. Under a Patent License and Assignment Agreement signed on November 15, 2022, Ipax provided the company with the formula and advisory services.
On October 23, 2023, the Company received the notice of effectiveness from the Securities Exchange Commission. This event is expected to have a positive impact on the Company's financial condition and results of operations.
On February 27, 2024, the Company entered into Application Programming Interface (“API”) Development Agreement to develop the Poultry Wellness Guide API to facilitate the management and monitoring of poultry health and well-being. Since June 2024, Mag Magna Corp has introduced the Poultry Wellness Guide API on website and began selling Subscription Plans for API services. The Poultry Wellness Guide API is an AI-powered tool designed to assist in diagnosing and managing chicken diseases based on breed and symptoms, offering expert recommendations for prevention and treatment. The service covers a variety of 12 common chicken breeds. It provides users with instant access to a comprehensive database that includes detailed information on symptoms, potential causes, and effective management strategies for each breed-specific condition. To access Poultry Wellness Guide API, a subscription purchase is required. The appropriate Subscription Plan for API service determined based on the amount of requests per month. Subscription plans are detailed and available for review on our website (https://magmagna.com/). On our website, users can try the Free Trial version (3 requests per day). Subscriptions must comply with our Terms of Service, and refunds are not provided.
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Employees
As of April 30, 2025, there were two members of the board, Oleg Bilinski, Director, President, Chief Executive Officer (“CEO”), Treasurer, and Secretary, and Tomasz Anczok, Director.
Offices
Our business office is located at Room 2318, Anxiaowo Apartment, Huaqiang Square, Fuhai Sub-District, Bao’an District, Shenzhen City, Guangdong Province, China, 518000. Our telephone number is +86 17823500944.
Item 1A. Risk Factors.
Not applicable for smaller reporting companies.
Item 1B. Unresolved Staff Comments.
Not applicable for smaller reporting companies.
Item 1C. Cybersecurity.
The Company is subject to various laws and rules issued by multiple government agencies concerning the safeguarding and maintaining the confidentiality of its security, customer, and business information. We are committed to protecting the confidentiality, integrity, and availability of our information systems and data.
The Board of Directors maintains oversight of our cybersecurity risks. The Company receives regular updates from management regarding cybersecurity program, including risk assessments, incident response capabilities, and the effectiveness of controls. Management is responsible for assessing and managing our material cybersecurity risks, as well as for the development and implementation of our cybersecurity policies, procedures, and controls, and are responsible for reporting on the program's status and any material cybersecurity incidents to the Board of Directors.
As of the date of this report, we are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
Item 2. Properties.
We do not own any real estate or other properties.
Item 3. Legal Proceedings.
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
Item 4. Mine Safety Disclosures.
Not applicable.
5
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
The Company's common stock is quoted on the OTCQB Market under the trading symbol "MGNC".
Number of Holders
As of April 30, 2025, the 5,829,047 issued and outstanding shares of common stock were held by a total of 51 shareholder of record.
Dividends
We have never declared or paid, and do not anticipate declaring or paying, in the foreseeable future, any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business. Any future determination related to our dividend policy will be made at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our board of directors may deem relevant.
Recent Sales of Unregistered Securities
The company has 75,000,000, $0.001 par value shares of common stock authorized.
During the year ended April 30, 2024, the company issued 1,329,047 shares of common stock for cash proceeds of $33,226 at $0.025 per share.
There were 5,829,047 and 5,829,047 shares of common stock issued and outstanding as of April 30, 2025 and 2024, respectively.
Other Stockholder Matters
None.
Item 6. [Reserved]
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Statements made in this Form 10-K that are not historical
or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities
Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by
the use of terms such as “may”, “will”, “expect”, “believe”, “anticipate”,
“estimate”, “approximate” or “continue”, or the negative thereof. We intend that such forward-looking
statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur
in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our
6
control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
RESULTS OF OPERATIONS
Year ended April 30, 2025 compared to April 30, 2024
Revenues
During the years ended April 30, 2025 and 2024, we have generated total revenue of $49,905 and $5,600, respectively. For the year ended April 30, 2025, the revenue was received from the sale of consulting services and API requests. For the year ended April 30, 2024, the revenue was received from the sale of consulting services.
