{"url_path":"/sec/avai/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 Financial Statements and Supplementary","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1740797/0001740797-26-000017-index.html","accession_number":"0001740797-26-000017","cik":"0001740797","ticker":"AVAI","issuer_name":"AVAI BIO, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1740797/0001740797-26-000017-index.html","primary_entity_key":"0001740797","primary_entity_name":"AVAI BIO, INC."},"word_count":12152,"has_tables":true,"body_markdown":"**Item 8. Financial Statements and Supplementary\nData.   **\n\n** **\n\n**AVAI BIO, INC.**\n\n(formerly Avant Technologies Inc.)\n\n**Index to Consolidated Financial Statements**\n\n \n\n \n \n**Page**\n\nReport of Independent Registered Public Accounting Firm (ID: 6235)\n \n26-27\n\n \n \n \n\nConsolidated Balance Sheets as of March 31, 2026 and 2025\n \n28\n\n \n \n \n\nConsolidated Statements of Operations for the years ended March 31, 2026 and 2025\n \n29\n\n \n \n \n\nConsolidated Statements of Stockholders’ Deficit for the years ended March 31, 2026 and 2025\n \n30\n\n \n \n \n\nConsolidated Statements of Cash Flows for the years ended March 31, 2026 and 2025\n \n31\n\n \n \n \n\nNotes to Consolidated Financial Statements\n \n32\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n25\n\n \n\n \n\n \n\n \n\n \n\n \n\n**Report\nof Independent Registered Public Accounting Firm **\n\n \n\n****\n\n**To the Shareholders and the Board of Directors**\n\n**AVAI\nBIO INC.**\n\n** **\n\n**Opinion\non the Financial Statements**\n\nWe\nhave audited the accompanying consolidated balance sheets of Avai Bio Inc. (the “Company”) as of March 31, 2026, and 2025,\nand the related consolidated statements of operations, changes in stockholders’ equity (deficit), for each of the two years for\nthe period ended March 31, 2026, and 2025, and cash flows for the years ended March 31, 2026, and 2025, and the related notes and schedules\n(collectively referred to as the “Consolidated Financial Statements”). In our opinion, the Consolidated financial statements\npresent fairly, in all material respects, the consolidated financial position of the Company as of March 31, 2026, and 2025 and the results\nof its consolidated operations and its cash flows for the years ended March 31, 2026, and 2025, in conformity with the accounting principles\ngenerally accepted in the United States of America.\n\n**Going\nConcern Uncertainty**\n\n** **\n\nThe\naccompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates\nthe realization of assets and liquidation of liabilities in the normal course of business. As discussed in Note 2 to the consolidated\nfinancial statements, the Company has not yet generated any revenues, has suffered operating losses in fiscal year 2026. The Company\nhas an accumulated deficit of $ 5,868,019 and a Net Loss amounting to $1,749,509 for the year ended March 31, 2026. These factors as\ndiscussed in Note 2 of the consolidated financial statements raise substantial doubt about the Company's ability to continue as a going\nconcern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include\nany adjustments that might result from the outcome of these uncertainties\n\n \n\n**Basis\nof Opinion**\n\nThese\nconsolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on\nthe Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting\nOversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with\nthe U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain\nreasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nThe Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part\nof our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing\nan opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\n \n\n \n\n26\n\n \n\n \n\nOur\naudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error\nor fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used\nand significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.\nWe believe that our audits provide a reasonable basis for our opinion.\n\n \n\n**Critical\nAudits Matters**\n\n** **\n\n**Related party\nloans**\n\n** **\n\nWe noted the significant\nrelated party loans as a critical matter.\n\n \n\nWe\nperformed the following procedures to address the matter such as, confirmation of those related party loans, risk assessment of the nature\nof the related party transactions, review of the recent minutes of meetings of stockholders, directors, and committees, review of the\npresence of any significant journal entries and other adjustments and Inquiry with management of any undisclosed related party contract.\n\n \n\nDylan Floyd Accounting & Consulting\n\nWe\nhave served as the Company's auditor since 2025.\n\nNewhall,\nCalifornia\n\nJuly\n13, 2026\n\n \n\n \n\n \n\n \n\n \n\n27\n\n \n\n \n\n**AVAI BIO, INC.**\n\n(formerly Avant Technologies Inc.)\n\n**Consolidated Balance Sheets**\n\n** **\n\n \n\n**March 31,**\n\n**2026**\n\n \n\n**March 31,**\n\n**2025**\n\n**ASSETS**\n \n \n \n \n \n\nCurrent Assets\n \n \n \n \n \n\nCash and Cash Equivalents\n$\n23,145\n \n$\n81,053\n\nLoan Receivable\n \n60,095\n \n \n-\n\nPrepaid Expenses\n \n6,100\n \n \n12,080\n\n**Total Current Assets**\n \n89,340\n \n \n93,133\n\n \n \n \n \n \n \n\nOther Assets\n \n \n \n \n \n\nIntangible Assets, Net (Note 6)\n \n105,542\n \n \n131,612\n\nDue from Subsidiaries\n \n377,814\n \n \n-\n\n**Total Other Assets**\n \n483,356\n \n \n131,612\n\n \n \n \n \n \n \n\n**TOTAL ASSETS**\n**$**\n**572,696**\n \n**$**\n**224,745**\n\n \n \n \n \n \n \n\n**LIABILITIES AND STOCKHOLDERS’ DEFICIT**\n \n \n \n \n \n\nLiabilities\n \n \n \n \n \n\nCurrent Liabilities\n \n \n \n \n \n\nAccounts Payable\n$\n1,592,882\n \n$\n885,267\n\nConvertible Notes Payable (Note 8)\n \n500,549\n \n \n391,275\n\nLoan Payable - Related Parties (Note 7)\n \n744,420\n \n \n512,075\n\nLoan Payable (Note 8)\n \n550,000\n \n \n-\n\n**Total Current Liabilities**\n \n3,387,851\n \n \n1,788,617\n\n**Total Liabilities**\n \n3,387,851\n \n \n1,788,617\n\n \n \n \n \n \n \n\nStockholders’ Deficit\n \n \n \n \n \n\nPreferred stock, $0.001 par value, 20,000,000 shares authorized;\n\n11,300,000 and 11,300,000 common shares issued and outstanding\nrespectively (Note 9)\n\n \n11,300\n \n \n11,300\n\nPreferred stock Series A, $0.001 par value, 5,000 shares authorized;\n\n3,050 and 3,050 shares issued and outstanding, respectively (Note\n9)\n\n \n15,250\n \n \n15,250\n\nCommon stock, $0.001 par value, 500,000,000 shares authorized;\n\n153,211,252 and 137,363,513 common shares issued and outstanding\nrespectively\n\n(Note 9)\n\n \n153,212\n \n \n137,364\n\nAdditional Paid in Capital\n \n2,873,102\n \n \n2,390,724\n\nAccumulated Deficit\n \n(5,868,019)\n \n \n(4,118,510)\n\n**Total Stockholders’ Deficit**\n \n(2,815,155)\n \n \n(1,563,872)\n\n \n \n \n \n \n \n\n**TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT**\n**$**\n**572,696**\n \n**$**\n**224,745**\n\n \n \n \n \n \n \n\n**  **\n\n** **\n\n \n\nThe accompanying notes are an integral part of these\nconsolidated financial statements.\n\n \n\n \n\n \n\n28\n\n \n\n \n\n**AVAI BIO, INC.**\n\n(formerly Avant Technologies Inc.)\n\n**Consolidated Statements of Operations**\n\nFor the years ended March 31, 2026 and 2025\n\n** **\n\n \n \n\n****\n\n** **\n\n**Year ended March 31, 2026**\n\n \n\n****\n\n**Year ended March 31, 2025**\n\n \n \n \n \n \n\n**REVENUE**\n \n$\n-\n \n$\n-\n\n \n \n \n \n \n \n \n\n**OPERATING EXPENSES**\n \n \n \n \n \n \n\nAmortization Expense\n \n \n26,070\n \n \n74,320\n\nConsulting Services\n \n \n258,410\n \n \n517,739\n\nGeneral and Administrative Expenses\n \n \n792,265\n \n \n762,478\n\nMarketing Expenses\n \n \n290,551\n \n \n85,164\n\nProfessional Fees\n \n \n97,895\n \n \n77,399\n\nRent Expenses\n \n \n-\n \n \n857\n\nResearch and Development Expenses\n \n \n15,000\n \n \n-\n\nWebsite Expenses\n \n \n-\n \n \n14,835\n\n**TOTAL OPERATING EXPENSES**\n \n \n**1,480,191**\n \n \n**1,532,792**\n\n \n \n \n \n \n \n \n\n**OTHER INCOME (EXPENSES)**\n \n \n \n \n \n \n\nDebt Forgiveness\n \n \n-\n \n \n450,000\n\nDiscount on Convertible Note\n \n \n(104,400)\n \n \n(47,775)\n\nInterest on Convertible Note\n \n \n(140,000)\n \n \n(11,548)\n\nInterest on Loan from Related Parties\n \n \n(24,918)\n \n \n-\n\n \n \n \n \n \n \n \n\n**NET INCOME (LOSS) FROM OPERATIONS**\n \n**$**\n**(1,749,509)**\n \n**$**\n**(1,142,115)**\n\n \n \n \n \n \n \n \n\nPROVISION FOR INCOME TAXES\n \n \n-\n \n \n-\n\n \n \n \n \n \n \n \n\n**NET INCOME (LOSS)**\n \n**$**\n**(1,749,509)**\n \n**$**\n**(1,142,115)**\n\n \n \n \n \n \n \n \n\n**COMPREHENSIVE INCOME (LOSS)**\n \n**$**\n**(1,749,509)**\n \n**$**\n**(1,142,115)**\n\n \n \n \n \n \n \n \n\n**NET LOSS PER SHARE: BASIC AND DILUTED**\n \n**$**\n**(0.01)**\n \n**$**\n**(0.01)**\n\n \n \n \n \n \n \n \n\n**WEIGHTED AVERAGE NUMBER OF SHARES**\n\n**OUTSTANDING: BASIC AND DILUTED**\n\n \n \n**137,974,247**\n \n \n**128,148,099**\n\n** **\n\n** **\n\n** **\n\n** **\n\nThe accompanying notes are an integral part of these\nconsolidated financial statements.\n\n \n\n \n\n29\n\n \n\n \n\n**AVAI BIO, INC.**\n\n(formerly Avant Technologies Inc.)