FinanceLooker

Excrept from filing document 2025-06-30

Certain statements in this report are forward looking statements Actual results could differ materially from those contemplated by the forward looking statements as a result of certain factors including those set forth in the section entitled Risk Factors in Item 2 of this report Since we are a development stage company as defined under Regulation S K Item 10 and have not generated revenues to date our business is subject to numerous contingencies and risk factors beyond our control including development risks competition from well funded competitors and its ability to manage growth
You should read this Report and the documents that we incorporate by reference in this Report completely and with the understanding that our actual future results may be materially different from what we expect We qualify all of our forward looking statements by these cautionary statements Except as required by applicable law we do not plan to publicly update or revise any forward looking statements contained herein whether as a result of any new information future events changed circumstances or otherwise
We were formed as a Colorado corporation on May 16 2024 At present we plan to secure licensing agreements for the sale of functional beverages with key industry players and acquire assets that complement our core business and drive growth We may also seek to obtain licensing agreements for products outside of the functional beverage market As of the date of this 10 K we were in the development stage and had one licensing agreement giving us the right to sell flavored water in France
The increasing preference for flavored healthy and functional drinks has been boosting the growth of the market across the globe Consumers are showing interest in exploring innovative beverages infused with fruits herbs other healthy ingredients The market witnessed rapid growth during the COVID 19 pandemic due to the increased health concerns which augmented the demand for flavored hydration products enriched with the benefits of minerals and vitamins especially among health conscious consumers with mid to high income levels
Consumers especially millennials and Gen Z in the developed economies such as the U S are spending more on flavored water The trend of zero calorie zero sugar and low carb content soft drinks is rising across the globe which is also boosting the market growth Citrus and berry flavors are gaining traction among consumers due to their refreshing tastes The natural flavors are gaining traction due to their health benefits and refreshing tastes
As a result producers have been launching beverages with such flavors that help improve physical and mental health Over the past few years consumer preference is shifting from sugary carbonated soft drinks to healthy drinks Moreover the continuous introduction of new flavors innovative packaging and incorporation of functional ingredients have helped in shaping and boosting the global market Companies are adding vitamins and minerals to their drinks to attract modern consumers
With the growing awareness regarding sustainability and the environment among consumers industry players are increasingly offering flavored waters in sustainable packaging Several brands offer their drinks in aluminum cans to appeal to environmentally conscious consumers Furthermore consumers are looking for drinks that are sourced and produced sustainably This trend has been creating growth opportunities for the market players
The supermarkets and hypermarkets segment have accounted for the largest revenue share and will grow further at a steady CAGR from 2023 to 2028 A large number of consumers prefer buying bottled water from supermarkets hypermarkets due to the shopping experience Services such as home delivery and click collect at several supermarkets have also been attracting consumers Walmart Carrefour Woolworths Magnit and Edeka are among the leading supermarket chains across the globe
Convenience stores are also a prominent distribution channel for the market With the growing number of convenience stores product sales through this distribution channel have been rising significantly over the years The online distribution channel segment is expected to register the fastest CAGR during the next three years The provision of competitive pricing and hassle free home delivery are driving the growth of this sales channel Furthermore the high penetration of the Internet across the globe is expected to boost product sales via online platforms over the coming years
The still not sparkling product segment is expected to register the fastest CAGR during forecast years The availability of a wide range of still water products that are enriched with minerals antioxidants vitamins and caffeine is estimated to boost the segment growth in the years to come Furthermore the perception about sparkling drinks that they cause low bone mineral density and tooth decay has been encouraging many consumers to shift towards still alternatives
North America accounted for the largest revenue share of flavored water in 2023 and will expand further at a steady CAGR from 2024 to 2028 due to the rising product consumption as a healthy alternative to other carbonated drinks Several popular brands such as bubbly AHA Talking Rain Nestlé Pure Life Perrier Schweppes and LaCroix offer a wide range of products in the region Thus the increased accessibility of the product has been boosting product adoption in the region
Europe holds a significant share of the global market Natural flavored and naturally carbonated waters with high levels of minerals make it more appealing to health conscious consumers The flavors added to the drinks are often obtained from natural fruit extracts The product sales are strong in several countries such as Germany the U K Italy Spain and France where the product is often served with meals in restaurants
