UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC. 20549

FORM 10-K

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

For the fiscal year ended June 30, ~~2024~~2025

☐	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
(Address of principal executive offices)		(Zip Code)

(954) 960-7100

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class registered:		Name of each exchange on which registered:
None		None

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

Title of each class registered:

Common stock

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 (§ 229.405 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~~checkmark ~~mark~~ if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.: As of ~~June~~December 3031, 2024, approximately $16,~~822~~389,318.

As of date of filing ~~November~~October 2030, ~~2024~~2025, there were 1825,~~223~~067,~~953~~479 shares of the issuer’s common stock issued and outstanding (par value $0.0001).

Documents incorporated by reference. There are no annual reports to security holders, proxy information statements, or any prospectus filed pursuant to Rule 424 of the Securities Act of 1933 incorporated herein by reference.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	4
Item 1A.	Risk Factors	67
Item 1B.	Unresolved Staff Comments	1214
Item 1C.	Cyber Security	1214
Item 2.	Properties	1315
Item 3.	Legal Proceedings	1415
Item 4.	Mine Safety Disclosures	1415
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1516
Item 6.	Selected Financial Data	1923
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1924
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2328
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2429
Item 9A.	Controls and Procedures	2429
Item 9B.	Other Information	2530
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2631
Item 11.	Executive Compensation	2833
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3036
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3137
Item 14.	Principle Accounting Fees and Services	3137
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	3237

CERTIFICATIONS

Exhibit 31 –	Management certification

Exhibit 32 –	Sarbanes-Oxley Act

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PART I

Forward-Looking Information

This Annual Report of T-REX Acquisition Corp. on Form 10-K contains forward-looking statements, ~~particularly~~such ~~those~~as ~~identified with the words,~~ “anticipates,” “believes,” “expects,”, “may”, “will”, “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussion and Analysis and Plan of Operations,” ~~generally, and specifically therein under the captions “Liquidity and Capital Resources”~~ as well as elsewhere in this Annual Report on Form 10-K. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. New risks emerge from time to time; therefore, it is not possible to predict all risks. No representation, guaranty, or warranty is to be inferred from forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results,; ~~and,~~ accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements, statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

This annual report on Form 10-K (the “10-K”) includes the Company’s audited financial statements for the fiscal years ending June 30, ~~2024~~2025, and ~~2023~~2024.

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T-REX Acquisition Corp is referred to herein as the “Company”,” “us”,” or “we”. ”

ITEM 1. BUSINESS

Industry Information

Provide up to date industry information and cite source of data.

Description of Business

Cryptocurrency Mining and Virtual Asset Acquisition

~~For~~We ~~the~~were ~~fiscal~~formed ~~year~~on ~~ending~~January ~~June 30~~16, ~~2024~~2008, in the ~~Company~~state ~~has~~of ~~become~~Nevada anunder ~~emerging~~the ~~technology~~name ~~company~~Plethora ~~focused~~Resources, onInc. ~~the~~as ~~various~~a ~~verticals~~development ~~with~~stage enterprise. The Company was originally organized to engage in the ~~cryptocurrency~~business ~~industry~~of consulting to oil and ~~related~~gas ~~intangible~~exploration ~~assets~~companies ~~that~~interested ~~are~~in ~~connected~~obtaining toexploration ~~distributed~~and ~~ledger~~production ~~technologies. Through~~licenses ~~our~~at ~~wholly~~auction ~~owned~~for ~~operating~~oil ~~subsidiary,~~and ~~Raptor~~gas ~~Mining~~properties ~~LLC,~~in aRussia. ~~Florida~~We ~~Limited~~later ~~Liability~~changed ~~Company~~its ~~(“Raptor~~name ~~Mining”),~~to weSync2 ~~are~~Networks ~~engaged~~Corp when the Company began to engage in ~~cryptocurrency~~software-related ~~mining~~services. On March 20, ~~which~~2014, iswe ~~the~~changed ~~process~~our ofname ~~receiving~~to ~~cryptocurrency~~TREX ~~rewards~~Acquisition ~~for~~Corp. ~~securing~~after ~~particular~~its ~~distributed~~business ~~ledger~~operations ~~platforms~~under the Sync2 Networks’ branding had ceased. As ofOn June 3021, ~~2024~~2021, we ~~had~~pivoted ~~two~~from ~~cryptocurrency~~seeking ~~mining~~an ~~locations,~~acquisition ~~however,~~candidate ~~since~~to ~~March~~operating ~~2024,~~a ~~our~~cryptocurrency mining ~~operations~~business. ~~were~~On ~~paused;~~February ~~the~~17, ~~contracts~~2022, ~~for~~we ~~these~~began ~~two~~mining ~~locations~~Bitcoin ~~were~~at ~~subsequently~~Ace ~~terminated~~Hosting, ~~and~~ a ~~new~~Tampa, ~~contract~~Florida ~~was~~data ~~entered~~center inlocated. ~~October~~On June 30, ~~2024~~2022, tothe ~~resume~~Company ~~mining~~changed atits aname ~~single~~to ~~location~~“T-REX Acquisition Corp.”

The first distributed ledger platform that we are securing is Bitcoin. “Bitcoin” refers to the entire decentralized distributed ledger technology founded, upon information and belief, by a person using the pseudonym Satoshi Nakamoto, and maintained by thousands of volunteers globally since January 2009. Bitcoin was the first decentralized digital currency that could be exchanged without a central controlling authority. Bitcoin could be exchanged on peer-to-peer network that supports direct transactions between users independent of any intermediary. Lowercase “bitcoin” refers to the virtual asset (cryptocurrency) that is used to incentivize miners to maintain the protocol network named Bitcoin. The Company regularly researches other opportunities to secure additional distributed ledger systems and protocols.

On February 17, 2022, the Company began to receive bitcoin rewards (or some fraction thereof) from the Bitcoin network. The Company generates revenue when it converts the Bitcoin rewards that it receives for mining into United States Dollars (“USD”). The Company’s first Bitcoin mining operation was located in Tampa, Florida. The Company has since contracted with Simple Mining LLC, a Cedar-Falls, Iowa-based provider of co-location Bitcoin mining hosting services.

Investing in our 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”.

Subsidiaries

~~The~~As ~~Company~~of isJune 30, 2025, we were a holding ~~which~~company ~~wholly~~with ~~owns~~ the following subsidiaries: a Raptor Mining LLC, a Florida limited liability company (“Raptor ~~Mining~~”); and TRXA Merger Sub, Inc., an inactive Delaware corporation (“Merger Sub”), Megalodon Mining and Electric, LLC, a Florida limited liability company (“Megalodon”);, ~~and~~Sabretooth ~~TRXA~~Mining ~~Merger Sub~~Containers, ~~Inc~~LLC., ana ~~inactive~~Florida ~~Delaware~~limited ~~corporation~~liability company (“~~Merger~~Sabretooth”), ~~Sub~~and Deinodon, a Florida limited liability company (“Deinodon”).

Raptor Mining’s operations include ~~the~~our ~~Company’s~~ cryptocurrency mining operations and virtual asset acquisitions. ~~The~~We ~~Company~~ formed Megalodon to investigate and potentially pursue a cryptocurrency co-location business model. The cryptocurrency co-location business model is based on a company which has access to data centers and inexpensive cryptocurrency 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 consideration. As of the date of this Report, the Company has entered into 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 we will complete this purchase agreement or that we will be successful in our consolidated operations.

In October 2024, Raptor assumed the operation of the data mining equipment and Megalodon assumed operations of the data center previously under letter of Intent in Orofino, Idaho. The transaction closed in March 2025, and the costs of operation paid on behalf of the seller of the facility for that five-month period prior to the acquisition of approximately $93,000 (as part of the purchase consideration) were capitalized into the acquisition cost. The $507,000 acquisition cost was financed with an 8 percent note payable to the seller of $267,555 due May 15, 2025, and a second promissory note and deed of trust (mortgage) in favor of Frank Horkey, our President, for approximately $207,000 and a previous closing credit of approximately $32,445.

We formed Sabretooth Mining Containers to fabricate and market deployable mining containers at the Orofino facility.

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Business Focus and Strategy

Our strategic focus is to secure and operate within the Bitcoin distributed ledger network and explore additional distributed ledger 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.

We began earning Bitcoin mining rewards on February 17, 2022, recognizing revenue based on the USD value of the rewards on the date mined. We seldomly retain Bitcoin on our balance sheet, and we generally convert received BTC into U.S. dollars or use it for payments to third parties.

Additional Information

~~The~~We ~~Company~~are is subject to the information requirements of the Securities and Exchange Act of 1934, as amended (“Exchange Act”),; ~~and,~~ in accordance therewith,; ~~files~~we file annual, quarterly, and special reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The Commission maintains an internet website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission. The periodic reports, proxy statements and other information that the Company files with the Commission are available for inspection on the Commission’s website free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the Commission. ~~The~~We ~~Company~~maintain ~~maintains~~ a website at https://~~trex~~www.t-~~acq~~rexminingsolutions.com/ where you may also access these materials free of charge. We have included our website address as an inactive textual reference only and the information contained in, and that can be accessed through, our website is not incorporated into and is not part of this report.

Employees & Employment Agreements

As of the date of this filing, ~~T-REX~~we ~~has~~have nofour ~~employees~~consultants, and ~~two~~the following officers,: (a) Frank Horkey (“Horkey”), ~~the~~our ~~Company’s~~ President and Chief Financial Officer, Michael Christiansen “Christiansen”, ~~the~~our ~~Company’s~~ Secretary ~~and~~ /Treasurer~~. John Bennett~~, ~~our~~and ~~prior~~Antonio ~~Chief Financial Officer~~Oliveira, ~~passed away in August 2024 at which time Frank Horkey became~~ our Chief ~~Financial~~Technology Officer.

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Competition

The cryptocurrency mining industry is highly competitive and rapidly evolving. ~~The~~We ~~Company~~face ~~faces~~ competition from both established and emerging companies, including publicly traded and private companies that have ~~substantial~~substantially more financial resources, more extensive operating histories, and greater access to capital than we do. Many of our competitors benefit from economies of scale and invest more in technology, infrastructure, ~~and~~ research and development, which enables them to operate more efficiently, secure mining equipment and energy at lower costs, and better withstand fluctuations in cryptocurrency prices. Additionally, some of our competitors have greater liquidity and access to capital markets, which allows them to expand their operations and respond more rapidly to market developments.

We define our principal competitors as other publicly traded ~~bitcoin~~Bitcoin miners ~~such~~because asthere ~~the~~is widely available information about their operations. The following: public companies (traded in the United States and internationally), are our competitors.

	·	Marathon Digital Holdings, Inc.
	·	Riot Platforms, Inc.
	·	CleanSpark, Inc.
	·	Hut 8 Mining Corp.
	·	Hive Blockchain Technologies, LTD.
	·	Iris Energy Limited

In this competitive landscape, we ~~will~~may experience challenges in maintaining or growing our market share and we may be at a disadvantage in terms of pricing, energy costs, and access to high-performance mining hardware. Given the significant resources of our competitors, we may face heightened competition for mining equipment and access to low-cost energy sources, which could impact our profitability. Furthermore, as the industry continues to attract significant investment, competition may intensify, which could further impact our ability to remain competitive.

5We ~~Table~~plan for our revenue streams to extend beyond direct crypto mining into other segments of ~~Contents~~the industry, such as collocation hosting, equipment sales, infrastructure development, software-as-a-service (SaaS), power curtailments, renewable energy credits and others. We plan to leverage strategic partnerships, technology, financial firms, consulting services for emerging ventures and other business opportunities in the blockchain infrastructure space.

~~The~~In ~~Company’s~~the ~~ability~~cryptocurrency tomining ~~successfully~~sector, ~~compete~~participation ~~will~~itself ~~depend~~drives oncompetition, ~~several~~as ~~factors,~~miners ~~including~~worldwide ~~but~~contribute ~~not~~hash ~~limited~~power to, ~~its~~earn ~~ability~~fractional torewards. ~~obtain~~Competing ~~adequate~~mining ~~financing,~~operations ~~maintain~~vary ~~access~~significantly toin ~~mining hardware~~infrastructure, ~~secure~~operational ~~favorable~~strategies, ~~energy~~equipment, ~~arrangements~~cooling, and ~~effectively~~most ~~manage~~critically, ~~operational~~power ~~risks~~costs. ~~Failure~~Competitors, tofrom ~~compete~~established ~~effectively~~to ~~with~~new ~~these larger~~players, ~~more~~all ~~established~~leverage ~~entities~~different ~~could~~economies ~~have~~of ascale ~~material~~and ~~adverse~~unique ~~effect~~strategies onto ~~our~~maximize ~~business,~~efficiency ~~financial condition,~~ and ~~results of operations~~revenue.

InWe ~~the~~face ~~cryptocurrency~~challenges in securing mining ~~sector~~equipment, ~~participation~~accessing ~~itself~~affordable ~~drives~~energy ~~competition~~resources, asand ~~miners~~scaling ~~worldwide~~operations ~~contribute hash power~~ to ~~earn~~remain ~~fractional rewards~~competitive. ~~Competing~~Furthermore, ~~mining~~fluctuations ~~operations vary significantly~~ in ~~infrastructure,~~cryptocurrency ~~operational~~values ~~strategies, equipment, cooling,~~ and ~~most~~potential ~~critically,~~regulatory ~~power~~changes ~~costs.~~could ~~Competitors,~~impact ~~from~~financial ~~established~~projections ~~to new players, all leverage different economies of scale~~ and ~~unique~~overall ~~strategies~~market ~~to maximize their efficiency and revenue~~dynamics.

~~The~~6 ~~Company’s~~Table ~~potential~~of revenue streams extend beyond direct cryptocurrency mining. Additional revenue opportunities include co-location hosting, equipment sales, infrastructure development, software-as-a-service (SaaS), power curtailments, renewable energy credits and others. Strategic partnerships with technology and financial firms also offer potential income growth, as do our consulting services for emerging ventures, along with potential pivots within the blockchain infrastructure space.Contents

The Company may face challenges in securing mining equipment, accessing affordable energy resources, and scaling operations to remain competitive. Furthermore, fluctuations in cryptocurrency values and potential regulatory changes could impact financial projections and overall market dynamics.

ITEM 1A. RISK FACTORS

General Risks

We have a history of operating losses, and we may be unable to achieve or sustain profitability.

We have a history of unprofitable operations and losses. We expect to continue to incur losses for the foreseeable future. Our losses could increase as we continue to work to develop our business. There is no assurance that we will ever become profitable or consistently sustain profitability

We have an unproven business model

We have recently shifted our focus to our blockchain and cryptocurrency mining business, and we may be unsuccessful in this business.

Prior to July 2021, we did not have any operations. In July 2021, we pursued a blockchain and cryptocurrency related business. Currently, our primary operations are focused on our cryptocurrency mining business. ~~The~~We ~~Company~~have ~~has~~acquired ~~entered into~~ a ~~Letter~~data ofcenter ~~Intent~~and tocertain ~~acquire~~mining anequipment ~~established a co-location facility~~ in Orofino, Idaho for the purposes of consolidating ~~its~~our present mining operations and to expand into the co-location hosting market. Our current strategy is new and unproven, is in an industry that is itself new and evolving and is subject to the risks discussed herein.

Although ~~bitcoin~~Bitcoin is presently the most prominent cryptocurrency, another cryptocurrency could supplant it as the most prominent cryptocurrency, which could have a materially negative effect on the demand for ~~bitcoin~~Bitcoin and, therefore, on its conversion spot price.

Emerging cryptocurrencies with advanced technology, greater efficiency, or better scalability could surpass Bitcoin in prominence. For instance, Ethereum’s smart contract capabilities or Solana’s transaction speed challenge Bitcoin’s position. Regulatory shifts or institutional adoption of competitors could further reduce Bitcoin’s demand. Additionally, environmental concerns surrounding Bitcoin’s Proof-of-Work mechanism may push users toward greener alternatives like Cardano. A loss of dominance could erode Bitcoin’s market value and diminish its network effect. Thus, Bitcoin’s continued prominence depends on its ability to adapt to evolving ~~market~~markets and technological trends

6The ~~Table~~demand offor ~~Contents~~Bitcoin may fall for other unknown reasons

The demand for ~~bitcoin~~Bitcoin could decline due to unforeseen factors beyond our awareness or control. These may ~~fall~~include ~~for~~technological ~~other~~breakthroughs ~~reasons~~rendering ~~unknown~~Bitcoin obsolete, macroeconomic shift reducing interest in digital assets, or unexpected regulatory changes that limit its use. Social trends, such as charging preferences toward cryptocurrencies or innovations like Central Bank Digital Currencies (CBDCs), could also play a role. Additionally, security vulnerabilities may contribute to declining demand. The dynamic and unpredictable nature of the ~~Company~~cryptocurrency market underscores the need to anticipate and adapt to such potential challenges.

~~The~~7 ~~demand~~Table for Bitcoin could decline due to unforeseen factors beyond the Company’s awareness or control. These may include technological breakthroughs rendering Bitcoin obsolete, macroeconomic shift reducing interest in digital assets, or unexpected regulatory changes that limit its use. Social trends, such as charging preferences toward cryptocurrencies or innovations like Central Bank Digital Currencies (CBDCs), could also play a role. Additionally, security vulnerabilities may contribute to declining demand. The dynamic and unpredictable nature of ~~the cryptocurrency market underscores the need to anticipate and adapt to such potential challenges.~~ Contents

~~The~~We ~~Company~~have ~~has~~ acquired and deployed miners that make use of application-specific integrated circuit (ASIC) chips, which are currently designed exclusively for ~~bitcoin~~Bitcoin mining; if the demand for bitcoin experiences a sustained, substantial reduction, and the conversion spot price of bitcoin falls correspondingly, we may be unable to continue to mine bitcoin profitably and we may be forced to reconfigure our existing miners or acquire replacement miners capable of mining other, more profitable cryptocurrencies.

~~The~~If ~~Company’s~~the ~~reliance~~demand ~~on ASIC miners, designed exclusively~~ for Bitcoin, ~~poses~~experiences a ~~significant~~sustained, ~~risk~~substantial ifreduction, ~~Bitcoin’s~~and ~~demand~~the ~~and~~conversion spot price ~~experience~~of aBitcoin ~~prolonged~~falls ~~decline.~~correspondingly, ~~Under~~we ~~such~~may ~~circumstances,~~be ~~mining~~unable ~~Bitcoin~~to ~~could~~continue ~~become~~to ~~unprofitable,~~mine ~~potentially~~Bitcoin ~~forcing~~profitably ~~the~~and ~~Company~~we tomay ~~halt~~be ~~operations,~~forced to reconfigure our existing miners, or ~~invest~~acquire inreplacement ~~new~~miners ~~equipment~~ capable of mining ~~alternative~~other, ~~cryptocurrencies.~~more ~~These~~profitable ~~adjustments could lead to substantial losses. To mitigate this risk~~cryptocurrencies, ~~the~~which ~~Company~~ will ~~closely~~materially ~~follow~~increase ~~market~~our ~~trends~~costs and ~~responsiveness to changes in the bitcoin industry, we~~ may ~~also~~lead ~~explore~~to ~~diversification~~additional ~~strategies, including adaptable mining technology or investing in multiple cryptocurrencies, ensuring resilience against market fluctuations and reducing dependency on Bitcoin’s performance.~~losses

We ~~would~~ expect to incur significant costs in connection with reconfiguration or to acquire replacement miners

We ~~would~~may ~~likely~~ be unable to continue to operate our miners during a reconfiguration or replacement process. These added costs and a potential interruption to our business operations could have a material adverse effect on our business, which may negatively impact ~~stock~~our ~~price~~results of operations.

If our energy provider, Clearwater Electric, cannot supply sufficient economical electric power for us to operate our new miners, we may be required to relocate some or all of our miners to alternate co-location facilities, which may have a less advantageous cost structure, and negatively impact our results of operations.

We ~~expect~~have tomade ~~make~~ a significant capital investment in new next generation miners because we believe we will be able to operate them to mine ~~bitcoin~~Bitcoin and other cryptocurrencies at prices advantageous to us and purchasing our own co-location facility will provide economic advantages over our previous co-location customer model, however, if this does not result in a new cost structure that is beneficial to us, our results of operations will be negatively impacted. . Further, during our consolidation period, relocating our present mining operations to the new facility, we will not operate our miners and thus we will not generate revenue that we would have otherwise received.

Failure to effectively manage our growth could place strains on our managerial, operational, and financial resources and could adversely affect our business and operating results.

Our growth has placed, and is expected to continue to place, a strain on our managerial, operational, and financial resources and systems Any further growth or increase in the number of our strategic relationships may place additional strain on our managerial, operational, and financial resources and systems. If we fail to manage our growth effectively or to develop and expand our managerial, operational, and financial resources and systems, our business and financial results may be materially harmed.

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Significant contributors to the Bitcoin network could propose amendments to its protocols and software which, if accepted and authorized, could negatively impact our business and operations.

A small group of individuals contribute to the Bitcoin Core Project on GitHub.com, which is a leading source of quasi-governance that works to ensure that the Bitcoin blockchain remains decentralized and governed by consensus. According to its website, “Bitcoin Core is an open-source project which maintains, and releases Bitcoin client software called ‘Bitcoin Core.’ It is a direct descendant of the original Bitcoin software client released by Satoshi Nakamoto after he published the famous Bitcoin whitepaper. Bitcoin Core is powered by an open-source development community, but it is maintained by a small group of maintainers and leading contributors.

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These contributors may propose refinements or modifications to the Bitcoin network’s source code through software updates, which could change essential aspects of the Bitcoin network, such as transaction irreversibility and limits on new Bitcoin mining. Such proposals and discussions generally occur on online forums, making it challenging to anticipate or mitigate their impact in advance and could result in excessive costs and inefficiencies in operation. If these changes are accepted and implemented, they may adversely affect the value and functioning of our Bitcoin-related activities, can result in excessive costs for miners and inefficiencies in operations until more efficient systems are established.

The open-source structure of the Bitcoin network protocol may result in inconsistent or ineffective changes to the Bitcoin protocol; failed upgrades or maintenance to the protocol could damage the Bitcoin network, which could adversely affect our business and the results of our operations.

The Bitcoin network operates based on an open-source protocol maintained by contributors, largely on the Bitcoin Core project on GitHub. As an open-source project, Bitcoin is not ~~governed~~represented by an official organization or authority. As the Bitcoin network protocol is not sold and its use does not generate revenues for contributors, contributors are generally not compensated for maintaining and updating the Bitcoin network protocol. Although the MIT Media Lab’s Digital Currency Initiative funds the current maintainer of the Bitcoin Core project on GitHub, this type of financial incentive is not typical. The lack of guaranteed financial incentive for contributors to maintain or develop the Bitcoin network and the lack of guaranteed resources to adequately address emerging issues with the Bitcoin network may reduce incentives to address the issues adequately or in a timely manner. Changes to a digital asset network which we are mining may adversely affect our results of operations.

Our ability to adopt technology in response to changing security needs or trends poses a challenge to the safekeeping of our digital assets.

The history of digital asset exchanges has shown that exchanges and large holders of digital assets must adapt to technological change in order to secure and safeguard their digital assets. We may move our digital assets to various exchanges to exchange them for fiat currency, which will require us to rely on the security protocols of these exchanges to safeguard our digital assets. While these exchanges purport to be secure malicious actors may be able to intercept our digital assets while we are in the process of selling them via such exchanges. Given the growth in their size and their relatively unregulated nature, we believe these exchanges will become a more appealing target for malicious actors. To the extent we are unable to identify and mitigate or stop new security threats, our digital assets may be subject to theft, loss, destruction, or other attacks, which could adversely affect our results of operations.

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The limited rights of legal recourse available to us and our lack of insurance protection for risk of loss of our digital assets exposes us and our shareholders to the risk of loss of our digital assets for which no person may ultimately be held liable and we may be unable to recover our losses.

The digital assets we hold are not insured. Further, banking institutions will not accept our digital assets, and they are therefore not insured by the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Corporation (“SIPC”). Therefore, we may suffer losses to our digital assets which are not covered by insurance, and we may be unable to recover any of our carried value in these digital assets if they are lost or stolen or suffer significant and sustained reduction in conversion spot price. If we are not otherwise able to recover damages from a malicious actor in connection with these losses, our business and results of operations may be negatively impacted.

If regulatory changes or interpretations of our activities require our registration as a money services business (“MSB”) under the regulations promulgated by “FinCEN” (Financial Crime Enforcement Network- a division of the U.S. Department of the Treasury) under the authority of the U.S. Bank Secrecy Act, or otherwise under other federal or state laws, we may incur significant compliance costs, which could be cost prohibitive; if f we become subject to these regulations, our costs in complying with them may have a material negative effect on our business and the results of our operations.

To the extent that the Company’s activities cause it to be deemed an MSB under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, we may be required to comply with FinCEN regulations, including those that would mandate us to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.

To the extent that the Company’s activities cause it to be deemed a “money transmitter” (“MT”) or equivalent designation, under state law in any state in which the Company operates, the Company may be required to seek a license or otherwise register with a state regulator and comply with state regulations that may include the implementation of anti-money laundering programs, maintenance of certain records and other operational requirements. The Company will continue to monitor developments in such legislation, guidance, or regulations.

Such additional federal or state regulatory obligations may cause the Company to incur extraordinary expenses, possibly affecting an investment in the Shares in a material and adverse manner. Furthermore, the Company and its service providers may be incapable of complying with certain federal or state regulatory obligations applicable to MSBs and MTs. If the Company is deemed to be subject to and determines not to comply with such additional regulatory and registration requirements, we may act to dissolve and liquidate the Company or any subsidiary subject to such regulatory requirements. Any such action may adversely affect an investment in us.

Current status of the regulation of the exchange of bitcoin under the CEA by the CFTC is unclear; to the extent we become subject to regulation under the CFTC in connection with our exchange of bitcoin, we may incur additional compliance costs, which may be significant.

Current legislation, including the Commodities Exchange Act of 1936, as amended (the “CEA”) is unclear with respect to the exchange of bitcoin. Changes in the CEA or the regulations promulgated there under, as well as interpretations thereof and official promulgations by the Commodities Futures Tradition Commission (“CFTC”), which oversees the CEA, much like the SEC oversees the Securities Act and the Exchange Act, may impact the classification of bitcoin, and therefore may subject them to additional regulatory oversight by the CFTC.

