UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT DATED ~~DECEMBER~~MARCH 31, ~~2024~~2025, REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~six~~nine months ended ~~December~~March 31,. ~~2024~~2025

orOr

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 000-56528

T-REX Acquisition Corp. (Exact name of registrant as specified in its charter)

Nevada

26-1754034

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

151 N. Nob Hill Road Suite 402

Plantation, FL

33324-1708

(Address of principal executive offices)

(Zip Code)

(954) 960-7100

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☐

If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes No ☒

As of ~~February~~June 216, 2025, there were 1823,~~223~~131,~~953~~733 shares of the Registrant’s $0.0001 par value common stock issued and outstanding.

Securities registered under Section 12(g) of the Act:

Title of each class registered: Common

Common

T-REX ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(A Nevada Corporation)

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS	F-1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6
ITEM 4.	CONTROLS AND PROCEDURES	6
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	8
ITEM 1A.	RISK FACTORS	8
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	8
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	98
ITEM 4.	MINE SAFETY DISCLOSURES	98
ITEM 5.	OTHER INFORMATION	98
ITEM 6.	EXHIBITS	109

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

T-REX ACQUISITION CORP.

~~December~~March 31, ~~2024~~2025

Consolidated Balance Sheets		F-2
Consolidated Statements of Operations		F-3
Consolidated Statements of Stockholders’ Equity		F-45
Consolidated Statements of Cash Flows		F-54
Notes to the Consolidated Financial Statements		F-6

F-1

Table of Contents

T-REX ACQUISITION CORP.

T-REX ACQUISITION CORP.
CONSOLIDATED BALANCE SHEETS

	March 31, 2025			June 30, 2024
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	871		$	36
Accounts receivable, net		7,294			-
Bitcoin held		932			-
Prepaid consulting		69,182			152,213
Prepaid expense		36,496			-
					-
TOTAL CURRENT ASSETS		114,775			152,249

NON CURRENT ASSETS:
Plant and equipment, net		595,631			-
Intangible assets, net		210,000			-
Prepaid consulting		30,688			-
Other assets		77,069
TOTAL NON CURRENT ASSETS		913,388			-

TOTAL ASSETS	$	1,028,163		$	152,249

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	96,366		$	57,950
Due to related party- accrued compensation		541,405			664,430
Due to related party- advances		13,306			13,602
Note payable - unrelated parties (See Note. 13)		396,447			134,375
Interest payable - unrelated parties (See Note. 13)		12,388			4,961
Notes payable - related parties (See Note 11)		740,046			357,500
Interest payable - related parties (See Note 11)		18,564			12,043
Derivative liability		83,921			-
Deposit payable		-			15,000
TOTAL CURRENT LIABILITIES		1,902,443			1,259,861
NON-CURRENT LIABILITIES:
TOTAL NON-CURRENT LIABILITIES		-			-

TOTAL LIABILITIES		1,902,443			1,259,861

Commitments and Contingencies (Note 12)		-			-

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 0.0001 par value, authorized 350,000,000 shares and 23,131,733 and 18,223,953 issued and outstanding as of March 31, 2025, and June 30, 2024, respectively		2,313			1,822
Additional paid in capital		7,053,691			5,899,164
Stock subscription payable		216,444			15,200
Accumulated deficit		(8,146,728	)		(7,023,798	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(874,280	)		(1,107,612	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	1,028,163		$	152,249

CONSOLIDATED BALANCE SHEETS

	December 31, 2024			June 30, 2024
	(Unaudited)			(Restated)
ASSETS
CURRENT ASSETS:
Cash	$	144		$	36
Crypto currency held		-			-
Prepaid consulting - current		76,107			152,213
Prepaid expense		37,845			-
Other assets		110,069			-
TOTAL CURRENT ASSETS		224,165			152,249
TOTAL NON CURRENT ASSETS		-			-
TOTAL ASSETS	$	224,165		$	152,249
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	79,776		$	57,950
Due to related party- accrued compensation		795,954			664,430
Due to related party- advances		-			13,602
Notes payable- third parties		185,998			134,375
Interest payable- third parties		9,833			4,961
Notes payable - related parties		387,314			357,500
Interest payable - related parties		16,702			12,043
Derivative liability		85,374			-
Deposit payable		15,000			15,000
TOTAL CURRENT LIABILITIES		1,575,951			1,259,861
NON CURRENT LIABILITIES:
TOTAL NON CURRENT LIABILITIES		-			-
TOTAL LIABILITIES		1,575,951			1,259,861
Commitments and Contingencies (Note 9)	$	-		$	-
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 0.0001 par value, authorized 350,000,000 shares and 18,223,953 and 18,223,953 issued and outstanding as of December 31, 2024, and June 30, 2024, respectively		1,822			1,822
Additional paid in capital		5,959,439			5,899,164
Stock subscription payable		439,993			15,200
Accumulated deficit		(7,753,040	)		(7,023,798	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(1,351,786	)		(1,107,612	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	224,165		$	152,249

The accompanying footnotes are an integral part of these consolidated financial statements.

F-2

Table of Contents

T-REX ACQUISITION CORP. CONSOLIDATED STATEMENTS OF OPERATIONS for the three and nine months ended March 31, (Unaudited)

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended						Nine months ended
	2025			2024			2025			2024
REVENUE
Mining revenue	$	953		$	-		$	953		$	15,824
Hosting revenue		7,294			-			7,294
Realized gain (loss) on sale/exchange of bitcoin		(21	)		-			(21	)		-
Total revenues		8,226			-			8,226			15,824

Cost of goods sold
Depreciation		-			-			-			14,948
Hosting		-			-			-			14,162
Contract labor		5,150			-			5,150			-
Electricity		6,716			-			6,716			-
Total cost of goods sold		11,866			-			11,866			29,110

Gross Loss		(3,640	)		-			(3,640	)		(13,286	)

Expenses
Transfer agent and filing fees		8,178			2,696			31,054			25,226
Professional fees		16,950			17,626			69,453			58,402
Management and consulting fees		151,750			133,295			461,253			399,885
Share based compensation		54,279			65,858			203,995			272,572
Administration Fees		144,098			16,287			230,249			27,676
Total operating expenses		375,255			235,762			996,004			783,761

Loss from Operations		(378,895	)		(235,762	)		(999,644	)		(797,047	)

Other income (expense)
Interest expense		(16,246	)		(9,951	)		(39,365	)		(16,724	)
Gain (Loss) on derivative liabilities		1,453			-			(83,921	)		-
Total other income (expense)		(14,793	)		(9,951	)		(123,286	)		(16,724	)

Loss Before Income Taxes		(393,688	)		(245,713	)		(1,122,930	)		(813,771	)

Less: Provision for Income Taxes		-			-			-			-

Net Loss	$	(393,688	)	$	(245,713	)	$	(1,122,930	)	$	(813,771	)

Basic and Dilutive Net Loss Per Share	$	(0.02	)	$	(0.01	)	$	(0.06	)	$	(0.04	)

Basic and Dilutive - Weighted average number of common shares outstanding		21,075,694			18,223,953			19,160,656			18,223,953

for the three and six months ended December 31,

(Unaudited)

	Three months ended						Six months ended
	2024			2023			2024			2023
REVENUE
Mining revenue	$	-		$	2,912		$	-		$	15,824
Realized gain (loss) on sale/exchange of Bitcoin		-			-			-			-
Impairment of digital assets		-			-			-			-
Total revenues		-			2,912			-			15,824
Cost of goods sold
Depreciation		-			-			-			14,948
Hosting		-			6,943			-			14,162
Total cost of goods sold		-			6,943			-			29,110
Gross Profit (Loss)		-			(4,031	)		-			(13,286	)
Expenses
Transfer agent and filing fees		3,234			1,197			22,876			22,530
Professional fees		16,620			(2,224	)		52,503			40,776
Management and consulting fees		154,752			142,090			309,503			266,590
Share based compensation		74,858			65,857			149,716			206,714
Administration fees		70,724			8,362			86,151			11,389
Total operating expenses		320,188			215,282			620,749			547,999
Loss from Operations		(320,188	)		(219,313	)		(620,749	)		(561,285	)
Other income (expense)
Interest expense		(11,865	)		(4,879	)		(23,119	)		(6,773	)
Gain (loss) on derivative liabilities		(85,374	)		-			(85,374	)		-
Total other income (expense)		(97,239	)		(4,879	)		(108,493	)		(6,773	)
Loss Before Income Taxes		(417,427	)		(224,192	)		(729,242	)		(568,058	)
Less: Provision for Income Taxes		-			-			-			-
Net Loss	$	(417,427	)	$	(224,192	)	$	(729,242	)	$	(568,058	)
Basic and Dilutive Net Loss Per Share	$	(0.02	)	$	(0.01	)	$	(0.04	)	$	(0.03	)
Basic and dilutive - weighted average number of common shares outstanding		18,223,953			18,223,953			18,223,953			18,223,953

The accompanying footnotes are an integral part of these consolidated financial statements.

F-3

Table of Contents

T-REX ACQUISITION CORP. CONSOLIDATED STATEMENT OF CASH FLOWS for the nine months ended March 31,

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

	2025			2024
OPERATING ACTIVITIES
Net Loss	$	(1,122,930)		$	(813,771)
Adjustments to reconcile net loss to net cash used in operating activities
Share based Compensation expense		177,768			272,570
Cost of goods sold - depreciation expense		-			14,948
Capitalization of expenses		(93,173	)		-
Consulting services paid in shares		12,893			-
Compensation paid in form of Note payable		90,000			-
Loss (Gain) on derivative liability		83,921			-
Debt issuance costs - paid by share issuance		35,638			-
Debt issuance costs – Warrants issued		14,146			-
Debt issuance costs – Shares issued		136,399

Changes in assets and liabilities:
Change in Bitcoin Held		(932	)		-
Change in prepaid expense		(36,496	)		-
Change in other assets		(77,069	)		-
Change in accounts receivable		(7,294	)		-
Change in accounts payable and accrued expenses		45,066			17,629
Change in interest payable to third parties		9,083			1,129
Change in advances payable to related parties		16,622			6,000
Change in balances owed to related parties		209,679			-
Change in deposit payable		-			15,000
Net cash used in operating activities		(506,679	)		(486,495	)

INVESTING ACTIVITIES:
Purchase of Orofino Facility	$	(241,553	)		-
Purchase of Intangible asset		(10,000	)		-
Net cash used in investing activities		(251,553	)		-

FINANCING ACTIVITIES:
Shares issued for cash	$	400,000		$	-
Proceeds from related party		-			194,759
Proceeds from issuance of note payable - related parties		282,444			211,787
Proceeds from issuance of note payable - unrelated parties		76,623			56,053
Net cash provided by financing activities		759,067			462,599
NET INCREASE IN CASH		835			(23,896	)

CASH AT BEGINNING OF PERIOD	$	36		$	23,909

CASH AT END OF PERIOD	$	871		$	13

Supplemental Cashflow Information
Interest Paid	$	-		$	-
Taxes Paid	$	-		$	-

Supplemental Non-Cash Investing and Financing Activities
Purchase of intangible asset worth $210,000, of which $200,000 worth of shares issued and $10,000 paid in cash	$	200,000		$	-
Purchase of Orofino facility worth $500,980 through issuance of Note Payables to Seller of $267,555 and paid $240,075 in cash.	$	267,555		$	-
Shares issued to settle deposit payable	$	15,000		$	-
Shares issued for the obligation earlier booked	$	78,484		$	-
Share issued for redemption of warrants	$	242		$	-
Share issued for conversion of Note payable	$	79,875		$	-
Share issued to fulfil obligation of issuance of share	$	21,060		$	-
Share issued for settlement of Advisor fee payable	$	270,000		$	-
Share issued for settlement of board fee payable	$	63,000		$	-
Conversion of accrued Interest to Note Payable	$	11,257		$	-

as of December 31, 2024

	Common Stock at Par
	$0.0001						Additional			Stock
	Number of						Paid in			Subscription		Accumulated
	Shares			Amount			Capital			Payable		Deficit			TOTAL
Balance June 30, 2021		14,669,106		$	1,467		$	2,818,968		$	-	$	(2,866,559	)	$	(46,124	)
Shares issued for related party debt conversion		1,500,000			150			44,850								45,000
Share based expense for warrants issued					-			770,850								770,850
Shares issued for subscriptions		747,837			75			560,800								560,875
Shares issued for services		1,475,000			148			604,602								604,750
Shares issued for debt conversion		1,182,009			118			117,932								118,050
																-
Net loss		-			-			-					(1,294,198	)		(1,294,198	)
Balance June 30, 2022		19,573,952		$	1,958		$	4,918,002		$	-	$	(4,160,757	)	$	759,202
Shares surrendered		(1,900,000	)		(190	)		190								-
Shares issued for services		150,000			15			20,985								21,000
Shares issued for cash		400,001			40			299,961								300,001
Share based expense for warrants issued					-			483,145								483,145
Subscriptions received																-
																-
Net loss		-			-			-					(1,839,770	)		(1,839,770	)
Balance June 30, 2023		18,223,953		$	1,822		$	5,722,283		$	-	$	(6,000,527	)	$	(276,422	)
Share based expense for warrants issued		-			-			176,881								176,881
Note payable obligation to issue shares											15,200					15,200
																-
Net Loss		-			-			-					(1,023,271	)		(1,023,271	)
Balance June 30, 2024 (Restated)		18,223,953		$	1,822		$	5,899,164		$	15,200	$	(7,023,798	)	$	(1,107,612	)
Share based expense for warrants issued		-			-			110,138								110,138
Note payable obligation to issue shares											11,460					11,460
																-
Net loss		-			-			-					(311,815	)		(311,815	)
Balance September 30, 2024 (Unaudited)		18,223,953		$	1,822		$	6,009,302		$	26,660	$	(7,335,613	)	$	(1,297,829	)
Share based expense for warrants issued		-			-			30,137								30,137
Changes in prepaid consulting/share- based expenses								(80,000	)							(80,000	)
Obligation to issue shares for cash received											400,000					400,000
Obligation to issue shares for services											13,333					13,333
																-
Net loss		-			-			-					(417,427	)		(417,427	)
Balance December 31, 2024 (Unaudited)		18,223,953		$	1,822		$	5,959,439		$	439,993	$	(7,753,040	)	$	(1,351,786	)

The accompanying footnotes are an integral part of these consolidated financial statements.

F-4

Table of Contents

T-REX ACQUISITION CORP.

CONSOLIDATED STATEMENT OF ~~CASH~~SHAREHOLDERS’ ~~FLOWS~~EQUITY

~~for~~As ~~the~~of ~~six~~March ~~months ended December~~ 31, ~~2024~~2025

	2024			2023
	Common Stock at Par $0.0001
OPERATING ACTIVITIES
	Number of Shares			Amount			Additional Paid in Capital			Stock Subscription Payable			Accumulated Deficit			TOTAL
Net loss	$	(729,242	)	$	(568,058	)
Balance June 30, 2023		18,223,953		$	1,822		$	5,722,283		$	-		$	(6,000,527	)	$	(276,422	)
Adjustments to reconcile net loss to net cash used in operating activities
Share based expense for warrants issued		-			-			176,881									176,881
Share based expense for warrants issued		136,381			206,713
Note Payable obligation to issue shares											15,200						15,200
Cost of goods sold - depreciation expense		-			14,948
																	-
Loan costs - paid by share issuance		11,460			-
Net Loss		-			-			-						(1,023,271	)		(1,023,271	)
Share based expense for services rendered		13,333			-
Balance June 30, 2024		18,223,953		$	1,822		$	5,899,164		$	15,200		$	(7,023,798	)	$	(1,107,612	)
Loss (gain) on derivative liability		85,374			-
Share based expense for warrants issued		-			-			110,138									110,138
Changes in assets and liabilities:
Note Payable obligation to issue shares											11,460						11,460
Other assets		(110,069	)		-
																	-
Prepaid expense		(37,845	)		-
Net Loss		-			-			-						(311,815	)		(311,815	)
Accounts payable and accrued expenses		21,826			25,967
Balance September 30, 2024 (Unaudited)		18,223,953		$	1,822		$	6,009,302		$	26,660		$	(7,335,613	)	$	(1,297,829	)
Interest payable to third parties		4,872
Share based expense for warrants issued		-			-			30,137									30,137
Interest payable to related parties		4,659			-
Adjustment to prepaid consulting/share-based expenses								(80,000	)								(80,000	)
Due to related parties		131,524
Obligation to issue shares for cash received											400,000						400,000
Advances payable to related parties		(13,602	)		-
Obligation to issue shares for services											13,333						13,333
Deposit payable		-			15,000
																	-
Net cash used in operating activities	$	(481,329	)	$	(305,430	)
Net Loss		-			-			-						(417,427	)		(417,427	)
INVESTING ACTIVITIES:
Balance December 31, 2024 (Unaudited)		18,223,953		$	1,822		$	5,959,439		$	439,993		$	(7,753,040	)	$	(1,351,786	)
Purchase of Equipment	$	-		$	-
Shares issued for cash received in prior quarter		400,000			40			399,960			(400,000	)					-
Net cash used in investing activities	$	-		$	-
Shares issued for cash received in prior year and previously held as a deposit payable		20,000			2			14,998									15,000
FINANCING ACTIVITIES:
Shares issued as incentives to enter note payable agreements - unrelated parties		131,624			13			21,047			(17,060	)					4,000
Shares to be issued for cash	$	400,000		$	-
Shares issued as incentives to renew note payable agreements - unrelated parties		50,000			5			28,995			(4,000	)					25,000
Net change in related party debt		-			79,038
Shares issued as incentives to enter note payable agreements - related parties (obligation previously waived)		150,000			15			52,575			-						52,290
Proceeds from issuance of note payable - related parties		29,814			157,500
Shares issued as incentives to renew note payable agreements - related parties (obligation previously waived)		161,438			16			56,584			-						56,600
Proceeds from issuance of note payable - unrelated parties		51,623			46,185
Shares issued for redemption of Warrants		2,417,872			242			(242	)		-						-
Net cash provided by financing activities	$	481,437		$	282,723
Conversion of Note payable to shares		159,750			16			79,859			-						79,875
NET INCREASE IN CASH		108			(22,707	)
Shares issued for consulting services		1,417,096			142			424,235			(13,333	)					411,043
CASH AT BEGINNING OF PERIOD		36			23,909
Shares to be issued for purchase of Intangible Asset		-			-			-			200,000						200,000
CASH AT END OF PERIOD	$	144		$	1,202
Warrants issued as Noteholder incentives		-			-			16,241			-						16,241
Supplemental Cashflow Information
Obligation to issue shares for services provided											10,845						10,845
Interest paid	$	1,850		$	-
																	-
Taxes paid	$	-		$	-
Net Loss		-			-			-						(393,688	)		(393,688	)
Balance March 31, 2025 (Unaudited)		23,131,733		$	2,313			7,053,691		$	216,444		$	(8,146,728	)	$	(874,280	)

The accompanying footnotes are an integral part of these consolidated financial statements.

F-5

Table of Contents

T-REX ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~December~~March 31, ~~2024~~2025

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

~~In July 2021,~~ T-REX Acquisition Corp. (“T-REX” or the “Company”) ~~became~~was anincorporated ~~emerging technology company focused~~ on ~~various~~January ~~verticals~~16, ~~within~~2008, in the ~~cryptocurrency~~State ~~industry~~of ~~and~~Nevada. ~~related~~From ~~intangible~~inception ~~assets~~through ~~connected~~June to2012, ~~distributed ledger technologies. Through~~ the Company’s ~~wholly~~sought ~~owned~~various ~~operating~~business ~~subsidiary,~~combinations ~~Raptor~~including ~~Mining~~reverse ~~LLC,~~merger aopportunities ~~Florida~~and ~~Limited~~operated ~~Liability~~under ~~Company~~several ~~(“Raptor~~names ~~Mining”), the Company is engaged~~ in ~~cryptocurrency~~various ~~mining,~~unsuccessful ~~which~~lines ~~is the process~~ of ~~receiving~~business, ~~cryptocurrency~~at ~~rewards~~which ~~for~~point ~~securing~~it ~~particular~~became ~~distributed~~inactive. ~~ledger~~After ~~platforms. As~~a change of ~~June~~control ~~30,~~in ~~2024~~2012, wethe ~~had~~Company ~~two~~again ~~cryptocurrency~~attempted ~~mining~~several ~~locations,~~unsuccessful ~~however~~acquisitions. Finally, ~~since~~in ~~March~~July ~~2024~~2021, ~~our~~the ~~mining~~Company ~~operations~~pivoted ~~were~~its ~~paused~~strategy ~~because~~to ~~the~~become ~~contracts~~an ~~for~~emerging ~~the~~technology ~~two~~enterprise, ~~locations~~focusing ~~were~~on ~~terminated~~operations and ainvestments ~~new~~in ~~contract~~the ~~was~~cryptocurrency ~~entered~~sector, inparticularly ~~October~~those ~~2024~~related to ~~resume~~distributed ~~mining~~ledger attechnologies aand ~~single~~associated ~~location~~intangible ~~in Orofino, Idaho (see Note 9- Commitments & Contingencies)~~assets.

