Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-looking Information

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "we believe," "we intend," "may," "should," "will," "could" and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.

Examples of forward-looking statements include:

	·	the timing of the development of future products;
	·	projections of costs, revenue, earnings, capital structure and other financial items;
	·	statements of our plans and objectives;
	·	statements regarding the capabilities of our business operations;
	·	statements regarding our sales pipeline, potential contract values and timing of future customer agreements;
	·	statements of expected future economic performance;
	·	statements regarding competition in our market; and
	·	assumptions underlying statements regarding us or our business.

The ultimate correctness of these forward-looking statements depends upon several known and unknown risks and events. We discuss our known material risks under Part I Item 1.A "Risk Factors" in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 25, 2026. Many factors could cause our actual results to differ materially from the forward-looking statements. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

We caution you that actual outcomes and results may differ materially from what is expressed, implied, or forecast by our forward-looking statements. The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

Overview

We are an early-stage company that operates as a container sales and leasing company and supplies GenFlat's patented sustainable collapsible marine container (the "GenFlat Container") primarily to shipping line customers under a variety of short and long-term lease structures. The GenFlat Container can collapse when emptied and stacked in bundles of four collapsed containers that take the same space as one conventional high cube marine container. When GenFlat Containers are stacked 4-to-1, they can save up to 75% on: 1) freight costs, terminal handling fees, transloading fees, and other fees; 2) carbon emitted by ocean vessels, trucks, and trains by reducing the number of trips necessary; and 3) space required at ports, container yards, and distribution centers.

Manufacturing and marketing of the GenFlat Containers commenced in September 2023. The GenFlat Containers are manufactured by China International Mariner Containers ("CIMC") in Dalian, China. Also, on August 17, 2026, the Company contracted with SEA BOX, Inc. ("SEA BOX"), a U.S.-based manufacturer and supplier of shipping and storage containers, to manufacture a Twenty-Foot Equivalent Unit ("TEU") collapsible container prototype for marketing to the United States military.

Commencement of Commercial Operations

We commenced commercial operations in May 2024 but have recognized minimal revenue to date. Presently, our commercial operations consist of one rental agreement and two equipment lease agreements to provide GenFlat Containers to a total of three customers, including one agreement entered into in August 2025 and one agreement entered into in September 2025. The lease agreements demonstrate commercial acceptance of our GenFlat Container. Our Company is also in various stages of evaluation with potential customers to lease GenFlat Containers, including shipping lines, retailers, logistics companies, and the United States military.

For the three months ended September 30, 2026, and 2025, we generated revenue from our operations of $0 and $6,120, and our net losses from operations were $1,829,051 and $500,414, respectively.

Components of Results of Operations

Revenue

Revenue is from fees charged for rental and lease of collapsible marine shipping containers.

Cost of Revenue

Cost of revenue include depreciation expense on rental inventory, freight and transportation costs to move collapsible marine shipping containers.

General and Administrative Expenses

General and administrative expenses include all corporate and administrative functions that support our Company, including personnel-related expense; costs related to investor relations activities; professional fees; consulting and marketing and advertising-related expenses.

Research and Development Costs

These expenses are substantially related to our engineering, consulting and research and development activity.

Other Income/Expenses, Net

Other income/expenses include non-operating income and expenses, including interest income and expense.

Results of Operations

For the Three Months ended September 30, 2026, compared to the Three Months ended September 30, 2025

The following discussion compares operating data for the three months ended September 30, 2026, to the data for the three months ended September 30, 2025:

		Three Months Ended September 30,
		2026				2025				$ Change				% Change
Revenue		$	-			$	6,120			$	(6,120	)			100%
Cost of revenue			36,812				21,070				15,742				75%
Gross Profit			(36,812	)			(14,950	)			(21,862	)			146%
Research and Development			33,441				-				33,441				100%
General and administrative			1,758,798				485,464				1,273,334				262%
Total operating expenses			1,792,239				485,464				1,306,775				269%
Loss from operations		$	(1,829,051	)		$	(500,414	)		$	1,328,637				266%

Revenue

Revenue was $0 for the three months ended September 30, 2026, as compared to $6,120 for 2025, a decrease of $6,120.

