T-REX Acquisition Corp 10-K for FY2025
T-REX Acquisition Corp. (TRXA)
About this 10-K
T-REX Acquisition Corp filed this 10-K on October 31, 2025, covering the fiscal year ended June 30, 2025 (FY2025).
Headline figures
Fiscal year ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $32.39K
- up 104.7% from $15.82K a year earlier
- Net loss
- $2.54M
- compared with a net loss of $1.02M a year earlier
- Diluted EPS
- -$0.13
- compared with -$0.06 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ____________
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(Address of principal executive offices) |
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(Registrant’s Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Act:
Title of each class registered: |
| Name of each exchange on which registered: |
None |
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Securities registered under Section 12(g) of the Act:
Title of each class registered:
Common stock
Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☒
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | 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).
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: As of December 31, 2024, approximately $
As of date of filing October 30, 2025, there were
Documents incorporated by reference. There are no annual reports to security holders, proxy information statements, or any prospectus filed pursuant to Rule 424 of the Securities Act of 1933 incorporated herein by reference.
TABLE OF CONTENTS
CERTIFICATIONS
Exhibit 31 – | Management certification |
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Exhibit 32 – | Sarbanes-Oxley Act |
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PART I
Forward-Looking Information
This Annual Report of T-REX Acquisition Corp. on Form 10-K contains forward-looking statements, such as “anticipates,” “believes,” “expects,”, “may”, “will”, “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussion and Analysis and Plan of Operations,” as well as elsewhere in this Annual Report on Form 10-K. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. New risks emerge from time to time; therefore, it is not possible to predict all risks. No representation, guaranty, or warranty is to be inferred from forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results; accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements, statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
This annual report on Form 10-K (the “10-K”) includes the Company’s audited financial statements for the fiscal years ending June 30, 2025, and 2024.
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T-REX Acquisition Corp is referred to herein as the “Company,” “us,” or “we.”
ITEM 1. BUSINESS
Industry Information
Provide up to date industry information and cite source of data.
Description of Business
Cryptocurrency Mining and Virtual Asset Acquisition
We were formed on January 16, 2008, in the state of Nevada under the name Plethora Resources, Inc. as a development stage enterprise. The Company was originally organized to engage in the business of consulting to oil and gas exploration companies interested in obtaining exploration and production licenses at auction for oil and gas properties in Russia. We later changed its name to Sync2 Networks Corp when the Company began to engage in software-related services. On March 20, 2014, we changed our name to TREX Acquisition Corp. after its business operations under the Sync2 Networks’ branding had ceased. On June 21, 2021, we pivoted from seeking an acquisition candidate to operating a cryptocurrency mining business. On February 17, 2022, we began mining Bitcoin at Ace Hosting, a Tampa, Florida data center located. On June 30, 2022, the Company changed its name to “T-REX Acquisition Corp.”
Investing in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the risk factors discussed in Section 1A, “Risk Factors”.
Subsidiaries
As of June 30, 2025, we were 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”).
Raptor Mining’s operations include our cryptocurrency mining operations and virtual asset acquisitions. We formed Megalodon to investigate and potentially pursue a cryptocurrency co-location business model. The cryptocurrency co-location business model is based on a company which has access to data centers and inexpensive cryptocurrency mining inputs, such as low-cost electricity supply, offering to host third-party owned cryptocurrency mining equipment in exchange for a fee, which may consist of a mix of cash and cryptocurrency consideration.
In October 2024, Raptor assumed the operation of the data mining equipment and Megalodon assumed operations of the data center previously under letter of Intent in Orofino, Idaho. The transaction closed in March 2025, and the costs of operation paid on behalf of the seller of the facility for that five-month period prior to the acquisition of approximately $93,000 (as part of the purchase consideration) were capitalized into the acquisition cost. The $507,000 acquisition cost was financed with an 8 percent note payable to the seller of $267,555 due May 15, 2025, and a second promissory note and deed of trust (mortgage) in favor of Frank Horkey, our President, for approximately $207,000 and a previous closing credit of approximately $32,445.
We formed Sabretooth Mining Containers to fabricate and market deployable mining containers at the Orofino facility.
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Business Focus and Strategy
Our strategic focus is to secure and operate within the Bitcoin distributed ledger network and explore additional distributed ledger protocols and infrastructure opportunities. Bitcoin (“BTC”) is a decentralized digital currency operating on a peer-to-peer network called the blockchain, which enables secure, trustless transactions without reliance on a central authority.
We began earning Bitcoin mining rewards on February 17, 2022, recognizing revenue based on the USD value of the rewards on the date mined. We seldomly retain Bitcoin on our balance sheet, and we generally convert received BTC into U.S. dollars or use it for payments to third parties.
Additional Information
We are subject to the information requirements of the Securities and Exchange Act of 1934, as amended (“Exchange Act”); in accordance therewith; we file annual, quarterly, and special reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The Commission maintains an internet website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission. The periodic reports, proxy statements and other information that the Company files with the Commission are available for inspection on the Commission’s website free of charge as soon as reasonably practicable after they are electronically filed with or furnished to the Commission. We maintain a website at https://www.t-rexminingsolutions.com where you may also access these materials free of charge. We have included our website address as an inactive textual reference only and the information contained in, and that can be accessed through, our website is not incorporated into and is not part of this report.
Employees & Employment Agreements
As of the date of this filing, we have four consultants, and the following officers: (a) Frank Horkey (“Horkey”), our President and Chief Financial Officer, Michael Christiansen “Christiansen”, our Secretary/Treasurer, and Antonio Oliveira, our Chief Technology Officer.
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Competition
The cryptocurrency mining industry is highly competitive and rapidly evolving. We face competition from both established and emerging companies, including publicly traded and private companies that have substantially more financial resources, more extensive operating histories, and greater access to capital than we do. Many of our competitors benefit from economies of scale and invest more in technology, infrastructure, research and development, which enables them to operate more efficiently, secure mining equipment and energy at lower costs, and better withstand fluctuations in cryptocurrency prices. Additionally, some of our competitors have greater liquidity and access to capital markets, which allows them to expand their operations and respond more rapidly to market developments.
We define our principal competitors as other publicly traded Bitcoin miners because there is widely available information about their operations. The following public companies (traded in the United States and internationally), are our competitors.
| · | Marathon Digital Holdings, Inc. |
| · | Riot Platforms, Inc. |
| · | CleanSpark, Inc. |
| · | Hut 8 Mining Corp. |
| · | Hive Blockchain Technologies, LTD. |
| · | Iris Energy Limited |
In this competitive landscape, we may experience challenges in maintaining or growing our market share and we may be at a disadvantage in terms of pricing, energy costs, and access to high-performance mining hardware. Given the significant resources of our competitors, we may face heightened competition for mining equipment and access to low-cost energy sources, which could impact our profitability. Furthermore, as the industry continues to attract significant investment, competition may intensify, which could further impact our ability to remain competitive.
We plan for our revenue streams to extend beyond direct crypto mining into other segments of the industry, such as collocation hosting, equipment sales, infrastructure development, software-as-a-service (SaaS), power curtailments, renewable energy credits and others. We plan to leverage strategic partnerships, technology, financial firms, consulting services for emerging ventures and other business opportunities in the blockchain infrastructure space.
In the cryptocurrency mining sector, participation itself drives competition, as miners worldwide contribute hash power to earn fractional rewards. Competing mining operations vary significantly in infrastructure, operational strategies, equipment, cooling, and most critically, power costs. Competitors, from established to new players, all leverage different economies of scale and unique strategies to maximize efficiency and revenue.
We face challenges in securing mining equipment, accessing affordable energy resources, and scaling operations to remain competitive. Furthermore, fluctuations in cryptocurrency values and potential regulatory changes could impact financial projections and overall market dynamics.
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ITEM 1A. RISK FACTORS
General Risks
We have a history of operating losses, and we may be unable to achieve or sustain profitability.
We have a history of unprofitable operations and losses. We expect to continue to incur losses for the foreseeable future. Our losses could increase as we continue to work to develop our business. There is no assurance that we will ever become profitable or consistently sustain profitability
We have an unproven business model
We have recently shifted our focus to our blockchain and cryptocurrency mining business, and we may be unsuccessful in this business.
Prior to July 2021, we did not have any operations. In July 2021, we pursued a blockchain and cryptocurrency related business. Currently, our primary operations are focused on our cryptocurrency mining business. We have acquired a data center and certain mining equipment in Orofino, Idaho for the purposes of consolidating our present mining operations and to expand into the co-location hosting market. Our current strategy is new and unproven in an industry that is itself new and evolving and is subject to the risks discussed herein.
Although Bitcoin is presently the most prominent cryptocurrency, another cryptocurrency could supplant it as the most prominent cryptocurrency, which could have a materially negative effect on the demand for Bitcoin and, therefore, on its conversion spot price.
Emerging cryptocurrencies with advanced technology, greater efficiency, or better scalability could surpass Bitcoin in prominence. For instance, Ethereum’s smart contract capabilities or Solana’s transaction speed challenge Bitcoin’s position. Regulatory shifts or institutional adoption of competitors could further reduce Bitcoin’s demand. Additionally, environmental concerns surrounding Bitcoin’s Proof-of-Work mechanism may push users toward greener alternatives like Cardano. A loss of dominance could erode Bitcoin’s market value and diminish its network effect. Thus, Bitcoin’s continued prominence depends on its ability to adapt to evolving markets and technological trends
The demand for Bitcoin may fall for other unknown reasons
The demand for Bitcoin could decline due to unforeseen factors beyond our awareness or control. These may include technological breakthroughs rendering Bitcoin obsolete, macroeconomic shift reducing interest in digital assets, or unexpected regulatory changes that limit its use. Social trends, such as charging preferences toward cryptocurrencies or innovations like Central Bank Digital Currencies (CBDCs), could also play a role. Additionally, security vulnerabilities may contribute to declining demand. The dynamic and unpredictable nature of the cryptocurrency market underscores the need to anticipate and adapt to such potential challenges.
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We have acquired and deployed miners that make use of application-specific integrated circuit (ASIC) chips, which are currently designed exclusively for Bitcoin mining.
If the demand for Bitcoin experiences a sustained, substantial reduction, and the conversion spot price of Bitcoin falls correspondingly, we may be unable to continue to mine Bitcoin profitably and we may be forced to reconfigure our existing miners or acquire replacement miners capable of mining other, more profitable cryptocurrencies, which will materially increase our costs and may lead to additional losses
We expect to incur significant costs in connection with reconfiguration or to acquire replacement miners
We may be unable to continue to operate our miners during a reconfiguration or replacement process. These added costs and a potential interruption to our business operations could have a material adverse effect on our business, which may negatively impact our results of operations.
If our energy provider Clearwater Electric cannot supply sufficient economical electric power for us to operate our new miners, we may be required to relocate some or all of our miners to alternate co-location facilities, which may have a less advantageous cost structure, and negatively impact our results of operations.
We have made a significant capital investment in new next generation miners because we believe we will be able to operate them to mine Bitcoin and other cryptocurrencies at prices advantageous to us and purchasing our own co-location facility will provide economic advantages over our previous co-location customer model, however, if this does not result in a new cost structure that is beneficial to us, our results of operations will be negatively impacted.
Failure to effectively manage our growth could place strains on our managerial, operational, and financial resources and could adversely affect our business and operating results.
Our growth has placed, and is expected to continue to place, a strain on our managerial, operational, and financial resources and systems Any further growth or increase in the number of our strategic relationships may place additional strain on our managerial, operational, and financial resources and systems. If we fail to manage our growth effectively or to develop and expand our managerial, operational, and financial resources and systems, our business and financial results may be materially harmed.
Significant contributors to the Bitcoin network could propose amendments to its protocols and software which, if accepted and authorized, could negatively impact our business and operations.
A small group of individuals contribute to the Bitcoin Core Project on GitHub.com, which is a leading source of quasi-governance that works to ensure that the Bitcoin blockchain remains decentralized and governed by consensus. According to its website, “Bitcoin Core is an open-source project which maintains, and releases Bitcoin client software called ‘Bitcoin Core.’ It is a direct descendant of the original Bitcoin software client released by Satoshi Nakamoto after he published the famous Bitcoin whitepaper. Bitcoin Core is powered by an open-source development community, but it is maintained by a small group of maintainers and leading contributors.
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These contributors may propose refinements or modifications to the Bitcoin network’s source code through software updates, which could change essential aspects of the Bitcoin network, such as transaction irreversibility and limits on new Bitcoin mining. Such proposals and discussions generally occur on online forums, making it challenging to anticipate or mitigate their impact in advance and could result in excessive costs and inefficiencies in operation. If these changes are accepted and implemented, they may adversely affect the value and functioning of our Bitcoin-related activities, can result in excessive costs for miners and inefficiencies in operations until more efficient systems are established.
The open-source structure of the Bitcoin network protocol may result in inconsistent or ineffective changes to the Bitcoin protocol; failed upgrades or maintenance to the protocol could damage the Bitcoin network, which could adversely affect our business and the results of our operations.
The Bitcoin network operates based on an open-source protocol maintained by contributors, largely on the Bitcoin Core project on GitHub. As an open-source project, Bitcoin is not represented by an official organization or authority. As the Bitcoin network protocol is not sold and its use does not generate revenues for contributors, contributors are generally not compensated for maintaining and updating the Bitcoin network protocol. Although the MIT Media Lab’s Digital Currency Initiative funds the current maintainer of the Bitcoin Core project on GitHub, this type of financial incentive is not typical. The lack of guaranteed financial incentive for contributors to maintain or develop the Bitcoin network and the lack of guaranteed resources to adequately address emerging issues with the Bitcoin network may reduce incentives to address the issues adequately or in a timely manner. Changes to a digital asset network which we are mining may adversely affect our results of operations.