\n\n**Consolidated Statements of Stockholders’ Deficit**\n\nFor the years ended March 31, 2026 and 2025\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n**Preferred Stock**\n \n \n**Total**\n\n \n**Common Stock**\n**Preferred Stock**\n**Series A**\n**Additional Paid-in**\n**Accumulated**\n**Stockholders’**\n\n \n**Shares**\n**Amount**\n**Shares**\n**Amount**\n**Shares**\n**Amount**\n**Capital**\n**Deficit**\n**Deficit**\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n**Balance, March 31, 2024**\n**117,167,906**\n**$**\n**117,168**\n**10,000,000**\n**$**\n**10,000**\n**3,050**\n**$**\n**15,250**\n**$**\n**1,367,411**\n**$**\n**(2,976,395)**\n**$**\n**(1,466,566)**\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nCancellation of Common Shares\n(150,000)\n \n(150)\n-\n \n-\n-\n \n-\n \n(89,100)\n \n-\n \n(89,250)\n\nConversion of Accounts Payable into Common Shares\n21,645,607\n \n21,646\n-\n \n-\n-\n \n-\n \n1,112,413\n \n-\n \n1,134,059\n\nConversion of Common Shares into Preferred Shares\n(1,300,000)\n \n(1,300)\n1,300,000\n \n1,300\n-\n \n-\n \n-\n \n-\n \n-\n\nNet Loss for the Year\n-\n \n-\n-\n \n-\n-\n \n-\n \n-\n \n(1,142,115)\n \n(1,142,115)\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n**Balance, March 31, 2025**\n**137,363,513**\n**$**\n**137,364**\n**11,300,000**\n**$**\n**11,300**\n**3,050**\n**$**\n**15,250**\n**$**\n**2,390,724**\n**$**\n**(4,118,510)**\n**$**\n**(1,563,872)**\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nConversion of Accounts Payable into Common Shares\n888,739\n \n889\n-\n \n-\n-\n \n-\n \n322,829\n \n-\n \n323,718\n\nConversion of Notes Payable into Common Shares\n2,500,000\n \n2,500\n-\n \n-\n-\n \n-\n \n22,500\n \n-\n \n25,000\n\nConversion of Loan from Related Parties into Common Shares\n12,459,000\n \n12,459\n-\n \n-\n-\n \n-\n \n137,049\n \n-\n \n149,508\n\nNet Loss for the Year\n-\n \n-\n-\n \n-\n-\n \n-\n \n-\n \n(1,749,509)\n \n(1,749,509)\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n**Balance, March 31, 2026**\n**153,211,252**\n**$**\n**153,212**\n**11,300,000**\n**$**\n**11,300**\n**3,050**\n**$**\n**15,250**\n**$**\n**2,873,102**\n**$**\n**(5,868,019)**\n**$**\n**(2,815,155)**\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n** **\n\n** **\n\n \n\nThe accompanying notes are an integral part of these\nconsolidated financial statements.\n\n \n\n30\n\n \n\n \n\n**AVAI BIO, INC.**\n\n(formerly Avant Technologies Inc.)\n\n**Consolidated Statement of Cash Flows**\n\nFor the years ended March 31, 2026 and 2025\n\n** **\n\n \n \n\n**Year ended**\n\n**March 31, 2026**\n\n \n \n\n**Year ended**\n\n**March 31, 2025**\n\n**OPERATING ACTIVITIES**\n \n \n \n \n \n\nNet Loss\n$\n(1,749,509)\n \n$\n(1,142,115)\n\n**Adjustments to reconcile Net Loss**\n \n \n \n \n \n\n**to net cash used in operations:**\n \n \n \n \n \n\nAmortization\n \n26,070\n \n \n74,320\n\nPrepaid Expenses\n \n5,980\n \n \n103,721\n\nAccounts Payable\n \n707,615\n \n \n(196,536)\n\n**Net cash used in Operating Activities**\n \n(1,009,844)\n \n \n(1,160,610)\n\n \n \n \n \n \n \n\n**FINANCING ACTIVITIES**\n \n \n \n \n \n\nAdditional Paid in Capital\n$\n482,378\n \n$\n1,023,313\n\nCapital Stock\n \n15,848\n \n \n20,196\n\nConvertible Notes Payable\n \n109,274\n \n \n190,275\n\nDue from Subsidiaries\n \n(377,814)\n \n \n-\n\nLoan from Related Parties\n \n232,345\n \n \n105,298\n\nLoan Payable\n \n550,000\n \n \n(99,000)\n\nLoan Receivable\n \n(60,095)\n \n \n-\n\nPreferred Stock\n \n-\n \n \n1,300\n\n**Net cash provided by Financing Activities**\n \n951,936\n \n \n1,241,382\n\n \n \n \n \n \n \n\n**Net cash increase (decrease) for period**\n$\n(57,908)\n \n$\n80,772\n\n**Cash at beginning of period**\n$\n81,053\n \n$\n281\n\n**Cash at end of period**\n**$**\n**23,145**\n \n**$**\n**81,053**\n\n \n \n \n \n \n \n\n** **\n\n \n\n \n\nThe accompanying notes are an integral part of these\nconsolidated financial statements. \n\n \n\n \n\n31\n\n \n\n \n\n**AVAI BIO, INC.**\n\n(formerly Avant Technologies Inc.)\n\n**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**\n\n**As of March 31, 2026**\n\n* *\n\n** **\n\n**Note 1 – ORGANIZATION AND NATURE OF BUSINESS**\n\n** **\n\nAvai Bio, Inc. (f/k/a Avant\nTechnologies Inc. and Trend Innovations Holding Inc.) is a technology company specializing in acquiring, creating, and developing\ninnovative and advanced technologies utilizing artificial intelligence (AI) as well as providing a host of information technology consulting\nservices. The Company considers itself a native expert in the field of information technology based on artificial intelligence. The Company’s\nkey acquisitions include Avant! AI and a Joint Venture and License Agreement (the “License Agreement”) with Ainnova Tech Inc. These\nacquisitions provide the Company with resources in full-stack software development, database management, data integration, project management,\nand cloud services.\n\n \n\nAvant’s mission is\nto provide innovative and effective AI solutions that transform businesses and positively impact society. Avant strives to push the boundaries\nof AI technology and empower organizations to achieve their full potential. We believe that our technology can provide a self-sustained\nsystem that prepares its data from unlabeled information (Unsupervised Clustering), and then analyzes it using various, proprietary, supervised\nlearning techniques, thereby improving data efficiency. Unsupervised learning pre-processes and extracts meaningful features from raw\nor unlabeled data, preparing them as inputs for the supervised learning model. This process also facilitates True Learning from Experience.\nUnsupervised learning is utilized to learn relevant information from many source domains. This knowledge is then evaluated and applied\nto a related or different domain(s), where information might be in short supply. This represents a true learning capability. Avant can\nleverage the knowledge learned from the source domain to improve performance in the other domains, as well as Factual discovery/conclusion\nby learning data. Avant’s Unsupervised learning techniques, like clustering, help identify groups or patterns in the data, reaching\nconclusions. Then its supervised learning mechanism can create new datasets (information), which are used for further domains, improving\nclassification and regression tasks. This feature is a true reasoning mechanism.\n\n \n\nOn February 3, 2026, the Company filed a Certificate\nof Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to change its corporate name from Avant\nTechnologies, Inc. to Avaí Bio, Inc. The Company’s trading symbol will remain “AVAI”, and its CUSIP number will\nremain 89487B100.\n\n \n\nThe Company’s name change was announced on FINRA’s\nDaily List on February 10, 2026, and became effective at the open of business on February 11, 2026. Following the effective date, the\nCompany will operate under the name Avai Bio, Inc.\n\n \n\nOn May 23, 2023, the Company\nfiled an application with the Financial Industry Regulation Authority in order to change the name and trading symbol of the Company. On\nJuly 18, 2023, FINRA announced the Company’s Name Change and Symbol Change, which became effective on July 19, 2023 on the OTC Markets.\nThe Name Change and Symbol Change do not affect the rights of the Company’s security holders.\n\n \n\nThe Company’s securities\nwill continue to be quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the\nCompany, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are\ntendered for exchange or transfer to the Company’s transfer agent. \n\n \n\nOn March 6, 2023, the Company\nfiled a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase\nthe number of authorized shares of the Company’s common stock from 255,000,000 to 520,000,000 shares (the “Charter Amendment”)\nof which 500,000,000 shall be common stock, $0.001 par value per share, and 20,000,000 shall be preferred stock, $0.001 par value per\nshare.\n\n \n\nOn June 28, 2019, the Company\nacquired Thy News LLC, an owner of a news application with feed from various sources that users can choose and customize. It is available\nfor free download in Apple AppStore and Google Play Market. Users also will be able to subscribe for additional paid features that extend\nthe functionality of the original app. At the moment of the first release, the app’s news database consisted of 24,000 processed\nnews sources, and as of December 31, 2019 this amount increased for more 75,000 processed sources to a total of 99,000 processed sources.\nFrom January 1, 2020 to September 30, 2023 the Company acquired additional 50,000 processed sources. As of December 31, 2025, the users\nof the app have an opportunity to choose interesting and relevant news feeds from 149,000 processed sources.\n\n \n\n32\n\n \n\n \n\n**Acquiring Avant! AI Assets**\n\n \n\nOn April 3, 2023, the Company,\nentered into an Asset Purchase Agreement (“APA”) along with GBT Tokenize Corp. (“Seller”), which Seller developed\nand owns a proprietary system and method named Avant-Ai, which is a text-generation, deep learning self-training model that is working\nbased on an innovative, unique concept which learns on its own and constantly enhances its information database with the advantage of\nunsupervised learning capabilities (the “System”). At closing, in consideration of acquiring the System, the Company shall\nissue to the Seller 26,000,000 common shares of the Company (the “Shares”).\n\n \n\n**Acquiring Instant Fame\nAssets**\n\n \n\nOn April 3, 2023, the Company,\nentered into an Asset Purchase Agreement (“Treasure APA”) with Treasure Drive Ltd. (“TD”) pursuant to\nwhich the Company agreed to acquire a technology portfolio including certain source codes and pending patent applications which have applications\nin a variety of areas including creating systems and methods of facilitating digital rating and secured sales of digital works as well\nas core virtual reality platforms known as digital auction systems, rating and secure sales via open bid auctions (“Instant Fame\nAssets”).  