Mag Magna Corp 10-Q for FY2025 Q1
Mag Magna Corp (MGNC)
About this 10-Q
Mag Magna Corp filed this 10-Q on September 13, 2024, covering the quarter ended July 31, 2024 (FY2025 Q1).
Headline figures
Quarter ended July 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5293
- Net loss
- $14.03K
- compared with a net loss of $7419 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from __________ to __________
Commision
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) |
Oleg Bilinski
Chief Executive Officer
+1
(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 September 13, 2024.
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Condensed Financial Statements (Unaudited) | 4 |
| Condensed Balance Sheets as of July 31, 2024 (Unaudited) and April 30, 2024 | 5 | |
| Condensed Statements of Operations for the three months ended July 31, 2024 and 2023 (Unaudited) | 6 | |
| Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended July 31, 2024 and 2023 (Unaudited) | 7 | |
| Condensed Statements of Cash Flows for the three months ended July 31, 2024 and 2023 (Unaudited) | 8 | |
| Notes to the Condensed Financial Statements | 9 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 18 |
| Item 4. | Controls and Procedures | 18 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 20 |
| Item 1A | Risk Factors | 20 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 20 |
| Item 3. | Defaults Upon Senior Securities | 20 |
| Item 4. | Mine Safety Disclosures | 20 |
| Item 5. | Other Information | 20 |
| Item 6. | Exhibits | 20 |
| Signatures | 21 |
3
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.
4
MAG MAGNA CORP
Condensed Balance Sheets
As of July 31, 2024 and April 30, 2024
|
As of July 31, 2024 (Unaudited) |
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, $ par value, shares authorized, and shares issued and outstanding at July 31, 2024 and April 30, 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 the condensed financial statements.
5
MAG MAGNA CORP
Condensed Statements of Operations
For the three months ended July 31, 2024 and 2023
(Unaudited)
|
Three months ended July 31, 2024 |
Three months ended July 31, 2023 | |||
| 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.
6
MAG MAGNA CORP
Condensed Statements of Changes in Stockholders’ Equity (Deficit)
For the three months ended July 31, 2024 and 2023
(Unaudited)
| Additional | Total | |||||||||||||||||
| Common Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||
| Shares | Amount | Capital | Deficit | Equity (Deficit) | ||||||||||||||
| Balance at April 30, 2023 | $ | $ | $ | ( |
$ | ( |
||||||||||||
| Net loss | - | ( |
( |
|||||||||||||||
| Balance at July 31, 2023 | $ | $ | $ | ( |
$ | ( |
||||||||||||
| Balance at April 30, 2024 | $ | $ | $ | ( |
$ | ( |
||||||||||||
| Net loss | - | ( |
( |
|||||||||||||||
| Balance at July 31, 2024 | $ | $ | $ | ( |
$ | ( |
||||||||||||
The accompanying notes are an integral part of the condensed financial statements.
7
MAG MAGNA CORP
Condensed Statements of Cash Flows
For the three months ended July 31, 2024 and 2023
(Unaudited)
|
Three months ended July 31, 2024 |
Three months ended July 31, 2023 | |||
| 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 | ||||
| NET CASH USED IN 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 | $ | $ | ||
The accompanying notes are an integral part of the condensed financial statements.
8
MAG MAGNA CORP
Notes to the Condensed Financial Statements
For the three months ended July 31, 2024 and 2023
(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). At present, the Company is primarily engaged in organizational activities. 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”).
The results for the three months ended July 31, 2024, 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, 2024, filed with the Securities and Exchange Commission.
9
MAG MAGNA CORP
Notes to the Condensed Financial Statements
For the three months ended July 31, 2024 and 2023
(Unaudited)
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. During the three months ended July 31, 2024, we have generated revenue from the sale of Poultry Farming Consultancy in the amount of $4,400 and revenue from the sale of API requests in the amount of $893. The deferred income was $5,352 as of July 31, 2024. The services were provided by the Company’s CEO.