The reason for the increase in sales for the year ended April 30, 2025 compared to the year ended April 30, 2024 was that the company began selling its services in October 2023.
Operating Expenses
Total operating expenses for the year ended April 30, 2025 were $102,161 compared to $56,475 for the year ended April 30, 2024. Expenses increased in the year ended April 30, 2025 primarily due to the consulting services, marketing services, SEO services, professional fees and server expense. Professional fees primarily increased due to legal and audit fees. Server expense increased due to the fact that the server was rented in February 2024.
Other Income (Expenses)
Total other income for the years ended April 30, 2025 and 2024 was $2 and $22, respectively. The other income included interest income.
Net Losses
The net loss for the year ended April 30, 2025, was $52,254, compared to $50,853 for the year ended April 30, 2024, due to the factors discussed above.
Liquidity and Capital Resources
As of April 30, 2025, our total assets were $144,297, which comprised of prepaid expenses of $25,975, and intangible assets of $118,322. Our total liabilities were $227,595, which comprised accounts payable of $396, deferred income of $5,272 and a Loan Payable due to our former director of $221,927.
As of April 30, 2024, our total assets were $86,772, which comprised of prepaid expenses of $73,600, and intangible assets of $13,172. Our total liabilities were $117,816, which comprised accounts payable of $12,447 and a Loan Payable due to our former director of $105,369.
Stockholders’ deficit has increased from $31,044 as of April 30, 2024 to $83,298 as of April 30, 2025.
7
The company has accumulated a deficit of $121,024 as of April 30, 2025, compared to $68,770 as of April 30, 2024, and further losses are anticipated in the development of its business.
During the year ended April 30, 2025, the Company used $61,558 of cash in operating activities due to its net loss of $52,254, amortization expense of $15,950, increase in prepaid expenses of $18,475, decrease in accounts payable of $12,051 and increase in deferred income of $5,272.
During the year ended April 30, 2025, the Company used $55,000 of cash in investing activities due to an increase in intangible assets.
Net cash flows provided by financing activities for the year ended April 30, 2025, were $116,558 due to net proceeds from the related party loan.
During the year ended April 30, 2024, the company used $107,971 of cash in operating activities due to its net loss of $50,853, amortization expense of $4,034, increase in prepaid expenses of $73,600 and increase in accounts payable of $12,448.
We had no cash flows used in or provided by investing activities for the year ended April 30, 2024.
Net cash flows provided by financing activities for the year ended April 30, 2024, were $107,971 due to net proceeds from the related party loan ($74,745) and share issuance ($33,226).
Critical Accounting Policies and Significant Judgments and Estimates
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.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract with the customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4. Allocate the transaction price. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
The Company generates revenue primarily from two sources: (1) providing Poultry Farming Consultancy services, and (2) sales of subscription plans for its API service.
(1) The revenue for our Poultry Farming Consultancy
is acknowledged at a specific moment when the consulting services are completed and delivered in accordance with contractual terms. The
company assumes no responsibility for any inability to fulfill obligations arising from circumstances beyond reasonable control. Our liability
is restricted to the cumulative sum of payments made by the customer for services specified in the invoice. We may request deposits from
clients before delivering services upon order placement. If deposits are obtained
8
before providing services, the consultancy acknowledges deferred revenue until the service delivery is completed. Payment is typically received prior to the delivery of materials. During the year ended April 30, 2025, we have generated revenue from the providing of our Poultry Farming Consultancy services in the amount of $23,726. The services were provided by the Company’s CEO.
