false Q3 --07-31 0000924396 0000924396 2024-08-01 2025-04-30 0000924396 2025-06-20 0000924396 2025-04-30 0000924396 2024-07-31 0000924396 us-gaap:NonrelatedPartyMember 2025-04-30 0000924396 us-gaap:NonrelatedPartyMember 2024-07-31 0000924396 us-gaap:RelatedPartyMember 2025-04-30 0000924396 us-gaap:RelatedPartyMember 2024-07-31 0000924396 OLKR:SeriesAConvertiblePreferredStockMember 2025-04-30 0000924396 OLKR:SeriesAConvertiblePreferredStockMember 2024-07-31 0000924396 2025-02-01 2025-04-30 0000924396 2024-02-01 2024-04-30 0000924396 2023-08-01 2024-04-30 0000924396 OLKR:CollectiblesMember 2025-02-01 2025-04-30 0000924396 OLKR:CollectiblesMember 2024-02-01 2024-04-30 0000924396 OLKR:CollectiblesMember 2024-08-01 2025-04-30 0000924396 OLKR:CollectiblesMember 2023-08-01 2024-04-30 0000924396 OLKR:SponsorshipMember 2025-02-01 2025-04-30 0000924396 OLKR:SponsorshipMember 2024-02-01 2024-04-30 0000924396 OLKR:SponsorshipMember 2024-08-01 2025-04-30 0000924396 OLKR:SponsorshipMember 2023-08-01 2024-04-30 0000924396 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-07-31 0000924396 us-gaap:CommonStockMember 2024-07-31 0000924396 us-gaap:AdditionalPaidInCapitalMember 2024-07-31 0000924396 us-gaap:RetainedEarningsMember 2024-07-31 0000924396 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-10-31 0000924396 us-gaap:CommonStockMember 2024-10-31 0000924396 us-gaap:AdditionalPaidInCapitalMember 2024-10-31 0000924396 us-gaap:RetainedEarningsMember 2024-10-31 0000924396 2024-10-31 0000924396 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2025-01-31 0000924396 us-gaap:CommonStockMember 2025-01-31 0000924396 us-gaap:AdditionalPaidInCapitalMember 2025-01-31 0000924396 us-gaap:RetainedEarningsMember 2025-01-31 0000924396 2025-01-31 0000924396 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2023-07-31 0000924396 us-gaap:CommonStockMember 2023-07-31 0000924396 us-gaap:AdditionalPaidInCapitalMember 2023-07-31 0000924396 us-gaap:RetainedEarningsMember 2023-07-31 0000924396 2023-07-31 0000924396 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2023-10-31 0000924396 us-gaap:CommonStockMember 2023-10-31 0000924396 us-gaap:AdditionalPaidInCapitalMember 2023-10-31 0000924396 us-gaap:RetainedEarningsMember 2023-10-31 0000924396 2023-10-31 0000924396 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-01-31 0000924396 us-gaap:CommonStockMember 2024-01-31 0000924396 us-gaap:AdditionalPaidInCapitalMember 2024-01-31 0000924396 us-gaap:RetainedEarningsMember 2024-01-31 0000924396 2024-01-31 0000924396 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-08-01 2024-10-31 0000924396 us-gaap:CommonStockMember 2024-08-01 2024-10-31 0000924396 us-gaap:AdditionalPaidInCapitalMember 2024-08-01 2024-10-31 0000924396 us-gaap:RetainedEarningsMember 2024-08-01 2024-10-31 0000924396 2024-08-01 2024-10-31 0000924396 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-11-01 2025-01-31 0000924396 us-gaap:CommonStockMember 2024-11-01 2025-01-31 0000924396 us-gaap:AdditionalPaidInCapitalMember 2024-11-01 2025-01-31 0000924396 us-gaap:RetainedEarningsMember 2024-11-01 2025-01-31 0000924396 2024-11-01 2025-01-31 0000924396 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2025-02-01 2025-04-30 0000924396 us-gaap:CommonStockMember 2025-02-01 2025-04-30 0000924396 us-gaap:AdditionalPaidInCapitalMember 2025-02-01 2025-04-30 0000924396 us-gaap:RetainedEarningsMember 2025-02-01 2025-04-30 0000924396 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2023-08-01 2023-10-31 0000924396 us-gaap:CommonStockMember 2023-08-01 2023-10-31 0000924396 us-gaap:AdditionalPaidInCapitalMember 2023-08-01 2023-10-31 0000924396 us-gaap:RetainedEarningsMember 2023-08-01 2023-10-31 0000924396 2023-08-01 2023-10-31 0000924396 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2023-11-01 2024-01-31 0000924396 us-gaap:CommonStockMember 2023-11-01 2024-01-31 0000924396 us-gaap:AdditionalPaidInCapitalMember 2023-11-01 2024-01-31 0000924396 us-gaap:RetainedEarningsMember 2023-11-01 2024-01-31 0000924396 2023-11-01 2024-01-31 0000924396 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-02-01 2024-04-30 0000924396 us-gaap:CommonStockMember 2024-02-01 2024-04-30 0000924396 us-gaap:AdditionalPaidInCapitalMember 2024-02-01 2024-04-30 0000924396 us-gaap:RetainedEarningsMember 2024-02-01 2024-04-30 0000924396 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2025-04-30 0000924396 us-gaap:CommonStockMember 2025-04-30 0000924396 us-gaap:AdditionalPaidInCapitalMember 2025-04-30 0000924396 us-gaap:RetainedEarningsMember 2025-04-30 0000924396 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-04-30 0000924396 us-gaap:CommonStockMember 2024-04-30 0000924396 us-gaap:AdditionalPaidInCapitalMember 2024-04-30 0000924396 us-gaap:RetainedEarningsMember 2024-04-30 0000924396 2024-04-30 0000924396 OLKR:StockPurchaseAgreementMember us-gaap:CommonStockMember 2025-04-09 2025-04-09 0000924396 OLKR:StockPurchaseAgreementMember 2025-04-09 2025-04-09 0000924396 OLKR:SponsorshipMember OLKR:ZeroCustomerMember 2024-08-01 2025-04-30 0000924396 OLKR:SponsorshipMember OLKR:OneCustomerMember 2023-08-01 2024-04-30 0000924396 us-gaap:SoftwareDevelopmentMember srt:MinimumMember 2025-04-30 0000924396 us-gaap:SoftwareDevelopmentMember srt:MaximumMember 2025-04-30 0000924396 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2024-08-01 2025-04-30 0000924396 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2023-08-01 2024-04-30 0000924396 OLKR:SeriesAConvertiblePreferredStockMember 2024-08-01 2025-04-30 0000924396 OLKR:SeriesAConvertiblePreferredStockMember 2023-08-01 2024-04-30 0000924396 us-gaap:EmployeeStockOptionMember 2024-08-01 2025-04-30 0000924396 us-gaap:EmployeeStockOptionMember 2023-08-01 2024-04-30 0000924396 us-gaap:WarrantMember 2024-08-01 2025-04-30 0000924396 us-gaap:WarrantMember 2023-08-01 2024-04-30 0000924396 us-gaap:SeriesAPreferredStockMember 2024-08-01 2025-04-30 0000924396 us-gaap:CommonStockMember 2024-08-01 2025-04-30 0000924396 srt:MinimumMember us-gaap:EmployeeStockOptionMember 2024-08-01 2025-04-30 0000924396 srt:MaximumMember us-gaap:EmployeeStockOptionMember 2024-08-01 2025-04-30 0000924396 us-gaap:WarrantMember 2025-04-30 0000924396 us-gaap:NonrelatedPartyMember OLKR:AugustTwoThousandTwentyThreeMember 2024-08-01 2025-04-30 0000924396 us-gaap:NonrelatedPartyMember OLKR:AugustTwoThousandTwentyThreeMember 2025-04-30 0000924396 us-gaap:NonrelatedPartyMember OLKR:AugustTwoThousandTwentyThreeMember 2024-07-31 0000924396 us-gaap:NonrelatedPartyMember OLKR:NovemberTwoThousandTwentyThreeMember 2024-08-01 2025-04-30 0000924396 us-gaap:NonrelatedPartyMember OLKR:NovemberTwoThousandTwentyThreeMember 2025-04-30 0000924396 us-gaap:NonrelatedPartyMember OLKR:NovemberTwoThousandTwentyThreeMember 2024-07-31 0000924396 us-gaap:NonrelatedPartyMember OLKR:DecemberTwoThousandTwentyThreeMember 2024-08-01 2025-04-30 0000924396 us-gaap:NonrelatedPartyMember OLKR:DecemberTwoThousandTwentyThreeMember 2025-04-30 0000924396 us-gaap:NonrelatedPartyMember OLKR:DecemberTwoThousandTwentyThreeMember 2024-07-31 0000924396 us-gaap:NonrelatedPartyMember OLKR:AprilTwoThousandTwentyFourMember 2024-08-01 2025-04-30 0000924396 us-gaap:NonrelatedPartyMember OLKR:AprilTwoThousandTwentyFourMember 2025-04-30 0000924396 us-gaap:NonrelatedPartyMember OLKR:AprilTwoThousandTwentyFourMember 2024-07-31 0000924396 2025-04-09 2025-04-09 0000924396 2025-04-09 0000924396 us-gaap:CommonStockMember 2025-04-09 2025-04-09 0000924396 OLKR:ChiefExecutiveOfficerAndDirectorMember 2024-08-01 2025-04-30 0000924396 OLKR:ChiefExecutiveOfficerAndDirectorMember 2025-04-30 0000924396 OLKR:ChiefExecutiveOfficerAndDirectorMember 2024-07-31 0000924396 OLKR:PresidentAndDirectorMember 2024-08-01 2025-04-30 0000924396 OLKR:PresidentAndDirectorMember 2025-04-30 0000924396 OLKR:PresidentAndDirectorMember 2024-07-31 0000924396 us-gaap:RelatedPartyMember 2023-07-31 0000924396 2023-08-01 2024-07-31 0000924396 us-gaap:RelatedPartyMember 2024-08-01 2025-04-30 0000924396 us-gaap:RelatedPartyMember 2025-02-01 2025-04-30 0000924396 us-gaap:RelatedPartyMember 2024-02-01 2024-04-30 0000924396 us-gaap:RelatedPartyMember 2023-08-01 2024-04-30 0000924396 us-gaap:CommonClassAMember 2025-04-30 0000924396 us-gaap:CommonClassAMember 2024-07-31 0000924396 us-gaap:CommonClassAMember 2024-08-01 2025-04-30 0000924396 us-gaap:CommonClassAMember 2023-08-01 2024-07-31 0000924396 us-gaap:CommonStockMember 2023-08-01 2024-07-31 0000924396 OLKR:SeriesAConvertiblePreferredStockMember 2024-08-01 2025-04-30 0000924396 OLKR:SeriesAConvertiblePreferredStockMember 2023-08-01 2024-07-31 0000924396 us-gaap:CommonStockMember 2024-11-13 2024-11-13 0000924396 2024-11-13 2024-11-13 0000924396 us-gaap:CommonStockMember 2024-11-13 0000924396 us-gaap:CommonStockMember OLKR:StockPurchaseAgreementMember 2025-04-09 0000924396 us-gaap:CommonStockMember 2025-04-09 0000924396 2024-11-13 0000924396 us-gaap:PreferredStockMember 2025-03-26 2025-03-26 0000924396 us-gaap:CommonStockMember 2025-03-26 2025-03-26 0000924396 us-gaap:CommonStockMember 2025-03-26 2025-03-26 0000924396 us-gaap:CommonStockMember 2023-08-01 2024-07-31 0000924396 us-gaap:CommonStockMember srt:MinimumMember 2024-07-31 0000924396 us-gaap:CommonStockMember srt:MaximumMember 2024-07-31 0000924396 2022-08-01 2023-07-31 0000924396 2023-08-01 2024-01-31 0000924396 us-gaap:EmployeeStockOptionMember 2024-07-31 0000924396 us-gaap:EmployeeStockOptionMember 2023-08-01 2024-07-31 0000924396 2022-05-31 0000924396 2022-05-30 2022-05-31 0000924396 2022-06-01 2023-08-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 10-Q

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

For the quarterly period ended ~~April~~October 3031, 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~~file ~~Number~~number: 000-24520

~~OpenLocker~~Crisp ~~Holdings,~~Momentum Inc.

(Exact name of registrant as specified in its charter)

Delaware		04-3021770
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification ~~No.~~Number)

1700 Palm Beach Lakes Blvd., Suite 820 West Palm Beach, FL		33401
250 Park Avenue, 7th Floor New York, NY		10017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number: (305) 351-9195

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act: None

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

As of ~~June~~January 2031, 2025, ~~there~~the ~~were~~last ~~529~~business day of the registrant’s most recently completed second fiscal quarter,~~359~~ the aggregate market value of the shares of common stock outstanding,~~775~~ other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for a share of common stock on January 31, ~~par~~2025 ~~value~~as reported by OTC Markets Group, Inc. ($0.~~0001~~1300), was ~~issued~~approximately ~~and outstanding~~$5,712,580.

As of February 13, 2026, there were 2,049,621,210 shares of common stock, par value $0.0001 per share, of the registrant issued and outstanding.

Table of Contents

		Page
Part I—Financial Information
Item 1.	Financial Statements	4
	Consolidated Balance Sheets at April 30, 2025 (Unaudited) and July 31, 2024	5
	Consolidated Balance Sheets at October 31, 2025 (Unaudited) and July 31, 2025	5
	Consolidated Statements of Operations for the Nine Months Ended April 30, 2025 and 2024 (Unaudited)	6
	Consolidated Statements of Operations for the Three Months Ended October 31, 2025 and 2024 (Unaudited)	6
	Consolidated Statements of Changes in Stockholders’ Deficit for the Nine Months Ended April 30, 2025 and 2024 (Unaudited)	7
	Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended October 31, 2025 and 2024 (Unaudited)	7
	Consolidated Statements of Cash Flows for the Nine Months Ended April 30, 2025 and 2024 (Unaudited)	9
	Consolidated Statements of Cash Flows for the Three Months Ended October 31, 2025 and 2024 (Unaudited)	8
	Notes to Unaudited Consolidated Financial Statements	109
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2521
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
Part II—Other Information
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	3433
Item 4.	Mine Safety Disclosures	3433
Item 5.	Other Information	3433
Item 6.	Exhibits	34
	Signatures	35

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report ~~includes~~on ~~“forward~~Form 10-~~looking~~Q ~~statements”~~contains ~~within the meaning of the federal securities laws that involve risks and uncertainties. Forward~~forward-looking statements include statements we make concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. ~~When~~ ~~used in this quarterly report~~Specifically, the words “estimates,” “expects,” “anticipates,” “projects,” “forecasts,” “plans,” “intends,” “believes,” “foresees,” “seeks,” “likely,” “may,” “might,” “will,” “should,” “goal,” “target” or “intends” and variations of these words or similar expressions (or the negative versions of any such words) are intended to identify forward-looking statements. ~~All~~may ~~forward-looking~~include statements ~~are based upon information available to us on the date of this~~relating ~~Quarterly Report.~~to:

~~These forward-looking~~● ~~statements are subject to risks, uncertainties and other factors, many of which are outside of~~ our ~~control,~~future ~~that~~financial ~~could cause~~performance; ~~actual~~● ~~results~~changes ~~to differ materially from the results discussed~~ in the ~~forward-looking~~market ~~statements.~~for ~~These~~our ~~risks~~products and ~~uncertainties are~~services; ~~discussed~~● ~~in the “Risk Factors” section of~~ our ~~Annual~~expansion ~~Report~~plans onand ~~Form~~opportunities; ~~10-K~~and ~~for~~● ~~the~~other ~~year~~statements ~~ended~~preceded ~~July 31~~by, ~~2024,~~followed ~~filed~~by ~~with the~~or ~~Securities~~that ~~and~~include ~~Exchange~~the ~~Commission~~words on“estimate,” ~~November~~“plan,” 27“project,” ~~2024~~“forecast,” as“intend,” ~~the~~“expect,” ~~same~~“anticipate,” ~~may~~“believe,” be“seek,” ~~updated~~“target” ~~from~~or ~~time~~similar ~~to time~~expressions.

