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Blue Line Holdings (OTC: BLNH) logs Q3 2026 loss and flags going-concern risk

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Blue Line Holdings Inc. is a development-stage industrial company focused on licensed functional beverages and reported no revenue for the three or nine months ended March 31, 2026. The company posted a net loss of $16,681 for the quarter and $65,109 for the nine-month period.

As of March 31, 2026, Blue Line held $7,682 in cash, total assets of $16,782, and total liabilities of $84,197, resulting in a stockholders’ deficit of $67,415 and an accumulated deficit of $180,115. The company funded operations mainly through $59,000 of promissory notes, including $50,000 due June 30, 2026, for which 100,000 shares were issued as consideration.

Management discloses substantial doubt about Blue Line’s ability to continue as a going concern due to recurring losses, limited financial resources, and dependence on raising additional equity or debt. Internal controls over financial reporting were deemed not effective, with material weaknesses including lack of segregation of duties and the potential for management override of controls.

Positive

  • None.

Negative

  • Going concern risk and continued losses: Blue Line reported a nine‑month net loss of $65,109, an accumulated deficit of $180,115, and explicitly states substantial doubt about its ability to continue as a going concern due to limited resources and dependence on new financing.
  • Weak balance sheet with negative equity: As of March 31, 2026, total assets were $16,782 against liabilities of $84,197, resulting in a stockholders’ deficit of $67,415 and minimal cash of $7,682.
  • Reliance on short-term promissory notes: The company raised $59,000 via promissory notes, including $50,000 due June 30, 2026 and $9,000 payable on demand, increasing near-term liquidity pressure.
  • Material weaknesses in internal controls: Management concluded disclosure controls and procedures were not effective, citing lack of segregation of duties, potential management override of controls, and lack of formal written policies around financial close and reporting.

Insights

Recurring losses, negative equity and going-concern doubt make this filing structurally negative.

Blue Line Holdings remains pre-revenue, yet recorded a net loss of $65,109 for the nine months ended March 31, 2026. Operating cash outflow of $60,134 was funded largely by new promissory notes totaling $59,000, highlighting reliance on external financing rather than cash generation.

The balance sheet is highly constrained: cash was only $7,682, total assets $16,782, and total liabilities $84,197, leaving a stockholders’ deficit of $67,415 and an accumulated deficit of $180,115. Management explicitly states there is substantial doubt about the company’s ability to continue as a going concern, anchored to these figures.

Control quality is another concern. Management concluded disclosure controls and procedures were not effective as of March 31, 2026, citing material weaknesses such as lack of segregation of duties and the ability of management to override controls. Near term, investors will need to watch how Blue Line addresses its $50,000 in promissory notes due June 30, 2026 and whether it can raise additional capital to pursue its CocoLove water strategy.

Net loss (three months) $16,681 Net loss for the three months ended March 31, 2026
Net loss (nine months) $65,109 Net loss for the nine months ended March 31, 2026
Cash balance $7,682 Cash as of March 31, 2026
Total liabilities $84,197 Total liabilities as of March 31, 2026
Stockholders’ deficit $67,415 Total stockholders’ equity (deficit) as of March 31, 2026
Accumulated deficit $180,115 Accumulated deficit as of March 31, 2026
Promissory notes issued $59,000 Financing from promissory notes during nine months ended March 31, 2026
Shares outstanding 10,226,000 shares Common stock outstanding as of May 4, 2026
going concern financial
"there is substantial doubt about the Company’s ability to continue as a going concern exists"
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
development stage company financial
"Since we are a development stage company as defined under Regulation S-K, Item 10, and has not generated revenues to date"
ASC 606 financial
"The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers."
A U.S. accounting standard that sets consistent rules for when and how companies record revenue from contracts with customers, focusing on the transfer of promised goods or services. It matters to investors because it affects the timing and amount of reported sales and profit—like deciding whether a contractor can count payment when a job starts, progresses, or finishes—so it improves comparability and helps assess a company's true economic performance.
fair value hierarchy financial
"A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values."
material weaknesses financial
"Material weaknesses include lack of segregation of duties, the ability of management to override controls"
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
Rule 506(b) of Regulation D regulatory
"The Company relied upon the exemptions from registration provided by Rule 506(b) of Regulation D of the Securities Act of 1933"
Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.
10-Q Quarterly Reports: What Changes Quarter to Quarter →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-Q

 

 

 

(Mark One)

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2026

 

OR

 

☐ 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 000-56801

 

BLUE LINE HOLDINGS INC.