Presently, bitcoin derivatives are not excluded from the definition of a “commodity future” by the CFTC. We cannot be certain as to how future regulatory developments will impact the treatment of bitcoin under the law. Bitcoins have been deemed to fall within the definition of a commodity and, we may be required to register and comply with additional regulation under the CEA, including additional periodic report and disclosure standards and requirements. Moreover, we may be required to register as a commodity pool operator or as a commodity pool with the CFTC through the National Futures Association. Such additional registrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting an investment in us. If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations. Any such action may adversely affect an investment in us. As of the date of this prospectus, no CFTC orders or rulings are applicable to our business.

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~~Currently~~If ~~Bitcoin~~regulatory ~~and~~changes ~~other~~or ~~cryptocurrencies~~interpretations ~~are~~of ~~not~~our ~~subject~~activities torequire ~~regulation~~our byregistration inas a money services business (“MSB”) under the ~~United~~regulations ~~States~~promulgated by ~~any~~“FinCEN” ~~federal~~(Financial ~~banking~~Crime Enforcement Network- a division of the U.S. Department of the Treasury) under the authority of the U.S. Bank Secrecy Act, or ~~Federal~~otherwise ~~Reserve~~under ~~regulatory~~other ~~agencies~~federal or state laws, ~~but~~we may doincur sosignificant compliance costs, which could be cost prohibitive; if we become subject to these regulations, our costs in complying with them may have a material negative effect on our business and the ~~future~~results of our operations.

IfTo the ~~activity~~extent ~~in cryptocurrency expands, it is possible~~ that ~~these~~our ~~regulatory~~activities ~~agencies~~cause ~~could~~us ~~attempt~~ to orbe ~~actually~~deemed ~~impose~~an ~~regulations~~MSB ~~which~~under ~~would~~the ~~substantially~~regulations ~~affect~~promulgated ~~our~~by ~~operations.~~FinCEN ~~Regulation~~under of the ~~exchange~~authority of ~~bitcoin~~the ~~under~~U.S. ~~other~~Bank ~~federal~~Secrecy ~~regulatory~~Act, ~~agencies~~we ismay ~~possible;~~be required to ~~the~~comply ~~extent~~with weFinCEN ~~become~~regulations, ~~subject~~including tothose ~~other~~that ~~regulation~~would inmandate ~~connection~~us ~~with~~to ~~our~~implement ~~exchange~~anti-money oflaundering ~~bitcoin~~programs, wemake ~~may~~certain ~~incur~~reports ~~additional~~to ~~compliance~~FinCEN ~~costs,~~and ~~which~~maintain ~~may~~certain ~~be significant~~records.

To the extent that our activities cause us to be deemed a “money transmitter” (“MT”) or an equivalent designation, under state law in any state in which we operate, we may be required to seek a license or otherwise register with a state regulator and comply with state regulations that may include the implementation of anti-money laundering programs, maintenance of certain records and other operational requirements. We will continue to monitor developments in such legislation, guidance, or regulations.

Such additional federal or state regulatory obligations may cause us to incur extraordinary expenses, possibly affecting an investment in the Shares in a material and adverse manner. Furthermore, we and our service providers may be incapable of complying with certain federal or state regulatory obligations applicable to MSBs and MTs. If we are deemed to be subject to and determined not to comply with such additional regulatory and registration requirements, we may act to dissolve and liquidate or any subsidiary subject to such regulatory requirements. Any such action may adversely affect the value of an investment in our securities.

Current status of the regulation of the exchange of Bitcoin under the CEA by the CFTC is unclear; to the extent we become subject to regulation under the CFTC in connection with our exchange of Bitcoin, we may incur additional compliance costs, which may be significant.

Current legislation, including the Commodities Exchange Act of 1936, as amended (the “CEA”) is unclear with respect to the exchange of Bitcoin. Changes in the CEA or the regulations promulgated there under, as well as interpretations thereof and official promulgations by the Commodities Futures Tradition Commission (“CFTC”), which oversees the CEA, much like the SEC oversees the Securities Act and the Exchange Act, may impact the classification of Bitcoin, and therefore may subject them to additional regulatory oversight by the CFTC.

Presently, Bitcoin derivatives are not excluded from the definition of a “commodity future” by the CFTC. We cannot be certain as to how future regulatory developments will impact the treatment of Bitcoin under the law. Bitcoin have been deemed to fall within the definition of a commodity, and we may be required to register and comply with additional regulation under the CEA, including additional periodic report and disclosure standards and requirements. Moreover, we may be required to register as a commodity pool operator or as a commodity pool with the CFTC through the National Futures Association. Such additional registrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting an investment in us. If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations. Any such action may adversely affect an investment in us. As of the date of this prospectus, no CFTC orders or rulings are applicable to our business.

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Currently Bitcoin and other cryptocurrencies are not subject to regulation by in the United States by any federal banking or Federal Reserve regulatory agencies.

If the activity in cryptocurrency expands, it is possible that these regulatory agencies could attempt to or actually impose regulations which would substantially affect our operations. Regulation of the exchange of Bitcoin under other federal regulatory agencies is possible; to the extent we become subject to other regulation in connection with our exchange of Bitcoin, we may incur additional compliance costs, which may be significant.

Unfavorable global economic, business, or political conditions could adversely affect our business, financial condition, or results of operations.

Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets, including conditions that are outside of our control, including the impact of health and safety concerns, such as those relating to any future COVID-19 outbreak or other similar pandemics. The most recent global financial crisis caused extreme volatility and disruptions in the capital and credit markets. A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for ~~bitcoin~~Bitcoin and our ability to raise additional capital when needed on acceptable terms, if at all. Any of the foregoing could harm our business and we cannot anticipate all the ways in which the current economic climate and financial market conditions could adversely impact our business.

Our future success will depend in large part upon the value of ~~bitcoin~~Bitcoin; if we are unable and if we are not able to mine Bitcoin and sell it at prices favorable to us, the results of our operations will suffer.

As previously disclosed, our operating results will depend in large part upon the value of ~~bitcoin~~Bitcoin because it’s the primary cryptocurrency we currently mine. Specifically, revenues from our Bitcoin mining operations are based upon two factors: (1) the number of ~~bitcoin~~Bitcoin rewards weus successfully mine and (2) the value of ~~bitcoin~~Bitcoin. In addition, our operating results are directly impacted by fluctuations in the value of ~~bitcoin~~Bitcoin, because under ASU No. 2023-08 (effective December 15, 2024, early adoption permitted), the value of ~~bitcoin~~Bitcoin is marked-to-market at each reporting period. ~~The~~We ~~Company~~ adopted this guidance in the quarter ended June 30, 2024.

Risks Related to an Investment in Our Securities

We expect to experience volatility in the price of our common stock, which could negatively affect stockholders’ investments.

The trading price of our common stock may be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. The stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with securities traded in those markets. Broad market and industry factors may seriously affect the market price of companies’ stock, including ours, regardless of actual operating performance. All of these factors could adversely affect your ability to sell your shares of common stock or, if you are able to sell your shares, to sell your shares at a price that you determine to be fair or favorable.

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Our common stock may be categorized as “penny stock,” which may make it more difficult for investors to sell their shares of common stock due to suitability requirements.

Our common stock may be categorized as “penny stock.” The Commission has adopted Rule 15g-9 under the Exchange Act, which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. The price of our common stock is significantly less than $5.00 per share and, unless we qualify for an exception, may be considered “penny stock.” This designation imposes additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules, if applicable to us, would require a broker-dealer buying our securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities given the increased risks generally inherent in penny stocks. These rules may restrict the ability and/or willingness of brokers or dealers to buy or sell our common stock, either directly or on behalf of their clients, may discourage potential stockholders from purchasing our common stock, or may adversely affect the ability of stockholders to sell their shares.

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Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock, which could depress the price of our common stock.

FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that the investment is suitable for that customer before recommending an investment to a customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. Thus, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares of common stock, have an adverse effect on the market for our shares of common stock, and thereby depress our price per share of common stock.

The elimination of monetary liability against our directors, officers, and employees under Nevada law and the existence of indemnification rights for our obligations to our directors, officers, and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers, and employees.

Our Articles of Incorporation contain a provision permitting us to eliminate the personal liability of our directors to us and our stockholders for damages for ~~the~~ breach of a fiduciary duty as a director or officer to the extent provided by Nevada law. We may also have contractual indemnification obligations under any future employment agreements with our officers or indemnification agreements we have entered into with our directors. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties; and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders.

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We may issue additional shares of common stock in the future, which could cause significant dilution to all stockholders.

On June 1, 2022, ~~the~~our Board of Directors amended ~~the~~our ~~Company’s~~ Articles of Incorporation to authorize, among other things, the issuance of up to 350,000,000 shares of common stock, with a par value of $0.0001 per share and 20,000,000 shares of blank check preferred stock with a par value of $0.001. As of June 30, ~~2024~~2025, we had 1825,~~223~~067,~~953~~479 shares of common stock outstanding; however, we may issue additional shares of common stock in the future in connection with a financing or an acquisition. Any issuance of additional shares of our common stock, or securities convertible into our common stock, including but not limited to, warrants, options, and convertible promissory notes, will dilute the percentage ownership interest of all stockholders, may dilute the book value per share of our common stock, and may negatively impact the market price of our common stock.

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Anti-takeover effects of certain provisions of Nevada state law may hinder a potential takeover of us.

Nevada’s ~~has~~Business aCombination ~~business~~Laws ~~combination law that~~ prohibits certain business combinations between Nevada corporations and “interested stockholders” for two years after an “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation or (ii) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

The effect of Nevada’s business combination law is potentially to discourage parties interested in taking control of us from doing so if they cannot obtain the approval of our Board. Both of these provisions could limit the price investors would be willing to pay in the future for shares of our common stock.

Because we do not intend to pay any cash dividends in the foreseeable future on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Declaring and paying future dividends, if any, will be determined by our Board, based upon earnings, financial condition, capital resources, capital requirements, restrictions in our Articles of Incorporation, contractual restrictions, and such other factors as our Board deems relevant. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.

~~Failure~~13 toTable ~~execute our strategies could result in impairment~~ of ~~goodwill or other intangible assets, which may negatively impact profitability.~~Contents

Goodwill is evaluated for impairment on an annual basis or more frequently if impairment indicators are present. We assess the impairment of other intangible assets on an annual basis, or more frequently if impairment indicators are present, based upon the expected future cash flows of the respective assets. These valuations include management’s estimates of sales, profitability, cash flow generation, capital structure, cost of debt, interest rates, capital expenditures, and other assumptions. Significant negative industry or economic trends, disruptions to our business, inability to achieve sales projections or cost savings, inability to effectively integrate acquired businesses, unexpected significant changes, or planned changes in use of the assets or in entity structure, and divestitures may adversely impact the assumptions used in the valuations. If the estimated fair value of our reporting units changes in future periods, we may be required to record an impairment charge related to goodwill or other intangible assets, which would reduce earnings in such period. The Company held no goodwill or other intangible assets at June 30, 2024, or 2023.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

In the ordinary course of our business, ~~the~~we ~~Company~~are is subject to cybersecurity threats and risk which it manages as an important component of its overall enterprise risk management ~~and mitigation~~ strategy. We ~~use,~~ store and process data for our customers, employees, partners and suppliers. We have not yet implemented a formal cybersecurity risk management program designed to identify, assess and mitigate risks from cybersecurity threats to this data, our systems and business operations. We intend to implement a cybersecurity risk management program before the end of ~~2024~~2025.

12 Cyber ~~Table~~Risk ofManagement ~~Contents~~and Strategy

~~Cyber~~Under ~~Risk~~the ~~Management~~oversight of our Audit Committee, we intend to implement and ~~Strategy~~maintain a risk management program that includes processes for the systematic identification, assessment, management, and treatment of cybersecurity risks. Our cybersecurity oversight and operational processes would be integrated into our overall risk management processes. We intend to implement a risk-based approach to the management of cyber threats, supported by cybersecurity technologies, including automated tools, designed to monitor, identify and address cybersecurity risks. In support of this approach, it is expected that we would have a third-party security consultant implement processes to assess, identify and manage security risks to our company, including in the pillar areas of security and compliance, application security, infrastructure security and data privacy. This process, once implemented, would include regular compliance and critical system access reviews. In addition, we intend to conduct application security assessments, vulnerability management, penetration testing, security audits and ongoing risk assessments as part of our risk management process. We expect to utilize third parties and consultants to assist in the identification and assessment of risks, including to support tabletop exercises and to conduct security testing. We intend to utilize well-known cloud-based technologies and service providers, such as Amazon AWS, Microsoft Office, and Google enterprise to provide protection against cybersecurity threats.

~~Under~~14 ~~the~~Table ~~oversight~~ of our Audit Committee, we intend to implement and maintain a risk management program that includes processes for the systematic identification, assessment, management, and treatment of cybersecurity risks. Our cybersecurity oversight and operational processes would be integrated into our overall risk management processes. We intend to implement a risk-based approach to the management of cyber threats, supported by cybersecurity technologies, including automated tools, designed to monitor, identify and address cybersecurity risks. In support of this approach, it is expected that we would have a third-party security consultant implement processes to assess, identify and manage security risks to our company, including in the pillar areas of security and compliance, application security, infrastructure security and data privacy. This process, once implemented, would include regular compliance and critical system access reviews. In addition, we intend to conduct application security assessments, vulnerability management, penetration testing, security audits and ongoing risk assessments as part of our risk management process.Contents

WeFurther, ~~expect~~we intend to ~~utilize~~put ~~third~~processes ~~parties~~in ~~and~~place ~~consultants~~that towould ~~assist~~evaluate inpotential ~~the~~risks ~~identification~~from ~~and~~cybersecurity ~~assessment~~threats ofassociated ~~risks,~~with ~~including~~our touse ~~support~~of ~~tabletop~~third-party ~~exercises~~service ~~and~~providers tothat ~~conduct~~would ~~security~~have ~~testing.~~access ~~We intend~~ to ~~utilize~~our ~~well-known~~data, ~~cloud-based~~including ~~technologies~~a ~~and~~review ~~service~~process ~~providers,~~for such asproviders’ ~~Amazon~~cybersecurity ~~AWS~~practices, ~~Microsoft~~risk ~~Office~~assessments, ~~and~~contractual ~~Google~~requirement ~~enterprise~~and tosystem ~~provide protection against cybersecurity threats~~monitoring.

~~Further,~~Part weof ~~intend~~our tointended ~~put~~program ~~processes in place that~~ would ~~evaluate~~be ~~potential~~ongoing ~~risks~~evaluation ~~from~~and ~~cybersecurity~~enhancement ~~threats~~of ~~associated with~~ our ~~use~~systems, ofcontrols ~~third-party~~and ~~service~~processes ~~providers~~where ~~that would have access to our data~~possible, including ain ~~review~~response ~~process~~to ~~for~~actual ~~such~~or ~~providers’~~perceived ~~cybersecurity~~threats ~~practices,~~specific ~~risk~~to ~~assessments,~~us ~~contractual~~or ~~requirement~~experienced ~~and~~by ~~system~~other ~~monitoring~~companies.

~~Part~~Risks offrom ~~our~~cybersecurity ~~intended~~threats ~~program~~have, ~~would~~to bedate, ~~ongoing~~not ~~evaluation~~materially ~~and~~affected ~~enhancement~~us, of our ~~systems,~~business ~~controls and processes where possible~~strategy, ~~including~~results inof ~~response~~operations ~~to actual~~ or ~~perceived~~financial ~~threats specific to us or experienced by other companies~~condition.

Risks from cybersecurity threats have, to date, not materially affected us, our business strategy, results of operations or financial condition.

ITEM 2. DESCRIPTION OF PROPERTY

Real Property and Offices

Our executive, administrative and operating offices were previously provided at no cost on a month-to-month basis to ~~the~~us ~~Company~~ by our President, Frank Horkey, and are located at 151 N Nob Hill Road, Suite 402, Plantation, FL 33324. ~~The~~As ~~Company~~of ~~leases~~July 1, 2025, we lease office space from ~~its~~our President at a cost of $250 per month. The term of the lease is for 1 year, ended on June 30, ~~2024~~2023, and was renewed on July 1, 2024, for an additional 1 year through June 30, 2025. On June 30, ~~2024~~2025, $3,000 of rent expense was accrued and is included in Accounts Payable and Accrued Expenses. The Company anticipates operational expansion in about a year; this related party lease is evaluated annually to determine if its premises meet projected operational needs and therefore management cannot determine if it has intent to continue in the arrangement for more than 365 days.

In October 2024, Megalodon assumed operations of the data center previously under a letter of Intent in Orofino, Idaho. The transaction closed in March 2025, and the costs of operation paid on behalf of the seller of the facility for that five-month period prior to the acquisition of approximately $93,000 (as part of the purchase consideration) were capitalized into the acquisition cost. The $507,000 acquisition cost was financed through a closing credit of approximately $32,000, a $267,555 Deed of Trust and a promissory note with an 8 percent coupon in favor of Peak Digital Solutions, LLC (the seller) due May 15, 2025 and a second $207,000 Deed of Trust and promissory note with a 12 percent in favor the Frank Horkey, the Company’s President for approximately $207,000 due March 8, 2026.

ASIC Cryptocurrency Mining Equipment and Other Material Property

As of June 30, ~~2024~~2025, ~~the~~we ~~Company~~ owned ~~fifty~~sixty-eight (5068) Bitmain S19 ASIC miners. ~~The~~We ~~Company~~are is actively seeking to purchase additional ASIC miners to scale ~~the~~our ~~Company’s~~ cryptocurrency mining operations and virtual asset acquisitions. These miners were fully depreciated as of June 30, ~~2024~~2025.

13In ~~Table~~March 2025, we completed the purchase of ~~Contents~~our first collocation facility in Orofino Idaho for $500,000, which included 30 miners, valued at approximately $22,700. (See “NOTE 17. Subsequent Events” regarding the status of our previously owned and recently acquired ASIC miners.)

ITEM 3. LEGAL PROCEEDINGS

As of the date of this Annual Report, management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties other than a foreclosure action by the seller of our Orofino facility filed on October 6, 2025, We have approximately 115 days from the date of filing to cure the default, which is approximately $335,000. We are currently in the process of refinancing the property using a third-party lender. As of the date of this Annual Report, no director, officer, or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

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PART II

(A) MARKET INFORMATION

During the fiscal year ended June 30, ~~2024~~2025, our common stock is listed for quotation on the OTC Markets, Inc. ~~“Pink”~~QB ~~Tier~~Venture ~~(“Pink~~Market ~~Sheets Exchange”)~~ under the symbol “TRXA.”. On June 13, 2024, FINRA accepted ~~the~~our ~~Company’s~~ SEC Rule 15c211 application permitting ~~the~~our ~~Company’s~~common stock to have any ~~inter-dealer~~interdealer quotations and all orders, to the extent orders exist, are quotes from solicited and unsolicited customer orders. Investors may have difficulty selling this stock. An initial review by a broker- dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making.

Quarter Ended	High Bid		Low Bid
June 30, 2025	$	.60	$	.60
March 31, 2025	$	.35	$	.35
December 31, 2024	$	.35	$	.35
September 30, 2024	$	.16	$	.16
June 30, 2024	$	.16	$	.16
March 31, 2024	$	.16	$	.16
December 31, 2023	$	.16	$	.16
September, 30, 2023	$	.16	$	.16
June 30, 2023	$	.16	$	.16

(B) HOLDERS

As of June 30, ~~2024~~2025, we have ~~106~~116 stockholders of record. The number of stockholders of record does not include beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers, and other fiduciaries.

(C) DIVIDEND POLICY

We have never declared or paid a cash dividend on our capital stock. We do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our Board of Directors.

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(D) RECENT ISSUANCES OF UNREGISTERED SECURITIES

Related Party Transactions

On August 6, 2021, ~~the~~we ~~Company~~ issued 450,000 ~~shares~~restricted ~~of its~~ common stock shares in exchange for the conversion of $45,000 of unpaid advisory compensation due to related parties. In addition, as satisfaction of an external Settlement Agreement with a related party, ~~the~~we ~~Company~~ issued 1,050,000 Founder's ~~shares~~Shares.

Shares Issued for Services

On June 12, 2022, Frank Horkey received 350,000 shares ~~for~~of ~~acting~~restricted incommons ~~the~~stock ~~capacity~~for ofbeing our President and Director related to his previous contract that expired December 31, 2019 and received 250,000 shares of ~~the~~restricted ~~Company’s~~ common stock on July 1, 2022 for his Board position which has the following vesting periods: 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 for 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. Shares issued to him as of July 1, 2022, are now fully vested.

On June 12, 2022, Michael Christiansen received 250,000 shares of ~~the~~restricted ~~Company’s~~ common stock; ~~vesting~~for ashis ~~follows~~Board position which has the following vesting periods: eighty-three thousand three hundred thirty-three (83,333) shares upon ~~his~~ signing ~~a board member services agreement~~ as of July 1, 2022; twenty thousand eight hundred thirty- three (20,833) shares vest quarterly for 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. Shares issued to him as of July 1, 2022, are now fully vested.

On June 12, 2022, Squadron Marketing LLC received 250,000 shares of ~~the~~restricted ~~Company~~ common stock for ~~serving~~being onour ~~the Company’s~~ Advisory Board with vesting provisions 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 for 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. Shares issued to him as of July 1, 2022, are now fully vested.

On June 12, 2022, Lazarus Asset Management LLC received 250,000 shares ofrestricted ~~the Company~~ common stock ~~for~~being ~~serving~~ on ~~the~~our ~~Company’s~~advisory ~~Advisory~~ Board, ~~with~~ vesting as ~~provisions 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. Shares issued to him as of July 1, 2022, are now fully vested.

During the year ended June 30, 2022, ~~the Company issued~~ 1,182,009 shares of ~~the~~restricted ~~Company’s~~ common stock were issued for the conversion of $118,050 related to party payables.

On June 12, 2022, James Marshall III received 75,000 shares of ~~the~~restricted ~~Company’s~~ common stock for ~~serving~~consulting asservices ~~the~~provided ~~Company’s~~during ~~technical~~the ~~consultant for~~ fiscal year 2023. His shares are now fully vested, and the contract has not been renewed.

On June 15, 2022, John Bennet received 50,000 shares of ~~the~~restricted ~~Company’s~~ common stock for extending his consulting contract through the fiscal year end ~~2023~~. On February 12, 2023, Mr. Bennet received an additional 100,000 shares of ~~the~~restricted ~~Company’s~~ common stock for ~~assuming~~being ~~the~~our ~~role of the Company’s~~ Chief Financial Officer through the fiscal year ended June 30, 2024. ~~As noted above,~~ Mr. Bennet passed away subsequent to our June 30, 2024, fiscal year end.

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On April 20, 2023, Shawn Perez Esquire was awarded 50,000 shares of restricted common stock as an compensation for his role as the Company’s in-house counsel beginning January 1, 2023, through the fiscal year end 2025.

On January 1, 2025, Frank Horkey received 300,000 shares of restricted common stock in settlement of advisory fees owed for services rendered during the fiscal year 2024

On January 1, 2025, Peter Chung received 471,429 shares of restricted common stock in settlement of advisory fees owed for services rendered during the fiscal year 2024.

On January 1, 2025, Frank Horkey, Michael Christiansen and Peter Chung received 60,000 shares of restricted common stock for director fees owed for serving on the Company’s Board of Directors during the fiscal year 2024.

On July 1, 2024, Matthew Cohen was owed an issuance of 250,000 shares of restricted common stock to serve on the Company’s Board of Directors from July 2024 through June 2027. Vesting as follows: twenty thousand eight hundred thirty-four (20,834) shares 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 number of shares that vested from July 1, 2024, through the date of resignation were 41,667 shares of restricted common stock. On January 1, 2025, the Company issued 41,667 shares of restricted common stock as settlement of stock issuance owed.

On July 1, 2024, Antonio Oliveira received 250,000 shares of restricted common stock 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 shares of restricted common stock 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 shares of restricted common stock for future services and on March 27, 2025, Antonio Oliveira redeemed the warrant through cashless redemption into 62,500 shares of restricted common stock at conversion rate of 0.25 and the warrant was retired.

On March 31, 2025, Don Lopez, nephew of the Company’s President Frank Horkey, received 75,000 shares of restricted common stock for technical consultant services rendered during the current year. Mr. Lopez’s consulting agreement was not renewed following the share issuance.

On January 1, 2025, the Company entered into a service agreement with Aubyn Honeysett to manage its colocation facility in Orofino, Idaho. Under the terms of the agreement, Ms. Honeysett was awarded 24,000 shares of restricted common stock, which were scheduled to vest ratably at 667 shares per month over a 36-month term, subject to her continued service with the Company. On March 31, 2025, the Company issued all 24,000 shares of restricted common stock in advance of the vesting schedule. Ms. Honeysett’s services were terminated on May 23, 2025, and as of June 30, 2025, the unvested portion of 19,999 shares of restricted common stock were forfeited.

On January 1, 2025, the Company entered into a service agreement with Bryce Greenfield in connection with his role managing the Company’s co-location facility in Orofino, Idaho. Under the terms of the agreement, Mr. Greenfield was granted 75,000 shares of restricted common stock, which were scheduled to be vested in equal monthly instalments of 2,083 shares over a 36-month period, subject to his continued service with the Company. On March 31, 2025, the Company issued all 75,000 shares of restricted common stock in advance of the vesting schedule. Mr. Greenfield’s services were terminated on May 23, 2025, and as of June 30, 2025, the unvested portion of 62,500 shares of restricted common stock were forfeited.

On June 25, 2025, the Company’s legal counsel was awarded 100,000 shares of restricted common stock in recognition of his exemplary legal services rendered to the Company during the fiscal year 2025.

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Private Placement Transactions

The Securities Purchase Agreements

On November 10, 2021, we entered into a Securities Purchase Agreement 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 shares) and warrants to purchase shares of our common stock (which we refer to as the “PIPE Warrants”), exercisable at any time before the close of business on December 31, 2024. The PIPE Warrants are comprised of 747,837 warrants with an exercise price of $1.50 per share. During the year ended June 30, 2025, all PIPE warrants were converted, as part of a warrant redemption plan, into 186,959 shares of the Company’s shares of restricted common stock.

On September 25, 2024, a private investor purchased 150,000 shares of restricted common stock at a price of $1 for $150,000. These shares of restricted common stock were issued on March 31, 2025.

