MGNC 10-K & 10-Q changes, risk factors and insider trading

As a smaller reporting company, we are not required to provide the information required by this Item 1A.

Cautionary Statement

The following discussion and analysis should be read in conjunction with our financial statements and related notes appearing in this Annual Report, beginning on page F-1.

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 “Cautionary Note Regarding Forward-looking Statements.” We assume no obligation to update any of the forward-looking statements included herein.

Background

The Company was incorporated under the laws of the State of Wyoming on September 20, 2021. Until January 2026, the Company’s primary business focus was in assisting and consulting businesses engaged in poultry farming.

Effective June 4, 2025, there occurred a change in control of the Company, on which date Wang Gang acquired 4,500,000 shares of the Company’s common stock from Oleg Bilinski, the Company’s then control person, and was appointed the sole officer and director of the Company. Effective December 24, 2025, there occurred a second change in control of the Company. On such date, Harpreet Sangha acquired 4,500,000 shares of the Company’s common stock from the Company’s former control person and was appointed the Sole Officer and Director of the Company.

In January 2026, the Board of Directors determined to change the Company’s plan of business from consulting within the poultry farming industry to acquiring real property rights for the mining and sale of rare earth minerals. To such end, in January 2026, the Company entered into the Properties Agreement relating to certain mineral rights in and to 21 parcels of real property located in Hardin County, Illinois, and three unpatented lode mining claims located in Mohave County, Arizona (the Properties).

The discussion below includes the Company’s operating results and financial position prior to the December 2025 change in control and January 2026 determination to change the Company’s plan of business. It is expected that future operating results of the Company will be significantly different than its historical operating results.

Year Ended April 30, 2026 (“Fiscal 2026”), Compared to Year Ended April 30, 2025 (“Fiscal 2025”).

Revenues. For Fiscal 2026 and Fiscal 2025, we reported no revenues from continuing operations. The poultry-farming consulting and API-subscription activities from which we previously derived revenue were discontinued in connection with the December 2025 change in control and are presented as discontinued operations for both periods; revenue of $49,905 (comprised of $23,726 from poultry-farming consulting services and $26,179 from API requests) reported within discontinued operations for Fiscal 2025 declined to $0 for Fiscal 2026. All of our future revenues, if any, are expected to be derived from our mining and related operations.

Operating Expenses. Total operating expenses for Fiscal 2026 were $13,671,454, which were comprised of $355,174 in general and administrative expenses and $13,316,280 in stock-based compensation. The significant level of stock-based compensation relates primarily to the issuance of a total of 11,350,000 shares of our common stock to third-party consultants, including to our legal counsel for legal services, as we did not possess adequate cash to retain such consultants.

In future periods, we expect our operating expenses to increase significantly, as we further develop our mining opportunities. However, due to our current lack of operating and growth capital, we are unable to predict the timing and amount of increases in our future operating expenses. It is possible that we could issue shares of our common stock in payment of needed services, as we did during Fiscal 2026. However, we have made no determination in this regard.

For Fiscal 2025, total operating expenses from continuing operations were $47,535, which were comprised entirely of general and administrative expenses.

Other Income/Expense. For Fiscal 2026, we reported total other expense of $901,846, which was comprised of $89,725 in interest expense and $812,121 in loss of fair value of derivatives. For Fiscal 2025, we reported $2 in other income, all of which was interest income. Due to the fact that, during Fiscal 2026, we issued promissory notes that are convertible into shares of our common stock, it can be expected that our other income/expense results for future periods will fluctuate.

Discontinued Operations. As part of the change in control effective on December 24, 2025, the prior operation pertaining to the Poultry Farming Consultancy and the Subscription Plan for API services have been discontinued. These operations were considered to no longer be congruent with the Company’s new management team nor with the operations going forward. The cessation of these revenues and the disposal of the associated assets represents a strategic shift that has certain effects on the Company’s operations and financial results. Accordingly, the results of those operations have been classified as discontinued operations in the accompanying consolidated statements of operations for the periods presented, in accordance with ASC 205-20.

Results of discontinued operations for the years ended April 30, 2026 and 2025 are as follows:

Net Loss. For Fiscal 2026, we reported a net loss of $14,717,597, or $(1.87) per share (basic and diluted), compared to a net loss for Fiscal 2025 of $52,254, or $(0.01) per share (basic and diluted).

We expect that we will report net losses at least until such time as our planned mining operations, the timing of which cannot be predicted, inasmuch as we currently lack capital with which to commence such operations.

