MGNC 10-Q
Mag Magna Corp (MGNC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from __________ to __________
Commission File Number
(Exact name of registrant as specified in its charter)
| 2810 | ||||
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
(Primary Standard Industrial Classification Code Number) |
Huaqiang Square Fuhai Sub-District
+
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Office)
| Securities registered under Section 12(b) of the Exchange Act: | ||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| N/A | N/A | N/A | ||
| Securities registered under Section 12(g) of the Exchange Act: | ||||
| None | ||||
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 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.
| Large accelerated Filer | [ ] | Accelerated Filer | [ ] |
| [X] | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act.
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: common shares issued and outstanding as of November 13, 2025.
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Condensed Financial Statements (Unaudited) | 3 |
| Condensed Balance Sheets as of July 31, 2025 (Unaudited) and April 30, 2024 | 4 | |
| Condensed Statements of Operations for the three months ended July 31, 2025 and 2024 (Unaudited) | 5 | |
| Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months ended July 31, 2025 and 2024 (Unaudited) | 6 | |
| Condensed Statements of Cash Flows for the Nine Months Ended July 31, 2025 and 2024 (Unaudited) | 7 | |
| Notes to the Condensed Financial Statements | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 12 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 13 |
| Item 4. | Controls and Procedures | 14 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 14 |
| Item 1A. | Risk Factors | 14 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
| Item 3. | Defaults Upon Senior Securities | 14 |
| Item 4. | Mine Safety Disclosures | 14 |
| Item 5. | Other Information | 14 |
| Item 6. | Exhibits | 15 |
| Signatures | 16 |
PART I - FINANCIAL INFORMATION
Item 1. Condensed Financial Statements.
The accompanying interim condensed financial statements of Mag Magna Corp. (the “Company,” “we,” “us,” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.
In the opinion of management, the condensed financial statements contain all material adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
MAG MAGNA CORP.
Condensed Balance Sheets
As of July 31, 2025, and April 30, 2024
|
As of July 31, 2025 (Unaudited) |
As of April 30, 2025 | ||||
| ASSETS | |||||
| Current Assets | |||||
| Prepaid Expenses | $ | $ | |||
| 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 | |||||
| Due to Shareholder | |||||
| Total Current Liabilities | |||||
| Total Liabilities | |||||
| Stockholders’ Equity (Deficit) | |||||
|
Common stock, $ par value, shares authorized, and shares issued and outstanding at July 31, 2025, and April 30, 2025, respectively |
|||||
| Additional Paid-in Capital | |||||
| Accumulated Deficit | ( |
( | |||
| Total Stockholders’ Equity (Deficit) | ( |
( | |||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ |
The accompanying notes are an integral part of the condensed financial statements.
MAG MAGNA CORP.
Condensed Statements of Operations
For the Three Months Ended July 31, 2025 and 2024
(Unaudited)
|
Three months ended July 31, 2025 |
Three months ended July 31, 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 the condensed financial statements.
MAG MAGNA CORP.
Condensed Statements of Changes in Stockholders’ Equity (Deficit)
For the Three Months Ended July 31, 2025 and 2024
(Unaudited)
| Common Stock | Additional Paid-in Capital |
Accumulated Deficit | Total Stockholders’Equity (Deficit) | ||||||||||||||
| Shares | Amount | ||||||||||||||||
| Balance at April 30, 2024 | $ | $ | $ | ( |
$ | ( |
|||||||||||
| Net loss | - | ( |
( |
||||||||||||||
| Balance at July 31, 2024 | $ | $ | $ | ( |
$ | ( |
|||||||||||
| Balance at April 30, 2025 | $ | $ | $ | ( |
$ | ( |
|||||||||||
Related-party loan forgiveness |
|||||||||||||||||
| Net loss | - | ( |
( |
||||||||||||||
| Balance at July 31, 2025 | $ | $ | $ | ( |
$ | ( |
|||||||||||
The accompanying notes are an integral part of the condensed financial statements.
MAG MAGNA CORP.
Condensed Statements of Cash Flows
For the Three Months Ended July 31, 2025 and 2024
(Unaudited)
|
Three months ended July 31, 2025 |
Three months ended July 31, 2024 | |||
| OPERATING ACTIVITIES: | ||||
| Net income | $ | ( |
$ | ( |
| 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: Accumulated Depreciation | ||||
| NET CASH PROVIDED BY INVESTING ACTIVITIES | ||||
| FINANCING ACTIVITIES: | ||||
| Proceeds from borrowings – related party | ||||
| Repayments to related party | ( |
( | ||
| 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 |
| Forgiveness of related-party loan | 137,000 | |||
The accompanying notes are an integral part of the condensed financial statements.
MAG MAGNA CORP.
Notes to the Condensed Financial Statements
For the Three Months Ended July 31, 2025 and 2024
(Unaudited)
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 Company’s purpose is to introduce and promote alternative methods of raising chickens without the use of antibiotics.
On June 4, 2025, there occurred a change in control of the Company, whereby Oleg Bilinski 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.
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”).
The results for the three months ended July 31, 2025, are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2025, filed with the Securities and Exchange Commission.
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.
The revenue for our Poultry Farming Consultancy and API requests 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. Since inception, we have generated revenue from the sale of Poultry Farming Consultancy and from the sale of API requests. The services were provided by the Company’s former CEO. The Company’s new management determined to continue the Company’s poultry farming consultancy business. However, a lack of available capital for sales and marketing activities impaired the Company’s ability to generate revenues during the three months ended July 31, 2025.
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 $0 as of July 31, 2025 and April 30, 2025.
