20-F: RoyaLand Faces Going Concern Doubt Amidst Zero Revenue

The RoyaLand Company Ltd. reports substantial doubt about its ability to continue as a going concern, with zero revenue and significant accumulated deficits, despite progress in game development.

Summary

• The independent registered public accounting firm has expressed substantial doubt about the company's ability to continue as a going concern.
• The company reported zero revenue for the fiscal years ended June 30, 2025, and 2024.
• An accumulated deficit of $2,863,410 was recorded as of June 30, 2025, up from $2,089,387 in 2024.
• Cash and cash equivalents decreased to $226,782 as of June 30, 2025, from $261,476 in 2024.
• Net loss for the year ended June 30, 2025, was $774,023, an improvement from a net loss of $1,017,390 in 2024.
• Product research and development costs decreased by 32.9% to $277,364 in 2025.
• General and administrative expenses decreased by 17.1% to $497,231 in 2025.
• Management plans to fund operations through revenue, bank borrowings, and private/equity financing, but cannot assure success.
• The company is developing 'TheRoyal.Land,' a mobile-first massively multiplayer online role-playing game (MMORPG), and a pre-launch augmented reality (AR) companion application.
• Neosperience S.p.A. has completed the 'vertical slice' (pre-production playable beta version) of 'TheRoyal.Land' as of the report date (October 31, 2025).
• The full game, 'TheRoyal.Land,' is expected to be released within the next 24 months.

Sentiment

Score: 2

Explanation: The company faces severe financial distress, explicitly highlighted by the 'going concern' doubt from its auditor, zero revenue for two consecutive fiscal years, and a substantial accumulated deficit. Operational weaknesses, including 'very little progress' in game development since the last fiscal year and ineffective internal controls, further compound the negative outlook. While there are development plans and capital raising efforts, the current financial instability and high risks make the investment highly speculative with a strong likelihood of capital loss.

Positives

• Completion of the 'vertical slice' (pre-production playable beta version) for 'TheRoyal.Land' by Neosperience S.p.A. as of the report date.
• Planning for a pre-launch augmented reality (AR) companion application, which can be developed within 4-5 months at a fraction of the full game's cost, to build momentum and generate early revenues.
• Secured domains TheRoyaLand.online and TheRoyaLand.io, and completed website development for 'TheRoyal.Land'.
• Engaged in early discussions with media companies to develop 'myRoyal.World' media assets for various streaming platforms.
• Strategic collaboration with Emanuele Filiberto di Savoia (Prince of Italy) and seven other royal families to create a unique, historically inspired MMORPG experience.
• Net loss decreased by 23.9% to $774,023 in fiscal year 2025 compared to $1,017,390 in fiscal year 2024.
• Product research and development costs decreased by 32.9% to $277,364 in fiscal year 2025.
• General and administrative expenses decreased by 17.1% to $497,231 in fiscal year 2025.

Negatives

• The independent registered public accounting firm has expressed substantial doubt about the company's ability to continue as a going concern.
• Zero revenue was generated for the fiscal years ended June 30, 2025, and 2024.
• The company has an accumulated deficit of $2,863,410 as of June 30, 2025.
• Cash and cash equivalents are minimal at $226,782 as of June 30, 2025.
• The company noted 'very little progress in the development of our game since the fiscal year ended June 30, 2025' in its risk factors.
• Most executive officers are part-time independent contractors, which may lead to conflicts of interest and hinder business development and growth.
• Management concluded that the company's internal control over financial reporting was not effective as of June 30, 2025.
• The dual-class voting structure concentrates control with Class A shareholders (Emanuele Filiberto di Savoia controls approximately 62.2% of voting power), limiting the ability of Class B holders to influence corporate matters.
• There has been very little trading in Class B Common Shares, and an active and liquid market may fail to develop.

