Mag Magna (MGNC) posts 10-Q with no revenue and rare earth mining pivot
Mag Magna Corp. filed its quarterly report for the period ended October 31, 2025, showing it has shifted away from poultry-farming consulting and is preparing to focus on acquiring and developing rare earth mineral properties. The company reported no revenue for the six months ended October 31, 2025, compared with $21,334 a year earlier, and a net loss of $97,714, widening its accumulated deficit to $218,738. Total assets were $113,090, mainly prepaid expenses and intangible assets, against liabilities of $157,102, leaving a stockholders’ deficit of $44,012. Management states there is substantial doubt about the company’s ability to continue as a going concern and plans to rely on future financing and stock issuances. Subsequent events include two changes in control, authorization of 500,000,000 common and 1,000,000 preferred shares, creation of a super-voting Series X Preferred Stock, issuance of one Series X share to the new controlling shareholder, and a $300,000 cash plus 2,000,000-share mineral rights purchase agreement with required exploration spending in 2026 and 2027.
Positive
- None.
Negative
- No revenue for the six months ended October 31, 2025, and a $97,714 net loss increased the accumulated deficit to $218,738 and left a stockholders’ deficit of $44,012.
- Management states there is substantial doubt about the company’s ability to continue as a going concern, while also committing to $300,000 cash, 2,000,000 shares, and mandated exploration spending for a mineral rights acquisition.
- Governance changes include authorization of 500,000,000 common shares, elimination of preemptive and cumulative voting rights, and issuance of a super-voting Series X Preferred share to the controlling shareholder, concentrating control.
Insights
Mag Magna shows no revenue, deeper losses, and a risky strategic pivot.
Mag Magna Corp. reported
Management discloses that recurring losses, an accumulated deficit of
Subsequent to the quarter, the company underwent another change in control, authorized up to
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from __________ to __________
Commission File Number
(Exact name of registrant as specified in its charter)
| 2810 | ||||
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
(Primary Standard Industrial Classification Code Number) |
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Office)
| Securities registered under Section 12(b) of the Exchange Act: | ||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| N/A | N/A | N/A | ||
| Securities registered under Section 12(g) of the Exchange Act: | ||||
| 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.
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
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 | ☐ |
| ☒ | 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 7(a)(2)(B) of the Securities Act.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
State the number of shares outstanding of
each of the issuer's classes of common equity, as of the latest practicable date:
TABLE OF CONTENTS
| Page | ||
| PART I | FINANCIAL INFORMATION: | |
| Item 1. | Condensed Financial Statements (Unaudited) | 3 |
| Condensed Balance Sheets as of October 31, 2025 (Unaudited) and April 30, 2024 | 4 | |
| Condensed Statements of Operations for the three and six months ended October 31, 2025 and 2024 (Unaudited) | 5 | |
| Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Six Months ended October 31, 2025 and 2024 (Unaudited) | 6 | |
| Condensed Statements of Cash Flows for the Six Months Ended October 31, 2025 and 2024 (Unaudited) | 7 | |
| Notes to the Condensed Financial Statements | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 16 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 18 |
| Item 4. | Controls and Procedures | 18 |
| PART II | OTHER INFORMATION: | |
| Item 1. | Legal Proceedings | 19 |
| Item 1A. | Risk Factors | 19 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 19 |
| Item 3. | Defaults Upon Senior Securities | 19 |
| Item 4. | Mine Safety Disclosures | 19 |
| Item 5. | Other Information | 19 |
| Item 6. | Exhibits | 20 |
| Signatures | 21 |
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Condensed Financial Statements.
The accompanying interim condensed financial statements of Mag Magna Corp. (the “Company,” “we,” “us,” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.