Our ability to adopt technology in response to changing security needs or trends poses a challenge to the safekeeping of our digital assets.
The history of digital asset exchanges has shown that exchanges and large holders of digital assets must adapt to technological change in order to secure and safeguard their digital assets. We may move our digital assets to various exchanges to exchange them for fiat currency, which will require us to rely on the security protocols of these exchanges to safeguard our digital assets. While these exchanges purport to be secure malicious actors may be able to intercept our digital assets while we are in the process of selling them via such exchanges. Given the growth in their size and their relatively unregulated nature, we believe these exchanges will become a more appealing target for malicious actors. To the extent we are unable to identify and mitigate or stop new security threats, our digital assets may be subject to theft, loss, destruction, or other attacks, which could adversely affect our results of operations.
The limited rights of legal recourse available to us and our lack of insurance protection for risk of loss of our digital assets exposes us and our shareholders to the risk of loss of our digital assets for which no person may ultimately be held liable and we may be unable to recover our losses.
The digital assets we hold are not insured. Further, banking institutions will not accept our digital assets, and they are therefore not insured by the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Corporation (“SIPC”). Therefore, we may suffer losses to our digital assets which are not covered by insurance, and we may be unable to recover any of our carried value in these digital assets if they are lost or stolen or suffer significant and sustained reduction in conversion spot price. If we are not otherwise able to recover damages from a malicious actor in connection with these losses, our business and results of operations may be negatively impacted.
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If regulatory changes or interpretations of our activities require our registration as a money services business (“MSB”) under the regulations promulgated by “FinCEN” (Financial Crime Enforcement Network- a division of the U.S. Department of the Treasury) under the authority of the U.S. Bank Secrecy Act, or otherwise under other federal or state laws, we may incur significant compliance costs, which could be cost prohibitive; if we become subject to these regulations, our costs in complying with them may have a material negative effect on our business and the results of our operations.
To the extent that our activities cause us to be deemed an MSB under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, we may be required to comply with FinCEN regulations, including those that would mandate us to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.
To the extent that our activities cause us to be deemed a “money transmitter” (“MT”) or an equivalent designation, under state law in any state in which we operate, we may be required to seek a license or otherwise register with a state regulator and comply with state regulations that may include the implementation of anti-money laundering programs, maintenance of certain records and other operational requirements. We will continue to monitor developments in such legislation, guidance, or regulations.
Such additional federal or state regulatory obligations may cause us to incur extraordinary expenses, possibly affecting an investment in the Shares in a material and adverse manner. Furthermore, we and our service providers may be incapable of complying with certain federal or state regulatory obligations applicable to MSBs and MTs. If we are deemed to be subject to and determined not to comply with such additional regulatory and registration requirements, we may act to dissolve and liquidate or any subsidiary subject to such regulatory requirements. Any such action may adversely affect the value of an investment in our securities.
Current status of the regulation of the exchange of Bitcoin under the CEA by the CFTC is unclear; to the extent we become subject to regulation under the CFTC in connection with our exchange of Bitcoin, we may incur additional compliance costs, which may be significant.
Current legislation, including the Commodities Exchange Act of 1936, as amended (the “CEA”) is unclear with respect to the exchange of Bitcoin. Changes in the CEA or the regulations promulgated there under, as well as interpretations thereof and official promulgations by the Commodities Futures Tradition Commission (“CFTC”), which oversees the CEA, much like the SEC oversees the Securities Act and the Exchange Act, may impact the classification of Bitcoin, and therefore may subject them to additional regulatory oversight by the CFTC.
Presently, Bitcoin derivatives are not excluded from the definition of a “commodity future” by the CFTC. We cannot be certain as to how future regulatory developments will impact the treatment of Bitcoin under the law. Bitcoin have been deemed to fall within the definition of a commodity, and we may be required to register and comply with additional regulation under the CEA, including additional periodic report and disclosure standards and requirements. Moreover, we may be required to register as a commodity pool operator or as a commodity pool with the CFTC through the National Futures Association. Such additional registrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting an investment in us. If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations. Any such action may adversely affect an investment in us. As of the date of this prospectus, no CFTC orders or rulings are applicable to our business.
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Currently Bitcoin and other cryptocurrencies are not subject to regulation by in the United States by any federal banking or Federal Reserve regulatory agencies.
If the activity in cryptocurrency expands, it is possible that these regulatory agencies could attempt to or actually impose regulations which would substantially affect our operations. Regulation of the exchange of Bitcoin under other federal regulatory agencies is possible; to the extent we become subject to other regulation in connection with our exchange of Bitcoin, we may incur additional compliance costs, which may be significant.
Unfavorable global economic, business, or political conditions could adversely affect our business, financial condition, or results of operations.
Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets, including conditions that are outside of our control, including the impact of health and safety concerns, such as those relating to any future COVID-19 outbreak or other similar pandemics. The most recent global financial crisis caused extreme volatility and disruptions in the capital and credit markets. A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for Bitcoin and our ability to raise additional capital when needed on acceptable terms, if at all. Any of the foregoing could harm our business and we cannot anticipate all the ways in which the current economic climate and financial market conditions could adversely impact our business.
Our future success will depend in large part upon the value of Bitcoin; if we are unable and if we are not able to mine Bitcoin and sell it at prices favorable to us, the results of our operations will suffer.
As previously disclosed, our operating results will depend in large part upon the value of Bitcoin because it’s the primary cryptocurrency we currently mine. Specifically, revenues from our Bitcoin mining operations are based upon two factors: (1) the number of Bitcoin rewards us successfully mine and (2) the value of Bitcoin. In addition, our operating results are directly impacted by fluctuations in the value of Bitcoin, because under ASU No. 2023-08 (effective December 15, 2024, early adoption permitted), the value of Bitcoin is marked-to-market at each reporting period. We adopted this guidance in the quarter ended June 30, 2024.
Risks Related to an Investment in Our Securities
We expect to experience volatility in the price of our common stock, which could negatively affect stockholders’ investments.
The trading price of our common stock may be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. The stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with securities traded in those markets. Broad market and industry factors may seriously affect the market price of companies’ stock, including ours, regardless of actual operating performance. All of these factors could adversely affect your ability to sell your shares of common stock or, if you are able to sell your shares, to sell your shares at a price that you determine to be fair or favorable.
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Our common stock may be categorized as “penny stock,” which may make it more difficult for investors to sell their shares of common stock due to suitability requirements.
Our common stock may be categorized as “penny stock.” The Commission has adopted Rule 15g-9 under the Exchange Act, which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. The price of our common stock is significantly less than $5.00 per share and, unless we qualify for an exception, may be considered “penny stock.” This designation imposes additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules, if applicable to us, would require a broker-dealer buying our securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities given the increased risks generally inherent in penny stocks. These rules may restrict the ability and/or willingness of brokers or dealers to buy or sell our common stock, either directly or on behalf of their clients, may discourage potential stockholders from purchasing our common stock, or may adversely affect the ability of stockholders to sell their shares.
Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock, which could depress the price of our common stock.
FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that the investment is suitable for that customer before recommending an investment to a customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. Thus, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares of common stock, have an adverse effect on the market for our shares of common stock, and thereby depress our price per share of common stock.
The elimination of monetary liability against our directors, officers, and employees under Nevada law and the existence of indemnification rights for our obligations to our directors, officers, and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers, and employees.
Our Articles of Incorporation contain a provision permitting us to eliminate the personal liability of our directors to us and our stockholders for damages for breach of a fiduciary duty as a director or officer to the extent provided by Nevada law. We may also have contractual indemnification obligations under any future employment agreements with our officers or indemnification agreements we have entered into with our directors. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties; and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders.
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We may issue additional shares of common stock in the future, which could cause significant dilution to all stockholders.
On June 1, 2022, our Board of Directors amended our Articles of Incorporation to authorize, among other things, the issuance of up to 350,000,000 shares of common stock, with a par value of $0.0001 per share and 20,000,000 shares of blank check preferred stock with a par value of $0.001. As of June 30, 2025, we had 25,067,479 shares of common stock outstanding; however, we may issue additional shares of common stock in the future in connection with a financing or acquisition. Any issuance of additional shares of our common stock, or securities convertible into our common stock, including but not limited to, warrants, options, and convertible promissory notes, will dilute the percentage ownership interest of all stockholders, may dilute the book value per share of our common stock, and may negatively impact the market price of our common stock.
Anti-takeover effects of certain provisions of Nevada state law may hinder a potential takeover of us.
Nevada’s Business Combination Laws prohibits certain business combinations between Nevada corporations and “interested stockholders” for two years after an “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation or (ii) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.
The effect of Nevada’s business combination law is potentially to discourage parties interested in taking control of us from doing so if they cannot obtain the approval of our Board. Both of these provisions could limit the price investors would be willing to pay in the future for shares of our common stock.
Because we do not intend to pay any cash dividends in the foreseeable future on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.
We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Declaring and paying future dividends, if any, will be determined by our Board, based upon earnings, financial condition, capital resources, capital requirements, restrictions in our Articles of Incorporation, contractual restrictions, and such other factors as our Board deems relevant. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
In the ordinary course of our business, we are subject to cybersecurity threats and risk which it manages as an important component of its overall enterprise risk management strategy. We store and process data for our customers, employees, partners and suppliers. We have not yet implemented a formal cybersecurity risk management program designed to identify, assess and mitigate risks from cybersecurity threats to this data, our systems and business operations. We intend to implement a cybersecurity risk management program before the end of 2025.
Cyber Risk Management and Strategy
Under the oversight of our Audit Committee, we intend to implement and maintain a risk management program that includes processes for the systematic identification, assessment, management, and treatment of cybersecurity risks. Our cybersecurity oversight and operational processes would be integrated into our overall risk management processes. We intend to implement a risk-based approach to the management of cyber threats, supported by cybersecurity technologies, including automated tools, designed to monitor, identify and address cybersecurity risks. In support of this approach, it is expected that we would have a third-party security consultant implement processes to assess, identify and manage security risks to our company, including in the pillar areas of security and compliance, application security, infrastructure security and data privacy. This process, once implemented, would include regular compliance and critical system access reviews. In addition, we intend to conduct application security assessments, vulnerability management, penetration testing, security audits and ongoing risk assessments as part of our risk management process. We expect to utilize third parties and consultants to assist in the identification and assessment of risks, including to support tabletop exercises and to conduct security testing. We intend to utilize well-known cloud-based technologies and service providers, such as Amazon AWS, Microsoft Office, and Google enterprise to provide protection against cybersecurity threats.
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Further, we intend to put processes in place that would evaluate potential risks from cybersecurity threats associated with our
Part of our intended program would be ongoing evaluation and enhancement of our systems, controls and processes where possible, including in response to actual or perceived threats specific to us or experienced by other companies.
Risks from cybersecurity threats have, to date,
ITEM 2. DESCRIPTION OF PROPERTY
Real Property and Offices
Our executive, administrative and operating offices were previously provided at no cost on a month-to-month basis to us by our President, Frank Horkey, and are located at 151 N Nob Hill Road, Suite 402, Plantation, FL 33324. As of July 1, 2025, we lease office space from our President at a cost of $250 per month. The term of the lease is for 1 year, ended on June 30, 2023, and was renewed on July 1, 2024, for an additional year through June 30, 2025. On June 30, 2025, $3,000 of rent expense was accrued and is included in Accounts Payable and Accrued Expenses. The Company anticipates operational expansion in about a year; this related party lease is evaluated annually to determine if its premises meet projected operational needs and therefore management cannot determine if it has intent to continue in the arrangement for more than 365 days.
In October 2024, Megalodon assumed operations of the data center previously under a letter of Intent in Orofino, Idaho. The transaction closed in March 2025, and the costs of operation paid on behalf of the seller of the facility for that five-month period prior to the acquisition of approximately $93,000 (as part of the purchase consideration) were capitalized into the acquisition cost. The $507,000 acquisition cost was financed through a closing credit of approximately $32,000, a $267,555 Deed of Trust and a promissory note with an 8 percent coupon in favor of Peak Digital Solutions, LLC (the seller) due May 15, 2025 and a second $207,000 Deed of Trust and promissory note with a 12 percent in favor the Frank Horkey, the Company’s President for approximately $207,000 due March 8, 2026.
ASIC Cryptocurrency Mining Equipment and Other Material Property
As of June 30, 2025, we owned sixty-eight (68) Bitmain S19 ASIC miners. We are actively seeking to purchase additional ASIC miners to scale our cryptocurrency mining operations and virtual asset acquisitions. These miners were fully depreciated as of June 30, 2025.
In March 2025, we completed the purchase of our first collocation facility in Orofino Idaho for $500,000, which included 30 miners, valued at approximately $22,700. (See “NOTE 17. Subsequent Events” regarding the status of our previously owned and recently acquired ASIC miners.)
ITEM 3. LEGAL PROCEEDINGS
As of the date of this Annual Report, management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties other than a foreclosure action by the seller of our Orofino facility filed on October 6, 2025, We have approximately 115 days from the date of filing to cure the default, which is approximately $335,000. We are currently in the process of refinancing the property using a third-party lender. As of the date of this Annual Report, no director, officer, or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(A)MARKET INFORMATION
During the fiscal year ended June 30, 2025, our common stock is listed for quotation on the OTC Markets, Inc. QB Venture Market under the symbol “TRXA.”. On June 13, 2024, FINRA accepted our SEC Rule 15c211 application permitting our common stock to have any interdealer quotations and all orders, to the extent orders exist, are quotes from solicited and unsolicited customer orders. Investors may have difficulty selling this stock. An initial review by a broker dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making.