~~All~~These forward-looking statements ~~attributable~~are tobased uson ininformation ~~this~~available ~~Quarterly Report apply only~~ as of the date ofhereof ~~this~~and ~~Quarterly~~current ~~Report~~expectations, forecasts and ~~are expressly~~assumptions, ~~qualified~~and ininvolve ~~their~~a ~~entirety~~number byof ~~the~~judgments, ~~cautionary~~risks ~~statements~~and ~~included in this Quarterly Report~~uncertainties. ~~Should~~Accordingly, ~~one~~forward-looking orstatements ~~more~~should ofnot ~~these~~be ~~risks~~relied orupon ~~uncertainties~~as representing ~~materialize,~~our orviews ~~should~~as ~~any~~ of ~~our~~any ~~assumptions~~subsequent ~~prove incorrect~~date, ~~actual~~and ~~results~~we ~~may~~do ~~vary~~not ~~in material respects from those projected in these forward-looking statements. We~~ undertake noany obligation to ~~publicly~~ update ~~or revise~~ forward-looking statements to reflect events or ~~circumstances~~ circumstances after the date ~~made~~they orwere tomade, ~~reflect~~whether ~~the~~as ~~occurrence~~a result of ~~unanticipated~~new information, future events or otherwise, except as may be required under byapplicable ~~law~~securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

	●	the level of demand for our products and services;

	●	competition in our markets;

	●	our ability to grow and manage growth profitably;

	●	our ability to access additional capital;

	●	changes in applicable laws or regulations;

	●	our ability to attract and retain qualified personnel;

	●	the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and

	●	other risks and uncertainties indicated herein, including those under “Risk Factors.”

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~OpenLocker~~Crisp ~~Holdings~~Momentum, Inc. and Subsidiaries

		Page(s)
	Pages
Consolidated Balance Sheets		5
Consolidated Balance Sheets as of October 31, 2025 and July 31, 2025 (Unaudited)	5
Consolidated Statements of Operations		6
Consolidated Statements of Operations for the three months ended October 31, 2025 and 2024 (Unaudited)	6
Consolidated Statements of Changes in Stockholders’ Deficit		7 - 8
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended October 31, 2025 and 2024 (Unaudited)	7
Consolidated Statements of Cash Flows		9
Consolidated Statements of Cash flows for the three months ended October 31, 2025 and 2024 (Unaudited)	8
Notes to the Unaudited Consolidated Financial Statements	9 - 20	~~10 - 24~~

~~OpenLocker~~CRISP ~~Holdings~~MOMENTUM, ~~Inc~~INC. ~~and Subsidiaries~~

~~Consolidated~~(FORMERLY ~~Balance~~OPENLOCKER ~~Sheets~~HOLDINGS, INC.)

~~(Unaudited)~~CONSOLIDATED BALANCE SHEETS

	April 30, 2025			July 31, 2024
	October 31, 2025 (Unaudited)			July 31, 2025
Assets
ASSETS
Current Assets
Cash	$	52,~~216~~113,609		$	4305,~~770~~120
Total Assets	$	5,216		$	4,770
Note receivable		2,900,000			–
Liabilities and Stockholders’ Deficit
Other receivable – related party		240,015			–
Total Current Assets		5,253,624			305,120
Intangible assets		370,508
Total Assets	$	5,624,132		$	305,120
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses	$	~~101~~99,~~496~~866		$	~~155~~122,~~519~~505
Accounts payable and accrued expenses - related parties		574			9,432
Accounts payable and accrued expenses – related party		432			200
Accounts payable and accrued expenses		574			9,432
Investment payable		400,000			350,000
Notes payable - net		-			222,863
Deferred revenue – related party		198,000			–
Notes payable - related parties		-			80,000
Notes payable – related party		31,000			31,000
Notes payable		-			80,000
Total Current Liabilities		729,298			503,705
Total Liabilities		~~102~~729,~~070~~298			~~467~~503,~~814~~705
Commitments and Contingencies		-			-
Stockholders’ Deficit
Stockholders’ Equity (Deficit)
Series A, convertible preferred stock - $0.0001 par value, 200,000 shares authorized, zero and 58,415 shares issued and outstanding, respectively.		-			5
Series A, convertible preferred stock, $0.0001 par value, 200,000 shares authorized, no shares are issued and outstanding at October 31, 2025 and July 31, 2025.		–			–
Common stock - $0.0001 par value, 10,000,000,000 shares authorized, 529,359,775 and 41,942,924 shares issued and outstanding, respectively		52,936			4,194
Common Stock, $0.0001 par value; 10,000,000,000 shares authorized, 2,049,621,210 and 1,049,621,210 issued and outstanding, at October 31, 2025 and July 31, 2025, respectively.		204,962			104,962
Additional paid-in capital		1124,~~215~~734,~~336~~958			1018,~~445~~694,~~040~~310
Accumulated deficit		(1120,~~365~~045,~~126~~086	)		(1018,~~912~~997,~~283~~857	)
Total Stockholders’ Deficit		(96,854	)		(463,044	)
Total Stockholders’ Equity (Deficit)		4,894,834			(198,585	)
Total Liabilities and Stockholders’ Deficit	$	5,216		$	4,770
Total Liabilities and Stockholders’ Equity (Deficit)	$	5,6245,132		$	305,120

~~The~~See accompanying notes ~~are~~to ~~an integral part of these unaudited~~ consolidated financial statements.

~~OpenLocker~~CRISP ~~Holdings~~MOMENTUM, ~~Inc~~INC. ~~and Subsidiaries~~

~~Consolidated~~(FORMERLY ~~Statements~~OPENLOCKER ofHOLDINGS, ~~Operations~~INC.)

~~(Unaudited)~~CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended April 30,						For the Nine Months Ended April 30,
	2025			2024			2025			2024
Revenues
Collectibles	$	-		$	4,338		$	126		$	10,598
Sponsorships		-			15,000			-			25,050
Total revenues		-			19,338			126			35,648
Cost of goods sold		-			-			-			1,508
Gross profit		-			19,338			126			34,140
Operating expenses
Software development		313			(290	)		4,917			16,900
General and administrative expenses		79,564			51,217			355,926			636,162
Total operating expenses		79,877			50,927			360,843			653,062
Loss from operations		(79,877	)		(31,589	)		(360,717	)		(618,922	)
Other income (expenses)
Amortization of debt discount		(3,333	)		(17,557	)		(27,137	)		(23,030	)
Loss on conversion of debt		(87,500	)		-			(87,500	)		-
Gain on settlement of debt		63,745			-			63,745			-
Other income		1,000			-			1,000			-
Interest expense		(11,729	)		(4,089	)		(42,234	)		(24,261	)
Total other expenses		(37,817	)		(21,646	)		(92,126	)		(47,291	)
Net loss	$	(117,694	)	$	(53,235	)	$	(452,843	)	$	(666,213	)
Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.02	)
Weighted average number of shares outstanding - basic and diluted		168,074,332			41,652,206			83,661,909			41,519,982

(UNAUDITED)

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

	For the Three Months Ended October 31,
	2025			2024

Revenue
Collectibles	$	–		$	39
Services		2,982			–
Sponsorships		–			–
Total Revenue		2,982			39

Cost of Revenue		–			–

Gross Profit		2,982			39

Operating Expenses
Software development		–			3,816
General and administrative expenses		1,049,979			17,898
Total Operating Expenses		1,049,979			21,714

Loss from Operations		(1,046,997	)		(21,675	)

Other Income (Expense)
Amortization of debt discount		–			(16,721	)
Interest expense		(232	)		(14,857	)
Total Other Expense		(232	)		(31,578	)

NET LOSS	$	(1,047,229	)		(53,253	)

Net Loss Per Share: Basic and Diluted	$	(0.00	)	$	(0.00	)

Weighted Average Number of Shares Outstanding: Basic and Diluted		1,658,316,862			40,675,006

See accompanying notes to consolidated financial statements

~~OpenLocker~~CRISP ~~Holdings~~MOMENTUM, ~~Inc~~INC. ~~and Subsidiaries~~

~~Consolidated~~(FORMERLY ~~Statements~~OPENLOCKER ofHOLDINGS, ~~Changes in Stockholders’ Deficit~~INC.)

~~For~~CONSOLIDATED ~~the~~STATEMENTS ~~Three~~OF ~~and~~CHANGES ~~Nine~~IN ~~Months~~STOCKHOLDERS’ ~~Ended~~EQUITY ~~April 30, 2025 and 2024~~(DEFICIT)

(~~Unaudited~~UNAUDITED)

	Series A, Preferred Stock						Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Amount			Shares		Amount		Capital			Deficit			Deficit
July 31, 2024		58,415		$	5			41,942,924	$	4,194	$	10,445,040		$	(10,912,283	)	$	(463,044	)
Net loss		-			-			-		-		-			(53,253	)		(53,253	)
October 31, 2024		58,415			5			41,942,924		4,194		10,445,040			(10,965,536	)		(516,297	)
Stock issued for services		-			-			1,500,000		150		224,850			-			225,000
Stock issued for cash - common stock		-			-			500,000		50		49,950			-			50,000
Net loss		-			-			-		-		-			(281,896	)		(281,896	)
January 31, 2025		58,415		$	5			43,942,924	$	4,394	$	10,719,840		$	(11,247,432	)	$	(523,193	)
Stock issued for cash - common stock		-			-			426,501,851		42,650		357,350			-			400,000
Conversion of notes payable		-			-			500,000		50		37,450			-			37,500
Conversion of preferred stock to common stock		(58,415	)		(5	)		58,415,000		5,842		(5,837	)		-			-
Gain on forgiveness of related party payables		-			-			-		-		19,033			-			19,033
Loss on conversion of notes payable		-			-			-		-		87,500			-			87,500
Net loss		-			-			-		-		-			(117,694	)		(117,694	)
April 30, 2025		-		$	-			529,359,775	$	52,936	$	11,215,336		$	(11,365,126	)	$	(96,854	)

For the Three Months Ended October 31, 2025 and 2024

	Series A Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount ($)		Shares		Amount ($)		Capital ($)		Deficit ($)			Deficit ($)
Balance July 31, 2024		58,415		5		41,942,924		4,194		10,445,040		(10,912,283	)		(463,044	)

Net loss		–		–		–		–		–		(53,253	)		(53,253	)
Balance October 31, 2024		58,415		5		41,942,924		4,194		10,445,040		(10,965,536	)		(516,297	)

	Series A Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount ($)		Shares		Amount ($)		Capital ($)		Deficit ($)			Deficit ($)
Balance July 31, 2025		–		–		1,049,621,210		104,962		18,694,310		(18,997,857	)		(198,585	)

Stock issued for cash – related party		–		–		1,000,000,000		100,000		5,900,000		-			6,000,000
Stock-based compensation		–		–		-		-		140,648		-			140,648
Net loss		–		–		–		–		–		(1,047,229	)		(1,047,229	)
Balance October 31, 2025		–		–		2,049,621,210		204,962		24,734,958		(20,045,086	)		4,894,834

See accompanying notes to consolidated financial statements

	Series A, Preferred Stock				Common Stock					Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount			Capital		Deficit			Deficit
July 31, 2023		58,415	$	5		40,675,006	$	4,071		$	10,032,335	$	(10,134,087	)	$	(97,676	)
Stock issued for services		-		-		704,644		71			202,608		-			202,679
Recognition of stock-based compensation		-		-		-		-			83,583		-			83,583
Net loss		-		-		-		-			-		(471,973	)		(471,973	)
October 31, 2023		58,415		5		41,379,650		4,142			10,318,526		(10,606,060	)		(283,387	)
Par value true up adjustment		-		-		-		(5	)		5		-			-
Stock issued as debt discount		-		-		225,000		23			46,867		-			46,890
Net loss		-		-		-		-			-		(141,005	)		(141,005	)
January 31, 2024		58,415	$	5		41,604,650	$	4,160		$	10,365,398	$	(10,747,065	)	$	(377,502	)
Balance		58,415	$	5		41,604,650	$	4,160		$	10,365,398	$	(10,747,065	)	$	(377,502	)
Stock issued for services		-		-		30,000		3			9,897		-			9,900
Stock issued as debt discount		-		-		100,000		10			19,990		-			20,000
Net loss		-		-		-		-			-		(53,235	)		(53,235	)
April 30, 2024		58,415	$	5		41,734,650	$	4,173		$	10,395,285	$	(10,800,300	)	$	(400,837	)
Balance		58,415	$	5		41,734,650	$	4,173		$	10,395,285	$	(10,800,300	)	$	(400,837	)

CRISP MOMENTUM, INC.

~~The~~(FORMERLY ~~accompanying~~OPENLOCKER ~~notes~~HOLDINGS, ~~are an integral part of these unaudited consolidated financial statements~~INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Three Months Ended October 31,
	2025			2024
Cash Flows From Operating Activities:
Net Loss	$	(1,047,229	)	$	(53,253	)
Amortization of debt discount		-			16,721
Recognition of stock-based compensation		140,648			–
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(22,639	)		26,952
Accounts payable and accrued expenses - related parties		232			5,199
Deferred revenue – related party		198,000			–
Net Cash Used In Operating Activities		(730,988	)		(4,381	)

Cash Flows From Investing Activities:
Cash paid for intangible assets		(370,508	)		-
Cash acquired in asset acquisition		(2,900,000	)		–
Net Provided By Investing Activities		(3,270,508	)		–

Cash Flows From Financing Activities:
Cash received from investment payable		50,000			–
Cash received for sale of common stock receivable – related party		5,759,985			–
Net Cash Provided by Financing Activities		5,809,985			–

Net Increase (decrease) in Cash		1,808,489			(4,381	)

Cash at Beginning of Year		305,120			4,770

Cash at End of Year	$	2,113,609		$	389

Supplemental disclosure of cash flow information:
Cash paid for interest		-			–
Cash paid for income taxes		-			–

Supplemental disclosure of non-cash investing and financing activities:
Receivable on subscription agreement – related party	$	240,015		$	–

See accompanying notes to consolidated financial statements

~~OpenLocker~~CRISP ~~Holdings~~MOMENTUM, ~~Inc~~INC. ~~and Subsidiaries~~

~~Consolidated~~(FORMERLY ~~Statements~~OPENLOCKER ofHOLDINGS, ~~Cash Flows~~INC.)