On October 5, 2024, a private investor purchased 100,000 shares of restricted common stock at a price of $1 for $100,000. These shares of restricted common stock were issued on March 31, 2025.

On October 11, 2024, a private investor purchased 100,000 shares of restricted common stock at a price of $1 amounting to $100,000. These shares of restricted common stock were issued on March 31, 2025.

On October 15, 2024, a private investor purchased 50,000 shares of restricted common stock at a price of $1 for $50,000. These shares of restricted common stock were issued on March 31, 2025.

On December 6. 2023, the Company agreed to sell to a private investor, 20,000 shares of restricted common stock at a price of $0.75 per share and received $15,000 recorded as deposit payable. These shares of restricted common stock were issued on March 31, 2025.

On April 1, 2025, a private investor purchased 20,000 shares of restricted common stock at a price of $0.50 for $10,000. These shares of restricted common stock were issued on June 30, 2025.

On April 1, 2025, a private investor purchased 100,000 shares of restricted common stock at a price of $0.50 for $50,000. These shares of restricted common stock were issued on June 30, 2025.

On April 1, 2025, a private investor purchased 50,000 shares of restricted common stock at a price of $0.50 for $25,000. These shares of restricted common stock were issued on June 30, 2025.

On April 1, 2025, a private investor purchased 300,000 shares of restricted common stock at a price of $0.50 for $150,000. These shares of restricted common stock were issued on June 30, 2025.

On April 1, 2025, a private investor purchased 200,000 shares of restricted common stock at a price of $0.50 for $100,000. These shares of restricted common stock were issued on June 30, 2025.

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We closed the transactions contemplated by the Securities Purchase Agreement. We 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.

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. The Company deemed the private placement officially closed in May 2022.

Pursuant to the Registration Rights Agreements, we 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.

Warrants Issued to Management and Consultants

On July 1, 2021, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued a Class C warrant to purchase 250,000 and 200,000 shares respectively, of ~~the~~our ~~Company’s~~restricted common stock for consulting services, over a period of three years at an exercise price of $1.50, commencing on September 8, 2022, the effective date of our registration statement. During the year ended June 30, 2025, Squadron Marketing LLC’s warrants were converted, as part of a warrant redemption plan, into 62,500 shares and then Lazarus Asset Management LLC warrants were converted into 50,000 shares of the Company’s ~~registration~~restricted ~~statement~~common shares respectively.

On May 26, 2022, ~~the~~we ~~Company~~ issued to Frank Horkey 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 commencing upon the effective date of ~~the~~our ~~Company’s~~ registration statement as part of his executive compensation during the 2021 fiscal year. ~~(G)~~During the year ended June 30, 2025, these warrants were converted, as part of a warrant redemption plan, into 62,500 shares of restricted common stock.

On May 26, 2022, Squadron Marketing LLC and Lazarus Asset Management LLC were ~~each~~ach issued Class C warrant to purchase 500,000 shares of ~~the~~our ~~Company’s~~restricted common stock for a period of three years at an exercise price of $1.50 commencing upon the effective date of ~~the~~our ~~Company’s~~ registration statement related to consulting services during fiscal 2022. ~~(H)~~ During the year ended June 30, 2025, Squadron Marketing LLC’s warrants were converted, as part of a warrant redemption plan, into 125,000 shares of restricted common stock and the Lazarus Asset Management LLC warrants were converted into 125,000 shares of restricted common stock, respectively. On June 25, 2022, Horkey and Christiansen were each issued class C warrants to purchase 250,000 shares of restricted common stock for a period of three years at an exercise price of $1.50 commencing upon the effective date of our registration statement for serving on the Company’s Board of Directors for fiscal year 2023. During the year ended June 30, 2025, Horkey and Christiansen converted these warrants, as part of a warrant redemption plan, into 62,500 shares each of the Company’s restricted common stock and the warrant were retired.

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On June 25, 2022, ~~Horkey~~Squadron Marketing LLC and ~~Christiansen~~Lazarus Asset Management LLC were each issued a Class C ~~warrants~~warrant to purchase 250,000 shares of ~~the~~restricted ~~Company’s~~ common stock for a period of three years at an exercise price of $1.50 commencing upon the effective date of ~~the~~our ~~Company’s~~ registration statement for serving on ~~the~~our ~~Company’s~~Advisory Board ~~of Directors~~ for the upcoming 2023 fiscal year. ~~(I)~~During the year ended June 30, 2025, Squadron and Lazarus converted these warrants, as part of a warrant redemption plan, into 62,500 shares each of our restricted common stock and the warrants were retired.

On ~~June~~July 251, ~~2022~~2023, Squadron Marketing LLC and Lazarus Asset Management LLC were ~~each~~ issued a ~~class~~Class C warrant to purchase 250,000 shares of the ~~company~~Company’s common stock for a period of three years at an exercise price of $1.50. ~~commencing~~Prior ~~upon~~to ~~the~~March ~~effective~~31, ~~date~~2025, ofthe Holders accepted the Company’s ~~registration~~offer ~~statement~~to ~~for~~redeem ~~serving~~the onwarrants ~~the~~through ~~Company’s~~a ~~Advisory~~cashless ~~Board~~redemption ~~for~~into ~~the~~62,500 ~~upcoming~~shares ~~2023~~of ~~fiscal~~restricted ~~year~~common stock at a price of $.25, ~~(J)~~and the warrant was retired.

On July 1, 2023, Mr. Horkey was issued a class C warrant to purchase 250,000 shares of restricted common stock 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 shares of restricted common stock at a price of $.25 and the warrant was retired.

On July 1, 2024, Squadron Marketing LLC and Sparta Road LTD were each issued a class C warrant to purchase 250,000 shares of restricted 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 shares of restricted common stock each at a price of $.25, and the warrants were retired.

On July 1, 2024, Mr. Horkey was issued a class C warrant to purchase 250,000 shares of restricted common stock 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 shares of restricted common stock 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 shares of restricted common stock for his three-year Advisory 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, 2025. Prior to March 31, 2025, the Holder accepted the Company’s offer to redeem the warrant through a cashless redemption into 62,500 shares of restricted common stock at a price of $.25 and the warrant was retired.

On July 1, 2024, Matthew Cohen was issued a warrant to purchase 250,000 shares of restricted common stock 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 warrant through a cashless redemption into 10,417 shares of restricted common stock at a price of $.25 and the warrant was retired.

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All of the above offerings and sales were made in reliance upon the exemption from registration under Rule 506 of Regulation D promulgated under the Securities Act of 1933 and/or Section 4(a)(2) of the Securities Act of 1933, based on the following: (a) the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933 and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information as requested ; (d) where applicable, the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act of 1933, and agreed to transfer such securities only in a transaction registered under the Securities Act of 1933 or exempt from registration under the Securities Act; and (e) where applicable, a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act of 1933 or transferred in a transaction exempt from registration under the Securities Act of 1933.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

As of June 30, ~~2024~~2025, we have no formal equity compensation ~~plans~~plan ~~which~~to authorize the issuance of our equity securities.

PENNY STOCK REGULATION

Shares of our common stock could be subject to rules adopted by the SEC that regulate broker-dealer practices with transactions in “penny stocks”. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker-/dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which contains the following:

·22 aTable ~~description~~ of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; · a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws; · a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the “bid” and “ask” price; · a toll-free telephone number for inquiries on disciplinary actions; · definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and · such other information and is in such form (including language, type, size, and format), as the SEC shall require by rule or regulation.Contents

18☐ ~~Table~~a description of ~~Contents~~the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; ☐ a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities laws; ☐ a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the “bid” and “ask” price; ☐ a toll-free telephone number for inquiries on disciplinary actions; ☐ definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and ☐ such other information and is in such form (including language, type, size, and format), as the SEC shall require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer with the following:

·☐ the bid and offer quotations for the penny stock; ·☐ the compensation of the broker-dealer and its salesperson in the transaction; ·☐ the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and ·☐ monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.

TRANSFER AGENT

The stock transfer agent for our securities is Equiniti Trust Company 48 Wall Street, New York, New York 10005 (“EQ”) and EQ can be reached via phone at +1 (303) 282-4800 or via the URL https://equiniti.com/us/.

ITEM 6. SELECTED FINANCIAL DATA

As a “smaller reporting company”, as defined by Rule 10(f)(1) of Regulation S-K, the Company is not required to provide this information.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Forward-Looking Statements

The following is management’s discussion and analysis (“|MD&A”) of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto and other financial information contained elsewhere in this Form 10-K.

Our MD&A is comprised of significant accounting estimates made in the normal course of its operations, overview of our business conditions, results of operations, liquidity and capital resources and contractual obligations. We did not have any off-balance sheet arrangements as of June 30, ~~2024~~2025, or ~~2023~~2024.

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The discussion and analysis of our financial condition and results of operations is based upon its financial statements, which have been prepared in accordance with generally accepted accounting principles generally accepted in the United States (or “US GAAP”). The preparation of those financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities at the date of its financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Background

~~The Company’s current operations are relatively new and involve an unproven business model.~~ We have not generated any significant revenue to date, and we have incurred recurring losses. . Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Trends and Uncertainties

Cryptocurrencies are highly volatile, which introduces risks in asset valuation and revenue predictability. Significant price drops can impact transaction volumes and lead to liquidity challenges, especially for firms holding substantial digital assets.

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With reduced market liquidity on some centralized exchanges and the migration to decentralized exchanges, firms may face difficulty executing large transactions without significant price impacts. This liquidity risk can be especially impactful for companies that rely on large or frequent trades

Users increasingly favor DeFi protocols for financial services, reducing reliance on centralized exchanges and traditional custody providers. This shift could threaten companies that primarily operate as intermediaries.

The cryptocurrency industry is a prime target for cyberattacks, including exchange hacks, phishing schemes, and smart contract exploits. The rapidly evolving nature of blockchain technology can make systems vulnerable to new types of attacks.

The technology underpinning cryptocurrencies and DeFi protocols is still developing. Interoperability challenges across different blockchain networks, as well as the potential for bugs or failures in widely used protocols, can disrupt operations and erode user trust

Rising interest rates and inflation could impact investor demand for cryptocurrency as a speculative asset, while also influencing operational costs. Many investors view cryptocurrencies as alternative assets, so inflation or economic downturns may reduce interest in speculative investments.

Proof-of-Work cryptocurrencies (e.g., Bitcoin) face increasing scrutiny over their energy consumption. ESG concerns could lead to investor divestment or regulatory restrictions, particularly in regions aiming to meet strict carbon emissions targets.

Companies that do not adapt to environmentally friendly practices, such as moving to Proof-of-Stake models, may face reputation and compliance risks in the future as ESG considerations influence customer preferences and regulatory actions

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RESULTS OF OPERATION

For the Year Ended June 30, ~~2024~~2025, Compared to Year Ended June 30, ~~2023~~2024

Revenues for the year ended June 30, ~~2024~~2025, were approximately $1532,~~824~~390 compared to $5515,~~637~~824 for the year ended June 30, ~~2023~~2024, aan ~~decrease~~increase of $3916,~~813~~566 or 72105%. The ~~decrease~~increase in revenues iswas primarily ~~attributable~~due to arecommencing ~~consolidation of our~~ mining operations inat aour recently acquired co-location facility. ~~that~~On weMarch ~~would~~8, ~~own.~~2024, ~~Accordingly~~mining operations were suspended, and we resumed consolidated mining ~~activity~~operations ~~was~~at ~~halted~~our ~~while~~new ~~operational~~facility ~~changes~~on ~~were~~March ~~made~~21, 2025.

Cost of revenue for the year ended June 30, ~~2024~~2025, was $30118,~~258~~592, compared to $~~572~~30,~~218~~258 for the year ended June 30, ~~2023~~2024. The $~~541~~88,~~960~~334 ~~decrease~~increase ~~in the cost of revenue~~ was primarily due to ~~a reduction in operational costs, as~~ the ~~Company~~recommencement ~~combined its operations~~ and ~~equipment~~expansion ~~from~~of ~~two~~ mining ~~facilities~~operations tofollowing ~~one mining facility and took~~ the ~~miners~~migration ~~out~~ of ~~service~~equipment ~~for~~to athe ~~period~~newly ofacquired 6Orofino ~~months~~data ~~during~~center ~~the~~in ~~fiscal year ended June 30~~March, ~~2024~~2025. ~~Additionally,~~The ~~the~~ Company ~~incurred~~also ~~significant~~began ~~depreciation~~offering ~~expense~~hosting inservices ~~2023~~during ~~from~~fiscal ~~its~~2025, ~~revision~~which ofcontributed ~~the mining equipment’s estimated useful life from seven years~~ to ~~one~~higher ~~year,~~costs ~~resulting~~and inincreased ~~minimal~~depreciation ~~asset~~and ~~value~~amortization ~~remaining~~on ~~during~~ the ~~fiscal~~Orofino ~~year~~facility ~~ended~~and ~~June~~mining ~~30,~~management ~~2024,~~software. ~~and~~In ~~minimal~~contrast, depreciation expense towas ~~incur.~~minimal ~~This change~~ in ~~estimated life during~~ fiscal ~~year ended June 30~~2024, ~~2023,~~as ~~was prompted by a sustained decline in~~ the ~~fair~~miners’ ~~value~~useful oflives ~~bitcoin~~had ~~and~~been ~~the~~revised ~~industry’s~~to ~~projection~~one ~~that~~year ~~the~~in ~~useful~~fiscal ~~life~~2023, ofleaving ~~the~~minimal ~~equipment~~carrying ~~could~~value ~~potentially be 1 year~~thereafter.

~~Our~~25 ~~net~~Table ~~loss for the year ended June 30, 2024, was $1,007,654 compared to a net loss~~ of $1,839,770 during the year ended June 30, 2023. The $832,116 decrease in the net loss is primarily attributable to a substantial decrease in stock-based compensation issued for services and a decline in depreciation expense from the fiscal year ended June 30, 2023, to June 30, 2024, due to its revision of the mining equipment’s estimated useful life from seven to one year.Contents

~~During~~Our net loss for the year ended June 30, ~~2024~~2025, wewas ~~incurred operating expenses of~~ $~~966~~2,~~179~~535,552 compared to a net loss of $1,~~321~~023,271 ~~423 incurred~~ during the year ended June 30, ~~2023~~2024. The $~~355~~1,~~244~~512,281 increase in the net loss is primarily attributable to a ~~decrease~~substantial increase in stock-based compensation issued for services, equity incentives to note holders and a decline in depreciation expense from the fiscal year ended June 30, 2024, to June 30, 2025, due to its revision of the mining equipment’s estimated useful life from seven to one year.

During the year ended June 30, ~~2024~~2025, we incurred ~~interest~~operating ~~expense~~expenses of $272,~~041~~079,851 ~~out~~compared ofto ~~which~~$996,327 ~~interest~~incurred ~~expense~~during ofthe year ended June 30, 2024. The $21,~~131~~083,524 increase was ~~incurred~~mainly ondue to an ~~unpaid~~increase ~~vendor~~in ~~payable~~stock-based ~~balance~~compensation ~~and~~issued ~~$24,910~~for ~~was~~services ~~incurred~~equity asincentives ~~interest~~to ~~expense~~note onholders, ~~notes~~and ~~payable,~~a ~~compared~~decline toin ~~$1,766~~depreciation ~~during~~expense from the fiscal year ended June 30, ~~2023~~2024, to June 30, 2025, due to its revision of the mining equipment’s estimated useful life from seven to one year.

During the year ended June 30, 2025, we incurred interest expense of $108,190, on notes payable, compared to $27,458 during the year ended June 30, 2024.

LIQUIDITY AND CAPITAL RESOURCES

Year Ended June 30, ~~2024~~2025

As of June 30, ~~2024~~2025, our current assets are $~~152~~95,~~249~~565 and our current liabilities are $1,~~259~~332,~~444~~539, which resulted in a working capital deficit of $1,~~107~~236,~~195~~974. As of June 30, ~~2023~~2024, our current assets are $~~185~~152,~~455~~249 and our current liabilities are $~~629~~1,~~038~~259,861, which resulted in a working capital deficit of $~~443~~1,~~583~~107,612.

As of June 30, ~~2024~~2025, and June 30, ~~2023~~2024, our total liabilities are $1,~~259~~836,~~444~~849 and $~~629~~1,~~038~~259,444, respectively and are comprised entirely of current liabilities, representing increased liabilities of $~~630~~576,~~406~~988. Of the total liabilities as of June 30, 2025, $504,310 will be satisfied by the issuance of preferred stock at a future date and is accrued as stock subscription payable for the issuance of preferred stock without designation.

Cash Flows from Operating Activities

For the year ended June 30, ~~2024~~2025, net cash flows used in operating activities was $~~626,479~~763.752 compared to net cash flows used in operating activity of $~~188~~614,~~196~~853 for the same period in ~~2023~~2024, representing increased net cash flows used in operating activities of $~~438~~148,~~283~~899.

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Cash Flows used by Investing Activities

For the year ended June 30, ~~2024~~2025, net cash flows used by investing activities was $0370,618 and June 30, ~~2023~~2024, net cash flows used by investing activities was $880,~~000~~ representing net cash used in investing activities of $370,618.

Cash Flows from Financing Activities

For the year ended June 30, ~~2024~~2025, and June 30, ~~2023~~2024, our net cash flows provided by financing activities were $~~602~~1,~~606~~184,067 and $~~300~~590,~~001~~980, respectively, representing increased net cash flows by financing activities of $~~302~~593,~~605~~087.

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PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded from (a) revenues through the sales of ~~bitcoin~~Bitcoin and other cryptocurrency sales; and (b) sales of our restricted common stock. Our working capital requirements are expected to increase commensurate with our business growth.

Our principal demands for funding 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~~rose through proceeds from the issuance of debt or equity.

MATERIAL COMMITMENTS

~~The Company~~We, through ~~its~~our 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~~crypto miner hardware. ~~Since the period ended June 30, 2023, the Company has consolidated its mining operations to one facility.~~

PURCHASE OF SIGNIFICANT EQUIPMENT

InAfter ~~anticipation of~~ completing the acquisition of the Orofino ID facility, ~~the~~we ~~Company has~~ applied for lease financing for the ~~purposes~~purpose of securing 275 latest generation ASIC S21 270 ~~terrahache~~TH miners ~~over the next sixty days~~. Pricing fluctuations for ASIC miners is generally ~~directly~~ related to the price of ~~bitcoin~~Bitcoin; as of the date of this Annual Report, these particular ASIC miners cost between $85,~~500~~300 and $96,~~000~~500 per ~~ASIC~~ miner. Our planned lease or purchase of these miners is subject to our financial ability to do so and/or to obtain equity 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.

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OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial conditions, revenues or expenses, results of operations, liquidity capital expenditures or capital resources.

GOING CONCERN

Our consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established a source of revenue sufficient to cover our operating expenses and to allow us to continue as a going concern. We have incurred losses since inception resulting in an accumulated deficit on June 30, ~~2024~~2025, and ~~2023~~2024 of $79,~~008~~559,~~181~~350 and $67,~~000~~023,~~527~~798, respectively. Net losses for fiscal years ended June 30, ~~2024~~2025, and ~~2023~~2024 were $12,~~007~~535,~~654~~552 and $1,~~839~~023,~~770~~271, respectively. Our ability to operate as a going concern is dependent on obtaining adequate capital to fund ~~operating~~operations ~~losses~~ until we become profitable. In its report on our financial statements for the years ended June 30, ~~2024~~2025, and ~~2023~~2024, our independent registered public accounting firm included an explanatory paragraph regarding substantial doubt of our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

RECENTLY ISSUED ACCOUNTING STANDARDS

Under ASU No. 2023-08, effective December 15, 2024, with early adoption permitted, companies are required to mark ~~bitcoin~~Bitcoin and similar digital assets to market at each reporting period. This guidance ensures the ~~bitcoin~~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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

2328 Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by Item 8 are presented in the following order:

TABLE OF CONTENTS

Reports of Independent Registered Public Accounting Firms		F-2
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of June 30, 2024, and 2023		F-4
Consolidated Balance Sheets as of June 30, 2025, and 2024		F-4
Consolidated Statements of Operations for the years ended June 30, 2024, and 2023		F-5
Consolidated Statements of Operations for the years ended June 30, 2025, and 2024		F-5
Consolidated Statements of Stockholders’ Deficit for the years ended June 30, 2024, and 2023		F-6
Consolidated Statements of Stockholders’ Deficit for the years ended June 30, 2025, and 2024		F-6
Consolidated Statements of Cash Flows for the years ended June 30, 2024, and 2023		F-7
Consolidated Statements of Cash Flows for the years ended June 30, 2025, and 2024		F-7
Notes to the Consolidated Financial Statements		F-8

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

T‐-Rex Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of T‐-Rex Acquisition Corp. and its subsidiaries (“the Company”, “T‐-Rex”) as of June 30, ~~2024~~2025, and ~~2023~~2024, and the related consolidated statements of operations, changes in shareholders’ equity (deficit), and cash flows for each of the two years in the period ended June 30, ~~2024,~~2025 and ~~2023, and~~ the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, ~~2024~~2025, and ~~2023~~2024, and the results of its operations and its cash flows for each of the two years in the period ended June 30, ~~2024~~2025, ~~and 2023,~~ in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s losses from operations and accumulated deficit raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

F-2 Table of Contents

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~Revenue~~F-2 ~~Recognition~~Table of Contents

~~Description~~Complex ofjudgements ~~the~~– ~~matter:~~Digital Asset Mining Revenue

As discussed in Note 2 to the consolidated financial statements, the Company’s revenue is recognized through the mining of digital assets. Digital assets, including revenue recognition, is an accounting and auditing area in which there lacks authoritative guidance, and as such the auditing digital assets and related activity requires significant auditor judgment.

How the Critical Audit Matter Was Addressed in the Audit:

Our principal audit procedures to evaluate management's revenue recognition consisted of the following, among others:

1. Obtained and reviewed the Company's policies for recognizing revenue and the related application under generally accepted accounting principles. 2. Verified the reliability and accuracy of daily mining reports on which recognized revenue is derived. 3. Tested the accuracy of revenue recognized and recognized gain/loss on sale/exchange of cryptocurrency on FIFO cost basis.

Complex Accounting Treatments ‐ Stock Warrants Valuation

Description of the Matter:

AsThe ~~discussed~~Company participates in ~~Notes~~digital 2asset mining by executing agreements with digital asset mining pool operators to provide hash calculations for the purpose of validating transactions and 12adding blocks to the Bitcoin Blockchain Network. The Company ~~has~~decides ~~stock~~when ~~warrants,~~to ~~which~~run ~~require~~its ~~fair~~equipment ~~value~~for ~~calculations~~these ~~that~~transaction ~~are~~validation ~~complex~~services under the mining pool agreement. Revenue is recognized upon confirmation of bitcoin block and ~~subject~~receipt toof ~~critical~~the ~~judgment~~reward in the Company’s cryptocurrency wallet. For the fiscal years ended June 30, 2025, and 2024, Bitcoin Mining revenue was $15,701, and $15,824, respectively.

We identified bitcoin mining revenue as a critical audit matter due to the extent of audit effort to reconcile the Company’s records of bitcoin mined with that of the mining pool, and the bitcoin exchange, and the effort required to test the fair value of bitcoin rewards earned.

How the Critical Audit Matter Was Addressed in the Audit:

WeOur ~~examined~~audit ~~stock~~procedures ~~warrants~~related ~~agreements that were issued as compensation, tested inputs used in the Black‐Scholes calculation by agreeing terms~~ to the ~~agreements, market information on third‐party sites, and recalculated the stock warrant~~Company’s ~~fair~~revenue ~~value~~recognition ~~and~~process ~~stock‐based~~for ~~compensation~~Bitcoin ~~expense~~Mining ~~based~~Revenue onincluded the ~~vesting~~following, ofamong ~~warrants.~~others:

~~Complex~~· ~~Accounting~~We ~~Treatments~~reconciled ‐the ~~Stock~~ledger ~~based~~of ~~compensation~~bitcoin revenue to the mining pool report which were obtained during our walkthrough of the mining pool system. · We obtained bitcoin quoted prices from third party sites and tested the fair value on the reward dates. · We examined the underlying contracts of the mining pool and crypto exchange. · We traced the transfer of bitcoin from the mining pool records of bitcoin transferred out to the crypto exchange records of bitcoin received; noting mostly all bitcoin rewards are transferred out of the mining pool to the crypto exchange on a regular basis before it is used or sold.

Complex judgements - Impairment of Software

Description of the Matter:

As discussed in ~~Notes~~Note 28 ~~and~~of 12the financial statements, the Company ~~has~~acquired ~~stock‐based~~proprietary ~~compensation~~mining ~~which~~and ishosting software from a related party for total consideration of approximately $210,000, during the fiscal year 2025, incurred amortization expense of $17,500 and recognized asa ~~expensed~~full ~~ratably~~impairment ~~over~~loss of $192,500 on June 30, 2025. Management’s conclusion to impair the ~~requisite~~software ~~service~~involved ~~period/vesting~~significant ~~period~~judgment in assessing whether the software was in use, ~~which~~whether ~~requires~~impairment ~~fair~~indicators existed as of the reporting date, and whether the carrying value ~~calculations~~was recoverable. The software was acquired and ~~subject~~maintained by a related party. Due to ~~critical~~electrical equipment damage subsequent to the fiscal year end the software was not functional at time of the audit. Management fully impaired the software and claims it will become functional once the equipment is repaired. Accordingly, this matter required a high degree of auditor judgment and audit effort.

How the Critical Audit Matter Was Addressed in the Audit:

We ~~examined~~obtained ~~management~~and ~~agreements~~reviewed the acquisition agreement and supporting documentation for ~~issuance~~the ofconsideration ~~stock~~paid, ~~verified~~evaluated the ~~grant~~related-party ~~date~~relationship and ~~vesting~~its ~~period~~impact on audit risk, and ~~recalculated~~assessed management’s identification of impairment indicators and their determination regarding recoverability as of June 30, 2025. We considered the ~~stock~~subsequent damage of the equipment used to operate the software and assessed the adequacy of related financial statement disclosures. Based on the procedures performed, we found management’s ~~fair~~conclusion ~~value~~to ~~and~~record ~~stock‐based~~a ~~compensation~~full ~~expense~~impairment loss to be reasonable in the circumstances.

/S/ INTEGRITAT CPA (PCAOB ID 6624)

We have served as the Company’s auditor since 2022.

