TRXA 10-Q
T-REX Acquisition Corp. (TRXA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the three months ended
or
For the transition period from _________ to _________
Commission File Number:
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
( |
(Registrant’s Telephone Number, Including Area Code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
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). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| Emerging Growth Company |
If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of November 28, 2025, there were
Securities registered under Section 12(g) of the Act:
Title of each class registered:
Common
T-REX ACQUISITION CORP. |
CONSOLIDATED STATEMENTS OF OPERATIONS |
(A Nevada Corporation)
TABLE OF CONTENTS
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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| Table of Contents |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
T-REX ACQUISITION CORP.
September 30, 2025
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| Table of Contents |
TREX ACQUISITION CORP. | ||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||
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| September 30, 2025 |
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| June 30, 2025 |
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ASSETS |
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CURRENT ASSETS: |
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Cash & cash equivalents |
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Bitcoin held |
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Prepaid consulting |
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Prepaid expense |
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TOTAL CURRENT ASSETS |
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NON-CURRENT ASSETS: |
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Plant and equipment, net |
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Prepaid consulting |
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Other assets |
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TOTAL NON-CURRENT ASSETS |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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CURRENT LIABILITIES: |
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Accounts payable and accrued expenses |
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Due to related party- accrued compensation |
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Due to related party- advances |
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Note payable - unrelated parties |
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Interest payable - unrelated parties |
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Notes payable - related parties |
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Interest payable - related parties |
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Derivative liability |
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Deposit payable |
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TOTAL CURRENT LIABILITIES |
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NON-CURRENT LIABILITIES: |
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Stock subscription payable (liability) |
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TOTAL NON-CURRENT LIABILITIES |
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TOTAL LIABILITIES |
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Commitments and contingencies (Note 10) |
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STOCKHOLDERS' EQUITY (DEFICIT) |
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Common stock, |
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Series A Preferred stock, |
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Additional paid in capital |
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Stock subscription payable (equity) |
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Accumulated deficit |
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TOTAL STOCKHOLDERS' EQUITY (DEFICIT) |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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The accompanying footnotes are an integral part of these consolidated financial statements.
| F-2 |
| Table of Contents |
T-REX ACQUISITION CORP. | ||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
For the Three Months Ended September 30, | ||||||||
(Unaudited) | ||||||||
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REVENUE |
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Mining revenue |
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Realized gain (loss) on bitcoin held |
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Total revenues |
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Cost of goods sold |
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Depreciation & amortization |
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Electricity |
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Contract labor |
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Repairs and Maintenance |
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Total cost of goods sold |
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Gross Loss |
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Expenses |
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Transfer agent and filing fees |
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Professional fees |
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Management and consulting fees |
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Share based compensation |
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Administration fees |
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Total operating expenses |
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Loss from Operations |
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Other income (expense) |
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Interest expense |
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Gain (loss) on derivative liabilities |
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Capital credits income |
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Total other income (expense) |
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Loss Before Income Taxes |
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Less: Provision for Income Taxes |
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Net Loss |
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Basic and Dilutive Net Loss Per Share |
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Basic and Dilutive - Weighted average number of common shares outstanding |
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The accompanying footnotes are an integral part of these consolidated financial statements.
| F-3 |
| Table of Contents |
T-REX ACQUISITION CORP. | ||||||||||||||||||||||||||||||||
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||||||||
As of September 30, 2025 | ||||||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||
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| Common Stock at Par $0.0001 |
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| Preferred Stock at Par $0.001 |
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| Additional |
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| Stock |
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| Number of Shares |
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| Amount |
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| Number of Shares |
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| Amount |
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| Paid in Capital |
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| Subscription Payable |
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| Accumulated Deficit |
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| TOTAL |
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Balance June 30, 2024 |
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Shares issued for cash |
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Shares issued for purchase of intangible asset |
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Shares issued as incentives to note payable agreements - unrelated parties |
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Shares issued as incentives for note payable agreements - related parties |
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Shares issued for redemption of warrants |
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Shares issued for note payable conversion |
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Shares issued for services |
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Share issuance obligation for conversion of note payable |
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Share issuance obligation for services provided |
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Shares issuance obligation for note payable incentives - related parties |
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Share issuance obligation for exercised warrants |
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Warrants issued as noteholder incentives |
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Warrants issued as share-based compensation |
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Net Loss |
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Balance June 30, 2025 (Audited) |
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Shares issued for note payable cancellation |
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Share issuance obligation for conversion of note payable - related parties |
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Shares issuance obligation for note payable incentives - related parties |
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Share issuance obligation for exercised warrants |
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Shares issued as stock-based compensation |
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Shares issued as incentives to note payable agreements - unrelated parties |
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Shares issued for services |
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Net Loss |
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Balance September 30, 2025 (Unaudited) |
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| $ |
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| $ |
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| $ | ( |
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| $ | ( |
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| F-4 |
| Table of Contents |
TREX ACQUISITION CORP. | ||||||||
CONSOLIDATED STATEMENT OF CASH FLOWS | ||||||||
(Unaudited) | ||||||||
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| For the Three Months Ended September 30, |
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| 2025 |
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| 2024 |
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OPERATING ACTIVITIES |
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Net Income/ (Loss) |
| $ | ( | ) |
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Adjustments to reconcile net loss to net cash used in operating activities |
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Share based compensation expense |
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Capital credits income recognized |
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Depreciation & amortization |
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Consulting services paid in shares |
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Compensation paid in form of note payable |
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Loss (gain) on derivative liability |
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Loan cost - paid by share issuance |
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Legal costs - paid by share issuance |
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Debt issuance costs – warrants issued |
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Changes in assets and liabilities: |
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(Increase) decrease in assets |
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Bitcoin held |
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Prepaid expense |
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Other assets |
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Increase (decrease) in liabilities |
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Accounts payable and accrued expenses |
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Interest payable to third parties |
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Interest payable to related parties |
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Advances payable to related parties |
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Balances owed to related parties |
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Net cash used in operating activities |
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|
|
INVESTING ACTIVITIES: |
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|
|
|
Capital expenditures – CIP / building improvements |
| $ | ( | ) |
| $ |
| |
|
|
|
|
|
|
| - |
|
Net cash used in investing activities |
|
| ( | ) |
|
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| |
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|
FINANCING ACTIVITIES: |
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|
Shares issued for cash |
| $ |
|
| $ |
| ||
Repayment of convertible notes |
|
| ( | ) |
|
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|
Proceeds from issuance of note payable - unrelated parties |
|
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| ||
Net cash provided by financing activities |
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| ||
NET INCREASE/(DECREASE) IN CASH |
|
| ( | ) |
|
|
| |
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|
CASH AT BEGINNING OF PERIOD |
| $ |
|
| $ |
| ||
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|
|
CASH AT END OF PERIOD |
| $ |
|
| $ |
| ||
|
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|
|
Supplemental Cashflow Information |
|
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Interest paid |
| $ |
|
| $ |
| ||
Taxes paid |
|
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| ||
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Supplemental Non-Cash Investing and Financing Activities |
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Shares issued for compensation to CTO. |
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| ||
Shares issued as inducement for note payable |
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| ||
Shares issued for related party note payable cancellation |
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| ||
Shares issued for the obligation earlier booked |
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| ||
The accompanying footnotes are an integral part of these consolidated financial statements.