(Exact name of Registrant as specified in its Charter)

 

Colorado   99-3114735

(State or other jurisdiction

of incorporation or organization)

  

(IRS Employer

Identification No.)

 

18 Lakewood Blvd.

Lynbrook, NY

  

 

11563

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (516) 776-3349

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   N/A   None

 

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer ☐ Accelerated filer ☐
       
Non-accelerated filer ☒ Smaller reporting company ☒
       
Emerging growth company ☒    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

As of May 4, 2026, there are 10,226,000 shares of the registrant’s Common Stock, par value $0.001 per share, outstanding.

 

 

 

 
 

 

BLUE LINE HOLDINGS INC.

Quarterly Report on Form 10-Q

For the quarter ended March 31, 2026

(unaudited)

 

TABLE OF CONTENTS

 

  Page
PART I – FINANCIAL INFORMATION  
     
Item 1 Condensed Financial Statements (unaudited) 4
     
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 13
     
Item 3 Quantitative and Qualitive Disclosures About Market Risk 16
     
Item 4 Controls and Procedures 16
     
PART II – OTHER INFORMATION  
     
Item 1 Legal Proceedings 17
     
Item 1A Risk Factors 17
     
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 17
     
Item 3 Defaults Upon Senior Securities 17
     
Item 4 Mine Safety Disclosures 17
     
Item 5 Other Information 17
     
Item 6 Exhibits 17
     
Signatures 19

 

2
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including those set forth in the section entitled “Risk Factors” in our on Form 10-K. Since we are a development stage company as defined under Regulation S-K, Item 10, and has not generated revenues to date, our business is subject to numerous contingencies and risk factors beyond our control, including development risks, competition from well-funded competitors, and its ability to manage growth.

 

You should read this Report and the documents that we reference in this Report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

 

3
 

 

PART I FINANCIAL INFORMATION

 

Item 1. Condensed Financial Statements

 

Blue Line Holdings, Inc.

Unaudited Condensed Balance Sheets

 

  

(Unaudited)

March 31, 2026

  

June 30, 2025

 
ASSETS          
CURRENT ASSETS          
Cash  $7,682    8,816 
Prepaids   9,100    11,500 
Total Current Assets   16,782    20,316 
           
TOTAL ASSETS  $16,782    20,316 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES          
Accounts payable and accrued liabilities  $25,197    32,622 
Promissory notes   59,000    - 
Total Current Liabilities   84,197    32,622 
TOTAL LIABILITIES   84,197    32,622 
           
STOCKHOLDERS’ EQUITY          
Preferred stock, $0.001 par value, 20,000,000 shares authorized, none issued and outstanding   —    — 
Common stock, $0.001 par value, 100,000,000 shares authorized; 10,226,000 shares issued and outstanding as of March 31, 2026 (10,126,000 as of June 30, 2025)   10,226    10,126 
Additional paid-in capital   102,474    92,574 
Accumulated deficit   (180,115)   (115,006)
Total Stockholders’ Equity   (67,415)   (12,306)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $16,782    20,316 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

4
 

 

Blue Line Holdings, Inc.