~~(Unaudited)~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

	2025			2024
	For the Nine Months Ended April 30,
	2025			2024
Operating activities
Net loss	$	(452,843	)	$	(666,213	)
Adjustments to reconcile net loss to net cash used in operations
Amortization - website		-			2,376
Amortization of operating lease right-of-use asset - related party		-			278
Amortization of debt discount		27,137			23,030
Gain on forgiveness of debt		(63,745	)		-
Loss on conversion of notes payable		87,500			-
Recognition of stock-based compensation		-			83,583
Stock issued for services		225,000			212,579
Changes in operating assets and liabilities
(Increase) decrease in
Accounts receivable		-			8,000
Increase (decrease) in
Accounts payable and accrued expenses		9,722			12,199
Accounts payable and accrued expenses - related parties		10,175			6,133
Deferred revenue		-			(10,050	)
Operating lease liability - related party		-			(498	)
Net cash used in operating activities		(157,054	)		(328,583	)
Financing activities
Proceeds from issuance of notes payable		-			250,000
Proceeds from issuance of notes payable - related parties		-			80,000
Proceeds from the sale of common stock		450,000			-
Repayment of notes payable		(212,500	)		-
Conversion of notes payable to common stock		(80,000	)		-
Net cash provided by financing activities		157,500			330,000
Net decrease in cash		446			1,417
Cash - beginning of period		4,770			15,539
Cash - end of period	$	5,216		$	16,956
Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	4,182
Cash paid for taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities
Stock issued as debt discount	$	-		$	66,890
Conversion of notes payable to common stock	$	37,500		$	-
Conversion of preferred stock tpo common stock	$	5,842		$	-
Forgiveness of debt – related party	$	19,033		$	-

OCTOBER 31, 2025 and 2024

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

OPENLOCKER HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2025

NOTE 1 – ORGANIZATION AND BUSINESS

~~Organization~~The Company was originally incorporated in Delaware in 1986. It changed its domicile to Massachusetts in 1987. Until July 7, 1992, the Company was engaged in the sale of an automated luminometer and ~~Nature~~an accompanying reagent system that measures raw material for microbiological contamination. The Company discontinued operations and liquidated the remaining inventory of ~~Operations~~reagents on April 16, 1993. The Company changed its state of domicile again to Delaware in May 1996 and concurrently changed its name to IMSCO Technologies, Inc. At the time, the Company switched its focus to developing technology that achieves molecular separation with innovative applications of electrostatics. The Company ultimately abandoned these endeavors and continued to go through shifts in its business operations. In 2001, the Company changed its name to Global Sports and Entertainment, Inc. In 2002, it changed its name to GWIN, Inc. The Company changed its name to Winning Edge International, Inc. in 2006 and in 2007, to W Technologies, Inc.

~~OpenLocker~~In ~~Holdings~~June 2021, ~~Inc.~~the ~~and~~Company ~~its~~closed ~~subsidiaries~~upon ~~OpenLocker,~~a ~~Inc.~~share ~~(collectively~~exchange ~~“OpenLocker,”~~agreement ~~“OL,”~~with ~~“we,”~~Krypto ~~“us,” “our”~~Ventures orpivoting the “Company”) isinto ~~dedicated~~the toblockchain ~~offering marketing solutions for collegiate and professional sports organizations~~technology and ~~athletes~~digital toasset ~~deepen~~business. ~~fan~~In ~~engagement~~November ~~through innovative collectibles~~2021, ~~membership~~the ~~rewards,~~Company ~~exclusive~~redeemed ~~events~~a ~~and~~large ~~experiences.~~portion ~~The~~of ~~OpenLocker mission~~the iscommon tostock ~~empower~~issued ~~athletes~~in bythe ~~monetizing~~Krypto ~~their Name, Image and Likeness (“NIL”) with autographed collectibles, meaningful~~Ventures ~~fan~~transaction ~~experiences~~ and ~~partnerships~~current ~~with~~management ~~local~~took ~~merchants,~~over ~~regional~~the ~~and~~Company ~~national brands~~operations. ~~OpenLocker~~Effective ~~has~~December ~~fan~~31, ~~communities~~2021, at the ~~University of~~Company ~~Florida~~changed ~~(Gataverse),~~its ~~Florida~~name Atlantic University (PowerOwls Club) and Radford University (RowdyRedz) and is focusing on building club membership rewards programs. By partnering with local businesses as well as regional and national brands who can offer perks and rewards to ~~community members~~“Descrypto Holdings, ~~OpenLocker is able to create demand and further engage fans and the local community~~Inc.”

On ~~April~~December 95, ~~2025~~2022, the Company ~~entered~~changed ~~into~~its acorporate ~~Stock~~name ~~Purchase~~to ~~Agreement~~OpenLocker ~~with five purchasers (the “Buyers”)~~Holdings, ~~pursuant~~Inc. ~~to which the Company agreed to issue~~ and ~~sell~~effective toDecember ~~the Buyers a total of 426~~9,~~501,851~~ ~~shares of common stock for a total purchase price of $400~~2022,~~000. The~~ ~~shares issued to~~ the ~~Buyers~~trading ~~pursuant to the Purchase Agreement constitute 80% of the shares of common stock of the Company outstanding~~symbol onfor ~~a fully diluted basis immediately following~~ the ~~closing. As a condition to closing, the parties agreed that all persons who were holders of 5% or more of the~~ Company’s common stock ~~immediately~~changed ~~prior the closing must enter into a lock-up agreement with the Company, pursuant~~ to ~~which such persons agreed that they will not sell or transfer (subject to certain customary exceptions) any shares of the Company’s common stock for a period of 12 months following the closing~~“OLKR”. In ~~addition,~~October at2022 the ~~closing, (i) Laura Anthony resigned from her positions as a director and officer of the~~ Company, ~~(ii)~~uplisted ~~Howard~~to ~~Gostfrand and Brian Klatsky resigned from their positions as officers of~~ the ~~Company,~~OTCQB ~~and~~Venture ~~(iii) Renger van den Heuvel was appointed as the Chief Executive Officer of the Company and as a member of the Company’s Board of Directors~~Market.

On July 11, 2025, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Crisp Momentum Inc., a Delaware corporation (the “Target”), and Digital Knight S.á.r.l., a Luxembourg company (the “Seller”), pursuant to which the Company agreed to purchase all of the outstanding shares of capital stock of the Target from the Seller in exchange for an aggregate of 35,600,000 shares of the Company’s common stock (the “Crisp Transaction”).

On August 28, 2025, following the consummation of the Crisp Transaction, the Company changed its name to “Crisp Momentum Inc.” and, effective August 28, 2025, the trading symbol for the Company’s common stock changed to “CRSF”.

NOTE 2 – GOING CONCERN

~~These~~The ~~unaudited~~accompanying consolidated financial statements have been prepared on a going -concern basis, which contemplates the realization of assets and the ~~settlement~~satisfaction of liabilities ~~and commitments~~ in the normal course of business.

As reflected in the accompanying ~~unaudited~~ consolidated financial statements, for the ~~nine~~three months ended ~~April~~October 3031, 2025, the Company had:

●	~~Net loss of $452,843; and~~●	Net loss of $1,047,229; and
●	~~Net cash used in operations of $157,054~~●	Net cash used in operations of $730,988

Additionally, at ~~April~~October 3031, 2025, the Company had:

● Accumulated deficit of $11,365,126 ● Stockholders’ deficit of $96,854; and ● Working capital deficit of $96,854

	●	Accumulated deficit of $20,045,086; and
	●	Working capital surplus of $4,524,326

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $52,~~216~~113,609 at ~~April~~October 3031, 2025. Although the Company intends to raise additional debt or equity capital, the Company expects to continue to incur significant losses from operations and have negative cash flows from operating activities for the near-term. These losses could be significant as operations ramp up along with continuing expenses related to compensation, professional fees, and regulatory ~~are incurred~~fees.

109

The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended ~~April~~July 3031, 2026, and our current capital structure including equity-based instruments and our obligations and debts.

The Company has satisfied its obligations from the issuance of common stock and notes payable; however, there is no assurance that such successful efforts will continue during the twelve months subsequent to the date these ~~unaudited~~ consolidated financial statements are issued.

If the Company does not obtain additional capital (debt and/or equity based financing), the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels. In addition, the Company and its new management team is committed to acquiring revenue-generating entities, and executing on its newly evolving business plan, that is anticipated to contribute to future profitability.

These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these ~~unaudited~~ consolidated financial statements are issued. The unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the unaudited consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

~~Management’s~~The ~~strategic~~consolidated ~~plans~~financial statements do not include any adjustments relating to the ~~following:~~recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

● Pursuing additional capital raising opportunities; ● Continuing to explore and execute prospective partnering or distribution opportunities; ● Identifying strategic acquisitions; and ● Identifying unique market opportunities that represent potential positive short-term cash flow.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The ~~accompanying~~Company’s ~~unaudited~~ consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ~~for~~(“GAAP”). ~~interim~~The preparation of consolidated financial statements ~~(“U.S.~~in conformity with GAAP”) requires management to make estimates and ~~with~~assumptions that affect the ~~instructions~~reported toamounts ~~Form~~of ~~10-Q~~assets and liabilities and disclosure of contingent ~~Article~~assets 8and liabilities at the date of ~~Regulation~~the ~~S-X~~consolidated financial statements and the reported amounts of revenues and expenses during the ~~United~~reporting ~~States~~period. ~~Securities~~Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and ~~Exchange~~maintaining ~~Commission~~a ~~(“SEC”)~~system of internal accounting control and preventing and detecting fraud. ~~Accordingly~~The Company’s system of internal accounting control is designed to assure, ~~they~~among doother ~~not~~items, ~~contain~~that (1) recorded transactions ~~all~~are ~~information~~valid; (2) valid transactions are recorded; and ~~footnotes~~(3) ~~required~~transactions byare ~~accounting~~recorded ~~principles~~in ~~generally~~the ~~accepted~~proper period in a timely manner to produce consolidated financial statements which present fairly the ~~United~~financial ~~States~~condition, results of ~~America~~operations ~~for~~and ~~annual~~cash ~~financial~~flows of the Company for ~~statements~~the respective periods being presented.

In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of April 30, 2025, and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended April 30, 2025, are not necessarily indicative of the operating results for the full fiscal year or any future period.

These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2024, filed with the SEC on November 27, 2024.

Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the cons

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with GAAP. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

Business Combinations

The Company accounts for business combinations using the acquisition method in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, “Business Combinations,” which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition.

Cash and Cash Equivalents

The Company accounts for cash and cash equivalents under ~~Financial Accounting Standards Board (“~~FASB”) ~~Accounting Standards Codification (“~~ASC”) 305, “Cash and Cash Equivalents,” and considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

~~The~~At ~~Company~~October ~~is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC~~31, ~~which is $250,000. At April 30,~~ 2025 and July 31,~~2024~~ 2025, respectively, the Company did not ~~experience~~ have any ~~losses on~~ cash ~~balances in excess of FDIC insured limits~~equivalents.

~~Advertising~~The ~~Costs~~Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. At October 31, 2025 and July 31, 2025, the Company did not experience any losses on cash balances in excess of FDIC insured limits.

Advertising ~~costs are expensed as incurred. Advertising costs are included as a component of general~~ and ~~administrative~~Promotion ~~expense in the unaudited consolidated statements of operations.~~Costs

~~For~~Advertising ~~the~~and ~~nine~~promotion ~~months~~costs ~~ended~~are ~~April~~expensed ~~30,~~as ~~2025~~incurred. ~~and~~Advertising ~~2024,~~costs ~~the~~are ~~Company~~included ~~incurred~~as ~~marketing~~a component of general and ~~advertising~~administrative ~~costs~~expense ofin the ~~$821~~consolidated ~~and~~statements ~~$68,898,~~of ~~respectively~~operations.

For the three months ended October 31, 2025 and 2024, the Company expensed $340,499 and $7,285, respectively, in marketing and advertising costs.

Revenue Recognition

The Company records transactions in accordance with ASU 2014-09, “Revenue from Contracts with Customers” and all subsequent amendments to the ASU (collectively, “ASC 606”). In accordance with ASC 606, revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Currently, all revenue streams contain a single performance obligation. There are no penalties for contract termination by either party.

~~OpenLocker~~The Company generates revenue from ~~two~~three main sources; in its business, (1) ~~our~~ collectibles, ~~and~~ (2) sponsorship revenues. ~~Our~~and ~~performance obligations are complete at a point in time related to the transfer of a digital access pass or sale of a sponsorship to its customer~~ (~~final or ultimate end-user purchaser/collector~~3). ~~Currently,~~IT ~~all revenue streams contain a single performance obligation~~services. ~~There are no penalties for contract termination by either party.~~

The following represents the Company’s disaggregation of revenues for the nine months ended April 30, 2025 and 2024:

SCHEDULE OF DISAGGREGATION OF REVENUE

	Nine Months Ended April 30,
	2025					2024
Revenues	Revenue		% of Revenues			Revenue		% of Revenues
Collectibles	$	126		100	%	$	10,598		30	%
Sponsorship		-		0	%		25,050		70	%
Total Revenues	$	126		100	%	$	35,648		100	%

Collectibles

All payments are received from third-party payment processing providers. The Company receives payments from sales on its primary marketplace (Shopify site) as well as two other sources. Each of these sources of payment relate to the completion of a single performance obligation completed at a point in time, which occurs upon the transfer of a digital access pass and where no further performance obligations are required. At the point of sale, the Company grants all rights in the intellectual property to the customer.

Payments from customers (all paid in cash) are received as follows:

	●	Shopify payouts from credit/debit cards transactions typically occur 2-3 days after date of sale; and
	●	PayPal payments are received same day

●

Shopify payouts from credit/debit cards transactions typically occur 2-3 days after date of sale; and

●

PayPal payments are received same day

Shipping fees collected from customers for physical collectibles are included with revenues received from Shopify payouts. Prior to the product shipping, any amounts received in advance are accounted for as contract liabilities (deferred revenue).

The Company controls the collectibles via digital access pass prior to a sale and acts as the principal in these transactions.

For the three months ended October 31 31, 2025 and 2024, the Company recognized $0 and $39 of collectibles revenues respectively.

Sponsorships

The Company generates revenues from sponsorship arrangements, in which the customer sponsors an athlete, event or sports team. In exchange for the sponsorship, the customer receives specified brand recognition and other benefits over a set period of time and will recognize revenue on a straight-line basis over the time period specified in the contract. Related performance obligations for sponsorship arrangements are recognized ratably over this period of time.

