SEC Filing ● Major ⚠ 9
MGNC: 10-K · periodic report
Mag Magna Corp's fiscal 2026 10-K shows a company transformed twice over: a shell that pivoted from poultry-farming consulting to rare earth minerals following a December 2025 change of control by Harpreet Sangha, who also holds a single Series X Preferred share carrying 66.67% voting power. The company acquired the Hicks Dome (Illinois) and Kingman (Arizona) exploration properties for $300,000 cash plus 2,000,000 shares, recognizing $1.9 million in mining assets — but has declared no mineral resources, conducted no exploration, and holds no permits.
The financial picture is dire: a $14.7 million net loss (driven by $13.3 million of stock issued to consultants instead of cash), just $158,325 in cash against a $1.63 million working capital deficit, and auditors' substantial doubt about going concern. Management concedes it lacks the capital to meet work-program commitments or even the $275,000 of remaining acquisition installments.
Funding so far has come from toxic convertible notes bearing 40%-discount conversion features and a $30 million equity purchase agreement with Monroe Street Capital that has not yet been drawn. Combined with a former auditor's abrupt resignation, 11.35 million shares issued for services, and failure of all Section 16 filers to file timely, this filing reads as a high-dilution, going-concern micro-cap story.
SEC 10-K • 19d ago