As of the date of this Annual Report, we lack the capital necessary to satisfy our minimum work-program commitments under the Properties Agreement, to fund the cash installments due under the Properties Agreement and to fund our general working capital requirements. We expect to continue to incur losses and negative cash flow from operations for the foreseeable future. We will need to raise additional capital through the issuance of Put Shares to Monroe Street under the Purchase Agreement and from other equity or debt financings, and there is no assurance that any such capital will be available on acceptable terms, or at all.

Working Capital and Cash Position. As of April 30, 2026, we had cash and cash equivalents of $158,325, total current assets of $158,325, total current liabilities of $1,788,937 and a working capital deficit of $1,630,612. Total current liabilities at April 30, 2026, consisted of accounts payable of $3,494, $275,000 of acquisition payable owed under the Properties Agreement, $493,581 of convertible notes payable (net of discounts), $199,469 of related-party loans, $812,121 of derivative liability and $5,272 of liabilities of discontinued operations. As of April 30, 2025, we had no cash, total current assets of $144,297 (consisting entirely of assets of discontinued operations), total current liabilities of $227,595 and a working capital deficit of $83,298.

The increase in the working capital deficit from April 30, 2025, to April 30, 2026, of $1,547,314 is primarily attributable to (a) the addition of the $275,000 acquisition payable under the Properties Agreement, (b) the addition of the $812,121 derivative liability associated with our having issued convertible instruments, (c) the addition of $493,581 of notes payable, (d) the write-off of the $144,297 of assets of discontinued operations and (e) a $3,098 increase in accounts payable and accrued expenses, partially offset by a $158,325 increase in cash and a $22,458 decrease in related-party loan balances (net of advances and repayments).

Sources of Capital.

Equity Purchase Agreement. On February 25, 2026, we entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Monroe Street Capital Partners, LP, a Delaware limited partnership (“Monroe Street”), under which Monroe Street is committed to purchase up to $30 million of our common stock. Pursuant to the Purchase Agreement, we have the right, in our sole discretion, subject to the conditions and limitations contained therein, to direct Monroe Street, by delivery of a put notice to Monroe Street specifying the number of shares of common stock to be purchased by Monroe Street. Each put is subject to a minimum of $25,000. More details regarding the Purchase Agreement are described in our Current Report on Form 8-K filed on March 9, 2026.

We are required to file a Registration Statement on Form S-1 with respect to the resale of the shares of common stock to be purchased from us by Monroe Street.

There is no assurance that we will sell any shares under the Purchase Agreement to Monroe Street, which circumstance would cause our company difficulties in exploiting our mining opportunities.

Convertible Promissory Notes. At April 30, 2025, we had no outstanding convertible promissory notes. However, during the second half of Fiscal 2026, we issued four convertible promissory notes to obtain needed operating capital. First, in February 2026, we issued (a) to Monroe Street a convertible promissory note (the “Monroe Note”) in the principal amount of $91,292.40 for cash proceeds of $85,530.00 (reflecting $6,762.40 original issue discount) and (b) to Lambda Ventures, LLC (“Lambda Ventures”), a convertible promissory note (the “Lambda Note”) in the principal amount of $91,292.40 for cash proceeds of $85,530.00 (reflecting $6,762.40 original issue discount).

Material terms of the Monroe Note and the Lambda Note (collectively, the “Notes”) include:

In addition, in April 2026, we issued to CFI Capital, LLC (“CFI Capital”) a 6% convertible redeemable convertible note (the “CFI Capital Note”) in the principal amount of $170,000.00 for cash proceeds of $153,000.00 (reflecting $17,000.00 original issue discount).

Material terms of the CFI Capital Note include:

Also in April 2026, we issued to Silvercrest Hybrid Capital LLC (“Silvercrest”) a 12% convertible redeemable convertible note (the “Silvercrest Note”) in the principal amount of $170,000.00 for cash proceeds of $153,000.00 (reflecting $17,000.00 original issue discount).

Material terms of the Silvercrest Note include:

Further, subsequent to April 30, 2026, in May 2026, we issued to GW Capital Investments, LLC (“GW Capital”) a 12% convertible redeemable convertible note (the “GW Capital Note”) in the principal amount of $123,333.33 for cash proceeds of $111,000.00 (reflecting $12,333.33 original issue discount).

Material terms of the GW Capital Note include:

Cash Flows.

Cash Flows from Operating Activities. For Fiscal 2026, net cash used in operating activities was $306,742, compared to $59,584 for Fiscal 2025. The increase in cash used in operating activities was primarily attributable to higher professional, legal and consulting expenses incurred in connection with the change in control, change in business plan, Properties acquisition and preparation of our filings with the SEC, partially offset by changes in working capital components, including (a) an increase in accounts payable and accrued expenses of $3,098 and (b) an increase in accounts payable and accrued expenses – related parties of $48,035. Net cash used in operating activities for Fiscal 2026 also reflects the add-back of non-cash charges, principally $13,316,280 of stock issued for services, $812,121 of change in the fair value of derivative liabilities, $45,021 of amortization of debt discount and $42,003 of shares issued with debt. Because we have no current revenue-generating operations, we expect cash used in operating activities to continue to be funded by capital raised through the Purchase Agreement, , convertible note financings, related-party advances and other financings, until we are able to commence exploration and any future production activities.