The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included on the ~~unaudited~~ consolidated balance ~~sheets~~ sheets as contract liabilities (deferred revenues). Contractually due, unpaid sponsorship revenue is included in accounts receivable on the ~~unaudited~~ consolidated balance sheets.

~~At April~~For ~~30,~~the ~~2025~~three ~~and~~months ~~July~~ended October 31, 2025 and 2024, the Company ~~had contract liabilities of~~ recognized $0 ~~and~~of ~~$0,~~sponsorship ~~respectively~~revenues.

~~For~~IT ~~the nine months ended April 30, 2025 and 2024, the Company recognized $0 and $25,050 of sponsorship revenues from zero and one customer, respectively.~~Services

~~Cost~~The ofCompany ~~Goods~~generates ~~Sold~~revenue by providing IT services to customers. Revenue is recognized once the Company has performed the service and control is transferred to the customer.

~~Cost~~At ofOctober ~~goods~~31, ~~sold~~2025 ~~primarily~~and ~~are~~2024, ~~comprised~~the ~~primarily~~Company ofhad ~~web~~contract ~~development~~liabilities ~~and~~of ~~graphic~~$0 ~~design~~and ~~costs~~$0, respectively.

13For the three months ended October 31, 2025 and 2024, the Company recognized $2,982 and $0 in service revenue, respectively.

Software Development Costs

Internal-use software development costs are accounted for in accordance with ASC 350-40, “Internal-Use Software”. The costs incurred in the preliminary stages of development are expensed as research and development costs as incurred.

Once an application has reached the development stage, internal and external costs incurred to develop internal-use software are capitalized and amortized on a straight-line basis over the estimated useful life of the software (typically three 3 to five years).

Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful life of the software.

The Company reviews the carrying value for impairment whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Amortization expense related to capitalized internal-use software development costs will be included in cost of goods sold in the statements of operations.

For the nine months ended April 30, 2025 and 2024, the Company incurred software development costs of $4,917 and $16,900, respectively.

Segment Reporting

~~Operating~~Effective for the fiscal year ended July 31, 2025, the Company adopted the provisions of ASC 2023-07, “Segment Reporting” (Topic 280): Improvements to Reportable Segment Disclosures. Operating segments are components of an enterprise about which separate financial information is available and is evaluated regularly by management, namely the Chief Operating Decision Maker (“CODM”) of an organization, in order to determine operating and resource allocation decisions. By this definition, the Company has identified its Chief Executive Officer as the CODM. The CODM has ~~identified~~determined the Company as ~~managing~~to ~~its~~have ~~business~~one ~~as a single~~ operating ~~segment~~segments.

The Company has one operating segment – Services. The Services segment is comprised of providing IT services to customers and had $0 of total assets at October 31, 2025 and July 31, 2025. Unallocated assets held at the corporate level totaled $5,624,132 and $305,120 at October 31, 2025 and July 31, 2025, respectively.

The Company chooses to disclose the following in its segment reporting requirements:

	Unallocated
	Corporate
	Overhead			Services
Segment Revenue
Sales of collectibles	$	-		$	2,982
Total Segment Revenue		-			2,982

Cost of Revenue		-			-

Gross Profit		-			2,982

Operating Expenses
General and administrative		1,049,979			-
Segment Operating Expenses		1,049,979			-

Segment Profit (Loss)	$	(1,049,979	)	$	2,982

Income Taxes and Valuation Allowance

The Company accounts for income taxes under ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred ~~tax~~taxes ~~assets and liabilities~~ of a change in tax rates is recognized inas income or loss in the period ~~the~~ ~~enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not~~ that ~~the Company~~includes ~~will not realize tax assets through future operations. All of~~ the ~~Company’s~~enactment ~~deferred tax assets were offset by a full valuation allowance at July 31, 2024~~date.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of July 31, 2025 and 2024, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the years ended July 31, 2025 and 2024, respectively.

Financial Instruments

ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

The three levels of the fair value hierarchy are described below:

	Level 1 -	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

	Level 2 -	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

	Level 3 -	Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2025. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.

The Company’s financial instruments, including cash, accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, notes payable and notes payable – related parties are carried at historical cost. At ~~April~~October 3031, 2025 and July 31, ~~2024~~ 2025, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of ~~these~~ these instruments.

ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments.

The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. At April 30, 2025 and July 31,2024, the Company did not experience any losses on cash balances in excess of FDIC insured limits.13

Related Parties

The Company follows ASC 850-10, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. ~~The~~Pursuant ~~Company~~to ~~leases~~ASC ~~office~~850-10-20, ~~space~~related ~~from~~parties aninclude: ~~entity~~a) ~~that~~affiliates isof ~~controlled~~the byCompany; b) principal owners of the ~~CEO~~Company; ~~and~~c) ~~Director~~management of the Company~~. In~~; ~~addition~~d) ~~this~~other ~~related~~parties with which the Company may deal if one party ~~has~~controls ~~provided~~or ~~working~~can ~~capital~~significantly influence the management or operating policies of the other to an extent that one of the ~~Company~~transacting onparties might be prevented from fully pursuing its own separate interests; and e) other parties that can significantly influence the ~~line~~management or operating policies of ~~credit~~the ~~facility~~transacting itparties ~~has~~or ~~extended~~that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the ~~Company~~transacting parties might be prevented from fully pursuing its own separate interests.

Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) principal owners of the Company; c) management of the Company; d) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and e) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

See ~~Note~~Notes 4 and 5.

Leases

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases (“ASC 840”). The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement, over the expected term on a straight-line basis. We determine if an arrangement is a lease at inception. The Company recognizes ROU assets and lease liabilities for leases with terms greater than 12 months or leases that contain a purchase option that is reasonably certain to be exercised. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the statement of operations. In addition, a lessor is required to classify leases as either sales-type, financing or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as financing. If the lessor does not convey risk and rewards or control, the lease is treated as operating. We determine if an arrangement is a lease, or contains a lease, at inception and record the lease in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data.

We may have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and the lease component, if accounted for separately, would be classified as an operating lease.

We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.

Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations.

Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred.

Original Issue Discount/Debt Discount

For certain notes issued, the Company may provide the debt holder with an original issue discount or issue shares of common stock classified as a debt discount. These discounts reduce the face amount of the note and are amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations.

Debt Issue Cost

Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations.

Software Development Costs

For the three months ended October 31, 2025 and 2024, the Company expensed $0 and $3,816, respectively, in software development costs.

Loss Contingencies

From time to time the Company may be subject to various legal proceedings and claims that arise in the ordinary course of business. On at least a quarterly basis, consistent with ASC 450-20-50-1C, if the Company determines that there is a reasonable possibility that a material loss may have been incurred, or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will record it in its accounts and as a liability on the consolidated balance sheet.

Goodwill and Impairment

In financial reporting, goodwill is not amortized but is tested for impairment annually (each July 31) or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level.

The Company uses qualitative factors according to ASC 350-20-35-3 to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount.

There were no goodwill impairment losses recorded during the three months ended October 31, 2025 and 2024, respectively.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets.

Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations.

Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

There were no impairments recorded during the three ~~and nine~~ months ended ~~April~~October 3031, 2025 and 2024, respectively.

Goodwill

In financial reporting, goodwill is not amortized, but is tested for impairment annually (each July 31) or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level.

The Company uses qualitative factors according to ASC 350-20-35-3 to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount.

There were no impairment losses recorded during the three and nine months ended April 30, 2025 and 2024, respectively.

Intangible Assets

Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Indefinite-lived intangible assets are reviewed for impairment annually. The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

~~There~~Three ~~were~~Months noEnded ~~impairment~~October ~~losses recorded during the three and nine months ended April 30~~31, 2025 ~~and 2024, respectively.~~

~~Long-lived~~During ~~Assets~~the three months ended October 31, 2025, the Company capitalized $370,508 in development of certain media and technology platforms for delivery of the media for future use. The assets are expected to have a useful life of 3 years and will be amortized as such once the project is completed.

Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.”

If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

There were no impairments recorded during the three and nine months ended April 30, 2025 and 2024.

~~Original~~Three ~~Issue~~Months ~~Discount/Debt~~Ended ~~Discount~~October 31, 2024

~~For~~There ~~certain~~was ~~notes~~no ~~issued,~~capitalization ~~the~~of ~~Company may provide the debt holder with an original issue discount~~ or ~~issue~~impairment ~~shares~~losses of ~~common~~intangible ~~stock~~assets ~~classified as~~recorded aduring ~~debt discount. These discounts reduce~~ the ~~face~~three ~~amount~~months ofended ~~the~~October ~~note and are amortized to interest expense over the life of the debt~~31, in ~~the Unaudited Consolidated Statements of Operations~~2024.

~~Debt~~Long-lived ~~Issue Cost~~Assets

~~Debt~~Long-lived ~~issuance~~assets ~~cost~~such ~~paid~~as tofixed ~~lenders,~~assets orand ~~third~~identifiable ~~parties~~intangibles are ~~recorded~~reviewed asfor ~~debt~~impairment ~~discounts~~whenever facts and ~~amortized~~circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to ~~interest~~be ~~expense~~held ~~over~~and used are recognized based on the ~~life~~fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, ~~underlying~~or ~~debt~~independent ~~instrument~~appraisals, inif required. If the ~~Unaudited~~carrying ~~Consolidated~~amount ~~Statements~~of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of ~~Operations~~the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.

Leases

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases (“ASC 840”). The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement, over the expected term on a straight-line basis. We determine if an arrangement is a lease at inception. The Company recognizes ROU assets and lease liabilities for leases with terms greater than 12 months or leases that contain a purchase option that is reasonably certain to be exercised. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. Operating leases are included in operating lease ROU assets and operating lease liabilities on our consolidated balance sheets. Finance leases are included in finance lease assets, current finance lease liabilities, and long-term finance lease liabilities on our consolidated balance sheets.

The Company’s ROU assets and lease liabilities are recognized on the lease commencement date in an amount that represents the present value of future lease payments over the lease term. The Company utilizes its collateralized incremental borrowing rate commensurate to the lease term as the discount rate for its leases unless the Company can specifically determine the lessor s implicit rate. Certain lease contracts contain non-lease components such as maintenance and utilities. The Company has made a policy election to not separate the lease and non-lease components, and thus recognize a single lease component for all of its right-of-use assets and liabilities.

In evaluating contracts to determine if they qualify as a lease, the Company considers factors such as if it has obtained substantially all of the rights to the underlying asset through exclusivity, if the Company can direct the use of the asset by making decisions about how and for what purpose the asset will be used and if the lessor has substantive substitution rights. Furthermore, the Company assesses whether it is reasonably certain to exercise options to extend or terminate a lease considering all relevant factors that create economic incentive to exercise such options, including asset, contract, market, and entity-based factors. These evaluations may require significant judgment.

See Note 9.

Stock-Based Compensation

FASB ASC 718 “Compensation – Stock Compensation,” prescribes accounting and reporting standards ~~for~~using ~~all~~the ~~stock~~fair value-based ~~payments~~method. ~~award~~Under tothis ~~employees~~method, ~~including~~compensation ~~employee~~cost ~~stock~~is ~~options,~~measured ~~restricted~~at ~~stock,~~the ~~employee~~grant ~~stock~~date ~~purchase~~based ~~plans~~on ~~and~~the ~~stock~~value ~~appreciation rights,~~of ~~may~~the beaward ~~classified~~and asis ~~either~~recognized ~~equity~~over orthe service ~~liabilities.~~period, ~~The~~which ~~Company~~is ~~determines~~usually ifthe avesting ~~present~~period. ~~obligation~~This toguidance ~~settle~~establishes ~~the~~standards ~~share-based~~for ~~payment transaction~~the inaccounting ~~cash~~for ortransactions ~~other~~in ~~assets~~which an ~~exists.~~entity Aexchanges ~~present~~its ~~obligation~~equity toinstruments ~~settle~~for ingoods ~~cash~~ or ~~other~~services. ~~assets~~It ~~exists~~also ~~if:~~addresses ~~(a)~~transactions ~~the~~in ~~option~~which toan ~~settle by~~entity ~~issuing~~incurs ~~equity~~liabilities in ~~instruments~~exchange ~~lacks~~for ~~commercial~~goods ~~substance~~ or ~~(b)~~services ~~the~~that ~~present~~are ~~obligation~~based ison ~~implied~~the ~~because~~fair value of anthe entity’s ~~past~~equity ~~practices~~ instruments or ~~stated~~that ~~policies.~~may ~~If a present obligation exists, the transaction should~~ be ~~recognized~~settled ~~as a liability; otherwise,~~ by the ~~transaction~~issuance ~~should be~~of ~~recognized~~those as equity instruments.

17When determining fair value of stock options, the Company considers the following assumptions in the Black-Scholes model:

~~The Company~~● ~~accounts~~Exercise ~~for~~price ~~stock-based~~● ~~compensation~~Expected ~~issued~~dividends to● ~~non-employees~~Expected ~~and~~volatility ~~consultants~~● ~~in accordance with the provisions of FASB ASC 505~~Risk-~~50 “Equity~~free –interest Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services receivedrate; orand ~~(b)~~● ~~the~~Expected ~~equity~~life ~~instruments issued. The fair value~~ of ~~the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.~~option

Stock Warrants

In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards.

The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a binomial pricing model.

Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants (for services) are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period.

Earnings (~~Loss~~loss) per ~~Share~~share

~~Pursuant~~Basic toincome ~~ASC 260-10-45, basic earnings~~ (loss) per ~~common~~ share is computed by dividing net income (loss) attributable to common stockholders by the weighted average ~~number~~common shares ofoutstanding for the period. Diluted income (loss) per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of ~~common~~incremental shares issuable upon the exercise of stock ~~outstanding~~options ~~for~~and warrants and upon the conversion of notes. In periods ~~presented~~in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. For the three months ended October 31, 2025 and 2024, the Company had the following potentially dilutive equity securities:

Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive.

	October 31, 2025		October 31, 2024
Series A, convertible stock (1 to 1,000 into common stock)		-		58,415,000
Stock options (exercise prices $0.12 to $0.70 per share)		2,342,539		2,342,539
Warrants (exercise price $1/share)		206,763,875		1,425,000
Total common stock equivalents		209,106,414		62,182,539

~~For the nine months ended April 30, 2025 and 2024, the Company had the following potentially dilutive equity securities:~~17

SCHEDULE OF POTENTIALLY DILUTIVE EQUITY SECURITIES

	April 30, 2025		April 30, 2024
Series A, convertible preferred stock (1 to 1,000 into common stock)		-		58,415,000
Series A, convertible preferred stock (1 to 1,000 into common stock)		-		58,415,000
Stock options (exercise prices $0.12 - $0.70/share)		2,342,539		2,342,539
Warrants (exercise price $1/share)		1,425,000		1,425,000
Total common stock equivalents		3,767,539		62,182,539

Recently Issued Accounting Pronouncements

We have reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. ~~ASU~~We ~~2022-02~~recently –adopted ~~Financial~~and ~~Instruments~~retroactively –applied ~~Credit~~ASU ~~Losses~~2023-07, ~~(Topic~~“Segment ~~326): Troubled Debt Restructurings and Vintage Disclosures~~Reporting.”