~~The~~On ~~Company’s~~June ~~initial~~1, ~~objective~~2022, is to secure a Bitcoin distribution ledger platform. Bitcoin (BTC) is a decentralized digital currency that operates without a central authority like a government or financial institution. It was created in 2009 by an anonymous person or group using the ~~pseudonym~~Company ~~Satoshi~~changed ~~Nakamoto.~~its ~~Bitcoin~~name ~~enables~~with ~~peer to peer transactions over a secure, decentralized network called~~ the ~~blockchain.~~Nevada ~~Bitcoin~~Secretary ~~was~~of ~~the~~State ~~first~~from ~~decentralized~~“TREX ~~digital~~Acquisition ~~currency that could be exchanged without a central controlling authority~~Corp. ~~Lowercase “bitcoin~~” ~~refers~~ to ~~the~~“T-REX ~~virtual~~Acquisition ~~asset (cryptocurrency) that is used to incentivize miners to maintain the protocol network named Bitcoin~~Corp. ~~The Company regularly researches other opportunities to secure additional distributed ledger systems and protocols.~~”

OnThe ~~February 17, 2022, the~~ Company ~~began~~is authorized to ~~receive~~issue ~~bitcoin~~350,000,000 ~~rewards~~shares ~~(or~~of ~~some~~common ~~fraction thereof from the Bitcoin network). The Company generates revenue Bitcoin rewards are earned~~stock, ~~with~~par ~~their~~ value ~~reported in United States Dollars (“USD”)~~$0.0001 ~~The~~per ~~Company does not retain Bitcoin in its accounts and typically converts it to USD or uses it for payments to third parties~~share.

~~Investing~~Business inFocus ~~our~~and ~~securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the risk factors discussed in Section 1A, “Risk Factors”.~~Strategy

~~Subsidiaries~~T-REX’s current strategic focus is securing and operating within the Bitcoin distributed ledger network, protocols, and infrastructure opportunities. Bitcoin (“BTC”) is a decentralized digital currency operating on a peer-to-peer network called the blockchain, which enables secure, trustless transactions without reliance on a central authority.

The Company isbegan aearning ~~holding~~Bitcoin ~~company,~~mining ~~which~~rewards ~~wholly~~on ~~owns~~February ~~the~~17, ~~following~~2022, ~~subsidiaries:~~recognizing ~~Raptor~~revenue ~~Mining~~based ~~LLC,~~on athe ~~Florida~~USD ~~limited~~value ~~liability~~of ~~company~~the ~~(“Raptor~~rewards ~~Mining”);~~received. ~~Megalodon~~T-REX ~~Mining~~does ~~and~~not ~~Electric,~~retain ~~LLC~~material aBitcoin ~~Florida~~balances ~~limited~~at ~~liability~~each ~~company~~period ~~(“Megalodon”);~~end and ~~TRXA~~generally ~~Merger~~converts ~~Sub,~~received ~~Inc~~BTC into U.,S. andollars ~~inactive~~or ~~Delaware~~uses ~~corporation~~it ~~(“Merger~~for ~~Sub”)~~payments to third parties.

~~Raptor Mining’s operations include the Company’s cryptocurrency mining operations and virtual asset acquisitions.~~ The ~~Company~~consolidated ~~formed~~entity ~~Megalodon~~is tocomprised ~~investigate~~of ~~and potentially pursue a cryptocurrency co~~T-~~location~~REX ~~business~~Acquisition ~~model~~Corp. ~~The cryptocurrency co-location business model is based on a company which has access to data centers~~ and ~~inexpensive~~its ~~cryptocurrency~~wholly ~~mining inputs, such as low-cost electricity supply, offering to host third-party~~ owned cryptocurrency mining equipment in exchange for a fee, which may consist of a mix of cash and cryptocurrency. As of the date of this Report, the Company is party to a Non-Binding Letter of Intent to acquire an established a co-location facility in Orofino, Idaho to consolidate its present mining operations and to expand into the co-location hosting market. There are no assurances that the Company will complete a purchase agreement for the Idaho facility or that we will be successful in consolidating our operations. (see Note 9- Commitments & Contingencies).subsidiaries:

·	TRXA Merger Sub, Inc. (“Merger Sub”)

·	Raptor Mining LLC (“Raptor”)

·	Megalodon Mining and Electric LLC (“Megalodon”)

·	Sabretooth Mining Containers LLC (“Sabretooth”)

·	Deinodon Mining Solutions LLC (“Deinodon”)

F-6

Table of Contents

Subsidiaries and Recent Developments

	·	TRXA Merger Sub, Inc.
		Formed as a Delaware corporation on March 13, 2020, to facilitate a potential acquisition of a Software-as-a-Service (SaaS) business. The subsidiary is currently inactive and has no operations or reportable assets or liabilities.

	·	Raptor Mining LLC
		Formed as a Florida corporation on July 9, 2021, conducts the Company’s primary cryptocurrency mining activities. Raptor validates blockchain transactions in exchange for mining rewards and also engages in the acquisition of virtual assets.

	·	Megalodon Mining and Electric LLC
		Formed as a Florida corporation on July 1, 2022, to evaluate and enter the cryptocurrency co-location market. On March 4, 2025, Megalodon acquired a data center and co-location facility in Orofino, Idaho, which hosts services to third-party miners in exchange for cash or cryptocurrency-based service fees.

	·	Sabretooth Mining Containers LLC
		Formed as a Florida corporation on February 7, 2025, to design and fabricate modular containers equipped with electrical and racking infrastructure to support off-site cryptocurrency mining operations.

	·	Deinodon Mining Solutions LLC
		Formed as a Florida corporation on March 29, 2025, to provide software and technical resources for cryptocurrency operations. On March 31, 2025, Deinodon acquired the assets, including proprietary software and technical knowhow of Baoblock, Inc. for $210,000, paid via the issuance of 600,000 restricted shares of common stock and $10,000 in cash. The seller, Baoblock, Inc., is owned by the Company’s Chief Technology Officer.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States if America of ("U.S. GAAP") as found in the Accounting Standards Codification ("ASC”), and the Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB") and are expressed in US Dollars. The interim consolidated financial statements should be read in conjunction with the notes contained herein as part of the Company's quarterly filing in its Form 10-Q filing under the Securities Exchange Commission (SEC).

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

F-67 Table of Contents

Restatement of Prior Year Audited Financial Statements

On June 30, 2024, our audited financial statements were restated for an omitted accrual in the amount of approximately $15,000 representing the Company’s obligation to settle note payable incentives in the form of stock. These findings pertain to amounts reported as stock subscriptions payable in the equity sections of the statements and the loan cost expense incurred. Refer to the statements and Note 10 ‘Notes Payable”.

Reclassification

Certain reclassifications have been made to prior periods to conform with the current reporting period. These reclassifications did not affect net income, total assets, liabilities or equity reported.

~~Determination~~Accounts ~~of Bad Debts~~receivable

~~The~~Accounts ~~Company’s~~receivable ~~policy~~balances isare tofor ~~analyze~~Hosting ~~the~~Revenue ~~collectability of Accounts~~ and ~~Notes~~are ~~Receivable~~reported onat atheir ~~monthly~~net ~~basis~~realizable tovalue. ~~determine~~Management ~~whether~~individually ~~any~~reviews ~~allowance~~all ~~for~~delinquent ~~doubtful~~ accounts isreceivable ~~necessary.~~balances ~~When~~based ~~there~~on isan aassessment ~~potential~~ of ~~non-collections~~current creditworthiness, anestimates ~~allowance~~the isportion ~~booked~~of aspotentially auncollectible ~~contra~~balances ~~account~~and towould ~~accounts~~indirectly ~~receivable~~write ~~with~~off ~~the~~these ~~offset~~balances. ~~for~~Management ~~the~~considers ~~entry~~a ~~being~~number ~~bad~~of ~~debt~~factors, ~~expense.~~including ~~When~~the ~~collections~~age ~~are~~of ~~deemed~~the ~~more~~receivables, ~~likely~~which ~~than~~is ~~not,~~often ~~the~~less ~~accounts~~than ~~receivable~~90 ~~amount~~days, iscurrent ~~directly~~economic ~~written~~conditions ~~off~~ and ~~incurred~~the asfinancial acondition ~~bad~~of ~~debt expense~~customers. ~~When~~The anpolicy ~~allowance~~ for ~~potential~~determining ~~non-collections~~past due status is ~~subsequently~~based ~~more~~on ~~likely~~the ~~than~~contractual ~~not~~payment ~~non-collectible,~~terms ~~the~~of ~~related~~each ~~allowance~~customer. isOnce ~~reduced,~~collection ~~and~~efforts by the ~~accounts~~Company ~~receivable~~are ~~balance~~exhausted, isthe determination for directly ~~written~~writing off uncollectible receivables is made.

In the quarter ended March 31, 2025, the Company assumed the operations of its Orofino co-location facility and had not yet implemented co-location agreements. The official co-location agreements will require customers to pay one month in advance for upcoming estimated power consumption. Co-location customers are permitted 7-10 business days to remit the next month’s usage payment in advance, making the maximum exposure for unpaid balances to be 7-10 days of co-location use. Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated non-collectible amounts. Any required allowance is based on specific analysis of past due accounts, if determined to be non-collectible, the accounts are directly written off as bad debt expense. There was no allowance for doubtful accounts on March 31, 2025, neither was there a direct write down of accounts receivable during the quarter ended March 31, 2025. There were no accounts receivable or sale for the year ended June 30, 2024; therefore, no allowance was applicable.

Principles of Consolidation

As of ~~December~~March 31, ~~2024~~2025, the accounts include those of the Company and its 100% owned subsidiaries, ~~T-REX~~ Merger Sub, Raptor, ~~Mining~~Sabretooth, ~~LLC~~Deinodon, ~~Megalodon Mining~~ and ~~Electric LLC~~Megalodon. All intercompany transactions and balances have been eliminated.

~~Use~~Business ~~of estimates~~segments

The ~~preparation~~Company ofuses ~~financial~~the ~~statements~~“management inapproach” ~~conformity~~to ~~with~~identify ~~generally~~its ~~accepted~~reportable ~~accounting~~segments. ~~principles~~This ~~requires~~approach ~~management~~is tobased ~~make~~on ~~estimates and assumptions that affect~~ the ~~reported~~internal ~~amounts~~organizational ofstructure ~~assets~~used ~~and~~by ~~liabilities~~management ~~and~~for ~~disclosure~~making ofoperational ~~contingent~~decisions ~~assets~~ and ~~liabilities~~assessing at the ~~date~~performance of the ~~financial~~business. ~~statements~~Under ~~and~~this approach, the ~~reported~~Company ~~amounts~~has ofdetermined ~~revenues~~that ~~and~~it ~~expenses~~operates ~~during~~through ~~the~~five ~~reporting~~reportable ~~period~~segments. ~~Significant~~Costs ~~estimates~~specifically ~~include~~identifiable ~~the~~to ~~estimated~~each ~~useful~~segment ~~lives~~are ofallocated ~~property~~to ~~and~~that ~~equipment.~~segment; ~~Actual~~all ~~results~~other ~~could~~costs ~~differ~~are ~~from~~allocated ~~those~~to ~~estimates~~the Holding segment.

~~Cash~~The ~~equivalents~~Holding segment, represented by T-REX Acquisition Corp., seeks business opportunities to sustain and expand operations. This segment serves as the primary source of financing for the Company, and all major corporate expenses are processed through it. The Mining segment (Raptor) includes the Company’s proprietary bitcoin mining operations and holds the mining-related assets and generates revenue through the receipt of Bitcoin rewards earned from mining activities. The Hosting segment (Megalodon) generates revenue by providing third-party hosting services at the Company’s Orofino facility. This segment holds the assets related to the facility and incurs all associated operational expenses. The Software Services segment (Deinodon) consists of the entity that focuses on operations and services that can be achieved with our state-of-the-art proprietary software platform for this industry. The Company plans to utilize this platform to support future business initiatives. The fifth segment Sabretooth, is focused on the design and fabrication of modular containers outfitted with electrical and racking infrastructure to support off-site cryptocurrency mining operations. This segment has not yet commenced operations.

~~The~~F-8 ~~Company~~Table ~~considers all highly liquid investments with a maturity~~ of ~~three months or less when purchased to be cash equivalents.~~Contents

Segmented Information- Statements of Operations
2025	Holding Segment		Mining Segment			Hosting Segment			Software Services Segment		Total
Revenue and other income
Mining revenue	$	-	$	932		$	-		$	-	$	932
Hosting revenue		-		-			8,315			-		8,315
Intersegment sales revenue		-		-			(1,021	)		-		(1,021	)
		-		932			7,294			-		8,226
Expenses
Cost of Sales	$	-	$	1,021		$	11,866		$	-	$	12,887
Transfer agent and filing fees		31,054		-			-			-		31,054
Professional fees		66,453		3,000			-			-		69,453
Management and Consulting fees		461,253		-			-			-		461,253
Share based compensation		203,995		-			-			-		203,995
Administration fees		219,112		8,123			3,014			-		230,249
Interest expense		36,044		-			3,321			-		39,365
Gain (loss) on derivative liabilities		83,921		-			-			-		83,921
Inter-segment expenses		-		(1,021	)		-			-		(1,021	)
Net income (loss) before income taxes	$	1,101,832	$	(10,191	)	$	(10,907	)	$	-	$	(1,122,930	)

Segmented Information- Balance Sheets
2025	Holding Segment			Mining Segment			Hosting Segment			Software Services Segment			Total
Total assets	$	1,000,215		$	89,998		$	768,462		$	210,000		$	2,068,676

Less: intersegment eliminations		(886,569	)		(55,664	)		(98,279	)		-			(1,040,512	)
Net assets	$	113,646		$	34,334		$	670,183		$	210,000		$	1,028,163

Total liabilities by segment:	$	1,299,315		$	655,293		$	778,347		$	210,000		$	2,942,955
														-
Less: intersegment eliminations		(153,943	)		(533,500	)		(143,069	)		(210,000	)		(1,040,512	)
Total liabilities	$	1,145,372		$	121,793		$	635,278		$	-		$	1,902,443

F-9

Table of Contents

Use of Estimates

The preparation of consolidated financial statements in conformity with 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

The most significant estimates made by management in the preparation of the financial statements relate to the estimates used to calculate the fair value of certain liabilities, the derivative liability, present value of note payable and any impairment and the net book value of long-lived assets. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from such estimates under different assumptions and conditions.

Cash and Cash Equivalents

Cash and cash equivalents include short-term, highly liquid investments, such as cash on account with commercial banks, certificates of deposit or money market funds that are readily convertible to known amounts of cash and have original maturities of three months or less. All cash balances are held by major banking institutions.

Prepaid Expenses

Prepaid Expenses are primarily governed by ASC 340-10-25 (Other Assets and Deferred Costs- Recognition.) In accordance with this standard, payments made by the Company in cash or other forms of consideration for goods or services not yet received are classified as prepaid expenses. The Company issued shares to directors and consultants as compensation for services to be performed over a defined period. The portion of this share-based compensation allocated to the future services is recorded as “Pre-paid Consulting” on the balance sheet. These transactions are valued using the service amount specified in the service provider’s invoice or contract, or at the Company’s stock price on the grant date, whichever is the better estimate for the value of service.

Allowance for Credit Losses

The Company estimates its allowance for credit losses using the Current Expected Credit Loss (CECL) model under ASC 326. The CECL model requires recognition of expected credit losses over the contractual life of financial assets held at the reporting date, considering historical experience, current conditions, and reasonable and supportable forecasts.

Financial assets subject to CECL include trade receivables. The Company groups financial assets based on shared risk characteristics and evaluates them collectively. The allowance is measured using a combination of historical loss rates, adjusted for current economic trends and forward-looking factors such as industry outlook and macroeconomic indicators (e.g., unemployment rate, GDP).

Under CECL, the carrying amount of a financial asset (net of the allowance for credit losses) represents the amount the Company expects to collect. This means that when the CECL estimate is appropriately recorded, the net reported balance of financial assets reflects management’s best estimate of collectible cash flows, based on available and supportable information.

Management reviews the adequacy of the allowance at each reporting period and updates estimates as appropriate. Changes in estimates are recorded in the income statement as a component of credit loss expense. The Company has considered the recent guidance and does not have receivables that would require this level of analysis in determining the net realizable balance of accounts receivable.

F-10

Table of Contents

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S.) GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs ~~that~~ are generally unobservable inputs and not corroborated by market data.

	Level 1		Level 2		Level 3		Total
Note Payable (related parties) – June 30, 2024	$	-	$	-	$	357,500	$	357,500
Assets
Notes Payable– June 30, 2024 third parties	$	-	$	-	$	134,375	$	134,375
Bitcoin held	$	932	$	-	$	-	$	932
Notes Payable (related parties) – December 31, 2024	$	-	$	-	$	387,314	$	387,314
	$	932	$	-	$	-	$	932
Note Payable– December 31, 2024- third parties	$	-	$	-	$	185,998	$	185,998
Liabilities
Derivative liability	$	-		-		83,921		-
Note payable (related parties)		-		-		740,046		740,046
Note Payable (unrelated parties)		-		-		396,447		396,447
	$	-		-	$	1,136,493	$	1,136,493
Fair Value Measurements as of June 30, 2024
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liability	$	-	$	-	$	-	$	-
Note Payable (related parties)		-		-		357,500		357,500
Note Payable (unrelated parties)		-		-		134,375		134,375
	$	-	$	-	$	491,875	$	491,875

F-711 Table of Contents

The Carrying amount of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon their present value determined from interest rates for debt obligations on ~~December~~March 31, ~~2024~~2025.

Assets and liabilities reported on the balance sheet approximate their fair value.

Derivative Financial Instruments

The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features (such as conversion features) that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. The Company had convertible notes with derivative liabilities ~~values determined as~~ of $8583,~~374~~921 and $0, on ~~December~~March 31, ~~2024~~2025, and June 30, 2024, respectively, principally due to its stock price and volatility.

Digital currencies - Bitcoin

The Company applies accounting for digital assets in accordance with the AICPA Practice Aid "Accounting for and Auditing of Digital Assets", the guide is dated as of June 30, 2022, and the SEC issued Staff Accounting Bulletin No. 121, which is effective for periods after June 15, 2022, which are the current nonauthoritative guidance for accounting for digital assets under U.S. generally accepted accounting principles (GAAP). The AICPA Practice Aid is non-authoritative guidance that represents the views of the Digital Assets Working Group and AICPA staff. There is currently no official pronouncement or authoritative guidance on accounting for digital assets and digital asset transactions. The Company held noapproximately $1,000 in digital assets onas ~~December~~of March 31~~. 2024~~, or2025, and held no digital assets at June 30, 2024. Under ASU No. 2023-08, effective December 15, 2024, with early adoption permitted, companies are required to mark bitcoin and similar digital assets to market at each period and eliminate the need for impairment testing. This guidance ensures that bitcoin holdings are recorded at fair market value, reflecting any unrealized gains or losses at the end of each period. The Company adopted this new accounting standard early, as of the quarter ending June 30, 2024, to enhance the transparency and accuracy of its financial reporting. The reward for a bitcoin miner changes roughly every four years, or after every 210,000 blocks are mined and gets reduced by half each time; this whole process is called bitcoin halving. The last halving occurred on April ~~May 11~~20, ~~2020~~2024, and reduced the reward per block to 63.25125 BTC.

Plant and equipment - Crypto-currency machines

The rate at which the Company generates digital assets and, therefore, consumes the economic benefits of its transaction verification servers are influenced by a number of factors, including the following:

·☐ the complexity of the transaction verification process, which is driven by the algorithms contained within the ~~bitcoin~~(blockchain) Bitcoin open-source software. ·☐ the general availability of appropriate computer processing capacity on a global basis (commonly referred to in the industry as the blockchain’s total hash rate) ·☐ technological obsolescence reflecting rapid development in the transaction verification server industry such that more recently developed hardware is more economically efficient to run in terms of digital assets generated as a function of operating costs, primarily power costs i.e., the speed of hardware evolution in the industry is such that later hardware models generally have faster processing capacity combined with lower operating costs and a lower cost of purchase.

The Company operates in an emerging industry for which limited data is available to make estimates on the useful economic lives of specialized mining equipment. The equipment could become obsolete within less time than other equipment due to it being specialized, new technology still being developed and improved. Plant and equipment, which ~~represent~~includes mining equipment, are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Prior to the fiscal year June 30, 2023, management determined the expected useful life of mining machines as 7 years. During the fiscal year ended June 30, 2024, management reassessed that the mining machines’ useful life to 1-year rather than 7 years, consistent with industry research and publications on bitcoin machines at the time of assessment. The change in the estimated useful life was accounted for prospectively by updating the accumulated depreciation and incurring the related depreciation expense in the fiscal year ended June 30, 2024. Management’s assessment takes into consideration the availability of historical data and management's expectations regarding the direction of the industry, including potential changes in technology. Management will review this estimate annually and will revise such estimates as and when data becomes available.

FIn March 2025, Megalodon consummated the purchase of a co-8location ~~Table~~data center located in Orofino, Idaho, pursuant to a previously executed letter of ~~Contents~~intent. The closing purchase consideration paid at closing was approximately $500,000. Prior to the closing, the Company commenced operations at the facility in October 2024 to incentivize the seller to maintain the terms of the letter of intent. Costs incurred during this pre-acquisition operating period totaled approximately $93,173, which were capitalized and allocated to the respective components of the acquired property, plant and equipment, in accordance with applicable accounting guidance.

~~Management reviews long~~F-~~lived~~12 ~~assets~~Table for impairment whenever events or changes in circumstances indicate that the carrying value may not be realizable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset's carrying value to determine if an adjustment for impairment is necessary. The effect of ~~any impairment would be to expense the difference between the fair value of such asset and it’s carrying value.~~Contents

Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be realizable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset's carrying value to determine if an adjustment for impairment is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value.