Boca Raton, Florida

~~November~~October 1830, ~~2024~~2025

F-3

Table of Contents

TREX ACQUISITION CORP.
CONSOLIDATED BALANCE SHEETS
	June 30, 2024			June 30, 2023
	June 30, 2025			June 30, 2024
ASSETS
CURRENT ASSETS:
Cash	$	36		$	23,909
Cash & cash equivalents	$	49,733		$	36
Prepaid consulting - current		152,213			161,546
Bitcoin held		17,502			-
TOTAL CURRENT ASSETS		152,249			185,455
Prepaid consulting		13,333			152,213
NON-CURRENT ASSETS:
Prepaid expense		14,997			-
Plant and equipment, net		-			14,948
TOTAL CURRENT ASSETS		95,565			152,249
Prepaid consulting - noncurrent		-			152,213
NON- CURRENT ASSETS:
TOTAL NON-CURRENT ASSETS		-			167,161
Plant and equipment, net		588,361			-
TOTAL ASSETS	$	152,249		$	352,616
Prepaid consulting		13,333			-
Other assets		77,069
TOTAL NON -CURRENT ASSETS		678,763			-
TOTAL ASSETS	$	774,328		$	152,249
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	5756,~~950~~095		$	6357,~~713~~950
Due to related party- accrued compensation		~~664~~508,~~430~~163			~~495~~664,~~800~~430
Due to related party- advances		135,~~602~~150			-13,602
Notes payable - related parties		369,126			-
Note payable - unrelated parties		401,780			134,375
Note payable - unrelated parties		134,375			69,525
Interest payable - unrelated parties		12,997			4,961
Interest payable, unrelated party		4,961			-
Notes payable - related parties		304,366			357,500
Deposit payable		15,000			-
Interest payable - related parties		9,391			12,043
TOTAL CURRENT LIABILITIES		1,259,444			629,038
Derivative liability		34,597			-
TOTAL LIABILITIES		1,259,444			629,038
Deposit payable		-			15,000
Commitments and contingencies (Note 9)		-			-
TOTAL CURRENT LIABILITIES		1,332,539			1,259,861
NON- CURRENT LIABILITIES:
Stock subscription payable	$	504,310			-
TOTAL NON -CURRENT LIABILITIES		504,310			-
TOTAL LIABILITIES		1,836,849			1,259,861
Commitments and contingencies (Note 11)		-			-
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 June 30, 2024, and 2023, respectively		1,822			1,822
Common stock, 0.0001 par value, authorized 350,000,000 shares and 25,067,479 and 18,223,953 issued and outstanding as of June 30, 2025, and June 30, 2024, respectively	$	2,506		$	1,822
Additional paid in capital		5,899,164			5,722,283
Additional paid In capital		8,175,305			5,899,164
Accumulated deficit		(7,008,181	)		(6,000,527	)
Stock subscription payable		319,018			15,200
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(1,107,195	)		(276,422	)
Accumulated deficit		(9,559,350	)		(7,023,798	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	152,249		$	352,616
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(1,062,521	)		(1,107,612	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	774,328		$	152,249

The accompanying notes are an integral part of these financial statements.

F-4

Table of Contents

TREX ACQUISITION CORP.
T-REX ACQUISITION CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
for the years ended June 30,
	2024			2023
	2025			2024
REVENUE
Mining Revenue	$	15,824		$	54,607
Mining revenue	$	15,701		$	15,824
Realized Gain (Loss) on sale/exchange of Bitcoin		-			1,030
Hosting revenue		14,888			-
Total revenues	$	15,824		$	55,637
Unrealized gain (loss) on bitcoin held		1,801			-
Total revenues		32,390			15,824
Cost of goods sold
Depreciation		14,948			494,685
Depreciation & amortization		50,662			14,948
Hosting		~~11,810~~-			6511,~~233~~810
Contract Labor		-			8,800
Electricity		43,960			-
Environmental expense		3,500			3,500
Contract labor		23,970			-
Total cost of goods sold		30,258			572,218
Environmental expense		-			3,500
Gross Profit (Loss)		(14,434	)		(516,581	)
Total cost of goods sold		118,592			30,258
Gross Loss		(86,202	)		(14,434	)
Expenses
Transfer Agent and Filing Fees		32,214			20,445
Transfer agent and filing fees		24,383			32,214
Professional Fees		79,625			69,687
Professional fees		197,371			79,625
Management and Consulting Fees		498,000			541,500
Management and consulting fees		694,255			498,000
Share based compensation		~~338~~322,~~427~~545			~~647~~338,~~024~~427
Administration Fees		17,913			42,767
Administration fees		790,635			33,113
Total operating expenses		~~966~~2,~~179~~029,189			1981,~~321,423~~379
Loss from Operations		(~~980~~2,~~613~~115,391	)		(1995,~~838,004~~813	)
Other income (expenses):
Other income (expense)
Interest expense		(27108,~~041~~190	)		(127,~~766~~458	)
Total other income (expenses)
Loss on impairment of intangible asset (software)		(192,500	)		-
Loss Before Income Taxes		(1,007,654	)		(1,839,770	)
Gain (loss) on derivative liabilities		(119,471	)		-
Net Loss	$	(1,007,654	)	$	(1,839,770	)
Total other income (expense)		(420,161	)		(27,458	)
Basic and Dilutive Net Loss Per Share	$	(0.06	)	$	(0.10	)
Loss Before Income Taxes		(2,535,552	)		(1,023,271	)
Basic and Dilutive - Weighted average number of common shares outstanding		18,223,953			18,831,350
Less: Provision for Income Taxes		-			-
Net Loss	$	(2,535,552	)	$	(1,023,271	)
Basic and Dilutive Net Loss Per Share	$	(0.13	)	$	(0.06	)
Basic and Dilutive - Weighted average number of common shares outstanding		20,156,009			18,223,953

The accompanying notes are an integral part of these financial statements.

F-5

Table of Contents

TREX ACQUISITION CORP.
T-REX ACQUISITION CORP.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITYFOR THE YEARS ENDED JUNE 30, 2024, AND 2023
For the years ended June 30, 2024, and 2023
	Common Stock at Par $0.0001
	Common Stock at Par $0.0001						Additional
	Number of Shares			Amount			Additional Paid in Capital		Stock Subscription Payable			Accumulated Deficit			TOTAL
	Number of Shares			Amount			Paid in Capital		Accumulated Deficit			TOTAL
Balance June 30, 2023		18,223,953		$	1,822		$	5,722,283	$	-			(6,000,527	)		(276,422	)
Balance June 30, 2021		14,669,106			1,467			2,818,968		(2,866,559	)		(46,124	)
Warrants issued as share-based compensation		-			-			176,881								176,881
Shares issued for related party debt conversion		1,500,000			150			44,850					45,000
Note Payable obligation to issue shares										15,200						15,200
Share based expense for warrants issued					-			770,850					770,850
																-
Shares issued for subscriptions		747,837			75			560,800					560,875
Net Loss		-			-			-					(1,023,271	)		(1,023,271	)
Shares issued for services		1,475,000			148			604,602					604,750
Balance June 30, 2024		18,223,953		$	1,822		$	5,899,164	$	15,200			(7,023,798	)		(1,107,612	)
Shares issued for debt conversion		1,182,009			118			117,932					118,050
Shares issued for cash		1,290,000			129			849,871								850,000
Net Loss		-			-			-		(1,294,198	)		(1,294,198	)
Shares issued for purchase of intangible asset		600,000			60			199,940								200,000
Balance June 30, 2022		19,573,952		$	1,958		$	4,918,002	$	(4,160,757	)	$	759,202
Shares issued as incentives to note payable agreements - unrelated parties		329,905			33			98,178		-24,445						73,766
Shares Surrendered		(1,900,000	)		(190	)		190					-
Shares issued as incentives for note payable agreements - related parties		477,011			48			208,503		-						208,550
Shares Issued for Services		150,000			15			20,985					21,000
Shares issued for redemption of warrants		2,464,706			246			13,719	$	-						13,965
Shares issued for cash		400,001			40			299,961					300,001
Shares issued for note payable conversion		247,307			25			135,791		-						135,816
Share based expense for warrants issued					-			483,145					483,145
Shares issued for services		1,434,597			143			455,318								455,462
Net Loss		-			-			-		(1,839,770	)		(1,839,770	)
Share issuance obligation for conversion of note payable										50,417						50,417
Balance June 30, 2023		18,223,953			1,822			5,722,283		(6,000,527	)		(276,422	)
Share issuance obligation for services provided										10,845						10,845
Share based expense for warrants issued		-			-			176,881					176,881
Shares issuance obligation for note payable incentives - related parties										253,036						253,036
													-
Share issuance obligation for exercised warrants										13,965						13,965
Net Loss		-			-			-		(1,007,654	)		(1,007,654	)
Warrants issued as noteholder incentives		-			-			180,271		-						180,271
Balance June 30, 2024		18,223,953			1,822			5,899,164		(7,008,181	)		(1,107,195	)
Warrants issued as share-based compensation								134,549								134,549
																-
Net Loss													(2,535,552	)		(2,535,552	)
Balance June 30, 2025		25,067,479		$	2,506		$	8,175,305	$	319,018		($9,559,350)			($1,062,521)

The accompanying notes are an integral part of these financial statements.

F-6

Table of Contents

TREX ACQUISITION CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
for the years ended June 30,
	2024			2023
	2025			2024
OPERATING ACTIVITIES
Net Loss	$	(12,~~007~~535,~~654~~552	)	$	(1,~~839~~023,~~770~~271	)
Adjustments to reconcile net loss to net cash used in operating activities
Share based expense for warrants issued		338,427			647,024
Share based Compensation expense		222,048			338,427
Cost of goods sold - depreciation expense		14,948			494,685
Depreciation & Amortization		50,662			14,948
Loss on impairment of intangible asset (software)		192,500			-
Interest expense		40,133			-
Consulting services paid in shares		12,893			-
Compensation paid in form of Note payable		120,000			-
Loss (Gain) on derivative liability		119,471			-
Loan Cost - paid by share issuance		661,735			15,200
Legal costs - paid by share issuance		60,010			-
Debt issuance costs – Warrants issued		180,272			-
Changes in assets and liabilities:
Crypto currency held		-			9,211
(Increase) decrease in assets
Other assets		-			10,570
Bitcoin Held		(17,502	)		-
Accounts payable and accrued expenses		(5,763	)		44,759
Prepaid expense		(14,997	)		-
Interest payable to third parties		4,961			-
Other assets		(77,069	)		-
Advances payable to related parties		13,602			69,525
Increase (decrease) in liabilities
Balances owed to related parties					375,800
Accounts payable and accrued expenses		4,795			(5,764	)
Deposit payable		15,000
Interest payable to third parties		13,157			4,962
Net cash used in operating activities		(626,479	)		(188,196	)
Interest payable to related parties		-			12,043
Advances payable to related parties		35,411			13,602
Balances owed to related parties		168,281			-
Deposit payable		-			15,000
Net cash used in operating activities		(763,752	)		(614,853	)
INVESTING ACTIVITIES:
Purchase of Equipment		-			(88,000	)
Purchase of Orofino Facility	$	(360,618	)	$	-
Net cash used in investing activities		-			(88,000	)
Purchase of Intangible asset		(10,000	)		-
Net cash used in investing activities		(370,618	)		-
FINANCING ACTIVITIES:
Shares issued for cash	$	-835,000		$	~~300,001~~-
Net proceeds in related party debt		168,630
Net proceeds from related party debt		-			168,630
Proceeds from issuance of note payable - related parties		369,126			-
Repayment of convertible notes		(10,000	)		-
Proceeds from issuance of note payable - unrelated parties		64,850			-
Proceeds from issuance of note payable - related parties		282,444			357,500
Net cash provided by financing activities		602,606			300,001
Proceeds from issuance of note payable - unrelated parties		76,623			64,850
NET INCREASE (DECREASE) IN CASH		(23,873	)		23,805
Net cash provided by financing activities		1,184,067			590,980
CASH AT BEGINNING OF PERIOD		23,909			104
NET INCREASE/(DECREASE) IN CASH		49,697			(23,873	)
CASH AT END OF PERIOD	$	36		$	23,909
CASH AT BEGINNING OF PERIOD	$	36		$	23,909
CASH AT END OF PERIOD	$	49,733		$	36
Supplemental Cashflow Information
Interest Paid	$	-3,757		$	-
Taxes Paid	$	-		$	-
Supplemental Non-Cash Investing and Financing Activities	$	-		$	-
Adjustment in par value from $0.001 to $0.0001	$	-		$	17,616
Purchase of intangible asset worth $210,000, of which $200,000 worth of shares issued and $10,000 paid in cash	$	200,000		$	-
Surrender of shares	$	-		$	190.00
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 for related party debt conversion	$	-		$	-
Conversion of Note payable along with interest in stock subscription payable, to be issued after year end.		554,727			-
Shares issued and recorded as prepaid expense	$	-		$	-
Shares issued to settle deposit payable		15,000			-
Shares issued for the obligation earlier booked		49,559			-
Share issued for redemption of warrants		242			-
Share issued for conversion of Note payable		135,816			-
Share issued to fulfil obligation of issuance of share		35,905			-
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		14,307			-

The accompanying notes are an integral part of these financial statements.

F-7

Table of Contents

T-REX ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

T-REX Acquisition Corp. (~~The~~“T-REX” or the “Company”) was ~~formed~~incorporated on January 16, 2008, in the ~~state~~State of Nevada. ~~under~~From ~~the~~inception ~~name~~through ~~Plethora~~June ~~Resources~~2021, ~~Inc.~~the ~~as a development stage enterprise. The~~ Company ~~was~~sought ~~originally~~a ~~organized to engage in the~~ business ofcombination, ~~consulting~~including toa ~~oil~~reverse ~~and~~merger ~~gas exploration companies interested in obtaining exploration and production licenses at auction for oil and gas properties in Russia~~opportunity. ~~The~~In ~~Company~~July ~~later changed its name to Sync2 Networks Corp when the Company began to engage in software-related services. On March 20~~2021, ~~2014,~~ the Company ~~changed~~pivoted its ~~name~~strategy to ~~TREX~~become ~~Acquisition~~an ~~Corp.~~emerging ~~after~~technology ~~the~~enterprise, ~~Company~~focusing ~~business~~on operations ~~under~~and ~~the~~investments ~~Sync2~~in ~~Networks branding had ceased. On June 21, 2021,~~ the ~~Company decided to pivot from seeking an acquisition candidate to operating a~~ cryptocurrency ~~mining business. On February 17~~sector, ~~2022,~~particularly ~~the~~those ~~Company~~related ~~began~~to ~~mining~~distributed ~~bitcoin~~ledger attechnologies ~~Ace~~and ~~Hosting,~~associated aintangible ~~Tampa, Florida located data center~~assets. ~~On June 30, 2022, the Company changed its name to “T-REX Acquisition Corp.”~~

AsOn of June 301, ~~2024~~2022, the Company isformally achanged ~~holding~~its ~~company~~name ~~with~~from ~~the following subsidiaries: Raptor Mining LLC, a Florida limited liability company (~~“~~Raptor~~TREX ~~Mining”);~~Acquisition ~~and TRXA Merger Sub, Inc~~Corp.,” anto ~~inactive Delaware corporation (~~“~~Merger~~T-REX ~~Sub”).~~Acquisition ~~On July 1, 2022, we incorporated Megalodon Mining and Electric, LLC, a Florida limited liability company (“Megalodon”)~~Corp. ”

~~2020~~As of June 30, 2025, the Company is a holding company with the following subsidiaries: Raptor Mining LLC, a Florida limited liability company (“Raptor”); and TRXA Merger Sub, Inc., an inactive Delaware corporation (“Merger Sub”), Megalodon Mining and Electric, LLC, a Florida limited liability company (“Megalodon”), Sabretooth Mining Containers, LLC., a Florida limited liability company (“Sabretooth”), and Deinodon, a Florida limited liability company (“Deinodon”).

OnThe ~~March 13, 2020, the~~ Company ~~incorporated~~is ~~the~~authorized ~~Merger~~to ~~Sub~~issue inup ~~order~~ to ~~facilitate~~350,000,000 ~~the~~shares ~~acquisition~~ of acommon ~~pre-revenue~~stock, ~~Software-as-~~with a~~-Service~~ par ~~internet~~value ~~platform business~~$0.0001 ~~The~~per ~~Company’s~~share ~~President~~and ~~currently~~20,000,000 ~~serves~~blank-check aspreferred ~~the~~shares, ~~sole~~with ~~officer~~a par ~~and~~value ~~director~~$0.001 ofper ~~the Merger Sub~~share.

~~2021~~Business ~~Raptor~~Focus ~~Mining LLC~~ and ~~2022 Megalodon Mining and Electric LLC~~Strategy

OnT-REX’s ~~July~~current 9,strategic ~~2021,~~focus ~~the~~includes ~~Company~~securing ~~formed~~and ~~Raptor~~operating ~~Mining~~within ~~to pursue~~ the ~~Company’s~~Bitcoin ~~new~~distributed ~~business~~ledger ~~operating strategy to engage in cryptocurrency mining~~network, ~~which~~as iswell ~~used~~as toexploring ~~secure~~additional ~~decentralized~~distributed ~~network~~ledger protocols and ~~decentralized~~infrastructure ~~distributed ledgers~~opportunities. OnBitcoin ~~July~~(“BTC”) 1,is ~~2022, the Company formed Megalodon to investigate and potentially pursue~~ a ~~cryptocurrency~~decentralized ~~co-location~~digital ~~business~~currency ~~model.~~operating ~~The cryptocurrency co-location business model is based~~ on a ~~company which has access to data centers and inexpensive cryptocurrency mining inputs, such as low~~peer-~~cost electricity supply, offering~~ to ~~host third~~-~~party~~peer ~~owned~~network ~~cryptocurrency~~called ~~mining~~the ~~equipment in exchange for a fee~~blockchain, which ~~may~~enables ~~consist~~secure, oftrustless atransactions ~~mix~~without ofreliance ~~cash~~on ~~and~~a ~~cryptocurrency~~central ~~consideration~~authority.

The Company began earning Bitcoin mining rewards on February 17, 2022, recognizing revenue based on the USD value of the rewards received. T-REX, generally does not retain Bitcoin on its balance sheet and frequently converts received BTC into U.S. dollars or uses it for payments to third parties.

F-8

Table of Contents

The consolidated entity is comprised of T-REX Acquisition Corp. and its wholly owned subsidiaries:

	·	TRXA Merger Sub, Inc. (“Merger Sub”) was formed on March 13, 2020, in the State of Delaware 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 (“Raptor”) was formed on July 9, 202,1 in the state of Florida, Raptor’s operations include the Company’s proprietary Bitcoin mining operations and virtual asset acquisitions. Raptor conducts the Company’s primary cryptocurrency mining activities. Raptor is responsible for validating blockchain transactions in exchange for mining rewards and also engages in the acquisition of virtual assets.

	·	Megalodon Mining and Electric LLC (“Megalodon”) was formed on July 1, 2022, in the State of Florida, to evaluate, acquire and develop data centers to fulfil its cryptocurrency hosting business model. On March 4, 2025, Megalodon acquired a data center and co-location facility in Orofino, Idaho. The co-location hosting business model offers third party crypto miners support to operate mining operations without purchasing a facility of their own. For a monthly fee, the Company offers lower cost electricity and operational support staff.

	·	Sabretooth Mining Containers LLC (“Sabretooth”) was formed on February 7, 2025, in the state of Florida to design and fabricate modular containers equipped with electrical and racking infrastructure to support off-site cryptocurrency mining operations.

	·	Deinodon Mining Solutions LLC (“Deinodon”) was formed on March 29, 2025, in the state of Florida provides software and technical resources for cryptocurrency operations. On March 31, 2025, Deinodon acquired the assets of Baoblock, Inc. for $210,000, paid by the issuance of 600,000 shares of T-REX’s common stock and $10,000 in cash. The seller, Baoblock, Inc., is owned by the Company’s newly appointed Chief Technology Officer, and the acquisition includes proprietary software and technical expertise. The software’s developer is the Chief Technical Officer, who has the ability to maintain and modify support operations as needed. Substantiation of its fair value for reporting purposes was deemed to have more cost than benefit and it was therefore impaired to a value of $0.

All intercompany transactions and balances have been eliminated in consolidation.

F-9

Table of Contents

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ifof 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 consolidated financial statements should be read in conjunction with the notes contained herein as part of the Company's Annual Report in its Form 10-K filing under the Securities Exchange Commission.

F-8 Table of Contents

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.

Reclassification

Certain reclassifications have been made to prior periods to conform ~~with~~to current reporting.

Determination of Bad Debts

The Company’s policy is to analyze the collectability of Accounts and Notes Receivable on a monthly basis to determine whether any allowance for doubtful accounts is necessary. Once the allowance has been determined the offset is booked to bad debt expense and subsequently if the account is deemed to be a bad debt, it is written off the e allowance for doubtful accounts. The Company currently has no accounts receivable.

Principles of Consolidation

As of June 30, ~~2024~~2025, the accounts include those of the Company and its 100% owned subsidiaries, T-REX Merger Sub, Raptor Mining LLC, Megalodon Mining and Electric. ~~T-REX Merger Sub~~LLC, ~~Megalodon~~Sabretooth Mining ~~and~~Containers ~~Electric,~~ LLC ~~are~~and ~~inactive~~Deinodon ~~entities with no account balances~~LLC. All intercompany transactions and balances have been eliminated.

OnBusiness March 13, 2020, the Company incorporated Merger Sub in order to facilitate the acquisition of a pre-revenue Software-as-a-Service internet platform business. The Company’s President currently serves as the sole officer and director of the Merger Sub. As of the date of this filing, neither the Company nor the Merger Sub have entered into a definitive agreement or non-binding letter of intent to acquire a company. On July 9, 2021, the Company organized Raptor Mining, which currently generates revenues via its operating business. On July 1, 2022, the Company formed Megalodon to investigate and potentially pursue a cryptocurrency co-location business model. The cryptocurrency co-location business model is based on a company, which has access to data centers and inexpensive cryptocurrency 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 consideration. segments

AsThe ofCompany uses the ~~date~~“management ofapproach” ~~this~~to ~~filing,~~identify ~~the~~its ~~Company~~reportable ~~has~~segments. ~~entered~~This ~~into~~approach ais ~~Letter~~based ofon ~~Intent~~the tointernal ~~acquire~~organizational anstructure ~~established~~used ~~co-location~~by ~~facility~~management infor ~~Orofino,~~making ~~Idaho~~operational ~~for~~decisions and assessing the ~~purposes~~performance of ~~consolidating~~the ~~its~~business. ~~present~~Under ~~mining~~this ~~operations~~approach, ~~and~~the toCompany ~~expand~~has ~~into~~determined ~~the~~that ~~co-location~~it ~~hosting~~operates ~~market~~through four reportable segments.

The 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 includes the Company’s bitcoin mining operations. It holds the mining-related assets and generates revenue through the receipt of Bitcoin rewards earned from mining activities. The Hosting segment 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 consists of the entity that focus on operations and services that can be achieved with state-of-the-art software platform for its industry. The Company plans to utilize this platform to support future business initiatives.

F-10

Table of Contents

Segmented Information- Statements of Operations
2025	Holding Segment			Mining Segment			Hosting Segment			Software Services Segment			Total
Revenue and other income:
Mining revenue	$	-		$	15,701		$	-		$	-		$	15,701
Realized gain (loss) on sale/exchange of bitcoin		-			1,801			-			-			1,801
Hosting revenue		-			-			51,909			-			51,909
Intersegment sales revenue		-			-			(37,021	)		-			(37,021	)
		-			17,502			14,888			-			32,390
Expenses
Cost of sales	$	-		$	37,021		$	67,930		$	-		$	104,952
Depreciation and Amortization		-			22,700			10,462			17,500			50,662
Loss on impairment of intangible asset (software)		-			-			-			192,500			192,500
Transfer agent and filing fees		24,383			-			-			-			24,383
Professional fees		197,370			-			-			-			197,370
Management and consulting fees		674,255			-			20,000			-			694,255
Share based compensation		322,547			-			-			-			322,547
Administration Fees		773,053			8,168			9,286			125			790,632
Interest expense		49,206			-			58,983			-			108,190
Gain (Loss) on derivative liabilities		119,471			-			-			-			119,471
Intersegment Expenses		-			-			(37,021	)		-			(37,021	)
Net Income (loss) before income taxes	$	(2,160,285	)	$	(50,387	)	$	(114,754	)	$	(210,125	)	$	(2,535,552	)

Segmented Information- Balance Sheets
2025	Holding Segment			Mining Segment			Hosting Segment			Software Services Segment			Total
Total assets	$	1,039,935		$	109,553		$	718,887		$	(125	)	$	1,868,249

Less: intersegment eliminations		(886,569	)		(45,164	)		(162,188	)		-			(1,093,921	)
Net assets	$	153,366		$	64,389		$	556,699		$	(125	)	$	774,328

Total liabilities	$	1,173,107		$	713,993		$	833,670		$	210,000		$	2,930,770
														-
Less: intersegment eliminations		(147,631	)		(593,221	)		(143,069	)		(210,000	)		(1,093,921	)
Total liabilities	$	1,025,476		$	120,772		$	690,601		$	-		$	1,836,849

Segmented Information- Statements of Operations
2024	Holding Segment			Mining Segment			Hosting Segment		Software Services Segment		Total
Revenue and other income:
Mining revenue	$	-		$	15,824		$	-	$	-	$	15,824
Realized gain (loss) on sale/exchange of bitcoin		-			-			-		-		-
Hosting revenue		-			-			-		-		-
Intersegment sales revenue		-			-			-		-		-
		-			15,824			-		-		15,824
Expenses
Cost of sales	$	-		$	15,310		$	-	$	-	$	15,310
Depreciation and Amortization		-			14,948			-		-		14,948
Transfer agent and filing fees		32,214			-			-		-		32,214
Professional fees		79,625			-			-		-		79,625
Management and consulting fees		498,000			-			-		-		498,000
Share based compensation		338,427										338,427
Administration Fees		33,113			-			-		-		33,113
Interest expense		27,458			-			-		-		27,458
Gain (Loss) on derivative liabilities		-			-			-		-		-
Intersegment Expenses		-			-			-		-		-
Net Income (loss) before income taxes	$	(1,008,837	)	$	(14,434	)	$	-	$	-	$	(1,023,271	)

Segmented Information- Balance Sheets
2024	Holding Segment			Mining Segment			Hosting Segment		Software Services Segment		Total
Total assets	$	685,749		$	-		$	-	$	-	$	685,749

Less: intersegment eliminations		(533,500	)		-			-		-		(533,500	)
Total assets	$	152,249		$	-		$	-	$	-	$	152,249

Total liabilities	$	(1,259,861	)	$	(533,500	)	$	-	$	-	$	(1,793,361	)
												-
Less: intersegment eliminations		-			533,500			-		-		533,500
Total liabilities	$	(1,259,861	)	$	-		$	-	$	-	$	(1,259,861	)

F-11

Table of Contents

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment, the fair value of derivative liabilities, the present value of debt owed, and value of stock issued as compensation or some other consideration. Actual results could differ from those estimates.