18NOTE 4 – OTHER RECEIVABLE – RELATED PARTY

InThe ~~March~~Company ~~2022~~sold and issued 1,000,000 shares at $0.006/share for a total price of $6,000,000 to related party. The Company received $2,999,985 on the ~~FASB~~issuance date and issued ~~ASU~~a ~~2022-02~~note in the amount of $3,000,000 ~~which:~~at 6% interest. As of October 31, 2025, the Company received an additional $2,760,000 on the receivable and received the remaining $240,015 and accrued interest on the note in November 2025 satisfying the full $6,000,000 sale of stock. As the outstanding funds were received subsequent to October 31, 2025, the Company recorded an other receivable – related party for the $240,015 balance owed.

●NOTE 5 ~~Eliminates~~– ~~the~~NOTES ~~troubled~~PAYABLE debt restructuring (TDR) model for creditors under ASC 310, “Receivables.” ● Requires enhanced vintage disclosures related to credit losses, including gross write-offs by year of origination. ● Updates the accounting guidance under ASC 326, “Financial Instruments – ~~Credit~~RELATED ~~Losses,” to enhance disclosures regarding loan refinancings and restructurings for borrowers experiencing financial difficulty.~~PARTY

The ~~Company~~following ~~adopted~~represents ~~ASU~~a ~~2022-02~~summary onof ~~January~~the 1,Company’s ~~2023.~~notes ~~The~~payable ~~adoption~~– ~~did~~related ~~not~~parties ~~have~~at aOctober ~~material~~31, ~~impact~~2025 onand ~~the~~July ~~Company’s~~31, ~~consolidated financial statements.~~2025:

ASU 2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

Issue Date	Maturity Date	Interest Rate			Default Interest Rate			Related Party	Collateral	October 31, 2025		July 31, 2025
May 2025	May 2026		3	%		3	%	Major Shareholder	Unsecured	$	31,000	$	31,000
										$	31,000	$	31,000

InNOTE ~~November~~6 ~~2023,~~– ~~the~~NOTE ~~FASB issued ASU 2023-07, which enhances disclosure requirements for reportable segments by:~~RECEIVABLE

●On ~~Requiring~~September ~~enhanced~~5, ~~disclosures~~2025, ofthe ~~significant~~Company, ~~segment~~as ~~expenses.~~Lender, ●entered ~~Aligning~~into ~~segment~~a ~~reporting~~Convertible Loan ~~requirements~~Agreement with ~~information~~Banji ~~regularly~~Step ~~reviewed~~K.K., a Japanese company, providing financing in the principal amount of $2,900,000. The loan is guaranteed by ~~management~~Motoko Yorozu, the sole shareholder of the Borrower. The note accrues interest at rate of 6% per annum and has a maturity date of September 5, 2026.

~~The~~NOTE ~~Company~~7 ~~adopted~~– ~~ASU 2023-07 on January 1, 2024. The adoption did not have a material impact on the Company~~STOCKHOLDERS’s ~~consolidated financial statements.~~DEFICIT

~~Recently~~The ~~Issued~~Company ~~Accounting~~has ~~Standards~~two ~~Not~~(2) ~~Yet~~classes ~~Adopted~~of stock at October 31, 2025 and July 31, 2025:

ASU 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by:

● Standardizing and disaggregating rate reconciliation categories. ● Requiring disclosure of income taxes paid by jurisdiction.

This ASU is effective for annual periods beginning after December 15, 2024, and may be applied on a prospective or retrospective basis. Early adoption is permitted.

The Company is currently assessing the impact of ASU 2023-09 on its income tax disclosures and reporting requirements.

Other Accounting Standards Updates

The FASB has issued various technical corrections and industry-specific updates that are not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

NOTE 4 – NOTES PAYABLE

The following represents a summary of the Company’s notes payable at April 30, 2025 and July 31, 2024:

SCHEDULE OF NOTES PAYABLE

					Default
Issue Date Date	Maturity Date	Interest Rate			Interest Rate			Collateral	April 30, 2025		July 31, 2024
August 2023	August 2024		10	%		20	%	Unsecured	$	-	$	150,000
November 2023	November 2024		10	%		20	%	Unsecured		-		50,000		1
December 2023	December 2024		10	%		20	%	Unsecured		-		25,000		2
April 2024	April 2025		10	%		20	%	Unsecured		-		25,000		3
										-		250,000
								Less: unamortized debt discount		-		(27,137	)
								Notes payable - net	$	-	$	222,863

1 - In connection with the issuance of this $50,000 note, the Company also issued 100,000 shares of common stock. The issuance of the common stock was considered a debt discount. The fair value of the common stock was $21,890, based upon the quoted trading price ($0.2189/share) and is being amortized over the life of the note.

2 - In connection with the issuance of this $25,000 note, the Company also issued 125,000 shares of common stock. The issuance of the common stock was considered a debt discount. The fair value of the common stock was $25,000, based upon the quoted trading price ($0.20/share) and is being amortized over the life of the note.

3 - In connection with the issuance of this $25,000 note, the Company also issued 100,000 shares of common stock. The issuance of the common stock was considered a debt discount. The fair value of the common stock was $20,000, based upon the quoted trading price ($0.20/share) and is being amortized over the life of the note.

Pursuant to the agreement associated with the transition to current management on April 9, 2025, the Company repaid $212,500 of the principal in settlement of the notes above. In connection with the settlement agreements, the holders agreed to forgive all interest accrued on the notes totaling $49,995. Also in connection with the settlement of the notes, $37,500 in principal was converted into 500,000 shares common stock of the Company. As the notes were not previously convertible, the Company evaluated the conversion for gain/loss and determined that there was a loss due to the conversion based on the quoted closing price on the date of settlement in the amount of $87,500 which is recorded as other expense on the income statement

Interest expense on the notes for the three- and nine-months ended April 30, 2025, was recognized in the amount of $10,171 and $29,597, respectively.

See Note 6.

NOTE 5 – NOTES PAYABLE – RELATED PARTIES

The following represents a summary of the Company’s notes payable – related parties at April 30, 2025 and July 31, 2024:

SCHEDULE OF NOTES PAYABLE RELATED PARTIES

					Default
Issue Date Date	Maturity Date	Interest Rate			Interest Rate			Collateral		Related Party	April 30, 2025		July 31, 2024
August 2023	August 2024		10	%		20	%		Unsecured	Chief Executive Officer/Director	$	-	$	40,000
August 2023	August 2024		10	%		20	%		Unsecured	President/Director		-		40,000
											$	-	$	80,000

The Company had the following activity related to its note payable – related parties during the nine months ended April 30, 2025:

SCHEDULE OF ACTIVITY RELATED TO NOTES PAYABLE RELATED PARTIES

Balance - July 31, 2023	$	80,000
No activity		-
Balance - July 31, 2024		80,000
Activity – note repayments		(80,000	)
Balance – April 30, 2025	$	-

Pursuant to the agreement associated with the transition to current management on April 9, 2025, the Company repaid $80,000 in settlement of the notes payable due to related parties. As part of the settlement agreement, the holders of the notes payable due to related parties agreed to forgive all accrued interest in connection with these notes. As the forgiveness of the accrued interest was a related party transaction, the gain of $19,033, was recorded in additional-paid-in-capital.

Interest expense on related party notes for the three- and nine-months ended April 30, 2025, was recognized in the amount of $2,992 and $11,035, respectively.

NOTE 6 – STOCKHOLDERS’ DEFICIT

The Company has two (2) classes of stock at April 30, 2025 and July 31,2024:

Class A Common Stock

- 10,000,000,000 shares authorized ~~- 529,359,775 and 41,942,924 issued and outstanding, respectively - Par value - $0.0001 - Voting at 1 vote per share~~

2,049,621,210 and 1,049,621,210 issued and outstanding, respectively

Par value - $0.0001

Voting at 1 vote per share

Series A, Convertible Preferred Stock

- 200,000 shares authorized - Zero (0) and 58,415 issued and outstanding, respectively - Par value - $0.0001 - Conversion ratio – 1 share of Series A converts into 1,000 shares of common stock (zero and 58,415,000 shares, respectively) - Voting on an if converted basis of 1,000 votes per share - Eligible for dividends/distributions if declared by the Board of Directors - Liquidation preference – none

~~Equity Transactions~~- ~~for~~0 ~~the~~issued ~~Nine~~and ~~Months Ended April 30, 2025~~ outstanding

Par value - $0.0001

Conversion ratio – 1 share of Series A converts into 1,000 shares of common stock

Voting on an if converted basis of 1,000 votes per share

Eligible for dividends/distributions if declared by the Board of Directors

Liquidation preference - none

Equity Transactions for the Three Months ended October 31, 2025

Stock Issued for Cash

OnThe ~~November~~Company 13sold and issued 1,000,000 ~~2024~~shares at $0.006/share for a total price of $6,000,000 ~~the~~to related party. The Company ~~sold~~received ~~500~~$2,999,985 on the issuance date and issued a note in the amount of $3,000,000 ~~shares~~at 6% interest. As of ~~common~~October ~~stock~~31, ~~for~~2025, the Company received an additional $502,760,000 (on the receivable and received the remaining $0240,015 and accrued interest on the note in November 2025 satisfying the full $6,000,000 sale of stock.~~10/share)~~ As the outstanding funds were received subsequent to October 31, 2025, the Company recorded an other receivable – related party for the $240,015 balance owed.

OnNOTE ~~April,~~8 9,– ~~2025,~~INVESTMENT ~~pursuant to the agreement associated with the transition to current management, the Company issued and sold 426,501,851 common shares for $400,000 ($0.00094/share).~~PAYABLE

OnIn ~~April~~connection 9,with the Crisp acquisition in fiscal year 2025, ~~pursuant~~the company acquired an investment agreement whereby the investor agreed to lend the Company up to $750,000 to aid in funding the development of certain art and media content. The agreement ~~associated~~states the investment is to be repaid from the earnings at a rate of 110% of the funds invested. The recoupment amount will be repaid with net revenues from the ~~transition~~film production. Should the net revenues disbursements not reach the recoupment amount, investor shall be entitled acquire full and unencumbered title to ~~current~~the ~~management~~IP rights. As of July, 31, 2025, the Company ~~issued~~received ~~500~~$350,000 ~~common~~from the ~~shares~~investor under the agreement for which the Company has recorded an investment payable. During three months ended October 31, 2025, tothe ~~settle~~Company received an additional $3750,~~500~~000 ~~($0.075/share)~~in offunds ~~notes~~for total investment payable of $400,000 at October 31, 2025.

~~Stock~~NOTE ~~Issued~~9 ~~for~~– ~~Services~~STOCK OPTIONS

OnStock ~~November~~option ~~13,~~transactions ~~2024,~~for the ~~Company~~three ~~issued~~months ~~1,500,000~~ended ~~shares~~October of31, ~~common~~2025 ~~stock~~and ~~for~~the ~~services~~year ~~rendered~~ended ~~having~~July ~~a fair value of $225~~31,~~000~~ ~~($0.15/share)~~2025 ~~based~~are ~~upon~~summarized ~~the~~as ~~quoted closing trading price.~~follows:

Stock Options	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value		Weighted Average Grant Date Fair Value
Outstanding - July 31, 2024		2,342,539	$	0.49		7.98	$	142,029	$	-
Exercisable - July 31, 2024		2,342,539	$	0.49		7.98	$	142,029	$	-
Granted		-	$	-		-		-	$	-
Exercised		-		-		-		-		-
Cancelled/Forfeited		-		-		-		-		-
Outstanding - July 31, 2025		2,342,539	$	0.49		6.98	$	93,949	$	-
Exercisable - July 31, 2025		2,342,539	$	0.49		6.98	$	93,949	$	-
Granted		-		-		-		-		-
Exercised		-		-		-		-		-
Cancelled/Forfeited		-		-		-		-		-
Outstanding – October 31, 2025		2,342,539	$	0.49		6.73	$	0	$	-
Exercisable – October 31, 2025		2,342,539	$	0.49		6.73	$	0	$	-
Unvested – October 31, 2025		-	$	-		-	$	-	$	-

~~Conversion of preferred stock to common stock~~19

OnNOTE ~~March~~10 ~~26,~~- 2025, the holders of the preferred stock elected to convert all of their preferred stock, 58,415 shares, to common stock. The convertibility feature of the preferred stock allows for 1,000 shares of common stock to be issued for each share of preferred stock. As a result, 58,415,000 shares of common stock were issued.WARRANTS

~~Equity~~On October 29, 2025, the company granted warrants equal to 10% of the fully ~~Transactions~~diluted outstanding shares (205,338,875) to a services provider. The warrants vest monthly over an 18-month term, are exercisable for ten years and have strike price of $0.0079. The Company used the ~~Year~~black-scholes model to value the warrants on the grant date given the stock price on the grant date of $0.13, a term of 18 months, discount rate of 3.53% and volatility of 249%. The total value of the warrants granted is $26,082,089 to be recognized over the vesting term of 18 months. The Company recognized $140,648 in stock-based compensation for the 3 months ended ~~July~~October 31, ~~2024~~ 2025.

~~Stock~~Warrant ~~Issued~~activity for ~~Debt~~the ~~Discount~~three months ended October 31, 2025 and the year ended July 31, 2025 are summarized as follows:

The Company issued 325,000 shares of common stock as a debt discount, having a fair value of $66,890.

Stock Options	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding - July 31, 2024		1,425,000	$	1.00		3.66	$	-
Exercisable - July 31, 2024		1,425,000	$	1.00		3.66	$	-
Granted		-	$	-		-	$	-
Exercised		-		-		-		-
Cancelled/Forfeited		-		-		-		-
Outstanding - July 31, 2025		1,425,000	$	1.00		2.66	$	-
Exercisable - July 31, 2025		1,425,000	$	1.00		2.66	$	-
Granted		205,338,875		0.01		-		-
Exercised		-		-		-		-
Cancelled/Forfeited		-		-		-		-
Outstanding – October 31, 2025		206,763,875	$	0.01		9.95	$	18,908,938
Exercisable – October 31, 2025		1,425,000	$	1.00		2.41	$	-
Unvested – October 31, 2025		205,338,875	$	0.01		10	$	18,908,938-

~~Stock Issued~~NOTE ~~for~~11 ~~Services~~– DEFFERED REVENUE

The Company ~~issued~~receive ~~942~~$198,~~918~~000 ~~shares~~from ~~of common stock for services rendered, having~~ a ~~fair~~related ~~value of $262,355 ($0.2390 - $0.44/share), based upon~~party ~~the~~to ~~quoted~~perform ~~closing~~future ~~trading price~~services.

NOTE 712 – ~~STOCK~~SUBSEQUENT ~~OPTIONS~~EVENTS

~~Stock~~Management ~~option~~has ~~transactions~~evaluated ~~under~~subsequent events through the ~~Company’s~~date ~~Plan~~these ~~for~~financial ~~the~~statements ~~nine~~were ~~months~~available ~~ended~~to ~~April~~be ~~30,~~issued. ~~2025~~Based ~~and~~on our evaluation unless noted below, the ~~year~~following ~~ended~~material ~~July~~subsequent ~~31,~~events ~~2024~~have ~~are~~occurred ~~summarized as~~that ~~follows~~require disclose:

~~SCHEDULE~~On OFNovember ~~STOCK~~14, ~~OPTION~~2025 the Company received $240,015 from a related party to satisfy other receivable - related party.