| F-5 |
| Table of Contents |
T-REX ACQUISITION CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
T-REX Acquisition Corp. (“T-REX” or the “Company”) was incorporated on January 16, 2008, in the State of Nevada. From inception through June 2021, the Company sought a business combination, including a reverse merger opportunity. In July 2021, the Company pivoted its strategy to become an emerging technology enterprise, focusing on operations and investments in the cryptocurrency sector, particularly those related to distributed ledger technologies and associated intangible assets.
On June 1, 2022, the Company formally changed its name from “TREX Acquisition Corp.” to “T-REX Acquisition Corp.”
As of June 30, 2025, the Company is a holding company with the following subsidiaries: Raptor Mining LLC, a Florida limited liability company (“Raptor”); and TRXA Merger Sub, Inc., an inactive Delaware corporation (“Merger Sub”), Megalodon Mining and Electric, LLC, a Florida limited liability company (“Megalodon”), Sabretooth Mining Containers, LLC., a Florida limited liability company (“Sabretooth”), and Deinodon, a Florida limited liability company (“Deinodon”).
The Company is authorized to issue up to
Business Focus and Strategy
T-REX’s current strategic focus includes securing and operating within the Bitcoin distributed ledger network, as well as exploring additional distributed ledger protocols and infrastructure opportunities. Bitcoin (“BTC”) is a decentralized digital currency operating on a peer-to-peer network called the blockchain, which enables secure, trustless transactions without reliance on a central authority.
The Company began earning Bitcoin mining rewards on February 17, 2022, recognizing revenue based on the USD value of the rewards received. T-REX, generally does not retain Bitcoin on its balance sheet and frequently converts received BTC into U.S. dollars or uses it for payments to third parties.
| F-6 |
| Table of Contents |
The consolidated entity is comprised of T-REX Acquisition Corp. and its wholly owned subsidiaries:
| · | TRXA Merger Sub, Inc. (“Merger Sub”) was formed on March 13, 2020, in the State of Delaware to facilitate a potential acquisition of a Software-as-a-Service (SaaS) business. The subsidiary is currently inactive and has no operations or reportable assets or liabilities. |
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|
|
| · | Raptor Mining LLC (“Raptor”) was formed on July 9, 202,1 in the state of Florida, Raptor’s operations include the Company’s proprietary Bitcoin mining operations and virtual asset acquisitions. Raptor conducts the Company’s primary cryptocurrency mining activities. Raptor is responsible for validating blockchain transactions in exchange for mining rewards and also engages in the acquisition of virtual assets. |
|
|
|
| · | Megalodon Mining and Electric LLC (“Megalodon”) was formed on July 1, 2022, in the State of Florida, to evaluate, acquire and develop data centres to fulfil its cryptocurrency hosting business model. On March 4, 2025, Megalodon acquired a data center and co-location facility in Orofino, Idaho. The co-location hosting business model offers third party crypto miners support to operate mining operations without purchasing a facility of their own. For a monthly fee, the Company offers lower cost electricity and operational support staff. |
|
|
|
| · | Sabretooth Mining Containers LLC (“Sabretooth”) was formed on February 7, 2025, in the state of Florida to design and fabricate modular containers equipped with electrical and racking infrastructure to support off-site cryptocurrency mining operations. |
|
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| ·
| Deinodon Mining Solutions LLC (“Deinodon”) was formed on March 29, 2025, in the state of Florida provides software and technical resources for cryptocurrency operations. On March 31, 2025, Deinodon acquired the assets of Baoblock, Inc. for $
All intercompany transactions and balances have been eliminated in consolidation. |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America of ("U.S. GAAP") as found in the Accounting Standards Codification ("ASC”), and the Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB") and are expressed in US Dollars. The consolidated financial statements should be read in conjunction with the notes contained herein as part of the Company's quarterly filing in its Form 10-Q filing under the Securities Exchange Commission.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
| F-7 |
| Table of Contents |
Reclassification
Certain reclassifications have been made to prior periods to conform with current reporting.
Principles of Consolidation
As of September 30, 2025, the accounts include those of the Company and its
Business segments
The Company follows ASC 280, Segment Reporting, in identifying, reporting, and measuring its operating segments. Segment information reflects information the financial data utilized by the Chief Operating Decision Maker (“CODM”) in assessing performances and allocating resources. The accounting principles applied to develop segments results are consistent with those used in the preparation of the Company’s consolidated financial statement. Intercompany transactions and balances are eliminated in consolidation, and expenses that are not directly attributable to a specific segment are recorded within the Holding segment unless otherwise supported.
The Company uses the “management approach” to identify its reportable segments. This approach is based on the internal organizational structure used by management for making operational decisions and assessing the performance of the business. Under this approach, the Company has determined that it operates through four reportable segments.
The Holding segment, represented by T-Rex Acquisition Corp., seeks business opportunities to sustain and expand operations. This segment serves as the primary source of financing for the Company, and all major corporate expenses are processed through it. The Mining segment includes the Company’s bitcoin mining operations. It holds the mining-related assets and generates revenue through the receipt of Bitcoin rewards earned from mining activities. The Hosting segment generates revenue by providing third-party hosting services at the Company’s Orofino facility. This segment holds the assets related to the facility and incurs all associated operational expenses. The Software Services segment consists of the entity that focuses on operations and services that can be achieved with state-of-the-art software platform for its industry. The Company plans to utilize this platform to support future business initiatives.
Segmented Information- Statements of Operations |
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| |||||||||||
FY 2026 |
| Holding Segment |
|
| Mining Segment |
|
| Hosting Segment |
|
| Software Services Segment |
|
| Total |
| |||||
Revenue and other income: |
|
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| |||||
Mining revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Realized gain (loss) on sale/exchange of bitcoin |
|
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| |||||
Hosting revenue |
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| |||||
Capital Credits |
|
| - |
|
|
| - |
|
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|
|
| - |
|
|
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| ||
Intersegment sales revenue |
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| ( | ) |
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| ( | ) | |||
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| |||||
Expenses |
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Cost of sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Depreciation and Amortization |
|
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| |||||
Transfer agent and filing fees |
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| |||||
Professional fees |
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| |||||
Management and consulting fees |
|
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|
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| |||||
Share based compensation |
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
| ||
Administration Fees |
|
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| |||||
Interest expense |
|
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| |||||
Gain (Loss) on derivative liabilities |
|
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|
|
|
|
|
|
|
|
|
|
| |||||
Intersegment Expenses |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Net Income (loss) before income taxes |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) | ||
|
|
|
|
|
|
|
|
|
|
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|
Segmented Information- Balance Sheets |
|
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|
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|
|
|
|
|
|
|
|
FY 2026 |
| Holding Segment |
|
| Mining Segment |
|
| Hosting Segment |
|
| Software Services Segment |
|
| Total |
| |||||
Total assets |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: intersegment eliminations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Total assets |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
Less: intersegment eliminations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
| F-8 |
| Table of Contents |
Segmented Information- Statements of Operations |
|
|
|
|
|
|
|
|
| |||||||||||
FY 2025 |
| Holding Segment |
|
| Mining Segment |
|
| Hosting Segment |
|
| Software Services Segment |
|
| Total |
| |||||
Revenue and other income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Mining revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Realized gain (loss) on sale/exchange of bitcoin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Hosting revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Intersegment sales revenue |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Depreciation and Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Loss on impairment of intangible asset (software) |
|
|
|
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|
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|
|
|
|
|
|
|
| |||||
Transfer agent and filing fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Management and consulting fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Share based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Administration Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Gain (Loss) on derivative liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Intersegment Expenses |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
Net Income (loss) before income taxes |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
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|
|
Segmented Information- Balance Sheets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY 2025 |
| Holding Segment |
|
| Mining Segment |
|
| Hosting Segment |
|
| Software Services Segment |
|
| Total |
| |||||
Total assets |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: intersegment eliminations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Total assets |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
Less: intersegment eliminations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.
Cash and cash equivalents
Cash and cash equivalents include short-term, highly liquid investments, such as cash on account with commercial banks, certificates of deposit or money market funds that are readily convertible to known amounts of cash and have original maturities of three months or less. All cash balances are held by major banking institutions.
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
| F-9 |
| Table of Contents |
Prepaid Expenses
Prepaid Expenses are primarily governed by ASC 340-10-25 (Other Assets and Deferred Costs- Recognition.) In accordance with this standard, payments made by the Company in cash or other forms of consideration for goods or services not yet received are classified as prepaid expenses. The Company issued shares to directors and consultants as compensation for services to be performed over a defined period. The portion of this share-based compensation allocated to the future services is recorded as “Pre-paid Consulting” on the balance sheet. These transactions are valued using the service amount specified in the service provider’s invoice or contract or at the Company’s stock price on the grant date, whichever is the better estimate for the value of service.
Fair value of financial instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S.) GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
| |
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| |
Level 3 | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
Fair Value Measurements as of September 30, 2025 |
|
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| ||||
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|
|
|
|
|
| ||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bitcoin held |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Note Payable (related parties) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Note Payable (unrelated parties) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements as of June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bitcoin held |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Note Payable (related parties) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Note Payable (unrelated parties) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| F-10 |
| Table of Contents |
The Carrying amount of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair value because of the short maturity of those instruments.
Disaggregated Revenue Disclosure
The Company’s customers or sources of revenue generation were only in Idaho, United States during the period ended September 30, 2025. Below is a table of revenue by type:
|
| For the period ended |
| |||||
Revenue Type |
| September 30, 2025 |
|
| June 30, 2025 |
| ||
Mining Revenue |
| $ |
|
| $ |
| ||
Hosting Revenue |
|
|
|
|
|
| ||
Realized Gain or Loss on Bitcoin Held |
|
|
|
|
|
| ||
Total revenue |
| $ |
|
| $ |
| ||
Digital Currencies – Bitcoin
The Company accounts for digital assets in accordance with the AICPA Practice Aid “Accounting for and Auditing of Digital Assets” (June 30, 2022) and SEC Staff Accounting Bulletin No. 121, which provide non-authoritative guidance under U.S. GAAP. There is currently no specific authoritative guidance on accounting for digital assets; therefore, digital assets that lack physical substance meet the definition of intangible assets and are accounted for under FASB ASC 350, Intangibles – Goodwill and Other.
Effective June 30, 2024, the Company early adopted FASB ASU 2023-08, “Accounting for and Disclosure of Crypto Assets.” This standard requires that qualifying crypto assets, including Bitcoin, be measured at fair value under ASC 820, with changes in fair value recognized in net income each reporting period, replacing the previous impairment model.
The Company held no digital assets as of September 30, 2025. As of June 30, 2025, the Company held Bitcoin with a fair value of $
| F-11 |
| Table of Contents |
Plant and equipment - Crypto-currency machines
The rate at which the Company generates digital assets, and therefore consumes the economic benefits of its mining equipment, is influenced by several factors, including:
| · | the complexity of the transaction verification process, driven by algorithms contained within the Bitcoin open-source protocol; |
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| · | the general availability of global computer processing capacity (the Bitcoin network’s total hash rate); and |
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| · | technological obsolescence caused by rapid advancements in mining hardware, with newer-generation models typically offering higher efficiency and lower operating costs. |
The Company operates in an emerging industry with limited historical data to support estimates of the useful economic lives of specialized mining equipment. Mining equipment may become obsolete more rapidly than traditional equipment due to ongoing technological development and efficiency improvements. Plant and equipment, consisting primarily of mining equipment, are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.
Prior to fiscal year 2023, the Company used an estimated useful life of seven years for its mining machines. During the fiscal year ended June 30, 2023, management reassessed the useful life to one year, consistent with prevailing industry research and the rapid evolution of Bitcoin mining hardware. The revised useful life was applied prospectively beginning July 1, 2023. Management evaluates this estimate annually and will revise it as updated information becomes available.
In March 2025, the Company purchased its first datacenter/co-location facility in Orofino, Idaho. Of the $
Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If impairment indicators are present, the Company compares the estimated future undiscounted cash flows expected to be generated by the asset group to its carrying value. If the carrying value exceeds the undiscounted cash flows, the asset is written down to fair value, and the resulting impairment loss is recognized in the condensed consolidated statements of operations.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company applies the following five-step model to all revenue streams within the scope of ASC 606:
| F-12 |
| Table of Contents |
Cryptocurrency Mining Revenue
Crypto asset transaction verification is the output generated from the Company's ordinary activities under its mining pool contract. The consideration the Company receives is a bitcoin reward, which the Company measures at fair value on the date awarded. Rewards are earned when the Company successfully places a block (by being the first to solve an algorithm). As a result, the Company receives confirmation from the mining pool of the block placed and rewards earned. The Company uses the quoted price of the bitcoin at closing, on the date the coin is mined to value its reward/s. There is no significant financing component in these transactions. Expenses associated with running the digital currency mining business, such as rent, mining equipment depreciation, and electricity costs are also recorded as cost of revenue.
The fair value of Bitcoin received is determined using the closing U.S. dollar spot rate of Bitcoin on the grant date of the reward.
Subsequent to the Bitcoin reward being granted. Bitcoin is measured and held at its fair market value in accordance with ASC 350-60 and ASC 820, and any changes in fair value are recorded in the statement of operations as unrealized gains or losses. Upon the sale or exchange of Bitcoin, the difference between the carrying amount and the proceeds received is recognized as a realized gain or loss.
The Company applies the ASC 606 model as follows:
| · | Step 1: Contract/s are established via written service agreements with the mining pool. |
| · | Step 2: The primary performance obligation is to continuously perform calculations using mining equipment to solve algorithms and add blocks to the Bitcoin block chain network. |
| · | Step 3: The transaction price is the agreed number of Bitcoin awarded based on the mining pool agreement. |
| · | Step 4: The allocation of the transaction price is not applicable as it fully relates to the mining of Bitcoin, which is a single performance obligation. |
| · | Step 5: Revenue is recognized upon verification of transactions/ solving an algorithm and adding the blocks to the Bitcoin block chain network. |
Co-location Hosting Revenue
The Company provides co-location hosting services to third-party customers, primarily digital asset mining businesses, through the provision of physical space and supporting infrastructure within its mining facility. These services generally include the allocation of rack space for customer-owned mining equipment, delivery of electrical power, internet connectivity, facility cooling, physical security, and basic operational support such as equipment monitoring and maintenance. The Company’s facilities are designed to support the high power and uptime requirements typical of cryptocurrency mining operations.
Revenue from these services is recognized over time, as the performance obligation (continuous hosting access) is satisfied. Customers typically prepay a fixed estimated fee at the beginning of each month for that month’s services; charge adjustments and credits are applied at the end of each month based on actual charges. The hosting fee is determined based on the estimated miner’s kilowatt hours and period of use.
| F-13 |
| Table of Contents |
The Company applies the ASC 606 model as follows:
| · | Step 1: Contracts are established via written service agreements. |
| · | Step 2: The primary performance obligation is continuous provision of hosting services. |
| · | Step 3: The transaction price is a single charge of kilowatt hours over time. |
| · | Step 4: The full transaction price is allocated to the hosting service obligation. |
| · | Step 5: Revenue is recognized rateably over time, using a time-based output method. |
Software Development and Licensing Revenue
Through Deinodon, its subsidiary, the Company expects to generate revenue from the development and licensing of proprietary software used for the remote monitoring and management of physical operations, including real-time temperature tracking of hardware components, operational performance analytics, and predictive maintenance alerts.
Modular Infrastructure Sales
Through Sabretooth, its subsidiary, the Company expects to generate revenue through the design,
fabrication, and sale of modular containers equipped with electrical and racking infrastructure to support off-site cryptocurrency mining operations.
Transaction Price Considerations
The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.
When determining the transaction price, the Company considers the following elements as required by ASC 606-10-32:
| · | Variable Consideration: For hosting arrangements that include usage-based components (e.g., power), the Company estimates the variable consideration using the most likely amount method. Such amounts are included in the transaction price only to the extent that it is probable a significant revenue reversal will not occur. |
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| · | Constraining Estimates of Variable Consideration: The Company applies a constraint to variable amounts when uncertainty exists. For example, new or ramp-up contracts may have variable power consumption that cannot be reliably estimated at inception. |
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| · | Significant Financing Component: Not applicable. The Company does not offer extended payment terms or upfront payments that span more than one year. Accordingly, the Company has concluded that its contracts do not contain a significant financing component. |
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| · | Noncash Consideration: Revenue from cryptocurrency mining is received in the form of noncash consideration (i.e., Bitcoin), which is measured at fair value upon receipt, consistent with ASC 606-10-32-21. Noncash consideration is not typical in co-location contracts but would be accounted for in the same manner if applicable. |
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| · | Consideration Payable to a Customer: The Company does not offer consideration payable to customers, such as rebates or incentives. Co-location contracts are typically long-term, and any service credits are applied as reductions to future monthly charges. At the contract’s termination, credits may be offset against final contract charges. Monthly billing estimates generally align closely with actual usage, resulting in minimal adjustments. |
| F-14 |
| Table of Contents |
Stock based compensation.
The Company accounts for stock-based compensation in accordance with ASC Section 718 Compensation – Stock Compensation. Under the fair value recognition provisions of ASC 718 stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expensed ratably over the requisite service period/vesting period.
The Company accounts for share-based payments issued to non-employees in accordance with ASU 2018-07, Compensation-Stock Compensation (Topic 718). Improvements to Non-employee Share Based Payment Accounting, which requires non-employee awards to be measured at grant date fair value and recognized in a manner consistent with awards granted to employees. Accordingly, the Company applies ASC 718’s guidance for classification, measurement, and expense recognition to all equity-classified and liability-classified and liability -classified awards granted to non-employees.
Commitments and contingencies
The Company follows subtopic 450-20, Loss Contingencies, in evaluating and reporting contingencies. In accordance with this guidance, the Company records a liability for a loss contingency when it is probable that a liability has been incurred, and the amount of the loss can be reasonably estimated. Loss contingencies may arise from claims, assessments, litigation, fines, penalties, and other sources.
During the three-month ended September 30, 2025 the lender holding a lien on the Company’s Orofino, Idaho facility filed a notice of default and initiated foreclosure proceedings as a result of the Company’s default of the related note payable. Management is currently evaluating the potential impact of this matter. Refer to Note 10- Commitment and Contingencies for additional information, as well as Note 17 – Subsequent Events.
Related Party Disclosures
Under ASC 850 “Related Party Transactions” an entity or person is considered to be a “related party” if it has control, significant influence or is a key member of management personnel. A transaction is considered to be a related party transaction when there is a transfer of resources of obligations between related parties. The Company, in accordance with the standard ASC 850, presents disclosures about related party transactions and outstanding balances with related parties, see Note 9.
Earnings per Share
The Company computes earnings (loss) per share ("EPS") in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted EPS on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants or stock options and the conversion of instruments convertible to common stock. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
As of September 30, 2025, and June 30, 2025, there were outstanding warrants that could convert into
Derivative Financial Instruments
The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features (such as conversion features) that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. The Company had convertible notes with derivative values determined as $
| F-15 |
| Table of Contents |
Income taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary or permanent differences). The effect on deferred income tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the enactment date.
FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not-recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2016, and prior. Based on our evaluation of the transactions and events, the Company does not believe it has any material uncertain tax positions that require measurement. The IRS requires all domestic corporations in existence for any part of the tax year to file an income tax return whether or not they have taxable income. The Company incurred a loss for the fiscal years ended June 30, 2025, and 2024, and has not filed tax returns for either year or since its 2016 filings. The Company has not received any notifications from the IRS. Reported tax benefits and valuation allowances are the Company’s best estimate of its tax positions and have not been reviewed by the taxing authority.
Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets at June 30, 2025, or June 30, 2024, and have not recognized interest and/or penalties in the consolidated statement of operations for the period or year then ended.
We are subject to taxation in the U.S., the state of Florida and Idaho. The Company’s tax returns remain subject to potential examination by the tax authorities within 3 years from the filing date.
Allowance for Credit Losses
The Company estimates its allowance for credit losses using the Current Expected Credit Loss (CECL) model under ASC 326. The CECL model requires recognition of expected credit losses over the contractual life of financial assets held at the reporting date, considering historical experience, current conditions, and reasonable and supportable forecasts.
Financial assets subject to CECL include trade receivables and note receivables. The Company groups financial asset based on shared risk characteristics and evaluates them collectively. The allowance is measured using a combination of historical loss rates, adjusted for current economic trends and forward-looking factors such as industry outlook and macroeconomic indicators (e.g., unemployment rate, GDP).
Under CECL, the carrying amount of a financial asset (net of the allowance for credit losses) represents the amount the Company expects to collect. This means that when the CECL estimate is appropriately recorded, the net reported balance of financial assets reflects management’s best estimate of collectible cash flows, based on available and supportable information.
Management reviews the adequacy of the allowance at each reporting period and updates estimates as appropriate. Changes in estimates are recorded in the income statement as a component of credit loss expense. The Company has considered the recent guidance and does not have receivables that would require this level of analysis in determining the net realizable balance of accounts receivable.
| F-16 |
| Table of Contents |
Cash flows reporting
The Company prepares its statements of cashflows in accordance with ASC-230, Statements of Cash Flows, using the indirect method. Cash Equivalents include investments, with original maturities of three months or less. Non-cash investing and financing activities are disclosed separately in the supplemental section of the cash flow statement. Cash receipts from cryptocurrency mining rewards are classified as operating cash inflows. Cash purchases of property and equipment are classified as investing activities, while proceeds from debt or equity financing are included in financing activities. Some transactions were part cash and part no-cash and disclosed accordingly.
Advertising Costs
Advertising costs are expensed as incurred in accordance with ASC 720-35, Advertising Costs. These costs are included in selling, general and administrative expenses on the consolidated statements of operations. Advertising expenses were $
Equity/Shares Capital
The Company accounts for equity transactions in accordance with ASC 505, Equity. Common stock and preferred stock are recorded at par value, with any proceeds received in excess of par value reflected in additional paid-in capital. Equity issuance costs are recorded as a reduction of additional paid-in capital. Shares issued for services or other non-cash consideration are measured at the fair value of the equity instruments issued on the grant date, or the fair value of the services received, whichever is more reliably measurable.
As of September 30, 2025, the Company is authorized to issue
On September 8, 2025, the Company designated
Recent Accounting Pronouncements
Environmental Credits (Proposed Topic 818) - New guidance on how to account for environmental credits like carbon offsets and renewable energy certificates. Focus on consistent recognition, measurement, and disclosure. Still in proposal stage (comment period through April 2025). As no renewable energy sources are used for operations, we currently deem these credits are not applicable.
Disaggregation of Income Statement Expenses (ASU 2024-03) - Companies must break out major expense categories (e.g., labor, depreciation) in the notes to financial statements aimed at improving transparency. Effective for annual periods after Dec 15, 2026 (early adoption allowed). This is applicable to the Company but it’s not yet effective and the Company has not elected early adoption.
Income Tax Disclosure Improvements (ASU 2023-09) - Requires clearer details on income taxes paid (by federal, state, and foreign) and better breakdowns of rate reconciliations. Helps investors better understand a company’s tax situation. This standard applies to the Company but is not currently applicable to current period financials, as we have incurred losses and have no tax expense.
Subsequent events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company evaluates subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer, considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
| F-17 |
| Table of Contents |
NOTE 3. GOING CONCERN
As reflected in the accompanying financial statements, the Company has incurred significant operating losses since its inception. For the year ended September 30, 2025, the Company had a net loss of $
While the Company is attempting to resume and expand operations and generate increased revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect and there is substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4. PRE-PAID CONSULTING
The Company issued restricted common stock to its directors and advisors as compensation for future services. Such shares are considered issued and outstanding at the grant date, and the related share-based compensation expense is recognized over the service period as the services are rendered. The portion of compensation not yet incurred is recorded as prepaid consulting expense. During the fiscal year ended June 30, 2025, the Company issued
On July 1, 2025, the Company granted an additional
| F-18 |
| Table of Contents |
NOTE 5. OTHER ASSETS
As of September 30, 2025 and June 30, 2025, the Company maintained a refundable electricity deposit of $
During the three months ended September 30, 2025, the Company received a capital credit allocation notice from local electrical cooperating totaling $
Accordingly, total other long-term assets as of September 30, 2025, were $
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Realized gain (loss) on sale/exchange of bitcoin |
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Bitcoin used for operational expenses (Cost basis) |
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NOTE 7. PROPERTY PLANT & EQUIPMENT
Property and equipment are recorded at cost. Land is not depreciated. Buildings, building improvements, machinery and equipment, and furniture are depreciated using accelerated methods over their estimated useful lives. Maintenance and repair costs are expensed as incurred, while expenditures that improve or extend the useful lives of the related assets are capitalized. Gains or losses on disposals are recognized in operations. Construction in progress (“CIP”) represents capitalized costs for assets not yet placed into service and is not depreciated.
During fiscal 2024, the Company fully depreciated all cryptocurrency mining equipment previously deployed at Simple Mining in Iowa. In March 2025, the Company purchased a co-location facility and certain legacy crypto miners pursuant to an Asset Purchase Agreement with an unaffiliated third party for $
During the three months ended September 30, 2025, the Company recorded additional building improvements of $1,063 and construction-in-progress additions of $6,648 related to ongoing enhancement activities at the Orofino facility.