Asia Pacific is estimated to be the fastest growing regional market from 2023 to 2028 Increasing consumer preference for the product coupled with the expansion of quick service and full service restaurants is likely to create a positive outlook for the market in the region The rising consumer awareness about the benefits of following a healthy lifestyle has fueled the demand for healthy foods and beverages which in turn will support the regional market growth
Furthermore the surge in disposable income of consumers has changed their food and beverage consumption patterns globally Consumers are highly inclined toward the consumption of healthy foods and beverages and limiting the intake of sugary drinks that have adverse health effects Many restaurants and bars have been serving the product resulting in an optimistic outlook for the growth of flavored water over the forecast period
In July 2024 we signed an agreement with Monarch Media which gave us the exclusive license to distribute CocoLove water in France CocoLove water manufactured by Monarch Media is a coconut flavored water and is 100 organic with no sugar added and no artificial flavors or colors added CocoLove water uses no plastic or tetra packaging and is in a can for upcycling and recycling purposes As of the date of this 10 K CocoLove water was available for sale in approximately 2 000 retail outlets in the United States We plan to buy CocoLove water from Monarch Media and Monarch Media will ship CocoLove water from its bottling plant to locations designated by us
We estimate we will be required to spend approximately 100 000 during the next twelve months to market and distribute CocoLove water in France We plan to initially target distributors and resellers due to our limited capital resources The use of distributers and resellers would limit our exposure to inventory and the cost of warehouse space
CocoLove water will compete with other coconut water companies and all categories of non alcoholic liquid refreshments The liquid refreshment markets are highly competitive and include international national regional and local producers and distributors All of our competitors have greater marketing and financial resources than we will have
We will need to obtain additional capital to implement our business plan from the sale of our securities through loans from third parties or from the sale of CocoLove water We do not know what the terms of any future capital raising may be but any future sale of our equity securities will dilute the ownership of our existing stockholders may be at prices substantially below the market price of our common stock and may cause the market price of common stock to decline should a market for our common stock develop in the future Our failure to obtain the capital which we require may result in the slower implementation of our business plan
The Company s license with Monarch Media to sell CocoLove water in France provides that Monarch Media may sell CocoLove water in France using its own sales channels with no obligation to compensate the Company Although to the Company s knowledge Monarch Media is not selling CocoLove water in France if Monarch Media later decides to sell CocoLove water in France Monarch Media s efforts at present may result in the Company s loss of sales
We do not have any experience operating in France and it may be costly to promote CocoLove water in France We face substantial risks associated with the sale of CocoLove water including economic or political instability in France fluctuations in foreign currency exchange rates restrictions on or costs relating to the repatriation of foreign profits to the U S including possible taxes or withholding obligations on any repatriations and tariffs or trade restrictions Also the distribution and sale of products outside of the U S are subject to risks relating to appropriate compliance with legal and regulatory requirements in local jurisdictions and potentially adverse tax consequences
We depend on the skills experience relationships and continued services of key personnel including our management team In addition our ability to achieve our operating goals also depends on our ability to recruit train and retain qualified individuals We compete with other companies both within and outside of our industry for talented personnel and we may lose key personnel or fail to attract and retain additional talented personnel Any such loss or failure could have a material adverse effect on our business financial condition results of operations and cash flows
The functional beverage product industry is highly competitive The principal areas of competition are pricing packaging distribution channel penetration development of new products and flavors and marketing campaigns Our products compete with a wide range of beverages produced by a relatively large number of manufacturers many of which have substantially greater financial marketing and distribution resources and name recognition than we do
The increasing number of competitive products and limited amount of shelf space including in coolers in retail stores may adversely impact our ability to gain or maintain our share of sales in the marketplace In addition certain actions of our competitors including unsubstantiated or misleading claims false advertising claims and tortious interference in our business as well as competitors selling misbranded products could impact our sales Competitive pressures in the functional beverage category as well as competition from the supplement category could impact our revenues cause price erosion or lower market share any of which could have a material adverse effect on our business financial condition results of operations and cash flows