Revenue recognition

The Company recognizes revenue ~~under~~in accordance with ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company applies the following five-step ~~steps~~model ~~are~~to ~~applied~~all torevenue ~~achieve~~streams ~~that~~within ~~core~~the ~~principle~~scope of ASC 606:

~~· Step~~ 1:. Identify the contract with ~~the~~a customer ~~· Step~~ 2:. Identify the performance obligations in the contract ~~· Step~~ 3:. Determine the transaction price ~~· Step~~ 4:. Allocate the transaction price to the performance obligations ~~in the contract · Step~~ 5:. Recognize revenue when ~~the~~(or ~~Company~~as) ~~satisfies~~the a performance ~~obligation~~obligations are satisfied

The ~~transaction~~Company ~~price~~derives isrevenue ~~the~~from ~~amount~~two ofprimary ~~consideration~~sources: to(i) ~~which~~cryptocurrency anmining ~~entity~~activities ~~expects~~and to(ii) beco-location ~~entitled~~hosting ~~in exchange for transferring promised goods or~~ services ~~to a customer~~.

~~The~~Cryptocurrency ~~consideration~~Mining ~~promised in a contract with a customer may include fixed amounts, variable amounts, or both.~~Revenue

·The ~~When~~Company ~~determining~~earns revenue by successfully validating transactions and adding blocks to the ~~transaction~~Bitcoin ~~price~~blockchain network. In return, anthe ~~entity~~Company ~~must~~receives ~~consider~~consideration in the ~~effects~~form of ~~all~~cryptocurrency of(i.e., ~~the~~newly ~~following:~~minted ·Bitcoin ~~Variable~~and ~~consideration~~transaction ·fees). ~~Constraining~~Although ~~estimates~~these ofrewards ~~variable~~do ~~consideration~~not ·arise ~~The~~from ~~existence~~a ofcontract with a ~~significant~~customer, ~~financing~~the ~~component~~Company inapplies the ~~contract~~guidance ·in ~~Noncash~~ASC ~~consideration~~606 ·by ~~Consideration~~analogy, ~~payable~~as topermitted aby ~~customer~~ASC 610-20, and in accordance with PCAOB Staff Guidance on nontraditional revenue sources.

~~Crypto~~Revenue ~~asset transaction verification~~ is ~~the~~recognized ~~output generated from the Company's ordinary activities under its mining pool contract. The Company receives its consideration as a bitcoin reward, which the Company measures~~ at ~~fair value on the date awarded. Rewards are earned when the Company successfully places~~ a ~~block~~point ~~(by~~in ~~being the first to solve an algorithm). As a result~~time, ~~the~~specifically ~~Company~~upon ~~receives~~ confirmation ~~from the mining pool~~ of ~~the~~a mined block ~~placed~~ and ~~rewards~~receipt ~~earned. The Company uses the quoted price~~ of the ~~bitcoin~~reward atin ~~closing, on~~ the ~~date~~Company’s ~~the~~cryptocurrency ~~coin is mined to value its reward/s~~wallet. ~~Additionally,~~The ~~since~~amount ~~its early adoption~~ of ~~ASU~~revenue ~~NO.~~recognized ~~2023-08, the Company~~ is ~~permitted~~based toon ~~carry~~the ~~digital assets such as bitcoin at their~~ fair value. ~~The Company would recognize an unrealized gain or loss from the change~~ of the ~~fair~~cryptocurrency ~~value at each reporting period. If bitcoin is sold~~received, ~~the~~measured ~~Company~~using ~~would~~quoted ~~recognize~~market aprices ~~realized~~at ~~gain or loss for~~ the ~~difference~~time incontrol ~~the fair value prior to the sale and consideration exchanged for the bitcoin. There~~ is ~~no significant financing component in these transactions~~obtained. ~~Expenses~~Such ~~associated~~inputs ~~with running the digital currency mining business, such as rent, and electricity costs~~ are ~~also~~classified ~~recorded~~ as ~~cost~~Level of1 ~~revenue.~~within ~~Depreciation~~the onfair ~~digital~~value ~~currency~~hierarchy ~~mining~~under ~~equipment~~ASC isTopic ~~recorded~~820, asFair aValue ~~component of the cost of revenue~~Measurement.

FCo-9location ~~Table~~Hosting ~~of Contents~~Revenue

~~Fair~~The ~~value~~Company ofprovides ~~the~~co-location hosting services to third-party customers, primarily digital asset ~~award~~mining ~~received~~businesses, isthrough ~~determined~~the ~~using~~provision ~~the~~of ~~average~~physical Uspace and supporting infrastructure within its mining facility.S. ~~dollar~~These ~~spot~~services ~~rate~~generally ofinclude the ~~related~~allocation ~~digital~~of ~~currency~~rack onspace ~~the~~for ~~grant~~customer-owned ~~date~~mining equipment, delivery of electrical power, internet connectivity, facility cooling, physical security, and basic operational support such as equipment monitoring and maintenance. The Company’s facilities are designed to support the ~~reward~~high power and uptime requirements typical of cryptocurrency mining operations.

~~Expenses~~Revenue ~~associated~~from ~~with~~these ~~running~~services is recognized over time, as the ~~digital~~performance ~~currency~~obligation ~~mining~~(continuous ~~business,~~hosting ~~such~~access) asis ~~rent,~~satisfied. ~~and~~Customers ~~electricity~~typically ~~cost~~prepay a fixed estimated fee at the beginning of each month for that month’s services; charge adjustments and credits are ~~also~~applied ~~recorded~~at asthe ~~cost~~end of ~~revenues.~~each ~~Depreciation~~month based on ~~digital~~actual ~~currency~~charges. ~~mining~~The ~~equipment~~estimated fixed fee is ~~recorded~~determined based ason the amanufacturer’s ~~component~~stated ofpower ~~cost~~usage for each type of ~~revenues~~machine.

~~Additionally,~~F-13 inTable ~~its regular course~~ of ~~business the Company earns a gain or incurs a loss on the trade of bitcoin awarded.~~Contents

The Company applies the ASC 606 model as follows:

	·	Step 1: Contracts are established via written service agreements.

	·	Step 2: The primary performance obligation is continuous provision of hosting services.

	·	Step 3: The transaction price includes fixed service fees and estimated variable usage charges.

	·	Step 4: The full transaction price is allocated to the hosting service obligation.

	·	Step 5: Revenue is recognized ratably over time, using a time-based output method.

Software Development and Licensing Revenue

Through Deinodon, its subsidiary, the Company expects to generate revenue from the development and licensing of proprietary software used for the remote monitoring and management of physical operations, including real-time temperature tracking of hardware components, operational performance analytics, and predictive maintenance alerts.

Modular Infrastructure Sales

Through Sabretooth, its subsidiary, the Company expects to generate revenue through the design, fabrication, and sale of modular containers equipped with electrical and racking infrastructure to support off-site cryptocurrency mining operations.

Transaction Price Considerations

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.

When determining the transaction price, the Company considers the following elements as required by ASC 606-10-32:

	·	Variable Consideration: For hosting arrangements that include usage-based components (e.g., power), the Company estimates the variable consideration using the most likely amount method. Such amounts are included in the transaction price only to the extent that it is probable a significant revenue reversal will not occur.

	·	Constraining Estimates of Variable Consideration: The Company applies a constraint to variable amounts when uncertainty exists. For example, new or ramp-up contracts may have variable power consumption that cannot be reliably estimated at inception.

	·	Significant Financing Component: Not applicable. The Company does not offer extended payment terms or upfront payments that span more than one year. Accordingly, the Company has concluded that its contracts do not contain a significant financing component.

	·	Noncash Consideration: Revenue from cryptocurrency mining is received in the form of noncash consideration (i.e., Bitcoin), which is measured at fair value upon receipt, consistent with ASC 606-10-32-21. Noncash consideration is not typical in co-location contracts but would be accounted for in the same manner if applicable.

	·	Consideration Payable to a Customer: The Company does not offer consideration payable to customers, such as rebates or incentives. Co-location contracts are typically long-term, and any service credits are applied as reductions to future monthly charges. At contract termination, credits may be offset against final contract charges. Monthly billing estimates generally align closely with actual usage, resulting in minimal adjustments.

F-14

Table of Contents

Disaggregated Revenue Disclosure

The Company’s customers or sources of revenue generation were only in the United States during the period ended March 31, 2025. Below is a table of revenue by type:

	For period ended
Revenue Type	March 31, 2025		June 30, 2024

Mining Revenue	$	932	$	-
Hosting Revenue		7,294		-
Total Revenue	$	8,226	$	-

F-15

Table of Contents

Stock based compensation.

The Company accounts for stock-based compensation in accordance with ASC Section 718 Compensation – Stock Compensation. Under the fair value recognition provisions of ASC 718 stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expensed ratably over the requisite service period/vesting period.

The Company accounts for its non-employee stock-based compensation in accordance with Update 2018-07—Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.

Commitments and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Through the fiscal period ended June 30, 2024, the quarter ended ~~December~~March 31, ~~2024~~2025, and through the date of filing, there have been no intervening lawsuits, claims or judgments filed. Please refer to Note 912. Commitments and Contingencies

Related Party Disclosures

Under ASC 850 “Related Party Transactions” an entity or person is considered to be a “related party” if it has control, significant influence or is a key member of management personnel. A transaction is considered to be a related party transaction when there is a transfer of resources of obligations between related parties. The Company, in accordance with the standard ASC 850, presents disclosures about related party transactions and outstanding balances with related parties, see Note 811.

Earnings per Share

The Company computes earnings (loss) per share ("EPS") in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted EPS on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants or stock options and the conversion of instruments convertible to common stock. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

As of ~~June~~March 3031, ~~2024~~2025, and ~~December~~June 3130, 2024, there were outstanding warrants that could convert into 3,340,834 and 8,999,089 common stock shares, respectively and 10convertible notes that could be converted into 1,~~791~~225,~~970~~445 and 11,115,265 shares of common stock ~~shares~~on March 31, 2025, and June 30, 2024, respectively. At the end of both periods, the potentially dilutive shares were excluded because the effect would have been anti-dilutive.

~~Equipment~~F-16 Table of Contents

Equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of equipment is computed by the straight-line method over the assets estimated useful life. Upon the sale or retirement of equipment’s, the related cost, and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. Equipment consists solely of bitcoin miners used in the operation with estimated useful lives of 1 to 2 years. Equipment value is determined by the historical cost being depreciated over time to the net asset value, which is subject to impairment assessments performed at each reporting period. During the fiscal year ended June 30, 2024, there was a change in the estimated useful life from 7 years to 1. For the six months ended December 31, 2024, the Company had depreciation expense of $0. There was no net book value to report on December 31, 2024, as the mining equipment were fully depreciated in the quarter ended September 30, 2023.

F-10 Table of Contents

Income taxes

The Company ~~believes~~follows ~~there~~the ~~are~~liability nomethod of accounting for income taxes. ~~owed~~Under ~~from~~this ~~inception~~method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to ~~December~~differences ~~31,~~between ~~2024,~~the asfinancial itstatement ~~only~~carrying ~~incurred~~values ~~losses~~and their respective income tax basis (temporary or permanent differences). The effect on deferred income tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the enactment date.

FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes ~~are~~recognized ~~determined~~in ~~based~~the ~~upon~~financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the ~~liability~~position ~~method~~will be sustained upon examination, including resolutions of ~~accounting~~any ~~pursuant~~related matters. The Company has determined that it does not believe it has any material uncertain tax positions that require measurement The IRS requires all domestic corporations in existence for any part of the tax year to ~~ASC~~file ~~740-10-25~~an ~~Income~~income ~~Taxes~~tax –return ~~Recognition.~~whether ~~Under~~or ~~this~~not ~~approach,~~they ~~deferred~~have taxable income. ~~taxes~~The ~~are~~Company ~~recorded~~has tofiled ~~reflect~~its tax returns through the ~~tax~~fiscal ~~consequences~~year ended June 30, 2015, and is in ~~future~~the ~~years~~process of ~~differences~~filing ~~between~~the reaming returns t become current The Company incurred a loss for the ~~tax~~fiscal ~~basis~~years ofended ~~assets~~June ~~and~~30, ~~liabilities~~2024, and ~~their~~has ~~financial~~not ~~reporting~~filed ~~amounts~~tax atreturns ~~each~~for that year~~-end~~ or since its 2015 filings. AThe ~~valuation~~Company ~~allowance~~has isnot ~~recorded~~received ~~against~~any ~~deferred~~notifications ~~tax~~from ~~assets~~the ifIRS ~~management~~regarding ~~does~~filed ~~not~~or ~~believe~~unfiled returns. Reported tax benefits and valuation allowances are the Company’s ~~has~~best ~~met~~estimate ~~the~~of ~~“more~~its ~~likely~~tax ~~than~~positions and have not” ~~standard~~been ~~required~~reviewed by ~~ASC~~the ~~740-10-25-5~~taxing authority.

~~Deferred~~Our policy is to recognize interest and/or penalties related to income tax ~~amounts~~matters ~~reflect~~in ~~the~~income ~~net~~ tax ~~effects~~expense. ofWe ~~temporary~~had ~~differences~~no ~~between~~accrual ~~the~~for ~~carrying~~interest ~~amounts~~or ofpenalties ~~assets~~on ~~and~~our ~~liabilities~~consolidated ~~for~~balance ~~financial~~sheets ~~reporting~~at ~~purposes~~March 31, 2025, or June 30, 2024, and have not recognized interest and/or penalties in the ~~amounts~~consolidated ~~used~~statement of operations for ~~income~~the ~~tax~~period ~~reporting~~or ~~purposes~~year then ended.

AsWe ofare ~~December~~subject ~~31,~~to ~~2024,~~taxation weor ~~had~~reporting aby ~~net operating loss carry-forward of $7,753,040 and a deferred tax asset of $ $1,628,138 using~~ the ~~statutory rate of 21%~~U. ~~The deferred tax asset may be recognized in future periods, not to exceed 20 years~~S. ~~However,~~Federal ~~due~~authorities toand the ~~uncertainty~~state oftaxing ~~future~~authorities ~~events we have booked a valuation allowance~~ of $1Nevada,~~628,138.~~ ~~FASB~~Florida ~~ASC 740 prescribes a recognition threshold~~ and ~~measurement~~Idaho. ~~attributes~~The ~~for~~Company’s ~~the financial statement recognition and measurement of a~~ tax ~~position~~returns ~~taken~~remain orsubject ~~expected~~ to bepotential ~~taken~~examination inby athe tax ~~return.~~authorities ~~FASB~~within ~~ASC~~3 ~~740~~years ~~also~~from ~~provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As of June 30, 2024,~~ the ~~Company~~filing ~~had not taken any tax positions that would require disclosure under FASB ASC 740~~date.

	December 31, 2024			June 30, 2024
Deferred Tax Asset	$	1,628,138		$	1,471,718
Valuation Allowance		(1,628,138	)		(1,471,718	)
Deferred Tax Asset (Net)	$	-		$	-

F-17

Table of Contents

Due to changes in the Tax Reform Act of 1986 and the Tax Cut and Jobs Act of 2017, net operating loss carryforwards for Federal Income tax reporting purposes are subject to additional limitations. Should certain changes in ownership occur, our net operating loss carryforwards may be limited to use in future years. In addition, tax rates on corporations were reduced and certain other deductions limited. These changes may affect the income tax benefit calculation and related allowance during subsequent fiscal years. The IRS requires all domestic corporations in existence for any part of the tax year to file an income tax return whether or not they have taxable income. The Company incurred a loss for the fiscal year ended June 30, 2024, and for the quarter ended December 31, 2024. The Company is in the process of filing its prior year returns. Returns through June 30, 2015 have been filed to date.. The Company has not received any notifications from the IRS. The reported tax benefits and valuation allowances are the Company’s best estimate of its tax positions and have not been reviewed by any taxing authorities.

F-11 Table of Contents

Cash flows reporting

The Company ~~follows paragraph~~prepares ~~230-10-45-24~~its statements of ~~the FASB Accounting Standards Codification for~~ cash flows ~~reporting,~~in ~~classifies~~accordance ~~cash~~with ~~receipts and payments according to whether they stem from operating~~ASC-230, ~~investing,~~Statement ~~or financing activities and provides definitions~~ of ~~each~~Cash ~~category~~Flows, ~~and~~using ~~uses~~ the indirect ~~or reconciliation~~ method. ~~(“Indirect~~Cash ~~method”)~~Equivalents asinclude ~~defined~~investments, bywith ~~paragraph~~original ~~230-10-45-25~~maturities of ~~the~~three ~~FASB~~months ~~Accounting~~or ~~Standards~~less. ~~Codification~~Non-Cash toinvesting ~~report~~and ~~net~~financing ~~cash flows from operating~~ activities byare ~~adjusting~~disclosed ~~net~~separately ~~income~~in ~~(loss)~~the tosupplemental ~~reconcile~~section itof tothe ~~net~~ cash ~~flows~~flow ~~from~~statement. ~~operating~~Cash ~~activities~~receipts byfrom ~~removing~~cryptocurrency ~~the~~mining ~~effects~~rewards ofare ~~(a)~~classified ~~all~~as ~~deferrals of past~~ operating cash ~~receipts~~inflows. ~~and~~Cash ~~payments~~purchases ~~and~~of ~~all~~property ~~accruals~~and ofequipment ~~expected~~are ~~future~~classified ~~operating~~as ~~cash~~investing ~~receipts~~activities, ~~and~~while ~~payments~~proceeds ~~and~~from ~~(b)~~debt ~~all~~or ~~items~~equity ~~that~~financing are included in ~~net~~financing ~~income~~activities. ~~that~~Some dotransactions ~~not~~were ~~affect~~part ~~operating~~ cash ~~receipts~~ and ~~payments.~~part ~~The~~non-cash ~~Company separately provides information about investing~~ and ~~financing~~disclosed ~~activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification~~accordingly.

Advertising Costs

~~The~~Advertising ~~Company~~costs are expensed as incurred in accordance with ASC 720-35, Advertising Costs. These costs are included in selling, general and administrative expenses on the ~~cost~~consolidated statements of ~~advertising~~operations. Advertising expenses were $1,380 for nine months ended March 31, 2025, and ~~promotional~~$0 ~~materials~~for ~~when~~the ~~incurred.~~fiscal year ended June 30, 2024.

~~Par~~Equity/Shares ~~value of common stock~~Capital

~~During~~The ~~the~~Company ~~fiscal~~accounts ~~year~~for ~~ended~~equity ~~June~~transactions 30in accordance with ASC 505, ~~2022~~Equity. Common stock is recorded at par value, with the excess of proceeds over par value ofrecorded ~~common~~as ~~stock~~additional ~~was~~paid-in-capital. ~~previously~~Equity ~~reported~~issuance costs are charged directly to additional paid-in- capital. Shares issued for services received or non-cash consideration are measured at $the fair value of the equity instruments issued on the grant date or the fair value of the service received, whichever is more reliably measurable.~~001~~ ~~and~~The ~~was~~Company ~~adjusted~~is authorized to issue 350,000,000 shares of common stock at $0.0001 ~~resulting~~per inshare. anAs ~~adjustment~~of ~~from~~March ~~common~~31, ~~stock~~2025, toand ~~additional~~June ~~paid~~30, in2024, ~~capital~~23,131,733 ~~with~~and no18,223,953 ~~change~~shares toof ~~total~~common ~~equity~~stock are issued and outstanding.

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company evaluates subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer, considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

~~F-12~~Recent ~~Table~~Accounting ~~of Contents~~Pronouncements

Environmental Credits (Proposed Topic 818) - New guidance on how to account for environmental credits like carbon offsets and renewable energy certificates. Focus on consistent recognition, measurement, and disclosure. Still in proposal stage (comment period through April 2025). As no renewable energy sources are used for operations, we currently deem these credits are not applicable.

Disaggregation of Income Statement Expenses (ASU 2024-03) - Companies must break out major expense categories (e.g., labor, depreciation) in the notes to financial statements aimed at improving transparency. Effective for annual periods after Dec 15, 2026 (early adoption allowed). This is applicable to the Company but it’s not yet effective and the Company has not elected early adoption.

Income Tax Disclosure Improvements (ASU 2023-09) - Requires clearer details on income taxes paid (by federal, state, and foreign) and better breakdowns of rate reconciliations. Helps investors better understand a company’s tax situation. This standard applies to the Company but is not currently applicable to current period financials, as we have incurred losses and have no tax expense.

F-18

Table of Contents

NOTE 3 – GOING CONCERN

While the Company is attempting to generate revenues, the Company’s cash position ~~may~~is ~~not~~inadequate ~~be significant enough~~ to support daily operations. Management intends to raise additional funds by a private or public offering and further implement its business plan to generate additional revenues, however, there can be no assurances that it will be successful in doing do and there is substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan, generate revenues, and raise capital.

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4. ~~PREPAID~~ACCOUNTS ~~CONSULTING~~RECEIVABLE

~~The~~All ~~Company~~accounts ~~issued~~receivable ~~shares~~relate to ~~its~~hosting ~~directors and advisors for future services. The common shares are recorded as issued and outstanding at the time they are granted and issued~~revenue, ~~and~~below ~~the related share-based compensation expense~~ is incurred as services are performed. Compensation expense not incurred is accounted for as prepaid consulting expense. On June 12, 2022, the Company issued 1,000,000 shares of common stock to advisors and directors for future services. The shares were valued at $0.46 per share for a ~~total~~schedule ~~value~~ of ~~$456,639,~~accounts toreceivable bedisclosing ~~vested over a period of three years, for their future services. On January 1, 2023,~~ the ~~Company~~basis ~~issued 100,000 shares of the Company’s common stock to John Bennett, the then Chief Financial Officer~~ for ~~future services. The shares were valued at $0.14 per share for a total value of $14,000, to be vested over a period of 18 months. During~~ the ~~fiscal~~accrual ~~year~~and ~~ended June 30, 2024,~~ the ~~Company~~beginning expensed $140,857 of this amount, which resulted in a prepaid consulting balance of $152,213 For the six months ended December 31, 2024, the Company expensed $38,053, which resulted in a prepaid consulting balance of $76,107. balances:

F-13 Table of Contents

	For the period ended
Description	March 31, 2025		June 30, 2024
Accounts receivable - revenue recognized	$	8,226	$	-
Allowance for doubtful accounts		-		-
Total accounts receivable, net	$	8,226	$	-

~~NOTE~~There 5.was ~~OTHER~~no ~~ASSETS~~beginning accounts receivable balance on July 1, 2024.

