Filed 2025-07-08 · Period ending 2025-03-31 · 34,527 words · SEC EDGAR
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# AVAI BIO, INC. (AVAI) — 10-K
**Filed:** 2025-07-08
**Period ending:** 2025-03-31
**Accession:** 0001740797-25-000038
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1740797/000174079725000038/)
**Origin leaf:** 3039fbca749b9e2082da94aa3355d0e73f18459224ffd87c999ba3a53b63cf55
**Words:** 34,527
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**UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION**
**Washington, D.C. 20549**
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**FORM 10-K**
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**[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES**
**EXCHANGE ACT OF 1934**
For the fiscal year ended March 31, 2025
**[ ]TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(D) OF THE**
**SECURITIES EXCHANGE ACT OF 1934**
For the transition period from __________ to __________
Commission file number 333-225433
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AVANT TECHNOLOGIES INC. | |
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(Exact name of small business issuer as specified in its charter) | |
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Nevada |
38-4053064 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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**Sv. Stepono g. 27D-2, LT-01315
Vilnius, Lithuania**
**(**USA Address: 5348
Vegas Drive,Las Vegas,NV89108)
(Address of principal executive
offices and Zip Code)
**866-533-0065**
(Registrants telephone number, including area
code)
info@avanttechnologies.com
(Registrants email)
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Securities registered under Section 12(b) of the Exchange Act: | |
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered | |
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Common Stock, $0.001 par value |
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AVAI |
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OTC Markets | |
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Securities registered under Section 12(g) of the Exchange Act: | |
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None | |
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule405 of the Securities Act.
Yes[]No[X]
Indicate by check mark if the registrant is not required
to file reports pursuant to Section13 or Section 15(d) of the Exchange Act.
Yes[]No[X]
Indicate by check mark whether the registrant (1)has
filed all reports required to be filed by Section13 or 15 (d)of the Securities Exchange Act of 1934 during the preceding 12months
(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 90days.
Yes[X]No[]
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 [X] No
Indicate by check mark if disclosure of delinquent
filers pursuant to Item405 of RegulationS-K is not contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by reference in PartIII of this Form 10-K or any amendment
to this Form 10-K.
Yes []No[X]
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions oflarge
accelerated filer,accelerated filer,smaller reporting companyandemerging
growth companyin Rule 12b-2 of the Exchange Act:
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
[X] |
Smaller reporting company |
[X] | |
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(Do not check if a smaller reporting company) |
Emerging growth company |
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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 has filed a report on and attestation to its managements assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. [ ]
If securities are registered pursuant to Section 12(b) of the
Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error
to previously issued financial statements. [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule12b-2 of the Exchange Act).
Yes[]No[X]
As of March 31, 2025, the market value of our common
stock held by non-affiliates was approximately $65,934,486which is computed based upon the closing price on that date of the Common
Stock of the registrant on the OTC QB maintained by OTC Markets Group Inc. of $0.48. For purposes of this response, the registrant has
assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant.
State the number of shares outstanding of each of
the issuer's classes of common equity, as of the latest practicable date:137,511,233 common shares issued and outstanding as of
July 7, 2025.
Documents incorporated by reference: None
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TABLE OF CONTENTS
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PART I |
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Item 1. |
Description of Business. |
5 | |
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Item 1A. |
Risk Factors. |
8 | |
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Item 1B. |
Unresolved Staff Comments. |
12 | |
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Item 1C. |
Cybersecurity. |
13 | |
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Item 2. |
Properties. |
13 | |
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Item 3. |
Legal proceedings. |
13 | |
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Item 4. |
Mine Safety Disclosures. |
13 | |
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PART II |
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Item 5. |
Market for Common Equity and Related Stockholder Matters. |
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Item 6. |
Selected Financial Data. |
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Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations. |
18 | |
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
23 | |
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Item 8. |
Financial Statements and Supplementary Data. |
23 | |
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Item 9. |
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure. |
48 | |
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Item 9A. |
Controls and Procedures. |
48 | |
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Item 9B. |
Other Information. |
49 | |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
49 | |
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PART III |
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Item 10. |
Directors, Executive Officers, Promoters and Control Persons of the Company. |
49 | |
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Item 11. |
Executive Compensation. |
51 | |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
52 | |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
52 | |
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Item 14. |
Principal Accounting Fees and Services. |
53 | |
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PART IV |
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Item 15. |
Exhibits and Financial Statement Schedules. |
53 | |
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Item 16. |
Form 10K Summary. |
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Signatures |
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**STATEMENT REGARDING FORWARD-LOOKING STATEMENTS**
In this annual report, references to AVANT
AVAI TREND, TREN, or the Company, or we, or us, and
our refer to AVANT TECHNOLOGIES INC. (formerly TREND INNOVATIONS HOLDING INC.). Except for the historical information contained
herein, some of the statements in this report contain forward-looking statements that involve risks and uncertainties. These statements
are found in the sections entitled Business, Managements Discussion and Analysis of Financial Condition and
Results of Operations, and Quantitative and Qualitative Disclosures about Market Risk. They include statements concerning:
our business strategy; expectations of market and customer response; liquidity and capital expenditures; future sources of revenues; expansion
of our proposed product line; and trends in industry activity generally. In some cases, you can identify forward-looking statements by
words such as may, will, should, expect, plan, could,
anticipate, intend, believe, estimate, predict, potential,
goal, or continue or similar terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including, but not limited to, the risks outlined under Risk Factors, that may cause
our or our industrys actual results, levels of activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For example, assumptions
that could cause actual results to vary materially from future results include, but are not limited to our ability to successfully develop
and market our products to customers; our ability to generate customer demand for our products in our target markets; the development
of our target markets and market opportunities; our ability to manufacture suitable products at a competitive cost; market pricing for
our products and for competing products; the extent of increasing competition; technological developments in our target markets and the
development of alternate, competing technologies in them; and sales of shares by existing shareholders. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any
forward-looking statements.
**Below
is a summary of material factors that make an investment in our securities speculative or risky. Importantly, this summary does not address
all of the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized in this risk factor summary,
as well as other risks and uncertainties that we face, can be found under Risk Factors in Part I, Item 1A of this Annual
Report on Form 10-K. The below summary is qualified in its entirety by that more complete discussion of such risks and uncertainties.
You should consider carefully the risks and uncertainties described under Risk Factors in Part I, Item 1A of this Annual
Report on Form 10-K as part of your evaluation of an investment in our securities.**
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We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. | |
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Our limited operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance. | |
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Our results of operations have not resulted in profitability and we may not be able to achieve profitability going forward. | |
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We have not generated positive cash flow from operations and our ability to generate positive cash flow is uncertain. If we are unable to generate positive cash flow or obtain sufficient capital when needed, our business and future prospects will be adversely affected and we could be forced to suspend or discontinue operations. | |
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We will require additional capital to support business growth and this capital might not be available on acceptable terms, if at all. | |
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We depend upon key personnel and need additional personnel. | |
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Our business requires substantial capital and if we are unable to maintain adequate cash flows from operations our profitability and financial condition will suffer and jeopardize our ability to continue operations. | |
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There is currently a limited public market for our common stock. Failure to further develop or maintain a trading market could negatively affect the value of our common stock and make it difficult or impossible for you to sell your stock. | |
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If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock. | |
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Because we are quoted on the OTC QB marketplace instead of a national securities exchange, our investors may experience significant volatility in the market price of our stock and have difficulty selling their shares. | |
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Our stock price and trading volume may be volatile, which could result in substantial losses for our stockholders. | |
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We have not paid dividends in the past and have no immediate plans to pay cash dividends. | |
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Shares eligible for future sale may adversely affect the market for our Common Stock. | |
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You may experience future dilution as a result of future equity offerings. | |
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Our charter documents and Nevada law may inhibit a takeover that stockholders consider favorable. | |
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There are limitations on director/officer liability. | |
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Penny stock regulations may impose certain restrictions on marketability of our securities. | |
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FINRA sales practice requirements may limit a stockholders ability to buy and sell our stock. | |
**PART I**
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**Item 1. Description of Business.**
Overview
Avant Technologies Inc.(f/k/a
Trend Innovations Holding Inc.) is a technology company specializing in acquiring, creating, and developing innovative and advanced technologies
utilizing artificial intelligence (AI) as well as providing a host of information technology consulting services. The Company considers
itself a native expert in the field of information technology based on artificial intelligence. The Companys key acquisitions include
Avant! AI and a Joint Venture and License Agreement (the License Agreement) with Ainnova Tech Inc. (AINN).These
acquisitions provide the Company with resources in full-stack software development, database management, data integration, project management,
and cloud services.
Avants mission is
to provide innovative and effective AI solutions that transform businesses and positively impact society. Avant strives to push the boundaries
of AI technology and empower organizations to achieve their full potential. We believe that our technology can provide a self-sustained
system that prepares its data from unlabeled information (Unsupervised Clustering), and then analyzes it using various, proprietary, supervised
learning techniques, thereby improving data efficiency. Unsupervised learning pre-processes and extracts meaningful features from raw
or unlabeled data, preparing them as inputs for the supervised learning model. This process also facilitates True Learning from Experience.
Unsupervised learning is utilized to learn relevant information from many source domains. This knowledge is then evaluated and applied
to a related or different domain(s), where information might be in short supply. This represents a true learning capability. Avant can
leverage the knowledge learned from the source domain to improve performance in the other domains, as well as Factual discovery/conclusion
by learning data. Avants Unsupervised learning techniques, like clustering, help identify groups or patterns in the data, reaching
conclusions. Then its supervised learning mechanism can create new datasets (information), which are used for further domains, improving
classification and regression tasks. This feature is a true reasoning mechanism.
On May 23, 2023, the Company
filed an application with the Financial Industry Regulation Authority (FINRA) in order to change the name and trading symbol of the Company.
On July 18, 2023, FINRA announced the Companys Name Change and Symbol Change, which became effective on July 19, 2023 on the OTC
Markets. The Name Change and Symbol Change do not affect the rights of the Companys security holders. The Companys securities
will continue to be quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the
Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are
tendered for exchange or transfer to the Companys transfer agent.
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On March 6, 2023, the Company filed a Certificate
of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of
authorized shares of the Companys common stock from 255,000,000 to 520,000,000 shares (the Charter Amendment) of
which 500,000,000 shall be common stock, $0.001 par value per share, and 20,000,000 shall be preferred stock, $0.001 par value per share.
On June 28, 2019, the Company acquired Thy News LLC,
an owner of a news application with feed from various sources that users can choose and customize. It is available for free download in
Apple AppStore and Google Play Market. Users also will be able to subscribe for additional paid features that extend the functionality
of the original app. At the moment of the first release, the apps news database consisted of 24,000 processed news sources, and
as of December 31, 2019 this amount increased for more 75,000 processed sources to a total of 99,000 processed sources. From January 1,
2020 to September 30, 2023 the Company acquired additional 50,000 processed sources. As of March 31, 2025, the users of the app have an
opportunity to choose interesting and relevant news feeds from 149,000 processed sources.
*Acquiring Avant! AI Assets*
On April 3, 2023, the Company, entered into an Asset
Purchase Agreement (APA) along with GBT Tokenize Corp. (Seller),
which Seller developed and owns a proprietary system
and method named Avant-Ai, which is a text-generation, deep learning self-training model that is working based on an innovative, unique
concept which learns on its own and constantly enhances its information database with the advantage of unsupervised learning capabilities
(the System). At closing, in consideration of acquiring the System, the Company issued to the Seller 26,000,000 common shares
of the Company (the Shares). The Shares will be restricted per Rule 144 as promulgated under the Securities Act of 1933,
as amended (the 1933 Act) and Seller agreed to a lock-up period of nine (9) months following closing (the Lock Up
Term).
*Acquiring Instant Fame Assets*
On April 3, 2023, the Company, enteredintoan
Asset Purchase Agreement (Treasure APA) with Treasure Drive Ltd. (TD) pursuant to which the Company agreed
to acquire a technology portfolio including certain source codes and pending patent applications which have applications in a variety
of areas including creating systems and methods of facilitating digital rating and secured sales of digital works as well as core virtual
reality platforms known as digital auction systems, rating and secure sales via open bid auctions (Instant Fame Assets).
At closing, in consideration of the Instant Fame Assets, the Company issued TD 5,000 shares of Series A Preferred Stock of the Company
with a stated valued at $5,000 per share each (the Preferred Shares Series A). The Preferred Shares Series A may be converted
at the option of TD into the Company shares of common stock at a conversion price equal to a 5% discount to the weighted average closing
price during the five (5) days prior of such conversion, and will include a 4.99% beneficial ownership limitation. The Preferred Shares
Series A will have no voting rights and will be entitled to a payment equal to the stated value of the Preferred Shares Series A in the
event of the Company liquidation only.
In addition, the Company andElentina Group,
LLC (Elentina) entered into a Service Agreements in which Elentina, was engaged to provide certain capital markets services
for a flat quarterly fee of $75,000 paid in shares of common stock (the Elentina Common Stock). The Elentina Common Stock
to be issued within five days of the first day of quarter during the term (ie January 1, April 1, July 1 and October 1). The Elentina
Common Stock shall be fully earned upon issuance. The number of shares of Elentina Common Stock to be issued will be determined by dividing
the quarterly fee of $75,000 by the Companys ten (10) day VWAP, which shall at no point be less than $0.10 per share.
In connection with the offering, the Company filed
a Certificate of Designation to its Articles of Incorporation designating 5,000 shares of its Preferred Stock of Series A.
**
*Acquiring Wired4Health Assets (Divested)*
On April 5, 2024, the Company, entered into an Asset
Purchase Agreement (W4H APA) with Wired4Health, Inc. (Seller or W4H), pertaining to certain
technology assets, providing full-stack software development, database management, data integration, project management and cloud services
resources. The assets being acquired include an agreement and amendments between W4H and Sentry Data Systems/Craneware, an agreement between
W4H and Respec, Inc., agreements between W4H and all of its employees and contractors assigned to Sentry Data Systems/Craneware and Respec,
Inc. customer accounts, Website and Internet Domain Name, Wired4Health.com and all of its content (the Website), and any
other rights associated with the Website, including, without limitation, any intellectual property rights, all related domains, logos,
customer lists and agreements, email lists, passwords, usernames and trade names, and all of the related social media accounts, if any,
and any other associated rights, etc. (the W4H Assets). At closing, in consideration of acquiring the Assets, the Company
issued Seller an amortizing secured promissory note in the principal amount of $1,200,000 (Secured Note) of the Companys
Series B Convertible
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Preferred Stock with a stated value of $1,000,000
(the Preferred Stock) The Secured Note is payable by the Company to the Seller in 24 equal monthly installments of principal
and interest in the amount of $52,427 on the first day of each month, beginning on the first day of the month following the closing of
the transaction and continuing on the first day of each consecutive month thereafter until the note is fully paid, but in no case less
than two billing cycles of W4H activity. The Secured Note bears interest of five percent (5%) per annum accrued monthly (0.42% per month
on the outstanding principal balance).
The Preferred Stock Series B has an aggregate stated
value of $1,000,000, where the conversion price is equal to the lesser of $1.00 per share each, on a fully diluted basis, or the volume-weighted
average market price (VWAP) of the Companys common stock as traded on the OTC Markets for the most recent 30 days prior to deal
closure (the Conversion Price). Conversion will include a 4.99% beneficial ownership limitation and a leak out agreement
allowing daily sales to not exceed 25% of the total daily volume.
The Secured Note is
secured by the Assets pursuant to the terms of a Security Agreement which, among other things, will authorize the Seller to file a UCC1
Financing Statement in the State of Nevada.As of the date hereof, the Company is obligated
on approximately $1,200,000 face amount of Secured Notes issued to the Seller. The Secured Note is a debt obligation arising other than
in the ordinary course of business which constitute a direct financial obligation of the Company. Effective May 7, 2024, in connection
with the offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 1,000,000 shares of its
preferred stock.
On September 9, 2024, Avant Technologies Inc. entered
into a Cancellation Agreement with Wired4Health, Inc. ("W4H"), a Florida corporation, mutually agreeing to terminate the Asset
Purchase Agreement ("APA") dated April 5, 2024, between the two parties. The APA, originally executed on April 5, 2024, between
Avant and Wired4Health, pertained to the acquisition of certain technology assets, including agreements with Sentry Data Systems/Craneware,
Respec, Inc., and other intellectual property rights related to Wired4Health's business operations. In consideration for the acquisition,
Avant had agreed to pay Wired4Health $2,200,000, partially through a secured promissory note and preferred stock. As of September 9, 2024,
both parties agreed to cancel and nullify the original APA under the following terms:
1. Termination of the Original
Agreement: The APA dated April 5, 2024, is terminated in its entirety. Any obligations under the Secured Promissory Note and related Security
Agreement are rendered null and void;
2. Retention of Payments: Any
payments already made by Avant in the ordinary course of business toward the promissory note are retained by Wired4Health, with the remaining
balance of the promissory note deemed void and unenforceable;
3. Release of Claims: Both Avant
and Wired4Health have mutually released and discharged each other from any claims, liabilities, or demands related to the APA. Neither
party shall have any further obligations or claims against the other;
4. Voidance of Instruments: The
Secured Promissory Note and any other instruments associated with the APA are void and have no further legal effect;
5. No Further Obligations: The
parties have agreed that there are no further penalties, remedies, or obligations due to either party following the cancellation of the
AP
**
**Employees Identification**
The Companys Board Members include: Natalija
Tunevic, Secretary; Ivan Lunegov, President & Director; Vitalis Racius, Chief Financial Officer, Director &Treasurer. Officer
which is not director and member of the Board: Chris Winter, Chief Executive Officer.
**Government Regulation**
We will be required to comply with all regulations,
rules, and directives of governmental authorities including the US Securities and Exchange Commission and agencies applicable to our business
in any jurisdiction with which we would conduct activities. We do not believe that governmental regulations will have a material impact
on the way we conduct our business.
****
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**Item 1A. Risk Factors.**
As a Smaller Reporting Company, the Company
is not required to include the disclosure under this Item 1A. Risk Factors. Despite the fact that we are not required to provide risk
factors, we consider the following factors to be risks to our continued growth and development:
**WE HAVE A LIMITED OPERATING HISTORY IN AN EVOLVING
INDUSTRY, WHICH MAKES IT DIFFICULT TO EVALUATE OUR FUTURE PROSPECTS AND MAY INCREASE THE RISK THAT WE WILL NOT BE SUCCESSFUL.**
We have a limited operating history in an evolving
industry that may not develop as expected. Assessing our business and future prospects is challenging in light of the risks and difficulties
we may encounter. These risks and difficulties include our ability to:
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accurately forecast our revenues and plan our operating expenses; | |
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successfully expand our business; | |
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assimilate our acquisitions; | |
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adapt to rapidly evolving trends in the ways consumers and businesses interact with technology; | |
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avoid interruptions or disruptions in the offering of our products and our services; | |
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develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased usage, as well as the deployment of new features and products; | |
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hire, integrate and retain talented sales, customer service, technology and other personnel; and | |
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effectively manage rapid growth in personnel and operations; and | |
If the demand for our services and/or platforms/products
offered or our products under development are not finalized, our business will be harmed. We may not be able to successfully address these
risks and difficulties, which could harm our business and results of operations.
**OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT
FOR US TO EVALUATE OUR FUTURE BUSINESS PROSPECTS AND MAKE DECISIONS BASED ON THOSE ESTIMATES OF OUR FUTURE PERFORMANCE.**
We have a limited operating history and,as a
consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Reliance on the historical
results may not be representative of the results we will achieve. Because of the uncertainties related to our limited historical operations,
we may be hindered in our ability to anticipate and timely adapt to increases or decreases in revenues or expenses. If we make poor budgetary
decisions as a result of unreliable historical data, we could be less profitable or continue to incur losses.
**OUR RESULTS OF OPERATIONS HAVE NOT RESULTED IN
PROFITABILITY AND WE MAY NOT BE ABLE TO ACHIEVE PROFITABILITY GOING FORWARD.**
The Company does not accrue or capitalize development
costs (or any costs to this effect) and expense it to its profit and loss statements as required by US GAAP. As such, the Company incurred
a net loss of $1,142,115 for the year ended March 31, 2025 and net loss of $2,128,475 for the year ended March 31, 2024. If we incur additional
significant operating losses, our stock price,
may decline, perhaps significantly. Our management
is developing plans to alleviate the negative trends and conditions described above. Our business plan is speculative and unproven. There
is no assurance that we will be successful in executing our business plan or that even if we successfully implement our business plan,
that we will be able to curtail our losses now or in the future. Further, as we are an emerging enterprise, we expect that net losses
will continue, and our working capital deficiency will increase.
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**WE HAVE NOT GENERATED POSITIVE CASH FLOW FROM OPERATIONS,
AND OUR ABILITY TO GENERATE POSITIVE CASH FLOW IS UNCERTAIN. IF WE ARE UNABLE TO GENERATE POSITIVE CASH FLOW OR OBTAIN SUFFICIENT CAPITAL
WHEN NEEDED, OUR BUSINESS AND FUTURE PROSPECTS WILL BE ADVERSELY AFFECTED AND WE COULD BE FORCED TO SUSPEND OR DISCONTINUE OPERATIONS.**
Our operations have not generated positive cash flow
for any period since our inception, and we have funded our operations primarily through the issuance of common stock and short-term and
long-term debt and convertible debt. Our limited operating history makes an evaluation of our future prospects difficult. The actual amount
of funds that we will need to meet our operating needs will be determined by a number of factors, many of which are beyond our control.
These factors include the timing and volume of sales transactions, the success of our marketing strategy, market acceptance of our products,
the success of our manufacturing and research and development efforts (including any unanticipated delays), our manufacturing and labor
costs, the costs associated with obtaining and enforcing our intellectual property rights, regulatory changes, competition, technological
developments in the market, evolving industry standards and the amount of working capital investments we are required to make.
Our ability to continue to operate until we are able
to generate sufficient our cash flow from operations will depend on our ability to generate sufficient positive cash flow from our operations.
If we are unable to generate sufficient cash flow from our operations, our business and future prospects will be adversely affected and
we could be forced to suspend or discontinue operations.
The Company had a stockholders deficit of $1,563,872
and an accumulated deficit of $4,118,510 as of March 31, 2025.
**WE WILL REQUIRE ADDITIONAL CAPITAL TO SUPPORT BUSINESS
GROWTH, AND THIS CAPITAL MIGHT NOT BE AVAILABLE ON ACCEPTABLE TERMS, IF AT ALL.**
We intend to continue to make investments to support
our business growth and we will require additional funds to respond to business challenges, including the need to develop new features
and products or enhance our existing products, improve our operating infrastructure or acquire complementary businesses and technologies.
Further, we need additional capital to continue operations. Accordingly, we need to engage in equity or debt financings to secure additional
funds. We expect that we have sufficient capital to maintain operations through the year of 2025/6. In order to fully implement our business
plan, we will need to raise about $10,000,000. If we raise additional funds through future issuances of equity or convertible debt securities,
our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and
privileges superior to those of holders of our common stock. Any debt financing that we secure in the future could involve restrictive
covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for
us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional
financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us
when we require it, our ability to continue to support our business growth and to respond to business challenges could be impaired, and
our business may be harmed.
**WE DEPEND UPON KEY PERSONNEL AND NEED ADDITIONAL
PERSONNEL.**
Our success depends on our inability to attract and
retain key personnel including our existing personal, and our inability to do so may materially and adversely affect our business operations.The
loss of qualified personnel could have a material and adverse effect on our business operations. Additionally, the success of the Companys
operations will largely depend upon its ability to successfully attract and maintain competent and qualified key management personnel.
As with any company with limited resources, there can be no guaranty that the Company will be able to attract such individuals or that
the presence of such individuals will necessarily translate into profitability for the Company.
**OUR BUSINESS REQUIRES SUBSTANTIAL CAPITAL, AND
IF WE ARE UNABLE TO MAINTAIN ADEQUATE CASH FLOWS FROM OPERATIONS OUR PROFITABILITY AND FINANCIAL CONDITION WILL SUFFER AND JEOPARDIZE
OUR ABILITY TO CONTINUE OPERATIONS.**
We require substantial capital to support our operations.
If we are unable to generate adequate cash flows from our operations, maintain adequate financing or other sources of capital are not
available, we could be forced to suspend, curtail or reduce our operations, which could harm our revenues, profitability, financial condition
and business prospects.
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**THERE IS CURRENTLY A LIMITED PUBLIC MARKET FOR
OUR COMMON STOCK. FAILURE TO FURTHER DEVELOP OR MAINTAIN A TRADING MARKET COULD NEGATIVELY AFFECT THE VALUE OF OUR COMMON STOCK AND MAKE
IT DIFFICULT OR IMPOSSIBLE FOR YOU TO SELL YOUR STOCK.**
There is a limited public market for our Common Stock,
which is traded on the OTC QB under the symbol AVAI. We cannot give any assurances that there will ever be a mature, developed market
for our common stock. Failure to further develop or maintain an active trading market could negatively affect the value of our shares
and make it difficult for you to sell your shares or recover any part of your investment in us. Even if a market for our common stock
does develop in a material way, the market price of our common stock may be highly volatile. In addition to the uncertainties relating
to our future operating performance and the profitability of our operations, factors such as variations in our interim financial results,
or various, as yet unpredictable factors, many of which are beyond our control, may have a negative effect on the market price of our
common stock.
**IF WE FAIL TO MAINTAIN
AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR PREVENT FRAUD. AS A RESULT,
CURRENT AND POTENTIAL STOCKHOLDERS COULD LOSE CONFIDENCE IN OUR FINANCIAL REPORTING, WHICH WOULD HARM OUR BUSINESS AND THE TRADING PRICE
OF OUR STOCK.**
Effective internal controls
are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports
or prevent fraud, our brand and operating results could be harmed. We have in the past discovered, and may in the future discover, areas
of our internal controls that need improvement. For example, for the years ended March 31, 2025 and 2024, we reported that our disclosure
controls and procedures were not effective due to the lack of resources and the reliance on outside consultants. We intend to increase
managements review of our financials. We cannot be certain that these measures will ensure that we implement and maintain adequate
controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties
encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior
internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect
on the trading price of our stock.
**INABILITY TO COMMERCILIZE
ACQUIRED TECHNOLOGIES**
We may be unable to generate
revenue from the Avant! AI or InstantFAME platforms despite significant investment. Commercializing proprietary AI and digital assets
remains speculative.
**TERMINATION OF WIRED4HEALTH
APA**
**CYBERSECURITY OVERSIGHT
GAPS**
****
We do not yet maintain a
formal enterprise risk management program, and our board has not established a cybersecurity subcommittee. These governance gaps increase
potential exposure.
**DEPENDENCE ON EQUITY/DEBT
ISSUANCE**
****
Our business is highly dependent
on our ability to raise equity or convertible debt capital. These financing arrangements may be dilutive, carry high interest, or impose
restrictive covenants.
**Additional Risks Related to Our Common Stock**
**Because we are quoted on the OTC QB marketplace
instead of a national securities exchange, our investors may experience significant volatility in the market price of our stock and have
difficulty selling their shares.**
Our Common Stock is currently quoted on the OTC Market
Groups OTC QB marketplace under the ticker symbol AVAI. The OTC is a regulated quotation service that displays real-time
quotes and last sale prices in over-the-counter securities. Trading in shares quoted on the OTC QB is often thin and characterized by
volatility. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence
of consistent administrative supervision of bid and ask quotations, lower trading volume and market conditions. As a result, there may
be wide fluctuations in the market price of the shares of our Common Stock for reasons unrelated to operating performance, and this volatility,
when it occurs, may have a
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negative effect on the market price for our securities.
Moreover, the OTC QB is not a stock exchange, and trading of securities on this platform is more sporadic than the trading of securities
listed on a national quotation system or stock exchange. Accordingly, our stockholders may not be able to realize a fair price from their
shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our Common Stock
improves.
**Our stock price and trading volume may be volatile,
which could result in substantial losses for our stockholders.**
The equity trading markets may experience periods
of volatility, which could result in highly variable and unpredictable pricing of equity securities. The market price of our Common Stock
could change in ways that may or may not be related to our business, our industry or our operating performance and financial condition.
In addition, the trading volume in our Common Stock has been low and may fluctuate and cause significant price variations to occur. We
have experienced significant volatility in the price of our stock. In addition, the stock markets in general can experience considerable
price and volume fluctuations.
**We have not paid dividends in the past and have
no immediate plans to pay cash dividends.**
We plan to reinvest all of our earnings, to the extent
we have earnings, to develop and deliver our products and cover operating costs and to otherwise become and remain competitive. We do
not plan to pay any cash dividends with respect to our securities in the foreseeable future. We cannot assure you that we would, at any
time, generate sufficient surplus cash that would be available for distribution to the holders of our Common Stock as a dividend. Therefore,
you should not expect to receive cash dividends on our Common Stock.
**Shares eligible for future sale may adversely affect
the market for our Common Stock.**
Of the 137,511,233 shares of our Common Stock outstanding
as of the date of this Annual Report, approximately 32,493,072 are restricted and 105,018,161 shares are freely tradable without restriction
pursuant to Rule 144. Any substantial sale of our Common Stock pursuant to Rule 144 or pursuant to any resale prospectus may have a material
adverse effect on the market price of our Common Stock.
**You may experience future dilution as a result
of future equity offerings.**
To raise additional capital, we may in the future
offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock at prices that may
not be the same as the price per share in this offering. We may sell shares or other securities in any future offering at a price per
share that is lower than the price per share paid by investors in this offering, which would result in those newly issued shares being
dilutive. In addition, investors purchasing shares or other securities in the future could have rights superior to existing stockholders,
which could impair the value of your shares. The price per share at which we sell additional shares of our Common Stock, or securities
convertible or exchangeable into shares of our Common Stock, in future transactions may be higher or lower than the price per share paid
by investors in this offering.
**Our charter documents and Nevada law may inhibit
a takeover that stockholders consider favorable.**
Provisions of our certificate of incorporation and
bylaws and applicable provisions of Nevada law may delay or discourage transactions involving an actual or potential change in control
or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions
that our stockholders might otherwise deem to be in their best interests. The provisions in our certificate of incorporation and bylaws:
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limit who may call stockholder meetings; | |
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do not provide for cumulative voting rights; and | |
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provide that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum. | |
**There are limitations on director/officer liability.**
As permitted by Nevada law, our certificate of incorporation
limits the liability of our directors for monetary damages for breach of a directors fiduciary duty except for liability in certain
instances. As a result of our charter provision and Nevada law, shareholders may have limited rights to recover against directors for
breach of fiduciary duty. In addition, our certificate of incorporation provides that we shall indemnify our directors and officers to
the fullest extent permitted by law.
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**Penny stock regulations may impose certain restrictions
on marketability of our securities.**
The SEC adopted regulations which generally define
a penny stock to be any equity security that has a market price of less than $5 per share or an exercise price of less than
$5 per share, subject to certain exceptions. A security listed on a national securities exchange is exempt from the definition of a penny
stock. Our Common Stock is not currently listed on a national security exchange. Our Common Stock is therefore subject to rules that impose
additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited
investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse).
For transactions covered by such rules, the broker-dealer must make a special suitability determination for the purchase of such securities
and have received the purchasers written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny
stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating
to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative,
current quotations for the securities and, if the broker-dealer is the sole market maker, the broker dealer must disclose this fact and
the broker-dealers presumed control over the market. Finally, monthly statements must be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in penny stocks. Broker-dealers must wait two business days
after providing buyers with disclosure materials regarding a security before effecting a transaction in such security. Consequently, the
penny stock rules
restrict the ability of broker-dealers to sell our
securities and affect the ability of investors to sell our securities in the secondary market and the price at which such purchasers can
sell any such securities, thereby affecting the liquidity of the market for our Common Stock.
Stockholders should also be aware that, according
to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:
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control of the market for the security by one or more broker-dealers that are often related to the promoter or issuer; | |
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manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; | |
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boiler room practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; | |
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excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and | |
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the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. | |
**FINRA sales practice requirements may limit a stockholders
ability to buy and sell our stock.**
The Financial Industry Regulatory Authority (referred
to as FINRA) has rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing
that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information about the customers financial status, tax status,
investment objectives and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high
probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are
applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers
buy our Common Stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect
on the market for and price of our common stock.
**Item 1B. Unresolved Staff Comments.**
****
As a Smaller Reporting Company, the Company is not
required to include the disclosure under this Item 1B. Unresolved Staff Comments. At this time, there are no unresolved staff comments.
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**Item 1C. Cybersecurity.**
**Cybersecurity and Data Privacy Risks**
We are subject to cybersecurity and data privacy risks.
Cyberattacks and security vulnerabilities could lead to increased costs, liability claims, or harm to our competitive position.
**Cybersecurity Risks**
Our operations and the operations of our and partners
involve the storage, transmission, and processing of third parties and our data, including personal, confidential, or proprietary
information. This data is subject to privacy and security laws, regulations, and customer-imposed controls. Cybercriminals use a variety
of methods to exploit potential vulnerabilities in our systems, products, and services. Sophisticated attacks could result in unauthorized
access, loss, misuse, disclosure, modification, or destruction of this data. We are committed to protecting our third parties and
our data. Despite efforts, our systems, products, and services remain vulnerable to attacks.
**Data Privacy**
Data privacy issues are becoming increasingly significant
due to the rapidly changing legal and regulatory landscape. Compliance with global and local data privacy laws requires ongoing investment
in our information technology and employee training, and will continue to impact our business.
**Governance and Oversight**
We should have a formal risk management program that
addresses cybersecurity and data privacy risks. This program should include regular reporting to our senior management and Board of Directors,
who provide oversight and direction. We have not established an enterprise risk management framework to assess and prioritize these risks.
**Incident Response**
We maintain an incident response plan that includes
policies and procedures for notifying affected third parties and complying with applicable laws.
****
**Investments in Cybersecurity**
We will continually invest in our cybersecurity capabilities
to protect our assets and those of our third parties. This potentially will include investment in advanced threat detection, encryption,
and other security measures.
**Recent Cybersecurity Incidents**
During the last fiscal year, we did not experienced
cybersecurity incidents.
****
**Item 2. Description of Property.**
We do not own any real estate or other properties.
The Company rents a virtual office at 5348 Vegas Drive,Las Vegas,NV89108. The companys registered office
is located at Sv. Stepono g. 27D-2, LT-01315 Vilnius, Lithuania.
**Item 3. Legal Proceedings.**
From time to time, the Company may be involved in
various litigation matters, which arise in the ordinary course of business. There is currently no litigation that management believes
will have a material impact on the financial position of the Company.
**Item 4. Mine Safety Disclosures.**
Not applicable.
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**PART II**
**Item 5. Market for Common Equity and Related Stockholder
Matters.**
On March 6, 2023, the Company filed a Certificate
of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of
authorized shares of the Companys common stock from 255,000,000 to 520,000,000 shares (the Charter Amendment) of
which 500,000,000 shall be common stock, $0.001 par value per share, and 20,000,000 shall be blank check preferred stock, $0.001 par value
per share. The term "blank check" refers to preferred stock, the creation and issuance of which is authorized in advance by
the stockholders and the terms, rights and features of which are determined by the Board upon issuance. The authorization of such blank
check preferred stock would permit the Board to authorize and issue preferred stock from time to time in one or more series.
****
**Preferred Stock**
****
The Company has 20,000,000, $0.001 par value shares
of preferred stock authorized as of March 31, 2025. There were 11,300,000 shares of preferred stock issued and outstanding as of March
31, 2025.
**Preferred Stock Series A**
****
The Company has 5,000, $0.001 par value shares of
preferred stock series A authorized as of March 31, 2025. There were 3,050 shares of preferred stock series A issued and outstanding as
of March 31, 2025.
**Common Stock**
The Company has 500,000,000 shares, $0.001 par value
of common stock as of March 31, 2025. There were 137,363,513 shares of common stock issued and outstanding as of March 31, 2025.
**Warrants**
No warrants were issued or outstanding as of March
31, 2025.
**Market Information**
****
The common shares of the Company are traded on OTC
QB Markets under the ticker symbol of AVAI.
**Record Holders**
The number of holders of record for our common stock
as of March 31, 2025 was 117.
**Dividends**
No cash dividends were paid on our shares of common
stock during the fiscal years ended March 31, 2025 and 2024.
**Securities Authorized for Issuance Under Equity
Compensation Plans**
We presently do not have equity compensation plans
authorized.
**Transfer agent change**
The Company transfer agent is ClearTrust LLC with
a business address at 16540 Pointe Village Drive Suite 205
Lutz, Florida 3355850; ClearTrust LLC s website is www.cleartrustonline.com, and their phone number is (813) 235-4490.
**Penny Stock**
Our common stock is considered penny stock
under the rules of the SEC under the Securities Exchange Act of 1934. The SEC adopted rules that regulate broker-dealer practices in connection
with transactions in penny stocks. Penny stocks are generally
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equity securities with a price of less than $5, other
than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current
price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared
by the Commission, that:
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contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading; | |
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contains a description of the brokers or dealers duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities laws; contains a brief, clear, narrative description of adealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; | |
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contains a toll-free telephone number for inquiries on disciplinary actions; | |
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defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and | |
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contains such other information and is in such form, including language, type, size and format, as the Commission shall requireby rule or regulation. | |
The broker-dealer also must provide, prior to effecting any transaction
in a penny stock, the customer with:
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bid and offer quotations for the penny stock; | |
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the compensation of the broker-dealer and its salesperson in the transaction; | |
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the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and | |
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monthly account statements showing the market value of each penny stock held in the customers account. | |
In addition, the penny stock rules that require that
prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the purchasers written acknowledgement of the receipt
of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably
statement.
These disclosure requirements may have the effect
of reducing the trading activity in the secondary market for our stock.
****
**Recent Sales of Unregistered Securities**
**Preferred Stock**
****
The Company has 20,000,000 shares, $0.001 par value
of preferred stock authorized as of March 31, 2025.
On November 21, 2023, the Company issued 3,000,000
shares of preferred stock in exchange for 3,000,000 shares of common stock.
On December 1, 2023, the Company issued 2,000,000
shares of preferred stock as bonuses to officers of the Company.
On August 1, 2024, the Company issued 1,300,000
shares of preferred stock in exchange for 1,300,000 shares of common stock.
There were 11,300,000 shares of preferred stock issued
and outstanding as of March 31, 2025.