Quarter Ended |
| High Bid |
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| Low Bid |
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June 30, 2025 |
| $ | .60 |
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| $ | .60 |
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March 31, 2025 |
| $ | .35 |
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| $ | .35 |
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December 31, 2024 |
| $ | .35 |
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| $ | .35 |
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September 30, 2024 |
| $ | .16 |
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| $ | .16 |
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June 30, 2024 |
| $ | .16 |
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| $ | .16 |
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(B)HOLDERS
As of June 30, 2025, we have 116 stockholders of record. The number of stockholders of record does not include beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers, and other fiduciaries.
(C) DIVIDEND POLICY
We have never declared or paid a cash dividend on our capital stock. We do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our Board of Directors.
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(D) RECENT ISSUANCES OF UNREGISTERED SECURITIES
Related Party Transactions
On August 6, 2021, we issued 450,000 restricted common stock shares in exchange for the conversion of $45,000 of unpaid advisory compensation due to related parties. In addition, as satisfaction of an external Settlement Agreement with a related party, we issued 1,050,000 Founder Shares.
Shares Issued for Services
On June 12, 2022, Frank Horkey received 350,000 shares of restricted commons stock for being our President and Director related to his previous contract that expired December 31, 2019 and received 250,000 shares of restricted common stock on July 1, 2022 for his Board position which has the following vesting periods: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022; twenty thousand eight hundred thirty- three (20,833) shares vest quarterly for the fiscal year ended June 30, 2024 twenty thousand eight hundred thirty three (20,833 shares vest quarterly for the fiscal year ended June 30, 2025. Shares issued to him as of July 1, 2022, are now fully vested.
On June 12, 2022, Michael Christiansen received 250,000 shares of restricted common stock for his Board position which has the following vesting periods: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022; twenty thousand eight hundred thirty- three (20,833) shares vest quarterly for the fiscal year ended June 30, 2024 twenty thousand eight hundred thirty three (20,833 shares vest quarterly for the fiscal year ended June 30, 2025. Shares issued to him as of July 1, 2022, are now fully vested.
On June 12, 2022, Squadron Marketing LLC received 250,000 shares of restricted common stock for being our Advisory Board with vesting provisions as follows: eighty-three thousand three hundred thirty three (83,333) shares upon signing as of July 1, 2022; twenty thousand eight hundred thirty- three (20,833) shares vest quarterly for the fiscal year ended June 30, 2024 twenty thousand eight hundred thirty three (20,833) shares vest quarterly for the fiscal year ended June 30, 2025. Shares issued to him as of July 1, 2022, are now fully vested.
On June 12, 2022, Lazarus Asset Management LLC received 250,000 shares restricted common stock being on our advisory Board, vesting as follows: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022; twenty thousand eight hundred thirty- three (20,833) shares vest quarterly the fiscal year ended June 30, 2024, twenty thousand eight hundred thirty- three (20,833) shares vest quarterly for the fiscal year ended June 30, 2025. Shares issued to him as of July 1, 2022, are now fully vested.
During the year ended June 30, 2022, 1,182,009 shares of restricted common stock were issued for the conversion of $118,050 related party payables.
On June 12, 2022, James Marshall III received 75,000 shares of restricted common stock for consulting services provided during the fiscal year 2023. His shares are now fully vested, and the contract has not been renewed.
On June 15, 2022, John Bennet received 50,000 shares of restricted common stock for extending his consulting contract through the fiscal year end. On February 12, 2023, Mr. Bennet received an additional 100,000 shares of restricted common stock for being our Chief Financial Officer through the fiscal year ended June 30, 2024. Mr. Bennet passed away subsequent to our June 30, 2024, fiscal year end.
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On April 20, 2023, Shawn Perez Esquire was awarded 50,000 shares of restricted common stock as an compensation for his role as the Company’s in-house counsel beginning January 1, 2023, through the fiscal year end 2025.
On January 1, 2025, Frank Horkey received 300,000 shares of restricted common stock in settlement of advisory fees owed for services rendered during the fiscal year 2024
On January 1, 2025, Peter Chung received 471,429 shares of restricted common stock in settlement of advisory fees owed for services rendered during the fiscal year 2024.
On January 1, 2025, Frank Horkey, Michael Christiansen and Peter Chung received 60,000 shares of restricted common stock for director fees owed for serving on the Company’s Board of Directors during the fiscal year 2024.
On July 1, 2024, Matthew Cohen was owed an issuance of 250,000 shares of restricted common stock to serve on the Company’s Board of Directors from July 2024 through June 2027. Vesting as follows: twenty thousand eight hundred thirty-four (20,834) shares vest quarterly beginning July 1, 2024. On December 20, 2024, Matthew Cohen resigned from his position as a member of our Board of Directors. The number of shares that vested from July 1, 2024, through the date of resignation were 41,667 shares of restricted common stock. On January 1, 2025, the Company issued 41,667 shares of restricted common stock as settlement of stock issuance owed.
On July 1, 2024, Antonio Oliveira received 250,000 shares of restricted common stock for serving on the Company’s Advisory Board for fiscal 2024 through 2027, vesting as follows: 20,834 shares vest quarterly beginning July 1, 2024. He also received a warrant to purchase 250,000 shares of restricted common stock at any time prior to July 1, 2027, at an exercise price of $1.50 vesting on the same schedule. On January 1, 2025, the Company issued 250,000 shares of restricted common stock for future services and on March 27, 2025, Antonio Oliveira redeemed the warrant through cashless redemption into 62,500 shares of restricted common stock at conversion rate of 0.25 and the warrant was retired.
On March 31, 2025, Don Lopez, nephew of the Company’s President Frank Horkey, received 75,000 shares of restricted common stock for technical consultant services rendered during the current year. Mr. Lopez’s consulting agreement was not renewed following the share issuance.
On January 1, 2025, the Company entered into a service agreement with Aubyn Honeysett to manage its colocation facility in Orofino, Idaho. Under the terms of the agreement, Ms. Honeysett was awarded 24,000 shares of restricted common stock, which were scheduled to vest ratably at 667 shares per month over a 36-month term, subject to her continued service with the Company. On March 31, 2025, the Company issued all 24,000 shares of restricted common stock in advance of the vesting schedule. Ms. Honeysett’s services were terminated on May 23, 2025, and as of June 30, 2025, the unvested portion of 19,999 shares of restricted common stock were forfeited.
On January 1, 2025, the Company entered into a service agreement with Bryce Greenfield in connection with his role managing the Company’s co-location facility in Orofino, Idaho. Under the terms of the agreement, Mr. Greenfield was granted 75,000 shares of restricted common stock, which were scheduled to be vested in equal monthly instalments of 2,083 shares over a 36-month period, subject to his continued service with the Company. On March 31, 2025, the Company issued all 75,000 shares of restricted common stock in advance of the vesting schedule. Mr. Greenfield’s services were terminated on May 23, 2025, and as of June 30, 2025, the unvested portion of 62,500 shares of restricted common stock were forfeited.
On June 25, 2025, the Company’s legal counsel was awarded 100,000 shares of restricted common stock in recognition of his exemplary legal services rendered to the Company during the fiscal year 2025.
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Private Placement Transactions
The Securities Purchase Agreements
On November 10, 2021, we entered into a Securities Purchase Agreement with certain of the selling stockholders referenced in our most recent registration statement pursuant to which we sold to such selling stockholders $560,875 in aggregate principal amount of our common stock (747,837 shares) and warrants to purchase shares of our common stock (which we refer to as the “PIPE Warrants”), exercisable at any time before the close of business on December 31, 2024. The PIPE Warrants are comprised of 747,837 warrants with an exercise price of $1.50 per share. During the year ended June 30, 2025, all PIPE warrants were converted, as part of a warrant redemption plan, into 186,959 shares of the Company’s shares of restricted common stock.
On September 25, 2024, a private investor purchased 150,000 shares of restricted common stock at a price of $1 for $150,000. These shares of restricted common stock were issued on March 31, 2025.
On October 5, 2024, a private investor purchased 100,000 shares of restricted common stock at a price of $1 for $100,000. These shares of restricted common stock were issued on March 31, 2025.
On October 11, 2024, a private investor purchased 100,000 shares of restricted common stock at a price of $1 amounting to $100,000. These shares of restricted common stock were issued on March 31, 2025.
On October 15, 2024, a private investor purchased 50,000 shares of restricted common stock at a price of $1 for $50,000. These shares of restricted common stock were issued on March 31, 2025.
On December 6. 2023, the Company agreed to sell to a private investor, 20,000 shares of restricted common stock at a price of $0.75 per share and received $15,000 recorded as deposit payable. These shares of restricted common stock were issued on March 31, 2025.
On April 1, 2025, a private investor purchased 20,000 shares of restricted common stock at a price of $0.50 for $10,000. These shares of restricted common stock were issued on June 30, 2025.
On April 1, 2025, a private investor purchased 100,000 shares of restricted common stock at a price of $0.50 for $50,000. These shares of restricted common stock were issued on June 30, 2025.
On April 1, 2025, a private investor purchased 50,000 shares of restricted common stock at a price of $0.50 for $25,000. These shares of restricted common stock were issued on June 30, 2025.
On April 1, 2025, a private investor purchased 300,000 shares of restricted common stock at a price of $0.50 for $150,000. These shares of restricted common stock were issued on June 30, 2025.
On April 1, 2025, a private investor purchased 200,000 shares of restricted common stock at a price of $0.50 for $100,000. These shares of restricted common stock were issued on June 30, 2025.
On April 1, 2025, a private investor purchased 200,000 shares of restricted common stock at a price of $0.50 for $100,000. These shares of restricted common stock were issued on June 30, 2025.
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We closed the transactions contemplated by the Securities Purchase Agreement. We issued the securities contemplated under the Securities Purchase Agreement in reliance upon the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.
The Registration Rights Agreements
On November 10, 2021, in connection with the closing of the transactions contemplated by the Securities Purchase Agreement, we entered into Registration Rights Agreements with the selling stockholders who are parties to the Securities Purchase Agreement. With respect to the selling stockholders who are party to the Securities Purchase Agreement, we are obligated to file a registration statement registering the resale of (i) their Warrant Shares, (ii) any Shares issuable under the terms of the Securities Purchase Agreement, and (iii) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization, or similar event with respect to the foregoing. The Company deemed the private placement officially closed in May 2022.
Pursuant to the Registration Rights Agreements, we agreed to file the registration statement(s) no later than the earlier of (a) 180-days after an initial public offering by the Company or (b) twelve (12) months after effective date of the Registration Rights Agreement. Furthermore, we agreed to grant the parties to the Securities Purchase Agreement a “piggy-back” registration right upon at least 10-day notice prior to the Company’s filing of a registration statement (or confidential submission in draft form) with the SEC. As contemplated by the terms of the Registration Rights Agreements, the Company filed a registration statement on Form S-1, as amended, that became effective on September 8, 2022.
Warrants Issued to Management and Consultants
On July 1, 2021, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued a Class C warrant to purchase 250,000 and 200,000 shares respectively, of our restricted common stock for consulting services, over a period of three years at an exercise price of $1.50, commencing on September 8, 2022, the effective date of our registration statement. During the year ended June 30, 2025, Squadron Marketing LLC’s warrants were converted, as part of a warrant redemption plan, into 62,500 shares and then Lazarus Asset Management LLC warrants were converted into 50,000 shares of the Company’s restricted common shares respectively.
On May 26, 2022, we issued Frank Horkey Class C warrant to purchase 250,000 shares of the Company’s common stock for a period of three years at an exercise price of $1.50 commencing upon the effective date of our registration statement as part of his executive compensation during the 2021 fiscal year. During the year ended June 30, 2025, these warrants were converted, as part of a warrant redemption plan, into 62,500 shares of restricted common stock.
On May 26, 2022, Squadron Marketing LLC and Lazarus Asset Management LLC were ach issued Class C warrant to purchase 500,000 shares of our restricted common stock for a period of three years at an exercise price of $1.50 commencing upon the effective date of our registration statement related to consulting services during fiscal 2022. During the year ended June 30, 2025, Squadron Marketing LLC’s warrants were converted, as part of a warrant redemption plan, into 125,000 shares of restricted common stock and the Lazarus Asset Management LLC warrants were converted into 125,000 shares of restricted common stock, respectively. On June 25, 2022, Horkey and Christiansen were each issued class C warrants to purchase 250,000 shares of restricted common stock for a period of three years at an exercise price of $1.50 commencing upon the effective date of our registration statement for serving on the Company’s Board of Directors for fiscal year 2023. During the year ended June 30, 2025, Horkey and Christiansen converted these warrants, as part of a warrant redemption plan, into 62,500 shares each of the Company’s restricted common stock and the warrant were retired.
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On June 25, 2022, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued a Class C warrant to purchase 250,000 shares of restricted common stock for a period of three years at an exercise price of $1.50 commencing upon the effective date of our registration statement for serving on our Advisory Board for the upcoming 2023 fiscal year. During the year ended June 30, 2025, Squadron and Lazarus converted these warrants, as part of a warrant redemption plan, into 62,500 shares each of our restricted common stock and the warrants were retired.
On July 1, 2023, Squadron Marketing LLC and Lazarus Asset Management LLC were issued a Class C warrant to purchase 250,000 shares of the Company’s common stock for a period of three years at an exercise price of $1.50. Prior to March 31, 2025, the Holders accepted the Company’s offer to redeem the warrants through a cashless redemption into 62,500 shares of restricted common stock at a price of $.25, and the warrant was retired.