Unaudited Condensed Statement of Operations

(Unaudited)

 

             
  

(Unaudited)

Three Months ended

March 31,

  

(Unaudited)

Nine Months ended

March 31,

 
   2026   2025   2026   2025 
REVENUES   —    —   $—   $— 
                     
OPERATING EXPENSES:                    
Professional fees   6,775    7,310    23,325    55,987 
Transfer agent and filing fees   4,900    2,225    35,501    3,725 
General and administrative   5,006    367    6,283    1,006 
Licensing fee   —    —    —    20,000 
Management fees   —    —    —    2,000 
TOTAL OPERATING EXPENSES   16,681    9,902    65,109    82,718 
                     
LOSS FROM OPERATIONS BEFORE INCOME TAXES   (16,681)   (9,902)   (65,109)   (82,718)
                     
INCOME TAXES   —    —    —    — 
                     
NET LOSS   (16,681)   (9,902)  $(65,109)  $(82,718)
                     
NET LOSS PER COMMON SHARE, BASIC AND DILUTED   (0.00)   (0.00)  $(0.00)  $(0.01)
                     
WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED   10,226,000    10,066,290    10,164,686    9,749,970 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

5
 

 

Blue Line Holdings, Inc.

Unaudited Condensed Statements of Stockholders’ Equity (Deficit)

(Unaudited)

 

   Shares             
   Common Stock   Additional Paid-in   Accumulated  

Total

Stockholders’

 
   Shares   Amount   Capital   Deficit   Equity 
Balance, June 30, 2024   7,350,000    7,350    20,250    (8,881)   18,719 
Common stock issued for cash at $0.01 per share   2,250,000    2,250    20,250    —    22,500 
Common stock issued for license at $0.10 per share   200,000    200    19,800    —    20,000 
Common stock issued for cash at $0.10 per share   80,000    80    7,920    —    8,000 
Net loss   —    —    —    (51,886)   (51,886)
Balance, September 30, 2024   9,880,000    9,880    68,220    (60,767)   17,333 
Common stock issued for cash at $0.10 per share   40,000    40    3,960    —    4,000 
Net loss   —    —    —    (20,930)   (20,930)
Balance, December 31, 2024   9,920,000    9,920    72,180    (81,697)   403 
Common stock issued for cash at $0.10 per share   206,000    206    20,394    —    20,600 
Net loss   —    —    —    (9,902)   (9,902)
Balance, March 31, 2025   10,126,000    10,126    92,574    (91,599)   11,101 

 

   Common Stock   Additional Paid-in   Accumulated  

Total

Stockholders’

 
   Shares   Amount   Capital   Deficit   Equity 
Balance, June 30, 2025   10,126,000    10,126    92,574    (115,006)   (12,306)
Net loss   —    —    —    (10,116)   (10,116)
Balance, September 30, 2025   10,126,000    10,126    92,574    (125,122)   (22,422 
Common stock issued for entering into promissory notes at $0.10 per share   100,000    100    9,900    —    10,000 
Net loss   —    —    —    (38,312)   (38,312)
Balance, December 31, 2025   10,226,000    10,226    102,474    (163,434)   (50,734 
Net loss   —    —    —    (16,681)   (16,681)
Balance, March 31, 2026   10,226,000    10,226    102,474    (180,115)   (67,415)

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

6
 

 

Blue Line Holdings, Inc.

Unaudited Condensed Statement of Cash Flows

(Unaudited)

 

       
  

(Unaudited)

Nine months ended March 31,

 
   2026   2025 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(65,109)   (82,718)
Adjustments to reconcile net loss to net cash used by operating activities          
Common shares issued for issuance of promissory notes   5,900    — 
Changes in assets and liabilities:          
Prepaid expense   6,500    (5,875)
Accounts payable and accrued liabilities   (7,425)   7,362 
Due from related party   —    (2,500)
Net cash used by operating activities   (60,134)   (83,731)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from sale of common stock   —    75,100 
Proceeds from issuance of promissory notes   59,000    — 
Net cash provided by financing activities   59,000    75,100 
           
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS   (1,134)   (8,631)
           
Cash, beginning of period   8,816    17,594 
Cash, end of period  $7,682    8,963 
           
SUPPLEMENTAL CASHFLOW INFORMATION          
Interest paid  $—    — 
Income taxes paid  $—    — 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

7
 

 

Blue Line Holdings, Inc.