****
**Preferred Stock Series A**
****
The Company has 5,000 shares, $0.001 par value of
preferred stock series A authorized as of March 31, 2025.
In April 2023, the Company issued 5,000 shares of
preferred stock series A for InstantFAME acquisition.
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On November 27, 2023, the Company converted 1,950
series A preferred stock shares into 26,973,528 shares of Common Stock.
There were 3,050 shares of preferred stock series
A issued and outstanding as of March 31, 2025.
****
**Common Stock**
The Company has 500,000,000 shares, $0.001 par value
of common stock as of March 31, 2025.
On April 25, 2023, the Company issued 26,000,000 common
shares for Avant! AI acquisition.
On June 1, 2023, the Company issued 5,250,000 common
shares in exchange for convertible notes in the amount of $94,500.
On July 27, 2023, the Company issued 213,243 common
shares for cancelation of $287,500 payroll debt.
On August 17, 2023, the Company issued 9,550,000 common
shares for cancelation of $114,600 payroll debt.
On October 20, 2023, the Company issued 3,000,000
common shares for cancelation of $54,000 related party loan.
On November 21, 2023, the Company issued 3,000,000
shares of preferred stock, featuring a 1:5 voting right, in exchange for 3,000,000 shares of common stock.
On November 27, 2023, the Company converted 1,950
series A preferred stock shares into 26,973,528 shares of Common Stock.
During the year ended March 31, 2024, the Company
issued 8,477,324 common shares for cancelation of $604,318 payroll debt and 2,050,000 common shares as bonuses to officers of the Company.
On March 22, 2024, the Company issued 150,000 common
shares for consulting services that were cancelled on May 29, 2024.
On July 25, 2024, the Company issued 5,517,000 common
shares for cancelation of $306,500 payroll debt.
On July 26, 2024, the Company issued 140,534 common
shares for cancelation of $101,739 debt for the consulting services provided.
On August 1, 2024, the Company issued 1,300,000
shares of preferred stock, featuring a 1:5 voting right, in exchange for 1,300,000 shares
of common stock.
On August 9, 2024, the Company issued 527,002
common shares for cancelation of $375,000 debt for the consulting services provided.
On September 4, 2024, the Company issued 9,900,000
common shares for cancelation of $99,000 debt obligation.
On September 6, 2024, the Company issued 70,000 common
shares for cancelation of $12,000 payroll debt.
On November 12, 2024, the Company issued 5,000,000
common shares for cancelation of $50,000 debt obligation.
On November 13, 2024, the Company issued 192,138 common
shares for cancelation of $60,000 debt for the consulting services provided.
On November 20, 2024, the Company issued 67,000 common
shares for cancelation of $22,164 payroll debt.
On February 13, 2025, the Company issued 131,933 common
shares for cancelation of $60,000 debt for the consulting services provided.
On March 3, 2025, the Company issued 100,000 common
shares for cancelation of $47,656 payroll debt.
There were 137,363,513 shares of common stock issued
and outstanding as of March 31, 2025.
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**Warrants**
No warrants were issued or outstanding as of March
31, 2025.
**Convertible Debentures**
****
**Paid off Debentures:**
****
On March 27, 2023, the Company entered into a Securities
Purchase Agreement with 1800 Diagonal Lending LLC (DL) pursuant to which the Company issued to DL a Convertible Promissory
Note (the DL Convertible Note) in the aggregate principal amount of $125,100 for a purchase price of $104,250. The DL Convertible
Note has a maturity date of June 27, 2024 and the Company has agreed to pay interest on the unpaid principal balance of the DL Convertible
Note at the rate of eight percent (8.0%) per annum from the date on which the DL Convertible Note is issued until the same becomes due
and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the DL
Convertible Note, provided it makes a payment including a prepayment to DL as set forth in the DL Convertible Note. The outstanding principal
amount of the DL Convertible Note may not be converted prior to the period beginning on the date that is 180 days following the date the
DL Convertible Note is issued. Following the 180th day, DL may convert the DL Convertible Note into shares ofthe Companyscommon
stockat a conversion price equal to 85% of the lowest trading price during the 20-day period preceding the date of conversion. In
addition, upon the occurrence and during the continuation of an event of default (as defined in the DL Convertible Note), the DL Convertible
Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional
amounts as set forth in the DL Convertible Note. In no event shall DL be allowed to effect a conversion if such conversion, along with
all other shares of Company common stock
beneficially owned by DL and its affiliates would
exceed 4.99% of the outstanding shares of the common stock of the Company. On September 26, 2023 the Company paid off the DL Convertible
Note, in cash for $136,393.
On October 2, 2023, the Company entered into a Securities
Purchase Agreement with DL pursuant to which the Company issued to DL a Convertible Promissory Note (the October 2023 DL Convertible
Note) in the aggregate principal amount of $126,000 for a purchase price of $105,000. The October 2023 DL Convertible Note has
a maturity date of March 2, 2025 and the Company has agreed to pay interest on the unpaid principal balance of the DL Convertible Note
at the rate of eight percent (8.0%) per annum from the date on which the October 2023 DL Convertible Note is issued until the same becomes
due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the
October 2023 DL Convertible Note, provided it makes a payment including a prepayment to DL as set forth in the DL Convertible Note. The
outstanding principal amount of the October 2023 DL Convertible Note may not be converted prior to the period beginning on the date that
is 180 days following the date the DL Convertible Note is issued. Following the 180th day, DL may convert the October 2023 DL Convertible
Note into shares ofthe Companyscommon stockat a conversion price equal to 85% of the lowest trading price during
the 20-day period preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default
(as defined in the October 2023 DL Convertible Note), the October 2023 DL Convertible Note shall become immediately due and payable and
the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the October 2023 DL
Convertible Note. In no event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common
stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company. On
April 2, 2024, the Company paid off the October 2023 DL Convertible Note, in cash for $137,549.
****
**Current Debentures:**
On December 18, 2024, the Company entered into a Securities
Purchase Agreement and issued a Promissory Note (the Note), under which the Company has agreed to pay RED ROAD HOLDINGS
CORPORATION, a Virginia corporation, or its registered assigns (the Holder), the sum of $179,400.00, along with any interest
as specified in the Note, on or before October 30, 2025 (the Maturity Date). Interest will accrue on the unpaid principal
balance from the Issue Date, in accordance with the terms set forth in the Note. The Note may not be prepaid in whole or in part, except
as explicitly allowed therein. Any outstanding principal or interest not paid when due will bear Default Interest at a rate of 22% per
annum from the due date until payment is made in full. All payments due under the Note, to the extent not converted into the Companys
common stock (par value $0.001 per share), shall be made in lawful money of the United States of America. Payments will be made to such
address as the Holder may designate in writing. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them
in the Securities Purchase Agreement dated December 18, 2024, under which this Note was originally issued.
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On January 27, 2025, the Company entered into a Securities
Purchase Agreement and executed a Promissory Note (the Note), under which the Company has agreed to pay to RED ROAD HOLDINGS
CORPORATION, a Virginia corporation, or its registered assigns (the Holder), the sum of $93,150, together with any interest
as specified in the Note, on or before November 30, 2025 (the Maturity Date). Interest will accrue on the unpaid principal
balance from the Issue Date in accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except
as explicitly permitted therein. In the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum
will apply from the due date until full payment is made. All payments due under the Note, to the extent not converted into the Companys
common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate
in writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the Securities Purchase
Agreement dated the same date as this Note, under which the Note was originally issued.
On March 14, 2025, the Company entered into a Securities
Purchase Agreement and executed a Promissory Note (the Note), under which the Company has agreed to pay to RED ROAD HOLDINGS
CORPORATION, a Virginia corporation, or its registered assigns (the Holder), the sum of $93,725, together with any interest
as specified in the Note, on or before January 15, 2026 (the Maturity Date). Interest will accrue on the unpaid principal
balance from the Issue Date in accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except
as explicitly permitted therein. In the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum
will apply from the due date until full payment is made. All payments due under the Note, to the extent not converted into the Companys
common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate
in writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the Securities Purchase
Agreement dated the same date as this Note, under which the Note was originally issued.
****
**Other Stockholder Matters**
None.
**Item 6. [Reserved]**
**Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.**
****
The following discussion should be read in conjunction
with our financial statements and related notes included elsewhere in this report. In addition to historical information, this discussion
includes forward-looking information that involves risks and assumptions, which could cause actual results to differ materially from managements
expectations. See Forward-Looking Statements included in this report.
****
**Forward-looking statements**
Statements made in this Form 10-K 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 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.
Financial information contained in this report and
in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting
principles.
****
The following discussion and analysis of our financial
condition and results of operations for the years ended March 31, 2025 and 2024 should be read in conjunction with the Financial Statements
and corresponding notes included in this Annual Report on Form 10-K. Our discussion includes forward-looking statements based upon current
expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the
timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors,
including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements in this report. We use words such
as anticipate, estimate, plan, project, continuing, ongoing,
expect, believe, intend, may, will, should, could,
target, forecast and similar expressions to identify forward-looking statements.
18
| | |
| | |
**General Overview**
****
Avant Technologies Inc. is a technology company specializing
in acquiring, creating, and developing innovative and advanced technologies utilizing artificial intelligence (AI) as well as providing
a host of information technology consulting services. The Company considers itself a native expert in the field of information technology
based on artificial intelligence. Recently, the Company acquired Avant! AI and InstantFAME as well as the assets of Wired4Health, Inc.,
pertaining to certain technology assets providing full-stack software development, database management,
data integration, project management and cloud services resources. Utilize its latest assets acquisitions, Avant mission is to
provide innovative and eective AI solutions that transform businesses and positively impact society. Avant strive to push the
boundaries of AI technology and empower organizations to achieve their full potential. We believe that our technology can provide a self-sustained
system that prepares its data from unlabeledinformation (Unsupervised Clustering), and then analyzes it using various, proprietary,
supervised learning techniques, Improved data efficiency: Unsupervised learning pre-processes and extracts meaningful features from raw
or unlabeled data, preparing them as inputs for the supervised learning model. Thisimproves data efficiency and preparations. Our
technology deployed over the acquired assets (in sum or as a whole) potentially provides True Learning from Experience - Unsupervised
learning is utilized to learn relevant information from many source domains. This knowledge is then evaluated and applied to a related
or different domain(s), where information might be in short supply. This feature is a true learning capability. Avant! can leverage the
knowledge learned from the source domain to improve performance in the other domains, as well as Factual discovery/conclusion by learning
data - Avant! Unsupervised learning techniques, like clustering, help identify groups or patterns in the data,reaching conclusions.
Then itssupervised learning mechanism cancreate new datasets (information), which are used for further domains,improving
classification and regression tasks. This feature is a true reasoning mechanism.
**Consideration of Inflation
Reduction Act Excise Tax**
On August 16, 2022, the Inflation
Reduction Act of 2022 (the IR Act) was signed into federal law. The IR Act provides for, among other things, a new U.S.
federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries
of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation
itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value
of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations
are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the
same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the Treasury)
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
****
**RESULTS OF OPERATIONS**
We have incurred recurring losses to date. Our
financial statements have been prepared assuming that we will continue as a going concern and, accordingly,do not include adjustments
relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable
to continue in operation.
We expect we will require additional capital
to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or
debt securities.
FISCAL YEAR ENDED MARCH 31, 2025 COMPARED TO FISCAL YEAR ENDED
MARCH 31, 2024
*Revenue*
During the fiscal years ended March 31, 2025
and 2024 the Company did not generate revenue.
*Operating expenses*
Total operating expenses for the years ended March
31, 2025 and 2024 were $1,532,792 and $2,117,182. The operating expenses
19
| | |
| | |
for the year ended March 31, 2025 included $74,320
in amortization and depreciation expenses; $517,739 in consulting services; $762,478 in general and administrative expenses; $85,164 in
marketing expenses; $77,399 in professional fees; $857 in rent expense and $14,835 in website expenses. The operating expenses for the
year ended March 31, 2024 included $76,953 in amortization and depreciation expenses; $502,978 in consulting services; $1,424,334 in general
and administrative expenses; $30,143 in marketing expenses; $62,847 in professional fees; $1,467 in rent expense and $18,460 in website
expenses. Total operating expenses for 2025 decreased by 28%, or $584,390, primarily due to lower employee and contractor compensation
which are included in general and administrative expenses.
*Other Income (Loss)*
Total other income for the years ended March 31, 2025
and 2024 were $450,000 and $0, respectively. Other income included debt forgiveness. Total other income for 2025 increased by 100% because
there was no similar income last year.
Total other expenses for the years ended March 31,
2025 and 2024 were $59,323 and $11,293, respectively. Other expenses included interest and discount on convertible notes. Total other
expenses for 2025 increased by 425%, or $48,030, primarily due to the issuance of more convertible notes than last year.
*Net Income (Loss)*
Our net losses for the fiscal years ended March
31, 2025 and 2024 were $1,142,115 and $2,128,475. Net losses for 2025 decreased by 46%, or $986,360. The main impact on the decrease in
net loss was the decrease in operating expenses and other income as described above.
****
**LIQUIDITY AND CAPITAL RESOURCES AND CASH REQUIREMENTS**
As of March 31, 2025 and 2024, the Company had
cash of $81,053 and $281, respectively. The Company had a working capital deficit of $1,695,484 and $1,672,498 as of March 31, 2025 and
2024, respectively.
As of March 31, 2025, our total assets were $224,745
comprised of $93,133 in current assets; $131,612 in intangible assets and our total liabilities were $1,788,617.
As of March 31, 2024, our total assets were $322,014
comprised of $116,082 in current assets; $205,932 in intangible assets and our total liabilities were $1,788,580.
Stockholdersdeficit increased from
$1,466,566 as of March 31, 2024 to $1,563,872 as of March 31, 2025.
|
|
March 31, 2025 |
|
March 31, 2024 |
|
$ Change |
|
% Change | |
|
Net cash used in operating activities |
$ |
(1,160,610) |
|
$ |
(1,322,318) |
|
$ |
161,708 |
|
12% | |
|
Net cash provided by investing activities |
|
- |
|
|
(149,000) |
|
|
149,000 |
|
100% | |
|
Net cash provided by financing activities |
|
1,241,382 |
|
|
1,364,127 |
|
|
(122,745) |
|
(9)% | |
|
Net cash increase (decrease) for period |
$ |
80,772 |
|
$ |
(107,191) |
|
$ |
- |
|
-% | |
CASH FLOWS FROM OPERATING ACTIVITIES
During the fiscal years ended March 31, 2025 and 2024,
net cash flows used in operating activities was $(1,160,610) and $(1,322,318), respectively. Cash flows used in operating activities for
2025 increased by $161,708 compared to 2024. This increase was primarily driven by a decrease in net loss and prepaid expenses compared
to the previous year.
CASH FLOWS FROM INVESTING ACTIVITIES
For the fiscal years ended March 31, 2025 and 2024,
net cash flows used in investing activities was $0 and $(149,000), respectively. Investing activities used $0 of cash in 2025 compared
with $149,000 in 2024.
CASH FLOWS FROM FINANCING ACTIVITIES
During the fiscal year ended March 31, 2025,
net cash from financing activities was $1,241,382 consisting of capital stock issued and loan from related parties. During the fiscal
year ended March 31, 2024, net cash from financing activities was $1,364,127 consisting of capital stock issued and loan from related
parties.
20
| | |
| | |
There is no assurance that
our company will be able to obtain further funds required for our continued working capital requirements.
*Going Concern -* There
is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon public
offering and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant
dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.
Due to the uncertainty of
our ability to meet our current operating and capital expenses, in their report on our audited consolidated financial statements, our
independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our
financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our
assets and satisfy our liabilities and commitments in the ordinary course of business.
**Limited operating history;
need for additional capital**
****
There is no 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 guarantee that we will be successful in our business operations. Our business is subject to
risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to
price and cost increases in services and products.
****
**Off-Balance Sheet Arrangements**
The Company does not have
any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
****
**Critical Accounting Policies and Use of Estimates**
Our Managements Discussion and Analysis of
Financial Condition and Results of Operations is based upon our financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of
America (U.S. GAAP). The preparation
of our financial statements in accordance with U.S. GAAP requires us to make certain estimates, judgments and assumptions that affect
the reported amount of assets and liabilities as of the date of the financial statements, the reported amounts and classification of revenues
and expenses during the periods presented, and the disclosure of contingent assets and liabilities. We evaluate our estimates and assumptions
on an ongoing basis and material changes in these estimates or assumptions could occur in the future. Changes in estimates are recorded
on the period in which they become known.
We base our estimates on historical experience and
various other assumptions that we believe to be reasonable under the circumstances and at that time, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily-apparent from other sources. Actual results
may differ materially from these estimates if past experience or other assumptions do not turn out to be substantially accurate.
We believe that the accounting policies described
below are critical to understanding our business, results of operations, and financial condition because they involve significant judgments
and estimates used in the preparation of our financial statements. An accounting is deemed to be critical if it requires a judgment or
accounting estimate to be made based on assumptions about matters that are highly uncertain, and if different estimates that could have
been used, or if changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our financial
statements. Other significant accounting policies, primarily those with lower levels of uncertainty than those discussed below, are also
critical to understanding our financial statements. The notes to our financial statements contain additional information related to our
accounting policies and should be read in conjunction with this discussion.
*Presentation of Financial Statements*
The accompanying financial statements have been prepared
in accordance with U.S. GAAP.
21
| | |
| | |
*Revenue Recognition*
Accounting Standards Update (ASU) No.
2014-09,*Revenue from Contracts with Customers*(*Topic 606*), became effective for the Company on
January 1, 2018. The Companys revenue recognition disclosure reflects its updated accounting policies that are affected by this
new standard. The Company applied the modified retrospective transition method for open contracts for the implementation
of*Topic 606.* The Company had no significant post-delivery obligations, this new standard did not**result in a
material recognition of revenue on the Companys accompanying CFS for the cumulative impact of applying this new standard. The Company
made no adjustments to its previously-reported total revenues, as those periods continue to be presented in accordance with its historical
accounting practices under*Topic 605, Revenue Recognition*.
Revenue is recognized under*Topic 606*as
follows:
|
|
|
executed contracts with the Companys customers that it believes are legally enforceable; | |
|
|
|
identification of performance obligations in the respective contract; | |
|
|
|
determination of the transaction price for each performance obligation in the respective contract; | |
|
|
|
allocation the transaction price to each performance obligation; and | |
|
|
|
recognition of revenue only when the Company satisfies each performance obligation. | |
These five elements, as applied to each of the Companys revenue
category.
*Fair Value of Financial Instruments*
For certain of the Companys financial instruments,
including cash, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their FV due to their short
maturities.
FASB ASC Topic 820, *Fair Value Measurements and
Disclosures*, requires disclosure of the FV of financial instruments held by the Company. FASB ASC Topic 825, *Financial Instruments*,
defines FV, and establishes a three-level valuation hierarchy for disclosures of FV measurement that enhances disclosure requirements
for FV measures. The carrying amounts reported in the
consolidated balance sheets for receivables and current
liabilities each qualify as financial instruments and are a reasonable estimate of their FV because of the short period of time between
the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation
hierarchy are defined as follows:
|
|
|
Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. | |
|
|
|
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
|
|
|
Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the FV measurement. | |
The Company analyzes all financial instruments with
features of both liabilities and equity under FASB ASC Topic 480, *Distinguishing Liabilities from Equity*, and FASB ASC Topic 815,
*Derivatives and Hedging*.
