T-REX Acquisition Corp 10-Q for FY2025 Q2
T-REX Acquisition Corp. (TRXA)
About this 10-Q
T-REX Acquisition Corp filed this 10-Q on February 21, 2025, covering the quarter ended December 31, 2024 (FY2025 Q2).
Headline figures
Quarter ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $2912 a year earlier
- Net loss
- $417.43K
- compared with a net loss of $224.19K a year earlier
- Diluted EPS
- -$0.02
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the six months ended
or
For the transition period from _________ to _________
Commission File Number:
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
( |
(Registrant’s Telephone Number, Including Area Code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| Emerging Growth Company |
If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of February 21, 2025, there were
Securities registered under Section 12(g) of the Act:
Title of each class registered:
Common
T-REX ACQUISITION CORP. |
CONSOLIDATED STATEMENTS OF OPERATIONS |
(A Nevada Corporation)
TABLE OF CONTENTS
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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| Table of Contents |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
T-REX ACQUISITION CORP.
December 31, 2024
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| Table of Contents |
T-REX ACQUISITION CORP.
CONSOLIDATED BALANCE SHEETS
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| December 31, 2024 |
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| June 30, 2024 |
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ASSETS |
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CURRENT ASSETS: |
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Cash |
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Crypto currency held |
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Prepaid consulting - current |
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Prepaid expense |
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Other assets |
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TOTAL CURRENT 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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Notes payable- third parties |
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Interest payable- third 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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TOTAL NON CURRENT LIABILITIES |
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TOTAL LIABILITIES |
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Commitments and Contingencies (Note 9) |
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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 footnotes are an integral part of these consolidated financial statements.
| F-2 |
| Table of Contents |
T-REX ACQUISITION CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
for the three and six months ended December 31,
(Unaudited)
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| Three months ended |
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| 2024 |
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| 2023 |
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| 2023 |
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REVENUE |
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Mining revenue |
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Realized gain (loss) on sale/exchange of Bitcoin |
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Impairment of digital assets |
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Total revenues |
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Cost of goods sold |
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Depreciation |
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Hosting |
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Total cost of goods sold |
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Gross Profit (Loss) |
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Expenses |
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Transfer agent and filing fees |
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Professional fees |
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Management and consulting fees |
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Share based compensation |
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Administration fees |
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Total operating expenses |
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Loss from Operations |
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Other income (expense) |
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Interest expense |
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Gain (loss) on derivative liabilities |
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Total other income (expense) |
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Loss Before Income Taxes |
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Less: Provision for Income Taxes |
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Net Loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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Basic and Dilutive Net Loss Per Share |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
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Basic and dilutive - weighted average number of common shares outstanding |
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The accompanying footnotes are an integral part of these consolidated financial statements.
| F-3 |
| Table of Contents |
T-REX ACQUISITION CORP.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
as of December 31, 2024
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| Common Stock at Par |
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| $0.0001 |
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| Additional |
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| Stock |
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| Number of |
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| Paid in |
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| Subscription |
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| Accumulated |
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| Shares |
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| Amount |
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| Capital |
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| Payable |
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| Deficit |
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| TOTAL |
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Balance June 30, 2021 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
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Shares issued for related party debt conversion |
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Share based expense for warrants issued |
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Shares issued for subscriptions |
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Shares issued for services |
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Shares issued for debt conversion |
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| - |
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Net loss |
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| - |
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Balance June 30, 2022 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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Shares surrendered |
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Shares issued for services |
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Shares issued for cash |
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Share based expense for warrants issued |
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Subscriptions received |
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| - |
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Net loss |
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| - |
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Balance June 30, 2023 |
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| $ |
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| $ |
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Share based expense for warrants issued |
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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 (Restated) |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
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Share based expense for warrants issued |
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Note payable obligation to issue shares |
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Net loss |
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| ( | ) |
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Balance September 30, 2024 (Unaudited) |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | ||||
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Share based expense for warrants issued |
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Changes in prepaid consulting/share- based expenses |
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Obligation to issue shares for cash received |
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Obligation to issue shares for services |
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| - |
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Net loss |
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| - |
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| ( | ) |
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Balance December 31, 2024 (Unaudited) |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | ||||
The accompanying footnotes are an integral part of these consolidated financial statements.