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.

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

~~F-9~~Prepaid ~~Table of Contents~~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.

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 (unrelated parties) – June 30, 2023		$	-			$	-			$	69,525			$	69,525

F-12

Table of Contents

Fair Value Measurements as of June 30, 2025
	Level 1		Level 2		Level 3		Total
Note Payable (related parties) – June 30, 2024	$	-	$	-	$	369,126	$	369,126
Assets
Note Payable (unrelated parties) - June 30, 2024	$	-	$	-	$	134,375	$	134,375
Bitcoin held	$	17,502	$	-	$	-	$	17,502
	$	17,502	$	-	$	-	$	17,502
Liabilities
Derivative liability	$	-	$	-	$	34,597	$	-
Note Payable (related parties)		-		-		304,366		304,366
Note Payable (unrelated parties)		-		-		401,780		401,780
	$	-	$	-	$	706,146	$	706,146
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-10~~The ~~Table~~carrying amount of ~~Contents~~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 approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements as of June 30, 2025.

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 approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements as of June 30, 2024.

The assets and liabilities recorded on the balance sheet approximate their fair value.

~~Derivative~~Disaggregated ~~Financial~~Revenue ~~Instruments~~Disclosure

The Company’s ~~evaluates~~customers ~~its convertible notes to determine if such instruments have derivatives~~ or ~~contain~~sources ~~features~~of ~~(such~~revenue asgeneration ~~conversion~~were ~~features)~~only 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~~United ~~value~~States ~~reported~~during in the ~~statements~~period ofended ~~operations.~~June ~~For stock-based derivative financial instruments~~30, ~~the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates~~2025. ~~The~~Below ~~classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity,~~ is ~~evaluated~~a attable ~~the end~~ of ~~each~~revenue ~~reporting~~by ~~period. The Company had convertible notes with derivative values determined as $0, on June 30, 2024, and 2023, principally due to its stock price and volatility.~~type:

Digital currencies - Bitcoin

	For the period ended
Revenue Type	June 30, 2025		June 30, 2024
Mining Revenue	$	15,701	$	15,824
Hosting Revenue		14,888		-
Unrealized Gain or Loss on Bitcoin Held		1,801		-
Total revenue	$	32,390	$	15,824

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 nonF-~~authoritative~~13 ~~guidance~~Table ~~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 no digital assets on June 30, 2024, or 2023. On June 30, 2022, bitcoin balance held was valued at $9,211. 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 May 11, 2020, and reduced the reward per block to 6.25 BTC.Contents

Digital Currencies – Bitcoin

The Company accounts for digital assets in accordance with the AICPA Practice Aid “Accounting for and Auditing of Digital Assets” (June 30, 2022) and SEC Staff Accounting Bulletin No. 121, which provide non-authoritative guidance under U.S. GAAP. There is currently no specific authoritative guidance on accounting for digital assets; therefore, digital assets that lack physical substance meet the definition of intangible assets and are accounted for under FASB ASC 350, Intangibles – Goodwill and Other.

Effective June 30, 2024, the Company early adopted FASB ASU 2023-08, “Accounting for and Disclosure of Crypto Assets.” This standard requires that qualifying crypto assets, including Bitcoin, be measured at fair value under ASC 820, with changes in fair value recognized in net income each reporting period, replacing the previous impairment model.

The Bitcoin mining reward reduces by 50% (“halving”) approximately every four years or after 210,000 blocks are mined. The most recent halving occurred on April 19, 2024, reducing the block reward from 6.25 BTC to 3.125 BTC.

The Company held no digital assets as of June 30, 2024. As of June 30, 2025, the Company held Bitcoin with a fair value of $17,502, which also represents its carrying amount. Fair value is determined using quoted prices in active markets (Level 1 input).

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~~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, as new technology still being developed and improved. Plant and equipment, which represent 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, 2023, management has reassessed that the mining machines’ useful life to 1-year rather than 7 years, consistent with current industry research and publications on ~~bitcoin~~Bitcoin machines. 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.

FThe Company’s purchased its first data center/ co-11location ~~Table~~facility in Orofino, Idaho in March 2025. Of the $500,000 purchase price, approximately $22,700 was allocated to use ASIC miners and based on present cost per TH in the secondary miner market. And the useful lives of ~~Contents~~miners being 1 year. The miners were fully depreciated in the current year.

~~Management’s~~F-14 ~~assessment~~Table ~~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.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~~assets and ~~it’s~~their carrying value.

Revenue ~~recognition~~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 ~~following~~Company ~~five~~derives ~~steps~~revenue ~~are~~from ~~applied~~two toprimary ~~achieve~~sources: ~~that~~(i) ~~core~~cryptocurrency ~~principle:~~mining activities and (ii) co-location hosting services.

·The ~~Step~~Company 1:applies ~~Identify~~ the ~~contract~~following ~~with~~five-step ~~the~~model ~~customer~~for ·each 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~~stream ~~the~~within ~~Company~~a ~~satisfies~~scope aof ~~performance~~ASC ~~obligation~~606:

~~The~~ Cryptocurrency ~~transaction~~Mining 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.Revenue

When determining the transaction price, an entity must consider the effects of all of the following:

· Variable consideration · Constraining estimates of variable consideration · The existence of a significant financing component in the contract · Noncash consideration · Consideration payable to a customer

Crypto asset transaction verification is the output generated from the Company's ordinary activities under its mining pool contract. The consideration the Company receives is a bitcoin reward, which the Company measures at fair value on the date awarded. Rewards are earned when the Company successfully places a block (by being the first to solve an algorithm). As a result, the Company receives confirmation from the mining pool of the block placed and rewards earned. The Company uses the quoted price of the bitcoin at closing, on the date the coin is mined to value its reward/s. There is no significant financing component in these transactions. Expenses associated with running the digital currency mining business, such as rent, mining equipment depreciation, and electricity costs are also recorded as cost of revenue.

~~F-12~~The ~~Table~~fair value of ~~Contents~~Bitcoin received is determined using the closing U.S. dollar spot rate of Bitcoin on the grant date of the reward.

~~Fair~~Subsequent ~~value~~to of the ~~digital~~Bitcoin ~~asset~~reward ~~award~~being ~~received~~granted. Bitcoin is ~~determined~~measured ~~using~~and held at its fair market value in accordance with ASC 350-60 and ASC 820, and any changes in fair value are recorded in the ~~average~~statement Uof operations as unrealized gains or losses.S. ~~dollar~~Upon ~~spot~~the ~~rate~~sale or exchange of Bitcoin, the ~~related~~difference ~~digital~~between ~~currency~~the oncarrying amount and the ~~grant~~proceeds ~~date~~received ofis ~~the~~recognized ~~reward~~as a realized gain or loss.

~~Additionally~~The ~~in its regular courses of business the~~ Company ~~earns~~applies ~~a gain or incurs a loss on~~ the ~~trade~~ASC of606 ~~bitcoin~~model ~~awarded.~~as follows:

~~Stock~~· ~~based~~Step ~~compensation~~1: Contract/s are established via written service agreements with the mining pool.

~~The~~· ~~Company~~Step ~~accounts~~2: ~~for~~The ~~stock-based~~primary ~~compensation~~performance inobligation ~~accordance with ASC Section 718 Compensation – Stock Compensation. Under the fair value recognition provisions of ASC 718 stock-based compensation~~ is ~~measured~~to atcontinuously ~~the~~perform ~~grant~~calculations ~~date~~using ~~based~~mining onequipment ~~the~~to ~~fair~~solve ~~value~~algorithms ~~of the award~~ and isadd ~~recognized~~blocks asto ~~expensed ratably over~~ the ~~requisite~~Bitcoin ~~service~~block ~~period/vesting~~chain ~~period~~network.

· Step 3: The transaction price is the agreed number of Bitcoin awarded based on the mining pool agreement.

· Step 4: The allocation of the transaction price is not applicable as it fully relates to the mining of Bitcoin, which is a single performance obligation.

· Step 5: Revenue is recognized upon verification of transactions/ solving an algorithm and adding the blocks to the Bitcoin block chain network.

Co-location Hosting Revenue

The Company provides co-location hosting services to third-party customers, primarily digital asset mining businesses, through the provision of physical space and supporting infrastructure within its mining facility. These services generally include the allocation of rack space for customer-owned 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 high power and uptime requirements typical of cryptocurrency mining operations.

Revenue from these services is recognized over time, as the performance obligation (continuous hosting access) is satisfied. Customers typically prepay a fixed estimated fee at the beginning of each month for that month’s services; charge adjustments and credits are applied at the end of each month based on actual charges. The estimated fixed fee is determined from expected variable usage-based fees (e.g., for electricity).

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Table of 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 the contract's termination, credits may be offset against final contract charges. Monthly billing estimates generally align closely with actual usage, resulting in minimal adjustments.

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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 a provision 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.

Warrants were issued as compensation, as an inducement for notes payable, and as detachable warrants in connection with share purchase agreements. In accordance with ASC 718, Compensation-Stock Compensation, warrants issued as compensation are valued on the grant date using the Black-Scholes option pricing model and are expensed over the vesting period or the term during which services are provided. Warrants issued as inducement for notes payable are accounted for under ASC 470-20, Debt with Conversion and Other Options and are valued using the Black-Scholes model, with the resulting deferred cost amortized over the life of the related note. For detachable warrants issued under a stock purchase agreement, the proceeds are allocated between common stock and warrants based on their fair values, with the warrant value nets against the stock value within additional paid-in capital.

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~~2025, ~~and~~the ~~through~~lender ~~the~~with ~~date~~lien filed on property filed a notice of ~~filing~~default and foreclosure on Orofino, ~~there~~Idaho ~~have~~facility ~~been~~due noto ~~intervening~~default ~~lawsuits,~~in ~~claims~~payment orof ~~judgments~~Note ~~filed~~payable. (See Subsequent Events Note 17)

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 810.

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.

~~F-13~~As ~~Table~~of June 30, 2025, and June 30, 2024, there were outstanding warrants that could convert into 3,307,500 and 8,999,089 common shares, respectively and convertible notes that could be converted into 193,281 and 11,115,265 shares of ~~Contents~~common stock on June 30, 2025, and June 30, 2024, respectively. At the end of both periods, the potentially dilutive shares were excluded here because the effect would have been anti-dilutive.

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Table of Contents

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 values determined as $34,597, and $0 on June 30, 2025, and 2024, principally due to its stock price and volatility.

Income taxes

~~Federal~~The ~~Income~~Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are ~~not~~recognized ~~currently~~for ~~due~~the ~~since~~estimated wetax ~~have~~consequences ~~had~~attributable ~~losses~~to ~~since~~differences ~~inception~~between the financial statement carrying values 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 ~~provided~~in ~~based~~the 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 position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the ~~liability~~technical ~~method~~merits of ~~accounting~~the ~~pursuant~~position. toIncome ~~ASC~~tax ~~740~~positions must meet a more-10likely-25than-not-recognition ~~Income~~threshold ~~Taxes~~to –be ~~Recognition~~recognized. ~~Under~~ASC ~~this~~740 ~~approach~~also provides guidance on measurement, ~~deferred~~derecognition, ~~income~~classification, ~~taxes~~interest ~~are~~and ~~recorded~~penalties, toaccounting ~~reflect~~in interim periods, disclosure and transition. We have determined that the Company does not have uncertain tax ~~consequences~~positions inon ~~future~~its tax returns for the years 2016, and prior. Based on our evaluation of ~~differences~~the ~~between~~transactions and events, the Company does not believe it has any material uncertain tax ~~basis~~positions that require measurement. The IRS requires all domestic corporations in existence for any part of ~~assets~~the tax year to file an income tax return whether or not they have taxable income. The Company incurred a loss for the fiscal years ended June 30, 2025 and ~~liabilities~~2024, and ~~their~~has ~~financial~~not ~~reporting~~filed ~~amounts~~tax atreturns ~~each~~for either year~~-end~~ or since its 2016 filings. AThe ~~valuation~~Company ~~allowance~~has isnot ~~recorded~~received ~~against~~any ~~deferred~~notifications ~~tax~~from ~~assets~~the ifIRS. ~~management~~Reported ~~does~~tax ~~not~~benefits ~~believe~~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~~June 30, 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 ~~June~~subject ~~30,~~to ~~2024,~~taxation wein ~~had a net operating loss carry-forward of approximately $(7,008,181) and a deferred tax asset of $1,471,718 using~~ the ~~statutory rate of 21%~~U. ~~The deferred tax asset may be recognized in future periods, not to exceed 20 years~~S. ~~However~~, ~~due to~~ the ~~uncertainty~~state of ~~future~~Florida ~~events~~and ~~we have booked a valuation allowance of $(1,471,718)~~Idaho. ~~FASB~~The ~~ASC~~Company’s ~~740 prescribes recognition threshold and measurement attributes for 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. On June 30, 2024,~~ the ~~Company~~filing ~~had not taken any tax positions that would require disclosure under FASB ASC 740~~date.

	June 30, 2024			June 30, 2023
Deferred Tax Asset	$	1,471,718		$	1,260,111
Valuation Allowance		(1,471,718	)		(1,260,111	)
Deferred Tax Asset (Net)	$	0		$	0

F-18

Table of Contents

~~Due~~Allowance ~~to the changes the Tax Reform Act of 1986 and the Tax Cut and Jobs Act of 2017, net operating loss carryforwards~~ for ~~Federal~~Credit 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 years ended June 30, 2024, and 2023 and has not filed tax returns for either year. The Company has not received any notifications from the IRS. Reported tax benefits and valuation allowances are the Company’s best estimate of its tax positions and have not been reviewed by the taxing authority. Losses

~~Net~~The ~~income~~Company estimates its allowance for credit losses using the Current Expected Credit Loss (~~loss~~CECL) ~~per~~model ~~common~~under ~~share~~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.

~~Net~~Financial ~~income~~assets ~~(loss)~~subject ~~per common share is computed pursuant~~ to ~~section~~CECL ~~260-10-45~~include oftrade ~~the~~receivables ~~FASB~~and ~~Accounting~~note ~~Standards Codification~~receivables. ~~Basic~~The ~~net~~Company ~~income~~groups ~~(loss)~~financial ~~per~~asset ~~common~~based ~~share~~on isshared ~~computed~~risk bycharacteristics ~~dividing~~and ~~net~~evaluates ~~income~~them ~~(loss) by the weighted average number of shares of common stock outstanding during the period~~collectively. ~~Diluted~~The ~~net~~allowance ~~income (loss) per common share~~ is ~~computed~~measured byusing ~~dividing~~a ~~net~~combination ~~income (loss) by the weighted average number~~ of ~~shares~~historical ofloss ~~common~~rates, ~~stock~~adjusted ~~and~~for ~~potentially~~current ~~outstanding~~economic ~~shares~~trends ~~of common stock during the period. The weighted average number of common shares outstanding~~ and ~~potentially~~forward-looking ~~outstanding~~factors ~~common~~such ~~shares assumes that the Company incorporated~~ as ofindustry ~~the~~outlook ~~beginning~~and ofmacroeconomic ~~the~~indicators ~~first~~(e.g., ~~period~~unemployment ~~presented~~rate, GDP).

~~There~~Under ~~were~~CECL, ~~outstanding~~the ~~warrants~~carrying ~~that~~amount ~~could~~of ~~convert~~a ~~into~~financial ~~8,999,089~~asset ~~shares~~(net of ~~common~~the ~~stock~~allowance asfor ofcredit ~~June~~losses) ~~30,~~represents ~~2024~~the amount the Company expects to collect. AtThis means that when the ~~end~~CECL ofestimate ~~both~~is ~~periods~~appropriately recorded, the ~~potentially~~net ~~dilutive~~reported ~~shares~~balance ~~were~~of ~~excluded~~financial ~~because~~assets ~~the~~reflects ~~effect~~management’s ~~would~~best ~~have~~estimate ~~been~~of ~~anti-dilutive~~collectible cash flows, based on available and supportable information.

~~F-14~~Management ~~Table~~reviews the adequacy of ~~Contents~~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.

Cash flows reporting

The Company ~~adopted~~prepares ~~paragraph~~its ~~230-10-45-24~~statements of ~~the~~cashflows ~~FASB~~in ~~Accounting~~accordance ~~Standards~~with ~~Codification for cash flows reporting~~ASC-230, ~~classifies~~Statements ~~cash receipts and payments according to whether they stem from operating, investing, 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 to report net~~ Non-cash ~~flow~~investing ~~from~~and ~~operating~~financing activities byare ~~adjusting~~disclosed ~~net~~separately ~~income~~in ~~to reconcile it to net cash flow from operating activities by removing~~ the ~~effects~~supplemental ofsection ~~(a) all deferrals~~ of ~~past~~the ~~operating~~ cash ~~receipts~~flow ~~and~~statement. ~~payments~~Cash ~~and all accruals of expected future operating cash~~ receipts ~~and~~from ~~payments~~cryptocurrency ~~and~~mining ~~(b)~~rewards ~~all items that~~ are ~~included~~classified inas ~~net income that do not affect~~ operating cash ~~receipts and payments~~inflows. ~~The~~Cash ~~Company~~purchases ~~reports the reporting currency equivalent~~ of ~~foreign~~property ~~currency cash flows, using the current exchange rate at the time of the cash flows~~ and ~~the~~equipment ~~effect~~are ofclassified ~~exchange~~as ~~rate~~investing ~~changes~~activities, onwhile ~~cash~~proceeds ~~held~~from indebt ~~foreign~~or ~~currencies~~equity isfinancing ~~reported~~are asincluded ~~a separate item~~ in ~~the~~financing ~~reconciliation~~activities. ofSome ~~beginning~~transactions ~~and~~were ~~ending~~part ~~balances of~~ cash and part no-cash ~~equivalents~~ and ~~separately~~disclosed ~~provides information about investing and financing 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.

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Table of Contents

Advertising Costs

~~The~~Advertising ~~Company~~costs ~~expenses~~are ~~the~~expensed ~~cost~~as ofincurred ~~advertising~~in ~~and~~accordance ~~promotional~~with ~~materials~~ASC ~~when~~720-35, ~~incurred~~Advertising Costs. ~~Total~~These costs are included in selling, general and administrative expenses on the consolidated statements of operations. Advertising ~~costs~~expenses were ~~zero~~$2,500 for ~~all~~fiscal ~~periods~~year ended June 30, 2025, and $0 for the fiscal year ended June 30, 2024.

Equity/Shares Capital

The Company accounts for equity transactions in accordance with ASC 505, Equity. Common stock is recorded as additional paid-in-capital. Equity issuance costs are charged directly to additional paid-in-capital. Shares issued for services received or non-cash consideration are measured at the fair market value of the equity instruments issued on the grant date or the fair value of the service received, whichever is more reliably measurable. The Company is authorized to issue 350,000,000 shares of common stock at $0.0001 per share. As of June 30, 2025, and June 30, 2024, 25,067,479 and 18,223,953 shares of common stock are issued and outstanding, respectively.

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 will evaluate 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.

Recent Accounting 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-20

Table of Contents

NOTE 3. GOING CONCERN

As reflected in the accompanying financial statements, the Company ~~had~~has anincurred ~~accumulated~~significant ~~deficit~~operating oflosses $7since its inception. For the year ended June 30,~~008~~ 2025,~~181~~ and afiscal ~~working~~year ~~capital~~ended ~~deficit~~June 30, 2024, the Company incurred losses of $2,535,552 and $1,~~107~~023,~~195~~271, onrespectively. On June 30, 2025, and June 30, 2024., ~~Net~~the ~~losses~~Company ~~for~~has ~~fiscal~~an ~~years~~accumulated ~~ended~~deficit ~~June~~of 30$9,559,350 ~~2024~~ and ~~2023~~$7,023,798, ~~were~~negative working capital of $1,~~007~~236,~~654~~974 and $1,~~839~~107,~~770~~612, and cash balances were $49,733 and $36, respectively.

While the Company is attempting to ~~commence~~expand operations and generate increased revenues, the Company’s cash position may not 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 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, ~~raise additional capital~~ and generate revenues.

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. ~~PRE-PAID~~PREPAID CONSULTING

The Company issued ~~shares~~restricted common stock to its directors and advisors ~~for~~as ~~services~~compensation tofor ~~be performed at a~~ future ~~date~~services. ~~The~~Such ~~common~~ shares are ~~recorded~~considered as issued and outstanding at the ~~time~~grant ~~they are granted~~date, and the related share-based compensation expense is ~~incurred~~recognized over the service period as the services ~~performed~~are rendered. ~~Compensation~~The ~~expense~~portion of compensation not yet incurred is ~~accounted~~recorded ~~for~~ as prepaid consulting expense. On June 12, 2022, the Company issued 1,000,000 restricted ~~shares of~~ common ~~stock~~shares to certain advisors and directors for ~~services to be provided at a~~ future ~~date~~services. The shares were valued at $0.46 per ~~shares~~share, tofor bean ~~vested~~aggregate ~~over~~fair avalue ~~period~~ of ~~three years~~$456, ~~for their services~~639, ~~resulting~~to invest aover ~~value~~three ~~of $456,639~~years. On January 1, 2023, the Company issued 100,000 restricted common shares ofto ~~the~~John ~~Company’s~~Bennett, ~~common~~our ~~stock~~then ~~to its~~ Chief Financial Officer, for ~~services to be provided at a~~ future ~~date~~services. ~~The~~These shares were valued at $0.14 per share, tofor ~~be vested over~~ a ~~period~~total offair ~~18 months, resulting in a~~ value of $14,000, to vest over 18 months. During the fiscal year ended June 30, 2024, the Company ~~expensed~~recognized $~~161~~140,~~546~~857 ofin ~~this~~share-based ~~amount,~~compensation ~~which~~expense ~~resulted~~related to these issuances, resulting in a prepaid consulting balance of $152,213 as of that date.

FDuring the fiscal year ended June 30, 2025, the Company issued an additional 390,667 restricted shares with a total fair value of $81,376 and recognized $177,998 in share-15based ~~Table~~compensation expense. Two advisors were terminated during the year, and the unvested shares granted to them, valued at $28,925, were forfeited. As a result, the prepaid consulting balance as of ~~Contents~~June 30, 2025, was $26,666

NOTE 5. ~~CRYPTOCURRENCIES~~OTHER ASSETS

	June 30, 2024		June 30, 2023
Beginning balance	$	-	$	9,211
Increase
Value of bitcoin mined on the reward date		15,824		54,607
Realized gain (loss) on sale/exchange of bitcoin		-		1,030
		15,824		64,848
Decrease
Bitcoin used for operational expenses (Cost basis)		15,824		64,848
		15,824		64,848
Ending balance	$	-	$	-

During the period, the Company made a refundable security deposit of $77,069 to establish an account to obtain electricity services for the Orofino, Idaho facility. One June 30, 2025, and June 30, 2024, the refundable deposit balance was $77,069 and $0, respectively.

NOTE 6. PROPERTY PLANT & EQUIPMENT – MINING MACHINES

On August 24, 2022, the Company entered into a contract to purchase 20 Bitmain XJ S19 Pro 110 th and installation at Simple Mining in Iowa. During the 2024 fiscal year, the Company wrote off $0 of mining equipment determined to be impaired.

Depreciation expenses amounted to $14,948 and $494,685 for the years ended June 30, 2024, and 2023, respectively. On June 30, 2024, and 2023 the balances were as follows:

	Estimated Life in years		June 30, 2024		June 30, 2023
Mining equipment		1	$	533,500	$	533,500
				533,500		518,522
Less: Accumulated Depreciation
			$	-	$	14,948
Fixed assets, net

F-16 Table of Contents

NOTE 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

During the year the Company accrued amounts owed to vendors and certain other accrued expenses, which were comprised of the following:

	June 30, 2024		June 30, 2023
Vendor Payables
Marketing and promotional costs	$	4,163	$	4,163
SEC regulatory cost		5,000		904
Professional fees		3,103		26,388
Crypto operation costs		8,969		-
Vendor Payables (related parties)
Reimbursable costs		15,214		22,758
Compensation		18,000		6,000
Vendor Accruals
Environmental cost		3,500		3,500
Accounts Payable & Accrued Liabilities	$	57,950	$	63,713

The Company’s trade payables are generally short term, due on demand or with an obligation to pay within less than 365 days. Approximately 80% of trade payables is outstanding for more than 90 days.

NOTE 8. RELATED PARTY TRANSACTIONS

Office space

Our executive, administrative and operating offices were previously provided at no cost on a month-to-month basis to the Company by our President, Frank Horkey, and are located at 151 N Nob Hill Road, Suite 402, Plantation FL 33324. The Company leases office space from its President at a cost of $250 per month. The term of the lease is for 365 days and ends on June 30, 2024. On June 30, 2024, $3,000 of rent expense was accrued and is included in Accounts Payable and Accrued Expenses.

Due to Related Parties

On August 6, 2021, the Company issued 450,000 restricted shares of its common stock in exchange for the conversion of $45,000 of unpaid advisory compensation due to related parties. In addition, as satisfaction of an external Settlement Agreement between Peter Simone/Corporate Capital Group, LTD and the related parties, the Company issued 1,050,000 Restricted Founder’s shares.

F-17 Table of Contents

As of June 30, 2024, and June 30, 2023, the Company owed $480,000 and $300,000,000 respectively, due to related parties for Management advisory fees.

As of June 30, 2024, and June 30, 2023, the Company owed Management Compensation payable of $88,430 and $147,800 respectively.

As of June 30,2024, and June 30, 2023, the Company owed Board of Director fees of $ 96,000 and $48,000, respectively.