For certain financial instruments, the carrying amounts
reported in the balance sheets for cash and current liabilities, including convertible notes payable, each qualify as a financial instrument,
and are a reasonable estimate of their FV because of the short period of time between the origination of such instruments and their expected
realization and their current market rate of interest.
The Company uses Level 2 inputs for its valuation
methodology for derivative liabilities as their FV were determined by using the Black-Scholes-Merton pricing model based on various assumptions.
The Companys derivative liabilities are adjusted to reflect FV at each period end, with any increase or decrease in the FV being
recorded in results of operations as adjustments to FV of derivatives.
22
| | |
| | |
*Income Taxes*
The Company accounts for income taxes in accordance
with ASC Topic 740, *Income Taxes*. ASC 740 requires a company to use the asset and liability method of accounting for income taxes,
whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some
portion, or all of, the deferred tax assets willnot be realized. Deferred tax assets and liabilities are adjusted for the effects
of changes in tax laws and rates on the date of enactment.
Under ASC 740, a tax position is recognized as a benefit
only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized
on examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The Company has
no material uncertain tax positions for any of the reporting periods presented and its current on all its tax filings federal and state.
****
**Item 7A. Quantitative and Qualitative Disclosures
about Market Risk.**
Not applicable to smaller reporting companies.
**Item 8. Financial Statements and Supplementary
Data. **
23
| | |
| | |
**AVANT TECHNOLOGIES INC.**
****
**FINANCIAL STATEMENTS**
****
**For the years ended March 31, 2025 and 2024**
****
**Table of Contents**
|
|
|
Page | |
|
Report of Independent Registered Public Accounting Firm (ID: 6235) |
|
25-26 | |
|
|
|
| |
|
Consolidated Balance Sheets as of March 31, 2025 and 2024 |
|
27 | |
|
|
|
| |
|
Consolidated Statements of Operations for the years ended March 31, 2025 and 2024 |
|
28 | |
|
|
|
| |
|
Consolidated Statements of Stockholders Deficit for the years ended March 31, 2025 and 2024 |
|
29 | |
|
|
|
| |
|
Consolidated Statements of Cash Flows for the years ended March 31, 2025 and 2024 |
|
30 | |
|
|
|
| |
|
Notes to Consolidated Financial Statements |
|
31 | |
24
| | |
| | |
**Report
of Independent Registered Public Accounting Firm**
**To the Shareholders and the Board of Directors**
**AVANT TECHNOLOGIES INC. (f/k/a TREND INNOVATIONS HOLDING INC &
FREECOOK)**
****
**Opinion on the Financial Statements**
****
We have audited the accompanying consolidated balance sheets
of Avant Technologies Inc. (f/k/a Trend Innovations Holding Inc. & FreeCook). (the Company) as of March 31, 2025 and
2024, and the related consolidated statements of operations, changes in stockholders equity (deficit), for each of the two years
for the period ended March 31, 2025 and 2024, and cash flows for the years ended March 31, 2025 and 2024, and the related notes and schedules
(collectively referred to as the Financial Statements). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of March 31, 2025 and 2024 and the results of its operations and its cash
flows for the years ended March 31, 2025 and 2024, in conformity with the accounting principles generally accepted in the United States
of America.
**Going Concern Uncertainty**
****
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities
in the normal course of business. The Company has an accumulated deficit of $4,118,510 and a Net Loss amounting to $1,142,115 for the
year ended March 31, 2025. These factors as discussed in Note 2 of the financial statements raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of these uncertainties
**Basis of Opinion**
****
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent
with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
25
We conducted our audit in accordance with the standards of
the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an
understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of
the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks
of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
**Critical Audit Matters**
****
**Related party loans**
****
We noted the significant related party loans as a critical matter.
We performed the following procedures to address the matter
such as, confirmation of those related party loans, risk assessment of the nature of the related party transactions, review of the recent
minutes of meetings of stockholders, directors, and committees, review of the presence of any significant journal entries and other adjustments
and Inquiry with management of any undisclosed related party contract.
****
****
**Dylan
Floyd Accounting & Consulting**
****
**We have served as the Company's auditor since 2020.**
**Newhall,
California**
**June 30, 2025**
****
****
****
****
****
**26**
****
| | |
| | |
**AVANT TECHNOLOGIES INC.**
**Consolidated Balance Sheets**
****
|
|
|
March
31, 2025 |
|
|
March
31, 2024 | |
|
ASSETS |
|
|
|
|
| |
|
Current Assets |
|
|
|
|
| |
|
Cash and Cash Equivalents |
$ |
81,053 |
|
$ |
281 | |
|
Prepaid Expenses |
|
12,080 |
|
|
115,685 | |
|
Prepaid Rent |
|
- |
|
|
116 | |
|
Total Current Assets |
|
93,133 |
|
|
116,082 | |
|
|
|
|
|
|
| |
|
Intangible Assets, Net
(Note 5) |
|
131,612 |
|
|
205,932 | |
|
TOTAL ASSETS |
$ |
224,745 |
|
$ |
322,014 | |
|
LIABILITIES AND STOCKHOLDERS DEFICIT |
|
|
|
|
| |
|
Liabilities |
|
|
|
|
| |
|
Current Liabilities |
|
|
|
|
| |
|
Accounts Payable |
$ |
885,267 |
|
$ |
1,081,803 | |
|
Loan from Related Parties
(Note 6) |
|
512,075 |
|
|
406,777 | |
|
Convertible Notes Payable
(Note 7) |
|
391,275 |
|
|
201,000 | |
|
Notes payable - Related
Party |
|
- |
|
|
99,000 | |
|
Total Current Liabilities |
|
1,788,617 |
|
|
1,788,580 | |
|
Total Liabilities |
|
1,788,617 |
|
|
1,788,580 | |
|
|
|
|
|
|
|
| |
|
Stockholders Deficit |
|
|
|
|
| |
|
Preferred
stock, $0.001
par value, 20,000,000
shares authorized;
11,300,000
and 10,000,000 common shares
issued and outstanding respectively |
|
11,300 |
|
|
10,000 | |
|
Preferred
stock Series A, $0.001 par value, 5,000 shares authorized;
3,050 and 3,050 shares issued and outstanding, respectively |
|
15,250 |
|
|
15,250 | |
|
Common
stock, $0.001
par value, 500,000,000
shares authorized;
137,363,513
and 117,167,906 common shares issued
and outstanding respectively |
|
137,364
|
|
|
117,168 | |
|
Additional Paid in Capital |
|
2,390,724 |
|
|
1,367,411 | |
|
Accumulated Deficit |
|
(4,118,510) |
|
|
(2,976,395) | |
|
Total Stockholders
Deficit |
|
(1,563,872) |
|
|
(1,466,566) | |
|
|
|
|
|
|
| |
|
TOTAL
LIABILITIES AND STOCKHOLDERS DEFICIT |
$ |
224,745 |
|
$ |
322,014 | |
|
|
|
|
|
|
| |
****
****
****
**The accompanying notes are an integral part of
these financial statements.**
****
****
**27**
| | |
| | |
****
**AVANT TECHNOLOGIES INC.**
**Consolidated Statements of Operations**
**For the years ended March 31, 2025 and 2024**
****
|
|
|
|
Year
ended March 31, 2025 |
|
|
Year
ended March 31, 2024 | |
|
|
|
|
|
| |
|
REVENUE |
|
$ |
- |
|
$ |
- | |
|
|
|
|
|
|
|
| |
|
OPERATING EXPENSES |
|
|
|
|
|
| |
|
Amortization and Depreciation
Expense |
|
|
74,320 |
|
|
76,953 | |
|
Consulting Services |
|
|
517,739 |
|
|
502,978 | |
|
General and Administrative
Expenses |
|
|
762,478 |
|
|
1,424,334 | |
|
Marketing Expenses |
|
|
85,164 |
|
|
30,143 | |
|
Professional Fees |
|
|
77,399 |
|
|
62,847 | |
|
Rent Expenses |
|
|
857 |
|
|
1,467 | |
|
Website Expenses |
|
|
14,835 |
|
|
18,460 | |
|
TOTAL OPERATING EXPENSES |
|
|
1,532,792 |
|
|
2,117,182 | |
|
|
|
|
|
|
|
| |
|
OTHER INCOME (EXPENSES) |
|
|
390,677 |
|
|
(11,293) | |
|
|
|
|
|
|
|
| |
|
NET INCOME (LOSS) FROM
OPERATIONS |
|
$ |
(1,142,115) |
|
$ |
(2,128,475) | |
|
|
|
|
|
|
|
| |
|
PROVISION FOR INCOME
TAXES |
|
|
- |
|
|
- | |
|
|
|
|
|
|
|
| |
|
NET INCOME (LOSS) |
|
$ |
(1,142,115) |
|
$ |
(2,128,475) | |
|
|
|
|
|
|
|
| |
|
COMPREHENSIVE INCOME (LOSS) |
|
$ |
(1,142,115) |
|
$ |
(2,128,475) | |
|
|
|
|
|
|
|
| |
|
NET LOSS PER SHARE: BASIC
AND DILUTED |
|
$ |
(0.01) |
|
$ |
(0.02) | |
|
|
|
|
|
|
|
| |
|
WEIGHTED
AVERAGE NUMBER OF SHARES
OUTSTANDING: BASIC AND DILUTED |
|
|
128,148,099 |
|
|
86,532,015 | |
****
****
****
**The accompanying notes are an integral part of
these financial statements.**
****
****
**28**
****
| | |
| | |
**AVANT TECHNOLOGIES INC.**
**Consolidated Statements of Stockholders
Deficit**
**For the years ended March 31, 2025 and 2024**
****
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Common
Stock |
Preferred
Stock |
Preferred
Stock
Series A |
Additional
Paid-in |
Accumulated |
Total
Stockholders | |
|
|
Shares |
|
Amount |
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Balance, March 31, 2023 |
38,503,811 |
$ |
38,504 |
5,000,000 |
$3,950 |
- |
$ |
- |
$ |
172,207 |
$ |
(847,920) |
$ |
(633,259) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Common Shares issued for acquisition |
26,000,000 |
|
26,000 |
- |
- |
- |
|
- |
|
- |
|
- |
|
26,000 | |
|
Preferred Shares Series A issued for acquisition |
- |
|
- |
- |
- |
5,000 |
|
25,000 |
|
- |
|
- |
|
25,000 | |
|
Preferred Shares adjustment |
- |
|
- |
- |
1,050 |
- |
|
- |
|
(1,050) |
|
- |
|
- | |
|
Conversion of Notes Payable into Common Shares |
28,540,567 |
|
28,540 |
- |
- |
- |
|
- |
|
1,126,378 |
|
- |
|
1,154,918 | |
|
Conversion of Accounts Payable into Common
Shares |
150,000 |
|
150 |
- |
- |
- |
|
- |
|
89,100 |
|
- |
|
89,250 | |
|
Conversion of Notes Payable into Preferred
Shares |
- |
|
- |
2,000,000 |
2,000 |
- |
|
- |
|
(2,000) |
|
- |
|
- | |
|
Conversion of Common Shares into Preferred
Shares |
(3,000,000) |
|
(3,000) |
3,000,000 |
3,000 |
- |
|
- |
|
- |
|
- |
|
- | |
|
Conversion of Preferred Shares Series A into
Common Shares |
26,973,528 |
|
26,974 |
- |
- |
(1,950) |
|
(9,750) |
|
(17,224) |
|
- |
|
- | |
|
Net loss for the year |
- |
|
- |
- |
- |
- |
|
- |
|
- |
|
(2,128,475) |
|
(2,128,475) | |
|
Balance, March 31, 2024 |
117,167,906 |
$ |
117,168 |
10,000,000 |
$10,000 |
3,050 |
$ |
15,250 |
$ |
1,367,411 |
$ |
(2,976,395) |
$ |
(1,466,566) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Cancellation of Common Shares |
(150,000) |
|
(150) |
- |
- |
- |
|
- |
|
(89,100) |
|
- |
|
(89,250) | |
|
Conversion of Accounts Payable into Common
Shares |
21,645,607 |
|
21,646 |
- |
- |
- |
|
- |
|
1,112,413 |
|
- |
|
1,134,059 | |
|
Conversion of Common Shares into Preferred
Shares |
(1,300,000) |
|
(1,300) |
1,300,000 |
1,300 |
- |
|
- |
|
- |
|
- |
|
- | |
|
Net loss for the for the year |
- |
|
- |
- |
- |
- |
|
- |
|
- |
|
(1,142,115) |
|
(1,142,115) | |
|
Balance, March 31, 2025 |
137,363,513 |
$ |
137,364 |
11,300,000 |
$11,300 |
3,050 |
$ |
15,250 |
$ |
2,390,724 |
$ |
(4,118,510) |
$ |
(1,563,872) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
****
****
****
****
**The accompanying notes are an integral part of
these financial statements.**
****
****
**29**
****
| | |
| | |
****
****
**AVANT TECHNOLOGIES INC.**
**Consolidated Statement of Cash Flows**
**For the years ended March 31, 2025 and 2024**
****
|
|
|
Year
ended
March 31, 2025 |
|
|
Year
ended
March 31, 2024 | |
|
OPERATING
ACTIVITIES |
|
|
|
|
| |
|
Net
Income (Loss) |
$ |
(1,142,115) |
|
$ |
(2,128,475) | |
|
Adjustments
to reconcile Net Income (Loss) |
|
|
|
|
| |
|
to
net cash used in operations: |
|
|
|
|
| |
|
Amortization
and Depreciation |
|
74,320 |
|
|
76,953 | |
|
Accounts
Payable |
|
(196,536) |
|
|
844,903 | |
|
Prepaid
Expenses |
|
103,721 |
|
|
(115,699) | |
|
Net cash used in Operating
Activities |
|
(1,160,610) |
|
|
(1,322,318) | |
|
|
|
|
|
|
| |
|
INVESTING
ACTIVITIES |
|
|
|
|
| |
|
Intangible
Assets Acquisition |
$ |
- |
|
$ |
(149,000) | |
|
Net
cash provided by Investing Activities |
|
- |
|
|
(149,000) | |
|
|
|
|
|
|
| |
|
FINANCING
ACTIVITIES |
|
|
|
|
| |
|
Additional
paid in capital |
$ |
1,023,313 |
|
$ |
1,195,204 | |
|
Capital
Stock |
|
20,196 |
|
|
78,664 | |
|
Convertible
Notes Payable |
|
190,275 |
|
|
(93,600) | |
|
Loan
from Related Parties |
|
105,298 |
|
|
162,559 | |
|
Notes
Payable |
|
(99,000) |
|
|
- | |
|
Preferred
Stock |
|
1,300 |
|
|
6,050 | |
|
Series
A Preferred Stock |
|
- |
|
|
15,250 | |
|
Net
cash provided by Financing Activities |
|
1,241,382 |
|
|
1,364,127 | |
|
|
|
|
|
|
| |
|
Net cash increase (decrease)
for period |
$ |
80,772 |
|
$ |
(107,191) | |
|
Cash at beginning of
period |
$ |
281 |
|
$ |
107,472 | |
|
Cash at end of period |
$ |
81,053 |
|
$ |
281 | |
|
|
|
|
|
|
| |
****
****
****
**The accompanying notes are an integral part of
these financial statements.**
****
****
**30**
****
****
| | |
| | |
****
**AVANT TECHNOLOGIES INC.**
**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**
**As of March 31, 2025**
****
**Note
1 ORGANIZATION AND NATURE OF BUSINESS**
****
**Avant Technologies Inc.
(formerly Trend Innovations Holding Inc.) (AVAI or the Company) is a technology company specializing in acquiring,
creating, and developing innovative and advanced technologies utilizing artificial intelligence (AI) as well as providing a host of information
technology consulting services. The Company considers itself a native expert in the field of information technology based on artificial
intelligence. The Companys key acquisitions include Avant! AI, InstantFAME, and a Joint Venture and License Agreement (the License
Agreement) with Ainnova Tech Inc. (AINN).These acquisitions provide the Company with resources in full-stack
software development, database management, data integration, project management, and cloud services. Avants mission is to provide
innovative and effective AI solutions that transform businesses and positively impact society. Avant strives to push the boundaries of
AI technology and empower organizations to achieve their full potential. We believe that our technology can provide a self-sustained
system that prepares its data from unlabeled information (Unsupervised Clustering), and then analyzes it using various, proprietary,
supervised learning techniques, thereby improving data efficiency. Unsupervised learning pre-processes and extracts meaningful features
from raw or unlabeled data, preparing them as inputs for the supervised learning model. This process also facilitates True Learning from
Experience. Unsupervised learning is utilized to learn relevant information from many source domains. This knowledge is then evaluated
and applied to a related or different domain(s), where information might be in short supply. This represents a true learning capability.
Avant can leverage the knowledge learned from the source domain to improve performance in the other domains, as well as Factual discovery/conclusion
by learning data. Avants Unsupervised learning techniques, like clustering, help identify groups or patterns in the data, reaching
conclusions. Then its supervised learning mechanism can create new datasets (information), which are used for further domains, improving
classification and regression tasks. This feature is a true reasoning mechanism.**
****
**On May 23, 2023, the Company filed an application
with the Financial Industry Regulation Authority (FINRA) in order to change the name and trading symbol of the Company. On July 18, 2023,
FINRA announced the Companys Name Change and Symbol Change, which became effective on July 19, 2023 on the OTC Markets. The Name
Change and Symbol Change do not affect the rights of the Companys security holders. The Companys securities will continue
to be quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the Company, will
continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for
exchange or transfer to the Companys transfer agent.**
****
**The companys registered
office is located at Sv. Stepono g. 27D-2, LT-01315 Vilnius, Lithuania, and its virtual US office is located at c/o Eastbiz.com, Inc5348
Vegas Drive,Las Vegas,NV89108.**
****
**Acquiring Avant! AI Assets**
****
**On April 3, 2023, the
Company, entered into an Asset Purchase Agreement (APA) along with GBT Tokenize Corp. (Seller), which Seller
developed and owns a proprietary system and method named Avant-Ai, which is a text-generation, deep learning self-training model that
is working based on an innovative, unique concept which learns on its own and constantly enhances its information database with the advantage
of unsupervised learning capabilities (the System). At closing, in consideration of acquiring the System, the Company shall
issue to the Seller 26,000,000 common shares of the Company (the Shares).**
****
**Acquiring Instant Fame
Assets**
****
**On April 3, 2023, the
Company, enteredintoan Asset Purchase Agreement (Treasure APA) with Treasure Drive Ltd. (TD)
pursuant to which the Company agreed to acquire a technology portfolio including certain source codes and pending patent applications
which have applications in a variety of areas including creating systems and methods of facilitating digital rating and secured sales
of digital works as well as core virtual reality platforms known as digital auction systems, rating and secure sales via open bid auctions
(Instant Fame Assets). At closing, in consideration of the Instant Fame Assets, the Company shall issue to TD 5,000
convertible preferred shares of the Company with a stated valued at $5,000 per share each (the Preferred Shares Series A).