On July 1, 2023, Mr. Horkey was issued a class C warrant to purchase 250,000 shares of restricted common stock for a period of three years at an exercise price of $1.50. Prior to March 31, 2025, the Holder accepted the Company’s offer to redeem the warrants through a cashless redemption into 62,500 shares of restricted common stock at a price of $.25 and the warrant was retired.
On July 1, 2024, Squadron Marketing LLC and Sparta Road LTD were each issued a class C warrant to purchase 250,000 shares of restricted common stock for a period of three years at an exercise price of $1.50.Prior to March 31, 2025, the Holders accepted the Company’s offer to redeem the warrants through a cashless redemption into 62,500 shares of restricted common stock each at a price of $.25, and the warrants were retired.
On July 1, 2024, Mr. Horkey was issued a class C warrant to purchase 250,000 shares of restricted common stock for a period of three years at an exercise price of $1.50. Prior to March 31, 2025, the Holder accepted the Company’s offer to redeem the warrants through a cashless redemption into 62,500 shares of restricted common stock at a price of $0.25, and the warrant was retired.
On July 1, 2024, Antonio Oliveira was issued a Class C warrant to purchase 250,000 shares of restricted common stock for his three-year Advisory Board position vesting as follows: 83,333 shares upon signing as of July 1, 2024; 20,833 shares vest quarterly the fiscal year ended June 30, 2024; 20,833) shares vest quarterly for the fiscal year ended June 30, 2025. Prior to March 31, 2025, the Holder accepted the Company’s offer to redeem the warrant through a cashless redemption into 62,500 shares of restricted common stock at a price of $.25 and the warrant was retired.
On July 1, 2024, Matthew Cohen was issued a warrant to purchase 250,000 shares of restricted common stock for his three-year board position vesting as follows: 83,333 shares upon signing as of July 1, 2024; 20,833 shares vest quarterly the fiscal year ended June 30, 2024; 20,833 shares vest quarterly for the fiscal year ended June 30, 2027. Mr. Cohen resigned effective December 31, 2024, and therefore vested only two quarters of his stock and warrant; the adjustments necessary to record his resignation was done on January 1, 2025. Prior to March 31, 2025, Mr. Cohen accepted the Company’s offer to redeem the warrant through a cashless redemption into 10,417 shares of restricted common stock at a price of $.25 and the warrant was retired.
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All of the above offerings and sales were made in reliance upon the exemption from registration under Rule 506 of Regulation D promulgated under the Securities Act of 1933 and/or Section 4(a)(2) of the Securities Act of 1933, based on the following: (a) the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933 and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information as requested ; (d) where applicable, the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act of 1933, and agreed to transfer such securities only in a transaction registered under the Securities Act of 1933 or exempt from registration under the Securities Act; and (e) where applicable, a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act of 1933 or transferred in a transaction exempt from registration under the Securities Act of 1933.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.
As of June 30, 2025, we have no formal equity compensation plan to authorize the issuance of our equity securities.
PENNY STOCK REGULATION
Shares of our common stock could be subject to rules adopted by the SEC that regulate broker-dealer practices with transactions in “penny stocks”. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which contains the following:
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☐ | a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; |
☐ | a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities laws; |
☐ | a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the “bid” and “ask” price; |
☐ | a toll-free telephone number for inquiries on disciplinary actions; |
☐ | definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and |
☐ | such other information and is in such form (including language, type, size, and format), as the SEC shall require by rule or regulation. |
Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer with the following:
☐ | the bid and offer quotations for the penny stock; |
☐ | the compensation of the broker-dealer and its salesperson in the transaction; |
☐ | the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and |
☐ | monthly account statements showing the market value of each penny stock held in the customer’s account. |
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.
TRANSFER AGENT
The stock transfer agent for our securities is Equiniti Trust Company 48 Wall Street, New York, New York 10005 (“EQ”) and EQ can be reached via phone at +1 (303) 282-4800 or via the URL https://equiniti.com/us/.
ITEM 6. SELECTED FINANCIAL DATA
As a “smaller reporting company”, as defined by Rule 10(f)(1) of Regulation S-K, the Company is not required to provide this information.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Forward-Looking Statements
The following is management’s discussion and analysis (“|MD&A”) of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.
The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto and other financial information contained elsewhere in this Form 10-K.
Our MD&A is comprised of significant accounting estimates made in the normal course of its operations, overview of our business conditions, results of operations, liquidity and capital resources and contractual obligations. We did not have any off-balance sheet arrangements as of June 30, 2025, or 2024.
The discussion and analysis of our financial condition and results of operations is based upon its financial statements, which have been prepared in accordance with generally accepted accounting principles generally accepted in the United States (or “US GAAP”). The preparation of those financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities at the date of its financial statements. Actual results may differ from these estimates under different assumptions or conditions.
Background
We have not generated any significant revenue to date, and we have incurred recurring losses. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Trends and Uncertainties
Cryptocurrencies are highly volatile, which introduces risks in asset valuation and revenue predictability. Significant price drops can impact transaction volumes and lead to liquidity challenges, especially for firms holding substantial digital assets.
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With reduced market liquidity on some centralized exchanges and the migration to decentralized exchanges, firms may face difficulty executing large transactions without significant price impacts. This liquidity risk can be especially impactful for companies that rely on large or frequent trades
Users increasingly favor DeFi protocols for financial services, reducing reliance on centralized exchanges and traditional custody providers. This shift could threaten companies that primarily operate as intermediaries.
The cryptocurrency industry is a prime target for cyberattacks, including exchange hacks, phishing schemes, and smart contract exploits. The rapidly evolving nature of blockchain technology can make systems vulnerable to new types of attacks.
The technology underpinning cryptocurrencies and DeFi protocols is still developing. Interoperability challenges across different blockchain networks, as well as the potential for bugs or failures in widely used protocols, can disrupt operations and erode user trust
Rising interest rates and inflation could impact investor demand for cryptocurrency as a speculative asset, while also influencing operational costs. Many investors view cryptocurrencies as alternative assets, so inflation or economic downturns may reduce interest in speculative investments.
Proof-of-Work cryptocurrencies (e.g., Bitcoin) face increasing scrutiny over their energy consumption. ESG concerns could lead to investor divestment or regulatory restrictions, particularly in regions aiming to meet strict carbon emissions targets.
Companies that do not adapt to environmentally friendly practices, such as moving to Proof-of-Stake models, may face reputation and compliance risks in the future as ESG considerations influence customer preferences and regulatory actions
RESULTS OF OPERATION
For the Year Ended June 30, 2025, Compared to Year Ended June 30, 2024
Revenues for the year ended June 30, 2025, were approximately $32,390 compared to $15,824 for the year ended June 30, 2024, an increase of $16,566 or 105%. The increase in revenues was primarily due to recommencing mining operations at our recently acquired co-location facility. On March 8, 2024, mining operations were suspended, and we resumed consolidated mining operations at our new facility on March 21, 2025.
Cost of revenue for the year ended June 30, 2025, was $118,592, compared to $30,258 for the year ended June 30, 2024. The $88,334 increase was primarily due to the recommencement and expansion of mining operations following the migration of equipment to the newly acquired Orofino data center in March, 2025. The Company also began offering hosting services during fiscal 2025, which contributed to higher costs and increased depreciation and amortization on the Orofino facility and mining management software. In contrast, depreciation expense was minimal in fiscal 2024, as the miners’ useful lives had been revised to one year in fiscal 2023, leaving minimal carrying value thereafter.
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Our net loss for the year ended June 30, 2025, was $2,535,552 compared to a net loss of $1,023,271 during the year ended June 30, 2024. The $1,512,281 increase in the net loss is primarily attributable to a substantial increase in stock-based compensation issued for services, equity incentives to note holders and a decline in depreciation expense from the fiscal year ended June 30, 2024, to June 30, 2025, due to its revision of the mining equipment’s estimated useful life from seven to one year.
During the year ended June 30, 2025, we incurred operating expenses of $2,079,851 compared to $996,327 incurred during the year ended June 30, 2024. The $1,083,524 increase was mainly due to an increase in stock-based compensation issued for services equity incentives to note holders, and a decline in depreciation expense from the fiscal year ended June 30, 2024, to June 30, 2025, due to its revision of the mining equipment’s estimated useful life from seven to one year.
During the year ended June 30, 2025, we incurred interest expense of $108,190, on notes payable, compared to $27,458 during the year ended June 30, 2024.
LIQUIDITY AND CAPITAL RESOURCES
Year Ended June 30, 2025
As of June 30, 2025, our current assets are $95,565 and our current liabilities are $1,332,539, which resulted in a working capital deficit of $1,236,974. As of June 30, 2024, our current assets are $152,249 and our current liabilities are $1,259,861, which resulted in a working capital deficit of $1,107,612.
As of June 30, 2025, and June 30, 2024, our total liabilities are $1,836,849 and $1,259,444, respectively and are comprised entirely of current liabilities, representing increased liabilities of $576,988. Of the total liabilities as of June 30, 2025, $504,310 will be satisfied by the issuance of preferred stock at a future date and is accrued as stock subscription payable for the issuance of preferred stock without designation.
Cash Flows from Operating Activities
For the year ended June 30, 2025, net cash flows used in operating activities was $763.752 compared to net cash flows used in operating activity of $614,853 for the same period in 2024, representing increased net cash flows used in operating activities of $148,899.
Cash Flows used by Investing Activities
For the year ended June 30, 2025, net cash flows used by investing activities was $370,618 and June 30, 2024, net cash flows used by investing activities was $0, representing net cash used in investing activities of $370,618.
Cash Flows from Financing Activities
For the year ended June 30, 2025, and June 30, 2024, our net cash flows provided by financing activities were $1,184,067 and $590,980, respectively, representing increased net cash flows by financing activities of $593,087.
| 26 |
| Table of Contents |
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded from (a) revenues through the sales of Bitcoin and other cryptocurrency sales; and (b) sales of our restricted common stock. Our working capital requirements are expected to increase commensurate with our business growth.
Our principal demands for funding are to increase business operations and for general corporate purposes. We intend to meet our liquidity requirements, including capital expenditures related to future business operations, and the expansion of our business, through cash flow provided by funds rose through proceeds from the issuance of debt or equity.
MATERIAL COMMITMENTS
We, through our wholly owned subsidiary Raptor Mining, previously had contracts with two co-location cryptocurrency mining facilities. These facilities provided the Company with electricity and maintenance of our crypto miner hardware.
PURCHASE OF SIGNIFICANT EQUIPMENT
After completing the acquisition of the Orofino ID facility, we applied for lease financing for the purpose of securing 275 latest generation ASIC S21 270 TH miners. Pricing fluctuations for ASIC miners is generally related to the price of Bitcoin; as of the date of this Annual Report, these particular ASIC miners cost between $5,300 and $6,500 per miner. Our planned lease or purchase of these miners is subject to our financial ability to do so and/or to obtain equity financing to pay for the ASIC miners.
CRITICAL ACCOUNTING POLICIES
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
| 27 |
| Table of Contents |
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial conditions, revenues or expenses, results of operations, liquidity capital expenditures or capital resources.
GOING CONCERN
Our consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established a source of revenue sufficient to cover our operating expenses and to allow us to continue as a going concern. We have incurred losses since inception resulting in an accumulated deficit on June 30, 2025, and 2024 of $9,559,350 and $7,023,798, respectively. Net losses for fiscal years ended June 30, 2025, and 2024 were $2,535,552 and $1,023,271, respectively. Our ability to operate as a going concern is dependent on obtaining adequate capital to fund operations until we become profitable. In its report on our financial statements for the years ended June 30, 2025, and 2024, our independent registered public accounting firm included an explanatory paragraph regarding substantial doubt of our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
RECENTLY ISSUED ACCOUNTING STANDARDS
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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
| 28 |
| Table of Contents |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by Item 8 are presented in the following order:
TABLE OF CONTENTS
| F-1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
T-Rex Acquisition Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of T-Rex Acquisition Corp. and its subsidiaries (“the Company”, “T-Rex”) as of June 30, 2025, and 2024, and the related consolidated statements of operations, changes in shareholders’ equity (deficit), and cash flows for each of the two years in the period ended June 30, 2025 and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025, and 2024, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Uncertainty
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s losses from operations and accumulated deficit raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| F-2 |
| Table of Contents |
Complex judgements – Digital Asset Mining Revenue
Description of the Matter:
The Company participates in digital asset mining by executing agreements with digital asset mining pool operators to provide hash calculations for the purpose of validating transactions and adding blocks to the Bitcoin Blockchain Network. The Company decides when to run its equipment for these transaction validation services under the mining pool agreement. Revenue is recognized upon confirmation of bitcoin block and receipt of the reward in the Company’s cryptocurrency wallet. For the fiscal years ended June 30, 2025, and 2024, Bitcoin Mining revenue was $15,701, and $15,824, respectively.
We identified bitcoin mining revenue as a critical audit matter due to the extent of audit effort to reconcile the Company’s records of bitcoin mined with that of the mining pool, and the bitcoin exchange, and the effort required to test the fair value of bitcoin rewards earned.
How the Critical Audit Matter Was Addressed in the Audit:
Our audit procedures related to the Company’s revenue recognition process for Bitcoin Mining Revenue included the following, among others:
| · | We reconciled the ledger of bitcoin revenue to the mining pool report which were obtained during our walkthrough of the mining pool system. |
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| · | We obtained bitcoin quoted prices from third party sites and tested the fair value on the reward dates. |
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| · | We examined the underlying contracts of the mining pool and crypto exchange. |
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| · | We traced the transfer of bitcoin from the mining pool records of bitcoin transferred out to the crypto exchange records of bitcoin received; noting mostly all bitcoin rewards are transferred out of the mining pool to the crypto exchange on a regular basis before it is used or sold. |
Complex judgements - Impairment of Software
Description of the Matter:
As discussed in Note 8 of the financial statements, the Company acquired proprietary mining and hosting software from a related party for total consideration of approximately $210,000, during the fiscal year 2025, incurred amortization expense of $17,500 and recognized a full impairment loss of $192,500 on June 30, 2025. Management’s conclusion to impair the software involved significant judgment in assessing whether the software was in use, whether impairment indicators existed as of the reporting date, and whether the carrying value was recoverable. The software was acquired and maintained by a related party. Due to electrical equipment damage subsequent to the fiscal year end the software was not functional at time of the audit. Management fully impaired the software and claims it will become functional once the equipment is repaired. Accordingly, this matter required a high degree of auditor judgment and audit effort.