Notes to Unaudited Condensed Financial Statements

 

1. NATURE OF OPERATIONS

 

Blue Line Holdings Inc., (the “Company”) is an industrial Company looking to introduce its licensed product in the European market. The Company was incorporated on May 16, 2024 in Colorado.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Going Concern

 

As shown in the accompanying interim unaudited financial statements, the Company has incurred cumulative operating losses since the date of formation, May 16, 2024. As of March 31, 2026, the Company has limited financial resources with which to achieve its objectives and attain profitability and positive cash flows from operations. As shown in the accompanying balance sheets, the Company has an accumulated deficit of $180,115 as of March 31, 2026 (June 30, 2025 - $115,006).

 

Achievement of the Company’s objectives will depend on its ability to obtain additional financing to generate revenue from current and planned business operations.

 

The Company plans to fund its future operations by sales of its common stock or by issuing debt securities. However, there is no assurance that the Company will be able to achieve these objectives, therefore there is substantial doubt about the Company’s ability to continue as a going concern exists.

 

Basis of Presentation

 

The accompanying unaudited interim financial statements have been prepared using the accrual basis of accounting in accordance with generally accepted accounting principles (“GAAP”) promulgated in the United States of America. The Company has adopted a June 30 fiscal year end. These unaudited interim financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended June 30, 2025 contained in the Company’s 10-K report for the year ended June 30, 2025. In the opinion of management, the unaudited interim financial statements included herein contain all adjustments, all of which were of a normal recurring nature, considered necessary to present fairly the Company’s financial position, the results of operations and cash flows for the periods presented.

 

The operating results and cash flows of the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year.

 

Use of Estimates and Assumptions

 

The preparation of the unaudited interim financial statements in conformity with the 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 amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates.

 

8
 

 

Blue Line Holdings, Inc.

Notes to Unaudited Condensed Financial Statements

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Cash and Cash Equivalents

 

Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company maintains its cash in bank deposit accounts, which at times, may exceed federally insured limits. As of March 31, 2026, the Company’s cash position did not exceed federally insured limits.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The Company is currently a pre-revenue company but expects to generate revenue in the future.

 

Segment Reporting

 

Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” requires public companies to report financial and descriptive information about their reportable operating segments. The Company identifies its operating segments based on how executive decision makers internally evaluates separate financial information, business activities and management responsibility. Accordingly, the Company has one reportable segment, consisting of providing licensed products in the European market.

 

Income Taxes

 

The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

 

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

 

The Company records uncertain tax positions on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company is not aware of uncertain tax positions as of March 31, 2026.

 

9
 

 

Blue Line Holdings, Inc.

Notes to Unaudited Condensed Financial Statements

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying statement of operations. There were no interest and penalties expenses or accrued interest and penalties for the nine months ended March 31, 2026.

 

Impairment of Long-Lived Assets

 

When circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability of the asset’s carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments include cash. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value as of March 31, 2026.

 

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

 

  Level 1: Observable inputs such as quoted prices in active markets;
  Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
  Level 3: Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions.

 

The Company did not have any assets or liabilities measured at fair value on a recurring basis at March 31, 2026.

 

10
 

 

Blue Line Holdings, Inc.

Notes to Unaudited Condensed Financial Statements

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Leases

 

In accordance with ASC 842, Leases, the Company determines whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, the Company determines whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as: right-of-use asset (“ROU asset”) and operating lease liability. ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term. The ROU asset also includes deferred rent liabilities. If the Company’s lease arrangement generally does not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU asset and liability. Lease expense for the operating lease is recognized on a straight-line basis over the lease term. The Company did not have any leases under ASC 842 as of March 31, 2026.

 

Recent Accounting Pronouncements

 

Accounting standards that have been issued or proposed by the Financial Accounting Standards Board (“FASB”) that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

 

3. RELATED PARTY TRANSACTIONS

 

On June 13, 2024, the Company issued 5,100,000 shares of common stock for cash to the former CEO of the Company at $0.001 per share or $5,100.

 

As of March 31, 2026, the Company had no employment nor severance agreement with its sole officer and director. The Company paid the former sole officer and director $2,000 in management fees during the year ended June 30, 2025 and did not accrue or pay the current sole officer and director any consideration during the nine months ended March 31, 2026.