(2) The Subscription Plan for API service is provided on the basis of the amount of requests per month. The service covers a variety of 12 common chicken breeds. It provides users with an access to a comprehensive database that includes detailed information on symptoms, potential causes, and effective management strategies for each breed-specific condition. To access Poultry Wellness Guide API, a subscription purchase is required. Subscriptions must comply with our Terms of Service. Subscription revenue for the API service is recognized ratably over the subscription period. Subscription payments are received in advance of the service period. Such advance payments are recorded as deferred income upon receipt and are recognized as revenue on a straight-line basis over the subscription period the service is provided, reflecting the transfer of control and continuous delivery of the service to the customer. During the year ended April 30, 2025, we have generated revenue from the sale of API requests in the amount of $26,179.
Off-Balance Sheet Arrangements
As of April 30, 2025, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations liquidity, capital expenditures or capital resources.
Limited Operating History and Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated limited revenues. 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.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable for smaller reporting companies.
Item 8. Financial Statements and Supplementary Data.
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INDEX TO AUDITED FINANCIAL STATEMENTS
MAG MAGNA CORP
| Page | ||
| Report of Independent Registered Public Accounting Firm (id: |
11-12 | |
| Balance Sheets as of April 30, 2025 and 2024 | 13 | |
| Statements of Operations for the years ended April 30, 2025 and 2024 | 14 | |
| Statements of Changes in Stockholders’ Equity (Deficit) for the years ended April 30, 2025 and 2024 | 15 | |
| Statements of Cash Flows for the years ended April 30, 2025 and 2024 | 16 | |
| Notes to the Financial Statements | 17 |
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Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Mag Magna Corp
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Mag Magna Corp as of April 30, 2025 and 2024, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Mag Magna Corp as of April 30, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended April 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 2 to the financial statements, the entity has an accumulated deficit and uses net cash for their operating activities and operates at a net loss, all of which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Mag Magna Corp in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Mag Magna Corp is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
11
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/
We have served as Mag Magna Corp's auditor since 2024.
July 23, 2025
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MAG MAGNA CORP
BALANCE SHEETS
As of April 30, 2025 and 2024
| As of April 30, 2025 | As of April 30, 2024 | ||||
| ASSETS | |||||
| Current Assets | |||||
| Prepaid Expense | $ | $ | |||
| Total Current Assets | |||||
| Other Assets | |||||
| Intangible Assets, net | |||||
| Total Other Assets | |||||
| TOTAL ASSETS | $ | $ | |||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||
| Liabilities | |||||
| Current Liabilities | |||||
| Accounts Payable | $ | $ | |||
| Deferred Income | |||||
| Loan Payable – Related Party | |||||
| Total Current Liabilities | |||||
| Total Liabilities | |||||
| Stockholders’ Equity (Deficit) | |||||
Common stock, $1 par value, shares authorized, and shares issued and outstanding at April 30, 2025 and 2024, respectively |
|||||
| Additional Paid-in Capital | |||||
| Accumulated Deficit | ( |
( | |||
| Total Stockholders’ Equity (Deficit) | ( |
( | |||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ |
The accompanying notes are an integral part of these financial statements.
13
MAG MAGNA CORP
STATEMENTS OF OPERATIONS
For the years ended April 30, 2025 and 2024
|
Year ended April 30, 2025 |
Year ended April 30, 2024 | |||
| Revenues: | ||||
| Consulting services | $ | $ | ||
| API requests | ||||
| TOTAL REVENUE | ||||
| OPERATING EXPENSES | ||||
| General and administrative expenses | ||||
| TOTAL OPERATING EXPENSES | ||||
| INCOME (LOSS) FROM OPERATIONS | ( |
( | ||
| OTHER INCOME (EXPENSE) | ||||
| Interest income | ||||
| TOTAL OTHER INCOME (EXPENSE) | ||||
| NET INCOME (LOSS) | $ | ( |
$ | ( |
| NET INCOME (LOSS) PER SHARE | $ | ( |
$ | ( |
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
The accompanying notes are an integral part of these financial statements.