					Weighted
					Average				Weighted
			Weighted		Remaining				Average
	Number		Average		Contractual		Aggregate		Grant
Stock Options	of Options		Exercise Price		Term (Years)		Intrinsic Value		Date Fair Value
Outstanding - July 31, 2023		2,342,539	$	0.49		8.98	$	142,029	$	-
Exercisable - July 31, 2023		2,219,368	$	0.48		8.98	$	142,029	$	-
Granted		-		-		-		-		-
Exercised		-		-		-		-		-
Cancelled/Forfeited		-		-		-		-		-
Outstanding - July 31, 2024		2,342,539	$	0.49		7.98	$	93,949	$	-
Exercisable - July 31, 2024		2,342,539	$	0.49		7.98	$	93,949	$	-
Unvested - July 31, 2024		-	$	-		-	$	-	$	-
Granted		-		-		-		-		-
Exercised		-		-		-		-		-
Cancelled/Forfeited		-		-		-		-		-
Outstanding – April 30, 2025		2,342,539	$	0.49		7.23	$	7,895	$	-
Exercisable – April 30, 2025		2,342,539	$	0.49		7.23	$	7,895	$	-
Unvested – April 30, 2025		-	$	-		-	$	-	$	-

The Company issued warrants on 1/16/2026 to Holiday House Productions in connection with the advisory services agreement from 10/28/2025.

~~Fiscal~~The Company disbursed a $1.4 million note receivable ~~Year~~to ~~Ended~~Nexvers ~~July~~Co. 31Ltd. on November 14, ~~2024~~2025.

~~During~~On November 14, 2025, Crisp Momentum Inc. (the ~~year~~“Company”) ~~ended~~entered ~~July~~into 31three agreements with Banji Step K.K., ~~2024~~a Japanese company (the “Seller”): (1) an Asset Purchase Agreement with respect to the Seller’s TaleOn Business (as defined below) (the “TaleOn APA”), (ii) an Asset Purchase Agreement with respect to the ~~remaining~~Seller’s ~~123~~TopReels Business (as defined below) (the “TopReels APA”),~~171~~ ofand (iii) a ~~total~~Share ~~1,478,050~~Purchase ~~options~~Agreement ~~vested~~for the acquisition of shares of Carpenstream Inc (the “Carpenstream SPA”). The principal terms of each agreement are summarized below.

22TaleOn APA

~~NOTE~~Pursuant to the terms of the TaleOn APA, the Company acquired from Seller all assets used in or relating to the TaleOn online short-form content distribution platform (the “TaleOn Business”). The TaleOn APA provides that the assets acquired include, among other things, intellectual property (including TaleOn trademarks and branding), technology, software, content libraries and audiovisual works (including rights to certain original shows and associated production materials), app store listings and developer materials. The consideration for the TaleOn APA consists of an aggregate purchase price of $750,000 to be satisfied, in whole or in part, by application of a setoff and credit against amounts outstanding under that certain Convertible Loan Agreement dated September 17, 2025 (the “Loan Agreement”), as previously disclosed on the Company’s Current Report on Form 8-K –filed ~~WARRANTS~~with the Securities and Exchange Commission (the “SEC”) on September 19, 2025. Any remaining cash consideration, if applicable, is payable by wire transfer at closing.

~~Warrant~~TopReels ~~activity for the nine months ended April 30, 2025 and the year ended July 31, 2024 are summarized as follows:~~APA

~~SCHEDULE~~Pursuant to OFthe ~~WARRANTS~~terms of the TopReels APA, the Company acquired from Seller all assets used in or relating to the TopReels online short-form content distribution platform (the “TopReels Business”). The TopReels APA provides that the assets acquired include, among other things, intellectual property (including TopReels trademarks and branding), technology, software, content libraries and audiovisual works (including rights to certain original shows and associated production materials), app store listings and developer materials. The consideration for the TopReels APA consists of an aggregate purchase price of $1,750,000 to be satisfied, in whole or in part, by application of a setoff and credit against amounts outstanding under the Loan Agreement. Any remaining cash consideration, if applicable, is payable by wire transfer at closing.

					Weighted
					Average
			Weighted		Remaining		Aggregate
	Number of		Average		Contractual		Intrinsic
Warrants	Warrants		Exercise Price		Term (Years)		Value
Outstanding - July 31, 2023		1,425,000	$	1.00		4.66	$	-
Exercisable - July 31, 2023		1,425,000	$	1.00		4.66	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Cancelled/Forfeited		-		-		-		-
Outstanding - July 31, 2024		1,425,000	$	1.00		3.66	$	-
Exercisable - July 31, 2024		1,425,000	$	1.00		3.66	$	-
Unvested - July 31, 2024		-	$	-		-	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Cancelled/Forfeited		-		-		-		-
Outstanding – April 30, 2025		1,425,000	$	1.00		2.91	$	-
Exercisable – April 30, 2025		1,425,000	$	1.00		2.91	$	-
Unvested – April 30, 2025		-	$	-		-	$	-

Carpenstream SPA

~~NOTE~~Pursuant 9to –the ~~COMMITMENTS~~terms ~~AND~~of ~~CONTINGENCIES~~the Carpenstream SPA, the Company acquired from Seller 30 shares of Carpenstream Inc., a California corporation, representing twenty-five percent (25%) of the issued and outstanding share capital of Carpenstream (the “Shares”). Upon closing, the Company will acquire the Shares free and clear of all encumbrances, together with related governance rights under a shareholders’ agreement for Carpenstream Inc., subject to joinder and required consents. The consideration for the Carpenstream SPA consists of an aggregate purchase price of $400,000 to be satisfied, in whole or in part, by application of a setoff and credit against amounts outstanding under the Loan Agreement. Any remaining cash consideration, if applicable, is payable by wire transfer at closing.

In connection with the acquisition of OL on May 31, 2022, the Company acquired an existing Right-of-Use operating lease for office space. The lease had an initial term of two (2) years at $500 per month. The lease does not contain any renewal options.20

During the period September 1, 2021 through May 31, 2022 no rent was due. The Company is required to pay a total of $7,500 over a fifteen-month (15) period from June 1, 2022 through August 31, 2023.

Beginning September 1, 2023, the lease was renewed under the same terms on a month-to-month basis. The lease was cancelled in May 2024.

The Company is leasing the office space from a family member of OL’s Chief Executive Officer.

At April 30, 2025 and July 31, 2024, the Company had no financing leases as defined in ASC 842, “Leases.”

The tables below present information regarding the Company’s operating lease assets and liabilities at April 30, 2025 and July 31, 2024:

SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES

	April 30, 2025			July 31, 2024
Assets
Operating lease - right-of-use asset - non-current	$	-		$	-
Liabilities
Operating lease liability	$	-		$	-
Weighted-average remaining lease term (years)		-			-
Weighted-average discount rate		0	%		0	%

The Company had the following operating lease costs for the nine months ended April 30, 2025 and 2024, respectively.

SCHEDULE OF OPERATING LEASE COSTS

	April 30, 2025		April 30, 2024
Operating lease costs
Amortization of right-of-use operating lease asset	$	-	$	278
Lease liability expense in connection with obligation repayment		-		3
Total operating lease costs	$	-	$	281
Supplemental cash flow information related to operating leases was as follows:
Operating cash outflows from operating lease (obligation payment)	$	-	$	498
Right-of-use asset obtained in exchange for new operating lease liability	$	-	$	-

Student-Athlete Licensing Agreements

The Company entered into several agreements with student athletes related to the sale of NFT and related collectibles.

There may be initial sales as well as resales of these products. The Company and the student-athlete have agreed to split the revenue from the initial sale. Additionally, the Company will pay the student-athlete a commission for any resales.

At April 30, 2025 and July 31, 2024, respectively, the Company owed a nominal amount to various student-athletes, which has been included as a component of accounts payable and accrued expenses in the unaudited consolidated balance sheets. Pursuant to the agreement associated with the transition to current management on April 9, 2025, a portion of the proceeds from the sale of 426,501,851 common shares were utilized to repay the nominal amounts due to the various student-athletes.

NOTE 10 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these consolidated financial statements were available to be issued. Based on our evaluation, no material events have occurred that require further disclosure:

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of operations of OpenLocker Holdings, Inc. and its subsidiaries (together, the “Company” or “OpenLocker”) should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our,” and similar terms refer to the Company. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors section of our Annual Report on Form 10-K for the year ended July 31, ~~2024~~2025, filed with the Securities and Exchange Commission (the “SEC”) on ~~November~~January 2728, ~~2024~~2026, as the same may be updated from time to time. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Overview

~~Established~~Crisp onMomentum ~~August 25, 2021, OpenLocker~~ Inc. (~~the~~ “~~Company~~Crisp” or the “~~OpenLocker~~Company”) is ~~dedicated~~a toU.S.–based ~~offering~~global ~~marketing~~media ~~solutions~~and technology company focused on ~~for~~the ~~collegiate~~creation, acquisition, and ~~professional~~monetization ~~sports~~of ~~organizations~~short-form scripted video content known as Duanju or “microdramas.” Crisp develops and ~~athletes~~distributes toprofessionally ~~deepen~~produced, ~~fan~~high-quality ~~engagement~~short-form series through ~~innovative~~the ~~collectibles,~~Crisp ~~membership rewards,~~platform ~~exclusive~~as ~~events~~well ~~and~~as ~~experiences~~through third-party digital distribution partners worldwide.

Incorporated in Delaware in 1986, the Company was originally engaged in the sale of automated luminometer and an accompanying reagent system that measures raw material for microbiological contamination. The Company then discontinued such operations in 1996 and began developing technology ~~OpenLocker~~that ~~mission~~achieved ismolecular toseparation ~~empower~~with ~~athletes~~innovative byapplications ~~monetizing~~of ~~their~~electrostatics. ~~Name~~The Company ultimately abandoned these endeavors and underwent various shifts in its business operations. In 2021, ~~Image~~the Company pivoted into the blockchain technology and ~~Likeness~~digital ~~(“NIL”)~~asset ~~with~~business and, ~~autographed~~in ~~collectibles~~2022, the Company changed its corporate name to OpenLocker Holdings, Inc. On July 11, 2025, the Company entered into a Stock ~~meaningful~~Purchase ~~fan~~Agreement ~~experiences~~with Crisp Momentum Inc. and ~~partnerships~~Digital ~~with~~Knight ~~local~~S.á.r.l, ~~merchants~~pursuant to which the Company purchased all outstanding shares of Crisp Momentum Inc.’s capital stock. Following consummation of such transaction on August 28, ~~regional~~2025, ~~and~~the ~~national~~Company ~~brands~~changed its name to Crisp Momentum Inc.

~~OpenLocker~~Business launched its first fan community at the University of Connecticut in February 2022, during the first season following the National Collegiate Athletic Association (“NCAA”) policy change allowing student-athletes to receive compensation for their NIL. The Company deliberately included all 14 eligible members of the men’s basketball team to galvanize the fan base and name the fan community the Bone Yard Huskyz Club (“BYHC”). The OpenLocker design team created the BYHC logo and Huskyz avatar to play off of the university’s Huskies mascot and to have an edgy feel. A Huskyz avatar was created in the likeness of each of the athletes and selected super fans for branding and awareness campaigns. A website with a project roadmap outlining the perks and rewards of club membership was activated two weeks prior to the release date, which was strategically timed around the basketball team’s season schedule. A comprehensive marketing campaign included digital programmatic advertising, organic and paid social media strategy (including pre- and post-drop Twitter spaces conversations with fans, blockchain experts, athletes and parents of athletes), podcasts, email blasts and gorilla marketing at several home basketball games. The OpenLocker athlete liaison also provided the athletes with graphics and talking points they could use to leverage their social media followings and promote sales of their collectibles by word-of-mouth.Overview

~~OpenLocker~~Crisp ~~initially~~is ~~sold~~among ~~digital collectibles, also known as non-fungible tokens (“NFTs”), due to~~ the ~~popularity~~first atwestern ~~the~~companies ~~time~~building ~~and~~a ~~advantages that~~commercial ~~blockchain~~microdrama ~~technology~~platform ~~offered~~with ~~for~~active ~~authenticating~~recurring ~~collectibles~~revenue, ~~and~~supported ~~providing~~by ~~utility~~a ~~and rewards to UConn fans. OpenLocker minted~~growing ~~the~~global ~~NFTs~~user onbase ~~the FLOW blockchain~~ and ~~sold them on its e-commerce platform for fiat currency to appeal to~~ an ~~audience~~emerging ~~unfamiliar~~catalogue ~~with cryptocurrency. A majority~~ of ~~the~~proprietary, ~~revenue~~franchise-ready ~~from~~intellectual ~~the BYHC project was generated on the first day of sales~~property. The ~~first~~Company ~~two~~employs ~~hours~~a ~~were~~diversified ~~the busiest as fans~~monetization ~~were~~model ~~incentivized by the free autographed “Platinum card”~~ that ~~was~~includes ~~included~~subscriptions, ~~with purchase for the first 25 digital collectibles sold per athlete. This unique collectible is a metal~~advertising, wallet-sized card hand-signed by the athlete with the digital art printed on the front and quick response (QR) code that directs to boneyardhuskyzclub.com. Customer behavior and feedback confirmed that the physical collectible was deemed to be of greater value to the majority of fansmerchandising, ~~who~~branded ~~had little to no experience with blockchain technology. Since then~~entertainment, ~~OpenLocker~~product ~~has directed its efforts to marketing and selling autographed physical collectibles along with community membership rewards programs~~placement, ~~events~~ and ~~experiences~~fan-service offerings.

~~Following~~Crisp’s ~~the~~long-term ~~success~~strategy ofis ~~its college fan community model, OpenLocker launched the OpenStable marketplace in April 2022~~ to ~~engage~~build ~~the~~a ~~next~~global ~~generation~~ library of ~~thoroughbred~~premium ~~racing~~short-form ~~enthusiasts.~~IP ~~Through~~across ~~its~~multiple ~~relationships~~genres ~~with owners, trainers~~ and ~~influencers~~capture ina ~~the~~meaningful ~~racing~~share ~~industry,~~of ~~OpenStable~~the ~~aimed~~rapidly toexpanding ~~give~~global ~~fans~~microdrama ~~access to exclusive information, real life experiences, and memorabilia so that they could engage in a truly immersive journey covering a racehorse’s career~~market.

By offering both autographed physical collectibles and ownership of digital collectibles which unlocked rewards and experiences, both in the virtual and physical realms, OpenStable was intended to attract a younger audience with a goal to develop the next generation of thoroughbred racing fans.