| F-4 |
| Table of Contents |
T-REX ACQUISITION CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
for the six months ended December 31, 2024
|
| 2024 |
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| 2023 |
| ||
OPERATING ACTIVITIES |
| |||||||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities |
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Share based expense for warrants issued |
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Cost of goods sold - depreciation expense |
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Loan costs - paid by share issuance |
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Share based expense for services rendered |
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Loss (gain) on derivative liability |
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Changes in assets and liabilities: |
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Other assets |
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Prepaid expense |
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Accounts payable and accrued expenses |
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Interest payable to third parties |
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Interest payable to related parties |
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Due to related parties |
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Advances payable to related parties |
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| ( | ) |
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Deposit payable |
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Net cash used in operating activities |
| $ | ( | ) |
| $ | ( | ) |
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INVESTING ACTIVITIES: |
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Purchase of Equipment |
| $ |
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| $ |
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Net cash used in investing activities |
| $ |
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| $ |
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FINANCING ACTIVITIES: |
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Shares to be issued for cash |
| $ |
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| $ |
| ||
Net change in related party debt |
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Proceeds from issuance of note payable - related parties |
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Proceeds from issuance of note payable - unrelated parties |
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Net cash provided by financing activities |
| $ |
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| $ |
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NET INCREASE IN CASH |
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| ( | ) | |
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CASH AT BEGINNING OF PERIOD |
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CASH AT END OF PERIOD |
| $ |
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| $ |
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Supplemental Cashflow Information |
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Interest paid |
| $ |
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| $ |
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Taxes paid |
| $ |
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| $ |
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The accompanying footnotes are an integral part of these consolidated financial statements.
| F-5 |
| Table of Contents |
T-REX ACQUISITION CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
In July 2021, T-REX Acquisition Corp. (the “Company”) became an emerging technology company focused on various verticals within the cryptocurrency industry and related intangible assets connected to distributed ledger technologies. Through the Company’s wholly owned operating subsidiary, Raptor Mining LLC, a Florida Limited Liability Company (“Raptor Mining”), the Company is engaged in cryptocurrency mining, which is the process of receiving cryptocurrency rewards for securing particular distributed ledger platforms. As of June 30, 2024, we had two cryptocurrency mining locations, however, since March 2024, our mining operations were paused because the contracts for the two locations were terminated and a new contract was entered in October 2024 to resume mining at a single location in Orofino, Idaho (see Note 9- Commitments & Contingencies).
The Company’s initial objective is to secure a Bitcoin distribution ledger platform. Bitcoin (BTC) is a decentralized digital currency that operates without a central authority like a government or financial institution. It was created in 2009 by an anonymous person or group using the pseudonym Satoshi Nakamoto. Bitcoin enables peer to peer transactions over a secure, decentralized network called the blockchain. Bitcoin was the first decentralized digital currency that could be exchanged without a central controlling authority. Lowercase “bitcoin” refers to the virtual asset (cryptocurrency) that is used to incentivize miners to maintain the protocol network named Bitcoin. The Company regularly researches other opportunities to secure additional distributed ledger systems and protocols.
On February 17, 2022, the Company began to receive bitcoin rewards (or some fraction thereof from the Bitcoin network). The Company generates revenue Bitcoin rewards are earned, with their value reported in United States Dollars (“USD”). The Company does not retain Bitcoin in its accounts and typically converts it to USD or uses it for payments to third parties.
Investing in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the risk factors discussed in Section 1A, “Risk Factors”.
Subsidiaries
The Company is a holding company, which wholly owns the following subsidiaries: Raptor Mining LLC, a Florida limited liability company (“Raptor Mining”); Megalodon Mining and Electric, LLC a Florida limited liability company (“Megalodon”); and TRXA Merger Sub, Inc., an inactive Delaware corporation (“Merger Sub”).
Raptor Mining’s operations include the Company’s cryptocurrency mining operations and virtual asset acquisitions. The Company formed Megalodon to investigate and potentially pursue a cryptocurrency co-location business model. The cryptocurrency co-location business model is based on a company which has access to data centers and inexpensive cryptocurrency mining inputs, such as low-cost electricity supply, offering to host third-party owned cryptocurrency mining equipment in exchange for a fee, which may consist of a mix of cash and cryptocurrency. As of the date of this Report, the Company is party to a Non-Binding Letter of Intent to acquire an established a co-location facility in Orofino, Idaho to consolidate its present mining operations and to expand into the co-location hosting market. There are no assurances that the Company will complete a purchase agreement for the Idaho facility or that we will be successful in consolidating our operations. (see Note 9- Commitments & Contingencies).
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 if America of ("U.S. GAAP") as found in the Accounting Standards Codification ("ASC”), and the Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB") and are expressed in US Dollars. The consolidated financial statements should be read in conjunction with the notes contained herein as part of the Company's quarterly filing in its Form 10-Q filing under the Securities Exchange Commission.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
| F-6 |
| Table of Contents |
Restatement of Prior Year Audited Financial Statements
On June 30, 2024, our audited financial statements were restated for an omitted accrual in the amount of approximately $
Reclassification
Certain reclassifications have been made to prior periods to conform with current reporting.