14
MAG MAGNA CORP
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
For the years ended April 30, 2025 and 2024
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | ||||||||||||||
| Shares | Amount | ||||||||||||||||
| Balance at April 30, 2023 | $ | $ | $ | ( |
$ | ( |
|||||||||||
| Sales of common stock at $0.025 per share | |||||||||||||||||
| Net loss | - | ( |
( |
||||||||||||||
| Balance at April 30, 2024 | $ | $ | $ | ( |
$ | ( |
|||||||||||
| Net loss | - | ( |
$ | ( |
|||||||||||||
| Balance at April 30, 2025 | $ | $ | $ | ( |
$ | ( |
|||||||||||
The accompanying notes are an integral part of these financial statements.
15
MAG MAGNA CORP
STATEMENTS OF CASH FLOWS
For the years ended April 30, 2025 and 2024
|
Year ended April 30, 2025 |
Year ended April 30, 2024 | |||
| OPERATING ACTIVITIES: | ||||
| Net income (loss) | $ | ( |
$ | ( |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Amortization expense | ||||
| Changes in operating assets and liabilities: | ||||
| Prepaid expense | ( |
( | ||
| Accounts payable | ( |
|||
| Deferred income | ||||
| NET CASH USED IN OPERATING ACTIVITIES | ( |
( | ||
| INVESTING ACTIVITIES: | ||||
| Intangible Assets | ( |
|||
| NET CASH USED IN INVESTING ACTIVITIES | ( |
|||
| FINANCING ACTIVITIES: | ||||
| Proceeds from loan payable – related party | ||||
| Repayments to loan payable – related party | ( |
( | ||
| Proceeds from share issuance | ||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||
| Net increase (decrease) in cash | ||||
| Cash at beginning of period | ||||
| Cash at end of period | $ | $ | ||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
| Cash payments for: | ||||
| Interest paid | $ | $ | ||
| Income taxes paid | $ | $ | ||
| Non-cash investing and financing activities: | ||||
| Reclassification of Prepaid Expense to Intangible Assets | $ | 66,100 | $ | 9,000 |
The accompanying notes are an integral part of these financial statements.
16
MAG MAGNA CORP
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2025 and 2024
1. THE COMPANY AND BASIS OF PRESENTATION
Mag Magna Corp (“the Company”) was incorporated under the laws of the State of Wyoming, U.S. on September 20, 2021 (Incorporation). The Company's primary focus lies in assisting and consulting businesses engaged in poultry farming. The corporation's purpose is to introduce and promote alternative methods of raising chickens without the use of antibiotics.
The Company has elected April 30th as its fiscal year-end.
2. GOING CONCERN
Our financial statements
have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge our liabilities and
commitments in the normal course of business for the foreseeable future. We have an accumulated deficit of $
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company uses the accrual basis of accounting and accounting principles. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Revenue
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract with the customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4. Allocate the transaction price. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
17
MAG MAGNA CORP
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2025 and 2024
The Company generates revenue primarily from two sources: (1) providing Poultry Farming Consultancy services, and (2) sales of subscription plans for its API service.
(1) The revenue for our Poultry Farming Consultancy
is acknowledged at a specific moment when the consulting services are completed and delivered in accordance with contractual terms. The
Company assumes no responsibility for any inability to fulfill obligations arising from circumstances beyond reasonable control. We may
request deposits from clients before delivering services upon order placement. If deposits are obtained before providing services, the
Company acknowledges deferred revenue until the service delivery is completed. Payment is typically received prior to the service delivery.
During the year ended April 30, 2025 and 2024, we have generated revenue from the providing of our Poultry Farming Consultancy services
in the amount of $
(2) The Subscription Plan for API service is provided
on the basis of the amount of requests per month. The service covers a variety of 12 common chicken breeds. It provides users with an
access to a comprehensive database that includes detailed information on symptoms, potential causes, and effective management strategies
for each breed-specific condition. To access Poultry Wellness Guide API, a subscription purchase is required. Subscriptions must comply
with our Terms of Service. Subscription revenue for the API service is recognized ratably over the subscription period. Subscription payments
are received in advance of the service period. Such advance payments are recorded as deferred income upon receipt and are recognized as
revenue on a straight-line basis over the subscription period the service is provided, reflecting the transfer of control and continuous
delivery of the service to the customer. During the year ended April 30, 2025 and 2024, we have generated revenue from the sale of
API requests in the amount of $
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted 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 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.