Risks

• Substantial doubt exists about the company's ability to continue as a going concern.
• Failure to consistently deliver popular, high-quality content in a timely manner could negatively impact the business.
• Inability to attract, retain, and motivate skilled personnel, including senior management who are mostly part-time independent contractors, could adversely affect business operations.
• Failure to properly manage anticipated growth could strain management and operational resources.
• The gaming industry is intensely competitive, with larger corporations possessing significantly greater financial and development resources.
• Demand for products and services may not develop as expected in a new and unproven market.
• Inability to keep pace with rapid technological and competitive changes could prevent the company from maintaining a competitive advantage.
• Reliance on third-party platforms (e.g., Apple App Store, Google Play Store, Decentraland) means platform providers can influence products and costs and are also direct competitors.
• Difficulty scaling and adapting existing IT infrastructure to accommodate a larger customer base or technological advances.
• Risks associated with using open-source software and reliance on third-party tools and technologies.
• Failure to adequately develop or protect intellectual property, or claims of infringement by others.
• Disruption to servers or software, or security breaches/cyberattacks, could lead to customer loss, reputational damage, and increased costs.
• Risks inherent in conducting business outside the U.S., including increased tariffs, exchange rate fluctuations, and compliance with diverse international regulations (e.g., China's game approval process, screen time limits).
• Results of operations or reputation may be harmed by objectionable consumeror third-party-created content within games or on social media.
• Demand for products and services could decline if general economic conditions worsen, as purchases are discretionary spending.
• Subject to evolving and complex data privacy governmental regulations (e.g., GDPR, CCPA), with potential for substantial penalties for non-compliance.
• Dependence on customers' continued and unimpeded access to the Internet and the development/maintenance of Internet infrastructure.
• Exposure to U.S. Foreign Corrupt Practices Act (FCPA) and other anti-corruption laws, with potential for civil or criminal penalties for violations.
• Adverse developments in the financial services industry (e.g., bank failures) could impair access to funding sources and credit arrangements.
• The dual-class voting structure concentrates voting control with Class A shareholders, limiting the ability of Class B holders to influence corporate matters and potentially affecting the trading market.
• An active and liquid market for Class B Common Shares may fail to develop, harming the market price.
• Future issuances of Class B Common Shares or convertible securities could cause the market price to decline and result in dilution.
• Future issuances of debt securities or preference shares could rank senior to Class B Common Shares upon bankruptcy or liquidation.
• Operating results and share price may fluctuate significantly, leading to potential loss of investment.
• Lack of research coverage or unfavorable research from securities or industry analysts could cause the trading price or volume to decline.
• No cash dividends are intended to be paid for the foreseeable future.
• Changes to taxation or the interpretation of tax laws could adversely impact results of operations and financial condition.
• U.S. persons owning at least 10% of common shares may be subject to adverse U.S. federal income tax consequences (e.g., Controlled Foreign Corporation rules).
• Difficulty may arise in enforcing judgments against the Bermuda company or its non-U.S. directors/officers.
• Bye-laws restrict shareholders from bringing legal action against officers and directors, except for fraud or dishonesty.
• Provisions in the bye-laws may discourage a change of control.
• Bermuda's economic substance legislation may affect operations.
• Difficulty in obtaining required work permits for employees in Bermuda.
• Loss of foreign private issuer status could result in significant additional costs and expenses.
• Risk of being classified as a Passive Foreign Investment Company (PFIC) for any taxable year, leading to adverse U.S. federal income tax consequences for U.S. investors.
• Ongoing public reporting requirements are less rigorous as an emerging growth company, potentially providing less information to shareholders.
• Certain major shareholders may have interests that differ from other shareholders.
• If Class B Common Shares become subject to penny stock rules, it would become more difficult to trade them.

Future Outlook

Management plans to fund operations through revenue generated from products, services, bank borrowings, and private placements and equity financing arrangements. The full game, TheRoyal.Land, is expected to be released within the next 24 months. A pre-launch augmented reality (AR) companion application is planned for development within 4 to 5 months to build momentum and generate revenue. The company is in early discussions with media companies to develop myRoyal.World media assets for streaming platforms.

Management Comments

• We believe that TheRoyal.Land will introduce the first historically inspired monarchy-based MMORPG, founded by the Prince of Italy and reinforced by the Royal Families.
• We believe that a mobile AR app is consistent with market trends towards a growing interest in historical gaming and growing demand for content that blends learning and entertainment.
• We believe that cultural tourism gamification is a growing market and AR location based mechanics of our planned app can promote exploration among a target audience in the 18 to 45 demographic who are tech savvy, global minded, interested in history and culture and value immersive learning and short form gameplay.
• We are confident we will continue to be able to raise additional capital through this process, though there are no assurances that we will be successful in obtaining such additional capital.
• Our management, including our Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.
• Our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s internal control over financial reporting as of June 30, 2025 was not effective.