We identified conditions and events that raise substantial doubt about our ability to continue as a going concern Primarily as a result of our expected continued future losses management has identified conditions and events that raise substantial doubt about our ability to continue as a going concern Our ability to continue as a going concern is contingent upon among other factors obtaining additional financing In addition in their report on our financial statements our independent public accounting firm has included an explanatory paragraph concerning our ability to continue as a going concern
Our Articles of Incorporation allows our Directors to issue shares of preferred stock without any vote or further action by our stockholders Joseph Henn as our sole director has the authority to fix and determine the relative rights and preferences of any preferred stock we may issue As a result Mr Henn could authorize the issuance of a series of preferred stock that would grant to holders multiple votes per share the preferred right to our assets upon liquidation the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares together with a premium prior to the redemption of our common stock The issuance of preferred stock with these rights may make the removal of management difficult even if the removal would be considered beneficial to shareholders generally and will have the effect of limiting shareholder participation in transactions such as mergers or tender offers if these transactions are not favored by our management
We have never paid cash dividends on our common stock We do not expect to pay cash dividends on our common stock at any time in the foreseeable future The future payment of dividends on our common stock directly depends upon our future earnings capital requirements financial requirements and other factors that our Directors will consider Since we do not anticipate paying cash dividends on our common stock return on your investment if any will depend solely on an increase if any in the value of our common stock
Trades of the Company s common stock should a market ever develop may be subject to Rule 15g 9 of the Securities and Exchange Commission which rule imposes certain requirements on broker dealers who sell securities subject to the rule to persons other than established customers and accredited investors For transactions covered by the rule brokers dealers must make a special suitability determination for purchasers of the securities and receive the purchaser s written agreement to the transaction prior to sale The Securities and Exchange Commission also has rules that regulate broker dealer practices in connection with transactions in penny stocks Penny stocks generally are equity securities with a price of less than 5 00 other than securities registered on certain national securities exchanges or quoted on the NASDAQ system provided that current price and volume information with respect to transactions in that security is provided by the exchange or system The penny stock rules require a broker dealer prior to a transaction in a penny stock not otherwise exempt from the rules to deliver a standardized risk disclosure document prepared by the Commission that provides information about penny stocks and the nature and level of risks in the penny stock market The broker dealer also must provide the customer with current bid and offer quotations for the penny stock the compensation of the broker dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer s account The bid and offer quotations and the broker dealer and salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer s confirmation
Further for a securities broker which will under certain circumstances sell securities which fall under any or all of the categories listed above the customer before the securities broker will accept the shares for deposit must often complete a questionnaire detailing how the customer acquired the shares provide the securities broker with an opinion of an attorney concerning the ability of the shares to be sold in the public market and pay a legal review fee which in some cases can exceed 1 000
As long as we remain an Emerging Growth Company we may take advantage of certain exemptions from various reporting and regulatory requirements that are applicable to other public companies that are not emerging growth companies We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions If some investors find our common stock less attractive as a result of any choices to reduce future disclosure there may be a less active trading market for our common stock and our stock price may be more volatile
We have not yet established or adopted policies and processes for assessing identifying and managing material risk from cybersecurity threats During the year ended June 30 2025 we have not identified an indication of a cybersecurity incident that would have a material impact on our business and consolidated financial statements
During the fiscal year ended June 30 2025 the Company sold 2 576 000 unregistered shares of common stock for gross cash proceeds of 55 100 During the fiscal year ended June 30 2025 the Company issued 200 000 unregistered shares of common stock in partial consideration for the License Agreement to sell CocoLove water in France The Company relied upon the exemptions provided by Section 4 a 2 of the Securities Act of 1933 and Rule 506 b and Regulation S of the Securities and Exchange Commission with respect to the sale and issuance of these shares The individuals who acquired these shares were sophisticated investors and were provided full information regarding the Company s business and operations There was no general solicitation in connection with the offer or sale of these securities The individuals who acquired these shares acquired them for their own accounts The certificates representing these shares will bear a restricted legend which provides they cannot be sold except pursuant to an effective registration statement or an exemption from registration No commission or other form of remuneration was given to any person in connection with the sale of these shares