~~During~~NOTE ~~the period, the Company made certain payments related to the acquisition and maintenance of its Orofino and Clearwater facilities, which are included in other assets~~5. ~~The~~PREPAID ~~details of these payments are as follows:~~CONSULTING

·The ~~Orofino~~Company ~~Facility:~~issued Arestricted ~~payment~~common ofstock ~~$33~~shares to its directors and advisors for future services,~~000~~ ~~was~~which shares ~~made~~are recorded as ~~part~~issued ofand outstanding at the ~~purchase~~time ~~price~~they are granted and issued, and the related share-based compensation expense is incurred as services are performed. Compensation expense not incurred is accounted for as prepaid consulting expense. On June 12, 2022, the ~~Orofino~~Company ~~facility~~issued 1,000,000 restricted common stock shares to advisors and directors for future services. The ·shares ~~Clearwater~~were ~~Facility:~~valued Aat ~~payment~~$0.46 per share for a total value of $77456,~~069~~639, ~~was~~to ~~made~~be ~~for~~vested over a ~~deposit~~period ~~related~~of three years, for their future services. On January 1, 2023, the Company issued 100,000 restricted common stock shares to John Bennett, the ~~Clearwater~~then ~~facility~~Chief Financial Officer for future services. The ·shares ~~Insurance:~~were ~~Approximately~~valued at $~~5,400~~0.14 ~~was~~per ~~paid~~share for ~~insurance~~a ~~coverage~~total ~~related~~value of $14,000, to ~~the~~be ~~facilities~~vested over a period of 18 months. ~~The~~During the fiscal year ended June 30, 2024, the Company expensed $140,857 of this amount, ~~represents~~which ~~coverage~~resulted toin bea ~~provided~~prepaid consulting balance of $152,213.

~~The~~During ~~Orofino~~the ~~facility~~quarter isended ~~expected~~September to30, be2024, ~~capitalized~~the asCompany ~~part~~expensed of$38,053 in consulting services, and no additional prepaid consulting assets were recognized. During the ~~facility's~~quarter ~~acquisition~~ended ~~cost~~December 31, 2024, the ~~Clearwater~~Company ~~facility~~expensed ~~deposit~~$38,053 isof ~~refundable~~prepaid ~~and~~consulting, ~~will~~with beno ~~recognized~~additional asprepaid aassets ~~reduction~~recognized. inDuring the ~~purchase~~quarter ~~price~~ended ~~upon~~March ~~completion~~31, of2025, the ~~transaction.~~Company ~~Payments~~issued ~~made~~349,000 shares for ~~future~~consulting ~~insurance~~services, ~~coverage~~of onwhich ~~the~~278,250 ~~property~~shares ~~will~~were berelated ~~held~~to ~~as a~~ prepaid ~~expense~~consulting byservices. Accordingly, the Company, ~~once~~recognized ~~the~~and ~~property~~additional isprepaid ~~acquired~~expense ~~and~~of ~~will~~$61,817 beand expensed ~~when~~$38,053. As a result, the ~~coverage~~prepaid isconsulting ~~provided~~balance byas ~~the~~of ~~insurance~~March ~~carrier~~31, 2025, was $99,870.

~~NOTE~~F-19 6.Table ~~CRYPTOCURRENCIES~~of Contents

	Six Months Ended December 31, 2024		Year EndedJune 30, 2024
Beginning balance	$	-	$	-
Increase
Value of bitcoin mined on the reward date		-		15,824
Realized gain (loss) on sale/exchange of bitcoin		-		-
		-		15,824
Decrease
Bitcoin used for operational expenses (Cost basis)		-		15,824
		-		15,824
Ending balance	$	-	$	-

NOTE 6. OTHER ASSETS

~~NOTE~~During 7the period, the Company made a refundable security deposit of $77,069 to establish their account to provide electricity to the Orofino Idaho facility. ~~PROPERTY~~On ~~PLANT~~March &31, ~~EQUIPMENT~~2025, ~~MINING~~and ~~MACHINES~~June 30, 2024, the balances were $77,069 and $0, respectively.

OnNOTE ~~August 24, 2022, the Company entered into a contract to purchase 20 Bitmain XJ S19 Pro 110 TH and their installation at Simple Mining in Iowa~~7. ~~During~~ ~~the~~BITCOIN ~~2024 fiscal year, the Company fully depreciated all mining equipment.~~HELD

Depreciation expense amounted to $14,948 for the fiscal year ended June 30, 2024, and there was no depreciation expense in the six months ended December 31, 2024, as the miners were fully depreciated during the fiscal year ended June 30, 2024. On June 30, 2024, and December 31, 2024, the balances were as follows:

	March 31, 2025			June 30, 2024
Beginning balance	$	-		$	-
Increase
Value of bitcoin mined on the reward date		953			15,824
Realized gain (loss) on sale/exchange of bitcoin		(21	)		-
		932			15,824
Decrease
Bitcoin used for operational expenses (Cost basis)					15,824
		-			15,824

Ending balance	$	932		$	-

	Estimated Life in years		December 31, 2024		June 30,2024
Mining equipment		1	$	533,500	$	533,500
Less: Accumulated Depreciation				533,500		533,500
Fixed assets, net			$	-	$	-

NOTE 8. PROPERTY PLANT & EQUIPMENT MINING MACHINES

~~F-14~~On ~~Table~~August 24, 2022, the Company entered into a contract to purchase 20 Bitmain XJ S19 Pro 110 TH and their installation at Simple Mining in Iowa. During the 2024 fiscal year, the Company fully depreciated all mining equipment. Land, buildings, machinery, and mining equipment, and furniture are valued at cost. Maintenance and repair costs are charged to expenses as incurred. Gains or losses on disposition of ~~Contents~~equipment are reflected in operations. Depreciation is computed using accelerated methods for financial reporting purposes, based on the estimated useful lives of the assets.

~~NOTE~~In 8March 2025, Megalodon purchased a co-location facility and some legacy crypto miners, pursuant to an Asset Purchase Agreement, from an unaffiliated third party for $500,000, the down payment of approximately $34,000 was paid in 2024. Megalodon ~~ACCOUNTS~~assumed ~~PAYABLE~~operation ~~AND~~of ~~ACCRUED~~the ~~LIABILITIES~~ facility in October 2024 as an option fee or incentive to the seller to continue the Asset Purchase Agreement. Megalodon incurred approximately $95,000 of electricity, contract labor and other costs from October to the closing date. These costs were capitalized and allocated to the Land, Building and Machinery & Equipment.

	December 31, 2024		June 30, 2024
Vendor Payables
Marketing and promotional costs	$	4,163	$	4,163
SEC regulatory cost		15,800		5,000
Professional fees		18,241		3,103
Crypto operation costs		31,594		8,969
Licenses and taxes		900
Accrued Compensation (contractors)		6,350		-
Vendor Payables (related parties)
Expense Reimbursement -management		2,728		15,214
Compensation-Prior CFO		-		18,000
Vendor Accruals
Environmental cost		-		3,500
Accounts Payable & Accrued Liabilities	$	79,776	$	57,950

On March 31, 2025, and June 30, 2024, the balances were as follows:

The Company’s trade payables are generally short term, due on demand or with an obligation to pay within less than 365 days. Approximately 41.5% of trade payables are outstanding for more than 90 days.

	Estimated Life in Years		March 31, 2025		June 30, 2024

Land		N/A	$	142,863	$	0
Building		30		285,727		0
Machinery & mining equipment		2		699,063		533,500
Computer equipment		3		1,478		0
				1,129,131		533,500

Less: Accumulated Depreciation				533,500		533,500
Fixed asset, net			$	595,631	$	-

~~F-15~~Depreciation ~~Table~~expenses ofamounted ~~Contents~~to $14,948 for the fiscal year ended June 30, 2024, and there was no depreciation expense in the 9 months ended March 31, 2025, as the miners were fully depreciated during the fiscal year ended June 30, 2024. The miners and computer equipment purchased in March 2025 were not placed in service on March 31, 2025. The building, also acquired at the same time incurred no material depreciation expense for the days placed in service in March 2025.

See NOTE 912.” –COMMITMENTS ~~RELATED~~AND ~~PARTY~~CONTINGENCIES” ~~TRANSACTIONS~~regarding Liens related to this mortgage.

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NOTE 9. INTANGIBLE ASSETS

On March 31, 2025, the Company acquired the intangible assets of Baoblock, Inc for $210,000 which was paid with 600,000 restricted common stock shares and $10,000 in cash. No amortization required during the period ended March 31, 2025 as the software was not yet placed in service. On March 31, 2025, and June 30, 2024, the balances were $210,000 and $0, respectively.

NOTE 10. ACCOUNTS PAYABLE AND ACCURED LIABILITIES

	March 31, 2025		June 30, 2024
Vendor Payables
Marketing and promotions costs	$	4,163	$	4,163
SEC regulatory cost		15,801		5,000
Professional fees		32,639		3,103
Crypto operations costs		26,914		8,969
Purchase of Intangible asset		10,000		-
Other		1,621		-

Vendor Payables (related parties)
Expense Reimbursement		3,728		15,214
Compensation		-		18,000

Vendor Accruals
Environmental cost		1,500		3,500
Accounts Payable &Accrued Liabilities	$	96,366	$	57,950

The Company’s trade payables are generally short term, due on demand or with an obligation to pay within less than 365 days. Approximately 32.5% of trade payables are outstanding for more than 90 days.

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Table of Contents

NOTE 11. – RELATED PARTY TRANSACTIONS

Office space

The Company leases office space from its President atfor ~~a cost of~~ $250 per month. The term of the lease is for 365 days and ends on June 30, 2025. On ~~December~~March 31, ~~2024~~2025, $12,~~500~~250 of rent expense was accrued and is included in accounts payable and accrued expenses.

Due to Related Parties-accrued compensation

~~Substantially~~As ~~all~~of ~~assets~~March of31, 2025, and June 30, 2024, the Company ~~are~~owed ~~pledged~~$250,000 asand ~~collateral~~$480,000, ~~for~~respectively, ~~the~~to ~~following~~related ~~notes~~parties ~~payable~~for management advisory fees.

As of ~~December~~March 31, ~~2024~~2025, and June 30, 2024, the Company owed compensation payable of $~~505~~208,~~000~~405 and $~~480~~88,~~000~~430, respectively~~, to related parties for management advisory fees~~.

As of ~~December~~March 31, ~~2024~~2025, and June 30, 2024, the Company owed ~~compensation~~board ~~payable~~of director fees of $~~158~~83,~~954~~000 and $8896,~~430~~000, respectively.

AsNotes ofPayable ~~December~~– ~~31,~~Related ~~2024, and June 30, 2024, the Company owed board of director fees of $132,000 and $96,000, respectively.~~Parties

Related parties’ notes payable consist of various convertible and non-convertible notes payable with a principal balance on March 31, 2025, and June 30, 2024, of $740,046 and $357,320, respectively and accrued interest on March 31, 2025, and June 30, 2024, of $18,564 and $12,036, respectively.

These notes do not require regular monthly payments, but rather they are to be settled by the maturity date if not converted. Lazarus Management Limited and Sparta Road are related parties as these entities share a Founder (Timothy Ruggiero) member with T-REX.

(a) Convertible Notes Payable - Related Parties

On July 1, 2023, as compensation for unpaid management services, the Company issued Frank Horkey (“Horkey”) a $75,000 Senior Secured Convertible Promissory Note as partial settlement for management compensation owed. The note bears interest at a rate of 10% per annum and is convertible to the Company’s common stock at a rate of $0.50 per share. As a further inducement to enter the note, the Company issued Horkey a warrant to acquire 150,000 shares of restricted common stock at a price of $0.75 per share, any time prior to July 1, 2026, the warrant expiration date. On January 1, 2024, the note principal was $75,000 and accrued interest was $3,750, at which time the note was cancelled and replaced by a new note with a principal balance of $78,750, a maturity date of June 30, 2024, and all other terms remained the same. Under the new note as an incentive for the renewal, an additional warrant to acquire 157,500 shares of common stock shares at $0.75 per share, any time prior to June 30, 2027, the warrant expiration date, was issued. On July 1, 2024, the note’s principal was $78,750 and accrued interest was $3,938, at which time the note was cancelled and renewed with a principal balance of $82,688, a maturity date of December 31, 2024, and all other terms remained the same. Under the new note as an incentive for the renewal, an additional warrant to acquire 165,375 shares of common stock at a price of $0.75 per share, any time prior to January 1, 2028, the warrant expiration date, was issued. On January 1, 2025, the note principal was $82,688 and accrued interest was $4,134, at which time the note was cancelled and replaced with a new note with a principal balance of $86,823, a maturity date of June 30, 2025, and all other terms remained the same. Under the new note as an incentive for the renewal, an additional warrant to acquire 173,646 shares of common stock at a price of $0.75 per share, any time prior to June 30, 2028, the warrant expiration date, was issued. The principal balance on March 31, 2025, and June 30, 2024, was $86,828 and $78,750, respectively and the accrued interest on March 31, 2025, and June 30, 2024, was $2,171 and $3,931, respectively.

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Table of Contents

On July 1, 2023, as compensation for unpaid management services, the Company issued Lazarus Asset Management LLC (“Lazarus”) a $75,000 Senior Secured Convertible Promissory Note as partial settlement for management compensation owed. The note bears interest at a rate of 10% per annum and is convertible to the Company’s common stock at a rate of $0.50 per share and had a maturity date of December 31, 2023. As a further inducement to enter the note, the Company issued a warrant to acquire 150,000 restricted common stock at a price of $0.75 per share, any time prior to July 1, 2026, the warrant expiration date. On January 1, 2024, the note principal was $75,000 and accrued interest was $3,750, at which time the note was cancelled and renewed with a principal balance of $78,750, a maturity date of June 30, 2024, and all other terms remained the same. Under the new note, as incentive for the renewal, a warrant to acquire 157,500 shares of the Company’s common stock at $0.75 per share at any time prior to January 1, 2027, the warrant expiration date, was issued As of June 30, 2024, the principal balance was $78,750 and the accrued interest was $3,938, resulting in principal and interest owed of $82,688. Lazarus assigned $36,624 and $5,000 of the principal to two other stockholders. The note payable balance was canceled on July 1, 2024, renewed with a principal of $41,064, maturity date of December 31, 2024, and all other terms remained the same. As an incentive for the renewal, an additional warrant to acquire 82,128 shares of common stock at $0.75 per share at any time prior to December 31, 2027, the warrant expiration date, was issued. On January 1, 2025, the note principle was $41,061 and accrued interest was $2,028, at which time the note was cancelled and renewed with a principal balance of $43,093, a maturity date of June 30, 2025, and all other terms remained the same. Under the new note as an incentive for the renewal, an additional warrant to acquire 86,186 shares of the Company’s common stock at $0.75 per share, any time prior to January 1, 2027, the warrant expiration date, was issued. The principal balance on March 31, 2025, and June 30, 2024, was $43,090 and $78,750, respectively and the accrued interest on March 31, 2025, and June 30, 2024, was $1,077 and $3,938, respectively

On February 9, 2024, the Company issued Sparta Road Ltd (“Sparta Road”) a $50,000 Senior Secured Convertible Promissory Note, with an interest rate of 5% per annum, convertible at $0.25 per share and a maturity date of March 31, 2024. The Note was issued as a repayment of advances made by Sparta Road to cover certain Company expenses. As of March 31, 2025, and June 30, 2024, the principal balance is $50,000 and accrued interest is $417, as the parties agreed to cease accruing interest on the maturity date.

On April 1, 2024, as compensation for unpaid management services, the Company issued Horkey a $75,000 Senior Secured Convertible Promissory Note with an interest rate of 10% per annum, convertible at $0.50 per share. As a further inducement to enter the note, the Company issued a warrant to purchase 150,000 shares of restricted common stock at $0.75 per share prior to April 1, 2027, the warrant expiration date. On March 31, 2025, and June 30, 2024, the principal balance owed was $78,750 and $75,000, respectively, and accrued interest was $3,938 and $1,875, respectively. On October 1, 2024, the note principal owed was $75,000 and accrued interest owed was $3,750, at which time the Note was cancelled and renewed with a principal balance of $78,750, and a maturity date of April 1, 2025, all other terms remained the same. Under the new note the Company issued a warrant to acquire 157,500 shares of common stock at $0.75 per share, any time prior to October 1, 2027, the warrant’s expiration date. The principal balance on March 31, 2025, and June 30, 2024, was $78,750 and $75,000, respectively and the accrued interest on March 31, 2025, and June 30, 2024, was $3,938 and $1,875, respectively.

On April 1, 2024, as compensation for unpaid management services, the Company issued Lazarus a $75,000 Senior Secured Convertible Promissory Note with an interest rate of 10% per annum, convertible at $0.50 per share. As a further inducement to enter the note, the Company issued a warrant to purchase 150,000 shares of restricted common stock at $0.75 per share prior to April 1, 2027, the warrant expiration date. On March 31, 2025, and June 30, 2024, the principal balance owed was $78,750 and $75,000, respectively, and accrued interest was $3,938 and $1,875, respectively. On October 1, 2024, the note principal owed was $75,000 and accrued interest owed was $3,750, at which time the Note was cancelled and renewed with a principal balance of $78,750, and a maturity date of April 1, 2025, all other terms remained the same. Under the new note the Company issued a warrant to acquire 157,500 shares of common stock at $0.75 per share, any time prior to October 1, 2027, the warrant’s expiration date. The principal balance on March 31, 2025, and June 30, 2024, was $78,750 and $75,000, respectively and the accrued interest on March 31, 2025, and June 30, 2024, was $3,938 and $1,875, respectively.

On July 1, 2024, as compensation for unpaid management services the Company issued Horkey a $15,000 Senior Secured Convertible Promissory Note, with an interest rate of 10% per annum, convertible at $0.50 per share, and a maturity date of April 1, 2025. As a further inducement to accept the note payable, the Company issued a warrant to acquire 30,000 shares of restricted common stock at $0.75 per share prior to July 1, 2027, the warrant expiration date. The principal balance on March 31, 2025, was $15,000 and the accrued interest was $1,125.

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On October 1, 2024, as compensation for unpaid management services the Company issued Horkey a $15,000 Senior Secured Convertible Promissory Note, with an interest rate of 10% per annum, convertible at $0.50 per share, and a maturity date of July 1, 2025. As a further inducement to accept the note payable, the Company issued a warrant to acquire 30,000 restricted common stock shares at $0.75 per share prior to October 1, 2027, the warrant expiration date. The principal balance on March 31, 2025, was $15,000 and the accrued interest was $750.

On January 1, 2025, as compensation for unpaid management services the Company issued Horkey a $15,000 Senior Secured Convertible Promissory Note, with an interest rate of 10% per annum, convertible at $0.50 per share, and a maturity date of October 1, 2025. As a further inducement to accept the note payable, the Company issued a warrant to acquire 30,000 restricted common stock shares at $0.75 per share prior to October 1, 2027, the warrant expiration date. The principal balance on March 31, 2025, was $15,000 and the accrued interest was $375.

On July 1, 2024, as compensation for unpaid management services the Company issued Lazarus a $15,000 Senior Secured Convertible Promissory Note, with an interest rate of 10% per annum, convertible at $0.50 per share, and a maturity date of April 1, 2025. As a further inducement to accept the note payable, the Company issued a warrant to acquire 30,000 restricted common stock shares at $0.75 per share prior to July 1, 2027, the warrant expiration date. The principal balance on March 31, 2025, was $15,000 and the accrued interest was $1,125.

On October 1, 2024, as compensation for unpaid management services the Company issued Lazarus a $15,000 Senior Secured Convertible Promissory Note, with an interest rate of 10% per annum, convertible at $0.50 per share, and a maturity date of July 1, 2025. As a further inducement to accept the note payable, the Company issued a warrant to acquire 30,000 restricted common stock shares at $0.75 per share prior to October 1, 2027, the warrant expiration date. The principal balance on March 31, 2025, was $15,000 and the accrued interest was $750.

On January 1, 2025, as compensation for unpaid management services the Company issued Lazarus a $15,000 Senior Secured Convertible Promissory Note, with an interest rate of 10% per annum, convertible at $0.50 per share, and a maturity date of October 1, 2025. As a further inducement to accept the note payable, the Company issued a warrant to acquire 30,000 restricted common stock shares at $0.75 per share prior to October 1, 2027, the warrant expiration date. The principal balance on March 31, 2025, was $15,000 and the accrued interest was $375.

The Company agreed with related party debt holders, Frank Horkey and Lazarus Asset Management, LLC to waive its obligations to issue shares it was obligated to issue as incentives in the note payable agreements, for compensation. The parties considered the issuance of prepaid warrants or other equity incentives, yet no obligation was determined at the time the obligations were waived. In March 2025, shares of restricted common stock shares were issued for note payable incentives as the parties determined these issuances would settle note payable incentives that were waived.