In the opinion of management, the condensed financial statements contain all material adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
| 3 |
MAG MAGNA CORP
Condensed Balance Sheets
As of October 31, 2025 and April 30, 2025
As of October 31, 2025 (Unaudited) | As of April 30, 2025 (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Prepaid Expense | $ | $ | ||||||
| Total Current Assets | ||||||||
| Other Assets | ||||||||
| Intangible Assets, net | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | $ | ||||||
| Deferred Income | ||||||||
| Loan Payable – Related Party | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Common stock, $ | ||||||||
| Additional Paid-in Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of the condensed financial statements.
| 4 |
MAG MAGNA CORP
Condensed Statements of Operations
For the three and six months ended October 31, 2025 and 2024
(Unaudited)
Three months ended October 31, 2025 | Three months ended October 31, 2024 | Six months ended October 31, 2025 | Six months ended October 31, 2024 | |||||||||||||
| Revenues: | ||||||||||||||||
| Consulting services | $ | $ | $ | $ | ||||||||||||
| API Requests | ||||||||||||||||
| TOTAL REVENUE | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| TOTAL OPERATING EXPENSES | ||||||||||||||||
| INCOME (LOSS) FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||
| Interest income | ||||||||||||||||
| TOTAL OTHER INCOME (EXPENSE) | ||||||||||||||||
| NET INCOME (LOSS) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| NET INCOME (LOSS) PER SHARE | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | ||||||||||||||||
The accompanying notes are an integral part of the condensed financial statements.
| 5 |
MAG MAGNA CORP
Condensed Statements of Changes in Stockholders’ Equity (Deficit)
For the six months ended October 31, 2025 and 2024
(Unaudited)
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity (Deficit) | ||||||||||||||||
| Balance at April 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | |||||||||||||
| Balance at October 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance at April 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Related-party loan forgiveness | – | – | – | |||||||||||||||||
| Net loss | – | – | – | ( | ) | ( | ) | |||||||||||||
| Balance at October 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of the condensed financial statements.
| 6 |
MAG MAGNA CORP
Condensed Statements of Cash Flows
For the six months ended October 31, 2025 and 2024
(Unaudited)
Six months ended October 31, 2025 | Six months ended October 31, 2024 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net income | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expense | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Deferred Income | ( | ) | ||||||
| NET CASH USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| INVESTING ACTIVITIES: | ||||||||
| Intangible Assets | ||||||||
| NET CASH USED IN INVESTING ACTIVITIES | ||||||||
| FINANCING ACTIVITIES: | ||||||||
| Proceeds from borrowings – related party | ||||||||
| Repayments to related party | ( | ) | ||||||
| Additional Paid in Capital | ( | ) | ||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| Net increase (decrease) in cash | ||||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash payments for: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Reclassification of Prepaid Expense to Intangible Assets | $ | $ | ||||||
The accompanying notes are an integral part of the condensed financial statements.
| 7 |
MAG MAGNA CORP
Notes to the Condensed Financial Statements
October 31, 2025 and 2024
(Unaudited)
1. THE COMPANY AND BASIS OF PRESENTATION
Mag Magna Corp (“the Company”) was incorporated under the laws of the State of Wyoming on September 20, 2021 (Incorporation). Until January 2026, the Company's primary focus lies in assisting and consulting businesses engaged in poultry farming.
Effective December 24, 2025, there occurred a
change in control of the Company. On such date, Harpreet Sangha acquired
In January 2026, the Board of Directors determined to change the Company’s plan of business to consulting within the poultry farming industry to acquiring real property rights for the mining and sale of rare earth minerals. To such end, in January 2026, the Company entered into a purchase agreement relating to certain mineral rights in and to 21 parcels of real property located in Hardin County, Illinois, and three unpatented lode mining claims located in Mohave County, Arizona.
The Company has elected April 30th as its fiscal year-end.
2. GOING CONCERN
Our financial statements have been prepared
on a going concern basis, which assumes that we will be able to realize our assets and discharge our liabilities and commitments in
the normal course of business for the foreseeable future. We have an accumulated deficit of $
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company uses the accrual basis of accounting and accounting principles. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
The results for the three months ended October 31, 2025, are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2025, filed with the Securities and Exchange Commission.
| 8 |
Revenue
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract with the customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4. Allocate the transaction price. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
The revenue for our Poultry Farming Consultancy and API requests is acknowledged at a specific moment when the consulting services are completed and delivered in accordance with contractual terms. The company assumes no responsibility for any inability to fulfill obligations arising from circumstances beyond reasonable control. We may request deposits from clients before delivering services upon order placement. If deposits are obtained before providing services, the company acknowledges deferred revenue until the service delivery is completed. Payment is typically received prior to the service delivery. During the three months ended October 31, 2025, we have generated revenue from the sale of Poultry Farming Consultancy in the amount of $NIL and revenue from the sale of API requests in the amount of $NIL. The deferred income was $NIL as of October 31, 2025.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
Receivables
Receivables are carried at net realizable value,
representing the outstanding balance less an allowance for doubtful accounts based on a review of all outstanding amounts. Management
determines the allowance for doubtful accounts by regularly evaluating individual receivables, and receivables are written off when deemed
uncollectible. Recoveries of receivables previously written off are recorded when received. We had an allowance for doubtful accounts
of $
Foreign Currency
The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies, and management has adopted ASC 830, “Foreign Currency Translation Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency-denominated transactions or balances are included in the statement.