Determination of Bad Debts
The Company’s policy is to analyze the collectability of Accounts and Notes Receivable on a monthly basis to determine whether any allowance for doubtful accounts is necessary. When there is a potential of non-collections, an allowance is booked as a contra account to accounts receivable with the offset for the entry being bad debt expense. When collections are deemed more likely than not, the accounts receivable amount is directly written off and incurred as a bad debt expense. When an allowance for potential non-collections is subsequently more likely than not non-collectible, the related allowance is reduced, and the accounts receivable balance is directly written off.
Principles of Consolidation
As of December 31, 2024, the accounts include those of the Company and its
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.
Cash equivalents
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. |
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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. |
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Level 3 | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
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| Level 1 |
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| Level 2 |
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| Level 3 |
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| Total |
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Note Payable (related parties) – June 30, 2024 |
| $ |
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| $ |
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| $ |
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| $ |
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Notes Payable– June 30, 2024 third parties |
| $ |
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| $ |
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| $ |
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| $ |
| ||||
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Notes Payable (related parties) – December 31, 2024 |
| $ |
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| $ |
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| $ |
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| $ |
| ||||
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Note Payable– December 31, 2024- third parties |
| $ |
|
| $ |
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| $ |
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| $ |
| ||||
| F-7 |
| Table of Contents |
The Carrying amount of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon their present value determined from interest rates for debt obligations on December 31, 2024.
Assets and liabilities reported on the balance sheet approximate their fair value.
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 $
Digital currencies - Bitcoin
The Company applies accounting for digital assets in accordance with the AICPA Practice Aid "Accounting for and Auditing of Digital Assets", the guide is dated as of June 30, 2022, and the SEC issued Staff Accounting Bulletin No. 121, which is effective for periods after June 15, 2022, which are the current nonauthoritative guidance for accounting for digital assets under U.S. generally accepted accounting principles (GAAP). The AICPA Practice Aid is non-authoritative guidance that represents the views of the Digital Assets Working Group and AICPA staff. There is currently no official pronouncement or authoritative guidance on accounting for digital assets and digital asset transactions. The Company held no digital assets on December 31. 2024, or June 30, 2024. Under ASU No. 2023-08, effective December 15, 2024, with early adoption permitted, companies are required to mark bitcoin and similar digital assets to market at each period and eliminate the need for impairment testing. This guidance ensures that bitcoin holdings are recorded at fair market value, reflecting any unrealized gains or losses at the end of each period. The Company adopted this new accounting standard early, as of the quarter ending June 30, 2024, to enhance the transparency and accuracy of its financial reporting.
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, 2024, management reassessed that the mining machines’ useful life to 1-year rather than 7 years, consistent with industry research and publications on bitcoin machines at the time of assessment. The change in the estimated useful life was accounted for prospectively by updating the accumulated depreciation and incurring the related depreciation expense in the fiscal year ended June 30, 2024. Management’s assessment takes into consideration the availability of historical data and management's expectations regarding the direction of the industry, including potential changes in technology. Management will review this estimate annually and will revise such estimates as and when data becomes available.
| F-8 |
| 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 asset and it’s carrying value.
Revenue recognition
The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
| · | Step 1: Identify the contract with the customer |
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| · | Step 2: Identify the performance obligations in the contract |
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| · | Step 3: Determine the transaction price |
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| · | Step 4: Allocate the transaction price to the performance obligations in the contract |
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| · | Step 5: Recognize revenue when the Company satisfies a performance obligation |
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, an entity must consider the effects of all of the following: |
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| · | Variable consideration |
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| · | Constraining estimates of variable consideration |
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| · | The existence of a significant financing component in the contract |
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| · | Noncash consideration |
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| · | Consideration payable to a customer |
Crypto asset transaction verification is the output generated from the Company's ordinary activities under its mining pool contract. The Company receives its consideration as 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. Additionally, since its early adoption of ASU NO. 2023-08, the Company is permitted to carry digital assets such as bitcoin at their fair value. The Company would recognize an unrealized gain or loss from the change of the fair value at each reporting period. If bitcoin is sold, the Company would recognize a realized gain or loss for the difference in the fair value prior to the sale and consideration exchanged for the bitcoin. There is no significant financing component in these transactions. Expenses associated with running the digital currency mining business, such as rent, and electricity costs are also recorded as cost of revenue. Depreciation on digital currency mining equipment is recorded as a component of the cost of revenue.
| F-9 |
| Table of Contents |
Fair value of the digital asset award received is determined using the average U.S. dollar spot rate of the related digital currency on the grant date of the reward.
Expenses associated with running the digital currency mining business, such as rent, and electricity cost are also recorded as cost of revenues. Depreciation on digital currency mining equipment is recorded as a component of cost of revenues.
Additionally, in its regular course of business the Company earns a gain or incurs a loss on the trade of bitcoin awarded.
Stock based compensation.
The Company accounts for stock-based compensation in accordance with ASC Section 718 Compensation – Stock Compensation. Under the fair value recognition provisions of ASC 718 stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expensed ratably over the requisite service period/vesting period.