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) | July 31, 2025 | April 30, 2025 | ||||||||
| API | 5 | |||||||||
| Website | 3 | $ | $ | |||||||
| Software | 5 | |||||||||
| 139,500 | 139,500 | |||||||||
| Accumulated amortization | ( |
) | ( |
) | ||||||
| Net book value | $ | $ | ||||||||
During the three months ended July 31, 2025 and 2024,
we recognized $
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 (remaining) | $20,672 |
| April 30, 2027 | $26,020 |
| April 30, 2028 | $26,020 |
| April 30, 2029 | $25,120 |
| April 30, 2030 | $13,202 |
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.
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.
Financial Statement Reclassification
Certain account balances from prior periods have been reclassified in these condensed financial statements to conform to current period classifications.
Segment Reporting
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.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40) – Reporting Comprehensive Income – Expense Disaggregation Disclosures. This update requires public entities to include disclosure of specified information about certain costs and expenses. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026. Early adoption is permitted. Management has assessed that additional expense disclosures may be required when the Company adopts this standard.
4. RELATED PARTY TRANSACTIONS
During the three months ended July 31, 2025, the former CEO and Director of the Company, Oleg Bilinski, advanced $14,351 and was repaid $6,816. Effective June 4, 2025, in conjunction with a change in control of the Company, Oleg Bilinski forgave $137,000 in related party loans owed to him by the Company. As a result, at July 31, 2025, the Company’s balance owed to Mr. Bilinski was $92,462.
During the three months ended July 31, 2025, a shareholder advanced $58,972 on behalf of the Company. The balance owed this shareholder was $58,972 as of July 31, 2025.
5. 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.
During the three months ended July 31, 2025, the former CEO and Director of the Company, Oleg Bilinski, forgave $137,000 of his related party loan which increased additional paid-in capital by $137,000.
There were shares of common stock issued and outstanding as of July 31, 2025, and April 30, 2025, respectively.
6. 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 July 31, 2025, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.
7. CHANGE IN CONTROL
On June 4, 2025, there occurred a change in control of 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 $564,380.50 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.
8. SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to July 31, 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.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
Statements made in this Form 10-Q 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 April occurs in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our 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.
Cautionary Statement
The following discussion and analysis should be read in conjunction with our unaudited financial statements and related notes appearing elsewhere herein.
Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described under Forward-Looking Statements. We assume no obligation to update any of the forward-looking statements included herein.
Background
The Company was incorporated on September 20, 2021, under the laws of the State of Wyoming. 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.
The Company 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 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, the Company 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 the Company’s 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. Following the June 4, 2025, change in control of the Company, the Company’s new management determined to continue the Company’s poultry farming consultancy business. However, as discussed below, a lack of available capital for sales and marketing activities impaired the Company’s ability to generate revenues during the three months ended July 31, 2025.
Results of Operations
Three Months Ended July 31, 2025 (“Interim 2026”) and July 31, 2024 (“Interim 2025”).
Revenues. During Interim 2026 and Interim 2025, we generated revenues of $-0- and $5,293, respectively. Revenues during Interim 2025 were derived from the sale of consulting services and API requests. The reason for the lack of sales for Interim 2026 was due to the lack of capital with which to market our services.
Operating Expenses. Operating expenses for Interim 2026 were $90,425, compared to $19,321 for Interim 2025. Operating expenses increased during Interim 2026 primarily due to an increase in professional fees related to the change in management.
Other Income (Expense). Total other income for Interim 2026 and Interim 2025 was $-0- and $2, respectively. The other income during Interim 2025 was comprised entirely of interest income.
Net Loss. The net loss for Interim 2026 was $90,425, compared to a net loss of $14,026 for Interim 2025, due to the factors discussed above.
Liquidity and Capital Resources
As of July 31, 2025, our total assets were $120,379, which were comprised of prepaid expenses of $9,345 and intangible assets of $111,034. Our total liabilities at July 31, 2025, were $157,102, which were comprised of accounts payable of $396, deferred income of $5,272, loan payable related party of $92,462 and due to shareholder of $58,972.
As of April 30, 2025, our total assets were $144,297, which were comprised of prepaid expenses of $25,975 and intangible assets of $118,322. Our total liabilities at April 30, 2025, were $227,595, which were comprised of accounts payable of $396, deferred income of $5,292 and related party loans payable of $221,927.
The Company had an accumulated deficit of $211,449 as of July 31, 2025, compared to an accumulated deficit of $121,024 as of April 30, 2025, with further losses being anticipated in the development of its business for the foreseeable future.
Cash Flows
During Interim 2026, the Company used $ 66,507 of cash in operating activities due primarily to its net loss of $90,425 and change in prepaid expense and amortization expense. We had no cash flows used in or provided by investing activities during Interim 2026. Net cash flows provided by financing activities during Interim 2026 were $66,507 from net advances on related party loans.
During Interim 2025, the Company used $562 of cash in operating activities. We had no cash flows used in or provided by investing activities during Interim 2025. Net cash flows provided by financing activities for Interim 2025 were $562.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support, and credit risk support, or other benefits.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable to smaller reporting companies.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An assessment was conducted with the participation of our principal executive and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 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 Controls Over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the three months ended July 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. 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 1A. Risk Factors.
Not applicable to smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not Applicable.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
Securities Trading Plans of Directors and Executive Officers
The Company’s sole director and officer has not adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(c) of Regulation S-K) during the three months ended July 31, 2025.
Item 6. Exhibits.
| 101.INS** | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH** | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB** | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104** | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
_____________
| * | Filed herewith. |
| ** | Furnished and not filed. |
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: November 14, 2025 | By: | /s/ Wang Gang |
| Want Gang, Chief Executive Officer/Director | ||
| (Principle Executive Officer), Chief Financial Officer/Chief Accounting Officer/Director (Principle Financial Officer) | ||