Industry Context

The company operates at the nexus of several expanding markets: the overall video games market (projected $522.46 billion in 2025), mobile games (projected $126.06 billion in 2024, growing to $163.98 billion by 2030), online games (projected $29.48 billion in 2025, growing to $37.22 billion by 2030), and mobile augmented reality (AR) gaming (valued at $14.2 billion in 2024, projected to reach $141.7 billion by 2033). The company aims to capitalize on public interest in royal families, as reflected in popular media, and the growing demand for content blending learning and entertainment through cultural tourism gamification.

Comparison to Industry Standards

• Competitors include very large corporations with significantly greater financial, marketing, and product development resources.
• Larger competitors can leverage resources for bigger budgets, higher offers to licensors, and more aggressive pricing policies.
• The proliferation of companies developing for mobile platforms creates similar competitive risks.
• Examples of successful gamification tourism apps include Louvre x Nintendo, Historik App, and Unlocking Porto.
• Successful history-based AR mobile games include Assassin's Creed Discovery Tour and Civilization Series.
• Pokemon Go is cited as another very successful AR location-based mobile game.
• Neosperience's technology is designed to create realistic player characters and NPCs with a depth of character 'rarely seen in video games'.

Management Changes

Corporate Governance

Legal Proceedings

• The company is currently not a defendant to any material legal proceedings, investigations, or claims.

Related Party Transactions

• Daniel McClory (Executive Chairman and Director) and Alberto Libanori (Director) are associated with Boustead Securities, LLC, which acted as a placement agent for private placements, receiving success fees and warrants.
• Daniel McClory advanced $10,580 to the company for operating purposes as of June 30, 2025.
• Alberto Libanori advanced $1,241 to the company as of June 30, 2025, and receives $1,000 per year for his services as an independent director.
• Soheil Raissi (Chief Technology Officer) was issued 500,000 Class B Common Shares on August 7, 2025, to settle outstanding invoiced indebtedness and compensate for continuing service through December 31, 2025.
• Mike Gatto (Independent Director) was issued 100,000 Class B Common Shares on August 6, 2025, as compensation for joining the Board of Directors.
• The company has a related party transaction policy requiring approval or ratification by the board or a designated committee, considering commercial reasonableness and potential conflicts of interest.

Stakeholder Impact

• Shareholders (Class B) face significant dilution risk, limited influence due to the dual-class voting structure, lack of an active trading market, and no anticipated dividends.
• Shareholders (Class A) retain concentrated voting control, enabling them to significantly influence corporate matters and potentially deter change of control transactions.
• Employees and contractors' job security and the company's ability to attract talent are at risk due to the 'going concern' doubt and reliance on part-time executive contractors.
• Customers and players face uncertainty regarding the timely and successful launch of 'TheRoyal.Land' and its AR companion app, given development delays and financial instability.
• Creditors face heightened risk due to the company's 'going concern' doubt, minimal cash reserves, and accumulated deficit.

Next Steps

• Release the full game, 'TheRoyal.Land,' within the next 24 months.
• Develop a pre-launch augmented reality (AR) companion application within 4 to 5 months.
• Add additional internal resources to ensure the quality and timely delivery of 'TheRoyal.Land' and 'myRoyal.World' assets and experiences.
• Continue discussions with media companies to develop 'myRoyal.World' media assets for streaming platforms.
• Seek additional capital through private and/or public offerings.
• Address the identified ineffectiveness of internal control over financial reporting.

Key Dates

Recommendation

The company faces severe financial challenges, including an explicit 'going concern' doubt from its auditor, zero revenue for two consecutive fiscal years, and a substantial accumulated deficit. The admission of 'very little progress' in game development since the last fiscal year, coupled with ineffective internal controls, indicates significant operational and governance weaknesses. While there are plans for future game releases and capital raises, the current financial instability and high risks make the investment highly speculative with a strong likelihood of capital loss.

Keywords

MMORPG, Augmented Reality, Gaming, Mobile Games, Online Games, TheRoyal.Land, myRoyal.World, SEC Filing, Form 20-F, Financial Reporting, Bermuda Company, Going Concern, Equity Financing, Digital Avatars, Virtual Land, Royal Families, Neosperience, OTC Markets, Dual Class Shares, Intellectual Property, Cybersecurity, Data Privacy, Video Games Industry