BLNH 10-K & 10-Q changes, risk factors and insider trading
Blue Line Holdings, Inc. · OTC · Bottled & Canned Soft Drinks & Carbonated Waters · CIK 2029586 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We have limited internal controls and possible material weaknesses.”
Largest changes
“We have limited internal controls and possible material weaknesses.”see in full comparison
“With a sole officer, we have limited segregation of duties and rely on outside professionals; these limitations could result in errors in our financial reporting.”see in full comparison
are considered penny stocks or trade in the over-the-counter market Further, for a securities broker which will, under certain circumstances, sell securities which fall under any or all of the categories listed above, the customer, before the securities broker will accept the shares for deposit, must often complete a questionnaire detailing how the customer acquired the shares, provide the securities broker with an opinion of an attorney concerning the ability of the shares to be sold in the public market, and pay a “legal review” fee which in some cases can exceed $1,000.see in full comparison
Full comparison: every changed paragraph (5)
As
of the date of this 10-K there wasis noa limited market for our common stock.
Disclosure
requirements pertaining to penny stocks may reduce the level of trading activity for our common stock if and when it is publicly-traded.stock.
are considered penny stocks or trade in the over-the-counter market Further, for a securities broker which will, under certain circumstances, sell securities which fall under any or all of the categories listed above, the customer, before the securities broker will accept the shares for deposit, must often complete a questionnaire detailing how the customer acquired the shares, provide the securities broker with an opinion of an attorney concerning the ability of the shares to be sold in the public market, and pay a “legal review” fee which in some cases can exceed $1,000.
We have limited internal controls and possible material weaknesses.
With a sole officer, we have limited segregation of duties and rely on outside professionals; these limitations could result in errors in our financial reporting.
Management's Discussion & Analysis (MD&A)
Largest changes
“Our financial statements have been prepared assuming we will continue as a going concern. We have incurred cumulative operating losses since inception, and at June 30, 2026 we had cash of $2,180, a working capital deficit of $83,562, and a total stockholders’ deficit of $83,562. These conditions raise substantial doubt about our ability to continue as a going concern. Our continuation depends on our ability to raise additional capital and ultimately to generate revenue; there is no assurance we will be able to do so.”see in full comparison
“Operating expenses. Total operating expenses were $71,256 for the year ended June 30, 2026, compared to $106,125 for the year ended June 30, 2025, a decrease of $34,869. Professional fees decreased to $32,325 (from $76,997); transfer agent and filing fees increased to $38,546 (from $6,100); general and administrative expenses decreased to $385 (from $1,028); and licensing fees were $0 (compared to $20,000 in the prior year, reflecting the one-time CocoLove license). …”see in full comparison
As of June 30,see in full comparison2025,2026, we had cash of$8,816$2,180 which we obtained from theprivate salesissuance ofourpromissorycommon stock.notes. This compares with cash of$17,594$8,816 asasat June 30,2024.2025. Cash used in operating activities totaled$83,878$65,636 during the year ended June 30,20252026 which was primarily used to fundfundoperating expenses as compared to cash used of $83,878 in 2025 related to our business and Form S-1 registration statement. Cash provided by financing activity was$75,100$59,000 during the year ended June 30, 2026 from the issuance of promissory notes as compared to $75,100 in 2025 related to funds raised in furtherance of our business plan. Subsequent to the year ended June 30, 2026, the Company issued a promissory note for $15,000 which is due February 28, 2027 and the $50,000 promissory note holders agreed to extend the due date from June 30, 2026 to February 28, 2027. We will be required to raise capital or take other measures to fund future development. We expect to incur further losses as we are at the start-up stage. We do not have any firm commitments from any person to provide us with any capital.
“For the year ended June 30, 2025, we experienced a net loss of $106,125. The loss was attributable to $76,997 in professional fees primarily related to our Form S-1 registration statement and $20,000 related to the licensing agreement for the CocoLove water.”see in full comparison
“Net loss. As a result, we incurred a net loss of $81,256 for the year ended June 30, 2026, compared to a net loss of $106,125 for the year ended June 30, 2025.”see in full comparison
“Since we were incorporated on May 16, 2024, we have had limited historical operating results and no meaningful comparative financial results.”see in full comparison
Full comparison: every changed paragraph (8)
Going Concern.