At closing, in consideration of the Instant Fame Assets, the Company shall issue to TD 5,000 convertible preferred\nshares of the Company with a stated valued at $5,000 per share each (the “Preferred Shares Series A”). The Preferred Shares\nSeries A may be converted at the option of TD into the Company shares of common stock at a conversion price equal to a 5% discount to\nthe weighted average closing price during the five (5) days prior of such conversion, and will include a 4.99% beneficial ownership limitation.\nThe Preferred Shares Series A will have voting rights on an as converted and will be entitled to a payment equal to the stated value of\nthe Preferred Shares Series A in the event of the Company liquidation only.\n\nIn addition, the Company\nand Elentina Group, LLC (“Elentina”) entered into a Service Agreements in which Elentina, was engaged to provide certain\ncapital markets services for a flat quarterly fee of $75,000 paid in shares of common stock (the “Elentina Common Stock”).\n\n \n\nThe Elentina Common Stock\nto be issued within five days of the first day of quarter during the term (i.e., January 1, April 1, July 1 and October 1). The Elentina\nCommon Stock shall be fully earned upon issuance. The number of shares of Elentina Common Stock to be issued will be determined by dividing\nthe quarterly fee of $75,000 by the Company’s ten (10) day VWAP, which shall at no point be less than $0.10 per share.\n\n \n\nIn\nconnection with the offering, the Company filed a Certificate of Designation to its Articles of Incorporation designating 5,000 shares\nof its Preferred Stock of Series A.\n\n \n\n**Ainnova Tech Inc.**\n\n \n\nOn November 8, 2024, the\nCompany entered into a Joint Venture and License Agreement (the “License Agreement”) with Ainnova Tech Inc., which became\neffective as of November 11, 2024 (the “Effective Date”). Under the License Agreement, Avant and AINN formed a new Nevada\nlimited liability company called “Ai-nova Acquistion Corp LLC” (“AAC”) on December 6, 2024, with its registered\naddress at 701 S. Carson St. Suite 200, Carson City, NV 89701, USA, and contributed the proprietary rights to both North America (The\nUnited States and Canada) and Europe.\n\n \n\nAinnova Tech is an Artificial\nIntelligence company focused on healthcare that has developed software for early detection of diseases through retinal scans and an innovative\ndevice for automatic retinal imaging in an accessible way. Currently detecting Diabetic Retinopathy and other retinal diseases; where\nit maintains and supports the source codes of its proprietary technologies, including Vision AI (“Technology Portfolio”).\nAINN has developed a Health tech solution based on the Artificial Intelligence that is ready for commercialization, as well as certain\nderivative technologies, which will position AAC to further develop or license certain code sources in the United States, Canada and Europe.\nIn addition to the Technology Portfolio, AINN will contribute the Vision AI technology, as well as all of the associated technology associated\nto Retina scanning, services and resources for the development of the Technology Portfolio, including licensing agreements to AAC.\n\n \n\nAVAI will contribute all\nof the capital required by AAC`s formation and operation for the next twelve (12) months, not to exceed $20,000,000 USD in capital and\nits resources in exchange for the of common stock of AAC (“AAC Shares”). Avant will use its best efforts and also assist in\narranging additional funding, as needed, at no cost to AINN. The ownership of AAC shall be 50% Avant and 50% AINN (each a “Member”\nand together, the “Members”).\n\n \n\nThe Distributions of profits\nfrom AAC will be made to the Members as follows: first, AINN to receive the balance sheet value of its business contributed to AAC; second,\nAvant to receive the capital it contributed to AAC; third, to AINN and Avant in\n\n33\n\n \n\n \n\naccordance with their respective\npercentage ownership interests. AAC will be governed and operated pursuant to the terms of a limited liability company agreement. The\nparties agreed to expand the territories granted for the Technology Portfolio under the license to AAC to include the entire continental\nUnited States, Canada and Europe. AAC will issue 2,000,000 shares of common stock of AAC. AAC is strategically positioning its business\nand is seeking third parties to license, acquire, joint venture or enter such other strategic transaction with respect to the Technology\nPortfolio. Ai-Nova Acquisition Corp LLC was dissolved pursuant to a Mutual Agreement entered into between the Company and Ainnova Tech\nInc. dated May 18, 2026.\n\n \n\n**KLOTHONOVA LLC**\n\n \n\nOn September 15, 2025, the\nCompany entered into a Joint Venture and License Agreement with SGAustria Pte. Ltd., a Singaporean company with registered number\nUEN 200901830C (the “Austrianova”), collectively referred to as the “Counterparties”, setting forth the principal\nterms of a Joint Venture and License Agreement (the “Agreement”). The Agreement sets forth the understanding of the Counterparties\nwith respect to the formation of a new company, Klothonova Inc. (the “Klothonova”), and contribute the proprietary rights,\nknow-how, resources and funding as described in the License Agreement.\n\n \n\nAustrianova is a cutting-edge\nBiotech company based in Singapore embracing leading world quality standards to produce cell-based products. Austrianova’s expertise\nand technologies are backed up by more than 50 international peer reviewed publications, as well as by contracts from leading pharmaceutical\nand biotech companies. Austrianova’s scientists are experts in cell biology, GMP-grade cell products and encapsulation of living\ncells. Austrianova has developed a proprietary cell encapsulation technology to protect, isolate, store, and transport living cells, as\nwell as oXering cell line development and GMP Manufacturing capabilities and expertise and it intends to contribute its intellectual property,\nknow- how, and resources to Klothonova to achieve the purposes of the Agreement.\n\n \n\nAVAI will contribute all\nof the resources and capital required by Klothonova, Inc’s formation and operation for the next eighteen (18) months, not to exceed\n$1.5 million USD in capital and its resources in exchange for the common stock of Klothonova. AVAI will use its best efforts to assist\nin arranging additional funding as needed, as described in the Agreement, at no cost to Austrianova.\n\n \n\nThe ownership of Klothonova\nshall be 50% AVAI and 50% Austrianova. The Klothonova will be governed and operated pursuant to the terms of a limited liability company\nagreement.\n\n \n\n**INSULINOVA LLC**\n\n** **\n\nOn November 1, 2025, the\nCompany entered into a Joint Venture and License Agreement with SGAustria Pte. Ltd., a Singaporean company with registered number UEN\n200901830C (the “Austrianova”), collectively referred to as the “Parties”, setting forth the principal terms of\na Joint Venture and License Agreement (the “Agreement”). The Agreement sets forth the understanding of the Parties with respect\nto the formation of a new Joint Venture called Insulinova, Inc. (the “Insulinova”), and contribute the proprietary rights,\nknow-how, resources and funding as described in the License Agreement.\n\n \n\nAustrianova is a cutting-edge\nBiotech company based in Singapore embracing leading world quality standards to produce cell-based products. Austrianova’s expertise\nand technologies are backed up by more than 50 international peer reviewed publications, as well as by contracts from leading pharmaceutical\nand biotech companies. Austrianova’s scientists are experts in cell biology, GMP-grade cell products and encapsulation of living\ncells. Austrianova has developed a proprietary cell encapsulation technology to protect, isolate, store, and transport living cells, as\nwell as offering cell line development and GMP Manufacturing capabilities and expertise and it intends to contribute its intellectual\nproperty, know- how, and resources to Insulinova to achieve the purposes of the Agreement.\n\n \n\nAVAI will contribute all\nof the resources and capital required by Insulinova, Inc’s formation and operation for the next eighteen (18) months, not to exceed\n$1.5 million USD in capital and its resources in exchange for the common stock of Insulinova. AVAI will use its best efforts to assist\nin arranging additional funding as needed, as described in the Agreement, at no cost to Austrianova.\n\n \n\nThe ownership of Insulinova\nshall be 50% AVAI and 50% Austrianova. The Insulinova will be governed and operated pursuant to the terms of a limited liability company\nagreement.\n\n \n\n34\n\n \n\n \n\n**Note 2 – GOING CONCERN**\n\n \n\nThe accompanying financial statements have been prepared\nin conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going\nconcern. However, the Company had recurring losses as of March 31, 2026. The Company has not completed its efforts to establish a stabilized\nsource of revenue sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the\nCompany’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future,\non additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional\nfunds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful\nin this or any of its endeavors or become financially viable and continue as a going concern.\n\n* *\n\n* *\n\n**Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING\nPOLICIES**\n\n \n\n**Basis of presentation**\n\nThe accompanying financial statements have been prepared\nin accordance with generally accepted accounting principles in the United States of America. The Company’s yearend is March 31.