Mag Magna (MGNC) 10-Q 2025 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2024

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 333-268561

MAG MAGNA CORP

(Exact name of registrant as specified in its charter)

wyoming	98-1626237	2810
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)	(Primary Standard Industrial Classification Code Number)

Oleg Bilinski

Chief Executive Officer

325 W Washington St Ste 2877

San Diego, CA, 92103

+1620-4692043

(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.

Yes [X]       No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes [ ]       No [X]

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	[ ]
Non-accelerated Filer	[X]	Smaller reporting company	[X]
		Emerging growth company	[X]

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 [X]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 5,829,047 common shares issued and outstanding as of December 11, 2024.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION:
Item 1.	Condensed Financial Statements (Unaudited)	4
	Condensed Balance Sheets as of October 31, 2024 (Unaudited) and April 30, 2024	5
	Condensed Statements of Operations for the three and six months ended October 31, 2024 and 2023 (Unaudited)	6
	Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and six months ended October 31, 2024 and 2023 (Unaudited)	7
	Condensed Statements of Cash Flows for the six months ended October 31, 2024 and 2023 (Unaudited)	8
	Notes to the Condensed Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
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	19
Signatures		20

3

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. 

4

MAG MAGNA CORP

Condensed Balance Sheets

As of October 31, 2024 and April 30, 2024

		As of October 31, 2024 (Unaudited)		As of April 30, 2024
ASSETS
Current Assets
Cash and Cash Equivalents	$	8,057	$	-
Accounts Receivable		6,444		-
Prepaid Expense		27,775		73,600
Total Current Assets		42,276		73,600
Other Assets
Intangible Assets, net		72,399		13,172
Total Other Assets		72,399		13,172
TOTAL ASSETS	$	114,675	$	86,772
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	$	12,099	$	12,447
Deferred Income		19,388		-
Loan Payable – Related Party		139,292		105,369
Total Current Liabilities		170,779		117,816
Total Liabilities		170,779		117,816
Stockholders’ Equity (Deficit)
Common stock, $0.001 par value, 75,000,000 shares authorized, 5,829,047 and 5,829,047 shares issued and outstanding at October 31, 2024 and April 30, 2024, respectively		5,829		5,829
Additional Paid-in Capital		31,897		31,897
Accumulated Deficit		(93,830)		(68,770)
Total Stockholders’ Equity (Deficit)		(56,104)		(31,044)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	114,675	$	86,772

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

5

MAG MAGNA CORP

Condensed Statements of Operations

For the three and six months ended October 31, 2024 and 2023

(Unaudited)

		Three months ended October 31, 2024		Three months ended October 31, 2023		Six months ended October 31, 2024		Six months ended October 31, 2023
Revenues:
Consulting services	$	9,339	$	1,400	$	13,739	$	1,400
API Requests		6,702		-		7,595		-
TOTAL REVENUE		16,041		1,400		21,334		1,400
OPERATING EXPENSES
General and administrative expenses		27,075		7,071		46,396		14,496
TOTAL OPERATING EXPENSES		27,075		7,071		46,396		14,496
INCOME (LOSS) FROM OPERATIONS		(11,034)		(5,671)		(25,062)		(13,096)
OTHER INCOME (EXPENSE)
Interest income		-		5		2		11
TOTAL OTHER INCOME (EXPENSE)		-		5		2		11
NET INCOME (LOSS)	$	(11,034)	$	(5,666)	$	(25,060)	$	(13,085)
NET INCOME (LOSS) PER SHARE	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		5,829,047		4,500,000		5,829,047		4,500,000

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

6

MAG MAGNA CORP

Condensed Statements of Changes in Stockholders’ Equity (Deficit)

For the three and six months ended October 31, 2024 and 2023

(Unaudited)

	Common Stock			Additional Paid-in		Accumulated		Total Stockholders’
	Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance at April 30, 2023	4,500,000	$	4,500	$	-	$	(17,917)	$	(13,417)
Net loss	-		-		-		(13,085)		(13,085)
Balance at October 31, 2023	4,500,000	$	4,500	$	-	$	(31,002)	$	(26,502)
Balance at April 30, 2024	5,829,047	$	5,829	$	31,897	$	(68,770)	$	(31,044)
Net loss	-		-		-		(25,060)		(25,060)
Balance at October 31, 2024	5,829,047	$	5,829	$	31,897	$	(93,830)	$	(56,104)
Balance at July 31, 2023	4,500,000	$	4,500	$	-	$	(25,336)	$	(20,836)
Net loss	-		-		-		(5,666)		(5,666)
Balance at October 31, 2023	4,500,000	$	4,500	$	-	$	(31,002)	$	(26,502)
Balance at July 31, 2024	5,829,047	$	5,829	$	31,897	$	(82,796)	$	(45,070)
Net loss	-		-		-		(11,034)		(11,034)
Balance at October 31, 2024	5,829,047	$	5,829	$	31,897	$	(93,830)	$	(56,104)