The Preferred Shares Series A may be converted at the option of TD into the Company shares of common stock at a conversion price equal
to a 5% discount to the weighted average closing price during the five (5) days prior of such conversion, and will include a 4.99% beneficial
ownership limitation. The Preferred Shares Series A will have voting rights on an as converted and will be entitled to a payment equal
to the stated value of the Preferred Shares Series A in the event of the Company liquidation only.**
****
**31**
| | |
| | |
****
**In addition, the Company
andElentina Group, LLC (Elentina) entered into a Service Agreements in which Elentina, was engaged to provide certain
capital markets services for a flat quarterly fee of $75,000 paid in shares of common stock (the Elentina Common Stock).
The Elentina Common Stock to be issued within five days of the first day of quarter during the term (i.e., January 1, April 1, July 1
and October 1). The Elentina Common Stock shall be fully earned upon issuance. The number of shares of Elentina Common Stock to be issued
will be determined by dividing the quarterly fee of $75,000 by the Companys ten (10) day VWAP, which shall at no point be less
than $0.10 per share.**
****
**In connection with the
offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 5,000 shares of its Preferred Stock
of Series A.**
****
**Ainnova Tech Inc.**
****
**On November 8, 2024,
the Company entered into a Joint Venture and License Agreement (the License Agreement) with Ainnova Tech Inc. (AINN),
which became effective as of November 11, 2024 (the Effective Date). Under the License Agreement, Avant and AINN will form
a new Nevada Corporation called Ai-Nova Acquistion Corp (AAC) and contribute the proprietary rights to both
North America (The United States and Canada) and Europe.**
****
**Ainnova Tech is an Artificial
Intelligence company focused on healthcare that has developed software for early detection of diseases through retinal scans and an innovative
device for automatic retinal imaging in an accessible way. Currently detecting Diabetic Retinopathy and other retinal diseases; where
it maintains and supports the source codes of its proprietary technologies, including Vision AI (Technology Portfolio).
AINN has developed a Health tech solution based on the Artificial Intelligence that is ready for commercialization, as well as certain
derivative technologies, which will position AAC to further develop or license certain code sources in the United States, Canada and
Europe. In addition to the Technology Portfolio, AINN will contribute the Vision AI technology, as well as all of the associated technology
associated to Retina scanning, services and resources for the development of the Technology Portfolio, including licensing agreements
to AAC.**
****
**AVAI will contribute
all of the capital required by AAC`s formation and operation for the next twelve (12) months, not to exceed $20,000,000 USD in capital
and its resources in exchange for the of common stock of AAC (AAC Shares). Avant will use its best efforts and also assist
in arranging additional funding, as needed, at no cost to AINN. The ownership of AAC shall be 50% Avant and 50% AINN (each a Member
and together, the Members).**
****
**The Distributions of
profits from AAC will be made to the Members as follows: first, AINN to receive the balance sheet value of its business contributed to
AAC; second, Avant to receive the capital it contributed to AAC; third, to AINN and Avant in accordance with their respective percentage
ownership interests. AAC will be governed and operated pursuant to the terms of a limited liability company agreement. The parties agreed
to expand the territories granted for the Technology Portfolio under the license to AAC to include the entire continental United States,
Canada and Europe. AAC will issue 2,000,000 shares of common stock of AAC. AAC is strategically positioning its business and is seeking
third parties to license, acquire, joint venture or enter such other strategic transaction with respect to the Technology Portfolio.**
****
**Note
2 GOING CONCERN**
****
**The accompanying financial statements have been
prepared in conformity with accounting principles generally accepted in the United States (GAAP), which contemplate continuation
of the Company as a going concern. However, the Company had recurring losses as of March 31, 2025. The Company has not completed its
efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time. Therefore, there
is substantial doubt about the Companys ability to continue as a going concern. Management anticipates that the Company will be
dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so
that it will be able to raise additional funds through the capital markets. In light of managements efforts, there are no assurances
that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.**
****
**Note
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
****
**Basis
of presentation**
**The accompanying financial statements have been
prepared in accordance with generally accepted accounting principles in the United States of America. The Companys year end is
March 31.**
****
****
**32**
| | |
| | |
**Use
of Estimates**
**The preparation of financial statements in conformity
with GAAP 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.**
****
**Reclassification
of Prior Year Presentation**
**Certain prior year amounts have been reclassified
for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.**
****
**Cash****and Cash Equivalents**
**T****he
Company considers
all highly liquid
investments
with original
maturities of
three months
or less to be cash
equivalents.
The Company had $81,053 of cash as of March 31, 2025.**
****
**Prepaid
Expenses**
**Prepaid expenses are amounts paid to secure the
use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses
are eventually consumed, they are charged to expense. Prepaid Expenses are recorded at fair market value.**
****
**The Company had $12,080****in prepaid expenses as of March 31, 2025 (March 31, 2024 $115,685). Prepaid expenses consist of prepaid services.**
****
**Depreciation,
Amortization, and Capitalization**
**The Company records depreciation and amortization
when appropriate using straight-line method over the estimated useful life of the assets. We estimate that the useful life of equipment
is 5 years and intangible assets is from 1 to 5 years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions,
major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the
related accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income.**
****
**Application
Development Costs**
**The Company follows the provisions of ASC 985,
Software, which requires that all costs relating to the purchase or internal development and production of software products to be sold,
leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established.
The Company capitalizes all eligible software costs incurred once technological feasibility is established. The Company amortizes these
costs using the straight-line method over a period from one to five years, which is the remaining estimated economic life of the costs.
At the end of each reporting period, the Company writes down any excess of the unamortized balance over the net realizable value.**
****
**Website
Development Costs**
**The Company amortizes these costs using the straight-line
method over a period of one year, which is the remaining estimated economic life of the costs. At the end of each reporting period, the
Company writes down any excess of the unamortized balance over the net realizable value.**
****
**Lease**
**The Company determines if an arrangement is a
lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets, other current liabilities,
and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current
liabilities, and other long-term liabilities in the consolidated balance sheets.**
****
**ROU assets represent the right to use an underlying
asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease
ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most
of the leases do not provide an implicit rate, The Company generally use the incremental borrowing rate based on the estimated rate of
interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also
includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis
over the lease term.**
****
**Foreign
Currency Translation**
**The Company considers the U.S. dollar to be its
functional currency as it is the currency of the primary economic environment in which the Company operates. All assets, liabilities,
revenues and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect at the balance
sheet date. All exchange gains and losses are included in operations.**
****
****
**33**
| | |
| | |
**Income
Taxes**
**Income taxes are computed using the asset and
liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences
between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.**
****
**Revenue
Recognition**
**The Company adopted Accounting Standards Codification
(ASC) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature,
amount, timing and uncertainty of revenue and cash flows arising from the entitys contracts to provide goods or services to customers.
The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that
reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance
obligations are satisfied.**
****
**The Company has assessed the impact of the guidance
by performing the following five steps analysis:**
****
**Step 1: Identify the contract**
**Step 2: Identify the performance obligations**
**Step 3: Determine the transaction price**
**Step 4: Allocate the transaction price**
**Step 5: Recognize revenue**
****
**Revenue is measured at the fair value of the consideration
received or receivable, net of discounts and taxes applicable to the revenue.**
****
**Revenue from supplies of consulting services is
recognized when title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and
rewards of ownership transfer to and accepted by the customer when the services are collected by the customer at the Companys
office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments that are based upon managements
best estimates and historical experience and are provided for in the same period as the related revenues are recorded. Based on limited
operating history, management estimates that there was no sales return for the period reported.**
****
**Basic
Income (Loss) Per Share**
**The Company computes income (loss) per share in
accordance with FASB ASC 260 Earnings per Share. Basic loss per share is computed by dividing net income (loss) available
to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share
gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common
shares if their effect is anti-dilutive. For the period from November 6, 2017 (inception) through March 31, 2025, there were no potentially
dilutive debt or equity instruments issued or outstanding.**
****
**Comprehensive
Income (Loss)**
**Comprehensive income is defined as all changes
in stockholders equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes
net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on
investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the years ended March 31, 2025
and 2024, there was no difference between our net loss and comprehensive loss.**
****
**Accounting
Standards Adopted in 2025**
**Accounting Standards Update 2023-07, Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures:**
****
**In November 2023, the FASB issued ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The new standard provides improvements to reportable segment
disclosure requirements through amendments that require disclosure of significant segment expenses and other segment items on an interim
and annual basis and requires all annual disclosures about a reportable segments profit or loss and assets to be made on an interim
basis. The standard also requires the disclosure of the chief operating decision makers (CODM) title and position
and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding
how to allocate resources. The standard also clarifies that if the CODM uses more than one measure in assessing segment performance and
deciding how to allocate resources, a company may report the additional segment profit or loss measure(s) and that companies with a single
reportable segment must provide all disclosures required by this amendment. The ASU is effective for fiscal years beginning after**
****
****
**34**
| | |
| | |
****
**December 15, 2023, and interim periods within
fiscal years beginning after December 15, 2024. The standard should be applied retrospectively to all prior periods presented in the
financial statements.**
****
**During the fourth quarter of 2025, the Company
adopted ASU 2023-07 and enhanced our segment disclosures in line with the new guidance. The adoption had no effect on our consolidated
financial statements.**
****
**The Companys CODM is the Chief Executive
Officer (the CEO). The CODM reviews consolidated operating results, cash flow forecasts, and major expense categories across
the Company, without distinguishing separate business segments, to evaluate performance and allocate resources. As a result, the Company
continues to operate as a single reportable segment.**
****
**Recent
Accounting Pronouncements**
**We have reviewed all
the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material
impact on the Company.**
****
**Note
4 FIXED ASSETS**
****
**As of March 31, 2025, our fixed assets comprised
of $1,500****in equipment. Depreciation expense
of equipment was $1,500 as of March 31, 2025.**
****
**Note
5 INTANGIBLE ASSETS**
****
**During the year ended March 31, 2019, the Company
capitalized website development costs for $8,361. Accumulated amortization expense of website development costs was $8,361 as of March
31, 2025.**
****
**In June 2019 the Company capitalized mobile application
development costs for $97,400. During the year ended March 31, 2024, the Company capitalized mobile application development update costs
for $29,450. As of March 31, 2025, the total amount of capitalized mobile application development costs was $126,850. Accumulated amortization
expense of application development was $117,033 as of March 31, 2025.**
****
**In December 2019 and March 2020, the Company purchased
an RSS Database. As of March 31, 2025, the total amount of RSS Database was $149,000. Accumulated amortization expense of RSS Database
was $149,000 as of March 31, 2025.**
****
**In April 2023, the Company acquired Avant! AI
and Instant FAME technologies. As of March 31, 2025, the total amount of the acquired assets was $124,000 and $25,000, respectively.
Accumulated amortization expense of Avant! AI was $23,767 as of March 31, 2025. Accumulated amortization expense of Instant FAME
was $4,791 as of March 31, 2025.**
****
**During the year ended March 31, 2024, the Company
capitalized chatbot development costs for $4,060****.
Accumulated amortization expense of chatbot development costs was $ $2,707****as of March 31, 2025.**
****
**The Company had the following intangible assets
as of March 31, 2025 and 2024:**
****
|
|
As of March
31, 2025 |
As of March
31, 2024 | |
|
|
|
|
|
| |
|
Avant! AI |
$ |
124,000 |
$ |
124,000 | |
|
Chatbot Developments |
|
4,060 |
|
4,060 | |
|
Instant FAME |
|
25,000 |
|
25,000 | |
|
Mobile Application Development
Costs |
|
126,850 |
|
126,850 | |
|
RSS Database |
|
149,000 |
|
149,000 | |
|
Website Development |
|
8,361 |
|
8,361 | |
|
Accumulated
Amortization |
|
(305,659) |
|
(231,339) | |
|
|
|
|
|
| |
|
Total Intangible Assets,
Net |
$ |
131,612 |
$ |
205,932 | |
****
**Note
6 RELATED PARTY TRANSACTIONS**
****
**As of March 31, 2025, our secretary, Natalija
Tunevic, has loaned to the Company $114,328****.
This loan is unsecured, non-interest bearing and due on demand.**
****
****
**35**
| | |
| | |
****
**As of March 31, 2025, our director, Vitalis Racius,
has loaned to the Company $112,520****, of which
$55,886 was advanced to the Company for the Company's operating expenses during the year ended March 31, 2025. This loan is unsecured,
non-interest bearing and due on demand.**
****
**As of March 31, 2024, our shareholder, Marieta
Seiranova, has loaned to the Company $68,078****.
This loan was unsecured, non-interest bearing and due on demand. During the year ended March 31, 2025, Marieta Seiranova advanced to
the Company $155,265 and $223,343 was repaid.**
****
**As of March 31, 2025, our shareholder, Mehrabian
Investments LLC, has loaned to the Company $30,000****.
This loan is unsecured, non-interest bearing and due on demand.**
****
**As of March 31, 2025, our shareholder, IGOR 1
CORP, has loaned to the Company $130,637****,
of which $131,251 was advanced to the Company for the Company's operating expenses and $13,761 was repaid during the year ended March
31, 2025. This loan is unsecured, non-interest bearing and due on demand.**
****
**The Companys subsidiary Thynews Tech LLC
received $124,590****as advances from related
parties as of March 31, 2025. The advances are interest-free and due on demand.**
****
**Note
7 THIRD PARTY TRANSACTIONS**
****
**Since January 2021, Natalija Tunevic, assigned
her accrued loans that she provided the Company with to third parties for the total amount of $229,500 been assigned. A conversion clause
into common was added to the Notes. Other than one note for $60,000 that can be converted into common at conversion price shall be at
market share price on the day of conversion subject to a 40% discount, all remaining assigned notes can be converted into common Stock
at a fixed conversion price of $0.01 per share.**
****
**On March 27, 2023, the Company entered into a
Securities Purchase Agreement with 1800 Diagonal Lending LLC (DL) pursuant to which the Company issued to DL a Convertible
Promissory Note (the DL Convertible Note) in the aggregate principal amount of $125,100 for a purchase price of $104,250.
The DL Convertible Note has a maturity date of June 27, 2024 and the Company has agreed to pay interest on the unpaid principal balance
of the DL Convertible Note at the rate of eight percent (8.0%) per annum from the date on which the DL Convertible Note is issued until
the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.**
****
**The Company shall have the right to prepay the
DL Convertible Note, provided it makes a payment including a prepayment to DL as set forth in the DL Convertible Note. The outstanding
principal amount of the DL Convertible Note may not be converted prior to the period beginning on the date that is 180 days following
the date the DL Convertible Note is issued. Following the 180thday, DL may convert the DL Convertible Note into shares ofthe
Companyscommon stockat a conversion priceequal to 85% of the lowest trading price during the 20-day period preceding
the date of conversion. In addition, upon the occurrence and during the continuation of an event of default (as defined in the DL Convertible
Note), the DL Convertible Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction of its
obligations hereunder, additional amounts as set forth in the DL Convertible Note.**
****
**In no event shall DL be allowed to effect a conversion
if such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99%
of the outstanding shares of the common stock of the Company. On September 26, 2023 the Company paid off the DL Convertible Note, in
cash for $136,393.**
****
**On August 17, 2023, the Company accepted the initiative
of Mrs. Tunevic to write off the Company`s salary debt in the amount of $114,600.00 with the possibility of converting this amount into
restricted common shares at a value of $0.012 per share which is equivalent to 9,550,000 common shares. The Company approved the issuance
and transfer of shares to third parties.**
****
**On October 2, 2023, the Company entered into a
Securities Purchase Agreement with DL pursuant to which the Company issued to DL a Convertible Promissory Note (the October 2023
DL Convertible Note) in the aggregate principal amount of $126,000 for a purchase price of $105,000. The October 2023 DL Convertible
Note has a maturity date of March 2, 2025 and the Company has agreed to pay interest on the unpaid principal balance of the DL Convertible
Note at the rate of eight percent (8.0%) per annum from the date on which the October 2023 DL Convertible Note is issued until the same
becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to
prepay the October 2023 DL Convertible Note, provided it makes a payment including a prepayment to DL as set forth in the October 2023
DL Convertible**
****
****
**36**
| | |
| | |
****
**Note. The outstanding principal amount of the
DL Convertible Note may not be converted prior to the period beginning on the date that is 180 days following the date the DL Convertible
Note is issued. Following the 180th day, DL may convert the DL Convertible Note into shares ofthe Companyscommon stockat
a conversion price equal to 85% of the lowest trading price during the 20-day period preceding the date of conversion. In addition, upon
the occurrence and during the continuation of an event of default (as defined in the DL Convertible Note), the DL Convertible Note shall
become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts
as set forth in the DL Convertible Note. In no event shall DL be allowed to effect a conversion if such conversion, along with all other
shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common
stock of the Company. On April 2, 2024 the Company paid off the October 2023 DL Convertible Note, in cash for $137,549.**
****
**On November 27, 2023, the Company approved the
initiative from Treasure Drive Ltd. to convert and transfer part of Series A Preferred Stock shares in the amount of 1,950 Series A Preferred
Stock shares into 26,973,528 shares of Common Stock of the Corporation to third parties in compliance with the Asset Purchase Agreement
dated April 3, 2023, along with the Annex A Notice of Conversion.**
****
**Note
8 STOCKHOLDERS EQUITY**
****
**On March 6, 2023, the Company filed a Certificate
of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number
of authorized shares of the Companys common stock from 255,000,000 to 520,000,000****shares (the Charter Amendment) of which 500,000,000 shall be common stock, $0.001 par value per share, and 20,000,000 shall
be blank check preferred stock, $0.001 par value per share. The term "blank check" refers to preferred stock, the creation and
issuance of which is authorized in advance by the stockholders and the terms, rights and features of which are determined by the Board
upon issuance. The authorization of such blank check preferred stock would permit the Board to authorize and issue preferred stock from
time to time in one or more series.**
****
**Preferred Stock**
****
**The Company has 20,000,000****,
$0.001 par value shares of preferred stock authorized as of March 31, 2025.**
****
**On November 21, 2023, the Company issued 3,000,000
shares of preferred stock in exchange for 3,000,000 shares of common stock.**
****
**On December 1, 2023, the Company issued 2,000,000
shares of preferred stock as bonuses to officers of the Company.**
****
**On August 1, 2024, the Company issued 1,300,000
shares of preferred stock in exchange for 1,300,000 shares of common stock.**
****
**There were 11,300,000****shares of preferred stock issued and outstanding as of March 31, 2025.**
****
**Preferred Stock Series A**
****
**The Company has 5,000, $0.001 par value shares
of preferred stock series A authorized as of March 31, 2025.**
****
**In April 2023, the Company issued 5,000 shares
of preferred stock series A for InstantFAME acquisition.**
****
**On November 27, 2023, the Company converted 1,950
series A preferred stock shares into 26,973,528 shares of Common Stock.**
****
**There were 3,050****shares of preferred stock series A issued and outstanding as of March 31, 2025.**
****
**Common Stock**
****
**The Company has 500,000,000, $0.001 par value
shares of common stock as of March 31, 2025.**
****
**On April 25, 2023, the Company issued 26,000,000 common shares for
Avant! AI acquisition.**
****
**On June 1, 2023, the Company issued 5,250,000
common shares in exchange for convertible notes in the amount of $94,500.**
****
**On July 27, 2023, the Company issued 213,243 common
shares for cancelation of $287,500 payroll debt.**
****
****
**37**
| | |
| | |
****
**On August 17, 2023, the Company issued 9,550,000
common shares for cancelation of $114,600 payroll debt.**
****
**On October 20, 2023, the Company issued 3,000,000
common shares for cancelation of $54,000 related party loan.**
****
**On November 21, 2023, the Company issued 3,000,000
shares of preferred stock, featuring a 1:5 voting right, in exchange for 3,000,000 shares of common stock.**
****
**On November 27, 2023, the Company converted 1,950
series A preferred stock shares into 26,973,528 shares of Common Stock.**
****
**During the year ended March 31, 2024, the Company
issued 8,477,324 common shares for cancelation of $604,318 payroll debt and 2,050,000 common shares as bonuses to officers of the Company.**
****
**On March 22, 2024, the Company issued 150,000
common shares for consulting services that were cancelled on May 29, 2024.**
****
**On July 25, 2024, the Company issued 5,517,000
common shares for cancelation of $306,500 payroll debt.**
****
**On July 26, 2024, the Company issued 140,534 common
shares for cancelation of $101,739 debt for the consulting services provided.**
****
**On August 1, 2024, the Company issued 1,300,000
shares of preferred stock, featuring a 1:5 voting right, in exchange for 1,300,000 shares of common stock.**
****
**On August 9, 2024, the Company issued 527,002
common shares for cancelation of $375,000 debt for the consulting services provided.**
****
**On September 4, 2024, the Company issued 9,900,000
common shares for cancelation of $99,000 debt obligation.**
****
**On September 6, 2024, the Company issued 70,000
common shares for cancelation of $12,000 payroll debt.**
****
**On November 12, 2024, the Company issued 5,000,000
common shares for cancelation of $50,000 debt obligation.**
****
**On November 13, 2024, the Company issued 192,138
common shares for cancelation of $60,000 debt for the consulting services provided.**
****
**On November 20, 2024, the Company issued 67,000
common shares for cancelation of $22,164 payroll debt.**
****
**On February 13, 2025, the Company issued 131,933
common shares for cancelation of $60,000 debt for the consulting services provided.**