\n\n** **\n\n**Use of Estimates**\n\nThe preparation of financial statements in conformity\nwith U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure\nof contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the\nreporting period. Actual results could differ from those estimates.\n\n \n\n**Segment Reporting**\n\nAccounting Standards Update (“ASU”) 2023-07,\n“Segment Reporting (Topic 280)”, provides improvements to reportable segment disclosure requirements through amendments that\nrequire disclosure of significant segment expenses and other segment items on an interim and annual basis and requires all annual disclosures\nabout a reportable segment’s profit or loss and assets to be made on an interim basis. The standard also requires the disclosure\nof the chief operating decision maker’s (“CODM”) title and position and an explanation of how the CODM uses the reported\nmeasure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also clarifies\nthat if the CODM uses more than one measure in assessing segment performance and deciding how to allocate resources, a company may report\nthe additional segment profit or loss measure(s) and that companies with a single reportable segment must provide all disclosures required\nby this amendment.\n\n \n\n**Cash****and Cash Equivalents**\n\nThe\nCompany considers\nall highly liquid\ninvestments\nwith original\nmaturities of\nthree months\nor less to be cash\nequivalents.\nThe Company had $23,145 of cash as of March 31, 2026.\n\n** **\n\n**Prepaid Expenses**\n\nPrepaid expenses are amounts paid to secure the use\nof assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually\nconsumed, they are charged to expense. Prepaid Expenses are recorded at fair market value.\n\n \n\nThe Company had $6,100 in prepaid expenses as of March\n31, 2026 (March 31, 2025 – $12,080). Prepaid expenses consist of prepaid services.\n\n** **\n\n**Loan Receivable**\n\nLoans receivable from third parties are stated at\nunpaid principal balances, adjusted for any deferred fees or costs and reduced by an allowance for credit losses, when applicable. The\nCompany monitors collectability and considers borrower-specific facts, collateral, and other relevant information in estimating expected\ncredit losses. Interest income is recognized over the term of the loan, and loans are charged off when management determines they are\nuncollectible.\n\n \n\n**Depreciation, Amortization, and Capitalization**\n\nThe Company records depreciation and amortization\nwhen appropriate using straight-line method over the estimated useful life of the assets. We estimate that the useful life of equipment\nis 5 years and intangible assets is from 1 to 5 years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions,\nmajor renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the\nrelated accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income.\n\n \n\n35\n\n \n\n \n\n**Application Development Costs**\n\nThe Company follows the provisions of ASC 985, “Software”,\nwhich requires that all costs relating to the purchase or internal development and production of software products to be sold, leased\nor otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established.\nThe Company capitalizes all eligible software costs incurred once technological feasibility is established. The Company amortizes these\ncosts using the straight-line method over a period from one to five years, which is the remaining estimated economic life of the costs.\nAt the end of each reporting period, the Company writes down any excess of the unamortized balance over the net realizable value.\n\n \n\n**Website Development Costs**\n\nThe Company amortizes these costs using the straight-line\nmethod over a period of one year, which is the remaining estimated economic life of the costs. At the end of each reporting period, the\nCompany writes down any excess of the unamortized balance over the net realizable value.\n\n** **\n\n**Research and Development**\n\nCosts and expenses that can be clearly identified\nas research and development are charged to expense as incurred. For the years ended March 31, 2026, and 2025, the Company recorded $15,000\nand $0 of research and development expenses, respectively.\n\n \n\n**Foreign Currency Translation**\n\nThe Company considers the U.S. dollar to be its functional\ncurrency as it is the currency of the primary economic environment in which the Company operates. All assets, liabilities, revenues and\nexpenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect at the balance sheet date.\nAll exchange gains and losses are included in operations.\n\n \n\n**Revenue Recognition**\n\nThe Company adopted ASC 606. ASC 606, Revenue from\nContracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue\nand cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity\nto recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects\nto be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.\n\n \n\nThe Company has assessed the impact of the guidance\nby performing the following five steps analysis:\n\n \n\nStep 1: Identify the contract\n\nStep 2: Identify the performance obligations\n\nStep 3: Determine the transaction price\n\nStep 4: Allocate the transaction price\n\nStep 5: Recognize revenue\n\n \n\nRevenue is measured at the fair value of the consideration\nreceived or receivable, net of discounts and taxes applicable to the revenue.\n\n \n\nRevenue from supplies of consulting services is recognized\nwhen title and risk of loss are transferred and there are no continuing obligations to the customer. Title and the risks and rewards of\nownership transfer to and accepted by the customer when the services are collected by the customer at the Company’s office. Revenue\nis recorded net of sales discounts, returns, allowances, and other adjustments that are based upon management’s best estimates and\nhistorical experience and are provided for in the same period as the related revenues are recorded. Based on limited operating history,\nmanagement estimates that there was no sales return for the period reported.\n\n \n\n**Basic Income (Loss) Per Share**\n\nThe Company computes income (loss) per share in accordance\nwith FASB ASC 260, “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common\nshareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect\nto all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if\ntheir effect is anti-dilutive. For the period from November 6, 2017 (inception) through March 31, 2026, there were no potentially dilutive\ndebt or equity instruments issued or outstanding.\n\n \n\n36\n\n \n\n \n\n**Comprehensive Income (Loss)**\n\nComprehensive income is defined as all changes in\nstockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes\nnet income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on\ninvestments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. For the years ended March 31, 2026\nand 2025, there was no difference between our net loss and comprehensive loss.\n\n \n\n**Income Taxes**\n\nIncome taxes are computed using the asset and liability\nmethod. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between\nthe financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation\nallowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.\n\n \n\n**Accounting Standards Adopted in 2026**\n\nIn December 2023, the FASB issued ASU 2023-09, Income\ntaxes (Topic 740): Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness of\nincome tax disclosures. ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted\nfor annual financial statements that have not yet been issued or made available for issuance. The Company adopted ASU 2023-09 during the\nyear ended March 31, 2026, and there was no significant impact.\n\n \n\n**Recent Accounting Pronouncements**\n\nWe have reviewed all the recently issued, but not\nyet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.\n\n** **\n\n** **\n\n**Note 4 – OPERATING SEGMENTS**\n\n \n\nThe Company’s CODM is the Chief Executive Officer\n(the “CEO”). The CODM reviews consolidated operating results, cash flow forecasts, and major expense categories across the\nCompany, without distinguishing separate business segments, to evaluate performance and allocate resources. As a result, the Company continues\nto operate as a single reportable segment. There are no segment operating expenses that require disclosure other than the expense categories\npresented on the consolidated statements of operations.\n\n** **\n\n** **\n\n**Note 5 – FIXED ASSETS**\n\n \n\nAs of March 31, 2026, our fixed assets comprised of\n$1,500 in equipment. Depreciation expense of equipment was $1,500 as of March 31, 2026.\n\n \n\n \n\n**Note 6 – INTANGIBLE ASSETS**\n\n** **\n\nDuring the year ended March 31, 2019, the Company\ncapitalized website development costs for $8,361. Accumulated amortization expense of website development costs was $8,361 as of March\n31, 2026.\n\n \n\nIn June 2019 the Company capitalized mobile application\ndevelopment costs for $97,400. During the year ended March 31, 2024, the Company capitalized mobile application development update costs\nfor $29,450. As of March 31, 2026, the total amount of capitalized mobile application development costs was $126,850. Accumulated amortization\nexpense of application development was $126,850 as of March 31, 2026.\n\n \n\nIn December 2019 and March 2020, the Company purchased\nan RSS Database. As of March 31, 2026, the total amount of RSS Database was $149,000. Accumulated amortization expense of RSS Database\nwas $149,000 as of March 31, 2026.