How the Critical Audit Matter Was Addressed in the Audit:
We obtained and reviewed the acquisition agreement and supporting documentation for the consideration paid, evaluated the related-party relationship and its impact on audit risk, and assessed management’s identification of impairment indicators and their determination regarding recoverability as of June 30, 2025. We considered the subsequent damage of the equipment used to operate the software and assessed the adequacy of related financial statement disclosures. Based on the procedures performed, we found management’s conclusion to record a full impairment loss to be reasonable in the circumstances.
/S/
We have served as the Company’s auditor since 2022.
October 30, 2025
| F-3 |
| Table of Contents |
TREX ACQUISITION CORP. | ||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||
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| June 30, 2025 |
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| June 30, 2024 |
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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 |
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TOTAL NON -CURRENT LIABILITIES |
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TOTAL LIABILITIES |
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Commitments and contingencies (Note 11) |
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STOCKHOLDERS' EQUITY (DEFICIT) |
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Common stock, |
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Additional paid In capital |
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Stock subscription payable |
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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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| $ |
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The accompanying notes are an integral part of these financial statements.
| F-4 |
| Table of Contents |
T-REX ACQUISITION CORP. | ||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
for the years ended June 30, | ||||||||
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| 2024 |
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REVENUE |
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Mining revenue |
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Hosting revenue |
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Unrealized 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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Hosting |
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Electricity |
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Contract labor |
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Environmental expense |
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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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Loss on impairment of intangible asset (software) |
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Gain (loss) on derivative liabilities |
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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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| $ | ( | ) |
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Basic and Dilutive - Weighted average number of common shares outstanding |
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The accompanying notes are an integral part of these financial statements.
| F-5 |
| Table of Contents |
T-REX ACQUISITION CORP. | ||||||||||||||||||||||||
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||
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| Common Stock at Par $0.0001 |
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| Number of Shares |
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| Additional Paid in Capital |
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| Stock Subscription Payable |
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| Accumulated Deficit |
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| TOTAL |
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Balance June 30, 2023 |
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Warrants issued as share-based compensation |
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Note Payable obligation to issue shares |
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| - |
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Net Loss |
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Balance June 30, 2024 |
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| $ |
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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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| - |
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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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance June 30, 2025 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| ($ |
|
| ($ |
| ||||||
The accompanying notes are an integral part of these financial statements.
| F-6 |
| Table of Contents |
TREX ACQUISITION CORP. |
| |||||||
CONSOLIDATED STATEMENT OF CASH FLOWS |
| |||||||
for the years ended June 30, |
| |||||||
|
|
|
|
|
|
| ||
|
| 2025 |
|
| 2024 |
| ||
OPERATING ACTIVITIES |
| |||||||
Net Loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
|
|
|
|
|
Share based Compensation expense |
|
|
|
|
|
| ||
Depreciation & Amortization |
|
|
|
|
|
| ||
Loss on impairment of intangible asset (software) |
|
|
|
|
|
| ||
Interest expense |
|
|
|
|
|
| ||
Consulting services paid in shares |
|
|
|
|
|
| ||
Compensation paid in form of Note payable |
|
|
|
|
|
| ||
Loss (Gain) on derivative liability |
|
|
|
|
|
| ||
Loan Cost - paid by share issuance |
|
|
|
|
|
| ||
Legal costs - paid by share issuance |
|
|
|
|
|
| ||
Debt issuance costs – Warrants issued |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
(Increase) decrease in assets |
|
|
|
|
|
|
|
|
Bitcoin Held |
|
| ( | ) |
|
|
| |
Prepaid expense |
|
| ( | ) |
|
|
| |
Other assets |
|
| ( | ) |
|
|
| |
Increase (decrease) in liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
|
|
|
| ( | ) | |
Interest payable to third parties |
|
|
|
|
|
| ||
Interest payable to related parties |
|
|
|
|
|
| ||
Advances payable to related parties |
|
|
|
|
|
| ||
Balances owed to related parties |
|
|
|
|
|
| ||
Deposit payable |
|
|
|
|
|
| ||
Net cash used in operating activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Purchase of Orofino Facility |
| $ | ( | ) |
| $ |
| |
Purchase of Intangible asset |
|
| ( | ) |
|
|
| |
Net cash used in investing activities |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Shares issued for cash |
| $ |
|
| $ |
| ||
Net proceeds from related party debt |
|
|
|
|
|
| ||
Repayment of convertible notes |
|
| ( | ) |
|
|
| |
Proceeds from issuance of note payable - related parties |
|
|
|
|
|
| ||
Proceeds from issuance of note payable - unrelated parties |
|
|
|
|
|
| ||
Net cash provided by financing activities |
|
|
|
|
|
| ||
NET INCREASE/(DECREASE) IN CASH |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
CASH AT BEGINNING OF PERIOD |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
CASH AT END OF PERIOD |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental Cashflow Information |
|
|
|
|
|
|
|
|
Interest Paid |
| $ |
|
| $ |
| ||
Taxes Paid |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Supplemental Non-Cash Investing and Financing Activities |
|
|
|
|
|
|
|
|
Purchase of intangible asset worth $210,000, of which $200,000 worth of shares issued and $10,000 paid in cash |
| $ |
|
| $ |
| ||
Purchase of Orofino facility worth $500,980 through issuance of Note Payables to Seller of $267,555 and paid $240,075 in cash. |
|
|
|
|
|
| ||
Conversion of Note payable along with interest in stock subscription payable, to be issued after year end. |
|
|
|
|
|
| ||
Shares issued to settle deposit payable |
|
|
|
|
|
| ||
Shares issued for the obligation earlier booked |
|
|
|
|
|
| ||
Share issued for redemption of warrants |
|
|
|
|
|
| ||
Share issued for conversion of Note payable |
|
|
|
|
|
| ||
Share issued to fulfil obligation of issuance of share |
|
|
|
|
|
| ||
Share issued for settlement of Advisor fee payable |
|
|
|
|
|
| ||
Share issued for settlement of board fee payable |
|
|
|
|
|
| ||
Conversion of accrued Interest to Note Payable |
|
|
|
|
|
| ||
The accompanying notes are an integral part of these financial statements.
| F-7 |
| Table of Contents |
T-REX ACQUISITION CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
T-REX Acquisition Corp. (“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-8 |
| Table of Contents |
The consolidated entity is comprised of T-REX Acquisition Corp. and its wholly owned subsidiaries:
| · | TRXA Merger Sub, Inc. (“Merger Sub”) was formed on March 13, 2020, in the State of Delaware to facilitate a potential acquisition of a Software-as-a-Service (SaaS) business. The subsidiary is currently inactive and has no operations or reportable assets or liabilities. |
|
|
|
| · | Raptor Mining LLC (“Raptor”) was formed on July 9, 202,1 in the state of Florida, Raptor’s operations include the Company’s proprietary Bitcoin mining operations and virtual asset acquisitions. Raptor conducts the Company’s primary cryptocurrency mining activities. Raptor is responsible for validating blockchain transactions in exchange for mining rewards and also engages in the acquisition of virtual assets. |
|
|
|
| · | Megalodon Mining and Electric LLC (“Megalodon”) was formed on July 1, 2022, in the State of Florida, to evaluate, acquire and develop data centers to fulfil its cryptocurrency hosting business model. On March 4, 2025, Megalodon acquired a data center and co-location facility in Orofino, Idaho. The co-location hosting business model offers third party crypto miners support to operate mining operations without purchasing a facility of their own. For a monthly fee, the Company offers lower cost electricity and operational support staff. |
|
|
|
| · | Sabretooth Mining Containers LLC (“Sabretooth”) was formed on February 7, 2025, in the state of Florida to design and fabricate modular containers equipped with electrical and racking infrastructure to support off-site cryptocurrency mining operations. |
|
|
|
| · | Deinodon Mining Solutions LLC (“Deinodon”) was formed on March 29, 2025, in the state of Florida provides software and technical resources for cryptocurrency operations. On March 31, 2025, Deinodon acquired the assets of Baoblock, Inc. for $ |
All intercompany transactions and balances have been eliminated in consolidation.
| F-9 |
| Table of Contents |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("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.
Reclassification
Certain reclassifications have been made to prior periods to conform to current reporting.
Principles of Consolidation
As of June 30, 2025, the accounts include those of the Company and its
Business segments
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 focus on operations and services that can be achieved with state-of-the-art software platform for its industry. The Company plans to utilize this platform to support future business initiatives.
| F-10 |
| Table of Contents |
Segmented Information- Statements of Operations |
|
|
|
|
|
|
|
|
| |||||||||||
2025 |
| Holding Segment |
|
| Mining Segment |
|
| Hosting Segment |
|
| Software Services Segment |
|
| Total |
| |||||
Revenue and other income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Mining revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Realized gain (loss) on sale/exchange of bitcoin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Hosting revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Intersegment sales revenue |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | |||
|
|
|
|
|
| 17,502 |
|
|
|
|
|
|
|
|
|
| ||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Depreciation and Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Loss on impairment of intangible asset (software) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
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 |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segmented Information- Balance Sheets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
| Holding Segment |
|
| Mining Segment |
|
| Hosting Segment |
|
| Software Services Segment |
|
| Total |
| |||||
Total assets |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: intersegment eliminations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Net assets |
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
Less: intersegment eliminations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||
Segmented Information- Statements of Operations |
|
|
|
|
|
|
|
|
| |||||||||||
2024 |
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
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 |
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ |
|
| $ | ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segmented Information- Balance Sheets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
| 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-11 |
| Table of Contents |
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment, the fair value of derivative liabilities, the present value of debt owed, and value of stock issued as compensation or some other consideration. Actual results could differ from those estimates.
Cash and cash equivalents
Cash and cash equivalents include short-term, highly liquid investments, such as cash on account with commercial banks, certificates of deposit or money market funds that are readily convertible to known amounts of cash and have original maturities of three months or less. All cash balances are held by major banking institutions.
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
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. |
| F-12 |
| Table of Contents |
Fair Value Measurements as of June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bitcoin held |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
| $ |
|
| $ |
|
| $ |
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| $ |
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Liabilities |
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Derivative liability |
| $ |
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| $ |
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| $ |
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| $ |
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Note Payable (related parties) |
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Note Payable (unrelated parties) |
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Fair Value Measurements as of June 30, 2024 |
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| Level 1 |
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Liabilities |
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Derivative liability |
| $ |
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| $ |
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Note Payable (related parties) |
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Note Payable (unrelated parties) |
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| $ |
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| $ |
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| $ |
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| $ |
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The carrying amount of the Company’s financial assets and liabilities, such as cash, and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements as of June 30, 2025.
The assets and liabilities recorded on the balance sheet approximate their fair value.
Disaggregated Revenue Disclosure
The Company’s customers or sources of revenue generation were only in the United States during the period ended June 30, 2025. Below is a table of revenue by type:
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| For the period ended |
| |||||
Revenue Type |
| June 30, 2025 |
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| June 30, 2024 |
| ||
Mining Revenue |
| $ |
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| $ |
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Hosting Revenue |
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Unrealized Gain or Loss on Bitcoin Held |
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Total revenue |
| $ |
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| $ |
| ||
| F-13 |
| Table of Contents |
Digital Currencies – Bitcoin
The Company accounts for digital assets in accordance with the AICPA Practice Aid “Accounting for and Auditing of Digital Assets” (June 30, 2022) and SEC Staff Accounting Bulletin No. 121, which provide non-authoritative guidance under U.S. GAAP. There is currently no specific authoritative guidance on accounting for digital assets; therefore, digital assets that lack physical substance meet the definition of intangible assets and are accounted for under FASB ASC 350, Intangibles – Goodwill and Other.
Effective June 30, 2024, the Company early adopted FASB ASU 2023-08, “Accounting for and Disclosure of Crypto Assets.” This standard requires that qualifying crypto assets, including Bitcoin, be measured at fair value under ASC 820, with changes in fair value recognized in net income each reporting period, replacing the previous impairment model.
The Company held no digital assets as of June 30, 2024. As of June 30, 2025, the Company held Bitcoin with a fair value of $
Plant and equipment - Crypto-currency machines
The rate at which the Company generates digital assets and, therefore, consumes the economic benefits of its transaction verification servers are influenced by a number of factors including the following:
| ☐ | the complexity of the transaction verification process which is driven by the algorithms contained within the Bitcoin open-source software. |
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| ☐ | the general availability of appropriate computer processing capacity on a global basis (commonly referred to in the industry as the blockchain’s total hash rate) |
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| ☐ | technological obsolescence reflecting rapid development in the transaction verification server industry such that more recently developed hardware is more economically efficient to run in terms of digital assets generated as a function of operating costs, primarily power costs i.e., the speed of hardware evolution in the industry is such that later hardware models generally have faster processing capacity combined with lower operating costs and a lower cost of purchase. |
The Company operates in an emerging industry for which limited data is available to make estimates on the useful economic lives of specialized mining equipment. The equipment could become obsolete within less time than other equipment due to it being specialized, new technology still being developed and improved. Plant and equipment, which represent mining equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Prior to the fiscal year June 30, 2023, management determined the expected useful life of mining machines as 7 years. During the fiscal year ended June 30, 2023, management has reassessed that the mining machines’ useful life to
The Company’s purchased its first data center/ co-location facility in Orofino, Idaho in March 2025. Of the $
| F-14 |
| Table of Contents |
Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be realizable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset's carrying value to determine if an adjustment for impairment is necessary. The effect of any impairment would be to expense the difference between the fair value of such assets and their carrying value.