****
**On March 3, 2025, the Company issued 100,000 common
shares for cancelation of $47,656 payroll debt.**
****
**There were 137,363,513****shares of common stock issued and outstanding as of March 31, 2025.**
****
**Warrants**
****
**No warrants were issued or outstanding as of March
31, 2025.**
****
**Stock Options**
****
**The Company has never adopted a stock option plan
and has never issued any stock options.**
****
**Note
9 COMMITMENTS AND CONTINGENCIES**
****
**On April 18, 2023, Vladimir Hanin resigned from
the positions of the Chief Financial Officer (the CFO) and Secretary.**
****
**On April 20, 2023, the Company and Kenneth L.
Waggoner entered into an Executive Compensation Agreement pursuant to which Mr. Waggoner was retained as Chief Executive Officer. In
consideration for serving as CEO, Mr. Waggoner will receive**
****
****
**38**
| | |
| | |
****
**an annual base salary of $720,000 payable in shares
of common stock of the Company (the CEO Shares), which shall be increased to $1,440,000 upon the Company up-listing to
a national exchange. The CEO Shares will be paid on a quarterly basis at the beginning of each quarter, prorated for partial quarters.
The number of CEO Shares will be issued on a quarterly basis and shall be determined by dividing $180,000 (which is the quarterly pay
for three months) by the Companys 20-day VWAP.On April 26, 2023, the parties enter into Amendment No. 1 to Executive Compensation
Agreement adding to the consideration of Mr. Waggoner for serving as CEO, that If Mr. Waggoner raises sufficient equity financing or
other working capital, Mr. Waggoner shall be entitled to an additional bonus to be determine by the Companys Board of Directors
which in any event will not be less than $200,000 payable to the Executive within 30 days of such financing or infusion of capital.**
****
**On May 8, 2023, the Company and Percy Kwong (PK)
entered into a Technology Advisor Compensation Agreement pursuant to which PK agreed to provide certain technical consulting services
similar in nature to the services a Chief Technology Officer at a Nasdaq listed technology company of the same size as the Company would
provide. In consideration for providing the services, PK will receive a quarterly base compensation of $150,000 payable in shares of
common stock of the Company (the PK Shares). The PK Shares will be paid on a quarterly basis at the beginning of each quarter,
prorated for partial quarters. The number of PK Shares to be issued on a quarterly basis shall be determined by dividing $150,000 (which
is the quarterly pay for three months) by 85% of the Companys VWAP prior to issuance, which shall at no point be less than $0.10
per share. once the Companys Stock is listed on Nasdaq or any other National Stock Exchange, retroactive to April 15, 2023, the
Company shall pay the Advisor a quarterly fee of $250,000 during the Term and any Additional Term.**
****
**On May 23, 2023, the Company, filed a Certificate
of Amendment to its Articles of Incorporation changing the Companys name to Avant Technologies Inc. (the Name Change).
On May 23, 2023, in connection with the foregoing, the Company filed an Issuer Company-Related Action Notification Form with the Financial
Industry Regulatory Authority (FINRA), requesting confirmation of the Name Change and also to request the change of the
Companys ticker symbol from TREN to AVAI (the Symbol Change). On July 18, 2023, FINRA
announced the Companys Name Change and Symbol Change, which became effective on July 19, 2023 on the OTC Markets. The Name Change
and Symbol Change do not affect the rights of the Companys security holders. The Companys securities will continue to be
quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the Company, will continue
to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange
or transfer to the Companys transfer agent.**
****
**On June 1, 2023, the Company issued to Mr. Cherniienko
5,250,000 common shares for cancelation of $94,500 debt.**
****
**On June 20, 2023, Mikhail Bukshpan, assigned his
$5,217 debt to Mr. Vitalus Racius. A conversion clause was added to the Note, pursuant to which, the $5,217 debt is convertible at any
time, at the discretion of Mr. Vitalis Racius, into shares of the Companys Common Stock.**
****
**On June 27, 2023, Natalija Tunevic, the Companys
Secretary, accepted the resignation of Kenneth Waggoner, which was submitted by Mr. Waggoner through a third party. Mr. Waggoner's resignation
was due to a perceived disagreement over the company's operations as dictated by the board of directors. Effectively immediately, Mr.
Waggoner no longer represents the company or its employees or consultants in any way. Ms. Racius will fill the vacancy as interim CEO
until the board appoints a new one.**
****
**On July 24, 2023, the Company and Danny Rittman
entered into an Employment Agreement pursuant to which Mr. Rittman was retained as consultant filling in the task as a Chief Information
Security Officer (CISO), though not an officer of the Company. In consideration for serving as CISO, Mr. Rittman will receive
an annual base salary of $300,000 payable in shares of common stock of the Company (the CISO Shares), which shall be increased
to $600,000 upon the Company up-listing to a national exchange. The CISO Shares will be paid on a quarterly basis at the beginning of
each quarter, prorated for partial quarters. The number of CISO Shares to be issued on a quarterly basis shall be determined by dividing
$75,000 (which is the quarterly pay for three months) by the Companys 20-day VWAP. Mr. Rittman shall be paid a one-time $50,000
cash payment no later than thirty (30) days after the Company raises sufficient equity financing or other working capital. Dr. Rittman
is a veteran software architect and integrated circuit technology expert with over 20 years of experience in the technology sector. From
2014 through the present, Dr. Rittman served as the Chief Technology Officer and as a director of GBT Technologies, Inc. (OTC: GTCH)
(GBT), leading its technological direction and managing teams of mobile software developers. From 2012, through 2014, Dr.
Rittman served as a Senior Integrated Circuit Consultant for Qualcomm / Max Linear, managing teams of integrated circuit designers within
the mobile technology arena. From 2005 through 2010, Dr. Rittman served as the Founder and Chief Technology Officer of Micrologic Design
Automation, leading the companys technological direction, including architecture, design and development of EDA software tools.
From 2002 through 2007, Dr. Rittman served as an Integrated Circuit CAD / Software Senior Consultant**
****
**39**
| | |
| | |
****
**for IBM, managing integrated circuit back-end
projects and leading back-end CAD and QA software tool development and implementation. From 1995 through 2002, Dr. Rittman served as
the Founder and VP of R&D for Bind-key Technologies, leading the companys technological direction, research and development
of EDA software tools for integrated circuits and back-end design. Dr. Rittman received a BS in Electrical Engineering - VLSI Design
from the University of Bridgeport, graduating Magna Cum Laude in 1992; a MS in Computer Science VLSI Design, specializing in Automation
Algorithms, from La Salle University, graduating Magna Cum Laude in 1996; and a PhD in Computer Science - VLSI Design, specializing in
EDA Concepts and Algorithms, from La Salle University, graduating Summa Cum Laude in 1998. Dr. Rittman completed a master's degree in
information and cybersecurity at Berkeley University. The UC Berkeley MICS (Master of Information and Cybersecurity) program is a graduate-level,
accredited program providing comprehensive information and cybersecurity education. The School of Information (iSchool) offers it in
collaboration with the College of Engineering at the University of California, Berkeley. The MICS program is designed to provide students
with the technical and policy aspects of information and cybersecurity. It covers computer security, cryptography, network security,
privacy, risk management, and cybercrime. The program emphasizes a hands-on, project-based approach to learning and provides students
with opportunities to work on real-world cybersecurity problems. The MICS program provides participants with the cybersecurity skills
and knowledge needed to assume leadership positions in private-sector technology companies and government and military organizations.**
****
**On July 27, 2023, the Company issued shares of
Common Stock to Kenn Kerr, Paul Averill, and Percy Kwong in compliance with the Consulting as well as Employment and Compensation Agreements,
pursuant to which Mr. Kerr, Mr. Averill and Mr. Kwong earned 69,367, 64,599 and 79,277 shares of Common Stock respectively for the relevant
quarter as of July 1, 2023.**
****
**On August 17, 2023 the Company and Timothy Lantz
(TL) entered into a Chief Product & Market Strategy Advisor Compensation Agreement (Agreement effective date of August
1, 2023) pursuant to which TL agrees to provide certain product & marketing consulting services similar in nature to the combined
services a Chief Product Officer and Chief Marketing Officer at a Nasdaq listed technology company of the same size as the Company would
provide. In consideration for providing the services, TL will receive a quarterly base compensation of $375,000 payable in shares of
common stock of the Company, provided that at least 40% of the quarterly base compensation shall be paid in cash (the TL Shares).
The TL Shares will be paid on a quarterly basis at the beginning of each quarter, prorated for partial quarters, commencing April 1,
2025. The number of TL Shares to be issued on a quarterly basis shall be determined by dividing the portion to be paid in shares (which
is the quarterly pay for three months, less the cash portion) by 85% of the Companys 10-day VWAP prior to issuance, which shall
at no point be less than $0.10 per share. Once the Companys Stock is listed on Nasdaq or any other National Stock Exchange, the
Company shall pay the Advisor a quarterly fee of $450,000 during the Term, retroactive to August 1, 2023 and for any Additional Term.**
****
**On August 17, 2023, the Company accepted the initiative
of Mrs. Tunevic to write off the Company`s salary debt in the amount of $114,600.00 with the possibility of converting this amount into
restricted common shares at a value of $0.012 per share which is equivalent to 9,550,000 common shares. The Company approved the issuance
and transfer of shares to third parties.**
****
**On October 2, 2023, the Company entered into a
Securities Purchase Agreement with DL pursuant to which the Company issued to DL a Convertible Promissory Note (the October 2023
DL Convertible Note) in the aggregate principal amount of $126,000 for a purchase price of $105,000. The October 2023 DL Convertible
Note has a maturity date of March 2, 2025 and the Company has agreed to pay interest on the unpaid principal balance of the DL Convertible
Note at the rate of eight percent (8.0%) per annum from the date on which the October 2023 DL Convertible Note is issued until the same
becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to
prepay the October 2023 DL Convertible Note, provided it makes a payment including a prepayment to DL as set forth in the DL Convertible
Note. The outstanding principal amount of the October 2023 DL Convertible Note may not be converted prior to the period beginning on
the date that is 180 days following the date the DL Convertible Note is issued. Following the 180th day, DL may convert the October 2023
DL Convertible Note into shares ofthe Companyscommon stockat a conversion price equal to 85% of the lowest trading
price during the 20-day period preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event
of default (as defined in the October 2023 DL Convertible Note), the October 2023 DL Convertible Note shall become immediately due and
payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the October
2023 DL Convertible Note. In no event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company
common stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company.
On April 2, 2024, the Company paid off the October 2023 DL Convertible Note, in cash for $137,549.**
****
**On October 20, 2023, the Company issued 3,000,000
shares of Common Stock to Vitalis Racius in exchange for related party loan accrued as of June 30, 2023.**
****
****
**40**
| | |
| | |
****
**On November 3, 2023, the Company and Timothy Lantz
entered into an Employment Agreement pursuant to which Mr. Lantz was retained as Director and Chief Executive Officer. In consideration
for serving as CEO, Mr. Lantz will receive an annual base cash salary of $480,000 plus an annual cash bonus equal to 50% of the annual
base salary, to be paid no later than March 15th of the year immediately following the year in which the bonus was earned.**
****
**Effective November 3, 2023 with the appointment
of Mr. Lantz as Director and Chief Executive Officer, Mr. Racuis vacated his position as CEO and continues serve as a Director, Chief
Financial Officer and Treasurer of the Company.**
****
**Effective November 3, 2023 Paul Averill resigned
as Chief Operating Officer of the Company, so that he may fully devote his efforts to his other business Mr. Averill resignation
was not the result of any disagreements with management or board of directors of the Company. The Company under the guidance of Mr. Lantz
will negotiate with Mr. Averill a consulting agreement potentially.**
****
**On November 20, 2023, the Company issued 3,000,000
shares of Preferred Stock, featuring a 1:5 voting right, instead of 3,000,000 shares of Common Stock issued to Vitalis Racius on October
20, 2023.**
****
**On November 21, 2023, the Company issued the shares
of Common Stock to Kenn Kerr, Paul Averill, Percy Kwong and Danny Rittman in compliance with the Consulting as well as Employment and
Compensation Agreements, pursuant to which Mr. Kerr, Mr. Averill, Mr. Kwong and Mr. Rittman earned 139,901, 160,211, 199,859 and 60,686
shares of Common Stock respectively for the relevant quarter as of October 2, 2023. The Company granted the issuance of the bonus to
Paul Averill of a sum of 50,000 shares of Common Stock as a reward for exceptional assignment over the three months as of November 2023.**
****
**On November 21, 2023, the Company executed Amendments
to Compensation Agreements effective as of December 1, 2023. Pursuant to these amendments, Ivan Lunegov, Vitalis Racius and Natalija
Tunevic will receive annual base compensation amounts of $400,000, $200,000 and $50,000 respectively.**
****
**On November 24, 2023, the Company appointment
Mr. Lunegov as Director while retaining his role as the current President of the Corporation, effective from November 24, 2023.**
****
**On November 27, 2023, the Company granted approval
for the issuance of (i) 3,750,000 shares of Common Stock to Vitalis Racius, aligning with the Compensation Agreement and covering his
payroll as of September 30, 2023, (ii) 3,750,000 shares of Common Stock to Ivan Lunegov in accordance with the Compensation Agreement
and addressing his payroll as of May 31, 2023, (iii) 416,667 shares of Common Stock to Natalija Tunevic in compliance with the Amendment
to Employment Agreement and corresponding to her payroll as of September 30, 2023.**
****
**On November 27, 2023, the Company approved the
initiative from Treasure Drive Ltd. to convert and transfer part of Series A Preferred Stock shares in the amount of 1,950 Series A Preferred
Stock shares into 26,973,528 shares of Common Stock of the Corporation to third parties in compliance with the Asset Purchase Agreement
dated April 3, 2023, along with the Annex A Notice of Conversion.**
****
**On December 1, 2023, the Company authorized the
allocation of (i) 1,000,000 shares of Preferred Stock, featuring a 1:5 voting right, to Vitalis Racius as bonuses in recognition of his
outstanding performance from June 27, 2023 till November 3, 2023, concurrently assuming dual key executive roles as Chief Executive Officer
and Chief Financial Officer; (ii) 2,000,000 shares of Common Stock to Ivan Lunegov, the current President and Director of the Corporation,
as bonuses of appreciation for his exceptional contributions over the last two years of his employment; (iii) 1,000,000 shares of Preferred
Stock, featuring a 1:5 voting right, to Natalija Tunevic, the Secretary of the Corporation, as bonuses for her years of dedicated service.**
****
**On December 11, 2023 (the "Effective Date"),
the Company and Wired-4-Tech, Inc., controlled by Mr. Paul Averill ("Developer") entered into a Technology Co-Development Agreement
(the "Agreement"). Pursuant to the Agreement, Developer agrees to develop and deliver certain unique and proprietary hardware
and software developed and/or customized specifically (the "Technologies") for Company's exclusive use. The Company will provide
Developer with its specific requirements and specifications for the Technologies. Developer will be responsible for all aspects of the
development and delivery of the Technologies, including design, engineering, testing, and deployment. The Company will have the right
to review and approve the Technologies at various stages of development. Upon completion of the development of the Technologies, Developer
will grant Client an exclusive, perpetual license to use, modify, and sublicense the Technologies. Developer will transfer all intellectual
property rights of the Technologies to the Company.**
****
**41**
| | |
| | |
****
**On January 17, 2024, the Company entered into
an Employment Agreement (the "Agreement") with Jared Pelski, and appoint Mr. Pelski to serves a Vice President Business
Development of the Company. Jared Pelski is not a relative of any director or executive officer of the Company and does not own more
than 5% of the Company's outstanding common stock. Jared Pelski will undertake the responsibilities of Vice President of Business Development,
without concurrent membership on the board.**
****
**On January 26, 2024, the Avant Technologies Inc.
entered into an Employment Agreement (the "Agreement") with Angela Harris and appointed Mrs. Harris to assume the role of Chief
Operating Officer for the Company. Angela Harris is not a relative of any director or executive officer of the Company and does not own
more than 5% of the Company's outstanding common stock. Angela Harris will undertake the responsibilities of Chief Operating Officer
(COO), starting February 1, 2024 (the Start Date) without concurrent membership on the board but as a member
of the Senior Management Team.**
****
**On February 12, 2024, the Company entered into
a Services Agreement with PCG Advisory, Inc., a New York corporation, to receive certain services in the areas of investor relations,
strategic advisory and digital strategies in exchange for the issuance of 200,000 shares of common stock. On March 22, 2024, the Company
revised and re-signed the Services Agreement dated February 12, 2024, with PCG Advisory, Inc., a New York corporation, to receive certain
services in the areas of investor relations, strategic advisory and digital strategies, with the compensation revised to 150,000 shares
of common stock. On March 22, 2024, the Company authorized and approved the issuance of 150,000 shares of Common Stock as compensation
to PCG Advisory, Inc., a New York corporation, in exchange for their services. On May 29, 2024, the Company cancelled the issuance to
PCG Advisory, Inc.**
****
**On April 5, 2024, the Company entered into an
Asset Purchase Agreement (APA) with Wired4Health, Inc. (Seller or W4H), pertaining to certain
technology assets, providing full-stack software development, database management, data integration, project management and cloud services
resources. The assets being acquired include an agreement and amendments between W4H and Sentry Data Systems/Craneware, an agreement
between W4H and Respec, Inc., agreements between W4H and all of its employees and contractors assigned to Sentry Data Systems/Craneware
and Respec, Inc. customer accounts, Website and Internet Domain Name, Wired4Health.com and all of its content (the Website),
and any other rights associated with the Website, including, without limitation, any intellectual property rights, all related domains,
logos, customer lists and agreements, email lists, passwords, usernames and trade names, and all of the related social media accounts,
if any, and any other associated rights, etc. (the Assets).**
****
**At closing, in consideration of acquiring the
Assets, the Company paid Seller $2,200,000 through a combination of an amortizing secured promissory note in the principal amount of
$1,200,000 (Secured Note) of the Companys Series B Convertible Preferred Stock (the Preferred Stock).