\n\n \n\nIn April 2023, the Company acquired Avant! AI™\nand Instant FAME™ technologies. As of March 31, 2026, the total amount of the acquired assets was $124,000 and $25,000, respectively.\nAccumulated amortization expense of Avant! AI™ was $36,167 as of March 31, 2026. Accumulated amortization expense of Instant FAME™\nwas $7,292 as of March 31, 2026.\n\n \n\n37\n\n \n\n \n\nDuring the year ended March 31, 2024, the Company\ncapitalized chatbot development costs for $4,060. Accumulated amortization expense of chatbot development costs was $4,060 as of March\n31, 2026.\n\n \n\nThe Company had the following intangible assets as\nof March 31, 2026 and 2025:\n\n \n\n \n**As of March 31, 2026**\n**As of March 31, 2025**\n\n \n \n \n \n \n\nAvant! AI™\n$\n124,000\n$\n124,000\n\nChatbot Developments\n \n4,060\n \n4,060\n\nInstant FAME™\n \n25,000\n \n25,000\n\nMobile Application Development Costs\n \n126,850\n \n126,850\n\nRSS Database\n \n149,000\n \n149,000\n\nWebsite Development\n \n8,361\n \n8,361\n\nAccumulated Amortization\n \n(331,729)\n \n(305,659)\n\n \n \n \n \n \n\n**Total Intangible Assets, Net**\n**$**\n**105,542**\n**$**\n**131,612**\n\n \n\n \n\n**Note 7 – RELATED PARTY TRANSACTIONS**\n\n** **\n\n**Loan Payable - Related Party** \n\nAs of March 31, 2026, our secretary, Natalija Tunevic,\nhas loaned to the Company $114,328. This loan is unsecured, non-interest bearing and due on demand.\n\n \n\nAs of March 31, 2026, our director, Vitalis Racius,\nhas loaned to the Company $128,563, of which $16,043 was advanced to the Company for the Company's operating expenses during the year\nended March 31, 2026. This loan is unsecured, non-interest bearing and due on demand.\n\n \n\nDuring the year ended March 31, 2026, our shareholder,\nMarieta Seiranova, has loaned to the Company $7,000, of which $7,000 was advanced to the Company for the Company's operating expenses\nand $7,000 was repaid during the year ended March 31, 2026. This loan was unsecured, non-interest bearing and due on demand.\n\n \n\nAs of March 31, 2026, our shareholder, Mehrabian Investments\nLLC, has loaned to the Company $30,000. This loan is unsecured, non-interest bearing and due on demand.\n\n \n\nAs of March 31, 2026, our shareholder, IGOR 1 CORP,\nhas loaned to the Company $471,529, of which $388,581 was advanced to the Company for the Company's operating expenses and $47,689 was\nrepaid during the year ended March 31, 2026. This loan is unsecured, non-interest bearing and due on demand.\n\n \n\nDuring the year ended March 31, 2020, the Company’s\nsubsidiary, Thynews Tech LLC, received advances from its related parties totaling $124,590. The advances were interest-free and due on\ndemand. As of March 31, 2026, the Company had accrued interest on the related party loan in the amount of $24,918. On March 30, 2026,\nthe Company issued 12,459,000 shares of its common stock in full settlement of the related party loan, including accrued interest, totaling\n$149,508. The related party loan was extinguished in full upon issuance of the shares.\n\n** **\n\n** **\n\n**Note 8 – THIRD PARTY TRANSACTIONS**\n\n \n\n**Convertible Notes**\n\n \n\n*1800 Diagonal Lending LLC*\n\nOn October 2, 2023, the Company entered into a Securities\nPurchase Agreement with 1800 Diagonal Lending LLC (“DL”) pursuant to which the Company issued to DL a Convertible Promissory\nNote (the “October 2023 DL Convertible Note”) in the aggregate principal amount of $126,000 for a purchase price of $105,000.\nThe October 2023 DL Convertible Note has a maturity date of March 2, 2025 and the Company has agreed to pay interest on the unpaid principal\nbalance of the DL Convertible Note at the rate of eight percent (8.0%) per annum from the date on which the October 2023 DL Convertible\nNote is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company\nshall\n\n38\n\n \n\n \n\nhave the right to prepay the October 2023 DL Convertible\nNote, provided it makes a payment including a prepayment to DL as set forth in the October 2023 DL Convertible Note. The outstanding principal\namount of the DL Convertible Note may not be converted prior to the period beginning on the date that is 180 days following the date the\nDL Convertible Note is issued. Following the 180th day, DL may convert the DL Convertible Note into shares of the Company’s common\nstock at a conversion price equal to 85% of the lowest trading price during the 20-day period preceding the date of conversion. In\naddition, upon the occurrence and during the continuation of an event of default (as defined in the DL Convertible Note), the DL Convertible\nNote shall become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional\namounts as set forth in the DL Convertible Note. In no event shall DL be allowed to effect a conversion if such conversion, along with\nall other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the\ncommon stock of the Company. On April 2, 2024, the Company paid off the October 2023 DL Convertible Note, including principal and interest,\nin cash for $137,549.\n\n \n\n*Red Road Holdings Corporation*\n\nOn December 18, 2024, the Company entered into a Securities\nPurchase Agreement and issued a Promissory Note (the “Note”), under which the Company has agreed to pay Red Road Holdings\nCorporation, a Virginia corporation, or its registered assigns (the “Holder”), the sum of $179,400.00, along with any interest\nas specified in the Note, on or before October 30, 2025 (the “Maturity Date”). Interest will accrue on the unpaid principal\nbalance from the Issue Date, in accordance with the terms set forth in the Note. The Note may not be prepaid in whole or in part, except\nas explicitly allowed therein. Any outstanding principal or interest not paid when due will bear Default Interest at a rate of 22% per\nannum from the due date until payment is made in full. All payments due under the Note, to the extent not converted into the Company’s\ncommon stock (par value $0.001 per share), shall be made in lawful money of the United States of America. Payments will be made to such\naddress as the Holder may designate in writing. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them\nin the Securities Purchase Agreement dated December 18, 2024, under which this Note was originally issued. As of October 30, 2025, the\nCompany paid off this Note, including principal and interest, in cash for $200,928.\n\n \n\nOn January 27, 2025, the Company entered into a Securities\nPurchase Agreement and executed a Promissory Note (the “Note”), under which the Company has agreed to pay to Red Road Holdings\nCorporation, a Virginia corporation, or its registered assigns (the “Holder”), the sum of $93,150, together with any interest\nas specified in the Note, on or before November 30, 2025 (the “Maturity Date”). Interest will accrue on the unpaid principal\nbalance from the Issue Date in accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except\nas explicitly permitted therein. In the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum\nwill apply from the due date until full payment is made. All payments due under the Note, to the extent not converted into the Company’s\ncommon stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate\nin writing. Capitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the Securities Purchase\nAgreement dated the same date as this Note, under which the Note was originally issued. As of December 31, 2025, the Company paid off\nthis Note, including principal and interest, in cash for $104,328.\n\n \n\nOn March 14,\n2025, the Company entered into a Securities Purchase Agreement and executed a Promissory Note (the “Note”), under which the\nCompany has agreed to pay to Red Road Holdings Corporation, a Virginia corporation, or its registered assigns (the “Holder”),\nthe sum of $93,725, together with any interest as specified in the Note, on or before January\n15, 2026 (the “Maturity Date”). Interest will accrue on the unpaid principal balance from the Issue Date in accordance with\nthe terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein. In the event\nof any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the due date until full payment\nis made. All payments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001 per share),\nshall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms used herein,\nand not otherwise defined, shall have the meanings ascribed to them in the Securities Purchase Agreement dated the same date as this Note,\nunder which the Note was originally issued. As of January 14, 2026, the Company paid off this Note, including principal and interest,\nin cash for $104,972.\n\n \n\n*Boot Capital\nLLC*\n\nOn June 30,\n2025 (the “Effective Date”), the Company entered into a Securities Purchase Agreement (the “SPA”) and executed\na Promissory Note (the “Note”), under which the Company has agreed to pay to Boot Capital LLC, a Delaware limited liability\ncompany, or its registered assigns (the “Holder”), the sum of $128,800 together with any interest as specified in the Note,\non or before April 30, 2026 (the “Maturity Date”). Interest will accrue on the unpaid principal balance from the Issue Date\nin accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein.\nIn the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the\n\n39\n\n \n\n \n\ndue date until\nfull payment is made. All payments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001\nper share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms\nused herein, and not otherwise defined, shall have the meanings ascribed to them in the SPA dated the same date as this Note, under which\nthe Note was originally issued. As of March 31, 2026, the Company partially repaid this Note, in cash for $112,700.