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, 2024 and April 30, 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.
10
MAG MAGNA CORP
Notes to the Condensed Financial Statements
For the three months ended July 31, 2024 and 2023
(Unaudited)
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, 2024 | April 30, 2024 | ||||||||
| Website | 3 | $ | 9,400 | $ | 9,400 | |||||
| Software | 5 | 75,100 | 9,000 | |||||||
| 84,500 | 18,400 | |||||||||
| Accumulated amortization | (7,563 | ) | (5,228 | ) | ||||||
| Net book value | $ | 76,937 | $ | 13,172 | ||||||
During the three months ended July 31, 2024 and 2023, we recognized $2,335 and $784 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, 2025 (remaining) | $13,616 |
| April 30, 2026 | $16,958 |
| April 30, 2027 | $15,020 |
| April 30, 2028 | $15,020 |
| April 30, 2029 | $14,120 |
| April 30, 2030 | $2,203 |
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.
11
MAG MAGNA CORP
Notes to the Condensed Financial Statements
For the three months ended July 31, 2024 and 2023
(Unaudited)
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.
Recent Accounting Pronouncements
The Company reviews new accounting standards as issued. Management has not identified any new standards that it believes will have a significant impact on the Company’s financial statements.
12
MAG MAGNA CORP
Notes to the Condensed Financial Statements
For the three months ended July 31, 2024 and 2023
(Unaudited)
4. RELATED PARTY TRANSACTIONS
As of July 31, 2024, the director of the Company,
Oleg Bilinski, advanced $
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.
On November 26, 2021 the Company issued 4,500,000 shares of its common stock at $0.001 per share to the director of the Company for total proceeds of $4,500.
During year ended April 30, 2024 the Company issued shares of common stock for cash proceeds of $33,226 at $0.025 per share.
There were shares of common stock issued and outstanding as of July 31, 2024 and April 30, 2024.
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, 2024, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.
7. SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to July 31, 2024, 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 July 31, 2024, the Company’s CEO
advanced an additional approximately $
13
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Mag Magna Corp is a company that was incorporated on September 20, 2021. At present, the company is primarily engaged in organizational activities. 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 established a long-term partnership agreement with Ipax LLC (“Ipax”), a Wyoming company. The Patent License and Assignment Agreement (“Agreement”), grants Mag Magna Corp the exclusive right to distribute, market, and sell a methodology of the developed formula of feed additives that strengthens the immunity of poultry in the U.S. market.
According to the terms of the Agreement, Ipax provides a unique chemical composition of the formula and advisory services to Mag Magna Corp The focus of this collaboration is to improve, promote, boost, enhance, and distribute the methodology of the created formula for the development of feed additives without antibiotics in the market. Together with Ipax, Mag Magna Corp distributes a methodology that allows for the raising of poultry meat under industrial conditions while avoiding the use of antibiotics at all stages of poultry breeding, both for therapeutic and prophylactic purposes. The two key components of this methodology are MAGA and CHASIS, which enable the replacement of antibiotics with a more environmentally friendly formula. Mag Magna Corp is founded on an innovative approach, stability, confidentiality, and guarantee.
14
MAGA is a concentrated immunostimulant substance intended for oral use. This oily concentrate dissolves easily in water and has a distinctive herbal scent, making it an essential component in poultry ration. MAGA possesses numerous properties that benefit the body, including:
| ● | strengthening and stimulating the body's immune system; |
| ● | ensuring energy exchange processes; |
| ● | contributing to the restoration of optimal intestinal microflora; |
| ● | eliminating inflammatory processes; |
| ● | normalization of metabolism; |
| ● | protecting from pathogenic microorganisms; |
| ● | neutralizing the toxic manifestations; |
| ● | activating enzyme reactions; |
| ● | reducing the effect of stress factors; |
| ● | bactericidal and hepatoprotective properties. |
This substance is used to increase the assimilation of nutrients, eliminate intoxications, stimulate and normalize metabolism, increase the body's general resistance, and normalize digestive processes.