The Secured Note is payable by the Company to the Seller in 24 equal monthly installments of principal and interest in the amount of
$52,427.22 on the first day of each month, beginning on the first day of the month following the closing of the transaction and continuing
on the first day of each consecutive month thereafter until the note is fully paid, but in no case less than two billing cycles of W4H
activity. The Secured Note bears interest of five percent (5%) per annum accrued monthly (0.42% per month on the outstanding principal
balance).**
****
**The Preferred Stock Series B has an aggregate
stated value of $1,000,000, where the conversion price is equal to the lesser of $1.00 per share each, on a fully diluted basis, or the
volume-weighted average market price (VWAP) of the Companys common stock as traded on the OTC Markets for the most recent 30 days
prior to deal closure (the Conversion Price). Conversion will include a 4.99% beneficial ownership limitation and a leak
out agreement allowing daily sales to not exceed 25% of the total daily volume.**
****
**The Secured Note is secured by the Assets pursuant
to the terms of a Security Agreement which, among other things, will authorize the Seller to file a UCC1 Financing Statement in the State
of Nevada.As of the date hereof, the Company is obligated on approximately $1,200,000 face amount of Secured Notes issued to the
Seller. The Secured Note is a debt obligation arising other than in the ordinary course of business which constitute a direct financial
obligation of the Company.**
****
**The offer, sale and issuance of the above securities
was made to Seller as an accredited investor and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities
Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated there under with regard to the sale. No advertising or general solicitation
was employed in offering the securities. The offer and sales were made to an accredited investor and transfer of the common stock will
be restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.**
****
**Effective April 24, 2024, Mr. Lantz vacated his
positions as CEO and Director of the Company. Mr. Lantz vacated without any conflicts with the Company's Board of Directors.**
****
****
**42**
| | |
| | |
****
**Effective April 24, 2024, Angela Harris resigned
as Chief Operating Officer of the Company. Ms. Harris`s resignation was not the result of any disagreements with the Companys
Board of Directors.**
****
**Effective April 24, 2024, Jared Pelski
resigned as Vice President Business Development of the Company. Mr. Pelski`s resignation was not the result of any disagreements
with the Companys Board of Directors.**
****
**Effective April 24, 2024, the Companys
Board of Directors terminated the Employment Agreement with Timothy Lantz dated November 3, 2023; Employment Agreement with Jared Pelski
dated January 17, 2024; and the Employment Agreement with Angela Harris dated January 26, 2024. The Employment Agreements with Mr. Lantz,
Mr. Pelski, and Ms. Harris were canceled by mutual consent and none of the parties has a claim against any of the others.**
****
**On April 24, 2024, the Company and William
Hisey entered into an Employment Agreement pursuant to which Mr. Hisey was retained as Interim Chief Executive Officer. William Hisey
is not a relative of any director or executive officer of the Company and does not own more than 5% of the Company's outstanding common
stock. Mr. Hisey will undertake the responsibilities of Interim CEO, starting April 25, 2024, without concurrent membership on the board
but as a member of the Senior Management Team.**
****
**As previously disclosed, on April 5, 2024, the
Company, entered into an Asset Purchase Agreement (APA) with Wired4Health, Inc. (Seller or W4H),
pertaining to certain technology assets, providing full-stack software development, database management, data integration, project management
and cloud services resources. The assets being acquired include an agreement and amendments between W4H and Sentry Data Systems/Craneware,
an agreement between W4H and Respec, Inc., agreements between W4H and all of its employees and contractors assigned to Sentry Data Systems/Craneware
and Respec, Inc. customer accounts, Website and Internet Domain Name, Wired4Health.com and all of its content (the Website),
and any other rights associated with the Website, including, without limitation, any intellectual property rights, all related domains,
logos, customer lists and agreements, email lists, passwords, usernames and trade names, and all of the related social media accounts,
if any, and any other associated rights, etc. (the Assets).**
****
**At closing, in consideration of acquiring the
Assets, the Company paid Seller $2,200,000 through a combination of an amortizing secured promissory note in the principal amount of
$1,200,000 (Secured Note) of the Companys Series B Convertible Preferred Stock (the Preferred Stock).
The Preferred Stock Series B has an aggregate stated value of $1,000,000, where the conversion price is equal to the lesser of $1.00
per share each, on a fully diluted basis, or the volume-weighted average market price (VWAP) of the Companys common stock as traded
on the OTC Markets for the most recent 30 days prior to deal closure (the Conversion Price). Conversion will include a
4.99% beneficial ownership limitation and a leak out agreement allowing daily sales to not exceed 25% of the total daily volume. In connection
with the offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 1,000,000 shares of its
preferred stock.**
****
**On May 29, 2024, the Company cancelled the issuance
of 150,000 shares of Common Stock to PCG Advisory, Inc. and voided the Services Agreement dated March 22, 2024, with PCG Advisory, Inc.**
****
**On June 3, 2024, the Company entered into a binding
letter of intent (the Letter of Intent) with Flow Wave, LLC, a company formed in Florida (FW) which has developed
supercomputer servers (Assets) pursuant to which the Company will acquire up to 50 fully developed supercomputer servers
(the Transaction). Consummation of the Transaction shall be subject to the execution of a mutually satisfactory definitive
agreement by the Company and FW (the Definitive Agreement) as well as standard corporate governance measures. Pursuant
to the Letter of Intent, the Company is to acquire the Assets. The Company will be obligated to issue FW promissory note in the principal
amount of $50 million payable by the Company to FW in six even monthly payments, bearing interest of five percent (5%) per annum accrued
monthly (0.42% per month on the outstanding principal balance) with the payments commencing upon the Company successfully completing
a minimum raise of $20,000,000. The Company will have six (6) months to make full cash payment (plus interest) to FW, post capital raise.
In the event the Company fails to make full cash payment to FW within six months following the capital raise, the Definitive Agreement
will be rendered null and void and the Company will return title and server equipment to FW in exchange for all historical payments made
by the Company to FW. On June 5, 2024, the Company issued a press release announcing the Letter of Intent between FW and the Company.**
****
**On July 17, 2024 (the Effective Date),
the Company entered into an equity financing agreement (the Equity Financing Agreement) and a registration rights agreement
(the Registration Rights Agreement) with GHS Investments, LLC (GHS), pursuant to which GHS shall purchase
from the Company, up to that number of shares of common stock of the Company (the Shares) having an aggregate Purchase
Price of $20,000,000, subject to certain limitations and conditions set forth in the Equity**
****
**43**
| | |
| | |
****
**Financing Agreement from time to time over the
course of 24 months after an effective registration of the Shares with the Securities and Exchange Commission (the SEC)
pursuant to the Registration Rights Agreement, is declared effective by the SEC (the Contract Period). On May 13, 2025,
the Company provided formal written notice to GHS Investments, LLC (GHS) of its decision to terminate the Equity Financing
Agreement (the ELOC) dated July 17, 2024, between the Company and GHS. The termination notice was acknowledged and accepted
by GHS. As of May 13, 2025, both the ELOC and the Registration Rights Agreement between the Company and GHS are considered terminated
and of no further force or effect.The termination was made by mutual agreement, and neither party has any further obligations or
liabilities to the other under either agreement.**
****
**On September 4, 2024, the Companys Board
of Directors authorized the issuance of 9,900,000 shares of Common Stock to settle the outstanding debt of $99,000 owed to our former
Treasurer, COO, and Director, Mikhail Bukshpan.**
****
**Effective September 9, 2024, William Hisey vacated
his position as Chief Financial Officer of the Company. Mr. Hisey`s vacated without any conflicts with the Company's board of directors.
Mr. Racius, the current Chief Operating Officer, Director, and Treasurer, was reappointed as the Company's Chief Financial Officer while
continuing his roles as Director and Treasurer.**
****
**OnSeptember 9, 2024,the Company entered
into aCancellation Agreement withWired4Health, Inc.("W4H"), a Florida corporation, mutually agreeing to terminate
theAsset Purchase Agreement("APA") datedApril 5, 2024, between the two parties. The APA, originally executed
on April 5, 2024, between Avant and Wired4Health, pertained to the acquisition of certain technology assets, including agreements withSentry
Data Systems/Craneware,Respec, Inc., and other intellectual property rights related to Wired4Health's business operations. In consideration
for the acquisition, Avant had agreed to pay Wired4Health $2,200,000, partially through a secured promissory note and preferred stock.**
****
**As of September 9, 2024, both parties agreed to
cancel and nullify the original APA under the following terms:**
|
1. | Termination
of the Original Agreement: The APA dated April 5, 2024, is terminated in its entirety. Any
obligations under theSecured Promissory Noteand relatedSecurity Agreementare
rendered null and void; | |
|
2. | Retention
of Payments: Any payments already made by Avant in the ordinary course of business toward
the promissory note are retained by Wired4Health, with the remaining balance of the promissory
note deemed void and unenforceable; | |
|
3. | Release
of Claims: Both Avant and Wired4Health have mutually released and discharged each other from
any claims, liabilities, or demands related to the APA. Neither party shall have any further
obligations or claims against the other; | |
|
4. | Voidance
of Instruments: The Secured Promissory Note and any other instruments associated with the
APA are void and have no further legal effect; | |
|
5. | No
Further Obligations: The parties have agreed that there are no further penalties, remedies,
or obligations due to either party following the cancellation of the APA. | |
****
**On October 30, 2024, the Company or Avant)
and Chris Winter entered into an Employment Agreement (the Agreement) pursuant to which Mr. Winter was retained as Chief
Operating Officer. Chris Winter is not a relative of any director or executive officer of the Company and does not own more than 5% of
the Company's outstanding common stock. Mr. Winter will undertake the responsibilities of COO, started November 1, 2024, without concurrent
membership on the Board but as a member of the Senior Management Team. In consideration for serving as COO, Mr. Winter will receive a
quarterly RSA equal 100,000 shares of common stock (the Quarterly RSA) for each calendar quarter beginning on November
1st, 2024 and continuing throughout the term of employment. Payment shall be made in shares of common stock of the Company (Stock).
Due to the Start date being mid-Quarter, the shares will be prorated to 67,000 shares of the Companys Common stock. The initial
share issuance will be due at the signing by both Parties of this Employment Agreement. The Share Issuance will be at the beginning of
each new Quarter. To the extent that any portion of the Quarterly RSA is paid in Stock, shares of Stock shall be fully earned and vested
upon issuance. The number of shares of Stock to be issued in such case will be determined by dividing that portion of the Quarterly RSA
payable in Stock by 85% of the Companys thirty-day Volume Weighted Average Price (VWAP) of the Stock, for the thirty-day
period immediately prior to the date of issuance. This represents a 15% discount to the relevant VWAP, which discount shall at no point
be less than $0.10 per share of Stock. In connection with the issuance of any Quarterly RSA (the RSA Quarterly Issuance),
the Company shall pay a bonus to Mr. Winter in an amount equal to the estimated tax owed by Chris Winter in connection to the RSA Quarterly
Issuance (including a grossed-up amount to reflect the tax impact of such bonus). Such bonus shall be payable within ten days of the
issuance.**
****
**Effective November 6, 2024, Kenneth L. Waggoner
was terminated from his position as Chief Executive Officer of the Company, following approval by the Board of Directors during their
meeting. His departure was without any conflicts with the Board.**
****
**On November 7, 2024, Mr. Winter, the current Chief
Operating Officer was reassigned to the role of the Company's CEO from his previous position as COO.**
****
****
**44**
| | |
| | |
****
**On November 8, 2024, the Company entered into
a Joint Venture and License Agreement (the License Agreement) with Ainnova Tech Inc. (AINN), which became
effective as of November 11, 2024 (the Effective Date). Under the License Agreement, Avant and AINN will form a new Nevada
Corporation called Ai-Nova Acquistion Corp (AAC) and contribute the proprietary rights to both North America
(The United States and Canada) and Europe.**
****
**Ainnova Tech is an Artificial Intelligence company
focused on healthcare that has developed software for early detection of diseases through retinal scans and an innovative device for
automatic retinal imaging in an accessible way. Currently detecting Diabetic Retinopathy and other retinal diseases; where it maintains
and supports the source codes of its proprietary technologies, including Vision AI (Technology Portfolio). AINN has developed
a Health tech solution based on the Artificial Intelligence that is ready for commercialization, as well as certain derivative technologies,
which will position AAC to further develop or license certain code sources in the United States, Canada and Europe. In addition to the
Technology Portfolio, AINN will contribute the Vision AI technology, as well as all of the associated technology associated to Retina
scanning, services and resources for the development of the Technology Portfolio, including licensing agreements to AAC.**
****
**AVAI will contribute all of the capital required
by AAC`s formation and operation for the next twelve (12) months, not to exceed $20,000,000 USD in capital and its resources in exchange
for the of common stock of AAC (AAC Shares). AVAI will use its best efforts and also assist in arranging additional funding,
as needed, at no cost to AINN. The ownership of AAC shall be 50% Avant and 50% AINN (each a Member and together, the Members).**
****
**The Distributions of profits from AAC will be
made to the Members as follows: first, AINN to receive the balance sheet value of its business contributed to AAC; second, Avant to receive
the capital it contributed to AAC; third, to AINN and Avant in accordance with their respective percentage ownership interests. AAC will
be governed and operated pursuant to the terms of a limited liability company agreement. The parties agreed to expand the territories
granted for the Technology Portfolio under the license to AAC to include the entire continental United States, Canada and Europe. AAC
will issue 2,000,000 shares of common stock of AAC. AAC is strategically positioning its business and is seeking third parties to license,
acquire, joint venture or enter such other strategic transaction with respect to the Technology Portfolio.**
****
**On November 12, 2024, the Company approved the
issuance of 67,000 shares of Common Stock as compensation to Mr. Winter in compliance with the Employment Agreement dated October 30,
2024.**
****
**On November 12, 2024, the Companys Board
of Directors authorized the issuance of 5,000,000 shares of Common Stock to settle the outstanding debt of $50,000 owed to Jurgita Bizonaite.**
****
**On November 13, 2024, the Company approved the
issuance of 192,138 shares of Common Stock as compensation to Mr. Kerr in compliance with the Consulting Agreement dated July 1, 2024.**
****
**On November 20, 2024, the Company approved the
issuance of 67,000 shares of Common Stock to Mr. Winter as compensation, in compliance with the Employment Agreement dated October 30,
2024, for cancellation of a $22,164 payroll debt for the period from November 1, 2024 to December 31, 2024.**
****
**On December 18, 2024, the Company entered into
a Securities Purchase Agreement and issued a Promissory Note (the Note), under which the Company has agreed to pay RED
ROAD HOLDINGS CORPORATION, a Virginia corporation, or its registered assigns (the Holder), the sum of $179,400.00, along
with any interest as specified in the Note, on or before October 30, 2025 (the Maturity Date). Interest will accrue on
the unpaid principal balance from the Issue Date, in accordance with the terms set forth in the Note. The Note may not be prepaid in
whole or in part, except as explicitly allowed therein. Any outstanding principal or interest not paid when due will bear Default Interest
at a rate of 22% per annum from the due date until payment is made in full. All payments due under the Note, to the extent not converted
into the Companys common stock (par value $0.001 per share), shall be made in lawful money of the United States of America. Payments
will be made to such address as the Holder may designate in writing. Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Securities Purchase Agreement dated December 18, 2024, under which this Note was originally issued.**
****
**On January 1, 2025, the Company entered into Debt
Forgiveness Agreements with the following individuals: William Hisey, in the amount of $5,869.86; Kenneth L Waggoner, in the amount of
$161,739.13; Percy Kwong, in the amount of $300,000; and Danny Rittman, in the amount of $375,000. Pursuant to these agreements, each
individual forgave the respective amounts previously owed to them by the Company.**
****
****
**45**
| | |
| | |
****
**On January 27, 2025, the Company entered into
a Securities Purchase Agreement and executed a Promissory Note (the Note), under which the Company has agreed to pay to
RED ROAD HOLDINGS CORPORATION, a Virginia corporation, or its registered assigns (the Holder), the sum of $93,150, together
with any interest as specified in the Note, on or before November 30, 2025 (the Maturity Date). Interest will accrue on
the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may not be prepaid in whole
or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments, a Default Interest rate
of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to the extent not converted
into the Companys common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address
as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to
them in the Securities Purchase Agreement dated the same date as this Note, under which the Note was originally issued.**
****
**On March 3, 2025, the Company approved the issuance
of 100,000 shares of Common Stock to Mr. Winter as compensation, in compliance with the Employment Agreement dated October 30, 2024,
for cancellation of a $47,656 payroll debt for the period from January 1, 2025 to March 31, 2025.**
****
**On March 14, 2025, the Company entered into a
Securities Purchase Agreement and executed a Promissory Note (the Note), under which the Company has agreed to pay to RED
ROAD HOLDINGS CORPORATION, a Virginia corporation, or its registered assigns (the Holder), the sum of $93,725, together
with any interest as specified in the Note, on or before January 15, 2026 (the Maturity Date). Interest will accrue on
the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may not be prepaid in whole
or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments, a Default Interest rate
of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to the extent not converted
into the Companys common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address
as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to
them in the Securities Purchase Agreement dated the same date as this Note, under which the Note was originally issued.**
****
**Note
10INCOME TAXES**
****
**The Company adopted the provisions of uncertain
tax positions as addressed in ASC 740Income Taxes(ASC 740). As a result of the implementation
of ASC 740, the Company recognized no increase in the liability for unrecognized tax benefits. As of March 31, 2025, the Company had
net operating loss carry forwards of approximately $4,118,510 that may be available to reduce future yearstaxable income
in varying amounts through 2039. Future tax benefits which may arise as a result of these losses have not been recognized in these financial
statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for
the deferred tax asset relating to these tax loss carry-forwards.**
****
**The valuation allowance as of March 31, 2025,
was approximately $864,887. The net change in valuation allowance during the year ended March 31, 2025, was $(417,907).In assessing
the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred
income tax assets will not be realized.**
****
**The ultimate realization of deferred income tax
assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.Management
considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in
making this assessment.Based on consideration of these items, management has determined that enough uncertainty exists relative
to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of March 31,
2025.All tax years since inception remain open for examination by taxing authorities.**
****
**The provision for Federal income tax consists
of the following:**
****
**For
the years ended March 31, 2025 and 2024, the provision for Federal income tax****consists
of the following:**
****
|
|
|
March
31, 2025 |
|
|
|
March
31, 2024 |
| |
|
Non-current deferred tax assets: |
|
|
|
|
|
|
| |
|
Net operating loss carry forward |
$ |
(4,118,510 |
) |
|
$ |
(2,976,395 |
) | |
|
Total deferred tax assets |
|
(864,887 |
) |
|
|
(625,043 |
) | |
|
Valuation allowance |
$ |
864,887 |
|
|
$ |
625,043 |
| |
|
Net deferred tax assets |
$ |
- |
|
|
$ |
- |
| |
****
****
**46**
| | |
| | |
****
****
**The
actual tax benefit at the expected rate of 21% differs from the expected tax benefit****for
the years ended March 31, 2025 and 2024, as follows:**
****
|
|
|
March
31, 2025 |
|
|
|
March
31, 2024 |
| |
|
Computed expected tax expense
(benefit) |
|
(4,118,510 |
) |
|
|
(2,976,395 |
) | |
|
Change in valuation allowance |
$ |
(417,907 |
) |
|
$ |
(446,980 |
) | |
|
Actual tax expense (benefit) |
|
- |
|
|
|
- |
| |
****
**The related deferred tax benefit on the above
unutilized tax losses has a full valuation allowance not recognized against it as there is no certainty of its realization. Management
has evaluated tax positions in accordance with ASC 740 and has not identified any significant tax positions, other than those disclosed.**
****
**Note
11 SUBSEQUENT EVENTS**
****
**In accordance with ASC 855, Subsequent
Events, the Company has analyzed its operations subsequent to March 31, 2025, through the date these financial statements were
issued, and has determined that the followings represent material subsequent events to disclose in these financial statements:**
****
**On May 13, 2025, the Company filed a withdrawal
request for its previously filed Form S-1 Registration Statement, along with all exhibits and amendments thereto, originally filed with
the Securities and Exchange Commission on February 28, 2025, and Amendment #1 filed on April 11, 2025. The Form S-1 had been submitted
in connection with the Equity Purchase Agreement entered into with GHS Investments LLC dated July 17, 2024. The withdrawal of the S-1
was based on changes in the Companys strategic and business considerations, and there were no significant financial impacts resulting
from this withdrawal.**
****
**On May 13, 2025 (the Effective Date),
the Company provided formal written notice to GHS of its decision to terminate the Equity Financing Agreement (the ELOC)
dated July 17, 2024, between the Company and GHS. The termination notice was acknowledged and accepted by GHS. As of the Effective Date,
both the ELOC and the related Registration Rights Agreement between the Company and GHS are considered terminated and of no further force
or effect.The termination was made by mutual agreement, and neither party has any further obligations or liabilities to the other
under either agreement. The Companys decision to terminate the ELOC was made after careful evaluation of current market conditions
and its strategic direction. The Company determined that the terms of the ELOC, including the existing minimum floor price, no longer
align with its revised business objectives and shareholder interests. In addition, the Company withdrew its currently pending Form S-1
registration statement and pursue a revised equity financing structure with improved terms, including a higher minimum floor price of
$2 per share. This new structure will be designed to better reflect prevailing market conditions, enhance compliance with applicable
regulations, and support transparent corporate governance. The termination is being made pursuant to Section 9.4 of the Registration
Rights Agreement related to the ELOC, which permits termination by mutual consent or as otherwise permitted.**
****
**On June 30, 2025 (the Effective Date),
the Company entered into a Securities Purchase Agreement (the SPA) and executed a Promissory Note (the Note),
under which the Company has agreed to pay to Boot Capital LLC, a Delaware limited liability company, or its registered assigns (the Holder),
the sum of $115,000 together with any interest as specified in the Note, on or before April 30, 2026 (the Maturity Date).