We were formed as a Colorado corporation on May 16 2024 At present we plan to secure licensing agreements for the sale of functional beverages with key industry players and acquire assets that complement our core business and drive growth We may also seek to obtain licensing agreements for products outside of the functional beverage market As of the date of this 10 K we were in the development stage and had one licensing agreement giving us the right to sell flavored water in France
As of June 30 2025 we had cash of 8 816 which we obtained from the private sales of our common stock This compares with cash of 17 594 as at June 30 2024 Cash used in operating activities totaled 83 878 during the year ended June 30 2025 which was primarily used to fund operating expenses related to our business and Form S 1 registration statement Cash provided by financing activity was 75 100 during the year ended June 30 2025 related to funds raised in furtherance of our business plan We will be required to raise capital or take other measures to fund future development We expect to incur further losses as we are at the start up stage We do not have any firm commitments from any person to provide us with any capital
We have audited the accompanying balance sheets of Blue Line Holdings Inc the Company as of June 30 2025 and 2024 the related statements of operations stockholders equity deficit and cash flows for the year ended June 30 2025 and for the period from May 16 2024 date formation to June 30 2024 and the related notes collectively referred to as the financial statements In our opinion the financial statements present fairly in all material respects the financial position of the Company as of June 30 2025 and 2024 and the results of its operations and its cash flows for the year ended June 30 2025 and for the period from May 16 2024 date formation to June 30 2024 in conformity with accounting principles generally accepted in the United States
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern As discussed in Note 2 to the financial statements the Company s significant operating losses raise substantial doubt about its ability to continue as a going concern The financial statements do not include any adjustments that might result from the outcome of this uncertainty
These financial statements are the responsibility of the Company s management Our responsibility is to express an opinion on the Company s financial statements based on our audit We are a public accounting firm registered with the Public Company Accounting Oversight Board United States PCAOB and are required to be independent with respect to the Company in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audits in accordance with the standards of the PCAOB Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud The Company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting Accordingly we express no such opinion
Our audits included performing procedures to assess the risks of material misstatement of the financial statements whether due to error or fraud and performing procedures that respond to those risks Such procedures included examining on a test basis evidence regarding the amounts and disclosures in the financial statements Our audits also included evaluating the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the financial statements We believe that our audits provide a reasonable basis for our opinion
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that 1 relate to accounts or disclosures that are material to the financial statements and 2 involved our especially challenging subjective or complex judgments The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements taken as a whole and we are not by communicating the critical audit matter below providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates The critical audit matters are not required for audits of non accelerated filers Accordingly no critical audit matters were determined
As shown in the accompanying financial statements the Company has incurred cumulative operating losses since the date of formation May 16 2024 As of June 30 2025 the Company has limited financial resources with which to achieve its objectives and attain profitability and positive cash flows from operations As shown in the accompanying balance sheets the Company has an accumulated deficit of 115 006 as of June 30 2025 2024 8 881
The preparation of the financial statements in conformity with the GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods Actual results could materially differ from those estimates
Cash equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased The Company maintains its cash in bank deposit accounts which at times may exceed federally insured limits As of June 30 2025 the Company s cash position did not exceed federally insured limits
Accounting Standards Codification ASC 280 Segment Reporting requires public companies to report financial and descriptive information about their reportable operating segments The Company has one reportable operating segment the sale of flavored water The segment information aligns with how the Company s Chief Operating Decision Maker CODM reviews and manages the Company The Company s CODM is the Company s Chief Executive Officer
Financial information and annual operating plans and forecasts are prepared and reviewed by the CODM The CODM assesses performance for the sale of flavored water and decides how to better allocate resources based on operating results The Company s objective in making resource allocation decisions is to optimize the Company s financial results The accounting policies of its flavored water segment are the same as those described below