The exclusive methodology of the created formula of "MAGA" possesses a bactericidal effect against both gram-negative and gram-positive microorganisms. It is also effective in eliminating inflammatory processes in the gastrointestinal tract, including the oviduct in laying hens. Additionally, it inhibits toxic phenomena, preventing the accumulation of toxins from feed, and provides a general stimulating, tonic, adaptogenic, and anti-stress effect.
The carefully selected composition of extracts, such as sprouts of wheat, wormwood, amaranth, nettle, magnesium chloride, and more, ensures the normalization of metabolism in farm animals and poultry, improving overall body resistance and regeneration of mucous membranes. It increases the intensity and prolongation of egg production in laying hens, stimulates the digestive system, and supplements the ovary of laying hens with macro- and microelements necessary for reproduction. Furthermore, it increases the processes of poultry and animal weight information, and possesses hepatoprotective properties.
CHASIS is a feed additive with a distinct odor of wormwood, which acts as a stabilizer for intestinal microflora. This stabilizer is used to stimulate metabolic processes, prevent bacterial and viral diseases, and help animals adapt to adverse environmental conditions. It helps to inhibit the growth of pathogenic enterobacteria, normalizes intestinal microflora, stabilizes the digestive system, and increases nonspecific resistance and metabolic processes. Additionally, it has a positive effect on productivity, reproduction, bird safety, intestinal passage, feed consumption, and feed digestibility.
15
The active substance in the methodology of "CHASIS" feed additive consists of alkaloids obtained from medicinal plants, which are a source of natural phyto components that are absorbed by 95-98%. The unique properties of the formulation improve performance in monogastric animals and poultry by normalizing the functioning of the gastrointestinal tract and microflora. It restores the optimal pH value in the gastrointestinal tract, increases body resistance to infections and toxin buildup, and has anti-inflammatory, antiseptic, and hepatoprotective properties. It also has an antimicrobial and virucidal effect, eliminates feed losses, and improves the absorption of amino acids. The "CHASIS" feed additive reduces oviduct inflammation in laying hens, has an anthelmintic effect, and prevents oxidation of fats, fatty acids, and sterols that may contribute to toxicosis. It does not contain any genetically modified substances. Overall, the "CHASIS" feed additive enhances the general health of poultry, improves feed conversion, and increases egg production and contains no genetically modified substances.
The feed additive can be administered throughout the entire rearing period and is particularly beneficial during periods of stress and disease prevention. It enhances feed efficiency and nutrient absorption, particularly amino acids, while reducing the number of inflammatory mediators.
Ensuring product quality and safety while addressing the emergence and re-emergence of diseases remains a challenge for the poultry industry. Key factors impacting growth include poultry immunity, health, and production. The link between foodborne and zoonotic diseases and poultry is well-established, posing a potential threat to human health. The presence of high antibiotic residues in food also remains a critical issue. However, it is necessary to point out that chickens are not susceptible to intranasal infection by the SARS-CoV-2 (COVID-19) virus.
Immunity plays a crucial role in protecting animals and preventing diseases. The health of animals is closely linked to their immune system and their ability to fend off invading pathogens. Chickens develop their immune system at various life stages and depend on different types of immunity, including natural or innate immunity, to limit pathogen growth.
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.
16
Employees
Apart from our President, Oleg Bilinski, there are no employees at Mag Magna Corp Mr. Bilinski is entitled to manage all the processes related to the operations of the company.
Offices
Our business office is located at 325 W Washington St Ste 2877 San Diego, CA 92103. There is no formal rent agreement. Our telephone number is +16204692043.