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

7

MAG MAGNA CORP

Condensed Statements of Cash Flows

For the six months ended October 31, 2024 and 2023

(Unaudited)

		Six months ended October 31, 2024		Six months ended October 31, 2023
OPERATING ACTIVITIES:
Net income (loss)	$	(25,060)	$	(13,085)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense		6,875		1,567
Changes in operating assets and liabilities:
Accounts receivable		(6,446)		-
Prepaid expense		(20,275)		9,000
Accounts payable		(348)		-
Deferred income		19,388		-
NET CASH USED IN OPERATING ACTIVITIES		(25,866)		(2,518)
INVESTING ACTIVITIES:
Intangible Assets		-		(9,000)
NET CASH USED IN INVESTING ACTIVITIES		-		(9,000)
FINANCING ACTIVITIES:
Proceeds from borrowings – related party		71,202		12,929
Repayments to related party		(37,279)		(1,411)
NET CASH PROVIDED BY FINANCING ACTIVITIES		33,923		11,518
Net increase (decrease) in cash		8,057		-
Cash at beginning of period		-		-
Cash at end of period	$	8,057	$	-
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	$	66,100	$	-

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

8

MAG MAGNA CORP

Notes to the Condensed Financial Statements

For the six months ended October 31, 2024 and 2023

(Unaudited)

1. THE COMPANY AND BASIS OF PRESENTATION

Mag Magna Corp (“the Company”) was incorporated under the laws of the State of Wyoming, U.S. on September 20, 2021 (Incorporation). The Company's primary focus lies in assisting and consulting businesses engaged in poultry farming. The corporation's purpose is to introduce and promote alternative methods of raising chickens without the use of antibiotics.

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 $93,830 at October 31, 2024, had a net loss of $25,060, and used net cash of $25,866 in operating activities for the six months ended October 31, 2024. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our management intends to finance operating costs over the next twelve months with existing cash, sales proceeds and related party loans. While we believe that we will be successful in obtaining the necessary financing and generating revenue to fund our operations, meet regulatory requirements, and achieve commercial goals, there are no assurances that such additional funding will be achieved and that we will succeed in our future operations.

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 six months ended October 31, 2024, 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, 2024, filed with the Securities and Exchange Commission.

9

MAG MAGNA CORP

Notes to the Condensed Financial Statements

For the six months ended October 31, 2024 and 2023

(Unaudited)

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 six months ended October 31, 2024, we have generated revenue from the sale of Poultry Farming Consultancy in the amount of $13,739 and revenue from the sale of API requests in the amount of $7,595. During the six months ended October 31, 2023, we have generated revenue from the sale of Poultry Farming Consultancy in the amount of $1,400. The deferred income was $19,388 and $0 as of October 31, 2024 and April 30, 2024. The services were provided by the Company’s CEO.

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 $0 as of October 31, 2024 and April 30, 2024.

Advertising

The Company recognizes advertising costs in accordance with ASC 720-35, Advertising Costs (“ASC 720-35”), which requires that all advertising costs be expensed as incurred. Advertising expense amounted to approximately $1,450 and $0 for the three and six months ended October 31, 2024 and 2023, respectively. Advertising costs, which have been paid for but that have not been received, were $15,950 and $0 as of October 31, 2024 and April 30, 2024.

10

MAG MAGNA CORP

Notes to the Condensed Financial Statements

For the six months ended October 31, 2024 and 2023

(Unaudited)

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.

Intangible assets were made up of the following at each balance sheet date:

	Estimated Useful Life (years)	October 31, 2024			April 30, 2024
Website	3	$	9,400		$	9,400
Software	5		75,100			9,000
			84,500			18,400
Accumulated amortization			(12,101	)		(5,228	)
Net book value		$	72,399		$	13,172

During the three months ended October 31, 2024 and 2023, we recognized $4,540 and $783 worth of amortization expense, respectively. During the six months ended October 31, 2024 and 2023, we recognized $6,875 and $1,567 worth of amortization expense, respectively.

The Company expects to recognize amortization expense for the capitalized website development and software costs of future years as follows:

For the fiscal year ending:	Amortization Expense
April 30, 2025 (remaining)	$9,076
April 30, 2026	$16,958
April 30, 2027	$15,020
April 30, 2028	$15,020
April 30, 2029	$14,120
April 30, 2030	$2,205

11

MAG MAGNA CORP

Notes to the Condensed Financial Statements

For the six months ended October 31, 2024 and 2023

(Unaudited)

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.