Interest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note
may not be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments,
a Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to
the extent not converted into the Companys common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments
will be made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall
have the meanings ascribed to them in the SPA dated the same date as this Note, under which the Note was originally issued.**
****
**In a separate transaction also dated June 30,
2025, the Company entered into another Securities Purchase Agreement (the SPA) and issued another Promissory Note (the
Note), under which the Company has agreed to pay to Vanquish Funding Group Inc., a Virginia corporation, or its registered
assigns (the Holder), the sum of $180,550 together with any interest as specified in the Note, on or before April 30, 2026
(the Maturity Date 2). Interest will accrue on the unpaid principal balance from the Issue Date in accordance with the
terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein. In the event of
any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the due date until full payment
is made. All payments due under the Note, to the extent not converted into the Companys common stock (par value $0.001 per share),
shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms used herein,
and not otherwise defined, shall have the meanings ascribed to them in the SPA dated the same date as this Note, under which the Note
was originally issued.**
****
****
****
**47**
| | |
| | |
**Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.**
****
**None.**
****
**Item 9A. Controls and Procedures.**
****
**Evaluation of Disclosure Controls and Procedures**
****
**Our Principal Executive Officer and Principal
Financial Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act). Based on this evaluation, our Principal Executive
Officer and Principal Financial Officer concluded that in light of the material weaknesses described below, our disclosure controls and
procedures were not effective as of March 31, 2025. See material weaknesses discussed below in Managements Annual Report on Internal
Control over Financial Reporting.**
****
**Managements 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 Companys 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 Companys internal control over financial reporting as of March 31, 2025, using the criteria established
in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO").**
****
**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 Companys 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 March 31, 2025, the Company determined that there were control
deficiencies that constituted material weaknesses, as described below.**
****
**1.****
We do not have an Audit Committee - While not being legally obligated to have an audit committee,
it is the managements view that such a committee, including a financial expert member, is an utmost important entity level control
over the Companys 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 managements activities.**
****
**2.****
We did not maintain appropriate cash controls - As of March 31, 2025, the Company has not maintained
sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions,
and did not require dual signatures on the Companys bank accounts. Alternatively, the effects of poor cash controls were mitigated
by the fact that the Company had limited transactions in its bank accounts.**
****
**3.****
We did not implement appropriate information technology controls - As at March 31, 2025, the Company
retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the
Companys 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 companys internal controls.**
****
**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 March 31,
2025, based on criteria established in Internal Control- Integrated Framework issued by COSO.**
****
**48**
| | |
| | |
**Changes in Internal Controls over Financial
Reporting**
****
**There was no change in the Companys internal
control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially
affect, the Companys internal control over financial reporting.**
****
**Item 9B. Other Information.**
****
**None of our directors or executive officers adopted
or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c)
of Regulation S-K) during the year ended March 31, 2025.**
****
**Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.**
****
**Not applicable.**
****
**PART III**
****
**Item 10. Directors, Executive Officers, Promoters
and Control Persons of the Company.**
****
**DIRECTORS AND EXECUTIVE OFFICERS**
****
**The name, age and titles of our executive officers
and directors are as follows:**
|
|
|
|
|
| |
|
Name
and Address of Executive
Officer and/or Director |
|
Age |
|
Position | |
|
|
|
|
|
| |
|
Ivan Lunegov |
|
40 |
|
President & Director | |
|
Vitalis Racius |
|
43 |
|
Chief Financial Officer,
Director &Treasurer | |
|
Chris Winter |
|
62 |
|
Chief Executive Officer | |
|
Natalija Tunevic |
|
66 |
|
Secretary | |
****
**Ivan Lunegov, President and Director**
****
**Ivan Lunegov has graduated from Baikal State University
and has a Master degree in Management. Since 2009 to 2012 he completed a PhD program in Economics at the same University. In 2010, Mr.
Lunegov founded Center of Innovation Consulting, LLC, an advisory company for small and medium sized business. Mr. Lunegov was granted
twice by DAAD (The German Academic Exchange Service) as the senior research fellow in the field of sustainable economics and investments
at University of Stuttgart (2013) and SRH University Heidelberg (2015). He also was a part of research team in The Mercedes-Benz Group
AG (Stuttgart, Germany) and Robert Bosch GmbH (Stuttgart/Heidelberg, Germany). Since 2014 to 2016, he was a CEO of Panoply Group Corp.,
a US corporation with executive offices in Stuttgart, Germany, a consulting service company for tech startups. Since 2016 to 2020, Mr.
Lunegov was a CEO of Agency of Investments and Business Financing Money for Business, LLC, an investment fund for pre-seed
and seed stages tech startups. Since 2020, he has been working as independent startup advisor and venture partner.**
****
**Vitalis Racius, Treasurer, Director, Principal
Financial and Accounting Officer**
****
**Vitalis Racius serves on our Board of Directors
and as an executive officer. Mr. Racius has more than 5 years of entrepreneurial experience. Mr. Racius has been engaged in the management
several private companies. Mr. Racius holds an economic degree from the Kazimieras Simonavicius University. We believe that Mr. Racius
is qualified to serve on our Board of Directors due to his considerable business management background.**
****
**Chris Winter, Chief Executive Officer**
****
**Chris Winter serves as our Chief Executive Officer.
From 2004 until February 2024, he held the position of CEO and President ofInnovative Holdings Alliance, Inc.(IHAI). He resigned
from this role to focus more on consulting opportunities and has continued with Innovative Holdings as a consultant. In early October
2024, Mr. Winter began collaborating withMike McLarento facilitate the acquisition of a NASDAQ-listed company,SGBX,
for a reverse merger with his Oil and Gas business.**
**49**
| | |
| | |
**He remains actively involved in exploring new
business opportunities to further expand the company's growth. In November 2024, Mr. Winter was appointed to replace the existing officers
and directors ofMaverick Energy Group, Ltd. (MKGP). During his interim tenure, he successfully restored the company toPink
Current Informationstatus by addressing overdue financial and disclosure filings and bringing the company intoGood Standingwith
the State of Nevada.**
****
**Natalija Tunevic, Secretary**
****
**From November 6, 2017 to November 9, 2022, Natalija
Tunevic has acted as our President, Treasurer, Secretary and Director. From 2006 to 2016, Ms. Tunevic was developing her experience in
cooking industry and organizing masterclasses while also being a Senior Social Worker of Republic of Lithuania. Natalija Tunevic continues
to hold the position of Secretary of the Company.**
****
**Family Relationships**
****
**There are no family relationships among our directors
and executive officers. There is no arrangement or understanding between or among our executive officers and directors pursuant to which
any director or officer was or is to be selected as a director or officer. None of our directors or executive officers have had direct
or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant, exceeding
$120,000.**
****
**Involvement in Certain Legal Proceedings**
****
**To our knowledge, during the last ten years, none of our directors
and executive officers has:**
****
|
|
|
Had a bankruptcy petition filed by or against
any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years
prior to that time. | |
****
|
|
|
Been convicted in a criminal proceeding or
been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. | |
****
|
|
|
Been subject to any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business, securities or banking activities. | |
****
|
|
|
Been found by a court of competent jurisdiction
(in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended or vacated. | |
****
|
|
|
Been the subject to, or a party to, any sanction
or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent
exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. | |
****
**AUDIT COMMITTEE**
****
**We do not have an audit committee financial expert.
We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is
prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.**
****
**Agreements with Officers and Directors**
****
**On November 21, 2023, the Company executed Amendments
to Compensation Agreements effective as of December 1, 2023. Pursuant to these amendments, Ivan Lunegov, Vitalis Racius and Natalija
Tunevic will receive annual base compensation amounts of $400,000, $200,000 and $50,000 respectively.**
****
**On April 24, 2024, the Company and William
Hisey entered into an Employment Agreement pursuant to which Mr. Hisey was retained as Interim Chief Executive Officer. William Hisey
is not a relative of any director or executive officer of the Company and does not own more than 5% of the Company's outstanding common
stock. Mr. Hisey will undertake the responsibilities of Interim CEO, starting April 25, 2024, without concurrent membership on the board
but as a member of the Senior Management Team.**
****
**50**
| | |
| | |
**Delinquent Section 16(a) Reports**
**Section16(a) of the Exchange Act requires
the Companys executive officers, directors, and persons who beneficially own more than ten percent of a registered class of the
Companys equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Companys
common stock. Such officers, directors, and persons are required by SEC regulation to furnish the Company with copies of all Section16(a)
forms that they file with the SEC. As the Company does not file reports pursuant to Section 12 of the Exchange Act, this section is not
applicable to the Company.**
****
**Code of Ethics, Inside Trading and Corporate communication
Policy**
****
**We have adopted a Code of Ethics, Inside Trading
and Corporate communication Policies that applies to all officers, directors and employees. The Company will provide to any person without
charge a copy of such code of ethics, Inside Trading and Corporate communication Policies upon written request to the Company at its
registered offices.**
****
**Item 11. Executive Compensation.**
****
**The following tables set forth certain information
about compensation paid, earned or accrued for services by our Executive Officers for the years ended March 31, 2025 and 2024:**
****
**Summary Compensation Table**
****
|
Nameand
Principal
Position |
Year
|
Salary
($) |
Bonus
($) |
Stock
Awards
($) |
Option
Awards
($) |
Non-Equity
IncentivePlan
Compensation
($) |
AllOther
Compensation
($) |
AllOther
Compensation
($) |
Total
($) | |
|
Natalija Tunevic Secretary |
March 31, 2025 |
50,000 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
50,000 | |
|
March 31, 2024 |
39,667 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
39,667 | |
|
|
|
|
|
|
|
|
|
|
| |
|
Ivan Lunegov President and Director |
March 31, 2025 |
400,000 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
400,000 | |
|
March 31, 2024 |
253,333 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
253,333 | |
|
|
|
|
|
|
|
|
|
|
| |
|
Vitalis
Racius
Treasurer, Director, Chief Financial and Accounting Officer |
March 31, 2025 |
200,000 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
200,000 | |
|
March 31, 2024 |
102,667 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
102,667 | |
|
|
|
|
|
|
|
|
|
|
| |
|
Danny
Rittman,
Former CISO |
March 31, 2025 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- | |
|
March 31, 2024 |
206,818 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
206,818 | |
|
|
|
|
|
|
|
|
|
|
| |
|
Chris
Winter,
Chief Executive Officer |
March 31, 2025 |
69,820 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
69,820 | |
|
March 31, 2024 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- | |
|
|
|
|
|
|
|
|
|
|
| |
|
William
Hisey,
Former Interim CEO |
March 31, 2025 |
12,000 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
12,000 | |
|
March 31, 2024 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- | |
|
|
|
|
|
|
|
|
|
|
| |
|
Paul
Averill,
Former Chief Operating Officer |
March 31, 2025 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- | |
|
March 31, 2024 |
250,000 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
250,000 | |
|
|
|
|
|
|
|
|
|
|
| |
|
Percy
Kwong,
Former Technology Advisor |
March 31, 2025 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- | |
|
March 31, 2024 |
550,000 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
550,000 | |
****
**Ms. Tunevic currently devotes all of her time
to manage the affairs of the Company. She has agreed to work with no remuneration until such time as the Company receives sufficient
revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to
implement this compensation, or what the amount of the compensation will be.**
****
**The compensation discussed herein addresses all
compensation awarded to, earned by, or paid to our named executive officer.**
****
**51**
| | |
| | |
**There are no other stock option plans, retirement,
pension, or profit-sharing plans for the benefit of our officers and directors other than as described herein. There are no annuity,
pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries, if any.**
****
**Outstanding Equity Awards at Fiscal Year-End**
****
**As of March 31, 2025, no new warrants were awarded
to the executives**
****
**Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.**
****
**The following table sets forth certain information
as of June 30, 2025, concerning the number of shares of common stock beneficially owned by: (i) each person (including any group) known
to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer.Unless
otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.**
|
|
|
|
|
|
|
| |
|
TitleofClass |
|
NameandBeneficialOwner |
|
AmountandNatureofBeneficialOwnership |
|
Percentage | |
|
|
|
|
|
|
|
| |
|
Common Stock |
|
Mikhail Bukshpan |
|
9,900,000 |
|
7.207% | |
|
Common Stock |
|
Ivan Lunegov |
|
9,904,994 |
|
7.211% | |
|
Preferred Stock |
|
Natalija Tunevic |
|
6,000,000 |
|
47%*) | |
|
Preferred Stock |
|
Vitalis Racius |
|
5,300,000 |
|
53%*) | |
|
Preferred
Stock
Series A |
|
ALTHA LLC |
|
3,050 |
|
4.99%***) | |
****
**The percent of class is based on 137,511,233 shares
of common stock, 11,300,000 of preferred stock and 3,050 of series A preferred stock issued and outstanding as of the date of this annual
report**
****
***) Voting right 5 to 1.**
****) agreed to a lock-up period of nine (9) months
from April 2023**
*****) Voting on an as converted basis, subject
to 4.99% Blocker of beneficial ownership**
****
**No Director, executive officer, affiliate or any
owner of record or beneficial owner of more than 5% of any class of voting securities of the Company is a party adversary to the Company
or has a material interest adverse to the Company.**
****
**Item 13. Certain Relationships and Related Transactions.**
****
**There are no promoters of the company, and have
been none, as defined in Item 404(c)(1)(i) of Regulation S-K, other than the Companys directors and officers.**
****
**During the year ended March 31, 2025, we had not
entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or
more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions
exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.**
****
**As of March 31, 2025, our directors and officers
had loaned $512,075 to the Company to provide working capital for its business operations.**
****
**Procedures for Approval of Related Party Transactions**
****
**Our Board of Directors is in charged with reviewing
and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC
rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a
case-by-case basis.**
****
**Director Independence**
****
**The Company has no outside directors as of March
31, 2025.**
****
****
**52**
| | |
| | |
**Item 14. Principal Accountant Fees and Services.**
****
**The following table sets forth the fees billed
to our company for the years ended March 31, 2025 and 2024 for professional services rendered by DylanFloyd Accounting & Consulting,
our principal independent accountants:**
****
|
Fees |
|
March
31, 2025 |
|
|
March
31, 2024 | |
|
Audit Fees |
$ |
26,000 |
|
$ |
19,000 | |
|
Audit Related Fees |
|
- |
|
|
- | |
|
Tax Fees |
|
- |
|
|
- | |
|
Other Fees |
|
- |
|
|
- | |
|
Total Fees |
$ |
26,000 |
|
$ |
19,000 | |
****
**PART IV**
****
**Item 15. Exhibits and Financial Statement Schedules.**
****
**The following exhibits are included as part of
this report by reference:**
|
19 |
|
INSIDER TRADING POLICY | |
|
|
|
| |
|
31.1 |
|
Certification of Chief
Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
|
|
|
| |
|
31.2 |
|
Certification of Chief
Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
|
|
|
| |
|
32.1 |
|
Certifications of Chief
Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | |
****
|
32.2 |
|
Certifications
of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | |
****
**Item 16. Form 10K Summary.**
****
**None.**
****
**53**
****
****
| | |
| | |
****
**SIGNATURES**
****
****
****
**In accordance with the requirements of the Securities
Act of 1933, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.**
****
|
Dated: July
8, 2025 |
AVANT TECHNOLOGIES
INC. | |
|
| |
|
By: |
/s/ |
Vitalis Racius | |
|
|
Name: |
Vitalis Racius | |
|
|
Title: |
Chief Financial Officer,
Director & Treasurer | |
|
|
|
| |
****
****
****
**In accordance with the Exchange Act, this report
has been signed below by the following persons on behalf of the registrant and in the capacities indicated.**
****
|
Signature |
|
Title |
|
Date | |
|
|
|
| |
|
/s/
Natalija Tunevic |
|
Secretary |
|
July 8, 2025 | |
|
Natalija Tunevic |
|
|
|
| |
|
|
|
| |
|
/s/
Ivan Lunegov |
|
President & Director |
|
July 8, 2025 | |
|
Ivan Lunegov |
|
|
|
| |
|
|
|
|
|
| |
|
/s/
Vitalis Racius |
|
Chief Financial Officer,
Director & Treasurer |
|
July 8, 2025 | |
|
Vitalis Racius |
|
|
|
| |
****
|
/s/
Chris Winter |
|
Chief Executive
Officer |
|
July 8, 2025 | |
|
Chris Winter |
|
|
|
| |
****
**54**
| | |
| | |
****