RESULTS OF OPERATIONS
Three months ended July 31, 2024 compared to July 31, 2023
Revenues
During the three months ended July 31, 2024 and 2023, we have generated total revenue of $5,293 and $0, respectively. For the three months ended July 31, 2024, the revenue was received from the sale of consulting services and API requests.
The reason for the increase in sales for the three months ended July 31, 2024 compared to the three months ended April 30, 2023 was that the company began selling its services in October 2023.
Operating Expenses
Total operating expenses for the three months ended July 31, 2024 were $19,321 compared to $7,424 for the three months ended July 31, 2023. Expenses increased in the three months ended July 31, 2024 primarily due to the professional fees, server expense and website development 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 three months ended July 31, 2024 and 2023 was $2 and $5, respectively. The other income included interest income.
Net Losses
The net loss for the three months ended July 31, 2024, was $14,026, compared to $7,419 for the three months ended July 31, 2023, due to the factors discussed above.
Liquidity and Capital Resources
As of July 31, 2024, our total assets were $78,437, which comprised of prepaid expenses of $1,500, and intangible assets of $76,937. Our total liabilities were $123,507, which comprised accounts payable of $12,224, deferred income of $5,352 and a Loan Payable due to our director of $105,931.
17
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 director of $105,369.
Stockholders’ deficit has increased from $31,044 as of April 30, 2024 to $45,070 as of July 31, 2024.
The company has accumulated a deficit of $82,796 as of July 31, 2024, compared to $68,770 as of April 30, 2024, and further losses are anticipated in the development of its business.
During the three months ended July 31, 2024, the company used $562 of cash in operating activities due to its net loss of $14,026, amortization expense of $2,335, decrease in prepaid expenses of $6,000, decrease in accounts payable of $223 and increase in deferred income of $5,352.
We had no cash flows used in or provided by investing activities for the three months ended July 31, 2024.
Net cash flows provided by financing activities for the three months ended July 31, 2024, were $562 due to net proceeds from the related party loan.
During the three months ended July 31, 2023, the company used $6,635 of cash in operating activities due to its net loss of $7,419 and amortization expense of $784.
We had no cash flows used in or provided by investing activities for the three months ended July 31, 2023.
Net cash flows provided by financing activities for the three months ended July 31, 2023, were $6,635 due to net proceeds from the related party loan.
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. |
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.
18
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, 2024. 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.
Management’s Report on Internal Control over Financial Reporting
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, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of July 31, 2024, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 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 July 31, 2024, 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 July 31, 2024, 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.
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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 July 31, 2024, based on criteria established in Internal Control- Integrated Framework issued by COSO.
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, 2024, 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. |
There is no other information required to be disclosed under this item that has not previously been reported.
| Item 6. | Exhibits. |
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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: September 13, 2024 | By: | s/ Oleg Bilinski |
| Oleg Bilinski, Chief Executive Officer/Director | ||
| (Principle Executive Officer) | ||
| s/ Oleg Bilinski | ||
| Oleg Bilinski, Chief Financial Officer/Chief Accounting Officer/Director (Principle Financial Officer) | ||
21
Exhibit 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Oleg Bilinski,, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of MAG MAGNA CORP; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | |
| Date: September 13, 2024 | By: | s/ Oleg Bilinski |
| Oleg Bilinski, Chief Executive Officer/Director | ||
| (Principle Executive Officer) | ||
| s/ Oleg Bilinski | ||
| Oleg Bilinski, Chief Financial Officer/Chief Accounting Officer/Director (Principle Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Oleg Bilinski, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the Quarterly Report on Form 10-Q of MAG MAGNA CORP for the period ended July 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of MAG MAGNA CORP.. |
| Date: September 13, 2024 | By: | s/ Oleg Bilinski |
| Oleg Bilinski, Chief Executive Officer/Director | ||
| (Principle Executive Officer) | ||
| s/ Oleg Bilinski | ||
| Oleg Bilinski, Chief Financial Officer/Chief Accounting Officer/Director (Principle Financial Officer) |