Intangible Asset
The Company accounts for its intangible assets in accordance with ASC Subtopic 350-40, “Internal-Use Software-Computer Software Developed or Obtained for Internal Use”, and ASC Subtopic 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. ASC Subtopic 350-40 requires assets to be recorded at the cost to develop the asset and requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.
| 9 |
Intangible assets were made up of the following at each balance sheet date:
| Schedule of intangible assets | ||||||||||
| Estimated Useful Life (years) | October 31, 2025 | April 30, 2025 | ||||||||
| API | ||||||||||
| Website | $ | $ | ||||||||
| Software | ||||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||||
| Net book value | $ | $ | ||||||||
During the three months ended October 31, 2025
and April 30, 2024, we recognized $
The Company expects to recognize amortization expense for the capitalized website development and software costs of future years as follows:
| Schedule of amortization expense | |
| For the fiscal year ending: | Amortization Expense |
| April 30, 2026 | $ |
| April 30, 2027 | $ |
| April 30, 2028 | $ |
| April 30, 2029 | $ |
| April 30, 2030 | $ |
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Cash and Cash Equivalents
The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents.
Fair Value of Financial Instruments
ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
| 10 |
Financial instruments consist of the Company’s current assets, accounts payable and amounts due to a related party. The recorded values of all financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
Basic and Diluted Loss Per Share
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires the presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.
Income Taxes
The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.
Recent Accounting Pronouncements
The Company reviews new accounting standards as issued. Management has not identified any new standards that it believes will have a significant impact on the Company’s financial statements.
4. RELATED PARTY TRANSACTIONS
There have been no related party transactions
for the three months ending October 31, 2025. During the three months ended July 31, 2025, the former CEO and Director of the Company,
Oleg Bilinski, advanced $
During the three months ended July 31, 2025, a
shareholder advanced $
5. STOCKHOLDERS’ EQUITY
Upon formation, the total number of shares of
all classes of stock which the Company is authorized to issue is Seventy-Five Million (
During the three months ended July 31, 2025, the
former CEO and Director of the Company, Oleg Bilinski, forgave $
There were
6. COMMITMENTS AND CONTINGENCIES
During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with Financial Accounting Standards Board (“FASB”) ASC 450-20-50, “Contingencies”. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of October 31, 2025, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.
| 11 |
7. CHANGE IN CONTROL
On June 4, 2025, there occurred a change in control
of the Company. On such date, pursuant to a stock purchase agreement (the “Change-in-Control Agreement”), Wang Gang acquired
8. SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to October 31, 2025, and has determined that it does not have any material subsequent events to disclose in these financial statements other than the event listed below.
Change in Control
Effective December 24, 2025, there occurred a change in control of the Company. On such date, pursuant to a stock purchase agreement (the “Change-in-Control Agreement”), Harpreet Sangha acquired 4,500,000 shares of the Company’s common stock (the “Control Shares”) from Wang Gang, the Company’s former control person. The Control Shares represent approximately 77.20% of the outstanding shares of the Company’s common stock and constitute voting control of the Company. The total consideration paid by Mr. Sangha for the Control Shares was $415,000.00, paid $240,000 by delivery of cash at the closing and $175,000.00 by delivery of a secured promissory note at the closing, with such note due and payable on or before the sixtieth day immediately following the closing date and secured by a pledge of the Control Shares in favor of Mr. Wang.
In conjunction with the Change-in-Control Agreement, on December 24, 2025, Wang Gang resigned as President, Chief Executive Officer, Treasurer, Secretary and Director of the Company and Harpreet Sangha was appointed as the Sole Director, President, Chief Executive Officer, Treasurer and Secretary of the Company.
