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

Results of Operations for the year ended June 30, 20252026 and June 30,202430, 2025:

For the year ended June 30, 20252026 the Company generated total revenue of $3,900$30,420 from services provided to the customers.customers through its platform.

For the year ended June 30, 20242025 the Company generated total revenue of $0$3,900 from services provided to the customers.customers through its platform.

Total operating expenses for the year ended June 30, 20252026 were $40,165.$62,492. The operating expenses for the year ended June 30, 20252026 included consulting services of $14,000$12,000; bank charges of $225$114; depreciationamortization expense of $9,408; legal fees of $1,892$1,690; audit fees of $11,000;$15,000 and professional fees of $3,640.$24,280.

Total operating expenses for the year ended June 30, 20242025 were $2,031.$40,165. The operating expenses for the year ended June 30, 202542025 included consulting services of $14,000; bank charges of $32$225; amortization expense of $9,408; legal fees of $1,500$1,892; audit fees of $11,000 and professional fees of $499.$3,640.

AtAs year endedof June 30, 2025,2026, the Company had cash of $39,246.$30,061 Furthermore, the Company hadand a working capital deficit of $10,644.$27,020.

During the year ended June 30, 2025,2026, the Company providedgenerated $3,643$9,284 of cash infrom operating activitiesactivities, primarily due to its net lossloss, andan increase in deferred revenue of $16,500,$1,380, an increase in accounts payable payable-related party of $14,000$12,000, and depreciationamortization expense of $9,408.

During the year ended June 30, 2025,2026, the Company usedhad $0 ofno cash inflows from investing activities.

During the year ended June 30, 2024,2026, the Company generated $49,530$99 of cash infrom financing activities.

We cannot guaranteeassure that we will managebe able to sell all of the shares required.necessary to raise the funds required to execute our business plan. We will attemptseek to raise the necessary funds to proceed with allthe various phases of our plan of operation.operations.

Management believes that current trends toward lower capital investment in start-up companies pose the most significant challenge to the Company’s success over the next year and in future years. Additionally, the Company willis haverequired to meet all the financial disclosure and reporting requirements associated with being being a publiclypublic reporting company. The Company’s managementManagement will haveneed to spenddevote additional time onto policies and procedures to makeensure sure it is compliantcompliance with various applicable regulatory requirements,requirements especially that of Section 404 of the Sarbanes-Oxley Act of 2002. ThisThe additional time required for corporate governance timeand requiredregulatory of managementcompliance could limit the amount of time available to management has to implement isits business plan and could impede the speed of itsCompany’s operations.

There is nolimited historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage of operations and have generated limited revenues since inception. We cannot guaranteeassure that we will be successful in our business operations. Our business is subject subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due due to price and cost increases in services and products.

Statements made in this Form 10-Q that are not historicalhistorical, or current facts are "“forward-looking statements"” made pursuant to the safe harbor provisions of Section 27A of the the Securities Act of 1933 (the "“Act"”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified identified by the use of terms such as "“may"”, "“will"”, "“expect"”, "“believe"”, "“anticipate"”, “estimate”, "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'smanagement’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our 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.

Global Connectivity: marketplace platforms break down geographical barriers, connecting individuals and businesses on a global scale, meaning that sellers can reach a vast audienceaudience, and buyers can access a diverse range of products and services from around the world.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash,cash or cease operations entirely. We believe that we will be able to raise enough money through this offering to expand operationsoperations, but we cannot guarantee that once we expand operations we will stay in business business after doing so. If we are unable to successfully find customers, we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.

We expect we will require additional capital to meet our long termlong-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

For the sixnine months ended DecemberMarch 31, 20252026 we generated generated $13,060$21,920 of revenue. We have incurred $44,504$53,256 of operating expenses for the sixnine months ended DecemberMarch 31, 2025.2026.

To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to continue our proposed operationsoperations, but we cannot guarantee that once we continue operations we will stay in business after doing so.

Our cash balance is $19,046$23,646 as of DecemberMarch 31, 2026. 2025. We believe our cash balance is not sufficient to fund our operations for any period of time. We have been utilizing and may utilize funds funds from Isabel Marin Vargas and Blas Mayor Reyes, our directors, who verbally agreed that they may be willing to provide funds required to to maintain the reporting status and to implement our business plan in a form of a non-secured loan until minimum required proceeds are obtained obtained by the Company. However, there is no contract in place or written agreement securing this agreement. Management believes that if the Company cannot maintain its reporting status with the SEC and implements even a part of the Company’s business plan, they will have to cease all efforts directed towards the company. As such, your investment previously made may be lost in its entirety.

As of DecemberMarch 31, 2024,2026, our total assets were $54,182. $53,512. Total assets were comprised of $11,216$23,646 in current assets and $42,296$30,536 in intangible assets.

As of DecemberMarch 31, 2024,2026, our currenttotal liabilities were were $64,819$96,162 and Stockholders’ deficit was $11,307.$41,980.

For the sixnine months ended DecemberMarch 31, 20252026 net cash cash flows used in operating activities was negative $20,200.$15,600.

For the sixnine months ended DecemberMarch 31, 20242025 net cash cash flows used in operating activities was negative $7,272.$754.

For the sixnine months ended DecemberMarch 31, 20252026 we have have generated no cash from investing activities.

For the sixnine months ended DecemberMarch 31, 20242025 we have have generated no cash used infrom investing activities.

For the sixnine months ended DecemberMarch 31, 20252026 net cash flows provided by by financing activities was $0.

For the sixnine months ended DecemberMarch 31, 20242025 net cash flows usedprovided inby financing financing activities was $17,989.$35,104.