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Machinery & Equipment - Electrical Equipment |
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Machinery & Equipment - Miners |
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Computer Equipment |
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Depreciation expense amounted to $
See NOTE 10.” COMMITMENTS AND CONTINGENCIES” regarding Liens related to the Orofino property.
| F-19 |
| Table of Contents |
NOTE 8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
During the three months ended September 30, 2025, the Company accrued amounts owed to vendors and other accrued expenses, which were comprised of the following:
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During the three months ended September 30, 2025,
| F-20 |
| Table of Contents |
NOTE 9. RELATED PARTY TRANSACTIONS
Office space
For the three months ended September 30, 2025, the Company recorded $
Due to Related Parties-accrued compensation
During the three months ended September 30, 2025, the Company incurred management advisory fees of $
During the three months ended September 30, 2025, the Company incurred compensation expense of $
During the three months ended September 30, 2025, the Company incurred board of director fees totaling $
Notes Payable – Related Parties
Related parties notes payable consist of convertible and non-convertible notes payable with a principal balance on September 30, 2025, and June 30, 2025, of $
| F-21 |
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These notes do not require regular monthly payments, but rather they are to be settled by the maturity date if not converted.
Lazarus Asset Management LLC and Sparta Road Ltd. are related parties as these entities share key management / personnel (Timothy Ruggiero) with TREX.
On February 3, 2025, the Company issued Frank Horkey (“Horkey”) a $
On March 5, 2025, the Company issued Frank Horkey (“Horkey”) a $
On March 5, 2025, the Company issued Frank Horkey (“Horkey”) a $
On September 30, 2025, as compensation for management services the Company issued Lazarus a $
On September 30, 2025, as compensation for management services the Company issued Frank Horkey a $
Other Related Party Debt
In addition to notes payable owed to related parted parties, various officers advanced funds for operating expenses. These amounts are reported on the balance sheet as “Due to related party -advances” on September 30, 2025, and June 30, 2025, in amount of $
| F-22 |
| Table of Contents |
NOTE 10. COMMITMENTS AND CONTINGENCIES
Legal contingencies
From time to time, the Company may be a defendant in pending or threatened legal proceedings arising in the normal course of business. Management is not aware of any pending, threatened or asserted claims other than a Notice of Default filed on September 24, 2025, by the Holder of the first mortgage of hon the Orofino property. See “Note 10 – Related Party Transactions”, “Note 12. Notes Payable Unrelated Third Parties”, and “Note 17. Subsequent Events” for additional details.
Power Supply Agreement
On October 20, 2024, the Company entered into a power supply agreement with Clearwater Power Company (“Clearwater”) for the provision of electric power and facilities to support the Company’s cryptocurrency mining operations in Orofino, Idaho. In accordance with the terms of the agreement, the Company deposited $
Mortgages Secured by Orofino Facility
The related-party and unrelated third-party mortgages entered into on March 5, 2025, in connection with the acquisition of the Company’s Orofino facility are secured by two liens. One lien relates to a $
NOTE 11. NOTES PAYABLE- UNRELATED THIRD PARTIES
Unrelated parties’ notes payable consists of convertible and non-convertible notes payable with a principal balance on September 30, 2025, June 20, 2025, of $
These notes do not require regular monthly payments, but rather they are to be settled by the maturity date if not converted.
| F-23 |
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(a) Convertible Note Payable - Unrelated Parties
On July 1, 2024, the Company issued a private investor a $
On September 29, 2023, the Company issued a private investor a $
On July 1, 2024, the Company issued to a private investor a $
On January 9, 2025, the Company issued to a private investor a $
| F-24 |
| Table of Contents |
On August 29, 2025, the Company issued to a private investor a $
On September 10, 2025, the Company issued to a private investor a $
On August 29, 2025, the Company issued to a private investor a $
On September 5, 2025, the Company issued to a private investor a $
On August 29, 2025, the Company issued to a private investor a $
See due to Note 9 “Related Parties Transactions” for additional senior secured convertible promissory notes issuances.
(b) Note Payable – Unrelated Parties
On March 5, 2025, the Company issued to the seller of the Orofino facility a $
| F-25 |
| Table of Contents |
NOTE 12. DERIVATIVE LIABILITIES
The Company has certain convertible notes outstanding that require evaluation and recognition as derivative liabilities. As of September 30, 2025, the derivative liability totalled $
For the period ended September 30, 2025, the Company recorded a loss of $
The following table summarizes the weighted average key inputs used in the Black-Scholes model for all outstanding conversion feature derivative liabilities as of the measurement dates:
Input |
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| F-26 |
| Table of Contents |
NOTE 13. COMMON STOCK
Frank Horkey received
On July 1, 2022, Michael Christiansen received
On July 1, 2022, Squadron Marketing LLC received
On July 1, 2022, Lazarus Asset Management LLC received
On July 1, 2022, John Bennet received
On September 25, 2024, a private investor purchased
On October 5, 2024, a private investor purchased
| F-27 |
| Table of Contents |
On October 11, 2024, a private investor purchased
On October 15, 2024, a private investor purchased
On December 6, 2023, the Company agreed to sell to a private investor,
On January 1, 2025, Frank Horkey received
On January 1, 2025, Peter Chung through Squadron Marketing LLC received
On January 1, 2025, Frank Horkey, Michael Christiansen and Peter Chung received
On July 1, 2024, Matthew Cohen received
On July 1, 2024, Antonio Oliveira received
On March 31, 2025, issued
| F-28 |
| Table of Contents |
On January 1, 2025, the Company entered into a service agreement with Aubyn Honeysett to manage its colocation facility in Orofino, Idaho. Under the terms of the agreement, Ms. Honeysett was awarded
On January 1, 2025, the Company entered into a service agreement with Bryce Greenfield in connection with his role managing the Company’s co-location facility in Orofino, Idaho. Under the terms of the agreement, Mr. Greenfield was granted
On April 1, 2025, a private investor purchased
On April 1, 2025, a private investor purchased
On April 1, 2025, a private investor purchased
On April 1, 2025, a private investor purchased
On April 1, 2025, a private investor purchased
On April 1, 2025, a private investor purchased
On March 31, 2025, The Company acquired proprietary software and technical knowhow of Baoblock, Inc. for $
On June 25, 2025, the Company’s legal counsel was awarded
On July 1, 2025, the Company approved a stock-based compensation arrangement for its Chief Technology Officer, Antonio Oliveira, consisting of
On September 29, 2025, the Company issued
On September 29, 2025, the Company issued
On September 29, 2025, the Company issued
On September 29, 2025, the Company issued
| F-29 |
| Table of Contents |
NOTE 14. PREFERRED STOCK
On September 8, 2025, the Company filed a Certificate of Designation with the Secretary of State of Nevada authorizing
Holders of Series A Preferred Stock are entitled to receive cumulative dividends at
Each Series A Preferred share entitles the holder to 500 votes per share on all matters submitted to a vote of stockholders.
Upon liquidation, dissolution or winding up of the Company, holders of Series A Preferred Stock are entitled to receive, prior to distributions to holders of junior securities, an amount equal to the par value plus any accumulated dividends or other amounts then due. If available assets are insufficient to pay these amounts in full, distributions will be made pro rata among preferred holders.
The Series A Preferred Stock is convertible at any time after issuance into shares of the Company’s common stock at a conversion rate of
On September 29, 2025, the Board of Directors approved the issuance of
As of September 30, 2025, there were
| F-30 |
| Table of Contents |
NOTE 15. WARRANTS
Warrants Issued for Investment
On February 8, 2024, entities belonging to Peter S. Chung and Timothy B. Ruggiero, collectively, accepted a Pre-Funded Common Stock Purchase Warrant to purchase three million shares of the Company’s restricted common stock at $.01 per share until the Warrant has been exercised in full. This warrant was issued as full consideration for their surrendering of
On March 24, 2023, in connection with a $
See “Note 11. NOTES PAYABLE- UNRELATED THIRD PARTIES”, Note Payable section for details on convertible promissory notes issued with warrants on January 9, 2025.
Certain of the shares and warrants noted above were issued to Board Members, Advisory Board Members and Consultants for services to be rendered for periods subsequent to June 30, 2025. Amounts related to shares issued as compensation for services not yet performed are treated as prepaid consulting (current and non-current). Compensation expense would be incurred in subsequent periods as services are provided in accordance with the respective agreement.
The following are changes and balances for common share equivalent due to outstanding warrants:
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| F-31 |
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NOTE 16. INCOME TAXES
The components of income tax balances for the periods ended September 30, 2025, and June 30, 2025, are as follows:
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Due to the changes the Tax Reform Act of 1986 and the Tax Cut and Jobs Act of 2017, net operating loss carry forwards for Federal Income tax reporting purposes are subject to additional limitations. Should certainly changes in ownership occur, our net operating loss carry forwards may be limited to use in future years. In addition, tax rates on corporations were reduced and certain other deductions limited. These changes may affect the income tax benefit calculation and related allowance during subsequent fiscal years. The IRS requires all domestic corporations in existence for any part of the tax year to file an income tax return whether or not they have taxable income. The Company has filed tax returns through its fiscal year ended June 30, 2016. The Company incurred a loss for the fiscal years ended June 30, 2025, and 2024 and has not filed tax returns for either year. The Company has not received any notifications from the IRS. Reported tax benefits and valuation allowances are the Company’s best estimate of its tax positions and have not been reviewed by the taxing authority.
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NOTE 17. SUBSEQUENT EVENTS
The Company evaluated all events and transactions that occurred after the balance sheet date through the date through November 28, 2025, the date the financial statements were issued. The Company entered into the following material transactions requiring disclosure.
Facility- Disruption in Operation
On July 23, 2025, the Company’s data center located in Orofino, Idaho (the “Center”) had an incident which caused a disruption in operations. There was a dispute with contractors, certain miners and equipment were removed and there was damage to electrical distribution equipment and some infrastructure in the mining facility. The matter is under investigation. The issue led to the full impairment of the software and caused a temporary interruption in mining and co-location operations. An insurance claim was filed to obtain some coverage for this incident. On October 30, 2025, the Company received a settlement of $
Purchase Money Mortgage Maturity
The promissory note (the “Note”) secured by a Deed of Trust on the Orofino data center matured on
No other material subsequent events were identified that would require adjustment to, or disclosure in, the accompanying financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation.
T-Rex Acquisition Corp is hereinafter referred to as “we”, “our”, or “us”.
FORWARD-LOOKING STATEMENTS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
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RESULTS OF OPERATION
Quarter Ended September 30, 2025, Compared to Quarter Ended September 30, 2024
Revenue for the Quarter ended September 30, 2025, was $9,258 compared to $0 for the quarter ended September 30, 2024, an increase of $9,258 or 100%. The increase in revenues is primarily attributable to resumption of our mining operation as the Orofino facility.
Our net loss for the quarter ended September 30, 2025, was $654,214 compared to a net loss of $311,815 during the quarter ended September 30, 2024. The increase in the net loss is primarily attributable to a substantial increase in stock issued for services.
During the three months ended September 30, 2025, we incurred operating expenses of $552,788 compared to $300,561 for the same period in 2024. The increase in expenses was mainly due to a decrease in shares issued for services and an increase in management and consulting fees.
During the quarter ended September 30, 2025, we incurred interest expenses of $25,770 compared to $11,254 incurred during the quarter ended September 30, 2024.
LIQUIDITY AND CAPITAL RESOURCES
Quarter Ended September 30, 2025
As of September 30, 2025, our current assets were $73,384 and our current liabilities were $1,586,719, which resulted in a working capital deficit of $1,513,335.
Cash Flows from Operating Activities
For the three months ended September 30, 2025, net cash flows used in operating activities was $136,387 compared to $201,556 for the same period in 2024.
Cash Flows from Investing Activities
For the three months ended September 30, 2025, net cash flows used by investing activities was $7,712 and September 30 2024, net cash flows used in investing activities was $0.
Cash Flows from Financing Activities
For the three months ended September 30, 2025, net cash flows provided by financing activities were $94,750 compared to $201,623 for the same period in 2024.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our proceeds from the sales of stock and generation of revenues from acquisitions. Our working capital requirements are expected to increase in line with the growth of our business.
Our principal demands for liquidity are to increase business operations and for general corporate purposes. We intend to meet our liquidity requirements, including capital expenditures related to future business operations, and the expansion of our business, through cash flow provided by funds raised through proceeds from the issuance of debt or equity.
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MATERIAL COMMITMENTS
The Company, through its wholly owned subsidiary Raptor Mining, previously had contracts with two co-location cryptocurrency mining facilities. These facilities provided the Company with electricity and maintenance of our Crypto miner hardware. On March 8, 2025, the Company consolidated its mining operations to its Orofino Idaho facility.
Convertible Debentures
See due to related parties and notes payable section in Note 9 and Note 11.