The Company continued to include digital collectibles with the purchase of a physical collectible featuring student-athlete NIL in the following NCAA athletic season so it would have the option to use blockchain technology to verify ownership for its fan loyalty programs. However, the Company has discontinued sale and distribution of digital collectibles, including NFTs, as there was little interest evidenced by the fact that so few customers actually completed the steps required to view and claim them to a personal digital wallet. The OpenLocker NFT viewer remains accessible so that existing owners may continue to have access to their digital collectibles while the Company focuses on delivering physical collectibles and enhancing the fan experience by removing barriers to fan engagement.

In addition, from April 2022 through September 2022, OpenLocker offered a secondary marketplace for peer-to-peer transactions of digital collectibles, however, no secondary sales were effectuated or attempted and as of September 2022 this secondary marketplace was discontinued. Although OpenLocker no longer operates a trading platform, owners of issued digital collectibles may transfer their digital collectible to their personal digital wallet and thereafter transfer such digital collectible to the wallet of their choice.

As of March 17, 2025, OpenLocker has fan communities at University of Florida (Gataverse), Florida Atlantic University (PowerOwls Club) and Radford University (RowdyRedz) and is focusing on building club membership rewards programs. While OpenLocker pays athletes a majority of revenue generated from sales of collectibles containing their NIL and compensating them for social media activities and appearances, the Company retains all revenue from sales of community-branded collectibles which do not use athlete NIL nor the marks and logos of any institution. By partnering with local businesses, as well as regional and national brands who can offer perks and rewards to community members, OpenLocker is able to create demand and further engage fans and the local community.

In addition to supporting the athletes, for each fan community, holders of issued digital collectibles and/or authenticated physical collectibles are entitled to participate in any club membership activities, perks or benefits which the Company may offer or arrange from time to time. Such perks or benefits may include, for example, access to community events (such as meet and greet with athletes), giveaways, and rewards based on an athlete’s performance.

OpenLocker is also in discussions with NIL collectives, communities focused on raising funds for school-specific NIL fundraising efforts, that are interested in offering membership rewards programs to their target audiences.

The Company is also in discussions with national brands who are interested in leveraging their relationships with student-athletes to create social media influencer campaigns and build customer loyalty programs.

OpenLocker’s current revenue model includes (i) sales on the OpenLocker platform, (ii) sponsorship and advertising, and (iii) service fees for creative design work, development and product fulfillment services.

OpenLocker believes that it has found a unique and attractive market for autographed collectibles and community rewards programs by focusing on the college athlete market, as we believe that interest in college sports is growing.

Principal Products and Services

~~OpenLocker~~Crisp ~~aims~~offers ~~to provide~~ a ~~comprehensive~~ suite of ~~collectibles,~~content ~~products~~ and ~~services,~~digital ~~adopting~~media aservices ~~hybrid~~centered ~~flexible~~on ~~model creating products both licensed and non~~short-~~licensed~~form ~~with~~scripted ~~colleges,~~video ~~professional sports teams, leagues, brands, etc.~~entertainment:

~~Autographed~~The ~~Physical~~Crisp ~~Collectibles (Authenticated Physical Collectibles)~~Platform

~~The~~A ~~Platinum~~proprietary ~~Card~~mobile-first bystreaming ~~OpenLocker~~platform isdelivering ~~a metal, wallet~~short-~~sized~~form ~~card~~scripted ~~that~~video ~~has~~content ~~the~~across ~~digital art print sublimated on one side and~~ a QRbroad ~~code~~array ~~printed on~~of ~~the~~genres ~~other side which directs to the fan community online portal~~worldwide. The ~~serial number is laser engraved on the card and there is space~~ ~~reserved~~platform ~~for the athlete to hand-sign.~~supports:

26● subscription-based access; ● advertising-based viewing; ● in-app purchases; and ● fan-service engagement and ancillary content.

~~The Company also offers autographed collectibles made of PVC plastic that is even more durable, making it a preferable material to carry around.~~21

~~The~~Content ~~Platinum~~Production ~~Card~~& ~~entitles~~IP ~~the holder to receive any perks or benefits that may be offered by OpenLocker and its brand partners.~~Development

~~Gear~~Crisp produces and acquires short-form scripted video series (typically 1–2 minute episodes released in multi-episode arcs). Content is designed for franchise expansion through sequels, spin-offs, merchandise, licensing, and cross-media adaptations.

~~OpenLocker~~Monetization ~~also sells exclusive gear, including t-shirts, sweatshirts, hats and pins, in its exclusive gear shops.~~Services

~~OpenLocker~~Crisp’s ~~Marketplace~~revenue streams include, among other things:

~~The OpenLocker~~● ~~Marketplace~~subscription ~~provides~~fees; a● ~~user-friendly~~advertising ~~shopping~~revenue; ~~experience~~● ~~for~~brand ~~sports~~integrations ~~fans~~and toproduct ~~purchase~~placement; ~~membership~~● ~~cards,~~merchandising ~~gear~~ and collectibles ~~featuring~~; ~~their~~● ~~favorite~~licensing ~~athletes~~arrangements ~~for~~with ~~access~~domestic toand ~~exclusive~~international ~~perks~~platforms; and ~~rewards~~● fan-service enhancements and premium content sales.

~~Sports~~Distribution ~~Branding~~and ~~Services~~Licensing

~~OpenLocker~~Crisp ~~also~~distributes ~~provides~~its ~~branding~~owned ~~services~~content for individual athletes, university collectives, horse owners/trainers, and other entities interested in creating a distinctive identity, building their fan base, and maximizing revenue. From logo creation and styling to social media messaging and activation campaigns, OpenLocker’s team can provide enhanced support to collaborating colleges and athletes.through:

~~OpenLocker Going~~● ~~Forward~~the Crisp platform; ● major international app stores; ● global social and entertainment networks; and ● third-party streaming, advertising, and over-the-top (“OTT”) partners.

OnIndustry ~~April~~Overview ~~9, 2025, the Company entered into a Stock Purchase Agreement with five purchasers (the “Buyers”), pursuant to which the Company agreed to issue~~ and ~~sell~~Market to the Buyers a total of 426,501,851 shares of common stock for a total purchase price of $400,000. The shares issued to the Buyers pursuant to the Purchase Agreement constitute 80% of the shares of common stock of the Company outstanding on a fully diluted basis immediately following the closing. As a condition to closing, the parties agreed that all persons who were holders of 5% or more of the Company’s common stock immediately prior the closing must enter into a lock-up agreement with the Company, pursuant to which such persons agreed that they will not sell or transfer (subject to certain customary exceptions) any shares of the Company’s common stock for a period of 12 months following the closing. In addition, at the closing, (i) Laura Anthony resigned from her positions as a director and officer of the Company, (ii) Howard Gostfrand and Brian Klatsky resigned from their positions as officers of the Company, and (iii) Renger van den Heuvel was appointed as the Chief Executive Officer of the Company and as a member of the Company’s Board of Directors.Opportunity

Microdramas (Duanju) represent one of the fastest-growing segments in global entertainment. Originating in China as mobile-first bingeable scripted content, microdramas have expanded internationally, capturing strong user engagement and high lifetime value (LTV) dynamics.

Key industry trends include:

1.	China’s microdrama market is approximately $6.9 billion with 400 million daily active users.

2.	The global microdrama market is projected to grow from $2 billion in 2024 to $10 billion by 2028, driven by mobile-native consumption and short-viewing formats.

3.	Western markets remain significantly underserved, with most production capacity concentrated in China and a limited number of western-produced titles.

4.	Unit economics support scalable global expansion, with disciplined production cycles, fast content testing, and strong returns for successful titles.

Crisp aims to become a leading western-based developer and curator of microdrama IP while expanding internationally through partnerships, localized production, and diversified monetization.

Competitive Advantage

Crisp’s competitive strengths include:

1.	Western First-Mover Advantage: Crisp is one of the first western media companies with a dedicated microdrama platform showing early commercial traction.

2.	Genre-Diversified Content Strategy: Unlike many microdrama competitors that concentrate on romance content, Crisp develops and acquires content across a wide array of genres, including thriller, sci-fi, horror, comedy, animation, and documentary-style formats.

3.	Scalable IP-Driven Model: Crisp designs content for repeatability and expansion—supporting multi-season arcs, sequels, merchandise, licensing, product placement, and brand integrations.

4.	Global Production and Distribution Partnerships: The Company collaborates with studios, creators, and distributors across Asia, Europe, and North America, enabling cost-efficient production and rapid market scaling.

5.	Multi-Revenue-Stream Monetization: A diversified revenue mix reduces dependence on any individual title, platform, or geography.

Plan of Operations

Over the next 12 months, we expect to require approximately $2,000,000 in operating funds to carry out our intended plan of operations.

We are planning to obtain the funds necessary to execute our plan of operations from various capital raises, including potentially through private placements or our common stock or the issuance and sales of convertible notes, as well as potentially through a registration statement or an offering statement filed with the SEC.

There can be no assurance that we will be able to obtain the necessary funds for our foregoing operations on terms that are acceptable to us or at all, and there can be no assurance that our plan of operations can be executed as planned, or at all.

RESULTS OF OPERATIONS

Revenues

During the three months ended ~~April~~October 3031, 2025 and 2024, we generated revenues of $02,982 and $1939,~~338,~~ respectively. The ~~decrease~~increase in ~~revenues~~revenue was a a result of anthe ~~inability~~Company’s ability to execute ona ~~any~~change ~~business~~of ~~due~~operation ~~to limited capital~~ and ~~management~~new ~~resources~~business plans.

During the nine months ended April 30, 2025 and 2024, we generated revenues of $126 and $35,648, respectively. The decrease in revenues was a result of an inability to execute on any business due to limited capital and management resources.

Operating Expenses

Operating expenses ~~during~~for the three months ended ~~April~~October 3031, 2025 and 2024 were $791,~~877~~049,979 and $5021,~~927~~714, respectively. The increase in ~~operating~~ expenses ~~was~~ ~~primarily~~ was due to ~~OpenLocker’s~~increased ~~continued~~operations ~~general~~in ~~and~~accordance ~~administrative~~with ~~expense~~a tochange ~~manage~~in ~~continuing operation during the current period~~operations.

~~Operating~~Loss ~~expenses~~from during the nine months ended April 30, 2025 and 2024 were $360,843 and $653,062, respectively. The decrease in operating expenses was primarily due to OpenLocker’s streamlining of its operations during the current period.Operations

~~Other~~Loss ~~Income~~from ~~(Expense)~~operations for the three months ended October 31, 2025 and 2024 was $1,046,997 and $21,675, respectively. The increase in loss from operations was due to increased operations in accordance with a change in operations.

Other expenses for the three months ended April 30, 2025 was $37,817, due primarily to recognizing a gain on settlement of debt of $63,745, loss on conversion of debt of $87,500, interest expense of $11,729, the amortization of debt discount of $3,333, and other income of $1,000. Other expense for the three months ended April 30, 2024 was $21,646, due primarily the amortization of amortization of debt discount of $17,557 and interest expense of $4,089.23

Other expenses for the nine months ended April 30, 2025 was $92,126, due primarily to recognizing gain on settlement of debt of $63,745, amortization of debt discount of $27,137, loss on conversion of debt of $87,500, interest expense of $42,234, and other income of $1,000. Other expense for the nine months ended April 30, 2024 was $47,291, due primarily to the amortization of debt discount of $23,030 and interest expense of $24,261.

Net Loss

~~For~~Net loss for the three months ended ~~April~~October 3031, 2025 and 2024, wewas ~~had a net loss of~~ $~~117~~1,~~694~~047,229 and $53,~~235~~253, respectively. The increase ~~decrease~~ in net loss was ~~primarily~~ due to ~~lack~~increased ofoperations ~~sales~~in ~~and~~accordance anwith ~~increase~~a change in ~~general and administrative expenses~~operations.

~~For~~There ~~the~~is ~~nine~~significant ~~months~~uncertainty ~~ended~~projecting ~~April~~future ~~30,~~profitability ~~2025~~due to our history of losses and ~~2024~~lack of revenues. In our current state, we have ~~had~~no arecurring ~~net~~or ~~loss~~guaranteed source of ~~$452,843~~revenues and ~~$666~~cannot predict when,~~213~~ if ever, ~~respectively.~~we ~~The~~will ~~decrease~~become inprofitable. ~~net~~There ~~loss~~is ~~was~~significant ~~primarily~~uncertainty ~~due~~projecting tofuture ~~lack~~profitability ofdue ~~sales~~to asour ~~well~~minimal asoperating ahistory ~~decrease~~and inlack ~~general~~of ~~and~~guaranteed ~~administrative~~ongoing ~~expenses~~revenue streams.

~~There~~Liquidity ~~is significant uncertainty projecting future profitability due to our history of losses, minimal operating history, lack of revenues,~~ and ~~lack~~Capital ~~of guaranteed ongoing revenue streams. In our current state, we have no recurring or guaranteed source of revenues and cannot predict when, if ever, we will become profitable.~~Resources

~~LIQUIDITY~~As ~~AND~~of ~~CAPITAL~~October ~~RESOURCES~~31, 2025, we had $2,113,609 in cash, $0 in accounts receivable, and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Annual Report. To date, we have financed our operations through the issuance of stock and borrowings.

~~As of April 30, 2025, we had $5,216 in cash and did not have any other cash equivalents.~~ The following table ~~provides~~sets ~~detailed~~forth ~~information about~~a ~~our~~summary ~~net~~of our cash ~~flow~~flows for ~~all~~the ~~financial~~three ~~statement~~months ~~periods~~ended ~~presented~~October ~~in this Quarterly Report on Form 10-Q. To date~~31, we2025 ~~have financed our operations through the issuance of stock~~ and ~~borrowings.~~2024:

	Three Months Ended October 31,
	2025			2024
Net Cash used in operating activities	$	(730,988	)	$	(4,381	)
Net cash provided used in investing activities		(3,270,508	)		-
Net cash provided by financing activities		5,809,985			-
Net increase (decrease) in cash		1,808,489			(4,381	)
Cash, beginning of year		305,120			4,770
Cash, end of year	$	2,113,609		$	389

The following table sets forth a summary of our cash flows for the nine months ended April 30, 2025 and 2024, respectively:

	Nine Months Ended April 30,
	2025		2024
Net cash used in operating activities	$	157,054	$	328,583
Net cash provided by financing activities		157,500		330,000
Net increase in cash		446		1,417
Cash, beginning of period		4,770		15,539
Cash, end of period	$	5,216	$	16,956

Since inception, we have financed our cash flow requirements through issuance of common stock and debt financing. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations. We anticipate obtaining additional financing to fund operations through additional common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.