 

During the nine months ended March 31, 2026, the Company borrowed $3,000 from the sole officer and director of the Company through issuance of a promissory note. The note is payable on demand and bears no interest. See Note 5. During the year ended June 30, 2025, the Company’s former officer and director borrowed $2,500 from the Company which was paid back in the same period.

 

4. STOCKHOLDERS’ EQUITY

 

Upon formation the authorized capital of the Company was 120,000,000 shares consisting of 100,000,000 shares of common stock, par value $0.001 and 20,000,000 shares of preferred stock, par value $0.001.

 

Preferred Stock

 

The Preferred Stock may be issued, from time to time, in one or more series as determined by the Board of Directors. The designations, voting rights, amounts of preference upon distribution of assets, rates of dividends, premiums of redemption, conversion rights and other variations, if any, the qualifications, limitations or restrictions thereof, if any, of the Preferred Stock, and of each series thereof, are fixed by the Board of Directors in a resolution or resolutions adopted by the Board of Directors providing for the issue of such series of Preferred Stock.

 

As of March 31, 2026 and June 30, 2025, no shares of Preferred Stock were outstanding.

 

11
 

 

Blue Line Holdings, Inc.

Notes to Unaudited Condensed Financial Statements

 

4. STOCKHOLDERS’ EQUITY (continued)

 

Common Stock

 

Each holder of Common Stock is entitled to one vote per share for matters submitted to a vote, and to receive dividends if and when declared, however, subject to any limitations contained in the designation of any series of the Preferred Stock. Upon liquidation or winding down of the Company, the holders of the Common Stock shall be entitled to receive all the remaining assets of the Company after distribution in full of the preferential amounts, if any, to be distributed to the holders of the Preferred Stock.

 

During the nine months ended March 31, 2026, the Company had the following equity transaction:

 

           Proceeds Allocated     
Date of Issuance  Number of Shares   Per Share Issued Price   Common Stock   Additional Paid-in Capital   Total Proceeds 
                     
December 2025   100,000   $0.10   $100   $9,900   $10,000 
                          
Total   100,000        $100   $9,900   $10,000 

 

  ● During December 2025, the Company issued 100,000 shares of common stock for consideration of the issuance of $50,000 in promissory notes at a deemed price of $0.10 per common stock or $10,000. See Note 5.

 

During the year ended June 30, 2025, the Company had the following equity transactions:

 

           Proceeds Allocated     
Date of Issuance  Number of Shares   Per Share Issued Price   Common Stock   Additional Paid-in Capital   Total Proceeds 
                     
July 2024   2,250,000   $0.01   $2,250   $20,250   $22,500 
July 2024   200,000    0.10    200    19,800    20,000 
September 2024   80,000    0.10    80    7,920    8,000 
October 2024   40,000    0.10    40    3,960    4,000 
January 2025   120,000    0.10    120    11,880    12,000 
February 2025   76,000    0.10    76    7,524    7,600 
March 2025   10,000    0.10    10    990    1,000 
                          
Total   2,776,000        $2,776   $72,324   $75,100 

 

  ● During July 2024, the Company issued 2,250,000 shares of common stock for cash at $0.01 per common stock or $22,500.
     
  ● On July 29, 2024, the Company entered into a licensing agreement for the distribution of coconut water in France. Among other considerations, the Company issued 200,000 shares of common stock for the licensing agreement valued at $0.10 per share or $20,000. This was a non-cash share issuance.
     
  ● During September 2024, the Company issued 80,000 shares of common stock for cash at a price of $0.10 per share or $8,000.
     
  ● During October 2024 the Company issued 40,000 shares of common stock for cash at a price of $0.10 per share or $4,000.
     
  ● During January 2025, the Company issued 120,000 shares of common stock for cash at a price of $0.10 per share or $12,000.
     
  ● During February 2025, the Company issued 76,000 shares of common stock for cash at a price of $0.10 per share or $7,600.
     
  ● During March 2025, the Company issued 10,000 shares of common stock for cash at a price of $0.10 per share or $1,000.