Total convertible notes payable related parties included principal balance on March 31, 2025, and June 30, 2024, were $427,416 and $357,320, respectively and the related accrued interest on March 31, 2025, and June 30, 2024, were $16,041 and $12,036, respectively.

(b) Notes Payable – Related Parties

On February 3, 2025, for cash proceeds the Company issued Horkey a $70,000 Senior Secured Promissory Note, with an interest rate of 10% per annum, a maturity date of April 4, 2025. As of March 31, 2025, the principal balance is $70,000 and accrued interest is $499.

On March 5, 2025, for cash proceeds, the Company issued Horkey a $35,000 Senior Secured Promissory Note, with an interest rate of 10% per annum, a maturity date of May 4, 2025. As of March 31, 2025, the principal balance is $35,000 and accrued interest is $249.

On March 5, 2025, the Company issued Frank Horkey a $207,630 Senior Secured Promissory Note secured by a Deed of Trust on the Orofino facility, The note has an interest rate of 12% per annum, a maturity date of March 5, 2026. This loan was issued to him for the amount he advanced to purchase the Orofino facility. As of March 31, 2025, the principal balance is $207,630 and accrued interest is $1,775.

Total non-convertible notes payable principal balance on March 31, 2025, were $312,630 and the related accrued interest was $2,523. No balances were outstanding on June 30, 2024.

Other Related Party Debt

In addition to notes payable owed by related parted parties, various shareholders advanced funds for operating expenses. These amounts are reported on the balance sheet as “Due to related party -advances” on March 31, 2025, and June 30, 2024, in amount of $13,306 and $13,602, respectively. The amounts owed are non-interest bearing, unsecured, and are due on demand.

On January 30, 2023, entities affiliated with Timothy B. Ruggiero and Peter Chung each cancelled 900,000 and 1,000,000 shares, respectively, for return to the Company’s treasury.

OnF-24 ~~July~~Table ~~1, 2023, the Company issued Frank Horkey (“Horkey”) a $75,000 Senior Secured Convertible Promissory Note as partial settlement for management compensation owed. The note bears interest at a rate~~ of 10% per annum and is convertible to the Company’s common stock at a rate of $0.50 per share. As a further inducement, the Company agreed to issue Horkey 75,000 restricted common stock shares and issued a warrant to purchase 150,000 restricted common stock shares at a price of $0.75 per share, any time prior to July 1, 2026, the warrant expiration date. On January 1, 2024, the note principal owed was $75,000 and accrued interest owed was $3,750, at which time the note was cancelled and replaced with a new Senior Secured Convertible Promissory Note, which was issued with a principal balance of $78,750, an interest rate of 10% per annum, a conversion rate of $0.50 per share and a maturity date of June 30, 2024. Under the new note, the Company agreed to issue 78,750 common stock shares and issued a warrant to purchase 157,500 common stock shares at $0.75 per share, any time prior to January 1, 2027, the warrant expiration date. No shares were issued or warrants exercised as of December 31, 2024, The principal balance on June 30, 2024 and December 31, 2024 is $78,750 and the accrued interest on June 30, 2024 and December 31, 2024 is $3,931 and $8,044 respectively. Contents

OnNOTE ~~July 1, 2023, the Company issued Lazarus Asset Management LLC (“Lazarus”) a $75,000 Senior Secured Convertible Promissory Note as partial settlement for management compensation owed~~12. ~~The~~COMMITMENTS ~~note~~AND bears interest at a rate of 10% per annum and is convertible to the Company’s common stock at a rate of $0.50 per share. As a further inducement, the Company agreed to issue Lazarus 75,000 restricted common stock shares and issued a warrant to purchase 150,000 restricted common stock shares at a price of $0.75 per share, any time prior to July 1, 2026, the warrant expiration date. On January 1, 2024, the note principal owed was $75,000 and accrued interest owed was $3,750, at which time the note was cancelled and a new Senior Secured Convertible Promissory Note was issued in its place, with a principal balance of $78,750, an interest rate of 10% per annum and a conversion rate of $0.50 per share. Under the new note the Company agreed to issue 78,750 common stock shares and issued a warrant to purchase 157,500 shares of the Company’s common stock at $0.75 per share, any time prior to January 1, 2027, the warrant expiration date. As of June 30, 2024, the principal balance was $78,750 and the accrued interest was $3,938. The principal and interest owed on June 30, 2024, was $82,688. Lazarus assigned $36,624 and $5,000 of the principal to two other stockholders. The note payable balance was canceled on July 1, 2024, and a new Senior Secured Convertible Promissory Note was issued with a principal of $41,064, interest rate of 10% per annum, conversion rate of $0.50 per share and maturity date of June 30, 2024. As further inducement to settle amounts owed as compensation, the Company agreed to issue 41,064 restricted common stock shares and a warrant to purchase 82,128 restricted common stock shares at $0.75 per share at any time prior to July 1, 2027, the warrant expiration date. No shares were issued or warrants exercised under this agreement. As of December 31, 2024, the principal balance is $41,064 and accrued interest is $2,053. CONTINGENCIES

F-16 Table of Contents

On February 9, 2024, the Company issued Sparta Road Ltd (“Sparta Road”) a $50,000 Senior Secured Convertible Promissory Note, with an interest rate of 5% per annum, convertible at $0.25 per share and a maturity date of March 31, 2024. As an incentive, the Company agreed to issue Sparta Road 100,000 restricted common stock shares. The Note was issued as a repayment of advances made by Sparta Road to cover certain Company expenses. No shares were issued or warrants exercised under this agreement. As of December 31, 2024, and June 30,2024, the principal balance is $50,000 and accrued interest is $417.

On April 1, 2024, the Company issued Frank Horkey a $75,000 Senior Secured Convertible Promissory Note with an interest rate of 10% per annum, convertible at $0.50 per share as compensation for management services. As a further inducement, the Company agreed to issue 75,000 restricted common stock shares and issued a warrant to purchase 150,000 restricted common stock shares at $0.75 per share any time prior to April 1, 2027, the warrant expiration date. On June 30, 2024, the principal and interest balance were $75,000 and $1,875, respectively. On October 1, 2024, the note principal owed was $75,000 and accrued interest owed was $3,750, at which time the Note was cancelled and replaced with a new Senior Secured Convertible Promissory Note, which was issued with a principal balance of $78,750, an interest rate of 10% per annum, a conversion rate of $0.50 per share and a maturity date of April 1, 2025. Under the new note, the Company agreed to issue 78,750 common stock shares and issued a warrant to purchase 157,500 common stock shares at $0.75 per share, any time prior to October 1, 2027, the warrant’s expiration date. No shares were issued or warrants exercised as of December 31, 2024, and the principal is $78,750 and accrued interest is $1,969 at December 31, 2024.

On April 1, 2024, the Company issued Lazarus a $75,000 Senior Secured Convertible Promissory Note, with an interest rate of 10% per annum, convertible at $0.50 per share, as compensation for management services. As further inducement, the Company agreed to issue 75,000 restricted common stock shares and issued a warrant to purchase 150,000 restricted common stock shares at $0.75 per share any time prior to April 1, 2027, the warrant expiration date. On June 30, 2024, the principal and interest balance were $75,000 and $1,875, respectively. On October 1, 2024, the note principal owed was $75,000 and accrued interest owed was $3,750, at which time the note was cancelled and replaced with a new Senior Secured Convertible Promissory Note, which was issued with a principal balance of $78,750, an interest rate of 10% per annum, a conversion rate of $0.50 per share and a maturity date of April 1, 2025. Under the new note, the Company agreed to issue 78,750 shares of the Company’s common stock and issued a warrant to purchase 157,500 shares of the Company’s common stock at $0.75 per share, any time prior to October 1, 2027, the warrant’s expiration date. No shares were issued or warrants exercised as of December 31, 2024, and the principal is $78,750 and accrued interest is $1,969 at December 31, 2024.

On July 1, 2024, the Company issued Frank Horkey a $15,000 Senior Secured Convertible Promissory Note, with an interest rate of 10% per annum, convertible at $0.50 per share as compensation for management services. As a further inducement, the Company agreed to issue 15,000 restricted common stock shares and issued a warrant to purchase 30,000 shares of restricted common stock at $0.75 per share any time prior to July 1, 2027, the warrant expiration date. No shares were issued or warrants exercised under this agreement. As of December 31, 2024, the principal balance is $15,000 and accrued interest is $750.

On October 1, 2024, the Company issued Frank Horkey a $15,000 Senior Secured Convertible Promissory Note, with an interest rate of 10% per annum, convertible at $0.50 per share as compensation for management services. As a further inducement, the Company agreed to issue 15,000 restricted common stock shares and issued a warrant to purchase 30,000 restricted common stock shares at $0.75 per share any time prior to October 1, 2027, the warrant expiration date. No shares were issued or warrants exercised under this agreement. As of December 31, 2024, the principal balance is $15,000 and accrued interest is $375.

On July 1, 2024, the Company issued Lazarus as compensation for management services a $15,000 Senior Secured Convertible Promissory Note, with an interest rate of 10% per annum, convertible at $0.50 per share. As a further inducement, the Company agreed to issue 15,000 restricted common stock shares and issued a warrant to purchase 30,000 restricted common stock shares at $0.75 per share, any time prior to July 1, 2027, the warrant expiration date. No shares were issued or warrants exercised under this agreement. As of December 31, 2024, the principal balance is $15,000 and accrued interest is $750.

On October 1, 2024, the Company issued Lazarus as compensation for management services a $15,000 Senior Secured Convertible Promissory Note, with an interest rate of 10% per annum, convertible at $0.50 per share. As a further inducement the Company agreed to issue 15,000 restricted common stock shares and issued a warrant to purchase 30,000 restricted common stock shares at $0.75 per share, any time prior to October 1, 2027, the warrant expiration date. No shares were issued or warrants exercised under this agreement. As of December 31, 2024, the principal balance is $15,000 and accrued interest is $375.

During the month of November 2024, the Company agreed with related party debt holders, Frank Horkey and Lazarus Asset Management, LLC to waive its obligations to issue its restricted common stock incentives to enter into their respective related party debt agreements. It was further agreed that the Company would instead issue prepaid warrants to Horkey and Lazarus at $0.01 with no termination date. The right to receive restricted stock as an incentive for executing various note payables was waived on the note payable issuance date by Frank Horkey and Lazarus Asset Management, LLC. In October, 2024 the Company agreed to replace those rights with prepaid warrants exercisable at $0.01 per share with no expiration date.

Additionally, various shareholders advanced funds for operating expenses. These amounts are reported on the balance sheet as “Due to related party -advances” on December 31, 2024, and June 30, 2024, in amount of $0 and $13,602, respectively. The amounts owed are non-interest bearing, unsecured, and are due on demand.

F-17 Table of Contents

NOTE 10. COMMITMENTS AND CONTINGENCIES

Legal contingencies

From time to time, the Company may be a defendant in pending or threatened legal proceedings arising in the normal course of business. Management is not aware of any pending, threatened or asserted claims.

On ~~July~~September 19, 2024, the Company entered into a ~~Non~~non-~~Binding~~binding ~~Letter~~agreement ofwith ~~Intent~~Veterans Capital Corp. (“Veterans”) to ~~acquire~~lease anASIC ~~established~~crypto ~~co-location~~miners, ~~facility~~valued inat $2,300,000, to be housed at the Orofino, Idaho ~~for~~facility. ~~the~~The ~~purpose~~agreement ofrequires ~~consolidating~~a ~~its~~non-refundable ~~mining~~fee ~~operations~~of ~~and~~$10,500, towhich ~~expand~~was ~~into~~paid during the ~~co-location~~quarter ~~hosting~~ended ~~market.~~September ~~There~~30, ~~are~~2024, noand ~~assurances~~an ~~that~~additional ~~the~~$14,500, ~~Company~~which ~~will~~would ~~complete~~be ~~this~~due ~~purchase~~upon execution of the lease contract. The agreement oralso indicates that itthe ~~will~~$10,500 paid would be ~~successful~~applied into ~~consolidating~~the ~~operations~~$25,000 tolease ~~include~~commitment fee, if the ~~co-hosting~~contract ~~business~~is ~~model~~executed. InIf ~~anticipation~~the ofparties ~~completing~~do ~~the~~not ~~acquisition~~execute of the ~~Orofino~~lease contract, ~~Idaho~~no ~~facility,~~further amounts are owed by the Company. ~~applied~~This ~~for~~ lease ~~financing~~was inultimately ~~September~~not ~~2024~~consummated, and Veteran’s Capital refunded $2,660 of the fees paid.

On September 919, 2024, the Company entered into aan ~~non-binding~~ agreement with ~~Veterans~~Del ~~Capital~~Cielo ~~Corp.~~LLC ~~(“Veterans”)~~for tothe ~~lease~~introduction ~~ASIC~~of ~~crypto~~potential ~~miners,~~leasing ~~valued~~companies atand ~~$2,300,000,~~institutional toinvestment bebanking ~~housed~~firms. atThe ~~the~~agreement ~~Orofino,~~required ~~Idaho~~an ~~facility.~~initial ~~The~~payment ~~agreement~~of ~~requires~~$12,500 aand ~~non-refundable~~ongoing ~~fee~~monthly payments of $105,500,. ~~which~~The ~~was~~Company paid $12,500 during the quarter ended September 30, 2024, and anthe ~~additional~~ $145,500, ~~which~~initial ~~would~~monthly bepayment ~~due~~was ~~upon~~made ~~execution~~in ofOctober ~~the lease contract~~2024. The agreement also ~~indicates~~provides that ~~the~~subsequent ~~$10,500 paid would be applied~~ to ~~the~~November ~~$25~~20,~~000~~ ~~lease~~2024, ~~commitment~~the ~~fee,~~agreement ifcan ~~the~~be ~~contract~~terminated isat ~~executed~~any time. IfThe ~~the~~Company ~~parties~~paid do$8,250 ~~not~~as ~~execute~~a ~~the~~final ~~lease~~payment ~~contract,~~in noApril ~~further~~2025 ~~amounts~~to ~~are~~put ~~owed~~the byagreement ~~the~~on ~~Company.~~hold

On ~~September~~October 1920, 2024, the Company entered into an agreement with ~~Del~~Clearwater ~~Cielo~~Power ~~LLC~~Company “Clearwater”) for the ~~introduction~~provision of ~~potential~~electric ~~leasing~~power ~~companies~~ and ~~institutional~~facilities ~~investment~~to ~~banking~~support ~~firms.~~its ~~The~~cryptocurrency ~~agreement~~mining ~~required~~operations anin ~~initial payment of $12~~Orofino,~~500~~ ~~and~~Idaho. ~~ongoing~~As ~~monthly~~part ~~payments~~ of $5this contract,~~500.~~ ~~The~~the Company ~~paid~~deposited approximately $1277,~~500~~000 ~~during~~with ~~the~~Clearwater, ~~quarter~~held ~~ended~~as ~~September~~a ~~30,~~non-interest-bearing ~~2024,~~security deposit. The related and ~~the~~unrelated $mortgages dated March 5,~~500~~ ~~initial~~2025, ~~monthly~~used ~~payment~~to ~~was~~acquire ~~made~~the inOrofino ~~October~~facility ~~2024.~~are ~~The~~secured ~~agreement~~by ~~also~~two ~~provides~~liens, ~~that~~see ~~subsequent~~“NOTE to11. ~~November~~RELATED ~~20,~~PARTIES ~~2024,~~TRANSACTIONS” ~~the~~and ~~agreement~~“NOTE ~~can~~13. beNOTES ~~terminated~~PAYABLE-UNRELATEED atTHIRD ~~any~~PARTIES” ~~time.~~FOR MORE DETAILS

OnSee ~~October~~other ~~20,~~commitments ~~2024,~~and ~~the~~contingencies ~~Company~~under ~~entered into an agreement with Clearwater Power Company (~~“~~Clearwater”)~~NOTE ~~for the provision of electric power and facilities to support its cryptocurrency mining operations~~11. AsRELATED ~~part~~PARTY ~~of this contract~~TRANSACTIONS”, ~~the~~“NOTE ~~Company deposited approximately $77,000 with Clearwater, held as a non-interest-bearing security deposit~~13. ~~Operations~~NOTES ~~have~~PAYABLE” ~~not~~and ~~yet~~NOTE ~~commenced as of the date of this report~~16. ~~The~~SUBSEQUENT ~~Company has now received an electric bill for its first month of approximately $10,000~~EVENTS”. ~~Though the lease is not yet finalized, under the terms of the lease commitment, the Company agreed to assume these costs.~~

~~See other commitments and contingencies under “~~NOTE 813. ~~RELATED PARTY TRANSACTIONS”, “NOTE 10.~~ NOTES PAYABLE”- ~~and~~UNRELATED ~~NOTE~~THIRD ~~13. SUBSEQUENT EVENTS”.~~PARTIES

~~NOTE~~Unrelated ~~11.~~parties ~~NOTES~~note ~~PAYABLE~~ payable consists of convertible and non-convertible notes payable with a principal balance on March 31, 2025, and June 30, 2024, of $396,447 and $134,375, respectively and accrued interest on March 31, 2025, and June 30, 2024, of $12,388 and $4,961, respectively.

~~Substantially~~These ~~all~~notes ~~assets~~do ofnot ~~the~~require ~~Company~~regular monthly payments, but rather they are ~~pledged~~to asbe ~~collateral~~settled ~~for~~by the ~~following~~maturity ~~notes~~date ~~payable~~if not converted.

~~On March 24, 2023, the Company issued to a private investor, a $50,000~~ Convertible ~~Promissory~~ Note ~~(“Note”),~~Payable ~~with~~- anUnrelated interest rate of 5% per annum, convertible at $0.50 per share at the lender’s discretion. The Note’s maturity date is June 30, 2023. As a further inducement, the Company issued a warrant to purchase 100,000 restricted common stock shares, exercisable at $0.75 per share any time prior to March 24, 2026, the warrant expiration date. On the maturity date note, Holder opted to convert, for the issuance of 100,000 restricted common stock shares, but the shares were not issued, resulting in the note payable balance at each period end. The note holder agreed to pause the accrual of interest after June 30, 2023. The principal balance owed on December 31, 2024, and June 30, 2024, was $50,000. The note accrued interest on December 31, 2024, and June 30, 2024, was $35, respectively. Parties

On ~~May~~March 1524, 2023, the Company issued to a private investor, a $1950,~~375~~000 Convertible Promissory Note (“Note”), with an interest rate of 5% per annum, convertible at $0.50 per share at the lender’s discretion. The Note’s maturity date iswas June 30, 2023. As a further inducement, the Company issued a warrant to purchase 38100,~~750~~000 restricted common stock shares, exercisable at $0.75 per share any time prior to ~~May~~March 1524, 2026, the warrant expiration date. On the maturity date of the note, ~~holder~~Holder opted to convert for the issuance of 100,000 restricted shares of common stock. ~~shares,~~The ~~but~~warrant ~~the~~was ~~shares~~redeemed ~~were~~through ~~not~~a ~~issued~~cashless redemption on March 27, ~~resulting~~2025, ininto ~~the~~45,000 ~~note~~restricted ~~payable~~common ~~balance~~stock atshares ~~each~~and ~~period~~was ~~end~~retired. The principal balance ~~owed~~ on ~~December~~March 31, ~~2024~~2025, and June 30, 2024, was $190 and $50,~~375.~~000 ~~The~~respectively ~~note~~and ~~accrue~~the accrued interest on ~~December~~March 31, ~~2024~~2025, and June 30, 2024, ~~were~~was $~~1,604~~0 and $135,~~115,~~ respectively.

~~On September 25, 2023, the Company issued a private investor a $20,000 180~~F-day Senior Secured Convertible Promissory Note (“Note”), with an interest rate of 10% per annum, convertible at $0.50 per share at the lender’s discretion. The Note’s maturity date is March 23, 2024. As further inducement, the Company agreed to issue 20,000 restricted common stock shares and issued a warrant to purchase 40,000 restricted common stock shares exercisable at $0.75 per share, any time prior to September 25, ~~2026,~~Table ~~the warrant expiration date. On March 31, 2024, the note holder opted to convert for the issuance~~ of 20,000 restricted common stock shares, but the shares were not issued, resulting in the note payable balance at each period end. The principal balance owed on December 31, 2024, and June 30, 2024, was $20,000. The notes accrued interest on December 31, 2024, and June 30, 2024, were $2,515 and $1,507, respectively. The stock subscription payable was $3,200 on December 31, 2024, and June 30, 2024, respectively.Contents

~~F-18~~On ~~Table~~May 15, 2023, the Company issued a private investor a $19,375 Convertible Promissory Note (“Note”), with an interest rate of ~~Contents~~5% per annum, convertible at $0.50 per share at the lender’s discretion. The Note’s maturity date was June 30, 2023. As a further inducement, the Company issued a warrant to purchase 38,750 restricted common stock shares exercisable at $0.75 per share any time prior to May 15, 2026, the warrant expiration date. On the maturity date the note holder opted to convert for the issuance of 38,750 restricted common stock shares. The warrant was through a cashless redemption redeemed on March 27, 2025, into 17,438 restricted common stock shares and was retired. The principal balance on March 31, 2025, and June 30, 2024, was $0 and $19,375 respectively and the accrued interest on March 31, 2025, and June 30, 2024, was $0 and $1,115, respectively.