\n\n \n\nOn January 7,\n2026 (the “Effective Date”), the Company entered into a Securities Purchase Agreement (the “SPA”) and executed\na Promissory Note (the “Note”), under which the Company has agreed to pay to Boot Capital LLC, a Delaware limited liability\ncompany, or its registered assigns (the “Holder”), the sum of $128,800 together with any interest as specified in the Note,\non or before October 15, 2026 (the “Maturity Date”). Interest will accrue on the unpaid principal balance from the Issue Date\nin accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein.\nIn the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the due date until\nfull payment is made. All payments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001\nper share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms\nused herein, and not otherwise defined, shall have the meanings ascribed to them in the SPA dated the same date as this Note, under which\nthe Note was originally issued. As of March 31, 2026, this Note remained outstanding.\n\n \n\n*Vanquish\nFunding Group Inc.*\n\nOn June 30,\n2025, the Company entered into another Securities Purchase Agreement (the “SPA”) and issued another Promissory Note (the “Note”),\nunder which the Company has agreed to pay to Vanquish Funding Group Inc., a Virginia corporation, or its registered assigns (the “Holder”),\nthe sum of $202,215 together with any interest as specified in the Note, on or before April 30, 2026 (the “Maturity Date 2”).\nInterest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may\nnot be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments,\na Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to\nthe extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will\nbe made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the\nmeanings ascribed to them in the SPA dated the same date as this Note, under which the Note was originally issued. As of March\n31, 2026, the Company partially repaid this Note, in cash for $176,936.\n\n \n\nOn September\n19, 2025, the Company entered into another Securities Purchase Agreement (the “SPA”) and issued another Promissory Note (the\n“Note”), under which the Company has agreed to pay to Vanquish Funding Group Inc., a Virginia corporation, or its registered\nassigns (the “Holder”), the sum of $170,016 together with any interest as specified in the Note, on or before June 30, 2026\n(the “Maturity Date 2”). Interest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms\noutlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue\nprincipal or interest payments, a Default Interest rate of 22% per annum will apply from the due date until full payment is made. All\npayments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001 per share), shall be\nmade in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms used herein, and\nnot otherwise defined, shall have the meanings ascribed to them in the SPA dated the same date as this Note, under which the Note was\noriginally issued. As of March 31, 2026, the Company partially repaid this Note, in cash for $106,262.\n\n \n\nOn January 7,\n2026, the Company entered into another Securities Purchase Agreement (the “SPA”) and issued another Promissory Note (the “Note”),\nunder which the Company has agreed to pay to Vanquish Funding Group Inc., a Virginia corporation, or its registered assigns (the “Holder”),\nthe sum of $266,616 together with any interest as specified in the Note, on or before October 15, 2026 (the “Maturity Date 2”).\nInterest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may\nnot be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments,\na Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to\nthe extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will\nbe made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the\nmeanings ascribed to them in the SPA dated the same date as this Note, under which the Note was originally issued. As of March\n31, 2026, this Note remained outstanding.\n\n \n\n*Oleg Sapojnicov*\n\nOn May 3, 2021, Natalija Tunevic, assigned her $25,000\nloan to Mr. Oleg Sapojnicov. A conversion clause was added to the\n\n40\n\n \n\n \n\nNote, pursuant to which, the $25,000 loan is convertible,\nat any time after six months, at the discretion of Mr. Oleg Sapojnicov, into shares of the Company’s Common Stock at a fixed conversion\nprice of $0.01 per share. On March 16, 2026, the Company issued 2,500,000 common shares in exchange for this note in the amount of $25,000.\n\n \n\n**Loan Payable**\n\n** **\n\nAs of March 31, 2026, Elentina Group LLC, has loaned\nto the Company $500,000, of which $500,000 was advanced to the Company for the Company's operating expenses. This loan is unsecured, non-interest\nbearing, and repayable on demand at any time prior to its stated maturity date of June 30, 2027. There are no prepayment penalties or\nfees associated with early repayment. \n\n \n\nAs of March 31, 2026, SAPA INVESTMENTS LLC, has loaned\nto the Company $50,000, of which $50,000 was advanced to the Company for the Company's operating expenses. This loan is unsecured, non-interest\nbearing, and repayable on demand at any time prior to its stated maturity date of June 30, 2027. There are no prepayment penalties or\nfees associated with early repayment. \n\n \n\n**Issuance of Shares**\n\n \n\nOn February 12, 2024, the Company entered into a Services\nAgreement with PCG Advisory, Inc., a New York corporation, to receive certain services in the areas of investor relations, strategic advisory\nand digital strategies in exchange for the issuance of 200,000 shares of common stock. On March 22, 2024, the Company revised and re-signed\nthe Services Agreement dated February 12, 2024, with PCG Advisory, Inc., a New York corporation, to receive certain services in the areas\nof investor relations, strategic advisory and digital strategies, with the compensation revised to 150,000 shares of common stock. On\nMarch 22, 2024, the Company authorized and approved the issuance of 150,000 shares of Common Stock as compensation to PCG Advisory, Inc.,\na New York corporation, in exchange for their services. On May 29, 2024, the Company cancelled the issuance to PCG Advisory, Inc.\n\n \n\nThe Company and Elentina Group, LLC (“Elentina”)\nentered into a Service Agreements in which Elentina, was engaged to provide certain capital markets services for a flat quarterly fee\nof $75,000 paid in shares of common stock (the “Elentina Common Stock”). The Elentina Common Stock to be issued within five\ndays of the first day of quarter during the term (ie January 1, April 1, July 1 and October 1). The Elentina Common Stock shall be fully\nearned upon issuance. The number of shares of Elentina Common Stock to be issued will be determined by dividing the quarterly fee of $75,000\nby the Company’s ten (10) day VWAP, which shall at no point be less than $0.10 per share. On August 9, 2024, the Company issued\n527,002 common shares for cancelation of $375,000 debt\nfor the consulting services provided.\n\n \n\nOn November 12, 2024, the Company’s Board of\nDirectors authorized the issuance of 5,000,000 shares of Common Stock to settle the outstanding debt of $50,000 owed to Jurgita Bizonaite.\n\n \n\nOn November 27, 2023, the Company approved the initiative\nfrom Treasure Drive Ltd. to convert and transfer part of Series A Preferred Stock shares in the amount of 1,950 Series A Preferred Stock\nshares into 26,973,528 shares of Common Stock of the Corporation to third parties in compliance with the Asset Purchase Agreement dated\nApril 3, 2023, along with the Annex A “Notice of Conversion”.\n\n \n\n \n\n**Note 9 – STOCKHOLDERS’ EQUITY**\n\n** **\n\nOn March 6, 2023, the Company filed a Certificate\nof Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of\nauthorized shares of the Company’s common stock from 255,000,000 to 520,000,000 shares (the “Charter Amendment”) of\nwhich 500,000,000 shall be common stock, $0.001 par value per share, and 20,000,000 shall be blank check preferred stock, $0.001 par value\nper share. The term \"blank check\" refers to preferred stock, the creation and issuance of which is authorized in advance by\nthe stockholders and the terms, rights and features of which are determined by the Board upon issuance. The authorization of such blank\ncheck preferred stock would permit the Board to authorize and issue preferred stock from time to time in one or more series.\n\n** **\n\n**Preferred Stock**\n\nThe Company has 20,000,000, $0.001 par value shares\nof preferred stock authorized as of March 31, 2026.\n\n \n\nOn November 21, 2023, the Company issued 3,000,000\nshares of preferred stock in exchange for 3,000,000 shares of common stock.\n\n \n\n41\n\n \n\n \n\nOn December 1, 2023, the Company issued 2,000,000\nshares of preferred stock as bonuses to officers of the Company.\n\n \n\nOn August 1, 2024, the Company issued 1,300,000\nshares of preferred stock in exchange for 1,300,000 shares of common stock.\n\n \n\nThere were 11,300,000 shares of preferred stock issued\nand outstanding as of March 31, 2026.\n\n** **\n\n**Preferred Stock Series A** \n\nThe Company has 5,000, $0.001 par value shares of\npreferred stock series A authorized as of March 31, 2026.\n\n \n\nIn April 2023, the Company issued 5,000 shares of\npreferred stock series A for InstantFAME™ acquisition.\n\n \n\nOn November 27, 2023, the Company converted 1,950\nseries A preferred stock shares into 26,973,528 shares of Common Stock.\n\n \n\nThere were 3,050 shares of preferred stock series\nA issued and outstanding as of March 31, 2026.