Cost of revenue

Cost of revenue was $36,812 for the three months ended September 30, 2026, as compared to $21,070 for 2025, an increase of $15,742. The cost of revenue for the three months ended September 30, 2026, primarily related to $34,812 of depreciation expense of rental inventory, and $2,000 transportation expenses of the Company's collapsible marine container. The cost of revenue for the three months ended September 30, 2025, primarily related to $18,704 of depreciation expense of rental inventory, and $2,365 transportation expenses of the Company's collapsible marine container.

Research and Development Expenses

Research and development expenses were $33,441 for the three months ended September 30, 2026, as compared to $0 for 2025, an increase of $33,441, which was the result of increased engineering, consulting and research and development activity of the Company's collapsible marine containers.

General and Administrative Expenses

General and administrative expenses for the three months ended September 30, 2026, were $1,758,798, compared to $485,464 for 2025, an increase of $1,273,334, which primarily related to an increase in stock-based compensation expense of $806,889 associated with advisor agreements executed during the three months ended September 30, 2026, increased payroll expense of $189,544 associated with increased employee headcount compared to the prior comparable period, an increase of $73,294 in professional, advisory and consulting fees, a $71,024 increase in travel costs, and $57,250 of director fees related to board of directors payments in the current period ended September 30, 2026.

Cash Flows

The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended September 30, 2026, and 2025:

		Three months ended September 30,
		2026				2025
Cash flows used in operating activities		$	(1,524,538	)		$	(228,319	)
Cash flows used in investing activities			-				-
Cash flows (used in) provided by financing activities			(100,000	)			210,000
Net change in cash		$	(1,624,538	)		$	(18,319	)

Operating Activities

Cash used in operating activities is primarily the result of our operating losses, reduced by the impact of non-cash expenses, including non-cash depreciation and amortization expenses, and changes in the asset and liability accounts.

Net cash used in operating activities for the three months ended September 30, 2026, was $1,524,538 versus net cash used in operating activities of $228,319 for the three months ended September 30, 2025, an increase of $1,296,219. The increase in net cash used in operating activities was primarily due to increased spending on deposits for the Company's inventory, increased payroll from new officers in the current period, and higher operating costs compared to the prior period.

We expect cash used in operating activities to fluctuate significantly in future periods because of a number of factors, some of which are outside of our control, including, among others: obtaining additional lease contracts and the success we achieve in generating revenue.

Investing Activities

There was no cash flow from investing activities during the three months ended September 30, 2026, and September 30, 2025.

Financing Activities

Net cash used in financing activities during the three months ended September 30, 2026, was $100,000 and consisted of repayment of notes payable.

Net cash provided by financing activities during the three months ended September 30, 2025, was $210,000 and consisted of proceeds from notes payable. During the three months ended September 30, 2025, the Company issued 16,667 shares pursuant to the conversion of $102,496 in notes payable and recognized a loss on settlement of $2,500.

Liquidity and Capital Resources

Our future expenditures and capital requirements will depend on numerous factors, including: the rate at which we can lease additional GenFlat containers to new and existing customers, the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; market acceptance of our products and competing products, and the rate at which we hire employees to support operations. We expect that we will incur approximately $330,000 of expenditures per month over the next 12 months.

As of September 30, 2026, we had cash of $839,178, and working capital of $2,311,575. We believe that our existing cash will not be sufficient to fund our present operations during the next 12 months and beyond. The Company's audited annual consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30, 2026, the Company had not yet achieved consistent profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has initiated a formal sales and marketing plan including direct email campaigns, industry events, and business to business digital advertising to generate sales. The Company also intends to raise funds through issuance of promissory notes and an equity offering to meet the capital requirements to manufacture its products. However, there is no assurance of additional funding being available through these plans or other sources.