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates the functional currency The functional and reporting currency of the Company is the U S Dollar USD or All amounts in these financial statements are in USD unless otherwise stated
Transactions in currencies other than the entity s functional currency are recorded at the exchange rate prevailing at the dates of the transactions Monetary assets and liabilities are translated using the period end foreign exchange rate Non monetary assets and liabilities are translated using the historical rate All gains and losses on translation of these foreign currency transactions are included in the statements of operations
The Company records its property and equipment at historical cost The Company expenses maintenance and repairs as incurred Upon disposition of fixed assets the gross cost and accumulated depreciation are written off and the difference between the proceeds and the net book value is recorded as a gain or loss on sale of assets The Company depreciates its fixed assets over their respective estimated useful lives ranging from 3 three to fifteen years
The Company follows FASB Codification Topic 740 10 25 ASC 740 10 25 for recording the provision for income taxes Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled Deferred income tax expenses or benefits are based on the changes in the asset or liability each period If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods Deferred taxes are classified as current or non current depending on the classification of assets and liabilities to which they relate Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non current depending on the periods in which the temporary differences are expected to reverse
The Company records uncertain tax positions on the basis of a two step process in which 1 the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and 2 for those tax positions that meet the more likely than not recognition threshold the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority The Company is not aware of uncertain tax positions as of June 30 2025
When circumstances such as adverse market conditions indicate that the carrying value of a long lived asset may be impaired the Company performs an analysis to review the recoverability of the asset s carrying value which includes estimating the undiscounted cash flows excluding interest charges from the expected future operations of the asset These estimates consider factors such as expected future operating income operating trends and prospects as well as the effects of demand competition and other factors If the analysis indicates that the carrying value is not recoverable from future cash flows an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value Any impairment losses are recorded as operating expenses which reduce net income
The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability not on assumptions specific to the entity In addition the fair value of liabilities should include consideration of non performance risk including the party s own credit risk Fair value measurements do not include transaction costs A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement The fair value hierarchy is as follows
In accordance with ASC 842 Leases the Company determines whether an arrangement contains a lease at inception A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration For identified leases the Company determines whether it should be classified as an operating or finance lease Operating leases are recorded in the balance sheet as right of use asset ROU asset and operating lease liability ROU asset represents the Company s right to use an underlying asset for the lease term and lease liability represents the Company s obligation to make lease payments arising from the lease ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payments over the lease term The ROU asset also includes deferred rent liabilities If the Company s lease arrangement generally does not provide an implicit interest rate the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments The Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU asset and liability Lease expense for the operating lease is recognized on a straight line basis over the lease term The Company did not have any leases under ASC 842 as of June 30 2025
Accounting standards that have been issued or proposed by the Financial Accounting Standards Board FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition results of operations cash flows or disclosures
As of June 30 2025 the Company did not have an employment or severance agreement with its sole officer and director The Company paid the former sole officer and director 2 000 in management fees during the year ended June 30 2025 and did not accrue or pay the current sole officer and director any consideration during the year ended June 30 2025 During the year ended June 30 2025 the Company s former officer and director borrowed 2 500 from the Company which was payable on demand The loan was repaid during the year ended June 30 2025
The Preferred Stock may be issued from time to time in one or more series as determined by the Board of Directors The designations voting rights amounts of preference upon distribution of assets rates of dividends premiums of redemption conversion rights and other variations if any the qualifications limitations or restrictions thereof if any of the Preferred Stock and of each series thereof are fixed by the Board of Directors in a resolution or resolutions adopted by the Board of Directors providing for the issue of such series of Preferred Stock