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.

12

MAG MAGNA CORP

Notes to the Condensed Financial Statements

For the six months ended October 31, 2024 and 2023

(Unaudited)

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.

Financial Statement Reclassification

Certain account balances from prior periods have been reclassified in these condensed financial statements to conform to current period classifications.

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

As of October 31, 2024, the director of the Company, Oleg Bilinski, advanced $139,292 to the Company. During the six months ended October 31, 2024, Oleg Bilinski advanced to the Company $71,202 for the Company's operating expenses and 37,279 was repaid to the Director. During the six months ended October 31, 2023, Oleg Bilinski advanced to the Company $12,929 for the Company's operating expenses and $1,411 was repaid to the Director. This loan is for up to $160,000, unsecured, interest-free, with no fixed payment term, for working capital purposes. The note is non-interest bearing and is due on demand.

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 (75,000,000) shares of Common Stock, par value of $0.001 per share.

There were 5,829,047 shares of common stock issued and outstanding as of October 31, 2024 and April 30, 2024.

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, 2024, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.

13

MAG MAGNA CORP

Notes to the Condensed Financial Statements

For the six months ended October 31, 2024 and 2023

(Unaudited)

7. SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events”, the Company has analyzed its operations subsequent to October 31, 2024, and has determined that it does not have any material subsequent events to disclose in these financial statements other than the event listed below.

Subsequent to October 31, 2024, approximately $6,470 was repaid to the Company’s CEO. These funds were repaid under the Loan Payable – Related Party – See Note 4.

14

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Mag Magna Corp is a company that was incorporated on September 20, 2021. The Company's primary focus lies in assisting and consulting businesses engaged in poultry farming. The corporation's purpose is to introduce and promote alternative methods of raising chickens without the use of antibiotics. The Company has developed formulas for feed additives using natural ingredients and advanced technologies. The Company aims to share its expertise with other firms by promoting alternative approaches to chicken farming that prioritize sustainability.

The Company provides consulting expertise in the following areas:

• Poultry farming optimization, including data analysis, planning, and environmental impact.
• Optimization of bird feeding processes.
• Transitioning to antibiotic-free practices.
• IT product integration, covering software, strategic decision consulting, software acquisitions, and integration.
• Disease prevention and management.
• Egg production and quality improvement.
• Implementing sustainable practices in poultry farming, such as waste management, renewable energy integration, and resource sustainability.
• Poultry genetics and breeding strategies.
• Financial management of poultry farming, including budgeting, financial analysis, insurance, and risk management.

To access our consultancy services, users are required to purchase a subscription plan based on the topics selected via our website (https://magmagna.com/). Available consultancy sets include single-topic consultations and packages of 3, 5, or 7 topics. Subscriptions must comply with our Terms of Service, and refunds are not provided.

Mag Magna Corp has partnered with Ipax LLC (“Ipax”), a Wyoming company. Under a Patent License and Assignment Agreement signed on November 15, 2022, Ipax provided the company with the formula and advisory services.

On October 23, 2023, the Company received the notice of effectiveness from the Securities Exchange Commission. This event is expected to have a positive impact on the Company's financial condition and results of operations.

On February 27, 2024, the Company entered into Application Programming Interface (API) Development Agreement to develop the Poultry Wellness Guide API to facilitate the management and monitoring of poultry health and well-being. Since June 2024, Mag Magna Corp has introduced the Poultry Wellness Guide API on website and began selling Subscription Plans for API services. The Poultry Wellness Guide API is an AI-powered tool designed to assist in diagnosing and managing chicken diseases based on breed and symptoms, offering expert recommendations for prevention and treatment. The service covers a variety of 12 common chicken breeds. It provides users with instant access to a comprehensive database that includes detailed information on symptoms, potential causes, and effective management strategies for each breed-specific condition. To access Poultry Wellness Guide API, a subscription purchase is required. The appropriate Subscription Plan for API service determined based on the amount of requests per month. Subscription plans are detailed and available for review on our website (https://magmagna.com/). On our website, users can try the Free Trial version (3 requests per day). Subscriptions must comply with our Terms of Service, and refunds are not provided.

15

Employees

Apart from our President, Oleg Bilinski, there are no employees at Mag Magna Corp. Mr. Bilinski is entitled to manage all the processes related to the operations of the Company.

Offices

Our business office is located at 325 W Washington St Ste 2877 San Diego, CA 92103. There is no formal rent agreement. Our telephone number is +16204692043.