On September 2925, 2023, the Company issued a private investor a $2520,000 180-day Senior Secured Convertible Promissory Note (“Note”), with an interest rate of 10% per annum, convertible at $0.50 per share at the lender’s discretion. The Note’s maturity date is ~~September~~March 2923, 2024. As further inducement, the Company agreed to issue 2520,000 ~~shares of~~ restricted common stock shares and issued a warrant to purchase 5040,000 ~~shares of~~ restricted common stock, shares exercisable at $0.75 per share, any time prior to ~~October~~September 225, 2026, the warrant expiration date. ~~The~~On ~~shares~~January ~~were~~1, ~~not~~2025, the company issued. ~~The~~20,000 ~~note~~restricted ~~holder~~common ~~agreed~~stock toshares ~~pause~~which ~~the~~were ~~accrual~~obligated ofto ~~interest~~issue ~~after~~as inducement in the ~~maturity~~note ~~date~~agreement. The ~~principal~~warrant ~~balance~~was ~~owed~~redeemed onthrough ~~December~~a ~~31,~~cashless ~~2024,~~redemption ~~and~~on ~~June~~March 3027, ~~2024~~2025, ~~was~~into ~~$25~~18,000 shares of the Company’s restricted common stock and was retired. The ~~notes~~principal ~~accrued~~balance ~~interest~~ on ~~December~~March 31, ~~2024~~2025, and June 30, 2024, ~~were~~was $120,~~282~~000 and $120,~~875~~000 respectively. ~~The~~and ~~stock~~the ~~subscription~~accrued ~~payable~~interest ~~was $4,000~~ on ~~December~~March 31, ~~2024~~2025, and June 30, 2024, was $0 and $1,507, respectively.

On ~~March~~September 1229, ~~2024~~2023, the Company issued to a private investor a $1025,000 180-day Senior Secured Convertible Promissory Note, with an interest rate of 10% ~~per annum~~, convertible at $0.50 per share at the lender’s discretion. The Note’s maturity date iswas ~~August~~March 2127, 2024. As further inducement, the Company agreed to issue 2025,000 restricted common stock shares. ~~The~~and a warrant to purchase 50,000 restricted common stock shares, ~~were~~exercisable ~~not~~at ~~issued~~$0.75 ~~The~~per ~~principal~~share, ~~balance~~any ~~owed~~time atprior ~~December~~to 31October 2, 2026, the warrant expiration date. On April 2, 2024, the note was extended for 180 days, and ~~June~~as 30inducement for extension, the Company agreed to issue 25,000 shares of restricted common stock and a warrant to purchase 50,000 restricted common stock shares, exercisable at $0.75 per share, any time prior to April 2, 2027. On October 4, 2024, the note was ~~$10~~extended again for 180 days, and as inducement for extension, the Company agreed to issue 25,000. ~~The~~shares ~~notes~~of ~~accrued~~restricted ~~interest~~common stock and a warrant to purchase 50,000 shares of restricted common stock, exercisable at ~~December~~$1.50 31per share, ~~2024~~any time prior to October 4, ~~June~~2027. 30On January 1, ~~2024~~2025, the Company issued 75,000 restricted common stock shares which were ~~$808~~obligated to issue as inducement in the note agreement. Further All three warrants were redeemed through a cashless redemption on March 27, 2025, into 57,500 shares of the Company’s restricted common stock and ~~$304~~were ~~respectively~~retired. The ~~stock~~principal ~~subscription~~balance ~~payable~~on March 31, 2025, and June 30, 2024, was $325,~~200~~000 and $25,000 respectively and the accrued interest on ~~December~~March 31, ~~2024~~2025, and June 30, 2024, was $1,907 and $1,875, respectively.

On March 12, 2024, the Company issued a private investor a $10,000 180-day Secured Convertible Promissory Note, with an interest rate of 10% per annum, convertible at $0.50 per share at the lender’s discretion. The Note’s maturity date is August 21, 2024. As further inducement, the Company agreed to issue 20,000 restricted common stock shares. On January 1, 2025, the company issued 20,000 restricted common stock shares which it was obligated to issue as inducement in the note agreement. In addition, the holder opted to convert the note for 20,000 restricted shares of common stock. The principal balance on March 31, 2025, and June 30, 2024, was $0 and $10,000 respectively and the accrued interest on March 31, 2025, and June 30, 2024, was $2,959 and $304, respectively.

On May 23, 2024, the Company issued to a private investor a $10,000 90-day Secured Convertible Promissory Note bearing an interest rate of 10%, convertible at $0.50 per share at the lender’s discretion. The Note’s maturity date is August 21, 2024. AsOn ~~further~~September ~~inducement~~30, 2024, the Company ~~agreed~~entered tointo ~~issue~~a ~~30,000~~debt ~~restricted~~conversion ~~common~~agreement ~~stock~~with ~~shares.~~the ~~The~~investor, but the shares were not issued. The note holder agreed to pause the accrual of interest after the maturity date. The Company agreed with the note holder that the debt would cease incurring interest after its maturity date. As further inducement, the Company agreed to issue 30,000 restricted common stock shares, which shares were issued on January 1, 2025. The principal balance owed at ~~December~~March 31, ~~2024~~2025, and June 30, 2024, was $10,000. The note’s accrued interest at ~~December~~March 31, ~~2024~~2025, and June 30, 2024, ~~was~~were $~~978~~1,228 and $125, respectively. ~~The stock subscription payable was $4,800 on December 31, 2024, and June 30, 2024, respectively.~~

On July 1, 2024, the Company issued a $5,000 180-day Secured Convertible Promissory Note to a private investor, which note bears an interest rate of 10% and conversion rights to convert the outstanding loan balance at $0.50 per share at the lender’s discretion. The Note’s maturity date is December 31, 2024. As a further inducement to purchase this Note, the Company agreed with Investor to issue 5,000 restricted common stock shares and a warrant to purchase 10,000 common stock shares exercisable at $0.75 at any point prior to June 30, 2027. On the maturity date, the note amount including interest of $250 was extended to June 30, 2025. As an inducement to extend this Note, the company agreed with Investor to issue 5,250 restricted common stock shares and a warrant to purchase 10,500 common stock shares exercisable at $0.75 at any point prior to December 31, 2027. The warrants were redeemed through a cashless redemption on March 27, 2025, into 13,725 restricted common stock shares and were retired. The principal balance on March 31, 2025, and June 30, 2024, was $5,250 and $0 respectively and the accrued interest on March 31, 2025, and June 30, 2024, was $123 and $0 respectively.

On July 1, 2024, the Company issued to a private investor a $536,~~000~~624 180-day Secured Convertible Promissory Note bearing an interest rate of 10% ~~for~~per annum, which may be converted at $0.50 per share at the lender’s discretion. The Note’s maturity date is ~~December~~March 31, ~~2024~~2025. As a further inducement to purchase this Note, the Company agreed ~~with Investor~~ to issue 536,~~000~~624 restricted common stock shares and a warrant to purchase 1073,~~000~~248 shares of common stock ~~shares~~ exercisable at $0.75 atper ~~any~~share, ~~point~~ prior to June 30, 2027. The ~~shares~~company ~~have~~issued ~~not~~36,624 ~~been~~shares ~~issued~~restricted ascommon ofstock ~~the~~on ~~date~~January of1, ~~this report~~2025. ~~The~~This ~~principal~~note ~~balance~~was ~~owed~~renewed on ~~December~~January 3110, ~~2024~~2025, ~~was~~and the investor advanced another $515,000., ~~The~~so ~~note’s~~together with accrued interest onthe ~~December~~new face was $52,529 and is due March 31, ~~2024~~2025. In addition, ~~was~~as further inducement to renew the note, the Company agreed to issue 52,529 restricted common stock shares and a warrant to purchase 107,238 common stock shares exercisable at $~~248~~0.75 per share, prior to January 10, 2028. The warrants were redeemed through a cashless redemption on March 27, 2025, into 107,502 restricted common stock ~~subscription~~shares ~~payable~~and was retired. The principal balance on March 31, 2025, and June 30, 2024, was $152,~~600~~529 and $0 respectively and the accrued interest on ~~December~~March 31, 2025, and June 30, 2024., was $2,099 and $0 respectively.

OnNote ~~July 1, 2024, the Company issued to a private investor a $36,624 180~~Payable-~~day~~Unrelated Secured Convertible Promissory Note bearing an interest rate of 10% per annum, which may be converted at $0.50 per share at the lender’s discretion. The Note’s maturity date is December 31, 2024. As further inducement to purchase this Note, the Company agreed to issue 36,623 restricted common stock shares and a warrant to purchase 73,248 shares of common stock exercisable at $0.75 per share, prior to June 30, 2027. The shares from this transaction have not been issued as of the date of this report. The principal balance owed on December 31, 2024, was $36,624. The note’s accrued interest on December 31, 2024, was $1,819. The stock subscription payable was $5,860 on December 31, 2024.Parties

On ~~July~~January 179, ~~2024~~2025, the Company issued to a private investor a $10,000 ~~365~~90-day Senior Secured Convertible Promissory Note bearing an ~~interest~~inters rate of 1210% ~~for~~per annum, which may be converted at $0.50 per share at the lender’s discretion. The Note’s maturity date is ~~July~~April 179, 2025. As further inducement to purchase this Note, the Company agreed ~~with the Investor~~ to issue 2510,000 restricted shares of the Company’s common stock ~~shares.~~and ~~The~~a ~~shares~~warrant ~~from~~to ~~this~~purchase ~~transaction~~20,000 ~~have~~shares ~~not~~of ~~been~~common ~~issued~~stock asexercisable ofat ~~the~~$0.50 ~~date~~per ofshare, ~~this~~prior ~~report~~to January 9, 2028. The principal balance on March 31, 2025, and June 30, 2024, was $10,000. ~~The~~and ~~note’s~~$0, respectively and the accrued interest on ~~December~~March 31, ~~2024~~2025, ~~was~~and ~~$543.~~June ~~The~~30, ~~stock~~2024, ~~subscription payable~~ was $~~4,000~~222 onand ~~December 31~~$0, ~~2024~~respectively.

~~See~~On ~~due~~March 5, 2025, the Company issued to the seller of the Orofino facility a $267,555 Secured Promissory Note, secured by a Deed of Trust on the Orofino facility, bearing and interest rate of 8% ~~“Related~~per ~~Parties~~annum, ~~Transactions”~~and ~~for~~a ~~additional~~maturity ~~senior~~date ~~secured~~of ~~convertible~~May ~~promissory~~15, ~~notes~~2025. ~~issuances~~The principal balance of March 31, 2025, and June 30, 2024, was $267,555 and $0 respectively and the accrued interest on March 31, 2025, and June 30, 2024, was $1,546 and $0, respectively.

F-1926 Table of Contents

NOTE 1214. –DERIVATIVE ~~COMMON STOCK~~LIABILITIES

~~Frank.~~The ~~Horkey~~Company ~~received~~has ~~350,000~~various ~~restricted~~convertible ~~common~~notes ~~stock shares~~outstanding ~~for~~that ~~acting~~require asderivative ~~the~~liability ~~Company’s President and~~considerations ~~Director~~for ~~since~~its ~~his~~conversion ~~previous~~features. ~~contract~~Total ~~expired~~derivative liability on ~~December~~March 31, ~~2019 and~~2025, onwas ~~July~~$ 183,921 ~~2022,~~which hewas ~~received~~principally ~~250,000 restricted~~related ~~common~~to ~~stock~~convertible ~~shares~~notes orissued ~~his~~in ~~three~~2025. ~~year~~No ~~board~~derivative ~~position~~liability ~~vesting~~was asaccrued ~~follows:~~in ~~eighty-three~~prior ~~thousand~~years ~~three~~due ~~hundred~~the ~~thirty-three~~note ~~(83,333)~~terms ~~shares~~and ~~upon~~immateriality ~~signing as~~ of ~~July 1, 2022; twenty thousand eight hundred thirty three (20,833) shares vest quarterly~~ the ~~fiscal~~derivative ~~year~~value ~~ended June 30, 2024 twenty thousand eight hundred thirty three (20,833) shares vest quarterly for the fiscal year ended June 30, 2025~~determined.

OnFor ~~July~~the 1,period ~~2022,~~ended ~~Michael~~March ~~Christiansen received 250~~31,~~000~~ ~~restricted common stock shares for his three-year board position vesting as follows: eighty-three thousand three hundred thirty-three (83~~2025,~~333)~~ ~~shares upon signing as of July 1, 2022; twenty thousand eight hundred thirty-three (20,833) shares vest quarterly~~ the ~~fiscal~~Company ~~year~~recorded ~~ended~~a ~~June~~loss ~~30,~~of ~~2024; twenty thousand eight hundred thirty-three (20~~$83,~~833)~~921 ~~shares~~related ~~vest~~to ~~quarterly for~~ the ~~fiscal~~change ~~year~~in ~~ended~~fair ~~June~~value ~~30,~~of ~~2025.~~derivative liabilities.

OnThe ~~July~~following 1,table ~~2022 Squadron~~summarizes ~~Marketing~~the ~~LLC received~~weighted ~~250,000~~average ~~restricted~~key ~~common~~inputs ~~stock~~used ~~shares for~~in ~~acting on~~ the ~~Company’s~~Black-Scholes ~~Advisory~~model ~~Board~~ for ~~fiscal~~all ~~2023~~outstanding ~~through~~conversion ~~2025,~~feature ~~vesting~~derivative asliabilities ~~follows: eighty-three thousand three hundred thirty-three (83,333) shares upon signing~~ as of ~~July 1, 2022; twenty thousand eight hundred thirty-three (20,833) shares vest quarterly~~ the ~~fiscal~~measurement ~~year ended June 30, 2024; twenty thousand eight hundred thirty three (20,833) shares vest quarterly for the fiscal year ended June 30, 2025.~~dates:

On July 1, 2022 Lazarus Asset Management LLC received 250,000 restricted common stock shares for serving on the Company’s Advisory Board for fiscal 2023 through 2025, vesting as follows: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022 twenty thousand eight hundred thirty-three (20,833) shares vest quarterly the fiscal year ended June 30, 2024; twenty thousand eight hundred thirty-three (20,833) shares vest quarterly for the fiscal year ended June 30, 2025.

Input	Weighted Avg at Inception Date			Weighted Avg on December 31, 2024

Stock price	$	0.35		$	0.35
Exercise Price (conversion price	$	0.50		$	0.50
Risk-free interest rate		4.37	%		4.22	%
Expected term (years)		0.50			0.50
Expected volatility		134.80	%		94.47	%
Dividend yield		0	%		0	%

On July 1, 2022, John Bennet received 50,000 restricted common stock shares for extending his consulting contract through fiscal year end 2023. On February 10, 2023, as an incentive to accept the position of the Company’s Chief Financial Officer for the period of January 1, 2023- through the end of fiscal year 2024, John Bennet was awarded an additional 100,000 restricted common stock shares that vest at 16,666 shares per quarter.

Description	March 31, 2025

Derivative liability beginning balance		-
Initial Recognition of derivatives		85,347
Change in fair value		(1,453	)
Settlements/conversions		-
Derivative liability ending balance	$	83,921

OnNOTE ~~July~~15 1,– ~~2022,~~COMMON James Marshall III received 75,000 restricted common stock shares for acting as the Company’s technical consultant for fiscal 2023. His shares are now deemed to be vested. James Marshall’s contract was not renewed.STOCK

OnFrank ~~April~~Horkey 20received 350,000 ~~2023~~restricted common stock shares as the Company’s President and Director since his previous contract expired on December 31, ~~Shawn~~2019 and, ~~Perez~~on ~~Esq.~~July ~~was~~1, ~~awarded~~2022, 50he received 250,000 restricted common stock shares ~~stock~~or ashis anthree ~~inducement~~year ~~for~~board ~~acting~~position vesting, as ~~the~~follows: ~~Company’s~~83,333 ~~in-house~~shares ~~counsel~~upon ~~beginning~~signing ~~January~~as of July 1, ~~2023~~2022; 20,833 ~~through~~shares vest quarterly the fiscal year ~~end~~ended June 30, 2024; and 20,833 shares vest quarterly for the fiscal year ended June 30, 2025.

OnF-27 ~~September~~Table ~~25, 2024, a private investor purchased 150,000 restricted common stock shares for $150,000. In addition, the investor received a warrant to purchase 150,000 shares~~ of the Company’s common stock for a period of three years exercisable at $1.50 per share prior to September 25, 2027. The shares from this transaction have not been issued. The obligation to issue shares results in a subscription payable balance of $150,000 on December 31, 2024.Contents

On ~~October~~July 51, ~~2024~~2022, aMichael ~~private~~Christiansen ~~investor~~received ~~purchased 100~~250,000 restricted common stock shares for ~~$100,000.~~his Inthree-year ~~addition,~~board ~~the~~position ~~investor~~vesting, ~~received~~as afollows: ~~warrant to purchase 100~~83,~~000~~333 shares ofupon ~~the~~signing ~~Company’s~~as ~~common stock for a period~~ of ~~three~~July ~~years exercisable at $~~1~~.50~~, ~~per~~2022; ~~share prior to October 5~~20,833 ~~2027. The~~ shares ~~from~~vest ~~this~~quarterly ~~transaction~~the ~~have~~fiscal ~~not~~year ~~been~~ended ~~issued.~~June ~~The~~30, ~~obligation~~2024; to20,833 ~~issue~~ shares ~~results~~vest inquarterly afor ~~subscription~~the ~~payable~~fiscal ~~balance~~year ofended ~~$100,000~~June ~~on December 31~~30, ~~2024~~2025..

On ~~October~~July 111, ~~2024~~2022, Squadron aMarketing ~~private~~LLC received ~~investor purchased 100~~250,000 restricted common stock shares for ~~$100,000.~~acting Inon ~~addition,~~ the ~~investor received a warrant to purchase 100,000 shares of the~~ Company’s ~~common~~Advisory ~~stock~~Board for afiscal ~~period~~2023 ofthrough ~~three~~2025, ~~years~~vesting, ~~exercisable~~as atfollows: ~~$1.50~~83,333 ~~per~~shares ~~share~~upon ~~prior~~signing toas ~~October~~of 11July 1, ~~2027.~~2022; ~~The~~20,833 shares ~~from~~vest ~~this~~quarterly ~~transaction~~the ~~have~~fiscal ~~not~~year ~~been~~ended ~~issued.~~June ~~The~~30, ~~obligation~~2024; to20,833 ~~issue~~ shares ~~results~~vest inquarterly afor ~~subscription~~the ~~payable~~fiscal ~~balance~~year ofended ~~$100,000~~June ~~on December 31~~30, ~~2024~~2025.

On ~~October~~July 151, ~~2024~~2022, Lazarus aAsset ~~private~~Management ~~investor~~LLC ~~purchased~~received 50250,000 restricted common stock shares for ~~$50,000.~~serving on ~~In addition,~~ the ~~investor received a warrant to purchase 50,000 shares of the~~ Company’s ~~common~~Advisory ~~stock~~Board for afiscal ~~period~~2023 ofthrough ~~three~~2025, ~~years~~vesting ~~exercisable~~as atfollows: ~~$1.50~~83,333 ~~per~~shares ~~share~~upon ~~prior~~signing toas ~~October~~of 15July 1, ~~2027.~~2022; ~~The~~20,833 shares ~~from~~vest ~~this~~quarterly ~~transaction~~the ~~have~~fiscal ~~not~~year ~~been~~ended ~~issued.~~June ~~The~~30, ~~obligation~~2024; to20,833 ~~issue~~ shares ~~results~~vest inquarterly afor ~~subscription~~the ~~payable~~fiscal ~~balance~~year ofended ~~$50,000~~June ~~on December 31~~30, ~~2024~~2025.

FOn July 1, 2022, John Bennet received 50,000 restricted common stock shares for extending his consulting contract through fiscal year end 2023. On February 10, 2023, as an incentive to accept the position of the Company’s Chief Financial Officer for the period of January 1, 2023-20 ~~Table~~through the date of ~~Contents~~his death which coincided with the Company’s year end of fiscal year 2024, John Bennet was awarded an additional 100,000 restricted common stock shares that vest at 16,666 shares per quarter.

~~NOTE~~On 13July –1, ~~WARRANTS~~2022, James Marshall III received 75,000 restricted common stock shares as the Company’s technical consultant for fiscal 2023. His shares are now deemed to be vested. James Marshall’s contract was not renewed.

On April 20, 2023, Shawn Perez Esq. was awarded 50,000 restricted common stock shares stock as an inducement for acting as the Company’s in-house counsel beginning January 1, 2023, through fiscal year end 2025. These shares were issued on April 21, 2023.

On September 25, 2024, a private investor purchased 150,000 restricted common stock shares for $150,000. In addition, the investor received a warrant to purchase 150,000 shares of the Company’s common stock for a period of three years exercisable at $1.50 per share prior to September 25, 2027. These shares were issued on January 1, 2025. The warrant was redeemed through a cashless exercise on March 27, 2025, into 37,500 shares of the Company’s restricted common stock and was retired.

On October 5, 2024, a private investor purchased 100,000 restricted common stock shares for $100,000. In addition, the investor received a warrant to purchase 100,000 shares of the Company’s common stock for a period of three years exercisable at $1.50 per share prior to October 5, 2027. These shares were issued on January 1, 2025. The warrant was redeemed through a cashless exercise on March 27, 2025, into 25,000 shares of the Company’s restricted common stock and was retired.

On October 11, 2024, a private investor purchased 100,000 restricted common stock shares for $100,000. In addition, the investor received a warrant to purchase 100,000 common stock shares for a period of three years exercisable at $1.50 per share prior to October 11, 2027. These shares were issued on January 1, 2025. The warrant was redeemed through a cashless exercise on March 27, 2025, into 25,000 shares of the Company’s restricted common stock and was retired.