 

5. PROMISSORY NOTE

 

During the nine months ended March 31, 2026, the Company borrowed $3,000 from the sole officer and director and borrowed $6,000 from third parties for working capital. The promissory notes are payable on demand and bear no interest. See Note 3.

 

In addition, the Company issued promissory notes for $50,000 which are due June 30, 2026. In consideration, the Company issued 100,000 common shares to the lenders for interest at a deemed price of $0.10 per share or $10,000. The Company recorded $5,900 in interest expense during the nine months ended March 31, 2026 related to the 100,000 common shares and the balance of $4,100 is in prepaids and will be expensed over the remaining term of the promissory notes. See Note 4.

 

12
 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

For purposes of this section, “Blue Line”, the “Company”, “we”, or “our” refer to Blue Line Holdings Inc., unless the context otherwise requires. Certain figures have been rounded for ease of presentation and may not sum due to rounding.

 

Overview and Planned Activities

 

We were formed as a Colorado corporation on May 16, 2024. At present we plan to secure licensing agreements for the sale of functional beverages with key industry players and acquire assets that complement our core business and drive growth. We may also seek to obtain licensing agreements for products outside of the functional beverage market. As of the date of this Report, we were in the development stage and had one licensing agreement giving us the right to sell flavored water in France.

 

Sale of CocoLove Water

 

In July, 2024 we signed an agreement with Monarch Media which gave us the exclusive license to distribute CocoLove water in France. CocoLove water, manufactured by Monarch Media, is a coconut flavored water and is 100% organic with no sugar added and no artificial flavors or colors added. CocoLove water uses no plastic or tetra packaging and is always in a can for upcycling and recycling purposes. It is anticipated that we will buy CocoLove water from Monarch Media and Monarch Media will ship CocoLove water from its bottling plant to locations designated by us.

 

Our license to sell CocoLove water is exclusive subject to Monarch Media’s right to sell CocoLove water in France using its own sales channels. Monarch Media has no obligation to compensate us if it uses its own sales channels to sell CocoLove water in France.

 

In consideration for the license, we:

 

  ● issued Monarch Media 200,000 shares of our common stock; and
     
  ● agreed to pay Monarch Media each year a royalty of:

 

  ● 10% of the net sales of CocoLove water between US $100,000 and US $500,000;
  ● 7% of the net sales of CocoLove water between US $500,000 and US $1,000,000; and
  ● 4% of the net sales of CocoLove water greater than US $1,000,000;

 

No royalty will be due on net sales of CocoLove water in any calendar year less than $100,000.

 

Monarch Media may terminate our license in the event that annual royalties paid by us to Monarch Media are not at least $5,000 within each twelve month period beginning July, 2025.

 

We plan to market CocoLove water in France by:

 

  ● Social media, targeting young, urban professions seeking alternatives to plain water;
  ● Various media channels;
  ● Promotions in colleges and universities; and
  ● In-store promotions.

 

We plan to distribute CocoLove water to our customers in France through:

 

  ● Grocery stores, convenience stores and restaurants;
  ● Vending machines; and
  ● Local Distributors.

 

13
 

 

We estimate we will be required to spend approximately $100,000 during the next twelve months to market and distribute CocoLove water in France. We plan to initially target distributors and resellers due to our limited capital resources. The use of distributers and resellers would limit our exposure to inventory and the cost of warehouse space.

 

Although we have performed preliminary research into French distributors and retailers, as of the date of this Report, we have not begun any marketing or distribution efforts.

 

Management Change

 

On March 31, 2025, Joseph C. Henn was appointed as a director, Chief Executive Officer, Chief Financial and Accounting Officer and the Company’s Secretary. Following the appointment of Mr. Henn as officer and director, Anthony Kerrigone resigned as an officer and director of the Company. Mr. Kerrigone’s resignation was not the result of any disagreement relating to the Company’s operations, policies or practices.

 

Competition

 

CocoLove water will compete with other coconut water companies and all categories of non-alcoholic liquid refreshments. The liquid refreshment markets are highly competitive, and include international, national, regional and local producers and distributors. All of our competitors have greater marketing and financial resources than we have.