Receivables
Receivables are carried at net realizable value, representing
the outstanding balance less an allowance for doubtful accounts based on a review of all outstanding amounts. Management determines the
allowance for doubtful accounts by regularly evaluating individual receivables, and receivables are written off when deemed uncollectible.
Recoveries of receivables previously written off are recorded when received. We had an allowance for doubtful accounts of $
Advertising
The Company recognizes advertising costs in accordance
with ASC 720-35, Advertising Costs (“ASC 720-35”), which requires that all advertising costs be expensed as incurred. Advertising
expense amounted to approximately $
18
MAG MAGNA CORP
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2025 and 2024
Foreign Currency
The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies, and management has adopted ASC 830, “Foreign Currency Translation Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency-denominated transactions or balances are included in the statement.
Intangible Asset
The Company accounts for its intangible assets in accordance with ASC Subtopic 350-40, “Internal-Use Software-Computer Software Developed or Obtained for Internal Use”, and ASC Subtopic 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. ASC Subtopic 350-40 requires assets to be recorded at the cost to develop the asset and requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.
Intangible assets were made up of the following at each balance sheet date:
| Estimated Useful Life (years) | April 30, 2025 | April 30, 2024 | ||||||||
| API | 3 | $ | $ | |||||||
| Website | 3 | |||||||||
| Software | 5 | 9,000 | 9,000 | |||||||
| Accumulated amortization | ( |
) | ( |
) | ||||||
| Net book value | $ | $ | ||||||||
During year ended April 30, 2025 and 2024, we recognized $15,950 and $4,034 worth of amortization expense, respectively.
The Company expects to recognize amortization expense for the capitalized website development and software costs of future years as follows:
| For the fiscal year ending: | Amortization Expense |
| April 30, 2026 | $27,960 |
| April 30, 2027 | $26,020 |
| April 30, 2028 | $26,020 |
| April 30, 2029 | $25,120 |
| April 30, 2030 | $13,202 |
19
MAG MAGNA CORP
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2025 and 2024
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Cash and Cash Equivalents
The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents.
Fair Value of Financial Instruments
ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
Financial instruments consist of the Company’s current assets, accounts payable and amounts due to a related party. The recorded values of all financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires the presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.
Income Taxes
The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.
20
MAG MAGNA CORP
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2025 and 2024
Financial Statement Reclassification
Certain account balances from prior periods have been reclassified in these condensed financial statements to conform to current period classifications.
Accounting Standards Adopted in Fiscal 2025
In November 2023, the Financial Standards Accounting Board (FASB) issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expanded annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The amendments do not change how segments are determined or aggregated, or how thresholds are applied to determine reportable segments. We adopted ASU 2023-07 during the year ended April 30, 2025. See Note 4 "Operating Segments" in the accompanying notes to the financial statements for further detail.
No other recently issued guidance adopted in Fiscal 2025 had a material impact on our financial statements upon adoption or is expected to have a material impact in future periods.
NOTE 4 – OPERATING SEGMENTS
The Company operates as a single operating segment, focusing on the introduction and promotion of alternative methods of raising chickens without the use of antibiotics.
The accounting policies of the operating segment are the same as those described in the summary of significant accounting policies. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income (loss) that is reported on the income statement. The measure of segment assets is reported on the balance sheet as total assets.
5. RELATED PARTY TRANSACTIONS
As of April 30, 2025, the former director of the Company,
Oleg Bilinski, advanced $
6. STOCKHOLDERS’ EQUITY
Upon formation, the total number of shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million (75,000,000) shares of Common Stock, par value of $0.001 per share.