On October 15, 2024, a private investor purchased 50,000 restricted common stock shares for $50,000. In addition, the investor received a warrant to purchase 50,000 common stock shares for a period of three years exercisable at $1.50 per share prior to October 15, 2027, which shares were issued on January 1, 2025. The warrant was redeemed through a cashless exercise on March 27, 2025, into 12,500 restricted common stock shares and was retired.

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Table of Contents

On December 6, 2023, the Company agreed to sell to a private investor, 20,000 Units at a price of $0.75 per Unit and received $15,000 recorded as deposit payable. The 15,000 shares were issued on January 1, 2025

On January 1, 2025, Frank Horkey received 300,000 restricted common stock shares for his advisory fees payable of $105,000 extended during the fiscal year 2024.

On January 1, 2025, Peter Chung through Squadron Marketing LLC received 471,429 restricted common stock shares for advisory fees payable of $165,000 extended during the fiscal year 2024.

On January 1, 2025, Frank Horkey, Michael Christiansen and Peter Chung received 60,000 restricted common stock shares each for their Director fees payable of $21,000 each extended during the fiscal year 2024.

On July 1, 2024, Matthew Cohen received 250,000 restricted common stock shares for serving on the Company’s Board of Directors for fiscal 2024 through 2027. Vesting as follows: twenty thousand eight hundred thirty-four (20,834) shares vest quarterly beginning July 1, 2024. He also received a warrant to purchase 250,000 shares of the Company’s restricted common stock shares that could be exercised at any time prior to July 1, 2027, at an exercise price of $1.50, vesting as follows: 20,834 warrants vest quarterly beginning July 1, 2024. On December 20, 2024, Matthew Cohen resigned from his position as a member of our Board of Directors. The shares and warrants vest through the date of resignation were 41,667 shares and 41,667 warrants. On January 1, 2025, the Company issued 41,667 restricted common stock shares and redeemed the warrant through a cashless exercise redemption into 10,417 restricted common stock shares at a price of $0.25 and the warrant was retired.

On July 1, 2024, Antonio Oliveira received 250,000 shares for serving on the Company’s Advisory Board for fiscal 2024 through 2027, vesting as follows: 20,834 shares vest quarterly beginning July 1, 2024. He also received a warrant to purchase 250,000 restricted common stock shares at any time prior to July 1, 2027, at an exercise price of $1.50 vesting on the same schedule. On January 1, 2025, the Company issued 250,000 restricted common stock shares for future services and on March 27, 2025, Antonio Oliveira redeemed the warrant through cashless redemption into 62,500 restricted common stock shares at a price of $0.25 and the warrant was retired.

On March 31, 2025, issued 75,000 restricted common stock shares to Don Lopez, nephew of the Company’s President, Frank Horkey. The issuance was made in recognition of Mr. Lopez’s services as a technical consultant provide to the Company in the current quarter. As of the issuance date, the restricted shares were fully vested. Mr. Lopez’s consulting agreement was not renewed following the share issuance.

On January 1, 2025, the Company entered into a service contract with Aubyn Honeysett to manage its co-location facility in Orofino Idaho. Pursuant to the terms of the agreement, Ms. Honeysett was awarded 24,000 restricted common stock shares. The shares vest ratably at a rate of 667 shares per month over a 36-month term of contract, subject to Ms. Honeysett’s continued service with the Company.

On January 1, 2025, the Company entered into a service contract with Bryce Greenfield in connection with his role managing the Company’s co-location facility in Orofino, Idaho. As part of his agreement, Mr. Greenfield was granted 75,000 restricted common stock shares. The shares vest in equal installment of 2,083 shares a 36-month period, subject to Mr. Greenfield’s continued service with the Company.

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Table of Contents

NOTE 16 – WARRANTS

Warrants Issued for Investment

On May 5, 2022, the Company issued shares and warrants related to that certain Securities Purchase Agreement dated November 10, 2021 with certain of the selling stockholders referenced in our most recent registration statement pursuant to which we sold to such selling stockholders $560,875 in aggregate principal amount of our common stock (747,~~837~~838 shares) and ~~warrants~~warrant to purchase common stock shares (which we refer to as the “PIPE Warrants”), exercisable at any time before the close of business on ~~May~~September 59, ~~2023~~2025. Of ~~The~~these warrants, all PIPE ~~Warrants~~warrants ~~are~~except ~~comprised~~one ofwarrant ~~747,837~~were ~~warrants~~redeemed ~~with~~through ana ~~exercise~~cashless ~~price~~redemption into 614,504 shares of the Company’s restricted common stock at $10.5025 per share and the warrants were retired. One warrant to purchase 133,334 shares was outstanding as of March 31, 2025.

On July 28, 2022, August 1, 2022, and November 28, 2022, an investor purchased 400,001 Units consisting of one share of the Company’s restricted common stock and one Class C warrant to purchase one share of the Company’s restricted common stock at an exercise price of $1.50 per share for a period of three years. Prior to March 31, 2025, the investor accepted the Company’s offer to redeem the warrant through a cashless redemption into 100,001 shares of the Company’s common stock at a price of $0.25 and the warrant was retired.

On ~~October~~September 229, 2023, the Company issued to a private investor a 180-day Senior Secured Convertible Promissory Note bearing an interest rate of 10% for $25,000, which may be converted at $0.50 per share at any time during the period. As further inducement to purchase this Note, the Company agreed with Investor to issue 25,000 restricted common stock shares and a warrant to purchase 50,000 restricted common stock shares exercisable at $0.75 per share any time prior to October 2, 2026. ~~The~~Prior ~~shares~~to ~~from~~March ~~this~~31, ~~transaction~~2025, ~~have~~the ~~not~~investor ~~been~~accepted ~~issued~~the asCompany’s offer to redeem the warrant through a cashless redemption into 12,500 shares of the ~~date~~Company’s common stock at a price of ~~this~~$0.25 ~~report~~and the warrant was retired.

On February 8, 2024, entities belonging to Peter S. Chung and Timothy B. Ruggiero, collectively, accepted a Pre-Funded Common Stock Purchase Warrant to purchase three million shares of the Company’s restricted common stock at $0.01 per share until the Warrant has been exercised in full. ~~These~~This ~~warrants~~warrant ~~were~~was issued as full consideration for their surrendering of 1.9 million shares of the Company’s ~~Founders~~Founder's Common Stock.

See ~~due~~NOTE. to11 ~~related~~“Related ~~parties~~Party ~~and~~Transactions”, ~~notes~~Note ~~payable~~Payable section ~~in Note 8 and in Note 10~~ for ~~additional~~details ~~information~~ on convertible promissory notes issued with warrants on March 24, 2023, May 15, 2023, ~~July~~September 125, 2023, September 2023, ~~October 2, 2023,~~ April 1, 2024, and July 1, 2024.

F-30

Table of Contents

Warrants Issued for Management and Consulting Services

On July 1, 2021, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued a Class C warrant to purchase 250,000 common stock shares for a period of three years at an exercise price of $1.50. Prior to March 31, 2025, the Holders accepted the Company’s offer to redeem the warrants through a cashless redemption into 125,000 common stock shares at a price of $0.25 and the warrants were retired.

On May 26, 2022, the Company issued to Frank Horkey a Class C warrant to purchase 250,000 common stock shares for a period of three years at an exercise price of $1.50 as part of his executive compensation during the 2022 fiscal year. This warrant vested on July 1, 2022. Prior to March 31, 2025, t Frank Horkey accepted the Company’s offer to redeem the warrants through a cashless redemption into 62,500 shares of the Company’s common stock at a price of $0.25 and the warrant was retired.

On May 26, 2022, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued Class C warrant to purchase 500,000 common stock shares for a period of three years at an exercise price of $1.50 related to consulting services during fiscal 2022. ~~This~~These ~~warrant~~warrants vested on July 1, 2022. Prior to March 31, 2025, the Holders accepted the Company’s offer to redeem the warrants through a cashless redemption into 250,000 shares of the Company’s common stock at a price of $0.25 and the warrants were retired.

On June 12, 2022, Messrs. Horkey and Christiansen were ~~each~~ issued 250,000 class C ~~warrants~~warrant to purchase 250,000 shares of the Company’s common stock for a period of three years at an exercise price of $1.50. Exercise of these warrants commenced upon the effective date of the Company’s registration statement for serving on the Company’s Board of Directors. ~~These~~ ~~warrants~~Prior ~~vest~~to asMarch ~~follows:~~31, ~~eighty-three~~2025, ~~thousand~~the ~~three~~Holders ~~hundred~~accepted ~~thirty-three~~the ~~(83,333)~~Company’s ~~shares~~offer ~~upon~~to ~~signing~~redeem asthe ofwarrants ~~July~~through 1,a ~~2022;~~cashless ~~twenty~~redemption ~~thousand~~into ~~eight hundred thirty-three (20~~62,~~833)~~500 shares ~~vest~~each ~~quarterly~~of the ~~fiscal~~Company’s ~~year~~common ~~ended~~stock ~~June~~at ~~30,~~a ~~2024;~~price ~~twenty~~of ~~thousand~~$0.25 ~~eight~~and ~~hundred thirty-three (20,833) shares vest quarterly for~~ the ~~fiscal~~warrants ~~year~~were ~~ended June 30, 2025~~retired.

On June 12, 2022, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued a class C warrant to purchase 250,000 ~~shares of the Company’s~~ common stock shares for a period of three years at an exercise price of $1.50. Exercise of ~~these~~this ~~warrants~~warrant commenced upon the effective date of the Company’s registration statement for serving on the Company’s Advisory Board. ~~These~~Prior ~~warrants~~to ~~vest~~March ~~as follows: eighty-three thousand three hundred thirty-three (83~~31,~~333)~~ ~~shares upon signing as of July 1~~2025, ~~2022;~~the ~~twenty~~Holders ~~thousand~~accepted ~~eight~~the ~~hundred~~Company’s ~~thirty-three~~offer ~~(20,833)~~to ~~shares~~redeem ~~vest~~the ~~quarterly~~warrants ~~the~~through ~~fiscal~~a ~~year~~cashless ~~ended~~redemption ~~June~~into 3062,500 ~~2024;~~common ~~twenty~~stock ~~thousand~~shares ~~eight~~at ~~hundred~~a ~~thirty-three~~price ~~(20,833)~~of ~~shares~~$0.25 ~~vest~~and ~~quarterly for~~ the ~~fiscal~~warrants ~~year~~were ~~ended June 30, 2025~~retired.

On July 1, 2023, Squadron Marketing LLC and Lazarus Asset Management LLC were ~~each~~ issued a class C warrant to purchase 250,000 shares of the Company’s common stock for a period of three years at an exercise price of $1.50. Prior to March 31, 2025, the Holders accepted the Company’s offer to redeem the warrants through a cashless redemption into 62,500 common stock shares at a price of $0.25, and the warrant was retired.

On July 1, 2023, Mr. Horkey was issued a class C warrant to purchase 250,000 ~~shares of the Company’s~~ common stock shares for a period of three years at an exercise price of $1.50. Prior to March 31, 2025, the Holder accepted the Company’s offer to redeem the warrants through a cashless redemption into 62,500 common stock shares at a price of $0.25 and the warrant was retired.

OnF-31 ~~July~~Table ~~1, 2024, Squadron Marketing LLC and Sparta Road LTD were each issued a class C warrant to purchase 250,000 shares~~ of ~~the Company’s common stock for a period of three years at an exercise price of $1.50.~~Contents

On July 1, 2024, ~~Mr.~~Squadron ~~Horkey~~Marketing ~~was~~LLC and Sparta Road LTD were each issued a class C warrant to purchase 250,000 ~~shares of the Company’s~~ common stock shares for a period of three years at an exercise price of $1.50.Prior to March 31, 2025, the Holders accepted the Company’s offer to redeem the warrants through a cashless redemption into 62,500 common stock shares each at a price of $0.25, and the warrants were retired.

~~F-21~~On ~~Table~~July 1, 2024, Mr. Horkey was issued a class C warrant to purchase 250,000 common stock shares for a period of ~~Contents~~three years at an exercise price of $1.50. Prior to March 31, 2025, the Holder accepted the Company’s offer to redeem the warrants through a cashless redemption into 62,500 common stock shares at a price of $0.25, and the warrant was retired.

On July 1, 2024, Antonio Oliveira’ was issued a Class C warrant to purchase 250,000 restricted common stock shares for his three-year Advisory Board position vesting as follows:; ~~twenty~~83,333 ~~thousand~~shares ~~eight~~upon ~~hundred~~signing ~~thirty-three~~as (of July 1, 2024; 20,833) shares vest quarterly the fiscal year ended June 30, ~~2025~~2024; ~~twenty thousand eight hundred thirty-three (~~20,833) shares vest quarterly for the fiscal year ended June 30, ~~2026~~2025. ~~and~~Prior ~~twenty~~to ~~thousand~~March ~~eight~~31, ~~hundred~~2025, ~~thirty-three~~the ~~(20,833)~~Holder ~~shares~~accepted ~~vest~~the ~~quarterly~~Company’s ~~for~~offer to redeem the ~~fiscal~~warrant ~~year~~through ~~ended~~a ~~June~~cashless 30redemption into 62,500 ~~2027~~common stock shares at a price of $0.25 and the warrant was retired.

On July 1, 2024, Matthew Cohen was issued a warrant to purchase 250,000 restricted common stock shares for his three-year board position vesting as follows: 83,333 shares upon signing as of July 1, 2024; 20,833 shares vest quarterly the fiscal year ended June 30, 2024; 20,833 shares vest quarterly for the fiscal year ended June 30, 2027. Mr. Cohen resigned effective December 31, 2024, and therefore vested only two quarters of his stock and warrant; the adjustments necessary to record his resignation was done on January 1, 2025. Prior to March 31, 2025, Mr. Cohen accepted the Company’s offer to redeem the warrants through a cashless redemption into 10,417 common stock shares at a price of $0.25 and the warrant was retired.

~~twenty~~Certain ~~thousand~~of ~~eight~~the ~~hundred~~shares ~~thirty-three~~and ~~(20~~warrants noted above were issued to Board Members,~~833)~~ ~~shares~~Advisory ~~vest~~Board ~~quarterly~~Members ~~the~~and ~~fiscal~~Consultants ~~year~~for ~~ended~~services ~~June~~to ~~30,~~be ~~2025;~~rendered ~~twenty~~for ~~thousand~~periods ~~eight~~subsequent ~~hundred~~to ~~thirty-three~~March ~~(20~~31,~~833)~~ 2025. Amounts related to shares ~~vest~~issued ~~quarterly~~as compensation for ~~the~~services ~~fiscal~~not ~~year~~yet ~~ended~~performed ~~June~~are ~~30,~~treated ~~2026~~as prepaid consulting (current and ~~twenty~~non-current). ~~thousand~~The ~~eight~~amounts ~~hundred~~will ~~thirty-three~~be ~~(20,833)~~recognized ~~shares~~in ~~vest~~subsequent ~~quarterly~~periods ~~for~~as ~~the~~they ~~fiscal~~are ~~year~~earned ~~ended~~according ~~June~~to ~~30,~~the ~~2027~~Agreements.

~~Mr.~~F-32 ~~Cohen~~Table ~~resigned effective December 31, 2024, and therefore vested only two quarters~~ of ~~his stock and warrants; the adjustments necessary to record his resignation will be done on January 1, 2025.~~Contents

~~Certain~~The offollowing ~~the~~are ~~shares~~changes and ~~warrants~~balances ~~noted above were issued to Board Members, Advisory Board Members and Consultants~~ for ~~services~~common toshare beequivalent ~~rendered~~due ~~for periods subsequent~~ to ~~December~~outstanding ~~31, 2024~~warrants. Amounts related to shares issued as compensation for services not yet performed are treated as prepaid consulting (current and non-current). The amounts will be recognized in subsequent periods as they are earned according to the Agreements.:

The following is the outstanding warrant activity:

		Warrants -Common Share Equivalents			Weighted Average Exercise Price		Warrants exercisable Common Share Equivalents			Weighted Average Exercise Price
Outstanding June 30, 2023			4,224,089		$	1.47		3,557,422		$	1.47
Additions	Granted		770,000			1.5		770,000			1.5
Additions	Vested		-			-		333,334			1.5
Additions	Granted		1,005,000			0.75		1,005,000			0.75
Additions	Granted		3,000,000			0.1		3,000,000			0.1
Outstanding June 30, 2024			8,999,089		$	0.91		8,665,756		$	0.88
Additions	Granted		650,000			1.5		275,000			1.5
Additions	Granted		225,381			0.75		225,381			0.75
Cancellations	Cancelled		(157,500	)		0.75		(157,500	)		0.75
Additions	Vested		-			-		-			-
Outstanding September 30, 2024			9,716,970		$	0.94		9,008,637		$	0.90
Additions	Granted		375,000			0.75		375,000			0.75
Additions	Granted		1,000,000			1.5		1,125,000			1.5
Cancellations	Cancelled		(300,000	)		0.75		(300,000	)		0.75
Additions	Vested		-			-		-			-
Outstanding December 31, 2024			10,791,970		$	0.99		10,208,637		$	0.97

Additions	Granted		135,558			0.75		135,558			0.75
Additions	Granted		319,831			1.50		319,831			1.50
Additions	Granted		30,000			0.01		30,000			0.01
Additions	Vested					1.50		375,000			1.50
Cancellations	Cancelled		(208,333	)		1.50					1.50
Exercised	Exercised		(5,536,172	)		1.50		(5,536,172	)		1.50
Exercised	Exercised		(2,097,390	)		0.75		(2,097,390	)		0.75
Exercised	Exercised		(90,000	)		0.01		(90,000	)		0.01
	Adjustment		(4,630	)		1.50		(4,630	)		1.50
Outstanding March 31, 2025			3,340,834			0.15		3,340,834			0.15

		Warrants -Common Share Equivalents		Weighted Average Exercise Price		Warrants exercisable Common Share Equivalents		Weighted Average Exercise Price
Outstanding June 30, 2021			187,500	$	0.75		187,500	$	0.75
Additions	Granted		3,497,833		1.5		1,247,833		1.5
Expired	Expired		-		-		-		-
	Exercised		-		-		-		-
Outstanding June 30, 2022			3,685,333	$	1.47		1,435,333	$	1.47
Additions	Granted		400,002		1.5		1,983,335		1.5
Additions	Granted		138,750		0.75		138,750		0.75
	Rounding Adjustment		4		1.47		4		1.47
Outstanding June 30, 2023			4,224,089	$	1.47		3,557,422	$	1.47
Additions	Granted		770,000		1.5		770,000		1.5
Additions	Vested		-		-		333,334		1.5
Additions	Granted		1,005,000		0.75		1,005,000		0.75
Additions	Granted		3,000,000		0.1		3,000,000		0.1
Outstanding June 30, 2024			8,999,089	$	0.91		8,665,756	$	0.88
Additions	Granted		650,000		1.5		275,000		1.5
Additions	Granted		225,381		0.75		225,381		0.75
Cancellations	Cancelled		-157,500		0.75		-157,500		0.75
Additions	Vested		-		-		-		-
Outstanding September 30, 2024			9,716,970	$	0.94		9,008,637	$	0.90
Additions	Granted		375,000		0.75		375,000		0.75
Additions	Granted		1,000,000		1.5		1,125,000		1.5
Cancellations	Cancelled		-300,000		0.75		-300,000		0.75
Additions	Vested		-		-		-		-
Outstanding December 31, 2024			10,791,970	$	0.99		10,208,637	$	0.97

As of March 31, 2025, the weighted average remaining contractual life of the warrants was 1.87 years

These warrants were valued using a Black Scholes calculation applying the following factors: a stock price of $0.16, an exercise price of $1.50, a volatility of ~~160~~170% to 172% and a risk-free interest rate of 54.29% to 4.46%.

F-2233 Table of Contents

~~Private~~NOTE ~~Placement~~17. ~~Transactions~~INCOME TAXES

The ~~Securities~~components ~~Purchase~~of ~~Agreements~~income tax balances for the periods ended March 31, 2025, and June 30, 2024, are as follows:

On July 22, 2022, we entered into a Securities Purchase Agreement with one private investor who is not a Selling Stockholder (defined above) to whom the Company sold $100,000 in aggregate principal amount for 133,333 shares of our common stock and warrants to purchase 133,333 shares of our common stock, with an exercise price of $1.50 per share and exercisable at any time before the close of business on December 31, 2025. On August 8, 2022, the same private investor for $100,000 purchased an additional 133,333 shares of our common stock and warrants to purchase 133,333 shares common stock shares, with an exercise price of $1.50 per share and exercisable at any time before the close of business on December 31, 2025. On January 30, 2023, the same investor purchased for $100,000, an additional 133,334 shares of restricted common stock with the terms of these issuances. The Company closed the transactions contemplated by the Securities Purchase Agreement. The Company issued the securities contemplated under the Securities Purchase Agreement in reliance upon the exemption from registration pursuant to Section 4(a)(2) of the Securities Act. (B)

	For the Nine Months Ended			For the Fiscal Year Ended
	31-Mar-25			30-Jun-24

Net losses before taxes	$	1,122,930		$	1,023,271
Adjustments to arrive at taxable income/loss
Permanent differences:		83,921			-
Temporary differences:		-			-
Taxable income (loss)		1,206,851			1,023,271

Current Year Taxable Income (loss)		1,206,851			1,023,271
NOL carried forward (tax return)		7,023,798			6,000,527
NOL carried forward at period end		8,230,649			7,023,798

Deferred Tax Asset - Federal Rate (21%)	$	1,728,436		$	1,474,998
Deferred Tax Asset - State Rate (5.5%)		452,686			294,243
		2,181,122			1,769,241
Valuation Allowance		(2,181,122	)		(1,769,241	)
Deferred tax asset per books		-			-

NoNOTE ~~shares~~18 ~~were~~– ~~issued~~SUBSEQUENT ~~in the period ended December 31, 2024.~~EVENTS

The Registration Rights Agreements

On November 10, 2021, in connection with the closing of the transactions contemplated by the Securities Purchase Agreement, we entered into Registration Rights Agreements with the selling stockholders who are parties to the Securities Purchase Agreement. With respect to the selling stockholders who are party to the Securities Purchase Agreement, we are obligated to file a registration statement registering the resale of (i) their Warrant Shares, (ii) any Shares issuable under the terms of the Securities Purchase Agreement, and (iii) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization, or similar event with respect to the foregoing.