 

Results of Operations

 

Three Months Ended March 31, 2026

 

For the three months ended March 31, 2026, we experienced a net loss of $16,681 compared with a net loss of $9,902 during the comparative March 31, 2025. The primary increase between the periods related to $5,000 in interest expense incurred during the current period related to promissory notes as compared to no such expense in the comparative 2025 period.

 

Nine Months Ended March 31, 2026

 

For the nine months ended March 31, 2026, we experienced a net loss of $65,109 as compared to a net loss of $82,718 during the comparative March 31, 2025 period. The Company incurred $35,501 in transfer agent and filing fees during the nine months ended March 31, 2026, primarily related to the cost of becoming Depository Trust Company (DTC) eligible for electronic clearing and the OTCID fee. The loss in the comparative period was attributable to $55,987 in professional fees related to our Form S-1 registration statement and $20,000 related to the licensing agreement for the CocoLove water.

 

Liquidity and Capital Resources

 

As of March 31, 2026, we had cash of $7,682 as compared with cash of $8,816 as at June 30, 2025. Cash used in operating activities totaled $60,134 during the nine months ended March 31, 2026 as compared to cash used of $83,731 in the comparative 2025 period. During both periods, cash was primarily used to fund operating expenses related to our business and for continuous disclosure and the Form S-1 registration statement in the comparative 2025 period. Cash provided by financing activity was $59,000 from the issuance of promissory notes during the nine months ended March 31, 2026 as compared to $75,100 in proceeds from the sale of common shares in the comparative 2025 period. During the nine months ended March 31, 2026, we issued $9,000 in promissory notes that are payable on demand and $50,000 in promissory notes that are payable by June 30, 2026. We will be required to raise capital or take other measures to fund future development. We expect to incur further losses as we are at the start-up stage. We do not have any firm commitments from any person to provide us with any capital.

 

14
 

 

Trends

 

The factors that will most significantly affect our future operating results, liquidity and capital resources will be:

 

  ● Our ability to secure and generate revenue from licensing agreements; and
  ● Access to capital through future sale of our common shares or debt.

 

Other than the foregoing, we do not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on:

 

  ● revenues or expenses;
  ● any material increase or decrease in liquidity; or
  ● expected sources and uses of cash.

 

Capital requirements

 

Our projected requirements for the twelve months ending March 31, 2027 are as follows:

 

Description  Amount 
     
Sales and marketing for CocoLove  $100,000 
Obtaining new licenses for the distribution of products  $50,000 

 

We will need additional capital to fund our projected capital requirements.

 

Significant Accounting Policies

 

See Note 2 to financial statements included as part of this Quarterly Report for a discussion of our significant accounting policies. As of March 31, 2026 we did not have any critical accounting policies.

 

Off-Balance Sheet Arrangements

 

As of March 31, 2026, we did not have any off-balance sheet arrangements.

 

15
 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

Not applicable for smaller reporting companies.

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a) Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our Chief Executive Officer (our Principal Executive Officer and Principal Financial Officer), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2026. Based on their evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. In addition, due to its current size, the Company currently does not have sufficient staff to maintain appropriate segregation of duties and the ability of management to override controls, as it pertains to application and oversight of internal control processes. Material weaknesses include lack of segregation of duties, the ability of management to override controls, and lack of formal written policies and procedures surrounding financial close and reporting.

 

(b) Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred in the quarter ended March 31, 2026, that materially affected, or would be reasonably likely to materially affect, our internal control over financial reporting.

 

(c) Limitations of the Effectiveness of Controls and Procedures

 

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance that the information required to be disclosed in reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constrains and that management is required to apply judgement in evaluating the benefits of possible controls and procedures relative to their costs.