Our financial statements have been prepared assuming we will continue as a going concern. We have incurred cumulative operating losses since inception, and at June 30, 2026 we had cash of $2,180, a working capital deficit of $83,562, and a total stockholders’ deficit of $83,562. These conditions raise substantial doubt about our ability to continue as a going concern. Our continuation depends on our ability to raise additional capital and ultimately to generate revenue; there is no assurance we will be able to do so.
Since
we were incorporated on May 16, 2024, we have had limited historical operating results and no meaningful comparative financial results.
Revenue. We generated no revenue in either period.
Operating expenses. Total operating expenses were $71,256 for the year ended June 30, 2026, compared to $106,125 for the year ended June 30, 2025, a decrease of $34,869. Professional fees decreased to $32,325 (from $76,997); transfer agent and filing fees increased to $38,546 (from $6,100); general and administrative expenses decreased to $385 (from $1,028); and licensing fees were $0 (compared to $20,000 in the prior year, reflecting the one-time CocoLove license). Included in other expenses was $10,000 in interest expenses related to promissory notes issued during the year ended June 30, 2026 (compared to no such expenses in the prior year).
Net loss. As a result, we incurred a net loss of $81,256 for the year ended June 30, 2026, compared to a net loss of $106,125 for the year ended June 30, 2025.
For
the year ended June 30, 2025, we experienced a net loss of $106,125. The loss was attributable to $76,997 in professional fees primarily
related to our Form S-1 registration statement and $20,000 related to the licensing agreement for the CocoLove water.
As
of June 30, 2025,2026, we had cash of $8,816$2,180 which we obtained from the private salesissuance of ourpromissory common stock.notes. This compares with cash of $17,594$8,816 as
as at June 30, 2024.2025. Cash used in operating activities totaled $83,878$65,636 during the year ended June 30, 20252026 which was primarily used to fund
fund operating expenses as compared to cash used of $83,878 in 2025 related to our business and Form S-1 registration statement. Cash provided
by financing activity was $75,100
$59,000 during the year ended June 30, 2026 from the issuance of promissory notes as compared to $75,100 in
2025 related to funds raised in furtherance of our business plan. Subsequent to the year ended June 30, 2026, the Company issued a promissory
note for $15,000 which is due February 28, 2027 and the $50,000 promissory note holders agreed to extend the due date from June 30, 2026
to February 28, 2027. We will be required to raise capital
or take other measures to fund future development. We expect to incur further
losses as we are at the start-up stage. We do not have
any firm commitments from any person to provide us with any capital.
What changed in the latest 10-Q
Risk Factors
Not applicable for smaller reporting companies.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“For the three months ended December 31, 2025, we experienced a net loss of $38,312 of which $28,351 related to transfer agent and filing fees primarily related to the cost of becoming Depository Trust Company (DTC) eligible for electronic clearing and the OTCID application. This compares with a net loss of $20,930 during the comparative December 31, 2024 period in which the Company incurred $19,365 in professional fees as part of its Form S-1 registration statement”see in full comparison
For thesee in full comparisonsixnine months endedDecemberMarch 31,2025,2026, we experienced a net loss of$48,428$65,109 as compared to a net loss of$72,816$82,718 during the comparativeDecemberMarch 31,20242025 period. The Company incurred $35,501 in transfer agent and filing fees during the nine months ended March 31, 2026, primarily related to the cost of becoming Depository Trust Company (DTC) eligible for electronic clearing and the OTCID fee. The loss in the comparative period was attributable to$48,677$55,987 in professional fees related to our Form S-1 registration statement and $20,000 related to the licensing agreement for the CocoLove water.