On November 26, 2021 the Company issued 4,500,000 shares of its common stock at $0.001 per share to the former director of the Company, Oleg Bilinski, for total proceeds of $4,500.
During year
ended April 30, 2024 the Company issued 1,329,047 shares of common stock for cash proceeds of $
21
MAG MAGNA CORP
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2025 and 2024
There were shares of common stock issued and outstanding as of April 30, 2025 and 2024.
7. COMMITMENTS AND CONTINGENCIES
During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with Financial Accounting Standards Board (“FASB”) ASC 450-20-50, “Contingencies”. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of April 30, 2025, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.
8. INCOME TAXES
The Company has no tax position at April 30, 2025 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at April 30, 2025. The Company’s utilization of any net operating loss carryforward may be unlikely as a result of its intended activities.
The valuation allowance at April 30, 2025 was $25,415. The net change in valuation allowance from April 30, 2024 to April 30, 2025 was $10,973. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.
Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of April 30, 2025 and 2024. All tax years since inception remain open for examination by taxing authorities of US Federal and state of Wyoming.
The components of the Company’s deferred tax asset computed at the federal statutory rate of 21% is as follows:
|
April 30, 2025 |
April 30, 2024 | |||||||
| Net operating loss carryforward | $ | |||||||
| Effective tax rate | 21% | 21% | ||||||
| Deferred tax asset | ||||||||
| Less: valuation allowance | ( |
( |
||||||
| Net deferred asset | $ | $ | ||||||
22
MAG MAGNA CORP
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2025 and 2024
The income tax provision differs from the amount of income tax determined by applying the statutory income tax rates to pretax income from continuing operations for the year ended April 30, 2025 due to the following:
|
April 30, 2025 |
April 30, 2024 | |||||||
| Book loss | $ | $ | ||||||
| Less: valuation allowance | ( |
( |
||||||
| $ | - | $ | - | |||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $121,024 as of April 30, 2025, for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
9. SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to April 30, 2025, and has determined that it does not have any material subsequent events to disclose in these financial statements other than the event listed below.
Subsequent to April 30, 2025, the Company’s
former CEO, Oleg Bilinski, advanced an additional approximately $14,351 on behalf of the Company. These funds were advanced under the
Loan Payable – Related Party – See Note 5. In addition, on June 4, 2025, the former President and CEO, Oleg Bilinski, forgave
his loan to the Company totaling $236,278. As a result, as of the filing date of this 10-K, the Company's loan balance to the former President
and CEO was $
On June 4, 2025, there occurred a change in control of Mag Magna Corp, a Wyoming corporation (the “Company”). On such date, pursuant to a stock purchase agreement (the “Change-in-Control Agreement”), Wang Gang acquired 4,500,000 shares of the Company’s common stock (the “Control Shares”) from Oleg Bilinski. The Control Shares represent approximately 77.20% of the outstanding shares of the Company’s common stock and constitute voting control of the Company. The total consideration paid by Mr. Wang for the Control Shares was $.50 in cash. Additionally, effective June 4, 2025, Mr. Wang acquired an additional 142,372 shares of the Company’s common stock from 18 Company shareholders for a total of $17,846.50 in cash, pursuant to separate stock purchase agreements.
In conjunction with the Change-in-Control Agreements, on June 4, 2025, Oleg Bilinki resigned as President, Chief Executive Officer, Treasurer, Secretary and Director of the Company, Tomasz Anczok resigned as a Director of the Company and Wang Gang was appointed as the Sole Director, President, Chief Executive Officer, Treasurer and Secretary of the Company.
Certain information regarding the background of Mr. Wang is set forth below.