Each holder of Common Stock is entitled to one vote per share for matters submitted to a vote and to receive dividends if and when declared however subject to any limitations contained in the designation of any series of the Preferred Stock Upon liquidation or winding down of the Company the holders of the Common Stock shall be entitled to receive all the remaining assets of the Company after distribution in full of the preferential amounts if any to be distributed to the holders of the Preferred Stock
As of June 30 2025 the Company had available federal net operating loss carry forwards to reduce future taxable income The amount available was approximately 24 151 for federal purposes with no expiration which are subject to an 80 limitation upon utilization Given the Company s history of net operating losses management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the net operating loss carry forwards Accordingly the Company has recognized a valuation allowance that offsets the deferred tax asset for this benefit The amount of the valuation allowance could be reduced in the near term if estimates of future benefits and taxable income based on subsequently available evidence can be deemed to be reliable in order to determine the likelihood of realizing the deferred tax asset The Company files income tax returns in the U S federal jurisdiction The Company is also subject to state filing requirements and files respective tax returns accordingly The tax return for the year 2025 remains subject to examinations but there are currently no ongoing exams
Under the supervision and with the participation of our management including our Chief Executive Officer our Principal Executive Officer and Principal Financial Officer we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a 15 e under the Securities Exchange Act of 1934 as amended the Exchange Act as of June 30 2025 Based on their evaluation our Chief Executive Officer concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded processed summarized and reported within the time periods specified in SEC rules and forms In addition due to its current size the Company currently does not have sufficient staff to maintain appropriate segregation of duties and the ability of management to override controls as it pertains to application and oversight of internal control processes Material weaknesses include lack of segregation of duties the ability of management to override controls and lack of formal written policies and procedures surrounding financial close and reporting
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting management recognizes that any controls and procedures no matter how well designed and operated can provide only reasonable assurance that the information required to be disclosed in reports filed or submitted pursuant to the Exchange Act is recorded processed summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to management including its Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure In addition the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constrains and that management is required to apply judgement in evaluating the benefits of possible controls and procedures relative to their costs
Mr Henn has been a securities broker since 1986 From November 2023 to July 2024 Mr Henn was a securities broker with Cova Capital Partners LLC From September 2019 to July 2023 Mr Henn was a securities broker with Paulson Investment Company LLC Mr Henn has been semi retired since July 2024 Mr Henn owns 5 100 000 shares of the Company s common stock after purchasing the shares from Anthony Kerrigone
Our Board of Directors does not have standing audit nominating or compensation committees committees performing similar functions or charters for such committees Instead the functions that might be delegated to such committees are carried out by our Board of Directors to the extent required Our Board of Directors believes that the cost of associated with such committees has not been justified under our current circumstances
On March 31 2025 Joseph C Henn was appointed as a director Chief Executive Officer Chief Financial and Accounting Officer and Secretary of the Company Following the appointment of Mr Henn as officer and director Anthony Kerrigone resigned as an officer and director of the Company Mr Kerrigone s resignation was not the result of any disagreement relating to the Company s operations policies or practices
As of June 30 2025 the Company did not have an employment or severance agreement with its sole officer and director Mr Henn has agreed to serve without compensation until the Company s financial condition improves During the year ended June 30 2025 we did not compensate any person for serving as a director
The Company paid Anthony Kerrigone the former sole officer and director 2 000 in management fees during the year ended June 30 2025 During the year ended June 30 2025 Anthony Kerrigone the Company s former officer and director borrowed 2 500 from the Company which was payable on demand The loan was repaid during the year ended June 30 2025
The following table shows the ownership as of June 30 2025 of those persons owning beneficially 5 or more of our common stock and the number and percentage of outstanding shares owned by each of our directors and officers and by all officers and directors as a group Each owner has sole voting and investment power over their shares of common stock
BCRG Certified Public Accountants has been engaged as the Company s independent registered public accounting firm since July 31 2024 and audited the Company s financial statements as of and for the fiscal year ended June 30 2025 and the period from formation on May 16 2024 to June 30 2024 The following table sets out the aggregate fees billed for the period and for the categories of fees described

Company Name	Blue Line Holdings, Inc. Vist SEC web-site
Category	BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS