T-REX Acquisition Corp 10-K for FY2022

T-REX Acquisition Corp. (TRXA)

10-K 2022-10-17 For: 2022-06-30

Added on April 06, 2026

About this 10-K

T-REX Acquisition Corp filed this 10-K on October 17, 2022, covering the fiscal year ended June 30, 2022 (FY2022).

Headline figures

Fiscal year ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $61.91K; compared with $0 a year earlier
Net loss: $1.29M; compared with a net loss of $467.94K a year earlier

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Nevada		26-1754034
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7301 NW 4th Street Suite 102 Plantation, FL		33317
(Address of principal executive offices)		(Zip Code)

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

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

		Page
PART I

Item 1.	Business		4
Item 1A.	Risk Factors		6
Item 1B.	Unresolved Staff Comments		11
Item 2.	Properties		11
Item 3.	Legal Proceedings		11
Item 4.	Mine Safety Disclosures		11

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		12
Item 6.	Selected Financial Data		14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		16
Item 8.	Financial Statements and Supplementary Data		F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		17
Item 9A.	Controls and Procedures		17
Item 9B.	Other Information		18

PART III

Item 10.	Directors, Executive Officers and Corporate Governance		19
Item 11.	Executive Compensation		21
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		23
Item 13.	Certain Relationships and Related Transactions, and Director Independence		23
Item 14.	Principal Accounting Fees and Services		24

PART IV

Item 15.	Exhibits, Financial Statement Schedules		25

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

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

Reports of Independent Registered Public Accounting Firms (Firm ID #5525)		F-2
Consolidated Balance Sheets		F-4
Consolidated Statements of Operations		F-5
Consolidated Statements of Stockholders’ Equity		F-6
Consolidated Statements of Cash Flows		F-7
Notes to the Consolidated Financial Statements		F-8

	1.	Obtained and reviewed the Company's policies for recognizing revenue and the related application under generally accepted accounting principles.

	2.	Verified the reliability and accuracy of daily mining reports on which recognized revenue is derived.

	3.	Performed analysis of daily impairment of digital assets and recalculated the fair value and assessed the appropriateness of the valuation at period-end.

ASSETS	June 30, 2022			June 30, 2021
CURRENT ASSETS:
Cash	$	104		$	-
Crypto Currency Held		9,211			-
Prepaid consulting		47,834			-
TOTAL CURRENT ASSETS		57,149			-

Plant and Equipment		421,633			-
Prepaid consulting		408,804			-
Facility Deposit		10,570			-
TOTAL ASSETS	$	898,156		$	-

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses	$	18,954		$	1,124
Due to Related Parties		120,000			45,000
TOTAL CURRENT LIABILITIES		138,954			46,124
TOTAL LIABILITIES		138,954			46,124

Commitments and Contingencies		-			-

STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock, 0.001 par value, authorized 350,000,000 shares and 19,573,952 and 14,669,106 issued and outstanding as of June 30, 2022, and June 30, 2021 respectively		19,574			14,669
Additional Paid In Capital		4,900,385			2,805,766
Shares to be issued		-			-
Accumulated deficit		(4,160,757	)		(2,866,559	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		759,202			(46,124	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	898,156		$	-

	2022			2021
REVENUE	$	61,906		$	-
Cost of goods sold		41,949			-
Gross Profit		(19,957	)		-

EXPENSES
Transfer Agent and Filing Fees		6,533			11,193
Professional Fees		79,330			94,000
Management and Consulting Fees		1,113,662			360,000
Administration Fees		96,839			2,750
TOTAL EXPENSES		1,296,364			467,943

Loss from Operations		(1,276,407	)		(467,943	)

Impairment of digital assets		(17,791	)		-
Interest Expense		-			-
LOSS BEFORE TAXES		(1,294,198	)		(467,943	)
Provision for Income Taxes		-			-
NET LOSS	$	(1,294,198	)	$	(467,943	)

NET LOSS PER COMMON SHARE - BASIC & DILUTED	$	(0.11	)	$	(0.04	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC & DILUTED		16,276,438			10,949,180

					Additional
	Common Stock				Paid in			Shares to			Accumulated
	Shares		Amount		Capital			be issued			Deficit			TOTAL
Balance, June 30, 2020		103,073	$	103	$	815,996		$	1,105,674		$	(2,398,616	)	$	(476,843	)

Shares issued from to be issued		2,535,835		2,536		1,103,138			(1,105,674	)		-			-
Shares issued from private sale		350,000		350		(350	)		-			-			-
Shares issued for services		300,000		300		299,700			-			-			300,000
Shares issued for related party debt conversion		11,380,198		11,380		587,282			-			-			598,662

Net Loss		-		-		-			-			(467,943	)		(467,943	)
Balance June 30, 2021		187,500		14,669		2,805,766			-			(2,866,559	)		(46,124	)

Shares issued for related party debt conversion		1,500,000		1,500		43,500			-						45,000
Share based expense for warrants issued						770,850									770,850
Shares issued for subscriptions		747,837		748		560,127			-						560,875
Shares issued for services		1,475,000		1,475		603,274									604,749
Shares issued for debt conversion		1,182,009		1,182		116,868			-						118,050
															-
Net Loss		-		-		-			-			(1,294,198	)		(1,294,198	)
Balance June 30, 2022		19,573,952	$	19,574	$	4,900,385		$	-		$	(4,160,757	)	$	759,202

	2022			2021
OPERATING ACTIVITIES
Net Income (Loss)	$	(1,294,198	)	$	(467,943	)
Depreciation		23,867			-
Impairment of digital assets		17,791			-
Share issued for services and warrants issued		993,662			300,000
Change in Crypto Currency Held		18,297
Change in other assets		(10,570	)
Change in Related Party Advances		-			170,046
Change Accounts Payable and Accrued Expenses		17,830
Net Cash Used by Operating Activities		(233,321	)		(2,103	)

INVESTING ACTIVITIES:
Purchase of Equipment		(445,500	)		-
Purchase of Land		-			-
Net cash used by investing activities		(445,500	)		-

FINANCING ACTIVITIES:
Advances related party		118,050			-
Proceeds from subscriptions received		560,875			-
Net cash provided by financing activities		678,925			-
NET INCREASE (DECREASE) IN CASH		104			-

CASH AT BEGINNING OF PERIOD		-			-

CASH AT END OF PERIOD	$	104		$	-

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

Supplemental Non-Cash Information
Shares issued for related party debt conversion	$	418,050		$	598,662
Shares issued and recorded as prepaid expense	$	600,138		$	-

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

		Level 1				Level 2				Level 3				Total
Fair value of crypto currency held – June 30, 2022		$	9,211			$	-			$	-			$	9,211

	June 30, 2022			June 30, 2021
Deferred Tax Asset	$	873,759		$	601,977
Valuation Allowance		(873,759	)		(601,977	)
Deferred Tax Asset (Net)	$	-		$	-

		Warrants - Common Share Equivalents		Weighted Average Exercise price		Warrants exercisable - Common Share Equivalents		Weighted Average Exercise price
Outstanding June 30, 2020			187,500	$	0.75		187,500	$	0.75
Additions	Granted		-		-		-		-
Expired	Expired		-	$	-		-		-
	Exercised		-		-		-		-
Outstanding June 30, 2021			187,500	$	0.75		187,500	$	0.75
Additions	Granted		3,497,833		1.50		1,247,833		1.50
Expired	Expired		-	$	-		-		-
	Exercised		-		-		-		-
Outstanding June 30, 2022			3,685,333	$	1.47		1,435,333	$	1.47

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

Name	Age	Position

Frank Horkey	66	President/Chief Executive Officer, Secretary and Chief Financial Officer Director

Name and Principal Position	Fiscal Years	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Frank Horkey, Note 1)	2015-2021		0		0	$	210,000		0		0		0		0	$	210,000
President/Secretary/Treasurer/CFO
	2022					$	143,500	$	29,575							$	173,075

	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options # Exercisable		# Un-exercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options		Option Exercise Price		Option Expiration Date		Number of Shares or Units of Stock		Market Value of Shares or Units		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights		Value of Unearned Shares, Units or Other Rights

Frank Horkey		0		0		0		0		0		350,000	$	143,500		250,000	$	29,575
Pres/CEO Secretary CFO		0		0		0		0		0		0		0		0		0

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class (1)

Officers and Directors
Common Stock	Frank Horkey 7301 NW4^th St Suite 102 Plantation FL 33317	900,000 shares		4.8	%

Common Stock	All directors and named executive officers as a group (1 person)	900,000 shares		4.8	%
Beneficial Owners 5% or Greater
	Lazarus Asset Management LLC 9540 NW 10^th St. Plantation, FL 33322	1,445,220 shares		7.4	%
	Squadron Marketing LLC 2070 s. Hibiscus Dr Miami, FL 33181	1,445,220 shares		7.4	%

Exhibit No.		Description

3.1		Articles of Incorporation incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on July 25, 2008
3.3		Bylaws, incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on April 18, 2011
31.1		Certification of Principal Executive Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Principal Financial Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)**
101.SCH		Inline XBRL Taxonomy Schema**
101.CAL		Inline XBRL Taxonomy Calculation Linkbase**
101.DEF		Inline XBRL Taxonomy Definition Linkbase**
101.LAB		Inline XBRL Taxonomy Label Linkbase**
101.PRE		Inline XBRL Taxonomy Presentation Linkbase**
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	TREX Acquisition Corp. a Nevada corporation

October 17, 2022	By:	/s/ Frank Horkey
		Frank Horkey
	Its:	President, Director
		(Principal Executive Officer)

October 17, 2022	By:	/s/ Frank Horkey
		Frank Horkey
	Its:	Chief Financial Officer, Secretary, Treasurer, Director
		(Principal Financial and Accounting Officer)

1.	I have reviewed this annual report on Form 10-K of TREX Acquisition Corp;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to affect the registrant's internal control over financial reporting; and

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 17, 2022	By:	/s/ Frank Horkey
	Name:	Frank Horkey
	Title:	Chief Executive Officer/President/Secretary/Treasurer/Chief Financial Officer/Director