Wang Gang, 36, has, since 2024, served as Manager at Yilong Energy Holding Co., Ltd., where his duties include market expansion initiatives in the energy sector, analysis of industry trends and competitor strategies, coordinating with technical and sales teams and negotiating contracts with key suppliers. From 2021 to 2024, Mr. Wang served as a
23
Director of Shenzhen Evergreen Retail Group, where his duties included business development, formulating and implementing strategic plans to expand the company's market presence in the retail industry. From 2015 to 2020, he was Store Manager at a SunnyMart Convenience Store, where he managed day-to-day operations of a 24-hour convenience store. From 2011 to 2015, he was a Sales Representative of Shenzhen Star Trading Co., Ltd., where his duties included promoting consumer electronics products (e.g., mobile accessories, smart home, devices) in Shenzhen’s retail market, while developing relationships with 50+ local retailers. Mr. Wang earned a Bachelor of Business Administration from Shenzhen Polytechnic, Nanshan, Shenzhen, Guangdong, China. Until such time as the Company’s level of operations increases, Mr. Wang will devote not less than 20 hours per week on the business of the Company.
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None
Item 9A. Controls and Procedures.
Management’s Report on Internal Controls over Financial Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer at the time, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2025, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of April 30, 2025, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
| 1. | The Company does not have an adequate internal control structure or adequate oversight over financial reporting – The Company has only one member of management whom is also the Company’s sole director, therefore the Company lacks adequate segregation of duties. Further, the Company currently has no Audit Committee. While not being legally obligated to have an audit committee, it is management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. Lastly, due to the minimal operations and small size of the Company we have not employed individuals that have the necessary accounting knowledge and expertise to ensure accurate financial reporting under US GAAP. |
| 2. | The Company lacks appropriate information technology controls - As of April 30, 2025, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. |
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of April 30, 2025, based on criteria established in Internal Control- Integrated Framework issued by COSO in 2013.
25
System of Internal Control over Financial Reporting
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.
-On April 30, 2025, under the supervision and with the participation of our management at the time, an evaluation was conducted of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2025. 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 Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the annual period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
The name, age and titles of our executive officer and director is as follows:
|
Name and Address of Executive Officer and/or Director |
Age | Position |
|
Wang Gang Room 2318, Anxiaowo Apartment, Huaqiang Square, Fuhai Sub-District, Bao’an District, Shenzhen City, Guangdong Province, China, 518000 |
36 | Director, President, Chief Executive Officer, Treasurer and Secretary |
26
Wang Gang has, since 2024, served as Manager at Yilong Energy Holding Co., Ltd., where his duties include market expansion initiatives in the energy sector, analysis of industry trends and competitor strategies, coordinating with technical and sales teams and negotiating contracts with key suppliers. From 2021 to 2024, Mr. Wang served as a Director of Shenzhen Evergreen Retail Group, where his duties included business development, formulating and implementing strategic plans to expand the company's market presence in the retail industry. From 2015 to 2020, he was Store Manager at a SunnyMart Convenience Store, where he managed day-to-day operations of a 24-hour convenience store. From 2011 to 2015, he was a Sales Representative of Shenzhen Star Trading Co., Ltd., where his duties included promoting consumer electronics products (e.g., mobile accessories, smart home, devices) in Shenzhen’s retail market, while developing relationships with 50+ local retailers. Mr. Wang earned a Bachelor of Business Administration from Shenzhen Polytechnic, Nanshan, Shenzhen, Guangdong, China. Until such time as the Company’s level of operations increases, Mr. Wang will devote not less than 20 hours per week on the business of the Company.
As of the date of this report, Wang Gang holds 4,642,772 shares of common stock which represents 79.65% of shares outstanding.
During the past ten years our Director, President, Chief Executive Officer, Treasurer and Secretary, Mr. Wang has not been the subject to any of the following events:
- Any bankruptcy petition filed by or against any business of which they were a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
- Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
- An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Wang’s involvement in any type of business, securities or banking activities.
- Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
- Were the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
- Were found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
- Were the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i. Any Federal or State securities or commodities law or regulation; or
ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity.
Term of Office
Our Directors are appointed to hold office until the next annual meeting of our stockholders or until their respective successor is elected and qualified, or until they resign or are removed in accordance with the provisions of the Wyoming Revised Statutes. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.