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

On July 1, 2023, the Company issued Frank Horkey a $75,000 Senior Secured Convertible Promissory Note bearing an interest rate of 10% per annum which was convertible at $0.50 per share to partially settle amounts owed as compensation for management services. As further inducement to settle these amounts owed as compensation, the Company agreed with Mr. Horkey to issue 75,000 shares of the Company’s restricted common stock and a warrant to purchase 150,000 shares of the Company’s restricted common stock at $0.75 per share any time prior to July 1, 2026. On January 1, 2024, this note of $75,000 along with accrued interest of $3,750 was cancelled and a new Senior Secured Convertible Promissory Note of $78,750 was issued bearing an interest rate of 10% per annum which was convertible at $0.50 per share. As further inducement to settle these amounts owed as compensation, the Company agreed with Mr. Horkey to issue 78,750 shares of the Company’s common stock and 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 balance owed on June 30, 2024, is $82,688. The shares from this transaction have not been issued as of the date of this report.

On July 1, 2023, the Company issued Lazarus Asset Management LLC (“Lazarus”) a $75,000 Senior Secured Convertible Promissory Note bearing an interest rate of 10% per annum which was convertible at $0.50 per share to partially settle amounts owed as compensation for management services. As further inducement to settle these amounts owed as compensation, the Company agreed with Lazarus to issue 75,000 shares of the Company’s restricted common stock and a warrant to purchase 150,000 shares of the Company’s restricted common stock at $0.75 per share any time prior to July 1, 2026. On January 1, 2024, this note of $75,000 along with accrued interest of $3,750 was cancelled and a new Senior Secured Convertible Promissory Note of $78,750 was issued bearing an interest rate of 10% per annum which was convertible at $0.50 per share. As further inducement to settle these amounts owed as compensation, the Company agreed with Lazarus to issue 78,750 shares of the Company’s common stock and 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 balance owed on June 30, 2024, is $82,688. 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. C/o Timothy B Ruggiero 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 shares of the Company’s restricted common stock. This Note was issued in exchange for advances made by Sparta Road Ltd. to cover certain expenses of the Company. The balance owed on June 30, 2024, is $50,349. The shares from this transaction have not been issued as of the date of this report.

On April 1, 2024, the Company issued Frank Horkey a $75,000 Senior Secured Convertible Promissory Note bearing an interest rate of 10% per annum which was convertible at $0.50 per share to partially settle amounts owed as compensation for management services. As further inducement to settle these amounts owed as compensation, the Company agreed with Horkey to issue 75,000 restricted shares of the Company’s restricted common stock and a warrant to purchase 150,000 shares of the Company’s restricted common stock at $0.75 per share any time prior to April 1, 2027.

On April 1, 2024, the Company issued Lazarus a $75,000 Senior Secured Convertible Promissory Note bearing an interest rate of 10% per annum which was convertible at $0.50 per share to partially settle amounts owed as compensation for management services. As further inducement to settle these amounts owed as compensation, the Company agreed with Lazarus to issue 75,000 shares of the Company’s restricted common stock and a warrant to purchase 150,000 shares of the Company’s restricted common stock at $0.75 per share any time prior to April 1, 2027.

F-18 Table of Contents

In addition, certain shareholders have advanced a total of $13,602 to the Company to cover operating expenses. These amounts are noninterest bearing, unsecured and have no repayment terms.

NOTE 9. 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 its business. Management is not aware of any pending, threatened or asserted claims. Through June 30, 2024, and through the date of filing, there have been no intervening lawsuits, claims or judgments filed.

See other commitments and contingencies under “NOTE 8. RELATED PARTY TRANSACTIONS”, “NOTE 10. NOTES PAYABLE” and “NOTE 13. SUBSEQUENT EVENTS”.

NOTE 10. NOTES PAYABLE

On March 24, 2023, the Company issued to a private investor a $50,000 Convertible Promissory Note bearing an interest rate of 5% per annum which was convertible at $0.50 per share on June 30, 2023, at the discretion of the Company. As further inducement to purchase this Note, the investor received a warrant to purchase 100,000 shares of the Company’s restricted common stock exercisable at $0.75 per share any time prior to March 24, 2026. The Company agreed with the note holder to convert the note into 100,000 shares of restricted common stock. However, the note payable was not converted into shares as of the date of this report. Nevertheless, the Company agreed with note holder that the debt would cease incurring interest after June 30, 2023. The principal balance owed at June 30, 2024 was $50,000. The note’s accrued interest on June 30, 2024, and 2023 was $35 and $35 respectively.

On May 15, 2023, the Company issued to a private investor a $19,375 Convertible Promissory Note bearing an interest rate of 5% per annum which was convertible at $0.50 per share on June 30, 2023, at the discretion of the Company. As further inducement to purchase this Note, the investor received a warrant to purchase 38,750 shares of the Company’s restricted common stock exercisable at $0.75 per share any time prior to May 15, 2026. The Company agreed with the note holder to convert the note into 100,000 shares of restricted common stock. However, the note payable was not converted into shares as of the date of this report. The principal balance owed at June 30, 2024 and 2023 was $19,375. The note’s accrue interest on June 30, 2024, and 2023 was $1,093 and $155 respectively

On September 25, 2023, the Company issued to a private investor a 180-day Senior Secured Convertible Promissory Note bearing an interest rate of 10% for $20,000, 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 shares of the Company’s restricted common stock and a warrant to purchase 40,000 shares of the Company’s restricted common stock exercisable at $0.75 per share any time prior to September 25, 2026. This note was converted on March 31, 2024. The note holder exercised the conversion option on March 31, 2024, yet the shares from this transaction have not been issued as of the date of this report. The principal balance owed at June 30, 2024, and 2023 was $20,000 and $0 respectively. The note’s accrued interest on June 30, 2024, and 2023 was $1,529 and $0 respectively

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 $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 shares of the Company’s restricted common stock and a warrant to purchase 50,000 shares of the Company’s restricted common stock exercisable at $0.75 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. The Company agreed with the note holder that the debt would cease incurring interest after its maturity date. The principal balance owed at June 30, 2024, and 2023 was $25,000 and $0 respectively. The note’s accrue interest on June 30, 2024, and 2023 was $1,875 and $0 respectively

F-19 Table of Contents

On March 12, 2024, the Company issued to a private investor a 180-day Secured Convertible Promissory Note bearing an interest rate of 10% 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 shares of the Company’s restricted common stock. The shares from this transaction have not been issued as of the date of this report. The principal balance owed at June 30, 2024. and 2023 was $10,000 and $0 respectively. The note’s accrue interest on June 30, 2024, and 2023 was $304 and $0 respectively

On May 23, 2024, the Company issued to a private investor a 90-day Secured Convertible Promissory Note bearing an interest rate of 10% 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 30,000 shares of the Company’s restricted common stock. The shares from this transaction have not been issued as of the date of this report. The Company agreed with note holder that the debt would cease incurring interest after its maturity date. The Company agreed with the note holder that the debt would cease incurring interest after its maturity date. The principal balance owed at June 30, 2024, and 2023 was $10,000 and $0 respectively. The note’s accrued interest on June 30, 2024, and 2023 was $125 and $0, respectively.

See due to Related Parties section in Note 8 for additional information on senior secured convertible promissory notes issued on July 1, 2023, and April 1, 2024, to Horkey and Lazarus Asset Management, LLC. and on February 9, 2024, to Sparta Road Ltd.

NOTE 11. COMMON STOCK

Frank. Horkey received 350,000 restricted common stock shares for acting in the capacity of President and Director since his previous contract expired December 31, 2019 and, on July 1, 2022, received 250,000 of the Company’s common stock or his three year board position 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.

On July 1, 2022, Michael Christiansen received 250,000 restricted common stock shares for his three-year board position 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.

On July 1, 2022 Squadron Marketing LLC received 250,000 restricted common stock shares for acting 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.

On July 1, 2022 Lazarus Asset Management LLC - received 250,000 restricted common stock shares for acting 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.

F-20 Table of Contents

John Bennet received 50,000 restricted common stock shares for extending his consulting contract through fiscal year end 2023. On February 10, 2023, as 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.

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.

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.

NOTE 12. 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, 2021with 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 shares) and warrants to purchase shares of our common stock (which we refer to as the “PIPE Warrants”), exercisable at any time before the close of business on May 5, 2023. The PIPE Warrants are comprised of 747,837 warrants with an exercise price of $1.50 per share.

On July 28, 2022, August 1, 2022, and November 28, 2022, an investor purchased 400,001 Units consisting of one shares of the Company’s restricted common stock and one Class C warrant to purchase one shares of the Company’s restricted common stock at an exercise price of $1.50 per share for a period of three years.

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 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 warrants were issued as full consideration for their surrendering of 1.9 million shares of the Company’s Founders Common Stock.

See due to related parties and notes payable section in Note 8 for additional information on convertible promissory notes issued with warrants on March 24, 2023, May 15, 2023, July 1, 2023, September 2023, October 2, 2023, and April 1, 2024.

F-21

Table of Contents

~~Warrants~~ NOTE ~~Issued~~6. ~~for~~BITCOIN ~~Management and Consulting Services~~HELD

On July 1, 2021, 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.

	June 30, 2025		June 30, 2024
Beginning balance	$	-	$	-
Increase
Value of bitcoin mined on the reward date		15,701		15,824
Unrealized gain (loss) on sale/exchange of Bitcoin		1,801		-
		17,502		15,824
Decrease
Bitcoin used for operational expenses (Cost basis)		-		15,824
		-		15,824

Ending balance	$	17,502	$	-

On NOTE ~~May 26, 2022, the Company issued to Frank Horkey Class a 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~~7.50 asPROPERTY ~~part~~PLANT of& ~~his executive compensation during the 2022 fiscal year. These warrants vested on July 1, 2022.~~ EQUIPMENT

On ~~May~~August 2624, 2022, ~~Squadron~~the ~~Marketing~~Company ~~LLC~~entered ~~and~~a ~~Lazarus~~contract ~~Asset~~to ~~Management~~purchase ~~LLC~~20 ~~were~~Bitmain ~~each~~XJ ~~issued~~S19 ~~Class~~Pro C110 ~~warrant~~TH toand ~~purchase~~their ~~500,000~~installation ~~shares~~at ofSimple Mining in Iowa. During the 2024 fiscal year, the Company’s ~~common~~fully ~~stock~~depreciated ~~for~~all amining ~~period~~equipment. ofLand, ~~three~~buildings, ~~years~~machinery, atand anmining ~~exercise~~equipment, ~~price~~and offurniture $1are valued at cost.50 ~~related~~Maintenance toand ~~consulting~~repair ~~services~~costs ~~during~~are ~~fiscal~~charged ~~2022~~to expenses as incurred.~~This~~ ~~warrant~~Gains ~~vested~~or losses on ~~July~~disposition 1of equipment are reflected in operations. Depreciation is computed using revised, ~~2022~~more conservative estimated useful lives for financial reporting purposes, based on relevant industry or operational conditions. The estimated life for financial reporting purposes was reduced during this fiscal year due to changes in the cryptocurrency industry.

OnIn ~~June~~March 122025, ~~2022,~~Megalodon ~~Frank~~purchased ~~Horkey~~a co-location facility and ~~Michael~~some ~~Christiansen~~legacy ~~were~~crypto ~~each~~miners, ~~issued~~pursuant ~~250~~to an Asset Purchase Agreement, from an unaffiliated third party for $500,000; ~~class~~the Cdown ~~warrants~~payment toof ~~purchase~~approximately ~~250~~$33,000 ~~shares~~was paid in 2024. Megalodon assumed and paid certain operational costs of the ~~Company’s~~facility ~~common~~from ~~stock~~October ~~for~~2024 ato ~~period~~the closing date, as part of ~~three~~the ~~years~~consideration atdue anto ~~exercise~~the ~~price~~seller ofunder $1the Asset Purchase Agreement.~~50.~~ ~~Exercise~~Megalodon incurred approximately $93,000 of ~~these~~electricity, ~~warrants~~contract ~~commenced~~labor ~~upon~~and ~~the~~other ~~effective~~costs ~~date~~from ofOctober to the ~~Company’s~~closing ~~registration~~date. ~~statement~~These ~~for~~costs ~~serving~~were oncapitalized and allocated to the ~~Company’s~~Land, ~~Board~~Building ofand ~~Directors~~Machinery & Equipment.

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 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 Advisory Board.

On July 1, 2023, Squadron Marketing LLC, Lazarus Asset Management LLC, and Horkey were each issued a class C warrant to purchase 250,000 shares of the Company’s restricted common stock at an exercise price of $1.50 any time prior to June 30, 2026, for consulting services.

Certain of the shares and warrants noted above were issued to Board Members, Advisory Board Members and Consultants for services to be rendered for periods subsequent to June 30, 2024. 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
		Warrants -		Weighted		exercisable -		Weighted
		Common		Average		Common		Average
		Share		Exercise		Share		Exercise
		Equivalents		price		Equivalents		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

These warrants were valued using a Black Scholes calculation using a stock price of $0.13, an exercise price of $1.50 a volatility of 179% and a risk-free interest rate of 4.6%.

F-22

Table of Contents

~~Private~~On ~~Placement~~June ~~Transactions~~30, 2025, and 2024, the balances were as follows:

The Securities Purchase Agreements

	Estimated Life in years		June 30, 2025		June 30, 2024
Land- Orofino		N/A	$	139,363	$	-
Building- Orofino		30		285,727		-
Building Improvements- Orofino		7		26,837		-
Machinery & Equipment - Electrical Equipment		7		142,863		-
Machinery & Equipment - Tools		5		2,555		-
Machinery & Equipment - Miners		1		556,200		533,500
Computer Equipment		3		1,478		-
Fixed Asset, Gross				1,155,023		533,500

Less: Accumulated Depreciation				566,662		533,500

Fixed Asset, Net				588,361		-

OnDepreciation ~~July~~expenses ~~22,~~amounted ~~2022, we entered into a Securities Purchase Agreement with one private investor who is not a Selling Stockholder (defined above)~~ to ~~whom we sold~~ $~~100~~33,~~000~~162 ~~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~~14,948 ~~2025. On August 8, 2022, the same private investor has committed to purchasing another $100,000 in aggregate principal amount~~ for ~~an additional 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~~fiscal ofyear ~~business~~ended onJune ~~December 31~~30, 2025~~. On January 30~~, ~~2023,~~and ~~the same investor purchased 133~~2024,~~334~~ ~~shares of restricted common stock, indicating all terms of these issuances as well~~respectively. We closed the transactions contemplated by the Securities Purchase Agreement. We 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)

NoSee ~~shares~~NOTE ~~were~~12.” ~~issued~~COMMITMENTS inAND ~~the~~CONTINGENCIES” ~~year~~regarding ~~ended~~Liens ~~June~~related ~~30,~~to ~~2024~~the Orofino property.

~~The~~NOTE ~~Registration~~8. ~~Rights~~INTANGIBLE ~~Agreements~~ASSETS

On ~~November~~March 1031, ~~2021~~2025, ~~in connection with~~ the ~~closing~~Company ofacquired the ~~transactions~~intangible ~~contemplated~~assets byof ~~the Securities Purchase Agreement~~Baoblock, ~~we entered into Registration Rights Agreements with the selling stockholders who are parties to the Securities Purchase Agreement~~Inc., ~~With~~a ~~respect~~related ~~to the selling stockholders who are~~ party ~~to the Securities Purchase Agreement~~, wefor ~~are~~total ~~obligated~~consideration ~~to file a registration statement registering the resale~~ of ~~(i)~~approximately ~~their Warrant Shares~~$210,000, ~~(ii)~~consisting ~~any Shares issuable under the terms~~ of ~~the~~600,000 ~~Securities~~restricted ~~Purchase~~common ~~Agreement,~~shares and ~~(iii)~~$10,000 ~~any~~in ~~securities~~cash. ~~issued~~The oracquired ~~then~~asset ~~issuable~~represents ~~upon~~proprietary ~~any~~software ~~stock~~intended ~~split,~~to ~~dividend~~support orthe ~~other~~Company’s ~~distribution,~~crypto-mining ~~recapitalization,~~and oroperational ~~similar event with respect to the foregoing~~infrastructure.

~~Pursuant~~The tosoftware ~~the~~was ~~Registration~~placed ~~Rights~~in ~~Agreements,~~service weduring ~~agreed to file~~ the ~~registration~~fourth ~~statement(s)~~quarter ~~no later than the earlier~~ of ~~(a) 180-days after an initial public offering by~~ the ~~Company~~fiscal oryear ~~(b)~~2025 ~~twelve~~and ~~(12)~~amortized ~~months~~on ~~after effective date of the Registration Rights Agreement. Furthermore, we agreed to grant the parties to the Securities Purchase Agreement~~ a ~~“piggy~~straight-~~back”~~line ~~registration~~basis ~~right~~over ~~upon~~its atestimated ~~least~~useful ~~10-day~~life ~~notice prior to the Company’s filing~~ of athree ~~registration statement~~ (~~or confidential submission in draft form~~3) ~~with the SEC~~years. AsDuring ~~contemplated by~~ the ~~terms~~fiscal ofyear ~~the~~ended ~~Registration~~June ~~Rights~~30, ~~Agreements~~2025, the Company ~~filed~~recorded aamortization ~~registration~~expense ~~statement~~of ~~on Form S-1~~$17, ~~as amended, that became effective on September 8, 2022~~500.

Given the subsequent availability and condition of the software due to the disruption in the mining facility’s operations, the Company performed an impairment evaluation as of June 30, 2025, and determined that the carrying amount of the software should be fully written down. Accordingly, as impairment loss of $192,500 was recognized during the fiscal year ended June 30, 2025. This amount is presented as a loss in the Other Income/Expenses section of the income statement.

As of June 30, 2025, the carrying amount and accumulated amortization were as follows:

Description	Amount ($)
Cost		210,000
Accumulated Amortization		(17,500	)
Carrying Value before Impairment		192,500
Impairment Loss		(192,500	)
Net Book Value at June 30, 2025		-

Subsequent to the fiscal year end June 30, 2025, the Company has an operational disagreement with contractors of the mining facility, certain miners and equipment were removed and there was damage to some infrastructure. Management is in the process of gathering facts on this issue and has filed an insurance claim.

F-23

Table of Contents

NOTE 139. ~~SUBSEQUENT~~ACCOUNTS ~~EVENTS~~PAYABLE AND ACCRUED EXPENSES

~~The~~During ~~Company has evaluated all events that occurred after~~ the ~~balance~~year, ~~sheet date through~~ the ~~date~~Company ~~when~~accrued ~~the~~amounts ~~financial~~owed ~~statements were issued~~ to ~~determine~~vendors ifand ~~they~~certain ~~must~~other beaccrued ~~reported.~~expenses, ~~The~~which ~~Management~~were comprised of the ~~Company determined that the~~ following ~~subsequent events needed to be disclosed.~~:

On July 1, 2023, the Company issued Lazarus Asset Management, LLC a $75,000 Senior Secured Convertible Promissory Note bearing an interest rate of 10% per annum which was convertible at $0.50 per share to settle amounts owed as compensation. The Company agreed with Lazarus to issue 75,000 shares of the Company’s restricted common stock and a warrant to purchase 159,000 shares of the Company’s restricted common stock at $0.75 per share at any time prior to July 1, 2026. On January 1, 2024, the Company and Lazarus Asset Management LLC agreed to extend the principal and interest due totaling $76,875 into a new 180-Day Senior Secured Convertible Promissory Note bearing an interest rate of 10% per annum which was convertible at $0.50 per share to settle amounts owed as compensation. The Company agreed with Lazarus to issue 78,750 shares of the Company’s restricted common stock and a warrant to purchase 157,500 shares of the Company’s restricted common stock at $0.75 per share at any time prior to January 1, 2027. The balance owed on June 30, 2024, is $82,688, and Lazarus has assigned $41,623 of this note to two other stockholders, with the following terms:

	June 30, 2025		June 30, 2024
Vendor Payables
Marketing and promotional costs	$	4,562	$	4,163
SEC regulatory cost		2,263		5,000
Professional fees		17,508		3,103
Crypto operation costs		18,303		8,969
Other		2,482		-

Vendor Payables (related parties)
Expense reimbursement		4,978		15,214
Compensation		6,000		18,000

Vendor Accruals
Environmental cost		-		3,500
Accounts Payable & Accrued Liabilities	$	56,095	$	57,950

	i.	On July 1, 2024, the Company issued a shareholder a $36,623 Senior Secured Convertible Promissory Note Bearing an interest rate of 10% per annum and a maturity date of December 31, 2024, 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 the investor to issue36,524 shares of the Company’s restricted common stock and a warrant to purchase 73,246 shares of the Company’s restricted common stock with an exercise price of $0.75 prior to June 30, 2027.
	ii
		ii. On July 1, 2024, the Company issued a shareholder a $5,000 Senior Secured Convertible Promissory Note Bearing an interest rate of 10% per annum and a maturity date of December 31, 2024, 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 the investor to issue 10,000 shares of the Company’s restricted common stock and a warrant to purchase 10,000 shares of the Company’s restricted common stock with an exercise price of $0.75 prior to June 30, 2027.

The Company’s trade payables are generally short term, due on demand or with an obligation to pay within less than 365 days. Approximately 25% of trade payables are outstanding for more than 90 days. Though balances are excessively aged, the Company is not aware of any litigation or dispute requesting immediate payment.

OnNOTE October 20, 2024, the Company entered into an agreement with Clearwater Power Company (“Clearwater”) for the provision of electric power and facilities to support its cryptocurrency mining operations10. RELATED AsPARTY ~~part~~TRANSACTIONS ~~of this contract, the Company deposited approximately $77,000 with Clearwater, held as a non-interest-bearing security deposit. Operations have not yet commenced as of the date of this report.~~

OnOffice July 1, 2024, the Company entered into a Non-Binding Letter of Intent to acquire an established co-location facility in Orofino, Idaho for the purposes of consolidating its present mining operations and to expand into the co-location hosting market. There are no assurances that the Company will complete this purchase agreement or that we will be successful in consolidated operations. In anticipation of completing the acquisition of the Orofino, ID facility, the Company has applied for lease financing on September 10, 2024, for the purpose of securing 275 latest generation ASIC 270 terrahache miners over the next sixty days. space

Our executive, administrative and operating offices were previously provided at no cost on a month-to-month basis to the Company by our President, Frank Horkey, and are located at 151 N Nob Hill Road, Suite 402, Plantation FL 33324. The Company leases office space from its President at a cost of $250 per month. The lease term is 12 months and ends on June 30, 2025. On June 30, 2025, $3,000 of rent expense was accrued and is included in Accounts Payable and Accrued Expenses. Due to plans to increase operations, the lease is evaluated each year based on the current rental needs of the Company for the upcoming 365 days. Future operational plans may require other facilities.

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Due to Related Parties-accrued compensation

During the year ended June 30, 2025, the Company incurred management advisory fees of $60,000 payable to Squadron Marketing, an advisor to the Company. The amount owed to this advisor as of June 30,2024 was $480,000. During the year, The Company paid $43,000 in cash and settled $270,000 of the outstanding balance through the issuance of common stock. As of June 30,2025, and June 30, 2024, the Company owed this advisor $227,000 and $480,000 respectively, for management advisory fees.

During the year ended June 30, 2025, the Company incurred compensation expense of $517,006, primarily related to payments to key management personnel, including Frank Horkey (President and Chief Financial Officer) at $45,000 per quarter, Lazarus Asset Management LLC (Operations Manager) at $76,751 per quarter, and Antonio Oliveira (Chief Technology Officer) at $30,000 per quarter. Of the total compensation expense, $294,771 was paid in cash, and $120,000 was converted into a promissory note payable. As of June 30, 2025, and June 30, 2024, the Company owed compensation payable of $190,663 and $88,430, respectively.

During the year ended June 30, 2025, the Company incurred board of director fees totaling $66,000. Of this amount, $8,500 was paid in cash, and $63,000 of outstanding fees were settled through the issuance of common stock. The board of directors includes Frank Horkey and Michael Christiansen. The advisory board consists of Timothy B. Ruggiero, Peter S. Chung and Antonio Oliveira. As of June 30, 2025, and June 30, 2024, the Company owed board of director/advisory board member fees of $90,500 and $96,000, respectively.

Notes Payable – Related Parties

Related parties notes payable consist of convertible and non-convertible notes payable with a principal balance on June 30, 2025, and June 30, 2024, of $304,366 and $357,320, respectively and accrued interest on June 30, 2025, and June 30, 2024, of $9,361 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 key management / personnel (Timothy B. Ruggiero Ruggiero) with TREX.

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(a) Convertible Note Payable - Related Parties

On July 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 to enter the note, the Company issued Horkey 150,000 warrants to acquire shares of restricted common stock at a price of $0.75 per share, any time prior to July 1, 2026, the warrant expiration date and agreed to issue 75,000 shares. 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 157,500 warrants were issued to purchase shares of common stock shares at $0.75 per share, any time prior to June 30, 2027, the warrant expiration date and agreed to issue 78,750 shares. 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 165,375 warrants were issued to purchase shares of common stock at a price of $0.75 per share, any time prior to January 1, 2028, the warrant expiration date and agreed to issue 82,688 shares. 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 173,646 warrants were issued to purchase shares of common stock at a price of $0.75 per share, any time prior to June 30, 2028, the warrant expiration date and agreed to issue 86,823 shares. On March 31, 2025, the Company issued 157,688 restricted common stock shares which were obligated to issue as inducement in the note agreement. On June 30, 2025, the note, including accrued interest, was converted into Series A Preferred Stock. As the Series A designation was formally approved subsequent to year-end, the outstanding note balance and accrued interest were reclassified to stock subscription payable (liability) as of June 30, 2025. On June 30, 2025, the Company issued 165,573 restricted common stock shares which were obligated to issue as inducement in the note agreement. The principal balance on June 30, 2025, and June 30, 2024, was $0 and $78,750, respectively and the accrued interest on June 30, 2025, and June 30, 2024, was $0 and $3,931, respectively.