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 derives revenue from two primary sources: (i) cryptocurrency mining activities and (ii) co-location hosting services.
The Company applies the following five-step model for each revenue stream within a scope of ASC 606:
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 estimated fixed fee is determined from expected variable usage-based fees (e.g., for electricity).
| F-15 |
| Table of Contents |
The Company applies the ASC 606 model as follows:
| · | Step 1: Contracts are established via written service agreements. |
| · | Step 2: The primary performance obligation is continuous provision of hosting services. |
| · | Step 3: The transaction price includes fixed service fees and estimated variable usage charges. |
| · | Step 4: The full transaction price is allocated to the hosting service obligation. |
| · | Step 5: Revenue is recognized ratably over time, using a time-based output method. |
Software Development and Licensing Revenue
Through Deinodon, its subsidiary, the Company expects to generate revenue from the development and licensing of proprietary software used for the remote monitoring and management of physical operations, including real-time temperature tracking of hardware components, operational performance analytics, and predictive maintenance alerts.
Modular Infrastructure Sales
Through Sabretooth, its subsidiary, the Company expects to generate revenue through the design, fabrication, and sale of modular containers equipped with electrical and racking infrastructure to support off-site cryptocurrency mining operations.
Transaction Price Considerations
The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.
When determining the transaction price, the Company considers the following elements as required by ASC 606-10-32:
| · | Variable Consideration: For hosting arrangements that include usage-based components (e.g., power), the Company estimates the variable consideration using the most likely amount method. Such amounts are included in the transaction price only to the extent that it is probable a significant revenue reversal will not occur. |
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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-16 |
| Table of Contents |
Stock based compensation.
The Company accounts for stock-based compensation in accordance with ASC Section 718 Compensation – Stock Compensation. Under the fair value recognition a provision of ASC 718 stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expensed ratably over the requisite service period/vesting period.
The Company accounts for its non-employee stock-based compensation in accordance with Update 2018-07—Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.
Warrants were issued as compensation, as an inducement for notes payable, and as detachable warrants in connection with share purchase agreements. In accordance with ASC 718, Compensation-Stock Compensation, warrants issued as compensation are valued on the grant date using the Black-Scholes option pricing model and are expensed over the vesting period or the term during which services are provided. Warrants issued as inducement for notes payable are accounted for under ASC 470-20, Debt with Conversion and Other Options and are valued using the Black-Scholes model, with the resulting deferred cost amortized over the life of the related note. For detachable warrants issued under a stock purchase agreement, the proceeds are allocated between common stock and warrants based on their fair values, with the warrant value nets against the stock value within additional paid-in capital.
Commitments and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Through the fiscal period ended June 30, 2025, the lender with lien filed on property filed a notice of default and foreclosure on Orofino, Idaho facility due to default in payment of Note payable. (See Subsequent Events Note 17)
Related Party Disclosures
Under ASC 850 “Related Party Transactions” an entity or person is considered to be a “related party” if it has control, significant influence or is a key member of management personnel. A transaction is considered to be a related party transaction when there is a transfer of resources of obligations between related parties. The Company, in accordance with the standard ASC 850, presents disclosures about related party transactions and outstanding balances with related parties, see Note 10.
Earnings per Share
The Company computes earnings (loss) per share ("EPS") in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted EPS on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants or stock options and the conversion of instruments convertible to common stock. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
As of June 30, 2025, and June 30, 2024, there were outstanding warrants that could convert into
| F-17 |
| Table of Contents |
Derivative Financial Instruments
The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features (such as conversion features) that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. The Company had convertible notes with derivative values determined as $
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.
| F-18 |
| Table of Contents |
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.
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.
| F-19 |
| Table of Contents |
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 is recorded as additional paid-in-capital. Equity issuance costs are charged directly to additional paid-in-capital. Shares issued for services received or non-cash consideration are measured at the fair market value of the equity instruments issued on the grant date or the fair value of the service received, whichever is more reliably measurable. The Company is authorized to issue
Subsequent events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
Recent Accounting Pronouncements
Environmental Credits (Proposed Topic 818) - New guidance on how to account for environmental credits like carbon offsets and renewable energy certificates. Focus on consistent recognition, measurement, and disclosure. Still in proposal stage (comment period through April 2025). As no renewable energy sources are used for operations, we currently deem these credits are not applicable.
Disaggregation of Income Statement Expenses (ASU 2024-03) - Companies must break out major expense categories (e.g., labor, depreciation) in the notes to financial statements aimed at improving transparency. Effective for annual periods after Dec 15, 2026 (early adoption allowed). This is applicable to the Company but it’s not yet effective and the Company has not elected early adoption.
Income Tax Disclosure Improvements (ASU 2023-09) - Requires clearer details on income taxes paid (by federal, state, and foreign) and better breakdowns of rate reconciliations. Helps investors better understand a company’s tax situation. This standard applies to the Company but is not currently applicable to current period financials, as we have incurred losses and have no tax expense.
| F-20 |
| Table of Contents |
NOTE 3. GOING CONCERN
As reflected in the accompanying financial statements, the Company has incurred significant operating losses since its inception. For the year ended June 30, 2025, and fiscal year ended June 30, 2024, the Company incurred losses of $
While the Company is attempting to 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. PREPAID 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. On June 12, 2022, the Company issued
During the fiscal year ended June 30, 2025, the Company issued an additional
NOTE 5. OTHER ASSETS
During the period, the Company made a refundable security deposit of $
| F-21 |
| Table of Contents |
NOTE 6. BITCOIN HELD
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| June 30, 2025 |
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| June 30, 2024 |
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Beginning balance |
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Increase |
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Value of bitcoin mined on the reward date |
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Unrealized 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
On August 24, 2022, the Company entered a contract to purchase 20 Bitmain XJ S19 Pro 110 TH and their installation at Simple Mining in Iowa. During the 2024 fiscal year, the Company fully depreciated all mining equipment. Land, buildings, machinery, and mining equipment, and furniture are valued at cost. Maintenance and repair costs are charged to expenses as incurred. Gains or losses on disposition of equipment are reflected in operations. Depreciation is computed using revised, more conservative estimated useful lives for financial reporting purposes, based on relevant industry or operational conditions. The estimated life for financial reporting purposes was reduced during this fiscal year due to changes in the cryptocurrency industry.
In March 2025, Megalodon purchased a co-location facility and some legacy crypto miners, pursuant to an Asset Purchase Agreement, from an unaffiliated third party for $
| F-22 |
| Table of Contents |
On June 30, 2025, and 2024, the balances were as follows:
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| Estimated Life in years |
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| June 30, 2025 |
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| June 30, 2024 |
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Land- Orofino |
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Building Improvements- Orofino |
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Machinery & Equipment - Electrical Equipment |
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Machinery & Equipment - Tools |
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Machinery & Equipment - Miners |
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Computer Equipment |
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Fixed Asset, Gross |
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Less: Accumulated Depreciation |
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Depreciation expenses amounted to $
See NOTE 12.” COMMITMENTS AND CONTINGENCIES” regarding Liens related to the Orofino property.
NOTE 8. INTANGIBLE ASSETS
On March 31, 2025, the Company acquired the intangible assets of Baoblock, Inc., a related party, for total consideration of approximately $
The software was placed in service during the fourth quarter of the fiscal year 2025 and amortized on a straight-line basis over its estimated useful life of three (
Given the subsequent availability and condition of the software due to the disruption in the mining facility’s operations, the Company performed an impairment evaluation as of June 30, 2025, and determined that the carrying amount of the software should be fully written down. Accordingly, as impairment loss of $
As of June 30, 2025, the carrying amount and accumulated amortization were as follows:
Description |
| Amount ($) |
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Cost |
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Accumulated Amortization |
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Carrying Value before Impairment |
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Impairment Loss |
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Net Book Value at June 30, 2025 |
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Subsequent to the fiscal year end June 30, 2025, the Company has an operational disagreement with contractors of the mining facility, certain miners and equipment were removed and there was damage to some infrastructure. Management is in the process of gathering facts on this issue and has filed an insurance claim.
| F-23 |
| Table of Contents |
NOTE 9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
During the year, the Company accrued amounts owed to vendors and certain other accrued expenses, which were comprised of the following:
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| June 30, 2025 |
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Marketing and promotional costs |
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Environmental cost |
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Accounts Payable & Accrued Liabilities |
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| $ |
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The Company’s trade payables are generally short term, due on demand or with an obligation to pay within less than 365 days. Approximately 25% of trade payables are outstanding for more than 90 days. Though balances are excessively aged, the Company is not aware of any litigation or dispute requesting immediate payment.
NOTE 10. RELATED PARTY TRANSACTIONS
Office space
Our executive, administrative and operating offices were previously provided at no cost on a month-to-month basis to the Company by our President, Frank Horkey, and are located at 151 N Nob Hill Road, Suite 402, Plantation FL 33324. The Company leases office space from its President at a cost of $
| F-24 |
| Table of Contents |
Due to Related Parties-accrued compensation
During the year ended June 30, 2025, the Company incurred management advisory fees of $
During the year ended June 30, 2025, the Company incurred compensation expense of $
During the year ended June 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 June 30, 2025, and June 30, 2024, of $
These notes do not require regular monthly payments, but rather they are to be settled by the maturity date if not converted.
Lazarus Management Limited and Sparta Road are related parties as these entities share key management / personnel (Timothy B. Ruggiero Ruggiero) with TREX.
| F-25 |
| Table of Contents |
(a) Convertible Note Payable - Related Parties
On July 1, 2023, the Company issued Frank Horkey (“Horkey”) a $
On July 1, 2023, the Company issued Lazarus Asset Management LLC (“Lazarus”) a $
| F-26 |
| Table of Contents |
On February 9, 2024, the Company issued Sparta Road Ltd (“Sparta Road”) a $
On April 1, 2024, as compensation for management services, the Company issued Frank Horkey a $
On April 1, 2024, as compensation for management services, the Company issued Lazarus a $
| F-27 |
| Table of Contents |
On July 1, 2024, as compensation for management services the Company issued Frank Horkey a $
On October 1, 2024, as compensation for management services the Company issued Frank Horkey a $
On January 1, 2025, as compensation for management services the Company issued Frank Horkey a $
On April 1, 2025, as compensation for management services the Company issued Frank Horkey a $
| F-28 |
| Table of Contents |
On July 1, 2024, as compensation for management services the Company issued Lazarus a $
On October 1, 2024, as compensation for management services the Company issued Lazarus a $
On January 1, 2025, as compensation for management services the Company issued Lazarus a $
On April 1, 2025, as compensation for management services the Company issued Frank Horkey a $
The total convertible notes payable principal balance on June 30, 2025, and June 30, 2024, was $
| F-29 |
| Table of Contents |
(b) Note Payable – Related Parties
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 $
Total non-convertible notes payable principal balance on June 30, 2025, was $
Other Related Party Debt
In addition to notes payable owed to related parted parties, various officers advanced funds for operating expenses. These amounts are reported on the balance sheet as “Due to related party -advances” on June 30, 2025, and June 30, 2024, in amount of $
| F-30 |
| Table of Contents |
NOTE 11. COMMITMENTS AND CONTINGENCIES
Legal contingencies
From time to time, the Company may be a defendant in pending or threatened legal proceedings arising in the normal course of business. Management is not aware of any pending, threatened or asserted claims other than a Notice of Default filed on October 1, 2025 by the Holder of the first mortgage of hon the Orofino property. See “Note 10 – Related Party Transactions”, “Note 12. Notes Payable Unrelated Third Parties”, and “Note 17. Subsequent Events” for additional details.
On September 9, 2024, the Company entered into a non-binding agreement with Veterans Capital Corp. (“Veterans”) to lease ASIC crypto miners, valued at $
On September 19, 2024, the Company entered into an agreement with Del Cielo LLC for the introduction of potential leasing companies and institutional investment banking firms. The agreement required an initial payment of $
On October 20, 2024, the Company entered into an agreement with Clearwater Power Company “Clearwater”) for the provision of electric power and facilities to support its cryptocurrency mining operations in Orofino, Idaho. As part of this contract, the Company deposited approximately $
The related and unrelated party mortgages dated March 5, 2025, used to acquire the Company’s Orofino facility, are secured by two liens, one under a $
| F-31 |
| Table of Contents |
NOTE 12. NOTES PAYABLE- UNRELATED THIRD PARTIES
Unrelated parties’ notes payable consists of convertible and non-convertible notes payable with a principal balance on June 30, 2025, and June 30, 2024, of $
These notes do not require regular monthly payments, but rather they are to be settled by the maturity date if not converted.
(a) Convertible Note Payable - Unrelated Parties
On July 17, 2024, the Company issued to a private investor a $
On March 24, 2023, the Company issued to a private investor, a $
On May 15, 2023, the Company issued a private investor a $
On September 25, 2023, the Company issued a private investor a $
On March 12, 2024, the Company issued to a private investor a $
| F-32 |
| Table of Contents |
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 $
| F-33 |
| Table of Contents |
On May 23, 2024, the Company issued to a private investor a $
On January 9, 2025, the Company issued to a private investor a $
See due to Note 11 “Related Parties Transactions” for additional senior secured convertible promissory notes issuances.
(b) Note Payable – Unrelated Parties
On March 5, 2025, the Company issued to the Seller of the Orofino facility a $
NOTE 13. DERIVATIVE LIABILITIES
The Company has various convertible notes outstanding that require derivative liability considerations for its conversion features. Total derivative liability on June 30, 2025, was $
For the period ended June 30, 2025, the Company recorded a loss of $
| F-34 |
| Table of Contents |
The following table summarizes the weighted average key inputs used in the Black-Scholes model for all outstanding conversion feature derivative liabilities as of the measurement dates:
Input |
| Weighted Avg. at Inception Date |
|
| Weighted Avg. on June 30, 2025 |
| ||
Stock price |
| $ |
|
| $ |
| ||
Exercise price (conversion price) |
| $ |
|
| $ |
| ||
Risk-free interest rate |
|
| % |
|
| % | ||
Expected term (years) |
|
|
|
|
|
| ||
Expected volatility |
|
| % |
|
| % | ||
Dividend yield |
|
| % |
|
| % | ||
The following table summarizes the changes in derivative liability:
Description |
| June 30, 2025 |
| |
Derivative Liability beginning balance |
|
|
| |
Initial recognition of derivatives |
|
|
| |
Change in fair value |
|
|
| |
Settlements/conversions |
|
| ( | ) |
Derivative Liability ending balance |
|
|
| |
NOTE 14. 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
| F-35 |
| Table of Contents |
On July 1, 2022, James Marshall III received
On April 20, 2023, Shawn Perez Esquire was awarded
On September 25, 2024, a private investor purchased
On October 5, 2024, a private investor purchased
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
| F-36 |
| Table of Contents |
On July 1, 2024, Antonio Oliveira received
On March 31, 2025, issued
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 100,000 restricted common stock shares in recognition of exemplary legal services rendered to the Company during the fiscal year 2025.
The fair value for issuances of common stock for compensation and services is determined based on the market price of the company’s stock on the grant date.
| F-37 |
| Table of Contents |
NOTE 15. WARRANTS
Warrants Issued for Investment
On May 5, 2022, the Company issued shares and warrants related to that certain Securities Purchase Agreement dated November 10, 2021 with certain of the selling stockholders referenced in our most recent registration statement pursuant to which we sold to such selling stockholders $
On July 28, 2022, August 1, 2022, and November 28, 2022, an investor purchased 400,001 Units consisting of one share of the Company’s restricted common stock and one Class C warrant to purchase one share of the Company’s restricted common stock at an exercise price of $
On September 29, 2023, the Company issued to a private investor a 180-day Senior Secured Convertible Promissory Note bearing an interest rate of
On December 6, 2023, the Company agreed to sell to a private investor
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
| F-38 |
| Table of Contents |
See NOTE. 10 “Related Party Transactions”, Note Payable section for details on convertible promissory notes issued with warrants on March 24, 2023, May 15, 2023, September 25, 2023, September 2023, April 1, 2024, and July 1, 2024, October 1, 2024, January 1,2025 and April 1, 2025.
Warrants Issued for Management and Consulting Services
On July 1, 2021, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued a Class C warrant to purchase
On May 26, 2022, the Company issued to Frank Horkey a Class C warrant to purchase
On May 26, 2022, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued Class C warrant to purchase
On June 12, 2022, Messrs. Horkey and Christiansen were issued
On June 12, 2022, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued a class C warrant to purchase
On July 1, 2023, Squadron Marketing LLC and Lazarus Asset Management LLC were issued a Class C warrant to purchase
| F-39 |
| Table of Contents |
On July 1, 2023, Mr. Horkey was issued a class C warrant to purchase
On July 1, 2024, Squadron Marketing LLC and Sparta Road LTD were each issued a class C warrant to purchase
On July 1, 2024, Mr. Horkey was issued a class C warrant to purchase
On July 1, 2024, Antonio Oliveira’ was issued a Class C warrant to purchase
On July 1, 2024, Matthew Cohen was issued a warrant to purchase
Certain of the shares and warrants noted above were issued to Board Members, Advisory Board Members and Consultants for services to be rendered for periods subsequent to June 30, 2025. Amounts related to shares issued as compensation for services not yet performed are treated as prepaid consulting (current and non-current). The amounts will be recognized in subsequent periods as they are earned according to the Agreements.
| F-40 |
| Table of Contents |
The following are changes and balances for common share equivalent due to outstanding warrants:
|
|
|
|
|
|
|
|
| Warrants |
|
|
|
| |||||
|
|
| Warrants - |
|
| Weighted |
|
| exercisable - |
|
| Weighted |
| |||||
|
|
| Common |
|
| Average |
|
| Common |
|
| Average |
| |||||
|
|
| Share |
|
| Exercise |
|
| Share |
|
| Exercise |
| |||||
|
|
|
| Equivalents |
|
| price |
|
| Equivalents |
|
| price |
| ||||
Outstanding June 30, 2023 |
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Additions |
| Granted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
| Vested |
|
| - |
|
|
|
|
|
|
|
|
|
| |||
Additions |
| Granted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
| Granted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Outstanding June 30, 2024 |
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Additions |
| Granted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
| Granted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cancellations |
| Cancelled |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Additions |
| Vested |
|
| - |
|
|
|
|
|
| - |
|
|
| - |
| |
Outstanding September 30, 2024 |
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Additions |
| Granted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
| Granted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cancellations |
| Cancelled |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Additions |
| Vested |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Outstanding December 31, 2024 |
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Additions |
| Granted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
| Granted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
| Granted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
| Vested |
|
| - |
|
|
|
|
|
|
|
|
|
| |||
Cancellations |
| Cancelled |
|
| ( | ) |
|
|
|
|
| - |
|
|
|
| ||
Exercised |
| Exercised |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Exercised |
| Exercised |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Exercised |
| Exercised |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
|
| Adjustment |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Outstanding March 31, 2025 |
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Additions |
| Granted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additions |
| Granted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Exercised |
| Exercised |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Exercised |
| Exercised |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Exercised |
| Exercised |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
|
| Adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding June 30, 2025 |
|
|
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
As of June 30, 2025, the weighted average remaining contractual life of the warrants was
These warrants were valued using a Black Scholes calculation applying the following factors: a stock price of $.16, an exercise price of $
| F-41 |
| Table of Contents |
NOTE 16. INCOME TAXES
The components of income tax balances for the periods ended June 30, 2025, and June 30, 2024, are as follows:
|
| For the Fiscal Year Ended |
|
| For the Fiscal Year Ended |
| ||
|
| 30-Jun-25 |
|
| 30-Jun-24 |
| ||
Net losses before taxes |
| $ |
|
| $ |
| ||
Adjustments to arrive at taxable income/loss |
|
|
|
|
|
|
|
|
Permanent differences: |
|
| ( | ) |
|
|
| |
Temporary differences: |
|
|
|
|
|
| ||
Taxable loss/(Income) |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Current Year Taxable income (loss) |
|
|
|
|
|
| ||
NOL carried forward prior year (tax return) |
|
|
|
|
|
| ||
NOL carried forward at period end |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Deferred Tax Asset - Federal Rate (21%) |
| $ |
|
| $ |
| ||
Deferred Tax Asset - State Rate (5.5%) |
|
|
|
|
|
| ||
Total Deferred Tax Asset |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Valuation Allowance |
|
| ( | ) |
|
| ( | ) |
Deferred tax per books |
|
|
|
|
|
| ||
Due to the changes the Tax Reform Act of 1986 and the Tax Cut and Jobs Act of 2017, net operating loss carry forwards for Federal Income tax reporting purposes are subject to additional limitations. Should certainly changes in ownership occur, our net operating loss carry forwards may be limited to use in future years. In addition, tax rates on corporations were reduced and certain other deductions limited. These changes may affect the income tax benefit calculation and related allowance during subsequent fiscal years. The IRS requires all domestic corporations in existence for any part of the tax year to file an income tax return whether or not they have taxable income. The Company has filed tax returns through its fiscal year ended June 30, 2016. The Company incurred a loss for the fiscal years ended June 30, 2025, and 2024 and has not filed tax returns for either year. The Company has not received any notifications from the IRS. Reported tax benefits and valuation allowances are the Company’s best estimate of its tax positions and have not been reviewed by the taxing authority.
NOTE 17. SUBSEQUENT EVENTS
The Company evaluated subsequent events through the date the financial statements were issued and determined that the following events require disclosure:
Facility- Disruption in Operation
On July 23, 2025, the Company’s data center located in Orofino, Idaho (the “Center”) had an incident which caused a disruption in operations. There was a dispute with contractors, certain miners and equipment were removed and there was damage to electrical distribution equipment and some infrastructure in the mining facility. The matter is under investigation. The issue led to the full impairment of the software and caused a temporary interruption in mining and co-location operations. An insurance claim was filed to obtain some coverage for this incident. The company is evaluating options to restore conditions and resume operations.
| F-42 |
| Table of Contents |
Purchase Money Mortgage Maturity
The promissory note (the “Note”) secured by a Deed of Trust on the Orofino data center matured on
On October 1, 2025, the Company was notified of a foreclosure action initiated by the Seller of the Orofino property. The Company has approximately 115 days from the filing date to satisfy the obligation, which it intends to refinance through third-party lenders. Management is currently reviewing multiple financing proposals to refinance the outstanding debt.
Chief Technology Officer (CTO) Compensation
In September 2025, the Company issued
Series A Preferred Stock Designation
On September 8, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations with the Secretary of State of Nevada to establish its Series A Preferred Stock. The Certificate authorized the issuance of up to
No other material subsequent events were identified that would require adjustment to, or disclosure in, the accompanying financial statements.
| F-43 |
| Table of Contents |
ITEM 9. CHANGES AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
As of the date of this filing, there are no disagreements between us and our accountants on any matter of accounting principles, practices, or financial statement disclosure.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures
We are required to maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures.
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company’s management, including the Company’s Chief Executive Officer (“CEO”)and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation the Company’s CEO / CFO concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2024 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO/CFO, as appropriate, to allow timely decisions regarding required disclosure. The principal basis for this conclusion is the lack of segregation of duties within our financial function and the lack of an operating Audit Committee.
(b) Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
| 29 |
| Table of Contents |
| · | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; |
|
|
|
| · | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
|
|
|
| · | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
We carried out an assessment, under the supervision and with the participation of our management, including our CEO/CFO, of the effectiveness of the design and operation of our internal controls over financial reporting, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of September 30, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on that assessment and on those criteria, our CEO and CFO concluded that our internal control over financial reporting was not effective as of June 30, 2024. The principal basis for this conclusion is (i) failure to engage sufficient resources regarding our accounting and reporting obligations during our startup and (ii) failure to fully document our internal control policies and procedures.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management report in this annual report.
(c) Changes in Internal Controls
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the fiscal period to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company’s management, including the Company’s CEO and CFO, does not expect that the Company’s internal control over financial reporting will prevent all errors and all fraud. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.
Subsequent to our year end, our Board of Directors has established an Audit, Compensation and Governance Committees. While our Board is not yet large enough to have a full complement of independent directors, we believe we are substantially in compliance with regulatory requirements.
ITEM 9B. OTHER INFORMATION
None.
| 30 |
| Table of Contents |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
EXECUTIVE OFFICERS AND DIRECTORS
Our directors and principal executive officers are as specified on the following table:
Name |
| Age |
| Position |
| ||||
Frank Horkey |
| 69 |
| President/ Director/ Chief Financial Officer |
Michael Christiansen |
| 67 |
| Secretary/Treasurer/Director |
Antonio Oliveira |
| 38 |
| Chief Technology Officer |
Frank Horkey, our President, and Board Member.
Frank Horkey has been our President/Director since month/year and our Chief Financial Officer since month/year. During the past forty years, Frank Horkey has been engaged as an auditor and a certified public accountant. Frank Horkey currently is the founder and manager of Horkey & Associates, which is a public accounting firm located in West Broward, Florida. In 1978, Mr. Horkey commenced his career with Touché Ross (which is now called Deloitte Touché), an international public accounting firm, in Miami, Florida. After three years, he started his own public accounting firm and through subsequent mergers was a partner through 1991 in one of the largest accounting firms in western Broward County. Frank Horkey’s clients have included large corporations, small businesses, professionals, not-for-profit organizations, municipalities, and other governmental entities. Frank Horkey was the audit partner on one of the pilot single audits performed on a large governmental unit in 1981 and was involved in the development and application of the single audit process with the Office of Management and Budget and the General Accounting Office.
Frank Horkey received a Bachelor of Science in Accounting from Florida Atlantic University in (year) and has been certified by the State of Florida as a Certified Public Accountant since April 1979. He is a member of the American Institute of Certified Public Accountants as well as the Florida Institute of Certified Public Accountants. He also holds the designation as Certified in Florida Sales Tax, a specialty designation awarded jointly by the Florida Board of Accountancy and the Florida Institute of Certified Public Accountants.
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| Table of Contents |
Frank Horkey is also a 1993 graduate of Leadership Broward and 1987 President of the Sunrise Chamber of Commerce. He has been a member of the Broward Workforce Development Board since 1993 and Chair of its Audit Committee and was Board Chair for 2015-2016 and again for 2021-2022.