“For the three months ended March 31, 2026, we experienced a net loss of $16,681 compared with a net loss of $9,902 during the comparative March 31, 2025. The primary increase between the periods related to $5,000 in interest expense incurred during the current period related to promissory notes as compared to no such expense in the comparative 2025 period.”see in full comparison
As ofsee in full comparisonDecemberMarch 31,2025,2026, we had cash of$15,713$7,682 as compared with cash of $8,816 as at June 30, 2025. Cash used in operating activities totaled$52,103$60,134 during thesixnine months endedDecemberMarch 31,20252026 as compared to cash used of$56,639$83,731 in the comparative20242025 period. During both periods,periods,cash was primarily used to fund operating expenses related to our business and for continuous disclosure and the Form S-1 registration statement in the comparative20242025 period. Cash provided by financing activity was $59,000 from the issuance of promissory notes during thesixnine months endedDecemberMarch 31,20252026 as compared to$54,500$75,100 in proceeds from the sale of common shares in the comparative20242025 period. During thesixnine months endedDecemberMarch 31,2025,2026, we issued $9,000 in promissory notes that are payable on demand and $50,000 in promissory notes that are payable by June 30, 2026. We will be required to raise capital or take other measures to fund future development. We expect to incur further losses as we are at the start-up stage. We do not have any firm commitments from any person to provide us with any capital.
Full comparison: every changed paragraph (9)
Three
Months Ended DecemberMarch 31, 20252026
For the three months ended March 31, 2026, we experienced a net loss of $16,681 compared with a net loss of $9,902 during the comparative March 31, 2025. The primary increase between the periods related to $5,000 in interest expense incurred during the current period related to promissory notes as compared to no such expense in the comparative 2025 period.
For
the three months ended December 31, 2025, we experienced a net loss of $38,312 of which $28,351 related to transfer agent and filing
fees primarily related to the cost of becoming Depository Trust Company (DTC) eligible for electronic clearing and the OTCID application.
This compares with a net loss of $20,930 during the comparative December 31, 2024 period in which the Company incurred $19,365 in professional
fees as part of its Form S-1 registration statement
SixNine
Months Ended DecemberMarch 31, 20252026
For
the sixnine months ended DecemberMarch 31, 2025,2026, we experienced a net loss of $48,428$65,109 as compared to a net loss of $72,816$82,718 during the comparative
DecemberMarch 31, 20242025 period. The Company incurred $35,501 in transfer agent and filing fees during the nine months ended March 31, 2026, primarily
related to the cost of becoming Depository Trust Company (DTC) eligible for electronic clearing and the OTCID fee. The loss in the comparative
period was attributable to $48,677$55,987 in professional fees related to our Form S-1
registration statement and $20,000 related to the licensing
agreement for the CocoLove water.
As
of DecemberMarch 31, 2025,2026, we had cash of $15,713$7,682 as compared with cash of $8,816 as at June 30, 2025. Cash used in operating activities totaled
$52,103$60,134 during the sixnine months ended DecemberMarch 31, 20252026 as compared to cash used of $56,639$83,731 in the comparative 20242025 period. During both periods,
periods, cash was primarily used to fund operating expenses related to our business and for continuous disclosure and the Form S-1 registration
statement in the comparative 20242025 period. Cash provided by financing activity was $59,000 from the issuance of promissory notes during
the sixnine months ended DecemberMarch 31, 20252026 as compared to $54,500$75,100 in proceeds from the sale of common shares in the comparative 20242025 period.
During the sixnine months ended DecemberMarch 31, 2025,2026, we issued $9,000 in promissory notes that are payable on demand and $50,000 in promissory
notes that are payable by June 30, 2026. We will be required to raise capital or take other measures to fund future development. We expect
to incur further losses as we are at the start-up stage. We do not have any firm commitments from any person to provide us with any capital.
Our
projected requirements for the twelve months ending DecemberMarch 31, 20262027 are as follows:
See
Note 2 to financial statements included as part of this Quarterly Report for a discussion of our significant accounting policies. As
of DecemberMarch 31, 20252026 we did not have any critical accounting policies.
As
of DecemberMarch 31, 2025,2026, we did not have any off-balance sheet arrangements.
BLNH insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding BLNH (13F)
None of the 59 investors we track reported a position in their latest 13F.