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 and had a maturity date of December 31, 2023. As a further inducement to enter the note, the Company issued 150,000 warrants to purchase shares of restricted common stock at a price of $0.75 per share, any time prior to July 1, 2026, the warrant expiration date and agreed to issue 75,000 shares. 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 incentives for the renewal, The Company agreed to issue 78,750 shares and 157,500 warrants were issued to purchase 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, 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 82,128 warrants were issued to purchase shares of common stock at $0.75 per share at any time prior to December 31, 2027, the warrant expiration date and in addition, agreed to issue 41,064 shares. On January 1, 2025, 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 43,093 warrants were issued to purchase 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 and agreed to issue 43,093 shares. On June 30, 2025, the note, including accrued interest, was converted into Series A Preferred Stock. As the Series A designation was formally approved subsequent to year-end, the outstanding note balance and accrued interest were reclassified to stock subscription payable (liability) as of June 30, 2025. The principal balance on June 30, 2025, and June 30, 2024, was $0 and $78,750, respectively and the accrued interest on June 30, 2025, and June 30, 2024, was $0 and $3,938, respectively.

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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 Company agreed to issue 100,000 shares as inducement to enter the note. The Note was issued as a repayment of advances made by Sparta Road to cover certain Company expenses. On June 30, 2025, the note, including accrued interest, was converted into common stock. As the shares were not issued as of year-end, the outstanding note balance and accrued interest were reclassified to stock subscription payable along with the 100,000 shares which were obligated to be issued as inducement to enter into note as of June 30, 2025. The principal balance on June 30, 2025, and June 30, 2024, was $0 and $50,000, respectively and the accrued interest on June 30, 2025, and June 30, 2024, was $0 and $417, respectively.

On April 1, 2024, as compensation for management services, 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 a further inducement to enter the note, the Company issued 150,000 warrants to purchase shares of restricted common stock at $0.75 per share prior to April 1, 2027, the warrant expiration date and, in addition, agreed to issue 75,000 shares. 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 157,500 warrants to purchase shares of common stock at $0.75 per share, any time prior to October 1, 2027, the warrant’s expiration date and in addition, agreed to issue 78,750 shares. On March 31, 2025, the Company issued 153,750 restricted common stock shares which were obligated to issue as inducement in the note agreement. On June 30, 2025, the note, including accrued interest, was converted into Series A Preferred Stock. As the Series A designation was formally approved subsequent to year-end, the outstanding note balance and accrued interest were reclassified to stock subscription payable (liability) as of June 30, 2025. The principal balance on June 30, 2025, and June 30, 2024, was $0 and $75,000, respectively and the accrued interest on June 30, 2025, and June 30, 2024, was $0 and $1,875, respectively.

On April 1, 2024, as compensation for 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 150,000 warrants to purchase shares of restricted common stock at $0.75 per share prior to April 1, 2027, the warrant expiration date and in addition, agreed to issue 75,000 shares. On October 1, 2024, 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 157,500 warrants to purchase shares of common stock at $0.75 per share, any time prior to October 1, 2027, the warrant’s expiration date and in addition, agreed to issue 78,750 shares. The note, including accrued interest, was converted into a yet to be defined number of Series A Preferred Stock. As the Series A designation was formally approved subsequent to year-end, the outstanding note balance and accrued interest were reclassified to stock subscription payable (liability) as of June 30, 2025. The principal balance on June 30, 2025, and June 30, 2024, was $0 and $75,000, respectively and the accrued interest on June 30, 2025, and June 30, 2024, was $0 and $1,875, respectively.

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On July 1, 2024, as compensation for management services 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, and a maturity date of July 1, 2025. As a further inducement to accept the note payable, the Company issued 15,000 warrants at $0.01 and 30,000 warrants to purchase shares of restricted common stock at $0.75 per share prior to July 1, 2027, the warrant expiration date. On March 31, 2025, the warrants were redeemed in a cashless agreement to 28,500 shares. On June 30, 2025, the note, including accrued interest, was converted into a yet to be defined number of Series A Preferred Stock. As the Series A designation was formally approved subsequent to year-end, the outstanding note balance and accrued interest were reclassified to stock subscription payable (liability) as of June 30, 2025. The principal balance on June 30, 2025, was $0 and the accrued interest was $0.

On October 1, 2024, as compensation for management services 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, and a maturity date of October 1, 2025. As a further inducement to accept the note payable, the Company issued 15,000 warrants at $0.01 and 30,000 warrants to purchase shares of restricted common stock at $0.75 per share prior to October 1, 2027, the warrant expiration date. On March 31, 2025, the warrants were redeemed in a cashless agreement to 28,500 shares. On June 30, 2025, the note, including accrued interest, was converted into a yet to be defined number of Series A Preferred Stock. As the Series A designation was formally approved subsequent to year-end, the outstanding note balance and accrued interest were reclassified to stock subscription payable (liability) as of June 30, 2025. The principal balance on June 30, 2025, was $0 and the accrued interest was $0.

On January 1, 2025, as compensation for management services 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, and a maturity date of January 1, 2026. As a further inducement to accept the note payable, the Company issued 15,000 warrants at $0.01 and 30,000 warrants to purchase shares of restricted common stock at $0.75 per share prior to January 1, 2028, the warrant expiration date. On March 31, 2025, the warrants were redeemed in a cashless agreement to 28,500 shares. On June 30, 2025, the note, including accrued interest, was converted into a yet to be defined number of Series A Preferred Stock. As the Series A designation was formally approved subsequent to year-end, the outstanding note balance and accrued interest were reclassified to stock subscription payable (liability) as of June 30, 2025. The principal balance on June 30, 2025, was $0 and the accrued interest was $0.

On April 1, 2025, as compensation for management services 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, and a maturity date of April 1, 2026. As a further inducement to accept the note payable, the Company issued 15,000 warrants at $0.01 and 30,000 warrants to purchase shares of restricted common stock at $0.75 per share prior to March 31, 2028, the warrant expiration date. On June 30, 2025, the warrants were redeemed in a cashless agreement to 28,500 shares. On June 30, 2025, the note, including accrued interest, was converted into a yet to be defined number of Series A Preferred Stock. As the Series A designation was formally approved subsequent to year-end, the outstanding note balance and accrued interest were reclassified to stock subscription payable (liability) as of June 30, 2025. The principal balance on June 30, 2025, was $0 and the accrued interest was $0.

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On July 1, 2024, as compensation for 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 15,000 warrants at $0.01 and 30,000 warrants to purchase shares of restricted common stock at $0.75 per share prior to July 1, 2027, the warrant expiration date. On March 31, 2025, the warrants were redeemed in a cashless agreement to 28,500 shares. On June 30, 2025, the note, including accrued interest, was converted into a yet to be defined number of Series A Preferred Stock. As the Series A designation was formally approved subsequent to year-end, the outstanding note balance and accrued interest were reclassified to stock subscription payable (liability) as of June 30, 2025. The principal balance on June 30, 2025, was $0 and the accrued interest was $0.

On October 1, 2024, as compensation for 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 15,000 warrants at $0.01 and 30,000 warrants to purchase shares of restricted common stock at $0.75 per share prior to October 1, 2027, the warrant expiration date. On March 31, 2025, the warrants were redeemed in a cashless agreement to 28,500 shares. On June 30, 2025, the note, including accrued interest, was converted into a yet to be defined number of Series A Preferred Stock. As the Series A designation was formally approved subsequent to year-end, the outstanding note balance and accrued interest were reclassified to stock subscription payable (liability) as of June 30, 2025. The principal balance on June 30, 2025, was $0 and the accrued interest was $0.

On January 1, 2025, as compensation for 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 15,000 warrants at $0.01 and 30,000 warrants to purchase shares of restricted common stock at $0.75 per share prior to January 1, 2028, the warrant expiration date. On March 31, 2025, the warrants were redeemed in a cashless agreement to 28,500 shares. On June 30, 2025, the note, including accrued interest, was converted into a yet to be defined number of Series A Preferred Stock. As the Series A designation was formally approved subsequent to year-end, the outstanding note balance and accrued interest were reclassified to stock subscription payable (liability) as of June 30, 2025. The principal balance on June 30, 2025, was $0 and the accrued interest was $0.

On April 1, 2025, as compensation for management services 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, and a maturity date of April 1, 2026. As a further inducement to accept the note payable, the Company issued 15,000 warrants at $0.01 and 30,000 warrants to purchase shares of restricted common stock at $0.75 per share prior to March 31, 2028, the warrant expiration date. On June 30, 2025, the warrants were redeemed in a cashless agreement to 28,500 shares but kept as stock subscription payable as these shares are yet to be issued. On June 30, 2025, the note, including accrued interest, was converted into a yet to defined number of Series A Preferred Stock. As the Series A designation was formally approved subsequent to year-end, the outstanding note balance and accrued interest were reclassified to stock subscription payable (liability) as of June 30, 2025. The principal balance on June 30, 2025, was $0 and the accrued interest was $0.

The total convertible notes payable principal balance on June 30, 2025, and June 30, 2024, was $0 and $357,320, respectively and the related accrued interest on June 30, 2025, and June 30, 2024, was $0 and $12,036, respectively.

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(b) Note Payable – Related Parties

On February 3, 2025, the Company issued Frank Horkey (“Horkey”) a $70,000 Senior Secured Convertible Promissory Note for cash proceeds, bearing interest at 10% per annum and maturing on April 4, 2025. On April 5, 2025, the note was extended to a new maturity date of April 5, 2026, and the accrued interest of $1,151 was added to the principal balance, increasing the total to $71,151. The Company subsequently made a payment of $10,000, resulting in a principal balance of $61,151 and accrued interest of $848 as of June 30, 2025.

On March 5, 2025, the Company issued Frank Horkey (“Horkey”) a $35,000 Senior Secured Convertible Promissory Note for cash proceeds, bearing interest at 10% per annum and maturing on May 4, 2025. On May 5, 2025, the note was extended to a new maturity date of June 5, 2026, and the accrued interest of $585 was added to the principal balance, increasing the total to $35,585. As of June 30, 2025, the principal balance was $35,585 and accrued interest was $539.

On March 5, 2025, the Company issued Frank Horkey (“Horkey”) a $207,630 Senior Secured Convertible Promissory Note bearing interest at 12% per annum and maturing on March 5, 2026, for funds advanced by Horkey to purchase the Company’s Orofino, Idaho facility. The note is secured by a first lien on the Orofino property, as evidenced by a Deed of Trust of even date, and may be prepaid at any time without penalty. As of June 30, 2025, the principal balance was $207,630 and accrued interest was $8,004.

Total non-convertible notes payable principal balance on June 30, 2025, was $304,366 and the related accrued interest was $9,391. No balances were outstanding on June 30, 2024.

Other Related Party Debt

In addition to notes payable owed to related parted parties, various officers advanced funds for operating expenses. These amounts are reported on the balance sheet as “Due to related party -advances” on June 30, 2025, and June 30, 2024, in amount of $5,150 and $13,602, respectively. The amounts owed are non-interest bearing, unsecured, and are due on demand.

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NOTE 11. 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 other than a Notice of Default filed on October 1, 2025 by the Holder of the first mortgage of hon the Orofino property. See “Note 10 – Related Party Transactions”, “Note 12. Notes Payable Unrelated Third Parties”, and “Note 17. Subsequent Events” for additional details.

On September 9, 2024, the Company entered into a non-binding agreement with Veterans Capital Corp. (“Veterans”) to lease ASIC crypto miners, valued at $2,300,000, to be housed at the Orofino, Idaho facility. The agreement requires a non-refundable fee of $10,500, which was paid during the quarter ended September 30, 2024, and an additional $14,500, which would be due upon execution of the lease contract. The agreement also indicates that the $10,500 paid would be applied to the $25,000 lease commitment fee, if the contract is executed. If the parties do not execute the lease contract, no further amounts are owed by the Company. This lease was ultimately not consummated, and Veteran’s Capital refunded $2,660 of the fees paid. The amounts paid, net of the amount refunded, were expensed in the year ended June 30, 2025.

On September 19, 2024, the Company entered into an agreement with Del Cielo LLC for the introduction of potential leasing companies and institutional investment banking firms. The agreement required an initial payment of $12,500 and ongoing monthly payments of $5,500. The Company paid $12,500 during the quarter ended September 30, 2024, and the $5,500 initial monthly payment was made in October 2024. The agreement also provides that subsequent to November 20, 2024, the agreement can be terminated at any time. The Company paid $8,250 as a final payment in April 2025 to put the agreement on hold. The amounts paid were expensed in the year ended June 30, 2025.

On October 20, 2024, the Company entered into an agreement with Clearwater Power Company “Clearwater”) for the provision of electric power and facilities to support its cryptocurrency mining operations in Orofino, Idaho. As part of this contract, the Company deposited approximately $77,000 with Clearwater, held as a non-interest-bearing security deposit.

The related and unrelated party mortgages dated March 5, 2025, used to acquire the Company’s Orofino facility, are secured by two liens, one under a $207,630 note payable to Frank Horkey, and another under a $267,555 note payable to the Peak Digital Prospecting LLC, “Seller”, which went into default due to nonpayment at maturity. A Notice of Default was filed on September 24, 2025. See “Note 10 – Related Party Transactions”, “Note 12 – Notes Payable – Unrelated Third Parties”, and “Note 17 – Subsequent Events” for additional details.

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NOTE 12. NOTES PAYABLE- UNRELATED THIRD PARTIES

Unrelated parties’ notes payable consists of convertible and non-convertible notes payable with a principal balance on June 30, 2025, and June 30, 2024, of $401,780 and $134,375, respectively and accrued interest on June 30, 2025, and June 30, 2024, of $12,997 and $4,961, respectively.

These notes do not require regular monthly payments, but rather they are to be settled by the maturity date if not converted.

(a) Convertible Note Payable - Unrelated Parties

On July 17, 2024, the Company issued to a private investor a $10,000 Secured Convertible Promissory Note bearing interest at 12% per annum and maturing on July 17, 2025. The note was convertible at the lender’s discretion at a rate of $0.50 per share. As a further inducement to purchase the note, the Company issued 25,000 shares of common stock to the investor. On June 30, 2025, the note, including accrued interest of $800, was converted into 21,600 shares of common stock at the agreed conversion price of $0.50 per share and the Company issued 25,000 restricted common stock shares which were obligated to issue as inducement in the note agreement. As of June 30, 2025, the principal and accrued interest balances were $0.

On March 24, 2023, the Company issued to a private investor, a $50,000 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 was 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 of the note, the Holder opted to convert for the issuance of 100,000 restricted shares of common stock.

On May 15, 2023, the Company issued a private investor a $19,375 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 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 42,000 restricted common stock shares. The warrant was through a cashless redemption redeemed on March 27, 2025, into 17,438 shares of the Company’s restricted common stock and was retired.

On September 25, 2023, the Company issued a private investor a $20,000 180-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 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, the warrant expiration date. On January 1, 2025, the company issued 20,000 restricted common stock shares which were obligated to issue as inducement in the note agreement. On the maturity date the note holder opted to convert for the issuance of 42,000 restricted common stock shares and shares were issued on June 30, 2025. The warrant was redeemed through a cashless redemption on March 27, 2025, into 18,000 shares of the Company’s restricted common stock and was retired.

On March 12, 2024, the Company issued to 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 were obligated to issue as inducement in the note agreement. In addition, the holder opted to convert the note for 21,000 restricted shares of common stock.

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On July 1, 2024, the Company issued a private investor a $5,000 180-day Secured Convertible Promissory Note bearing interest at 10% per annum, convertible at $0.50 per share at the lender’s discretion. The Note matured on December 31, 2024. As further inducement to purchase the Note, the Company issued the investor 5,000 restricted common stock shares and a warrant to purchase 10,000 common stock shares exercisable at $0.75 per share at any time prior to June 30, 2027. On the maturity date, the note principal and accrued interest of $250 were extended to June 30, 2025. As an inducement for the extension, the Company agreed to issue 5,250 restricted common stock shares and a warrant to purchase 10,500 common stock shares exercisable at $0.75 per share at any time prior to December 31, 2027. The warrants were redeemed through a cashless exercise on March 27, 2025, resulting in the issuance of 13,725 restricted common stock shares, and were subsequently retired. On June 30, 2025, the Company issued 10,500 restricted common stock shares which were obligated to issue as inducement in the note agreement, and the principal balance and accrued interest were $5,250 and $255, respectively.

On September 29, 2023, the Company issued a private investor a $25,000 180-day Senior Secured Convertible Promissory Note, with an interest rate of 10%, convertible at $0.50 per share the lender’s discretion. The Note’s maturity date was March 27, 2024. As further inducement, the Company agreed to issue 25,000 shares of restricted common stock and a warrant to purchase 50,000 shares of restricted common stock, exercisable at $0.75 per share, any time prior to October 2, 2026, the warrant expiration date. On April 2, 2024, the note was extended for 180 days, and as inducement for extension, the Company agreed to issue 25,000 shares of restricted common stock and a warrant to purchase 50,000 shares of restricted common stock, exercisable at $0.75 per share, any time prior to April 2, 2027. On October 4, 2024, the note was extended again for 180 days, and as inducement for extension, the Company agreed to issue 25,000 shares of restricted common stock and a warrant to purchase 50,000 shares of restricted common stock, exercisable at $1.5 per share, any time prior to October 4, 2027. On January 1, 2025, the Company issued 75,000 restricted common stock shares which were 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 were retired. On April 4, 2025, the note was extended again for 180 days, without any inducement, with maturity date of October 1, 2025. On June 30, 2025, the Company issued 108,031 restricted common stock shares which were obligated to issue as inducement in the note agreement. The principal balance owed on June 30, 2025, and June 30, 2024, was $25,000. The note’s accrued interest on June 30, 2025, and June 30, 2024, was $625 and $125, respectively.

On July 1, 2024, the Company issued to a private investor a $36,624 180-day 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 March 31, 2025. As further inducement to purchase this Note, the Company agreed to issue 36,624 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 company issued 36,624 shares restricted common stock on January 1, 2025. This note was renewed on January 10, 2025, and the investor advanced another $15,000, so together with accrued interest the new face was $52,529 and is due March 31, 2025. In addition, as further inducement to renew the note, the Company agreed to issue 52,529 restricted common stock shares and a warrant to purchase 105,238 shares of common stock exercisable at $0.75 per share, prior to January 10, 2028. The warrants were redeemed through a cashless redemption on March 27, 2025, into 107,502 shares of the Company’s restricted common stock and were retired. On April 10, 2025, the note was extended again for 112 days, without any inducement, with maturity date of July 31, 2025. The principal balance owed on June 30, 2025, was $53,842. The note’s accrued interest on June 30, 2025, was $1,196.

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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. On September 30, 2024, the company entered in debt conversion agreement with 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 shares of common stock and the shares were issued on January 1, 2025. The note was converted into 20,707 shares on June 30, 2025. The principal balance owed on June 30, 2025, and June 30, 2024, was $0 and $10,000, respectively. The note’s accrued interest on June 30, 2025, and June 30, 2024, was $0 and $125, respectively.

On January 9, 2025, the Company issued to a private investor a $10,000 Senior Secured Convertible Promissory Note bearing interest at 10% per annum and maturing on April 9, 2025. The note is convertible at the lender’s discretion at a rate of $0.50 per share. As a further inducement to purchase the note, the Company agreed to issue 10,000 restricted shares of common stock and a warrant to purchase 20,000 shares of common stock at an exercise price of $0.75 per share, exercisable any time prior to January 9, 2028. On April 10, 2025, the note was extended to a new maturity date of October 7, 2025, with no additional inducements granted. On June 30, 2025, the Company issued 10,000 restricted common stock shares which were obligated to issue as inducement in the note agreement. As of June 30, 2025, the principal balance was $10,000 and accrued interest was $472.

See due to Note 11 “Related Parties Transactions” for additional senior secured convertible promissory notes issuances.

(b) Note Payable – Unrelated Parties

On March 5, 2025, the Company issued to the Seller of the Orofino facility a $267,555 Secured Promissory Note bearing interest at 8% per annum and maturing on May 15, 2025. The note is secured by a first lien on the Orofino, Idaho property pursuant to a Deed of Trust. Under the terms of the agreement, upon default, the interest rate increases to 18% per annum, and a 15% late charge is applied to the outstanding principal. As the Company did not remit payment within ten days of the maturity date, the note went into default on May 25, 2025, and a late charge of $40,133 was added to the principal balance. The beneficiary filed a Notice of Default on September 24, 2025, under the Deed of Trust in Clearwater County, Idaho. As of June 30, 2025, the principal balance was $307,688 and accrued interest was $10,414.

NOTE 13. DERIVATIVE LIABILITIES

The Company has various convertible notes outstanding that require derivative liability considerations for its conversion features. Total derivative liability on June 30, 2025, was $34,597 which was principally related to convertible notes issued in 2025. No derivative liability was accrued in prior years due the note terms and immateriality of the derivative value determined.

For the period ended June 30, 2025, the Company recorded a loss of $119,471 related to the change in fair value of derivative liabilities.

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The following table summarizes the weighted average key inputs used in the Black-Scholes model for all outstanding conversion feature derivative liabilities as of the measurement dates:

Input	Weighted Avg. at Inception Date			Weighted Avg. on June 30, 2025
Stock price	$	0.35		$	0.60
Exercise price (conversion price)	$	0.50		$	0.50
Risk-free interest rate		4.37	%		4.29	%
Expected term (years)		0.50			0.50
Expected volatility		134.80	%		75.94	%
Dividend yield		0	%		0	%

The following table summarizes the changes in derivative liability:

Description	June 30, 2025
Derivative Liability beginning balance		-
Initial recognition of derivatives		85,374
Change in fair value		34,096
Settlements/conversions		(84,874	)
Derivative Liability ending balance		34,597

NOTE 14. COMMON STOCK

Frank Horkey received 350,000 restricted common stock shares as the Company’s President and Director since his previous contract expired on December 31, 2019 and, on July 1, 2022, he received 250,000 restricted common stock shares or his three year board position vesting, as follows: 83,333 shares upon signing as of July 1, 2022; 20,833 shares vest quarterly the fiscal year ended June 30, 2024; and 20,833 shares vest quarterly for the fiscal year ended June 30, 2025. All shares were fully vested at June 30, 2025.

On July 1, 2022, Michael Christiansen received 250,000 restricted common stock shares for his three-year board position vesting, as follows: 83,333 shares upon signing as of July 1, 2022; 20,833 shares vest quarterly the fiscal year ended June 30, 2024; 20,833 shares vest quarterly for the fiscal year ended June 30, 2025. All shares were fully vested at June 30, 2025.

On July 1, 2022, Squadron Marketing LLC received 250,000 restricted common stock shares for acting on the Company’s Advisory Board for fiscal 2023 through 2025, vesting as follows: 83,333 shares upon signing as of July 1, 2022; 20,833 shares vest quarterly the fiscal year ended June 30, 2024; 20,833 shares vest quarterly for the fiscal year ended June 30, 2025. All shares were fully vested at June 30, 2025.

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: 83,333 shares upon signing as of July 1, 2022; 20,833 shares vest quarterly the fiscal year ended June 30, 2024; 20,833shares vest quarterly for the fiscal year ended June 30, 2025. All shares were fully vested at June 30, 2025.

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 date of 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 vested at 16,666 shares per quarter. All shares were fully vested at June 30, 2025.

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On July 1, 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 Esquire 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 67,500 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.

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 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 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 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.

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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 July 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 provided to the Company in the current fiscal year. 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 agreement with Aubyn Honeysett to manage its colocation facility in Orofino, Idaho. Under the terms of the agreement, Ms. Honeysett was awarded 24,000 restricted common stock shares, which were scheduled to vest ratably at 667 shares per month over a 36-month term, subject to her continued service with the Company. On March 31, 2025, the Company issued all 24,000 shares in advance of the vesting schedule. Ms. Honeysett’s services were terminated on May 23, 2025, and as of June 30, 2025, the unvested portion of 19,999 shares was forfeited and returned to the Company's treasury.

On January 1, 2025, the Company entered into a service agreement with Bryce Greenfield in connection with his role managing the Company’s co-location facility in Orofino, Idaho. Under the terms of the agreement, Mr. Greenfield was granted 75,000 restricted common stock shares, which were scheduled to be vested in equal monthly installments of 2,083 shares over a 36-month period, subject to his continued service with the Company. On March 31, 2025, the Company issued all 75,000 shares in advance of the vesting schedule. Mr. Greenfield’s services were terminated on May 23, 2025, and as of June 30, 2025, the unvested portion of 62,500 shares was forfeited and returned to the Company's treasury.

On April 1, 2025, a private investor purchased 20,000 restricted common stock shares for $10,000. These shares were issued on June 30, 2025.

On April 1, 2025, a private investor purchased 100,000 restricted common stock shares for $50,000. These shares were issued on June 30, 2025.

On April 1, 2025, a private investor purchased 50,000 restricted common stock shares for $25,000. These shares were issued on June 30, 2025.

On April 1, 2025, a private investor purchased 300,000 restricted common stock shares for $150,000. These shares were issued on June 30, 2025.

On April 1, 2025, a private investor purchased 200,000 restricted common stock shares for $100,000. These shares were issued on June 30, 2025.

On March 31, 2025, The Company acquired 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. These shares were issued on June 30, 2025.

On June 25, 2025, the Company’s legal counsel was awarded 100,000 restricted common stock shares in recognition of exemplary legal services rendered to the Company during the fiscal year 2025.

The fair value for issuances of common stock for compensation and services is determined based on the market price of the company’s stock on the grant date.

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NOTE 15. 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 (747,838 shares) and warrant to purchase common stock shares (which we refer to as the “PIPE Warrants”), exercisable at any time before the close of business on September 9, 2025. Of these warrants, all PIPE warrants were redeemed through a cashless redemption into 747,838 shares of the Company’s restricted common stock at $.25 per share and the warrants were retired.

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 $.25 and the warrant was retired.

On September 29, 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. Prior to March 31, 2025, the investor accepted the Company’s offer to redeem the warrant through a cashless redemption into 12,500 shares of the Company’s common stock at a price of $.25 and the warrant was retired.

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.Prior to March 31, 2025, the investor accepted the Company’s offer to redeem the warrant through a cashless redemption into 5,000 shares of the Company’s common stock at a price of $.25 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 $.01 per share until the Warrant has been exercised in full. This warrant was issued as full consideration for their surrendering of 1.9 million shares of the Company’s Founder's Common Stock.

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See NOTE. 10 “Related Party Transactions”, Note Payable section for details on convertible promissory notes issued with warrants on March 24, 2023, May 15, 2023, September 25, 2023, September 2023, April 1, 2024, and July 1, 2024, October 1, 2024, January 1,2025 and April 1, 2025.

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 62,500 each of the Company’s restricted common stock shares at a price of $.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 restricted common stock at a price of $.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. These 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 125,000 shares each of the Company’s restricted common stock at a price of $.25 and the warrants were retired.