Frank Horkey’s community involvement also extends into the education environment. He was a member of the School Board of Broward County Audit Committee for ten years, Chair of the Sunrise Chamber of Commerce Education Committee for three years, a member of the Broward Education Planning Initiative, which was the first countywide effort to address school overcrowding. Frank Horkey was Treasurer of Broward Education Foundation for four years including the period during which the Foundation administered the Marjory Stoneman Douglas Victims fund of over $10,700,000. He was Board Chair of the Foundation for 2018-2020
Michael Christiansen
Michael Christiansen has been our Secretary/Treasurer and Board Member since July 2023. He has more than twenty years of investment banking experience and is currently Senior Managing Director at Weild & Co., an independent network investment bank. He has previously served as Chief Financial Officer of Weild & Co. from 2016 to 2020 and served as Managing Director at West Park Capital and previously with Prudential Securities. His investment banking experience includes public and private equity transactions, mergers and acquisitions, and strategic advisory engagements with clients in enterprise technology, life sciences, consumer, and retailing and natural resources industries. As a senior investment banker, he has advised clients on over $2 billion in aggregate closed financing transactions.
Antonio Oliveira
Antonio Oliveira has been an Advisory Board Member and Chief Technology Officer since November 2024 and July 2025 respectively. He has over 15 years of experience in the crypto currency mining industry including large crypto currency mining and data center acquisition and development across several states. His long list of successes includes development of AI programs, secure network systems, advanced solutions for business growth and custom analytics.
CORPORATE GOVERANCE
Committees
As noted above, subsequent to our year end, our Board of Directors has formed Compensation, Audit, and Corporate Governance committees. While we have added an additional Board member, our Board is still limited to three Board Members. Given the establishment of these committees and our relatively limited operations, the Board believes we are able to effectively manage the issues effectively.
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| Table of Contents |
Audit Committee and Financial Expert
Until the establishment of our Audit Committee, the role of an audit committee has been conducted by our Board of Directors. Our President/Director/Chief Financial Officer, Frank Horkey is a certified public accountant with substantial audit experience. Our Audit Committee’s primary function will be to provide advice with respect to our financial matters and to assist our Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee’s primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management’s establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.
Code of Ethics
During fiscal year 2024, we have adopted a comprehensive Code of Ethics and related Insider Trading Policy and Prohibitions that applied to all employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
Director Independence
Our President and Chief Financial Officer, Frank Horkey, is not deemed independent director as he also holds positions as an officer. As of the date of this Annual Report, Michael Christiansen serves on the Company’s board of directors and Mr. Christiansen is deemed an independent member of the board of directors.
ITEM 11. EXECUTIVE COMPENSATION
The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our principal executive officers during the fiscal years ended June 30, 2025, and June 30, 2024.
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| Table of Contents |
Name and Principal Position |
| Fiscal Years |
| Salary ($) |
|
| Bonus ($) |
|
| Stock Awards ($) |
|
| Warrants ($) |
|
| Non-Equity Incentive Plan Compensation ($) |
|
| Nonqualified Deferred Compensation Earnings ($) |
|
| All Other Compensation ($) |
|
| Total ($) |
| ||||||||
Frank Horkey, President (Note 1) |
| 2024 |
|
| 162,000 |
|
|
| - |
|
|
| 38,053 |
|
|
| 50,470 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 250,523 |
|
|
| 2025 |
|
| 192,000 |
|
|
|
|
|
|
| 38,053 |
|
|
| 25,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 255,523 |
|
Michael Christiansen, Secretary/Treasurer (Note 2) |
| 2024 |
|
| 12,000 |
|
|
| - |
|
|
| 38,053 |
|
|
| 25,470 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 75,523 |
|
|
| 2025 |
|
| 12,000 |
|
|
|
|
|
|
| 38,053 |
|
|
| 25,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 75,523 |
|
John Bennet, Former Chief Financial Officer, served until August 2024 (Note 3) |
| 2024 |
|
| 18,000 |
|
|
| - |
|
|
| 9,333 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 27,333 |
|
|
| 2025 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Antonio Oliveria Chief Technology Officer (Note 4) |
| 2025 |
|
| 33,000 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 33,000 |
|
OUTSTANDING EQUITY AWARDS
Name |
| Number of Shares or Units of Stock |
|
| Market Value of Shares or Units ($) |
|
| Number of Unearned Shares, Units or Other Rights |
|
| Value of Unearned Shares, Units or Other Rights ($) |
| ||||
Frank Horkey (President) |
|
| 250,000.00 |
|
|
| 114,160.00 |
|
|
| - |
|
|
| - |
|
Michael Christiansen (Secretary/Treasurer) |
|
| 250,000.00 |
|
|
| 114,160.00 |
|
|
| - |
|
|
| - |
|
John Bennet (Former CFO, served until August 2024) |
|
| 100,000.00 |
|
|
| 14,000.00 |
|
|
| - |
|
|
| - |
|
Antonio Oliveria (Chief Technology Officer) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
All stock awards are valued at market on the day of the award.
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We do not have any formal bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.
Note 1) On June 12, 2022, Frank Horkey received 350,000 shares for acting in the capacity of President and Director since his previous contract expired December 31, 2029. On June 12, 2022, the Company entered into a three-year contract with Frank Horkey, for his role as Officer and Director, and for consulting services to vet potential acquisition targets. Under this agreement, Frank Horkey is to receive $60,000 per year and 250,000 shares of restricted common stock and a warrant to purchase 250,000 shares of the Company’s restricted common stock at any time during the three-year period beginning on July 1, 2022, at a strike price of $1.50. Both the shares and warrants vest over three years for his services as Director and Officer. Frank Horkey also receives $3,000 per quarter as additional compensation for his service as Director and Officer. During the year ended June 30, 2025, all shares have been fully vested, and all warrants were converted, as part of a warrant redemption plan, into 62,500 shares of the Company’s restricted common shares each.
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| Table of Contents |
Note 2. On July 1, 2022, the Company entered into an agreement with Michael Christiansen, Secretary /Treasurer and Director. Mr. Christiansen received 250,000 shares of restricted common stock and a warrant to purchase 250,000 shares of the Company’s restricted common stock at any time during the three-year period beginning July 1, 2022, at a strike price of $1.50, both vesting over three years. Michael Christiansen also receives $3,000 per quarter as additional compensation for his service as Director and Officer. During the year ended June 30, 2025, all shares have been fully vested and all warrants were converted, as part of a warrant redemption plan, into 62,500 shares of the Company’s restricted common stock.
Note 3. On January 1, 2023, the Company entered into a two-year agreement with our accounting consultant, John Bennett to act as our Chief Financial officer (“CFO”). Mr. Bennett was tasked with providing financial oversight for a period of eighteen months. John Bennett’s compensation was 100,000 shares of the Company’s restricted common stock vesting over eighteen months. John Bennett also received $4,500 as compensation per quarter for his service as a CFO. His services concluded in August 2024, due to his passing.
Note 4. On April 1, 2025, the Company entered into an agreement with Antonio Oliveira, for his role as Chief Technology Officer. Under the agreement, Mr. Oliveira is to receive $120,000 per year and a one-time issuance of 250,000 shares of the Company’s restricted common stock vesting monthly over three years. Mr. Oliveira also receives $3,000 per quarter as additional compensation for his service on the Company’s Advisory Board.
Horkey and Christiansen’s shares were issued on July 1, 2022, and Bennett’s shares were issued on February 12, 2023. The cost of these shares was recorded as a prepaid expense and amortized over the life of the contracts.
To support our expansion and business development, we anticipate that we will continue to issue stock and warrants as compensation to retain our current and future directors, officers and independent contractors as consultants.
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| Table of Contents |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) any person or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and president and (iv) all executive officers and directors as a group as of June 30, 2024.
|
| Name and Address of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
| Percentage of Class (1) |
| |
|
|
|
|
|
|
|
| |
Officers and Directors |
| Frank Horkey |
| 2,379,445 shares |
|
| 9 | % |
|
| 10340SW 16th Pl. |
|
|
|
|
|
|
|
| Davie, FL 33324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Michael Christiansen |
| 372,500 shares |
|
| 1 | % |
|
| 2089 High Mesa Dr. |
|
|
|
|
|
|
|
| Henderson, NV 89053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Antonio Oliveira |
| 912,500 shares |
|
| 4 | % |
|
| 3550 NW 83rd Avenue Apt 705 |
|
|
|
|
|
|
|
| Doral, FL 33122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| All directors and named executive officers as a group (3) |
| 3,664,445 shares |
|
| 13 | % |
|
|
|
|
|
|
|
|
|
Beneficial Owners 5% or Greater |
| Lazarus Asset Management LLC et al. |
| 1,646,345 shares |
|
| 6.50 | % |
|
| 9540 NW 10th St. |
|
|
|
|
|
|
|
| Plantation, FL 33322 |
|
|
|
|
|
|
On September 9, 2020, Frank Horkey, who was President/CEO, Secretary/Treasurer/ CFO, and our director was issued 350,000 restricted common stock shares pursuant to that certain five-year Management Agreement, which commenced and was dated January 1, 2015, and expired December 30, 2019. Frank Horkey received 350,000 restricted common stock shares for acting in the capacity of President and Director since his previous contract expired December 31, 2019 and, on July 1, 2022, Frank Horkey received 250,000 restricted common stock shares for his three year board position vesting as follows: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022; eighty three thousand three hundred thirty three (83,333) shares for year two to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter; and eighty three thousand three hundred thirty three (83,333) shares for year three to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter. All shares were deemed vested as of June 30, 2025.
On July 1, 2022, as compensation for serving on the Company’s Board of Directors, Michael Christiansen received 250,000 common stock shares for his three year board position vesting as follows: 83,333 shares upon signing as of July 1, 2022; 83,333 shares for year two to vest quarterly at the rate 20,833 shares per quarter; and 83,333 shares for year three to vest quarterly at the rate of 20,833 shares per quarter. All shares were deemed vested as of June 30, 2025.
John Bennet received 50,000 shares for extending his consulting contract through fiscal year end 2023. On February 10, 2023, as incentive to accept the position of the Company’s Chief Financial Officer for the period of January 1, 2023- through the end of fiscal year 2024, John Bennet was awarded an additional 100,000restricted common stock shares that vest at 16,666 shares per quarter. All shares were deemed vested as of June 30, 2025.
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| Table of Contents |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related Party Transactions
Please refer to Financial Statements and Notes, which are incorporated in their entirety by this reference.
Director Independence
As of June 30, 2024, our one (1) director, Michael Christiansen is considered “independent” in accordance with Rule 4200(a)(15) of the NASDAQ Marketplace Rules. The remaining director is not considered “independent”.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
The aggregate fees billed for the fiscal years ended June 30, 2025, and June 30, 2024, for professional services rendered by the principal accountant for the audit of our annual financial statements and quarterly review of the financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $53,858and $53,225, respectively.
Other Audit Fees
For the fiscal years ended June 30, 2025, and June 30, 2024, there were no fees billed for other audit fees.
Tax Fees
For the fiscal years ended June 30, 2025, and June 30, 2024, there were no fees billed for services for tax compliance, tax advice, and tax planning work by our principal accountants.
All Other Fees
None.
Pre-Approval Policies and Procedures
Prior to engaging our accountants to perform a particular service, our Board of Directors obtains an estimate for the service to be performed. All of the services described above were approved by the Board of Directors in accordance with its procedures.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements.
Included in Item 8
| 37 |
| Table of Contents |
(b) Exhibits required by Item 601.
Exhibit No. |
| Description |
| ||
| ||
| ||
| Consent of Integritat CPA – Independent Registered Public Accounting Firm | |
| ||
| ||
101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) ** |
101.SCH |
| Inline XBRL Taxonomy Schema** |
101.CAL |
| Inline XBRL Taxonomy Calculation Linkbase** |
101.DEF |
| Inline XBRL Taxonomy Definition Linkbase** |
101.LAB |
| Inline XBRL Taxonomy Label Linkbase** |
101.PRE |
| Inline XBRL Taxonomy Presentation Linkbase** |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
_____________
* Filed herewith.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
| 38 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TREX Acquisition Corp. a Nevada corporation | ||
| |||
Date: October 31, 2025 | By: | /s/ Frank Horkey | |
| Frank Horkey | ||
| Its: | Chief Financial Officer | |
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Date: October 31, 2025 |
|
| |
|
|
|
|
| By: | /s/ Frank Horkey |
|
| Frank Horkey |
| |
| Its: | President |
|
| 39 |
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our audit report dated October 30, 2025, is for the consolidated financial statements of T-Rex Acquisition Corp (“the Company”) for the fiscal years ended June 30, 2025, and 2024. We consent to the incorporation of this audit report with the Annual Form 10-K filing for the fiscal year ended June 30, 2025.
/S/ INTEGRITAT CPA (PCAOB ID 6624)
Boca Raton, Florida
October 30, 2025
EXHIBIT 31.1
I, Frank Horkey, certify that:
| 1. | I have reviewed this annual report on Form 10-K of TREX Acquisition Corp; |
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly presents in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
|
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
|
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to affect the registrant's internal control over financial reporting; and |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
|
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
|
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: October 31, 2025 | By: | /s/ Frank Horkey | |
|
| Frank Horkey | ||
|
| Its: | President and CFO | |
|
|
|
|
|
| Date: October 31, 2025 | By: | /s/ Michael Christiansen |
|
|
| Its: | Secretary/Treasurer, Board Member |
|
EXHIBIT 32.1
CERTIFICATIONS PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of TREX Acquisition Corp, a Nevada corporation (the “Company”), on Form 10-K for the year ended June 30, 2025 as filed with the Securities and Exchange Commission (the “Report”), Frank Horkey, President and Chief Executive Officer of the Company does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| Date: October 31, 2025 | By: | /s/ Frank Horkey | |
|
| Name: | Frank Horkey | |
|
| Title: | President and CFO |
[A signed original of this written statement required by Section 906 has been provided to TREX Acquisition Corp. and will be retained by TREX Acquisition Corp. and furnished to the Securities and Exchange Commission or its staff upon request.]