Pursuant to the Registration Rights Agreements, the Company agreed to file the registration statement(s) no later than the earlier of (a) 180-days after an initial public offering by the Company or (b) twelve (12) months after effective date of the Registration Rights Agreement. Furthermore, we agreed to grant the parties to the Securities Purchase Agreement a “piggy-back” registration right upon at least 10-day notice prior to the Company’s filing of a registration statement (or confidential submission in draft form) with the SEC. As contemplated by the terms of the Registration Rights Agreements, the Company filed a registration statement on Form S-1, as amended, that became effective on September 8, 2022.

NOTE 14 – SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that the following subsequent event needed to be disclosed.

~~One~~On ~~February~~April 3, 2025, ~~Frank Horkey,~~ the Company’s ~~President/Chief~~received ~~Financial~~$10,000 ~~Officer~~in ~~advanced~~proceeds ~~the~~from ~~Company~~a ~~$70,000~~private ~~subject~~investor toin connection with a ~~note~~private ~~payable~~placement ~~bearing~~of ~~interest~~20,000 atshares 6%of ~~with~~the aCompany’s ~~maturity~~common stock. As of ~~April~~the 3date of this filing, ~~2025~~the shares have not been issued.

On ~~October~~April 57, ~~2024~~2025, athe ~~private~~Company ~~investor~~received ~~purchased 100~~$50,000 ~~restricted~~in ~~common~~proceeds ~~stock~~from ~~shares~~a ~~for~~private ~~$100,000.~~investor Inin ~~addition,~~connection ~~the~~with ~~investor received~~ a ~~warrant~~private toplacement ~~purchase~~of 100,000 shares of the Company’s common stock. ~~for~~As ~~a period~~ of ~~three~~the ~~years~~date ~~exercisable~~of atthis ~~$1.50 per share prior to October 5~~filing, ~~2027.~~the ~~The~~ shares ~~from this transaction~~ have not been issued. ~~The obligation to issue shares results in a subscription payable balance of $100,000 on December 31, 2024..~~

On ~~October~~April 1116, ~~2024~~2025, athe ~~private~~Company ~~investor~~received ~~purchased 100~~$150,000 ~~restricted~~in ~~common~~proceeds ~~stock~~from ~~shares~~a ~~for~~private ~~$100,000.~~investor Inin ~~addition,~~connection ~~the~~with ~~investor received~~ a ~~warrant~~private toplacement ~~purchase~~of ~~100~~300,000 shares of the Company’s common stock. ~~for~~As ~~a period~~ of ~~three~~the ~~years~~date ~~exercisable~~of atthis ~~$1.50 per share prior to October 11~~filing, ~~2027.~~the ~~The~~ shares ~~from this transaction~~ have not been issued. ~~The obligation to issue shares results in a subscription payable balance of $100,000 on December 31, 2024.~~

On ~~October~~May 157, ~~2024~~ 2025, athe ~~private~~Company ~~investor~~received ~~purchased 50~~$100,000 ~~restricted~~in ~~common~~proceeds ~~stock~~from ~~shares~~a ~~for~~private ~~$50,000.~~investor Inin ~~addition,~~connection ~~the~~with ~~investor received~~ a ~~warrant~~private toplacement ~~purchase~~of 50200,000 shares of the Company’s common stock. ~~for~~As ~~a period~~ of ~~three~~the ~~years~~date ~~exercisable~~of atthis ~~$1.50 per share prior to October 15~~filing, ~~2027.~~the ~~The~~ shares ~~from this transaction~~ have not been issued. ~~The obligation to issue shares results in a subscription payable balance of $50,000 on December 31, 2024.~~

~~F-23~~On ~~Table~~May of12, ~~Contents~~2025, the Company was approved for uplisting from the OTC Pink Market to the OTCQB Venture Market, having met all eligibility requirements. As a result, investors now have access to real time Level 2 quotes for the Company’s securities. enhancing market visibility and transparency.

On May 31, 2025, the Company received $100,000 in proceeds from a private investor in connection with a private placement of 200,000 shares of the Company’s common stock. As of the date of this filing, the shares had not yet been issued.

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Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation.

T-Rex Acquisition Corp is hereinafter referred to as “we”, “our”, or “us”.

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

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RESULTS OF OPERATION

Quarter Ended ~~December~~March 31, ~~2024~~2025, Compared to Quarter Ended ~~December~~March 31, ~~2023~~2024

~~Revenue~~ Revenues for the ~~Quarter~~quarter ended ~~December~~March 31, ~~2024~~2025, was $ 08,226 compared to $~~2,912~~0 for the quarter ended ~~December~~March 31, ~~2023~~2024, aan ~~decrease~~increase of $28,~~912~~226 or 100%. The ~~decrease~~increase in revenues is primarily attributable to acommencement ~~consolidation~~ of ~~our~~ mining and co-location operation at aour Orofino co-location facility ~~that we will own~~. ~~Accordingly, mining activity was halted while operational changes were made.~~

Our net loss for the quarter ended ~~December~~March 31, ~~2024~~2025, was $~~417~~393,~~427~~688 compared to a net loss of $~~224~~247,~~192~~713 during the quarter ended ~~December~~March 31, ~~2023~~2024. The $~~193~~147,~~235~~ 975 increase in the net loss is primarily attributable to aan ~~change~~increase in ~~fair~~share-based ~~market~~compensation ~~value~~and ofthe ~~our~~increase ~~derivatives,~~in ~~electricity~~revenues ~~and~~noted ~~professional services~~above.

During the three months ended ~~December~~March 31, ~~2024~~2025, we incurred operating expenses of $~~320~~375,~~188~~255 compared to $~~215~~235,~~282~~762 for the same period in ~~2023~~2024. This ~~increase~~decrease in expenses was mainly due to ~~increase~~decreases in ~~electricity~~share-based compensation and ~~professional~~administration ~~expenses~~fees.

During the quarter ended ~~December~~March 31, ~~2024~~2025, we incurred interest ~~expenses~~expense of $1116,~~865~~246 compared to $49,~~879~~951 incurred during the quarter ended ~~December~~March 31, ~~2023~~2024.

LIQUIDITY AND CAPITAL RESOURCES

Quarter Ended ~~December~~March 31, ~~2024~~2025

As of ~~December~~March 31, ~~2024~~2025, our current assets were $~~224~~114,~~165~~775 and our current liabilities were $1,~~575~~902,~~951~~443 which resulted in a working capital deficit of $1,~~351~~787,~~786~~668.

Cash Flows from Operating Activities

For the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025, net cash flows used in operating activities was $~~481~~506,~~329~~679 compared to $~~305~~486,~~430~~495 for the same period in ~~2023~~2024.

Cash Flows from Investing Activities

For the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025, and ~~2023~~2024, cash used by investing activities was $251,553 and $0 for the same period in 2024.

Cash Flows from Financing Activities

For the ~~six~~nine months ended ~~December~~March 31, 2025, and 2024, net cash ~~flows~~flow ~~provided~~ by financing activities ~~were~~was $~~481~~759,~~437~~067 ~~compared~~and to $~~282~~462,~~723~~599 for the same period, ~~in 2023~~respectively.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our proceeds from the sales of stock and generation of revenues from acquisitions. Our working capital requirements are expected to increase in line with the growth of our business.

Our principal demands for liquidity are to increase business operations and for general corporate purposes. We intend to meet our liquidity requirements, including capital expenditures related to future business operations, and the expansion of our business, through cash flow provided by funds raised through proceeds from the issuance of debt or equity.

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MATERIAL COMMITMENTS

The Company, through its wholly owned subsidiary, Raptor Mining, previously had contracts with two co-location cryptocurrency mining facilities. These facilities provided the Company with electricity and maintenance of our Crypto miner hardware. ~~Since~~In March 2025, the ~~period~~Company ~~ended~~consolidated ~~June~~it ~~30,~~mining ~~2024,~~operations in the newly acquired co-location facility in Orofino, Idaho. The Company ~~has~~issued ~~planned~~approximately to$474,000 ~~consolidate~~debt, ~~its~~of ~~mining~~which ~~operations~~approximately to$267,000 ~~one~~which ~~facility~~is due May 15, 2025.

~~Convertible~~CONVERTIBLE NOTES ~~Debentures~~PAYABLE

See ~~due~~Note.11 to“Related ~~related~~Parties” ~~parties~~Note ~~and~~Payable ~~notes payable~~ section inand Note.13 9“Notes ~~and~~Payable-Unrelated ~~Note~~Third ~~11.~~Parties” for additional information on convertible promissory notes ~~issued on March 24, 2023, May 15, 2023, July 1, 2023, September 25, 2023, October 2, 2023, March 12, 2024, April 1, 2024, July 1, 2024, and October 1, 2024~~.

PURCHASE OF SIGNIFICANT EQUIPMENT

InAs ~~anticipation~~part of ~~completing~~ the acquisition of the Orofino ID facility, ~~the~~in ~~Company~~March ~~has~~2025, ~~applied~~we ~~for~~acquired ~~lease~~transformers, ~~financing~~panels ~~for~~and ~~the~~distribution ~~purpose~~equipment ofand ~~securing~~33 ~~275~~miscellaneous ~~latest~~crypto ~~generation~~currency ~~ASIC 270 terrahache~~ miners ~~over the next sixty days~~. ~~Pricing~~The ~~for~~value ~~ASIC miners is generally directly related to the price~~ of ~~bitcoin;~~all ~~as of~~ the ~~date~~equipment ofis ~~this filing, these particular ASIC miners cost between~~ $8165,~~500~~563 ~~and $9,000 per ASIC miner. Our planned lease of these miners is subject to our financial ability to do so and/or to obtain debt financing to pay for the ASIC miners.~~

CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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GOING CONCERN

As reflected in the accompanying financial statements, the Company incurred a net loss of $~~729~~1,~~242~~122,930 during the ~~six~~nine months ended ~~December~~March 31, ~~2024~~2025, and had accumulated deficit of $78,~~753~~146,~~040~~728, and a working capital deficit of $1,~~351~~787,~~786~~688 as of ~~December~~March 31, ~~2024~~2025. While the Company is attempting to generate greater revenues, the Company’s cash position ~~may~~is ~~not~~inadequate ~~be significant enough~~ to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect and there is a substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues and raise capital.

RECENTLY ISSUED ACCOUNTING STANDARDS

Under ASU No. 2023-08, effective December 15, 2024, with early adoption permitted, companies are required to mark bitcoin and similar digital assets to market at each reporting period. This guidance ensures the bitcoin holdings are recorded at fair market value, reflecting any unrealized gains or losses at the end of each period. The Company adopted this new accounting standard early, as of the quarter ending June 30, 2024, to enhance the transparency of its financial reporting. This adoption aligns with evolving regulatory practices surrounding digital assets and provides stakeholders with timely and relevant information on asset valuation.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosure about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the periods covered by this report, our chief executive officer/chief financial officer concluded that our disclosure controls and procedures were not effective.

MANAGEMENT’S QUARTERLY REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our Chief Executive Officer/Chief Financial Officer is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

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· Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and, · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer/Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of ~~December~~March 31, ~~2024~~2025. In making this assessment, management used the criteria set forth by the 1992 Committee of Sponsoring Organizations of the Treadway Commission (“2013 COSO”) in Internal Control — Integrated Framework.

Based on our assessment, our Chief Executive Officer/Chief Financial Officer believes that, as of ~~December~~March 31, ~~2024~~2025, our internal control over financial reporting is not effective based on those criteria, due to the following:

· Deficiencies in Segregation of Duties. Lack of proper segregation of functions, duties, and responsibilities with respect to our cash and control over the disbursements related thereto due to our very limited staff, including ~~our~~ accounting personnel. ~~Deficiencies in the staffing of our financial accounting department~~t. The number of qualified accounting personnel with experience in public company SEC reporting and GAAP is limited. This weakness does not enable us to maintain adequate controls over our financial accounting and reporting processes regarding the accounting for non-routine and non-systematic transactions. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, by this shortage of qualified resources.

In light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that ~~(1)~~ this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the periods covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only Management’s Report in this report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

~~There~~Through ~~were~~March ~~no significant changes in our internal control over financial reporting during the six months ended December~~ 31, ~~2024~~2025, there were no changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is presently not involved in any legal proceedings which in the opinion of management are likely to have a material adverse effect on the Company’s consolidated financial position or results of operations.

Item 1A. Risk Factors.

There have been no material changes in the Company’s risk factors from those previously disclosed in our Restated Annual Report on Form 10-K for the year ended June 30, 2024.

Item 2. Unregistered Sales of Equity Securities.

OnFor ~~July~~equity 1disclosures, ~~2023,~~see ~~the Company issued Frank Horkey (“Horkey”) a $75,000 Senior Secured Convertible Promissory~~ Note ~~as partial settlement for management compensation owed~~. ~~The note bears interest at a rate of 10% per annum and is convertible to the Company’s common stock at a rate of $0.50 per share. As further inducement~~9, ~~the Company agreed to issue Horkey 75,000 restricted common stock shares and issued~~ 11(a ~~warrant to purchase 150~~),~~000~~ ~~shares of its restricted common stock at a price of $0.75 per share~~13, ~~any time prior to July 1~~15, ~~2026, the warrant expiration date. On January 1, 2024, the note principal owed was $75,000~~ and ~~accrued~~16 ~~interest~~of ~~owed was $3,750. On this date~~ the ~~note~~accompanying ~~was~~unaudited ~~cancelled~~financial ~~and replaced with a new Senior Secured Convertible Promissory Note~~statements, which ~~was~~are ~~issued~~incorporated ~~with~~by areference ~~principal balance of $78,750, an interest rate of 10% per annum, a conversion rate of $0~~herein.50 per share and a maturity date of June 30, 2024. Under the new note the Company agreed to issue 78,750 shares of the Company’s common stock and issued a warrant to purchase 157,500 shares of the Company’s common stock at $0.75 per share, any time prior to January 1, 2027, the warrant expiration date. No shares were issued or warrants exercised as of December 31, 2024.

On July 1, 2023, the Company issued Lazarus Asset Management LLC (“Lazarus”) a $75,000 Senior Secured Convertible Promissory Note as partial settlement for management compensation owed. The note bears interest at a rate of 10% per annum and is convertible to the Company’s common stock at a rate of $0.50 per share. As further inducement, the Company agreed to issue Lazarus 75,000 shares of its restricted common stock and issued a warrant to purchase 150,000 shares of its restricted common stock at a price of $0.75 per share, any time prior to July 1, 2026, the warrant expiration date. On January 1, 2024, the note principal owed was $75,000 and accrued interest owed was $3,750, at which time the note was cancelled and a new Senior Secured Convertible Promissory Note was issued in its place, with a principal balance of $78,750, an interest rate of 10% per annum and a conversion rate of $.50 per share. Under the new note the Company agreed to issue 78,750 shares of the Company’s common stock and issued a warrant to purchase 157,500 shares of the Company’s common stock at $.75 per share, any time prior to January 1, 2027, the warrant expiration date. The principal and interest owed on June 30, 2024, was $82,688. Lazarus assigned $36,624 and $5,000 of the principal to two other stockholders. The note payable balance was canceled on July 1, 2024, and a new Senior Secured Convertible Promissory Note was issued with a principal of $41,064, interest rate of 10% per annum, conversion rate of $.50 per share and maturity date of June 30, 2024. As further inducement to settle amounts owed as compensation, the Company agreed to issue 41,064 restricted shares of its common stock and a warrant to purchase 82,128 restricted common shares at $0.75 per share at any time prior to July 1, 2027, the warrant expiration date. No shares were issued or warrants exercised under this agreement.

On December 6, 2023, the Company agreed to sell to a private investor 20,000 Units at a price of $0.75 per Unit. Each Unit consists of one share of the Company’s restricted common stock and a warrant to purchase an additional share of the Company’s restricted common stock at a price of $1.50 any time prior to December 6, 2026. The shares from this transaction have not been issued as of the date of this report. On October 2, 2023, the Company issued to a private investor a 180-day Senior Secured Convertible Promissory Note bearing an interest rate of 10% for $25,000, which may be converted at $.50 per share at any time during the period. As further inducement to purchase this Note, the Company agreed with Investor to issue 25,000 restricted common stock shares and a warrant to purchase 50,000 restricted common stock shares exercisable at $.75 per share any time prior to October 2, 2026. The shares from this transaction have not been issued as of the date of this report. On February 9, 2024, the Company issued Sparta Road Ltd. a $50,000 Senior Secured Convertible Promissory Note bearing an interest rate of 5% per annum which is convertible at $0.25 per share. As an incentive to make this loan, Sparta Road Ltd. received 100,000 restricted common stock shares. This Note was issued in exchange for advances made by Lazarus Asset Management LLC to cover certain expenses of the Company. The shares from this transaction have not been issued as of the date of this report.

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On March 12, 2024, the Company issued to a private investor a 180-day Secured Convertible Promissory Note bearing an interest rate of 5% for $10,000, which may be converted at $0.50 per share at any time during the period. As further inducement to purchase this Note, the Company agreed with Investor to issue 20,000 restricted common stock shares. The shares from this transaction have not been issued as of the date of this report. On July 1, 2024, the Company issued to a private investor a 180-day Secured Convertible Promissory Note bearing an interest rate of 10% for $5,000, which may be converted at $0.50 per share at any time during the period. As further inducement to purchase this Note, the Company agreed with Investor to issue 5,000 shares of the Company’s restricted common stock and a warrant to purchase 20,000 restricted common stock shares at any point prior to June 30, 2027. On July 1, 2024, the Company issued to a private investor a 180-day Secured Convertible Promissory Note bearing an interest rate of 10% for $36,624, which may be converted at $0.50 per share at any time during the period. As further inducement to purchase this Note, the Company agreed with Investor to issue 5,000 restricted common stock shares and a warrant to purchase 73,248 restricted common stock shares at any point prior to June 30, 2027.

On July 17, 2024, the Company issued to a private investor a 365-day Secured Convertible Promissory Note bearing an interest rate of 12% for $10,000, which may be converted at $0.50 per share at any time during the period. As further inducement to purchase this Note, the Company agreed with Investor to issue 25,000 restricted common stock shares.

On September 25, 2024, a private investor purchased 150,000 restricted shares of the Company’s common stock for $150,000. In addition, the investor received a warrant to purchase 150,000 shares of the Company’s common stock for a period of three years exercisable at $1.50 per share, prior to September 25, 2027. The shares from this transaction have not been issued as of the date of this report.

On October 5, 2024, a private investor purchased 100,000 restricted common stock shares for $100,000. In addition, the investor received a warrant to purchase 100,000 shares of the Company’s common stock for a period of three years exercisable at $1.50per share, prior to October 5, 2027. The shares from this transaction have not been issued as of the date of this report.

On October 11, 2024, a private investor purchased 100,000 restricted common stock shares for $100,000. In addition, the investor received a warrant to purchase 100,000 shares of the Company’s common stock for a period of three years exercisable at $1.50per share, prior to October 11, 2027. The shares from this transaction have not been issued as of the date of this report.

On October 15, 2024, a private investor purchased 50,000 restricted shares of the Company’s common stock for $50,000. In addition, the investor received a warrant to purchase 50,000 shares of the Company’s common stock for a period of three years exercisable at $1.50per share, prior to October 15, 2027. The shares from this transaction have not been issued as of the date of this report.

Item 3. Defaults upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

The exhibit listed on the Exhibit Index (following the signatures section of this quarterly report dated ~~December~~March 31, ~~2022~~2025, on Form 10-Q are included, or incorporated by reference, in this ~~six~~ nine-months ended ~~December~~March 31, ~~2024~~2025, Report on Form 10-Q.

Exhibit No.		Description

3.1		Articles of Incorporation incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on July 25, 2008
3.3		Bylaws, incorporated by reference to Exhibit 3.3 of our Registration Statement on Form S-1/A filed on August 31, 2022
31.1		Certification of Principal Executive Officer and Principal Financial Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS		XBRL Instance Document**
101.SCH		XBRL Taxonomy Schema**
101.CAL		XBRL Taxonomy Calculation Link base**
101.DEF		XBRL Taxonomy Definition Linkbase**
101.LAB		XBRL Taxonomy Label Linkbase**
101.PRE		XBRL Taxonomy Presentation Linkbase**

_____________

* Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	T-REX Acquisition Corp.a Nevada corporation
February 21, 2024	By:	/s/ Frank Horkey
June 6, 2025	By:	/s/ Frank Horkey
		Frank Horkey
	Its:	Chief Financial Officer
February 21, 2024	By:	/s/ Frank Horkey
June 6, 2025	By:	/s/ Frank Horkey
		Frank Horkey
	Its:	President

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

February 21, 2024	By:	/s/ Frank Horkey
June 6, 2025	By:	/s/ Frank Horkey
		Frank Horkey
	Its:	Chief Financial Officer

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Filing Compare · T-REX Acquisition Corp.