\n\n** **\n\n**Common Stock**\n\nThe Company has 500,000,000, $0.001 par value shares\nof common stock as of March 31, 2026.\n\n \n\nOn April 25, 2023, the Company issued 26,000,000 common shares for Avant!\nAI™ acquisition.\n\n \n\nOn June 1, 2023, the Company issued 5,250,000 common\nshares in exchange for convertible notes in the amount of $94,500.\n\n \n\nOn July 27, 2023, the Company issued 213,243 common\nshares for cancelation of $287,500 payroll debt.\n\n \n\nOn August 17, 2023, the Company issued 9,550,000 common\nshares for cancelation of $114,600 payroll debt.\n\n \n\nOn October 20, 2023, the Company issued 3,000,000\ncommon shares for cancelation of $54,000 related party loan.\n\n \n\nOn November 21, 2023, the Company issued 3,000,000\nshares of preferred stock, featuring a 1:5 voting right, in exchange for 3,000,000 shares of common stock.\n\n \n\nOn November 27, 2023, the Company converted 1,950\nseries A preferred stock shares into 26,973,528 shares of Common Stock.\n\n \n\nDuring the year ended March 31, 2024, the Company\nissued 8,477,324 common shares for cancelation of $604,318 payroll debt and 2,050,000 common shares as bonuses to officers of the Company.\n\n \n\nOn March 22, 2024, the Company issued 150,000 common\nshares for consulting services that were cancelled on May 29, 2024.\n\n \n\nOn July 25, 2024, the Company issued 5,517,000 common\nshares for cancelation of $306,500 payroll debt.\n\n \n\nOn July 26, 2024, the Company issued 140,534 common\nshares for cancelation of $101,739 debt for the consulting services provided.\n\n \n\nOn August 1, 2024, the Company issued 1,300,000\nshares of preferred stock, featuring a 1:5 voting right, in exchange for 1,300,000 shares\nof common stock.\n\n \n\nOn August 9, 2024, the Company issued 527,002\ncommon shares for cancelation of $375,000 debt for the consulting services provided.\n\n \n\nOn September 4, 2024, the Company issued 9,900,000\ncommon shares for cancelation of $99,000 debt obligation.\n\n \n\nOn September 6, 2024, the Company issued 70,000 common\nshares for cancelation of $12,000 payroll debt.\n\n \n\nOn November 12, 2024, the Company issued 5,000,000\ncommon shares for cancelation of $50,000 debt obligation.\n\n \n\nOn November 13, 2024, the Company issued 192,138 common\nshares for cancelation of $60,000 debt for the consulting services provided.\n\n \n\n42\n\n \n\n \n\nOn November 20, 2024, the Company issued 67,000 common\nshares for cancelation of $22,164 payroll debt.\n\n \n\nOn February 13, 2025, the Company issued 131,933 common\nshares for cancelation of $60,000 debt for the consulting services provided.\n\n \n\nOn March 3, 2025, the Company issued 100,000 common\nshares for cancelation of $47,656 payroll debt.\n\n \n\nOn April 30, 2025, the Company issued 147,720 common\nshares for cancelation of $60,000 debt for the consulting services provided.\n\n \n\nOn July 24, 2025, the Company issued 118,232 common\nshares for cancelation of $60,000 debt for the consulting services provided.\n\n \n\nOn September 18, 2025, the Company issued 200,000\ncommon shares for cancelation of $83,718 payroll debt.\n\n \n\nOn October 1, 2025, the Company issued 202,068 common\nshares for cancelation of $60,000 debt for the consulting services provided.\n\n \n\nOn January 6, 2026, the Company issued 220,719 common\nshares for cancelation of $60,000 debt for the consulting services provided.\n\n \n\nOn March 16, 2026, the Company issued 2,500,000 common\nshares in exchange for convertible notes in the amount of $25,000.\n\n \n\nOn March 30, 2026, the Company issued 12,459,000 common\nshares for cancelation of $149,508 related party loan.\n\n \n\nThere were 153,211,252 shares of common stock issued\nand outstanding as of March 31, 2026.\n\n \n\n**Warrants**\n\nNo warrants were issued or outstanding as of March\n31, 2026.\n\n \n\n**Stock Options**\n\nThe Company has never adopted a stock option plan\nand has never issued any stock options.\n\n** **\n\n** **\n\n**Note 10 – COMMITMENTS AND CONTINGENCIES**\n\n \n\nOn November 21, 2023, the Company executed Amendments\nto Compensation Agreements effective as of December 1, 2023. Pursuant to these amendments, Ivan Lunegov, Vitalis Racius and Natalija Tunevic\nwill receive annual base compensation amounts of $400,000, $200,000 and $50,000 respectively.\n\n \n\nOn November 8, 2024, the Company entered into a Joint\nVenture and License Agreement (the “License Agreement”) with Ainnova Tech Inc., which became effective as of November 11,\n2024 (the “Effective Date”). Under the License Agreement, Avant and AINN will form a new Nevada Corporation called “Ai-Nova\nAcquistion Corp” (“AAC”) and contribute the proprietary rights to both North America (The United States and Canada)\nand Europe.\n\n \n\nAinnova Tech is an Artificial Intelligence company\nfocused on healthcare that has developed software for early detection of diseases through retinal scans and an innovative device for automatic\nretinal imaging in an accessible way. Currently detecting Diabetic Retinopathy and other retinal diseases; where it maintains and supports\nthe source codes of its proprietary technologies, including Vision AI (“Technology Portfolio”). AINN has developed a Health\ntech solution based on the Artificial Intelligence that is ready for commercialization, as well as certain derivative technologies, which\nwill position AAC to further develop or license certain code sources in the United States, Canada and Europe. In addition to the Technology\nPortfolio, AINN will contribute the Vision AI technology, as well as all of the associated technology associated to Retina scanning, services\nand resources for the development of the Technology Portfolio, including licensing agreements to AAC.\n\n \n\nAVAI will contribute all of the capital required by\nAAC`s formation and operation for the next twelve (12) months, not to exceed $20,000,000 USD in capital and its resources in exchange\nfor the of common stock of AAC (“AAC Shares”). AVAI will use its\n\n43\n\n \n\n \n\nbest efforts and also assist in arranging additional\nfunding, as needed, at no cost to AINN. The ownership of AAC shall be 50% Avant and 50% AINN (each a “Member” and together,\nthe “Members”).\n\n \n\nThe Distributions of profits from AAC will be made\nto the Members as follows: first, AINN to receive the balance sheet value of its business contributed to AAC; second, Avant to receive\nthe capital it contributed to AAC; third, to AINN and Avant in accordance with their respective percentage ownership interests. AAC will\nbe governed and operated pursuant to the terms of a limited liability company agreement. The parties agreed to expand the territories\ngranted for the Technology Portfolio under the license to AAC to include the entire continental United States, Canada and Europe. AAC\nwill issue 2,000,000 shares of common stock of AAC. AAC is strategically positioning its business and is seeking third parties to license,\nacquire, joint venture or enter such other strategic transaction with respect to the Technology Portfolio.\n\n \n\nOn June 30,\n2025 (the “Effective Date”), the Company entered into a Securities Purchase Agreement (the “SPA”) and executed\na Promissory Note (the “Note”), under which the Company has agreed to pay to Boot Capital LLC, a Delaware limited liability\ncompany, or its registered assigns (the “Holder”), the sum of $115,000 together with any interest as specified in the Note,\non or before April 30, 2026 (the “Maturity Date”). Interest will accrue on the unpaid principal balance from the Issue Date\nin accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted therein.\nIn the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the due date until\nfull payment is made. All payments due under the Note, to the extent not converted into the Company’s common stock (par value $0.001\nper share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing. Capitalized terms\nused herein, and not otherwise defined, shall have the meanings ascribed to them in the SPA dated the same date as this Note, under which\nthe Note was originally issued.\n\n \n\nIn a separate\ntransaction also dated June 30, 2025, the Company entered into another Securities Purchase Agreement (the “SPA”) and issued\nanother Promissory Note (the “Note”), under which the Company has agreed to pay to Vanquish Funding Group Inc., a Virginia\ncorporation, or its registered assigns (the “Holder”), the sum of $180,550 together with any interest as specified in the\nNote, on or before April 30, 2026 (the “Maturity Date 2”). Interest will accrue on the unpaid principal balance from the Issue\nDate in accordance with the terms outlined in the Note. The Note may not be prepaid in whole or in part, except as explicitly permitted\ntherein. In the event of any overdue principal or interest payments, a Default Interest rate of 22% per annum will apply from the due\ndate until full payment is made. All payments due under the Note, to the extent not converted into the Company’s common stock (par\nvalue $0.001 per share), shall be made in U.S. dollars. Payments will be made to such address as the Holder may designate in writing.\nCapitalized terms used herein, and not otherwise defined, shall have the meanings ascribed to them in the SPA dated the same date as this\nNote, under which the Note was originally issued.