We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our website, provide national and regional industry participants with an effective, efficient and accessible website on which to promote their products and services through the Internet, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business, results of operations or financial condition.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

~~Our~~Basis ~~management’s discussion and analysis~~ of our financial condition and results of operations is based on our unaudited consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of the unaudited consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with U.S. GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.Presentation

~~Going~~The ~~Concern~~Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Actual results could differ from those estimates. 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 ~~Plans~~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 consolidated financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

These unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

As reflected in the accompanying unaudited consolidated financial statements, for the nine months ended April 30, 2025, the Company had:

●	Net loss of $452,843; and
●	Net cash used in operations of $157,500

Additionally, at April 30, 2025, the Company had:

● Accumulated deficit of $11,365,126 ● Stockholders’ deficit of $96,854; and ● Working capital deficit of $96,854

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $5,216 at April 30, 2025. Although the Company intends to raise additional debt or equity capital, the Company expects to continue to incur significant losses from operations and have negative cash flows from operating activities for the near-term. These losses could be significant as operations ramp up along with continuing expenses related to compensation, professional fees, and regulatory are incurred.

The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended April 30, 2026, and our current capital structure including equity-based instruments and our obligations and debts.

The Company has satisfied its obligations from the issuance of common stock and notes payable; however, there is no assurance that such successful efforts will continue during the twelve months subsequent to the date these unaudited consolidated financial statements are issued.

These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these unaudited consolidated financial statements are issued. The unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the unaudited consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management’s strategic plans include the following:

Principles of Consolidation

Use of Estimates

~~Goodwill~~Principles ~~and~~of ~~Impairment~~Consolidation

InThe consolidated financial ~~reporting,~~statements ~~goodwill~~have isbeen ~~not~~prepared ~~amortized, but is tested for impairment annually (each July 31) or whenever events or changes~~ in ~~circumstances~~ ~~indicate~~accordance ~~that~~with ~~the carrying amount may not be recoverable~~GAAP. ~~Events~~The ~~that~~consolidated ~~result~~financial instatements ~~an impairment review~~ include ~~significant changes in~~ the ~~business~~accounts of ~~climate, declines in our operating results, or an expectation that~~ the ~~carrying~~Company ~~amount~~and ~~may~~its ~~not~~wholly beowned ~~recoverable~~subsidiaries. We ~~assess potential impairment by considering present economic conditions as well as future expectations.~~ All ~~assessments~~intercompany ofbalances ~~goodwill impairment~~and ~~are~~transactions ~~conducted~~have atbeen ~~the individual reporting unit level~~eliminated.

~~The~~Business ~~Company~~Combinations uses qualitative factors according to Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 350-20-35-3 to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount.

30The Company accounts for business combinations using the acquisition method in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, “Business Combinations,” which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition.

~~There~~Cash ~~were no impairment losses recorded during the nine months ended April 30, 2025~~ and ~~2024,~~Cash ~~respectively.~~Equivalents

The Company accounts for cash and cash equivalents under FASB ASC 305, “Cash and Cash Equivalents,” and considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

At October 31, 2025 and July 31, 2025, respectively, the Company did not have any cash equivalents.

The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. At October 31, 2025 and July 31, 2025, the Company did not experience any losses on cash balances in excess of FDIC insured limits.

Advertising and Promotion Costs

Advertising and promotion costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations.

For the three months ended October 31, 2025 and 2024, the Company expensed $340,499 and $7,285, respectively, in marketing and advertising costs.

Revenue Recognition

~~OpenLocker~~The ~~generates~~Company ~~revenue~~records ~~from~~transactions ~~two~~in ~~main~~accordance ~~sources;~~with ~~(1)~~ASU ~~our collectibles~~2014-09, “Revenue from Contracts with Customers” and all subsequent amendments to the ASU (2)collectively, ~~sponsorship~~“ASC ~~revenues~~606”). ~~Our~~In ~~performance~~accordance ~~obligations~~with ASC 606, revenues are ~~complete~~recognized when control of the atpromised agoods ~~point~~or inservices ~~time~~is ~~related~~transferred to ~~the~~our ~~transfer~~customers, ofin aan ~~digital~~amount ~~access~~that ~~pass~~reflects orthe ~~sale~~consideration ofwe aexpect ~~sponsorship~~to be entitled to in ~~its~~exchange ~~customer~~for ~~(final~~those goods or ~~ultimate end-user purchaser/collector)~~services. Currently, all revenue streams contain a single performance obligation. There are no penalties for contract termination by either party.

The ~~following represents the~~ Company’s ~~disaggregation~~previously ofgenerated ~~revenues~~revenue ~~for~~from ~~the~~three ~~nine~~main ~~months~~sources ~~ended~~in ~~April~~its 30business, ~~2025~~(1) collectibles, and ~~2024:~~(2) sponsorship revenues.

	Nine Months Ended April 30,
	2025				2024
Revenues		Revenue	% of Revenues			Revenue	% of Revenues
Collectibles	$	126	100	%	$	10,598	30	%
Sponsorship		-	0	%		25,050	70	%
Total Revenues	$	126	100	%	$	35,648	100	%

Collectibles

All payments are received from third-party payment processing providers. The Company ~~receives~~received payments from sales on its primary marketplace (Shopify site) as well as two other sources. Each of these sources of payment relate to the completion of a single performance obligation completed at a point in time, which occurs upon the transfer of a digital access pass and where no further performance obligations are required. At the point of sale, the Company ~~grants~~granted all rights in the intellectual property to the customer.

Payments from customers (all paid in cash) ~~are~~were historically received as follows:

	●	Shopify payouts from credit/debit cards transactions typically ~~occur~~occurred 2-3 days after date of sale; and
	●	PayPal payments ~~are~~were received same day

Shipping fees collected from customers for physical collectibles ~~are~~were included with revenues received from Shopify payouts. Prior to the product shipping, any amounts received in advance are accounted for as contract liabilities (deferred revenue).

The Company ~~controls~~controlled the collectibles via digital access pass prior to a sale and acts as the principal in these transactions.

Sponsorships

The Company ~~generates~~previously generated revenues from sponsorship arrangements, in which the customer sponsors an athlete, event or sports team. In exchange for the sponsorship, the customer receives specified brand recognition and other benefits over a set period of time and will ~~recognize~~ recognize revenue on a straight-line basis over the time period specified in the contract. Related performance obligations for sponsorship ~~arrangements~~ arrangements are recognized ratably over this period of time.

The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included on the ~~unaudited~~ consolidated balance ~~sheets~~ sheets as contract liabilities (deferred revenues). Contractually due, but unpaid sponsorship revenue is included in accounts receivable on on the ~~unaudited~~ consolidated balance sheets.

AtFor ~~April~~the ~~30,~~three ~~2025~~months ~~and~~ended ~~July~~October 31, 2025 and 2024, the Company ~~had~~recognized ~~contract liabilities of~~ $0 ~~and~~of ~~$0,~~sponsorship ~~respectively~~revenues.

31IT Services

~~For~~The ~~the~~Company ~~nine~~generates ~~months~~revenue ~~ended~~by ~~April~~providing ~~30,~~IT ~~2025~~services ~~and~~to ~~2024,~~customers. ~~the~~Revenue ~~Company~~is recognized $0once ~~and~~the ~~$25,050~~Company ofhas ~~sponsorship~~performed ~~revenues~~the ~~from~~service ~~zero~~ and control ~~one~~is transferred to the customer~~, respectively~~.

~~Cost~~At October 31, 2025 and 2024, the Company had contract liabilities of ~~Goods~~$0 ~~Sold~~and $0, respectively.

~~Cost~~For ofthe ~~goods~~three ~~sold~~months ~~primarily~~ended ~~are~~October ~~comprised~~31, ~~primarily~~2025 ofand ~~web~~2024, ~~development~~the Company recognized $2,982 and ~~graphic~~$0 ~~design~~in ~~costs~~service revenue, respectively.

Segment Reporting

Effective for the fiscal year ended July 31, 2025, the Company adopted the provisions of ASC 2023-07, “Segment Reporting” (Topic 280): Improvements to Reportable Segment Disclosures. Operating segments are components of an enterprise about which separate financial information is available and is evaluated regularly by management, namely the Chief Operating Decision Maker (“CODM”) of an organization, in order to determine operating and resource allocation decisions. By this definition, the Company has identified its Chief Executive Officer as the CODM. The CODM has determined the Company to have one operating segment.

The Company chooses to disclose the following in its segment reporting requirements:

	Unallocated
	Corporate
	Overhead			Services
Segment Revenue
Sales of collectibles	$	-		$	2,982
Total Segment Revenue		-			2,982

Cost of Revenue		-			-

Gross Profit		-			2,982

Operating Expenses
General and administrative		1,049,979			-
Segment Operating Expenses		1,049,979			-

Segment Profit (Loss)	$	(1,049,979	)	$	2,982

Financial Instruments

ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

	Level 1 -	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

	Level 2 -	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

	Level 3 -	Inputs that are both significant to the fair value measurement and unobservable.

The Company’s financial instruments, including cash, accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, notes payable and notes payable – related parties are carried at historical cost. At October 31, 2025 and 2024, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

Related Parties

The Company follows ASC 850-10, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) principal owners of the Company; c) management of the Company; d) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and e) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Leases

Original Issue Discount/Debt Discount

Debt Issue Cost

Software Development Costs

For the ~~nine~~three months ended ~~April~~October 3031, 2025 and 2024, the Company ~~incurred~~expensed ~~software development costs of~~ $~~4,917~~0 and $163,~~900~~816, respectively, in software development costs.

~~Off-Balance Sheet Arrangements~~29

WeLoss do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.Contingencies

Goodwill and Impairment

The Company uses qualitative factors according to ASC 350-20-35-3 to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount.

There were no goodwill impairment losses recorded during the three months ended October 31, 2025 and 2024, respectively.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets.

Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

There were no impairments recorded during the three months ended October 31, 2025 and 2024, respectively.

Intangible Assets

Three Months Ended October 31, 2025

During the three months ended October 31, 2025, the Company capitalized $370,508 in development of certain media and technology platforms for delivery of the media for future use. The assets are expected to have a useful life of 3 years and will be amortized as such once the project is completed.

Three Months Ended October 31, 2024

There were no impairment losses recorded during the three months ended October 31, 2024.

Long-lived Assets

Long-lived assets such as fixed assets and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.

Stock-Based Compensation

FASB ASC 718 “Compensation – Stock Compensation,” prescribes accounting and reporting standards using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

When determining fair value of stock options, the Company considers the following assumptions in the Black-Scholes model:

	●	Exercise price
	●	Expected dividends
	●	Expected volatility
	●	Risk-free interest rate; and
	●	Expected life of option

Stock Warrants

Earnings (loss) per share

Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted income (loss) per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and upon the conversion of notes. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. For the three months ended October 31, 2025 and 2024, the Company had the following potentially dilutive equity securities:

	October 31, 2025		October 31, 2024
Series A, convertible stock (1 to 1,000 into common stock)		-		58,415,000
Stock options (exercise prices $0.12 to $0.70 per share)		2,342,539		2,342,539
Warrants (exercise price $1/share)		206,763,875		1,425,000
Total common stock equivalents		209,106,414		62,182,539

Recently Issued Accounting Pronouncements

We have reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. We recently adopted and retroactively applied ASU 2023-07, “Segment Reporting.”

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, the Company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Principal Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2025. Based upon their evaluation, our Chief Executive Officer and Principal Financial Officer concluded that, as of ~~April~~October 3031, 2025, our disclosure ~~controls~~ controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls over Financial Reporting

Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of October 31, 2025. Our management’s evaluation of our internal control over financial reporting was based on the 2013 framework in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that as of October 31, 2025, our internal control over financial reporting was not effective.

The ineffectiveness of our internal control over financial reporting was due to material weaknesses that we identified in our internal control over financial reporting, including a lack of formal documentation of controls and processes, a lack of segregation of duties, and a lack of formal review process. A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We expect to address the material weakness by hiring additional qualified members of management. Management believes that the material weaknesses set forth above did not have an effect on our Company’s financial results.

Changes in Internal Control over Financial Reporting

During the three ~~and nine~~ months ended ~~April~~October 3031, 2025, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in various claims and legal actions arising in the ordinary course of business. To the knowledge of our management, there are no legal proceedings currently pending against us which we believe would have a material effect on our business, financial position or results of operations and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened.

ITEM 1A. RISK FACTORS

As a smaller reporting company, the Company is not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended ~~April~~October 3031, 2025, the Company issued unregistered equity securities as follows:

●The Company Onsold ~~March~~and ~~26,~~issued ~~2025~~1,000,000 ~~the~~shares ~~holders~~at of$0.006/share ~~the~~for ~~preferred~~a ~~stock~~total ~~elected~~price ~~to convert all~~ of ~~their preferred stock~~$6, 58000,~~415~~000 ~~shares,~~ to ~~common~~related ~~stock~~party. The ~~convertibility~~Company ~~feature~~received of$2,999,985 on the ~~preferred~~issuance ~~stock~~date ~~allows~~and ~~for~~issued ~~1,000~~a ~~shares~~note ofin ~~common~~the ~~stock~~amount ~~to be issued for each share~~ of ~~preferred stock. As a result~~$3, 58000,~~415,~~000 ~~shares~~at of6% ~~common stock were issued~~interest. ●As Onof ~~April,~~October 931, 2025, ~~pursuant to~~ the ~~agreement~~Company ~~associated~~received ~~with~~an ~~the transition to current management~~additional $2,760,000 on the ~~Company~~receivable ~~issued~~ and ~~sold~~received ~~426,501,851~~the ~~common~~remaining ~~shares for~~ $~~400~~240,~~000~~015 ~~($0.00094/share).~~and ●accrued Oninterest ~~April~~on ~~9, 2025, pursuant to~~ the ~~agreement~~note ~~associated~~in ~~with~~November ~~the~~2025 ~~transition~~satisfying ~~to current management,~~ the ~~Company issued 500~~full $6,000,000 ~~common~~sale ~~shares~~of tostock. ~~settle~~As ~~$37,500~~the ~~($0.075/share)~~outstanding offunds ~~two~~were inreceived ~~notes~~subsequent ~~payables~~to ~~totaling~~October ~~$75~~31,~~000.~~ ~~The~~2025, ~~balance of~~ the ~~notes~~Company ~~payables~~recorded ~~was~~an ~~satisfied~~other byreceivable – ~~cash~~related ~~payment~~party ~~upon~~for the ~~full~~$240,015 ~~execution~~balance ~~of the aforementioned agreement~~owed.

The above securities issuances were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Regulation D and Section 4(a)(2), as applicable under the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a) None.

(b) There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors since we last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K promulgated under the Exchange Act.

(c) During the quarter ended April 30, 2025, no director or officer of the Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement.

ITEM 6. EXHIBITS

Exhibit No.		Description

31.1*		Certification of Chief Executive Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification by the Chief 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.
101.SCH*		Inline XBRL Taxonomy Extension Schema.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase.
101.DEF*		Inline XBRL Taxonomy Extension Definition Document.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Filed herewith.
**	Furnished herewith.

SIGNATURES

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

	OPENLOCKER HOLDINGS, INC.
	Crisp Momentum Inc.
Date: June 20, 2025	By:	/s/ Renger Van den Heuvel
Date: February 13, 2026	By:	/s/ Renger Van den Heuvel
		Renger Van den Heuvel
		Chief Executive Officer (principal executive officer, principal financial officer and principal accounting officer)

Filing Compare · Crisp Momentum Inc.