 

16
 

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

Not applicable for smaller reporting companies.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Recent Sales of Unregistered Securities

 

During the nine months ended March 31, 2026, the Company issued 100,000 unregistered shares of common stock in connection with the issuance of $50,000 in promissory notes. The common shares were issued at a deemed value of $0.10 per common share or $10,000 in total. The Company relied upon the exemptions from registration provided by Rule 506(b) of Regulation D of the Securities Act of 1933 with respect to the issuance of these shares. The parties who acquired these shares were sophisticated investors and were provided full information regarding the Company’s business and operations. There was no general solicitation in connection with the offer or sale of these securities. The parties who acquired these shares acquired them for their own accounts. The certificates representing these shares will bear a restricted legend which provides they cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission or other form of remuneration was given to any person in connection with the sale of these shares.

 

ITEM 3. DEFAULT UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period ending March 31, 2026.

 

ITEM 6. EXHIBITS

 

The exhibits listed in the following exhibit index are furnished as part of this report.

 

17
 

 

EXHIBIT INDEX

 

Exhibit    
Number   Exhibit Description
     
3.1   Articles of Incorporation of Blue Line Holdings Inc. (incorporated by reference to Exhibit 3.1 to Blue Line Holdings Inc.’s Form S-1 filed on November 19, 2024.)
     
3.2   Bylaws of Blue Line Holdings Inc. (incorporated by reference to Exhibit 3.2 to Blue Line Holdings Inc.’s Form S-1 filed on November 19, 2024).
     
31.1*   Certification of Principal Executive Officer and Principal Financial Officer, Joseph C. Henn, pursuant to Section 302 of Sarbanes Oxley Act of 2002.
     
32.1*   Certification of Principal Executive Officer and Principal Financial Officer, Joseph C. Henn, pursuant to Section 906 of Sarbanes Oxley Act of 2002.
     
101*   The following financial statements from the Company’s Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL: (i) Condensed Interim Balance Sheets, (ii) Condensed Interim Statements of Operations, (iii) Condensed Interim Statements Equity, (iv) Condensed Interim Statements of Cash Flows, and (v) Notes to the Unaudited Condensed Interim Financial Statements.
     
104*   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.

 

18
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

BLUE LINE HOLDINGS INC.

  (Registrant)
     
Date: May 4, 2026 By: /s/ Joseph C. Henn
    Joseph C. Henn
    Chief Executive Officer
    (Principal Executive Officer and Principal Financial Officer)

 

19

 

Source: View Original Filing on SEC EDGAR

FAQ

What business is Blue Line Holdings Inc. (BLNH) pursuing?

Blue Line Holdings is an industrial company developing a beverage-focused licensing model. It currently has an exclusive agreement to distribute CocoLove coconut flavored water in France and plans to secure additional licensing deals for functional beverages and potentially other consumer products.

Did Blue Line Holdings (BLNH) generate any revenue for the quarter ended March 31, 2026?

Blue Line reported no revenue for both the three and nine months ended March 31, 2026. The company remains in the development stage, focusing on preparing its CocoLove water distribution in France and building its licensing platform before generating commercial sales.

What were Blue Line Holdings’ (BLNH) key financial results for the nine months ended March 31, 2026?

For the nine months ended March 31, 2026, Blue Line recorded a net loss of $65,109 and operating cash outflow of $60,134. At March 31, 2026, it had $7,682 in cash, total assets of $16,782, total liabilities of $84,197, and a stockholders’ deficit of $67,415.

Why does Blue Line Holdings (BLNH) disclose substantial doubt about continuing as a going concern?

Management highlights cumulative operating losses, an accumulated deficit of $180,115, limited financial resources, and dependence on raising additional equity or debt financing. These factors lead to substantial doubt about Blue Line’s ability to continue as a going concern without successful future capital raises and revenue generation.

How is Blue Line Holdings (BLNH) funding its operations as of March 31, 2026?

Operations have been funded mainly through equity issuances and promissory notes. During the nine months ended March 31, 2026, the company raised $59,000 from promissory notes and issued 100,000 common shares valued at $10,000 as consideration related to $50,000 of those notes.

What internal control issues did Blue Line Holdings (BLNH) report in this quarter?

Management concluded disclosure controls and procedures were not effective as of March 31, 2026. Material weaknesses include insufficient segregation of duties, the ability of management to override controls, and a lack of formal written policies and procedures for financial close and reporting processes.