On June 12, 2022, Messrs. Horkey and Christiansen were issued 250,000 class C warrants 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. Prior to March 31, 2025, the Holders accepted the Company’s offer to redeem the warrants through a cashless redemption into 62,500 shares each of the Company’s restricted common stock at a price of $.25 and the warrants were retired.

On June 12, 2022, 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. Exercise of this warrant commenced upon the effective date of the Company’s registration statement for serving on the Company’s Advisory Board. Prior to March 31, 2025, the Holders accepted the Company’s offer to redeem the warrants through a cashless redemption into 62,500 each of the Company’s restricted common stock at a price of $.25 and the warrants were retired.

On July 1, 2023, Squadron Marketing LLC and Lazarus Asset Management LLC were 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 each of the Company’s restricted common stock at a price of $.25 and the warrants were retired.

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On July 1, 2023, Mr. Horkey was 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 Holder accepted the Company’s offer to redeem the warrants through a cashless redemption into 62,500 shares of the Company’s restricted common stock at a price of $.25 and the warrants were retired.

On July 1, 2024, Squadron Marketing LLC and Sparta Road LTD 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 62,500 each of the Company’s restricted common stock at a price of $.25 and the warrants were retired.

On July 1, 2024, Mr. Horkey was 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 Holder accepted the Company’s offer to redeem the warrants through a cashless redemption into e Company’s restricted common stock at a price of $.25 and the warrants were 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: 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, 2025. Prior to March 31, 2025, the Holder accepted the Company’s offer to redeem the warrant through a cashless redemption into 62,500 common stock shares at a price of $.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 of the Company’s restricted common stock at a price of $.25 and the warrants were retired.

Certain of the shares and warrants noted above were issued to Board Members, Advisory Board Members and Consultants for services to be rendered for periods subsequent to June 30, 2025. 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.

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The following are changes and balances for common share equivalent due to outstanding warrants:

							Warrants
		Warrants -			Weighted		exercisable -			Weighted
		Common			Average		Common			Average
		Share			Exercise		Share			Exercise
		Equivalents			price		Equivalents			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			0.01		3,000,000			0.1
Outstanding June 30, 2024			8,999,089		$	0.91		8,665,756		$	0.88
Additions	Granted		650,000			1.50		275,000			1.50
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			1.50		1,125,000			1.50
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
Additions	Granted		160,000			0.75		160,000			0.75
Additions	Granted		30,000			0.01		30,000			0.01
Exercised	Exercised		(133,334	)		1.50		(133,334	)		1.50
Exercised	Exercised		(60,000	)		0.75		(60,000	)		0.75
Exercised	Exercised		(30,000	)		0.01		(30,000	)		0.01
	Adjustment
Outstanding June 30, 2025			3,307,500		$	0.11		3,307,500		$	0.11

As of June 30, 2025, the weighted average remaining contractual life of the warrants was 1.65 years.

These warrants were valued using a Black Scholes calculation applying the following factors: a stock price of $.16, an exercise price of $0.75 and $1.50, a volatility of 137% to 173% and a risk-free interest rate of 3.85% to 4.58%.

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NOTE 16. INCOME TAXES

The components of income tax balances for the periods ended June 30, 2025, and June 30, 2024, are as follows:

	For the Fiscal Year Ended			For the Fiscal Year Ended
	30-Jun-25			30-Jun-24
Net losses before taxes	$	2,535,552		$	1,023,271
Adjustments to arrive at taxable income/loss
Permanent differences:		(119,471	)		-
Temporary differences:		-			-
Taxable loss/(Income)		2,416,081			1,023,271

Current Year Taxable income (loss)		2,416,081			1,023,271
NOL carried forward prior year (tax return)		7,023,798			6,000,527
NOL carried forward at period end		9,439,879			7,023,798

Deferred Tax Asset - Federal Rate (21%)	$	1,982,375		$	1,474,998
Deferred Tax Asset - State Rate (5.5%)		519,193			294,243
Total Deferred Tax Asset		2,501,568			1,769,241

Valuation Allowance		(2,501,568	)		(1,769,241	)
Deferred tax per books		-			-

Due to the changes the Tax Reform Act of 1986 and the Tax Cut and Jobs Act of 2017, net operating loss carry forwards for Federal Income tax reporting purposes are subject to additional limitations. Should certainly changes in ownership occur, our net operating loss carry forwards 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 has filed tax returns through its fiscal year ended June 30, 2016. The Company incurred a loss for the fiscal years ended June 30, 2025, and 2024 and has not filed tax returns for either year. The Company has not received any notifications from the IRS. Reported tax benefits and valuation allowances are the Company’s best estimate of its tax positions and have not been reviewed by the taxing authority.

NOTE 17. SUBSEQUENT EVENTS

The Company evaluated subsequent events through the date the financial statements were issued and determined that the following events require disclosure:

Facility- Disruption in Operation

On July 23, 2025, the Company’s data center located in Orofino, Idaho (the “Center”) had an incident which caused a disruption in operations. There was a dispute with contractors, certain miners and equipment were removed and there was damage to electrical distribution equipment and some infrastructure in the mining facility. The matter is under investigation. The issue led to the full impairment of the software and caused a temporary interruption in mining and co-location operations. An insurance claim was filed to obtain some coverage for this incident. The company is evaluating options to restore conditions and resume operations.

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Purchase Money Mortgage Maturity

The promissory note (the “Note”) secured by a Deed of Trust on the Orofino data center matured on May 15, 2025. The principal balance due at maturity was approximately $267,000. Including accrued interest, penalties, and late charges, the balance outstanding as of October 1, 2025, was approximately $325,000.

On October 1, 2025, the Company was notified of a foreclosure action initiated by the Seller of the Orofino property. The Company has approximately 115 days from the filing date to satisfy the obligation, which it intends to refinance through third-party lenders. Management is currently reviewing multiple financing proposals to refinance the outstanding debt.

Chief Technology Officer (CTO) Compensation

In September 2025, the Company issued 250,000 restricted common shares to Baocorp, Inc., the designee of Antonio Oliveira, in consideration for services as the Company’s Chief Technology Officer. The shares will vest monthly over a 36-month period.

Series A Preferred Stock Designation

On September 8, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations with the Secretary of State of Nevada to establish its Series A Preferred Stock. The Certificate authorized the issuance of up to 10,000 shares of Series A Preferred Stock, par value $0.001 per share, each with a stated value of $1.00 per share, subject to adjustment as provided therein. Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 10% per annum, payable quarterly on January 1, April 1, July 1, and October 1, in cash or, at the holder’s election, by accretion to the stated value. Each share carries 500 votes on all matters submitted to stockholders.

No other material subsequent events were identified that would require adjustment to, or disclosure in, the accompanying financial statements.

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ITEM 9. CHANGES AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

As of the date of this filing, there are no disagreements between us and our accountants on any matter of accounting principles, practices, or financial statement disclosure.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

We are required to 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.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company’s management, including the Company’s Chief Executive Officer (“CEO”)and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation the Company’s CEO / CFO concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2024 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, 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 the Company’s management, including the Company’s CEO/CFO, as appropriate, to allow timely decisions regarding required disclosure. The principal basis for this conclusion is the lack of segregation of duties within our financial function ~~due to an insufficient number of management~~ and ~~accounting personnel and~~ the lack of an operating Audit Committee.

(b) Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s 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 accounting principles generally accepted in the United States of America and includes those policies and procedures that:

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

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

We carried out an assessment, under the supervision and with the participation of our management, including our CEO/CFO, of the effectiveness of the design and operation of our internal controls over financial reporting, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of September 30, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on that assessment and on those criteria, our CEO/ and CFO concluded that our internal control over financial reporting was not effective as of June 30, 2024. The principal basis for this conclusion is ~~the~~(i) ~~lack~~failure ofto ~~segregation~~engage ofsufficient ~~duties~~resources ~~within~~regarding our ~~financial~~accounting ~~function,~~and ~~due~~reporting toobligations ~~(i)~~during anour ~~insufficient~~startup ~~number of management~~ and ~~accounting personnel;~~ (ii) failure to fully document our internal control policies and procedures~~; and (iii) the lack of an operating Audit Committee~~.

This annual 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 temporary rules of the SEC that permit us to provide only management report in this annual report.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company’s management, including the Company’s CEO/ and CFO, does not expect that the Company’s internal control over financial reporting will prevent all errors and all fraud. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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 or compliance with the policies or procedures may deteriorate.

Subsequent to our year end, our Board of Directors has established an Audit, Compensation and Governance Committees. While our Board is not yet large enough to have a full complement of independent directors, we believe we are substantially in compliance with regulatory requirements,.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

EXECUTIVE OFFICERS AND DIRECTORS

Our directors and principal executive officers are as specified on the following table:

Name	Age	Position
Frank Horkey	6869	President/ Director/ Chief Financial Officer
Michael Christiansen	6667	Secretary/Treasurer/Director
Antonio Oliveira	38	Chief Technology Officer

Frank Horkey, our President, and Board Member.

Frank Horkey has been our President/Director since ~~January~~month/year ~~2014~~ and our Chief Financial Officer since ~~August 2024~~month/year. During the past forty years, Frank Horkey has been engaged as an auditor and a certified public accountant. Frank Horkey currently is the founder and manager of Horkey & Associates, which is a public accounting firm located in West Broward, Florida. In 1978, Mr. Horkey commenced his career with ~~Touche~~Touché Ross (which is now called Deloitte ~~Touche~~Touché), an international public accounting firm, in Miami, Florida. After three years, he started his own public accounting firm and through subsequent mergers was a partner through 1991 in one of the largest accounting firms in western Broward County. Frank Horkey’s clients have included large corporations, small businesses, professionals, not-for-profit organizations, municipalities, and other governmental entities. Frank Horkey was the audit partner on one of the pilot single audits performed on a large governmental unit in 1981 and was involved in the development and application of the single audit process with the Office of Management and Budget and the General Accounting Office.

Frank Horkey received a Bachelor of Science in Accounting from Florida Atlantic University. Hein (year) and has been certified by the State of Florida as a Certified Public Accountant since April 1979. He is a member of the American Institute of Certified Public Accountants as well as the Florida Institute of Certified Public Accountants. He also holds the designation as Certified in Florida Sales Tax, a specialty designation awarded jointly by the Florida Board of Accountancy and the Florida Institute of Certified Public Accountants.

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Frank Horkey is also a 1993 graduate of Leadership Broward and 1987 President of the Sunrise Chamber of Commerce. He has been a member of the Broward Workforce Development Board since 1993 and Chair of its Audit Committee and was Board Chair for 2015-2016 and again for 2021-2022.

Frank Horkey’s community involvement also extends into the education environment. He was a member of the School Board of Broward County Audit Committee for ten years, Chair of the Sunrise Chamber of Commerce Education Committee for three years, a member of the Broward Education Planning Initiative, which was the first countywide effort to address school overcrowding. Frank Horkey was Treasurer of Broward Education Foundation for four years including the period during which the Foundation administered the Marjory Stoneman Douglas Victims fund of over $10,700,000. He was Board Chair of the Foundation for 2018-2020

Michael Christiansen

Michael Christiansen has been our Secretary/Treasurer and Board Member since July ~~2022~~2023. He has more than twenty years of investment banking experience and is currently Senior Managing Director at Weild & Co., an independent network investment bank. He has previously served as Chief Financial Officer of Weild & Co. from 2016 to 2020 and served as Managing Director at West Park Capital and previously with Prudential Securities. His investment banking experience includes public and private equity transactions, mergers and acquisitions, and strategic advisory engagements with clients in enterprise technology, life sciences, consumer, and retailing and natural resources industries. As a senior investment banker, he has advised clients on over $2 billion in aggregate closed financing transactions.

26Antonio ~~Table~~Oliveira ~~of Contents~~

~~Matthew~~Antonio ~~Cohen~~Oliveira has been an Advisory Board Member and Chief Technology Officer since November 2024 and July 2025 respectively. He has over 15 years of experience in the crypto currency mining industry including large crypto currency mining and data center acquisition and development across several states. His long list of successes includes development of AI programs, secure network systems, advanced solutions for business growth and custom analytics.

~~Matthew~~CORPORATE Cohen has been our director since July 2024. He co-founded Stem Holdings, Inc. in 2016 and has served as Chief Executive Officer and Chief Financial Officer. Matthew. Cohen has over 38 years of experience serving in corporate leadership roles, investing capital, structuring, and funding public/private partnerships, and providing strategic advisory services to companies throughout the U.S., Europe, Asia and Latin America and previously worked in the Investment Banking Division at Oppenheimer as an Analyst. Mr. Cohen has a B.B.A. degree in Accounting from New Paltz State University, New York.GOVERANCE

All directors hold office until the completion of their term of office, which is three years, or until their successors have been elected. All officers are appointed by the board of directors and, subject to employment agreements (which did not exist prior to June 30, 2022), serve at the discretion of the board. On July 1, 2022, the Company established a framework for Board Service Agreements with stock compensation subject to a vesting schedule. In connection with their respective appointments and using the above noted Board Service Agreement model we entered into agreements with Frank Horkey and Mr. Christiansen pursuant to which, among other things, the Company issued in a private placement 250,000 restricted shares of the Company’s common stock to each director, subject to a vesting schedule.

There is no family relationship between any of our officers or directors. For the past ten years, there have been no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony.

CORPORATE GOVERNANCE

Committees

As noted above, subsequent to our year end, our Board of Directors has formed Compensation, Audit, and Corporate Governance committees. While we have added an additional Board member, our Board is still limited to three Board Members. Given the establishment of these committees and our relatively limited operations, the Board believes we are able to effectively manage the issues effectively.

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Audit Committee and Financial Expert

In September 2024 our Board of Directors established an Audit committee. While our Board is not yet large enough to have a full complement of independent directors, we believe we are substantially in compliance with Audit Committee guidance.

Until the establishment of our Audit Committee, the role of an audit committee has been conducted by our Board of Directors. Our President/Director/Chief Financial Officer, Frank Horkey is a certified public accountant with substantial audit experience. Our Audit Committee’s primary function will be to provide advice with respect to our financial matters and to assist our Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee’s primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management’s establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.

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Code of Ethics

~~Subsequent~~During tofiscal ~~our~~ year ~~end~~2024, we have adopted a comprehensive Code of Ethics and related Insider Trading Policy and Prohibitions that applied to all employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Director Independence

Our President and Chief Financial Officer, Frank Horkey, is not deemed independent director as he also holds positions as an officer. As of the date of this Annual Report, Michael Christiansen serves on the Company’s board of directors and Mr. Christiansen is deemed an independent member of the board of directors.

ITEM 11. EXECUTIVE COMPENSATION

The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our principal executive officers during the fiscal years ended June 30, ~~2024~~2025, and June 30, ~~2023~~2024.

Name and Principal Position	Fiscal Years	Salary($)		Bonus ($)		Stock Awards ($)		Warrants ($)		Non-Equity Incentive Plan Compensation($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation($)		Total($)
Frank Horkey,President (Note 1)	2023		177,000		-		38,053		101,723		-		-		-		316,776
	2024		162,000		-		38,053		50,470		-		-		-		250,523
Michael Christiansen, Secretary/Treasurer (Note 2)	2023		12,000		-		38,053		25,470		-		-		-		75,523
	2024		12,000		-		38,053		25,470		-		-		-		75,523
John Bennet, Chief Financial Officer (Note 3)	2023		18,000		-		4,667		-		-		-		-		22,667
	2024		18,000		-		9,333		-		-		-		-		27,333

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Name and Principal Position	Fiscal Years	Salary ($)		Bonus ($)		Stock Awards ($)		Warrants ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Frank Horkey, President (Note 1)	2024		162,000		-		38,053		50,470		-		-		-		250,523
	2025		192,000				38,053		25,470								255,523
Michael Christiansen, Secretary/Treasurer (Note 2)	2024		12,000		-		38,053		25,470		-		-		-		75,523
	2025		12,000				38,053		25,470								75,523
John Bennet, Former Chief Financial Officer, served until August 2024 (Note 3)	2024		18,000		-		9,333		-		-		-		-		27,333
	2025		-		-		-		-		-		-		-		-
Antonio Oliveria Chief Technology Officer (Note 4)	2025		33,000		-		-		-		-		-		-		33,000

OUTSTANDING EQUITY AWARDS

			Stock Awards
Name	Number of Shares or Units of Stock		Market Value ofShares or Units ($)		Number of Unearned Shares, Units or Other Rights		Value of Unearned Shares, Units or Other Rights ($)
Name	Number of Shares or Units of Stock		Market Value of Shares or Units		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights		Value of Unearned Shares, Units or Other Rights
Frank Horkey (President)		250,000.00		114,160.00		-		-
Frank Horkey		250,000	$	114,160		83,333	$	38,053
Michael Christiansen (Secretary/Treasurer)		250,000.00		114,160.00		-		-
President
John Bennet (Former CFO, served until August 2024)		100,000.00		14,000.00		-		-
Michael Christiansen		250,000		114,160		83,333		38,053
Antonio Oliveria (Chief Technology Officer)		-		-		-		-
John Bennet		100,000		14,000		-		-
Chief Financial Officer

All stock awards are valued at market on the day of the award.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We do not have any formal bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.

Note 1.) On June 12, 2022, Frank Horkey received 350,000 shares for acting in the capacity of President and Director since his previous contract expired December 31, 2029. On June 12, 2022, the Company entered into a three-year contract ~~for fiscal 2023 through 2025~~ with Frank Horkey, for his role as Officer and Director, and for consulting services to vet potential acquisition targets. Under this agreement, Frank Horkey is to receive $60,000 per year and 250,000 shares of restricted common stock and a warrant to purchase 250,000 shares of the Company’s restricted common stock at any time during the three-year period beginning on July 1, 2022, at a strike price of $1.50. Both the shares and warrants vest over three years for his services as Director and Officer. Frank Horkey also receives $3,000 per quarter as additional compensation for his service as a Director and Officer. During the year ended June 30, 2025, all shares have been fully vested, and all warrants were converted, as part of a warrant redemption plan, into 62,500 shares of the Company’s restricted common shares each.

~~Note~~34 2.Table ~~On July 1, 2022, the Company entered into an agreement with Michael Christiansen, Secretary /Treasurer and Director. . Christiansen received 250,000 shares~~ of restricted common stock and a warrant to purchase 250,000 shares of the Company’s restricted common stock at any time during the three-year period beginning July 1, 2022, at a strike price of $1.50. Both the shares and warrants vest over three years for his services as Director and Officer. vest over three years. Michael Christiansen also receives $3,000 per quarter as additional compensation for his service as Director and Officer. Contents

Note 32. On ~~January~~July 1, ~~2023~~2022, the Company entered into aan ~~two-year~~ agreement with ~~our~~Michael ~~accounting consultant~~Christiansen, ~~John~~Secretary ~~Bennett~~/Treasurer toand ~~act as our Chief Financial officer (“CFO”)~~Director. Mr. ~~Bennett~~Christiansen ~~was~~received ~~tasked~~250,000 ~~with~~shares ~~providing~~of ~~financial~~restricted ~~oversight~~common ~~for~~stock and a ~~period~~warrant ofto ~~eighteen~~purchase ~~months. John Bennett’s compensation was 100~~250,000 shares of the Company’s restricted common stock at any time during the three-year period beginning July 1, 2022, at a strike price of $1.50, both vesting over ~~eighteen~~three ~~months~~years. ~~John~~Michael ~~Bennett~~Christiansen also ~~received~~receives $43,~~500~~000 ~~as compensation~~ per quarter as additional compensation for his service as aDirector ~~CFO~~and Officer. ~~His~~During ~~services~~the ~~conclude~~year inended ~~August~~June ~~2024~~30, ~~due~~2025, toall ~~his~~shares ~~passing~~have been fully vested and all warrants were converted, as part of a warrant redemption plan, into 62,500 shares of the Company’s restricted common stock.

29Note ~~Table~~3. On January 1, 2023, the Company entered into a two-year agreement with our accounting consultant, John Bennett to act as our Chief Financial officer (“CFO”). Mr. Bennett was tasked with providing financial oversight for a period of ~~Contents~~eighteen months. John Bennett’s compensation was 100,000 shares of the Company’s restricted common stock vesting over eighteen months. John Bennett also received $4,500 as compensation per quarter for his service as a CFO. His services concluded in August 2024, due to his passing.

Note 4. On April 1, 2025, the Company entered into an agreement with Antonio Oliveira, for his role as Chief Technology Officer. Under the agreement, Mr. Oliveira is to receive $120,000 per year and a one-time issuance of 250,000 shares of the Company’s restricted common stock vesting monthly over three years. Mr. Oliveira also receives $3,000 per quarter as additional compensation for his service on the Company’s Advisory Board.

Horkey and Christiansen’s shares were issued on July 1, 2022, and Bennett’s shares were issued on February 12, 2023. The cost of these shares was recorded as a prepaid expense and amortized over the life of the contracts.

To support our expansion and business development, we anticipate that we will continue to issue stock and warrants as compensation to retain our current and future directors, officers and independent contractors as consultants.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) any person or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and president and (iv) all executive officers and directors as a group as of June 30, 2024.

	Name and Address of Beneficial Owner	Amount and Nature of Beneficial ~~Owner~~Ownership	~~Percent~~Percentage of Class (1)
Officers and Directors	Frank ~~Horkey7301 NW4th St Suite 102Plantation FL 33317~~Horkey	~~950~~2,~~000~~379,445 shares	~~5.2%~~	9	%
	Michael Christensen 2089 High Mesa Dr. Henderson, NV 8901	250,000 shares	1.4%
	10340SW 16th Pl.
	John Bennet 2114 N 1 St.Grand Junction, CO 43215	200,000 shares	1.1%
	Davie, FL 33324
	All directors and named executive officers as a group (3 persons)	1,400,000 shares	7.7%
	Michael Christiansen	372,500 shares		1	%
Beneficial Owners 5% or Greater	Lazarus Asset Management LLC et al.
	2089 High Mesa Dr.
	9540 NW 10th St Plantation, FL 33322	1,377,972 shares	7.6%
	Henderson, NV 89053
	Antonio Oliveira	912,500 shares		4	%
	3550 NW 83rd Avenue Apt 705
	Doral, FL 33122
	All directors and named executive officers as a group (3)	3,664,445 shares		13	%
Beneficial Owners 5% or Greater	Lazarus Asset Management LLC et al.	1,646,345 shares		6.50	%
	9540 NW 10th St.
	Plantation, FL 33322

On September 9, 2020, Frank Horkey, who was President/CEO, Secretary/Treasurer/ CFO, and our director was issued 350,000 restricted common stock shares pursuant to that certain five-year Management Agreement, which commenced and was dated January 1, 2015, and expired December 30, 2019. Frank ~~=On~~Horkey received 350,000 restricted common stock shares for acting in the capacity of President and Director since his previous contract expired December 31, 2019 and, on July 1, 2022, Frank Horkey received 250,000 restricted common stock shares for his three year board position ~~from fiscal 2023 to 2025,~~ vesting as follows: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022; eighty three thousand three hundred thirty three (83,333) shares for year two to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter; and eighty three thousand three hundred thirty three (83,333) shares for year three to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter. All shares were deemed vested as of June 30, 2025.

On July 1, 2022, as compensation for serving on the Company’s Board of Directors, Michael Christiansen received 250,000 ~~shares of the Company’s~~ common stock shares for his three year board position, ~~from fiscal 2023 to 2025,~~ vesting as follows: ~~eighty-three thousand three hundred thirty-three (~~83,333) shares upon signing as of July 1, 2022; ~~eighty three thousand three hundred thirty three (~~83,333) shares for year two to vest quarterly at the rate ~~twenty thousand eight hundred thirty three (~~20,833) shares per quarter; and ~~eighty three thousand three hundred thirty three (~~83,333) shares for year three to vest quarterly at the rate of ~~twenty thousand eight hundred thirty three (~~20,833) shares per quarter. All shares were deemed vested as of June 30, 2025.

John Bennet received 50,000 shares for extending his consulting contract through fiscal year end 2023. On February 10, 2023, as 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~~000restricted ~~of the Company’s restricted~~ common stock shares that vest at 16,666 shares per quarter. All shares were deemed vested as of June 30, 2025.

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Related Party Transactions

Please refer to Financial Statements and Notes, which are incorporated in their entirety by this reference.

Director Independence

As of June 30, 2024, our one (1) director, Michael Christiansen is considered “independent” in accordance with Rule 4200(a)(15) of the NASDAQ Marketplace Rules. The remaining director is not considered “independent”.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate fees billed for the fiscal years ended June 30, ~~2024~~2025, and June 30, ~~2023~~2024, for professional services rendered by the principal accountant for the audit of our annual financial statements and quarterly review of the financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $53,~~225~~858and ~~and~~ $53,~~500~~225, respectively.

Other Audit Fees

For the fiscal years ended June 30, ~~2024~~2025, and June 30, ~~2023~~2024, there were no fees billed for other audit fees.

Tax Fees

For the fiscal years ended June 30, ~~2024~~2025, and June 30, ~~2023~~2024, there were no fees billed for services for tax compliance, tax advice, and tax planning work by our principal accountants.

All Other Fees

None.

Pre-Approval Policies and Procedures

Prior to engaging our accountants to perform a particular service, our Board of Directors obtains an estimate for the service to be performed. All of the services described above were approved by the Board of Directors in accordance with its procedures.

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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements.

Included in Item 8

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(b) Exhibits required by Item 601.

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 3.1 of our Registration Statement on Form S-1 filed on April 18, 2011
23		Consent of Integritat CPA – Independent Registered Public Accounting Firm
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		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) **
101.SCH		Inline XBRL Taxonomy Schema**
101.CAL		Inline XBRL Taxonomy Calculation Linkbase**
101.DEF		Inline XBRL Taxonomy Definition Linkbase**
101.LAB		Inline XBRL Taxonomy Label Linkbase**
101.PRE		Inline XBRL Taxonomy Presentation Linkbase**
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_____________

* 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.

	TREX Acquisition Corp.a Nevada corporation
November 20, 2024	By:	/s/ Frank Horkey
Date: October 31, 2025	By:	/s/ Frank Horkey
		Frank Horkey
	Its:	Chief Financial Officer

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.

November 20, 2024	By:	/s/ Frank Horkey
Date: October 31, 2025
	By:	/s/ Frank Horkey
		Frank Horkey
	Its:	President

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