PURCHASE OF SIGNIFICANT EQUIPMENT
The Company intends to secure an additional 275 latest generation ASIC 270 terrahache miners over the next ninetyy days. Pricing for ASIC miners is generally directly related to the price of bitcoin; as of the date of this filing, these particular ASIC miners cost between $5,200 and $5,800 per ASIC miner. Our planned purchase of these miners is subject to our financial ability to do so and/or to obtain equity financing to pay for the ASIC miners.
CRITICAL ACCOUNTING POLICIES
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
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GOING CONCERN
As reflected in the accompanying financial statements, the Company incurred a net loss of $654,214 during the three months ended September 30, 2025, and had accumulated deficit of $10,213,563, and a working capital deficit of 1,513,335 as of September 30, 2025. While the Company is attempting to generate greater revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect and there is a substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues and raise capital.
RECENTLY ISSUED ACCOUNTING STANDARDS
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Under ASU No. 2023-08, effective December 15, 2024, with early adoption permitted, companies are required to mark bitcoin and similar digital assets to market at each reporting period. This guidance ensures the bitcoin holdings are recorded at fair market value, reflecting any unrealized gains or losses at the end of each period. The Company adopted this new accounting standard early, as of the quarter ending June 30, 2024, to enhance the transparency of its financial reporting. This adoption aligns with evolving regulatory practices surrounding digital assets and provides stakeholders with timely and relevant information on asset valuation.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosure about Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 4. Controls and Procedures.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the periods covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective.
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| Table of Contents |
MANAGEMENT’S QUARTERLY REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our Chief Executive Officer/Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
| · | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; |
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| · | 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, |
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| · | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our Chief Executive Officer/Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of September 30, 2025. In making this assessment, management used the criteria set forth by the 1992 Committee of Sponsoring Organizations of the Treadway Commission (“2013 COSO”) in Internal Control — Integrated Framework.
Based on our assessment, our Chief Executive Officer/Chief Financial Officer believes that, as of March 31, 2024, our internal control over financial reporting is not effective based on those criteria, due to the following:
| · | Deficiencies in Segregation of Duties. Lack of proper segregation of functions, duties, and responsibilities with respect to our cash and control over the disbursements related thereto due to our very limited staff, including our accounting personnel. Deficiencies in the staffing of our financial accounting department. The number of qualified accounting personnel with experience in public company SEC reporting and GAAP is limited. This weakness does not enable us to maintain adequate controls over our financial accounting and reporting processes regarding the accounting for non-routine and non-systematic transactions. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, by this shortage of qualified resources. |
In light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the periods covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.
This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only Management’s Report in this report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no significant changes in our internal control over financial reporting during the three months ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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| Table of Contents |
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is presently not involved in any legal proceedings which in the opinion of management are likely to have a material adverse effect on the Company’s consolidated financial position or results of operations.
Item 1A. Risk Factors.
There have been no material changes in the Company’s risk factors from those previously disclosed in our Annual Report on Form 10-K for the year ended June 30, 2025.
Item 2. Unregistered Sales of Equity Securities.
On July 1, 2025, the Company approved a stock-based compensation arrangement for its Chief Technology Officer, Antonio Oliveira, consisting of 250,000 restricted common shares for services to be provided from fiscal 2025 through fiscal 2028, vesting 20,834 shares quarterly beginning July 1, 2025. On September 29, 2025, the Company issued 250,000 restricted common shares in connection with this arrangement.
On September 29, 2025, the Company issued 661,553 common shares to New Hudson Properties LLC, a related party, to settle the stock subscription liability for Lazarus Asset Management LLC recorded as of June 30, 2025, related to note conversions, note inducement shares, and warrants previously exercised on a cashless basis.
On September 29, 2025, the Company issued 132,000 restricted common shares to Joseph Womack pursuant to a release agreement for informal advisory services provided while he was being considered for a potential Board position.
On September 29, 2025, the Company issued 100,000 restricted common shares to its legal counsel as compensation for legal services rendered during fiscal year 2026.
On September 29, 2025, the Company issued 200,000 restricted common shares to a third-party consultant as compensation for services related to introducing the Company to potential investors.
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| Table of Contents |
On September 29, 2025, the Company issued 10,000 restricted shares of common stock to a private investor. These shares were issued as inducement equity pursuant to a financing agreement executed on August 29, 2025.
On September 29, 2025, the Company issued 10,000 restricted shares of common stock to a private investor. These shares were issued as inducement equity pursuant to a financing agreement executed on September 10, 2025.
On September 29, 2025, the Company issued 20,000 restricted shares of common stock to a private investor. These shares were issued as inducement equity pursuant to a financing agreement executed on August 29, 2025.
On September 29, 2025, the Company issued 10,000 restricted shares of common stock to a private investor. These shares were issued as inducement equity pursuant to a financing agreement executed on September 5, 2025.
On September 29, 2025, the Company issued 10,000 restricted shares of common stock to a private investor. These shares were issued as inducement equity pursuant to a financing agreement executed on August 29, 2025.
On September 29, 2025, the Board of Directors approved the issuance of 1,368 shares of Series A Preferred Stock to Frank Horkey in exchange for the cancellation of $239,571 of related-party notes and accrued interest previously recorded as a stock subscription liability as of June 30, 2025. The Board also approved the issuance of 1,107 shares of Series A Preferred Stock to Timothy Ruggiero (or his assigns) in exchange for the cancellation of $193,654 of related-party notes and accrued interest previously recorded as a stock subscription liability as of June 30, 2025.
Item 3. Defaults upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
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| Table of Contents |
Item 6. Exhibits.
The exhibit listed on the Exhibit Index (following the signatures section of this Quarterly Report on Form 10-Q for the three months ended September 30, 2025) are filed herewith or incorporated herein by reference.
Exhibit No. |
| Description |
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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 Link base** |
101.DEF |
| Inline XBRL Taxonomy Definition Linkbase** |
101.LAB |
| Inline XBRL Taxonomy Label Linkbase** |
101.PRE |
| Inline XBRL Taxonomy Presentation Linkbase** |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
_____________
* Filed herewith.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| T-REX Acquisition Corp. a Nevada corporation | ||
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Date: November 28, 2025 | By: | /s/ Frank Horkey | |
| Frank Horkey | ||
| Its: | Chief Financial Officer | |
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Date: November 28, 2025 | By: | /s/ Frank Horkey | |
| Frank Horkey | ||
| Its: | President | |
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Date: November 28, 2025 | By: | /s/ Frank Horkey | |
| Frank Horkey | ||
| Its: | Chief Financial Officer |
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