Amended and Restated Articles of Incorporation
On January 13, 2026, the Company filed with the State of Wyoming an Articles of Amendment to its Articles of Incorporation in the form an Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”). The following provisions were included in the Amended and Restated Articles:
| 1. | Capital Stock. 500,000,000 shares of $.0001 par value common stock are now authorized; 1,000,000 shares of $.0001 par value preferred stock are now authorized. Notwithstanding the designation of the class of Series X Preferred Stock designated in the Amended and Restated Articles (see Item __ below), the designations, preferences, limitations, restrictions, and relative rights of any additional classes of preferred stock, and variations in the relative rights and preferences as between different series, shall be established by the Company’s Board of Directors. |
| 2. | Cumulative Voting. Cumulative voting for the election of directors shall not be permitted. |
| 12 |
| 3. | Preemptive Rights. No holder of any stock of the Company shall be entitled, as a matter of right, to purchase, subscribe for or otherwise acquire any new or additional shares of stock of the Company of any class, or any options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares, or any shares, bonds, notes, debentures or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares unless specifically authorized by the Board of Directors of the Company. |
| 4. | Shareholder Voting on Corporate Actions. Notwithstanding the requirements of Wyoming law, the affirmative vote or concurrence of the holders of a majority of the outstanding shares of the Company entitled to vote thereon are required to make effective all transactions that require shareholder approval under applicable law. |
| 5. | Indemnification of Directors, Officers, Employees, Fiduciaries and Agents. |
| A. | Liability for Monetary Damages. The liability of the directors of the Company for monetary damages shall be eliminated to the fullest extent permissible under Wyoming law provided, however, that (1) the liability of directors is not limited or eliminated (a) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (b) for acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (c) for any transaction from which a director derived an improper personal benefit, (d) for acts or omissions that show a reckless disregard for the director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or its shareholders, (e) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, (2) the liability of directors is not limited or eliminated for any act or omission occurring prior to the date when these Articles of Incorporation becomes effective, or (f) any of the acts set forth in Section 17-16-202 of the Wyoming Business Corporations Act and (3) the liability of officers is not limited or eliminated for any act or omission as an officer, notwithstanding that the officer is also a director or that his or her actions, if negligent or improper, have been ratified by the directors. |
The Company shall indemnify, to the fullest extent permitted by applicable law, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys’ fees) incurred by reason of the fact that he is or was a director or officer of the Company or, while serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Company also shall indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person’s estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.
| B. | Expenses. The Company shall advance expenses in advance of the final disposition of the case to or for the benefit of a director, officer, employee, fiduciary, or agent, who is party to a proceeding such as described in the preceding paragraph A to the maximum extent permitted by applicable law. | |
| C. | Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director or officer of the Company or other person entitled to indemnification existing at the time of such repeal or modification. |
| 13 |
| 6. | Limitations of Liability. |
| A. | Limitation of Liability. Notwithstanding Wyoming law, specifically Section 17-16-202 of the Wyoming Business Corporations Act, or the provisions of these Articles of Incorporation, a director of the Company shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or to its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director derived an improper personal benefit. If the Wyoming Business Corporations Act is amended after this Article is adopted to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Wyoming Business Corporations Act, as so amended. | |
| B. | Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director of the Company existing at the time of such repeal or modification. |
| 7. | Designation of Series X Preferred Stock. One (1) share of the Company’s authorized shares of Preferred Stock, $0.0001 par value per share, is hereby designated as “Series X Preferred Stock” and having the characteristics set forth below. |
| A. | Fractional Shares. The Series X Preferred Stock may not be issued in fractional shares. | |
| B. | Voting. The share of Series X Preferred Stock shall have rights in all matters requiring stockholder approval to a number of votes equal to two (2) times the sum of: |
| (1) | The total number of shares of Common Stock which are issued and outstanding at the time of any election or vote by the stockholders; plus | |
| (2) | The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights. |
| C. | Conversion. The Series X Preferred Stock shall possess no rights of conversion. | |
| D. | Liquidation Rights. The Series X Preferred Stock shall possess no liquidation rights. | |
| E. | Dividends. The Series X Preferred Stock shall possess no dividend rights. | |
| F. | Protection Provisions. The Company shall not, without first obtaining the consent of the holder of the share of Series X Preferred Stock, alter or change the rights, preferences or privileges of the Series X Preferred Stock so as to affect adversely the holder of the share of Series X Preferred Stock. | |