On July 20, 2026, the Company awarded 330,000 restricted stock units to each of Garrett Hall and Matthew Albanese, respectively. The restricted stock units vest on July 20, 2026. The estimated fair value of the restricted stock units was $917,400, based on the stock price of $1.39 on July 20, 2026.

During the year ended June 30, 2026, the Company sold a total of 2,377,000 shares of common stock in exchange for net cash proceeds of $6,426,690. During the year ended June 30, 2026, the Company issued 43,667 shares sold for $262,000 during the year June 30, 2025, and was recorded as subscription payable on the consolidated balance sheet as of June 30, 2025. The Company also issued 16,666 shares for the settlement of liabilities of $102,496 during the year ended June 30, 2026. During the year ended June 30, 2026, the Company cancelled 10,000 shares of common stock that were issued in 2021 related to a prior merger agreement.

During the period ended September 30, 2025, the Company issued a total of 20,000 shares of its common stock for subscriptions paid for during the year ended June 30, 2025.

During the period ended September 30, 2025, the Company issued 16,667 shares pursuant to the settlement of $99,996 in notes payable and $4,311 of accrued interest.

Capital Expenditures

We do not have any contractual obligations for ongoing capital expenditures at this time. We do, however, purchase equipment necessary to conduct our operations on an as needed basis.

Contractual Obligations

As of September 30, 2026, there were no material changes in our contractual obligations from those disclosed in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 25, 2026, other than those appearing in the notes to the financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Critical Accounting Policies and Estimates

The Company considers its critical accounting policies and estimates to be as follows:

Revenue Recognition

The Company is principally engaged in the business of renting collapsible marine shipping containers. The Company's rental transactions are accounted for under ASC Topic 842, Leases, ("Topic 842"). Our revenue includes revenue generated from renting equipment to customers and is recognized on a straight-line basis over the length of the rental contract. As part of this straight-line methodology, when the equipment is returned, the Company recognizes as incremental revenue the excess, if any, between the amount the customer is contractually required to pay, which is based on the rental contract period applicable to the actual number of days the equipment was out on rent, over the cumulative amount of revenue recognized to date. In any given accounting period, the Company will have customers return equipment and be contractually required to pay more than the cumulative amount of revenue recognized to date under the straight-line methodology. Provisions for discounts, rebates to customers and other adjustments are provided for in the period the related revenue is recorded.

The Company's sale of rental and new equipment, parts and supplies to customers are recognized under ASC Topic 606, Revenue from Contracts with Customers, ("Topic 606"). The Company recognizes revenue in these transactions when it satisfies a performance obligation by transferring control over a product or service to a customer. These transactions typically contain a single performance obligation, and are recognized at a point in time. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for such products or services.

Rental Inventory

Rental inventory consists of collapsible marine shipping containers. Rental inventory is stated at cost, with an estimated useful life of 10 years. Generally, when rental equipment is acquired, the Company estimates the period that it will hold the asset, primarily based on historical measures of the amount of rental activity (e.g. equipment usage) and the targeted age of equipment at the time of disposal. The Company also estimates the residual value of the applicable rental equipment at the expected time of disposal. The residual value for rental equipment is affected by factors which include equipment age and amount of usage. Depreciation is recorded over the estimated holding period. Depreciation rates are reviewed on a quarterly basis based on management's ongoing assessment of present and estimated future market conditions, their effect on residual values at the time of disposal and the estimated holding periods. Market conditions for used equipment sales can also be affected by external factors such as the economy, natural disasters, fuel prices, supply of similar used equipment, the market price for similar new equipment and incentives offered by manufacturers of new equipment. These key factors are considered when estimating future residual values and assessing depreciation rates. As a result of this ongoing assessment, the Company makes periodic adjustments to depreciation rates of rental equipment in response to changed market conditions. We had an inventory impairment loss of $0 at September 30, 2026, and 2025, related to a decline in the expected net realizable value of the 40 foot containers.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") that are adopted by us as of the specified effective date.

There are no other recently issued accounting pronouncements that we have yet to adopt that are expected to have a material effect on our financial position, results of operations, or cash flows.