RESULTS OF OPERATIONS

Three months ended October 31, 2024 compared to October 31, 2023

Revenues

During the three months ended October 31, 2024 and 2023, we have generated total revenue of $16,041 and $1,400, respectively. For the three months ended October 31, 2024, the revenue was received from the sale of consulting services and API requests. For the three months ended October 31, 2023, the revenue was received from the sale of consulting services.

The reason for the increase in sales for the three months ended October 31, 2024 compared to the three months ended October 31, 2023 was that the Company began selling its services in October 2023.

Operating Expenses

Total operating expenses for the three months ended October 31, 2024 were $27,075 compared to $7,071 for the three months ended October 31, 2023. Expenses increased in the three months ended October 31, 2024 primarily due to the professional fees, server expense and website development expense. Professional fees primarily increased due to legal and audit fees. Server expense increased due to the fact that the server was rented in February 2024.

Other Income (Expenses)

Total other income for the three months ended October 31, 2024 and 2023 was $0 and $5, respectively. The other income included interest income.

Net Losses

The net loss for the three months ended October 31, 2024, was $11,034, compared to $5,666 for the three months ended October 31, 2023, due to the factors discussed above.

16

Six months ended October 31, 2024 compared to October 31, 2023

Revenues

During the six months ended October 31, 2024 and 2023, we have generated total revenue of $21,334 and $1,400, respectively. For the six months ended October 31, 2024, the revenue was received from the sale of consulting services and API requests. For the six months ended October 31, 2023, the revenue was received from the sale of consulting services.

The reason for the increase in sales for the six months ended October 31, 2024 compared to the six months ended October 31, 2023 was that the Company began selling its services in October 2023.

Operating Expenses

Total operating expenses for the six months ended October 31, 2024 were $46,396 compared to $14,496 for the six months ended October 31, 2023. Expenses increased in the six months ended October 31, 2024 primarily due to the professional fees, server expense and website development expense. Professional fees primarily increased due to legal and audit fees. Server expense increased due to the fact that the server was rented in February 2024.

Other Income (Expenses)

Total other income for the six months ended October 31, 2024 and 2023 was $2 and $11, respectively. The other income included interest income.

Net Losses

The net loss for the six months ended October 31, 2024, was $25,060, compared to $13,085 for the six months ended October 31, 2023, due to the factors discussed above.

Liquidity and Capital Resources

As of October 31, 2024, our total assets were $114,675, which comprised of cash and cash equivalents of $8,057, accounts receivable of $6,444, prepaid expenses of $27,775, and intangible assets of $72,399. Our total liabilities were $170,779, which comprised accounts payable of $12,099, deferred income of $19,388 and a Loan Payable due to our director of $139,292.

As of April 30, 2024, our total assets were $86,772, which comprised of prepaid expenses of $73,600, and intangible assets of $13,172. Our total liabilities were $117,816, which comprised accounts payable of $12,447 and a Loan Payable due to our director of $105,369.

Stockholders’ deficit has increased from $31,044 as of April 30, 2024 to $56,104 as of October 31, 2024.

The Company has accumulated a deficit of $93,830 as of October 31, 2024, compared to $68,770 as of April 30, 2024, and further losses are anticipated in the development of its business.

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During the six months ended October 31, 2024, the Company used $25,866 of cash in operating activities due to its net loss of $25,060, amortization expense of $6,875, increase in accounts receivable of $6,446, increase in prepaid expenses of $20,275, decrease in accounts payable of $348 and increase in deferred income of $19,388.

We had no cash flows used in or provided by investing activities for the six months ended October 31, 2024.

Net cash flows provided by financing activities for the six months ended October 31, 2024, were $33,923 due to net proceeds from the related party loan.

During the six months ended October 31, 2023, the Company used $2,518 of cash in operating activities due to its net loss of $13,085, amortization expense of $1,567 and decrease in prepaid expenses of $9,000.

During the six months ended October 31, 2023, the Company used $9,000 of cash in investing activities to acquire intangible assets.

Net cash flows provided by financing activities for the six months ended October 31, 2023, were $11,518 due to net proceeds from the related party loan.

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, 2024. 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.

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Changes in Internal Controls over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the six months ended October 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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.

There is no other information required to be disclosed under this item that has not previously been reported.

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.

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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: December 11, 2024	By:	s/ Oleg Bilinski
		Oleg Bilinski, Chief Executive Officer/Director
		(Principle Executive Officer)
		s/ Oleg Bilinski
		Oleg Bilinski, Chief Financial Officer/Chief Accounting Officer/Director (Principle Financial Officer)

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