| G. | Waiver. Any of the rights, powers or preferences of the Series X Preferred Stock may be waived by the affirmative consent of the holder of the share of Series X Preferred Stock. | |
| H. | No Other Rights or Privileges. Except as specifically set forth herein, the holder of the share of Series X Preferred Stock shall have no other rights, privileges or preferences with respect to the Series X Preferred Stock. |
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| 8. | Conflicting Interest Transactions. No contract or other transaction between the Company and one (1) or more of its directors or any other corporation, firm, association, or entity in which one (1) or more of its directors are directors or officers or are financially interested shall be either void or voided solely because of such relationship or interest, or solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because their votes are counted for such purpose if: |
| A. | The fact of such a relationship or interest is disclosed or known to the Board of Directors or committee that authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; | |
| B. | The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or | |
| C. | The contract or transaction is fair and reasonable to the Company. Common or interested directors may be counted in determining the presence of a quorum, as herein previously defined, at a meeting of the Board of Directors or a committee thereof that authorizes, approves, or ratifies such contract or transaction. |
Issuance of Preferred Stock
In January 2026, the Company issued one (1) share of its Series X Preferred Stock (the “Series X Share”) to Harpreet Sangha, its sole officer and director and holder of the majority voting power. While Mr. Sangha held the majority voting power of the Company prior to such issuance, the Board of Directors of the Company deemed it to be in the best interests of the Company and its shareholders to assure stability and continuity during the Company’s initial stages of development to issue the Series X Share to Mr. Sangha.
Property Acquisition Agreement
In January 2026, the Company entered into a purchase agreement (the “Purchase Agreement”) relating to certain mineral rights in and to 21 parcels of real property located in Hardin County, Illinois, and three unpatented lode mining claims located in Mohave County, Arizona (collectively, the “Properties”). The purchase price for the Properties is $300,000 in cash and 2,000,000 shares of common stock of the Company, to be issued within six months of the closing date at a deemed price of $5.00 per share. The cash portion of the Purchase Price is payable, as follows: (a) $25,000 within 30 days of closing; $25,000 within 90 days of closing; $25,000 within 120 days of closing; $125,000 on the first anniversary of closing date; and $100,000 on the second anniversary of closing date. In addition, under the Purchase Agreement, the seller of the Properties retains a 2% net smelter return royalty on any commodities produced from the Properties or from the Area of Interest (defined as the area contained by the outer boundaries of the Properties) by the Company or an affiliate of the Company.
Under the Purchase Agreement, the Company is required to actively explore the Properties with a view to determining their mineral potential and the prospects for their development and future production. Minimum work requirements of the Company are $100,000 and $200,000 for 2026 and 2027, respectively.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
Statements made in this Form 10-Q 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 April occurs 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.
Cautionary Statement
The following discussion and analysis should be read in conjunction with our unaudited financial statements and related notes appearing elsewhere herein.
Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described under Forward-Looking Statements. We assume no obligation to update any of the forward-looking statements included herein.
Background
The Company was incorporated under the laws of the State of Wyoming on September 20, 2021 (Incorporation). Until January 2026, the Company's primary focus lies in assisting and consulting businesses engaged in poultry farming.
Effective December 24, 2025, there occurred a change in control of the Company. On such date, Harpreet Sangha acquired 4,500,000 shares of the Company’s common stock from the Company’s former control person, and was appointed the Sole Officer and Director of the Company.
In January 2026, the Board of Directors determined to change the Company’s plan of business to consulting within the poultry farming industry to acquiring real property rights for the mining and sale of rare earth minerals. To such end, in January 2026, the Company entered into a purchase agreement relating to certain mineral rights in and to 21 parcels of real property located in Hardin County, Illinois, and three unpatented lode mining claims located in Mohave County, Arizona.
The discussion below relates to the Company’s operating results and financial position prior to the December 2025 change in control and January 2026 determination to change the Company’s plan of business. It is expected that future operating results of the Company will be significantly different than its historical operating results.
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RESULTS OF OPERATIONS
Three months ended October 31, 2025 compared to October 31, 2024
Revenues
During the six months ended October 31, 2025 and 2024, we have generated total revenue of $0 and $16,041, respectively. For the three months ended October 31, 2024, the revenue was received from the sale of consulting services and API requests.