27
Director Independence
Our Board of Directors is currently composed of one member, Wang Gang. Wang Gang does not qualify as independent. Our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director Had our Board of Directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
Item 11. Executive Compensation.
The following table sets forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the fiscal years ended April 30, 2025 and 2024:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | |||||||||
|
Wang Gang, President, Director, Treasurer and Secretary
|
2025
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||
| 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||
|
Oleg Bilinski, Former President |
2025 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||
| 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
There are no current employment agreements between the Company and its officer.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information relating to the beneficial ownership of our common stock as of July 23, 2025, by:
● each person, or group of affiliated persons, known by us to beneficially own more than five percent of the outstanding shares of our common stock;
● each of our directors;
● each of our named executive officers; and
● all directors and executive officers as a group.
28
| Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage |
| Common Stock |
Wang Gang Room 2318, Anxiaowo Apartment, Huaqiang Square, Fuhai Sub-District, Bao’an District, Shenzhen City, Guangdong Province, China, 518000 |
4,642,772 shares | 79.65% |
Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities. Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person’s household. This includes any shares such person has the right to acquire within 60 days.
Percent of class is calculated on the basis of the number of fully diluted shares outstanding as of July 23, 2025 (5,829,047).
Effective June 4, 2025, there occurred a change in control of Mag Magna Corp, a Wyoming corporation. On such date, pursuant to a stock purchase agreement (the “Change-in-Control Agreement”), Wang Gang acquired 4,500,000 shares of the Company’s common stock (the “Control Shares”) from Oleg Bilinski. The Control Shares represent approximately 77.20% of the outstanding shares of the Company’s common stock and constitute voting control of the Company. The total consideration paid by Mr. Wang for the Control Shares was $564,380.50 in cash. Additionally, effective June 4, 2025, Mr. Wang acquired an additional 142,772 shares of the Company’s common stock from 18 Company shareholders for a total of $17,846.50 in cash, pursuant to separate stock purchase agreements.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
On November 26, 2021, we issued a total of 4,500,000 shares of Common stock to Oleg Bilinski, our former president, treasurer, secretary and director in consideration of $4,500.
Further, effective December 2, 2021, Mr. Bilinski formally agreed to advance funds to the Company to loan the Company the principal sum of $60,000 for business development under a Loan Agreement. On March 11, 2024, Mr. Bilinski formally entered into an Amendment to the Loan Agreement, increasing the loan amount to $120,000 for business purposes. The loan amount was increased to $160,000 pursuant to an amendment dated September 16, 2024, to $220,000 under a subsequent amendment dated March 21, 2025, and to $250,000 under a subsequent amendment dated April 1, 2025.
There are no promoters of the Company, and have been none, as defined in Item 404(c)(1)(i) of Regulation S-K, other than Mag Magna Corp director.
Item 14. Principal Accounting Fees and Services.
The following is a summary of the fees billed to us by our former independent auditors (BF Borgers CPA PC) and current independent auditors (Mac Accounting Group & CPAs LLP) for professional services rendered related to the fiscal years ended April 30, 2025 and 2024:
| 2025 | 2024 | |||||
| Audit Fees | $ | 27,511 | $ | 19,250 | ||
| Audit Related Fees | - | - | ||||
| Tax Fees | - | - | ||||
| All Other Fees | - | - | ||||
| Total | $ | 27,511 | $ | 19,250 | ||
Fees for all services were pre-approved by the Board of Directors.
29
Audit Fees. Consists of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services in connection with registration statement filings and statutory and regulatory filings or engagements.
Audit-Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”
Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice, and tax planning.
All Other Fees. Consists of fees for products and services other than the services reported above.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
Item 16. Form 10-K Summary.
As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| MAG MAGNA CORP | ||
| Date: July 23, 2025 | By: | s/ Wang Gang |
| Wang Gang, Chief Executive Officer/Director | ||
|
(Principle Executive Officer)
| ||
| s/ Wang Gang | ||
| Wang Gang, Chief Financial Officer/Chief Accounting Officer/Director (Principle Financial Officer) | ||
31