Cash Flows from Investing Activities. For Fiscal 2026, net cash used in investing activities was $50,000, consisting of a $25,000 investment in an unrelated business entity and a $25,000 installment payment on the acquisition payable under the Properties Agreement. The acquisition of the Properties on January 19, 2026 was a primarily non-cash transaction at the closing date, recorded as $1,900,000 of mining assets, with consideration consisting of $300,000 of acquisition payable (cash to be paid in installments over the two years following closing) and 2,000,000 shares of common stock issued and valued at $1,600,000. Future cash outflows for investing activities are expected to include the scheduled installment payments under the Properties Agreement ($175,000 in calendar 2026 and $100,000 in calendar 2027, subject to certain extensions) and any exploration expenditures we are able to fund.

Cash Flows from Financing Activities. For Fiscal 2026, net cash provided by financing activities was $515,067, consisting of $448,560 of proceeds from the issuance of convertible notes payable and $66,507 of proceeds from the issuance of convertible notes payable to related parties. For Fiscal 2025, net cash provided by financing activities was $116,558, consisting of $170,707 of proceeds from related-party notes payable, partially offset by $54,149 of principal repayments on related-party notes payable. Related-party loan balances were also affected by the June 4, 2025, forgiveness by our former Chief Executive Officer, Oleg Bilinski, of $137,000 of related-party loans, which was a non-cash transaction recorded as an increase to additional paid-in capital. We received no cash proceeds from sales of our common stock during either period presented: the 2,000,000 shares issued during Fiscal 2026 were issued as consideration for the Properties acquisition, the 11,350,000 shares issued during Fiscal 2026 were issued to consultants for services rendered, and the 45,000 shares issued during Fiscal 2026 were issued in connection with convertible note financings. We have not delivered any Put Notice under the Purchase Agreement.

Material Cash Requirements. Our material cash requirements over the next twelve months consist of (i) the cash installments remaining unpaid under the Properties Agreement, of which $25,000 was paid during Fiscal 2026 and $275,000 remained outstanding at April 30, 2026 ($25,000 within 90 days of closing; $25,000 within 120 days of closing; $125,000 on the first anniversary of closing; and $100,000 on the second anniversary of closing, in each case subject to extension); (ii) minimum work-program commitments of $100,000 for 2026 and $200,000 for 2027; (iii) recurring legal, audit and other professional fees associated with being a public reporting company; and (iv) general working-capital needs. We currently do not have sufficient cash on hand to satisfy these requirements and will need to raise capital from the Purchase Agreement or other sources to do so.

Going Concern. As discussed in Note 2 to our financial statements, our auditors have expressed substantial doubt about our ability to continue as a going concern. The Company has an accumulated deficit of $14,838,621 as of April 30, 2026, a net loss of $14,717,597 for the year ended April 30, 2026, and used net cash of $306,742 in operating activities from continuing operations for the year ended April 30, 2026. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.

Nine Months Ended January 31, 2026 (“Interim 2026”), and January 31, 2025 (“Interim 2025”).

Revenues. During Interim 2026, the Company generated no revenues, compared to revenues of $23,726 (unaudited) during Interim 2025. The revenues generated during Interim 2025 were derived from the Company’s now-abandoned plan of business.

Operating Expenses. During Interim 2026, the Company incurred operating expenses of $228,839 (unaudited), compared to operating expenses of $73,360 (unaudited) for Interim 2025.

Other Income. During Interim 2026, the Company had not items of other income or other expense, compared to $2 (unaudited) in other income for Interim 2025.

Net Loss. During Interim 2026, the Company incurred a net loss of $228,839 (unaudited), compared to a net loss of $29,730 (unaudited) for Interim 2025.

As of January 31, 2026, the Company had $26,400 (unaudited) in cash, $499,502 (unaudited) in current liabilities and a working capital deficit of $475,137 (unaudited). As of April 30, 2025, the Company had no cash, $227,927 in current liabilities and a working capital deficit of $201,620

During Interim 2026, $110,942 (unaudited) of cash was provided by financing activities, compared to $31,218 (unaudited) of cash provided in financing activities for Interim 2025.

At January 30, 2026, and at April 30, 2025, the Company had no off-balance sheet arrangements.