The reason for the decrease in sales for the three months ended October 31, 2025 compared to the three months ended April 30, 2025 was that the company has been sold.
Operating Expenses
Total operating expenses for the three months ended October 31, 2025 were $7,288 compared to $19,321 for the three months ended October 31, 2024. Expenses in the three months ended October 31, 2025 are accumulated deficit.
Other Income (Expenses)
Total other income for the three months ended October 31, 2025 and 2024 was $Nil and $2, respectively. The other income included interest income.
Net Losses
The net loss for the three months ended October 31, 2025, was $7,288, compared to $14,026 for the three months ended October 31, 2024, due to the factors discussed above.
Liquidity and Capital Resources
As of October 31, 2025, our total assets were $113,090, which comprised of prepaid expenses of $9,345, and intangible assets of $102,745. Our total liabilities were $157,102, which comprised accounts payable of $5,668, deferred income of $NIL and a Loan Payable due to our director of $151,434.
As of April 30, 2025, our total assets were $144,297, which were comprised of prepaid expenses of $25,975 and intangible assets of $118,322. Our total liabilities at April 30, 2025, were $227,595, which were comprised of accounts payable of $396, deferred income of $5,292 and related party loans payable of $221,927.
The Company had an accumulated deficit of $218,738 as of October 31, 2025, compared to an accumulated deficit of $121,024 as of April 30, 2025, with further losses being anticipated in the development of its business for the foreseeable future.
Cash Flows
During Interim 2026, the Company used $ 151,577 of cash in operating activities due primarily to its net loss of $97,714 and change in prepaid expense and amortization expense. We had no cash flows used in or provided by investing activities during Interim 2026. Net cash flows provided by financing activities during Interim 2026 were $137,000 from net advances on related party loans.
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During Interim 2025, the Company used $562 of cash in operating activities. We had no cash flows used in or provided by investing activities during Interim 2025. Net cash flows provided by financing activities for Interim 2025 were $562.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support, and credit risk support, or other benefits.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable to smaller reporting companies.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An assessment was conducted with the participation of our principal executive and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2025. Based on that evaluation, our management 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.
Changes in Internal Controls Over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the three months ended October 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
Item 1A. Risk Factors.
Not applicable to smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not Applicable.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
Securities Trading Plans of Directors and Executive Officers
The Company’s sole director
and officer has not
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Item 6. Exhibits.
| Exhibit No. | Description | |
| 31.1* | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
| 32.1* | Certifications 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. | |
| 101.INS** | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH** | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB** | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104** | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
_____________
| * | Filed herewith. |
| ** | Furnished and not filed. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MAG MAGNA CORP. | ||
| Date: January 27, 2026 | By: | /s/ Harpreet Sangha |
| Harpreet Sangha, Chief Executive Officer/Director | ||
| (Principle Executive Officer), Chief Financial Officer/Chief Accounting Officer/Director (Principle Financial Officer) | ||
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FAQ
What business is Mag Magna Corp. (MGNC) focusing on after this 10-Q?
The company’s board decided in January 2026 to shift its business plan from poultry-farming consulting to acquiring real property rights for the mining and sale of rare earth minerals, supported by a mineral rights purchase agreement in Illinois and Arizona.
How did Mag Magna Corp. (MGNC) perform financially for the quarter ended October 31, 2025?
For the three months ended October 31, 2025, Mag Magna reported no revenue, operating expenses of
What is Mag Magna Corp.’s (MGNC) balance sheet position as of October 31, 2025?
As of October 31, 2025, the company had total assets of
Does Mag Magna Corp. (MGNC) have going concern risks?
Yes. Management highlights an accumulated deficit of
What major corporate changes occurred at Mag Magna Corp. (MGNC) after October 31, 2025?
After the quarter, there was a change in control to Harpreet Sangha, adoption of Amended and Restated Articles authorizing 500,000,000 common and 1,000,000 preferred shares, creation and issuance of one super-voting Series X Preferred share, and entry into a
How many Mag Magna Corp. (MGNC) shares are outstanding and what about the new preferred stock?
The company reports 5,829,047 common shares issued and outstanding as of
What obligations does Mag Magna Corp. (MGNC) have under the mineral rights purchase agreement?
The purchase price includes