\n\n \n\nOn September 15, 2025, the Company entered into a Joint\nVenture and License Agreement with SGAustria Pte. Ltd., a Singaporean company with registered number UEN 200901830C (the “Austrianova”),\ncollectively referred to as the “Counterparties”, setting forth the principal terms of a Joint Venture and License Agreement\n(the “Agreement”). The Agreement sets forth the understanding of the Counterparties with respect to the formation of a new\ncompany, Klothonova Inc. (the “Klothonova”), and contribute the proprietary rights, know-how, resources and funding as described\nin the License Agreement.\n\n \n\nAustrianova is a cutting-edge Biotech company based\nin Singapore embracing leading world quality standards to produce cell-based products. Austrianova’s expertise and technologies\nare backed up by more than 50 international peer reviewed publications, as well as by contracts from leading pharmaceutical and biotech\ncompanies. Austrianova’s scientists are experts in cell biology, GMP-grade cell products and encapsulation of living cells. Austrianova\nhas developed a proprietary cell encapsulation technology to protect, isolate, store, and transport living cells, as well as oXering cell\nline development and GMP Manufacturing capabilities and expertise and it intends to contribute its intellectual property, know- how, and\nresources to Klothonova to achieve the purposes of the Agreement.\n\n \n\nAVAI will contribute all of the resources and capital\nrequired by Klothonova, Inc’s formation and operation for the next eighteen (18) months, not to exceed $1.5 million USD in capital\nand its resources in exchange for the common stock of Klothonova. AVAI will use its best efforts to assist in arranging additional funding\nas needed, as described in the Agreement, at no cost to Austrianova. The ownership of Klothonova shall be 50% AVAI and 50% Austrianova.\nThe Klothonova will be governed and operated pursuant to the terms of a limited liability company agreement.\n\n \n\nOn October 7, 2025, KLOTHONOVA LLC was registered\nas a limited liability company in the State of Nevada, United States, with ownership interests of 50% held by AVAI and 50% held by Austrianova,\nin accordance with the Joint Venture and License Agreement dated September 15, 2025.\n\n \n\n44\n\n \n\n \n\nOn November 1, 2025, the Company entered into a Joint\nVenture and License Agreement with SGAustria Pte. Ltd., a Singaporean company with registered number UEN 200901830C (the “Austrianova”),\ncollectively referred to as the “Parties”, setting forth the principal terms of a Joint Venture and License Agreement (the\n“Agreement”). The Agreement sets forth the understanding of the Parties with respect to the formation of a new Joint Venture\ncalled “Insulinova, Inc.” (the “Insulinova”), and contribute the proprietary rights, know-how, resources and funding\nas described in the License Agreement.\n\n \n\nAustrianova is a cutting-edge Biotech company based\nin Singapore embracing leading world quality standards to produce cell-based products. Austrianova’s expertise and technologies\nare backed up by more than 50 international peer reviewed publications, as well as by contracts from leading pharmaceutical and biotech\ncompanies. Austrianova’s scientists are experts in cell biology, GMP-grade cell products and encapsulation of living cells. Austrianova\nhas developed a proprietary cell encapsulation technology to protect, isolate, store, and transport living cells, as well as offering\ncell line development and GMP Manufacturing capabilities and expertise and it intends to contribute its intellectual property, know- how,\nand resources to Insulinova to achieve the purposes of the Agreement. AVAI will contribute all of the resources and capital required by\nInsulinova, Inc’s formation and operation for the next eighteen (18) months, not to exceed $1.5 million USD in capital and its resources\nin exchange for the common stock of Insulinova. AVAI will use its best efforts to assist in arranging additional funding as needed, as\ndescribed in the Agreement, at no cost to Austrianova. The ownership of Insulinova shall be 50% AVAI and 50% Austrianova. The Insulinova\nwill be governed and operated pursuant to the terms of a limited liability company agreement.\n\n \n\nOn November 11, 2025, INSULINOVA LLC was registered\nas a limited liability company in the State of Nevada, United States, with ownership interests of 50% held by AVAI and 50% held by Austrianova,\nin accordance with the Joint Venture and License Agreement dated November 1, 2025.\n\n \n\n**Note 11 – INCOME TAXES**\n\n \n\nThe Company provides for income taxes under ASC 740,\nAccounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax\nassets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and\nthe tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation\nallowance if, based on the weight of available evidence, it is more likely- than not that some or all of the deferred tax assets will\nnot be realized.\n\n \n\nIn assessing the need for a valuation allowance, management\nmust determine that there will be sufficient taxable income to allow for the realization of deferred tax assets. Based upon the historical\nand anticipated future income, management has determined that the deferred tax assets do not meet the more-likely-than-not threshold for\nrealizability. Accordingly, there is a full valuation allowance provided against the Company’s deferred tax assets as of March 31,\n2026, and 2025.\n\n \n\nA reconciliation of the provision for income taxes\ndetermined at the U.S. statutory rate at 21% to the Company’s effective income tax rate is as follows:\n\n \n\n \n \n\n**Year Ended**\n\n**March 31, 2026**\n\n \n**Rate %**\n \n \n\n**Year Ended**\n\n**March 31, 2025**\n\n \n**Rate %**\n\nPre-tax income (loss)\n \n(1,749,509)\n \n \n \n \n \n(1,142,115)\n \n \n \n\nComputed “expected” tax expense (benefit)\n \n(367,397)\n \n(21)\n%\n \n \n(239,844)\n \n(21)\n%\n\nChange in valuation allowance\n$\n367,397\n \n21\n%\n \n$\n239,844\n \n21\n%\n\nActual tax expense (benefit)\n \n-\n \n0.00\n%\n \n \n-\n \n0.00\n%\n\n \n\nThe Company had deferred tax assets as follows:\n\n \n\n \n \n**March 31, 2026**\n \n \n \n**March 31, 2025**\n \n\nNon-current deferred tax assets:\n \n \n \n \n \n \n \n\nNet operating loss carry forward\n$\n(5,868,019\n)\n \n$\n(4,118,510\n)\n\nTotal deferred tax assets\n \n(1,232,284\n)\n \n \n(864,887\n)\n\nValuation allowance\n$\n1,232,284\n \n \n$\n864,887\n \n\nNet deferred tax assets\n$\n-\n \n \n$\n-\n \n\n \n\n \n\n45\n\n \n\n \n\nAs of March 31, 2026, the Company has approximately\n$5,868,019 of net operating loss carryforwards available to reduce future taxable income. Future tax benefits which may arise as a result\nof these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly,\nthe Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.\n\n \n\nManagement has evaluated tax positions in accordance\nwith ASC 740 and has not identified any significant tax positions, other than those disclosed.\n\n \n\n**Note 12 – SUBSEQUENT EVENTS**\n\n \n\nIn accordance with ASC 855, “Subsequent Events”,\nthe Company has analyzed its operations subsequent to March 31, 2026, through the date these financial statements were issued, and has\ndetermined that the followings represent material subsequent events to disclose in these financial statements:\n\n \n\nOn April 9,\n2026, the Company entered into another Securities Purchase Agreement (the “SPA”) and issued another Promissory Note (the “Note”),\nunder which the Company has agreed to pay to Vanquish Funding Group Inc., a Virginia corporation, or its registered assigns (the “Holder”),\nthe sum of $202,215 together with any interest as specified in the Note, on or before January 30, 2027 (the “Maturity Date 2”).\nInterest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may\nnot be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments,\na Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to\nthe extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will\nbe made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the\nmeanings ascribed to them in the SPA dated the same date as this Note, under which the Note was originally issued.\n\n \n\nOn May 26, 2026,\nthe Company entered into another Securities Purchase Agreement (the “SPA”) and issued another Promissory Note (the “Note”),\nunder which the Company has agreed to pay to Vanquish Funding Group Inc., a Virginia corporation, or its registered assigns (the “Holder”),\nthe sum of $202,215 together with any interest as specified in the Note, on or before March 30, 2027 (the “Maturity Date 2”).\nInterest will accrue on the unpaid principal balance from the Issue Date in accordance with the terms outlined in the Note. The Note may\nnot be prepaid in whole or in part, except as explicitly permitted therein. In the event of any overdue principal or interest payments,\na Default Interest rate of 22% per annum will apply from the due date until full payment is made. All payments due under the Note, to\nthe extent not converted into the Company’s common stock (par value $0.001 per share), shall be made in U.S. dollars. Payments will\nbe made to such address as the Holder may designate in writing. Capitalized terms used herein, and not otherwise defined, shall have the\nmeanings ascribed to them in the SPA dated the same date as this Note, under which the Note was originally issued.\n\n \n\nOn May 18, 2026,\nAi-Nova Acquisition Corp LLC was dissolved pursuant to a Mutual Agreement entered into between the Company and Ainnova Tech Inc. In connection\ntherewith, the License Agreement dated November 8, 2024, effective November 11, 2024, was terminated in its entirety, and neither party\nhas any further rights or obligations thereunder. The parties also agreed to formally dissolve Ai-Nova Acquisition Corp. in accordance\nwith the laws of the State of Nevada.\n\n \n\n46"}