The Company accounts for its non-employee stock-based compensation in accordance with Update 2018-07—Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.
Commitments and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Through the fiscal period ended June 30, 2024, the quarter ended December 31, 2024, and through the date of filing, there have been no intervening lawsuits, claims or judgments filed. Please refer to Note 9. Commitments and Contingencies
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 8.
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, 2024, and December 31, 2024, there were outstanding warrants that could convert into
Equipment
Equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of equipment is computed by the straight-line method over the assets estimated useful life. Upon the sale or retirement of equipment’s, the related cost, and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. Equipment consists solely of bitcoin miners used in the operation with estimated useful lives of
| F-10 |
| Table of Contents |
Income taxes
The Company believes there are no taxes owed from inception to December 31, 2024, as it only incurred losses.
Income taxes are determined based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard required by ASC 740-10-25-5.
Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes.
As of December 31, 2024, we had a net operating loss carry-forward of $
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| December 31, 2024 |
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| June 30, 2024 |
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Deferred Tax Asset |
| $ |
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| $ |
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Valuation Allowance |
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Deferred Tax Asset (Net) |
| $ |
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| $ |
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Due to changes in the Tax Reform Act of 1986 and the Tax Cut and Jobs Act of 2017, net operating loss carryforwards for Federal Income tax reporting purposes are subject to additional limitations. Should certain changes in ownership occur, our net operating loss carryforwards may be limited to use in future years. In addition, tax rates on corporations were reduced and certain other deductions limited. These changes may affect the income tax benefit calculation and related allowance during subsequent fiscal years. The IRS requires all domestic corporations in existence for any part of the tax year to file an income tax return whether or not they have taxable income. The Company incurred a loss for the fiscal year ended June 30, 2024, and for the quarter ended December 31, 2024. The Company is in the process of filing its prior year returns. Returns through June 30, 2015 have been filed to date.. The Company has not received any notifications from the IRS. The reported tax benefits and valuation allowances are the Company’s best estimate of its tax positions and have not been reviewed by any taxing authorities.
| F-11 |
| Table of Contents |
Cash flows reporting
The Company follows paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flows from operating activities by adjusting net income (loss) to reconcile it to net cash flows from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
Advertising Costs
The Company expenses the cost of advertising and promotional materials when incurred.
Par value of common stock
During the fiscal year ended June 30, 2022, the par value of common stock was previously reported at $.001 and was adjusted to $.0001 resulting in an adjustment from common stock to additional paid in capital, with no change to total equity.
Subsequent events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company evaluates subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer, considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
| F-12 |
| Table of Contents |
NOTE 3 – GOING CONCERN
As reflected in the accompanying financial statements, the Company incurred a net loss of $
While the Company is attempting to generate revenues, the Company’s cash position may not be significant enough to support daily operations. Management intends to raise additional funds by a private or public offering and further implement its business plan to generate additional revenues, however, there can be no assurances that it will be successful in doing do 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, generate revenues, and raise capital.
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 shares to its directors and advisors for future services. The common shares are recorded as issued and outstanding at the time they are granted and issued, and the related share-based compensation expense is incurred as services are performed. Compensation expense not incurred is accounted for as prepaid consulting expense. On June 12, 2022, the Company issued
| F-13 |
| Table of Contents |
NOTE 5. OTHER ASSETS
During the period, the Company made certain payments related to the acquisition and maintenance of its Orofino and Clearwater facilities, which are included in other assets. The details of these payments are as follows:
| · | Orofino Facility: A payment of $ |
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| · | Clearwater Facility: A payment of $ |
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| · | Insurance: Approximately $ |
The Orofino facility is expected to be capitalized as part of the facility's acquisition cost, the Clearwater facility deposit is refundable and will be recognized as a reduction in the purchase price upon completion of the transaction. Payments made for future insurance coverage on the property will be held as a prepaid expense by the Company, once the property is acquired and will be expensed when the coverage is provided by the insurance carrier.
NOTE 6. CRYPTOCURRENCIES
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| Six Months Ended December 31, 2024 |
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| Year Ended 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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Realized gain (loss) on sale/exchange of bitcoin |
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Decrease |
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Bitcoin used for operational expenses (Cost basis) |
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Ending balance |
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NOTE 7. PROPERTY PLANT & EQUIPMENT MINING MACHINES
On August 24, 2022, the Company entered into a contract to purchase 20 Bitmain XJ S19 Pro 110 TH and their installation at Simple Mining in Iowa. During the 2024 fiscal year, the Company fully depreciated all mining equipment.
Depreciation expense amounted to $
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| December 31, 2024 |
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Mining equipment |
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Less: Accumulated Depreciation |
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Fixed assets, net |
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| F-14 |
| Table of Contents |
NOTE 8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
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| December 31, 2024 |
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| June 30, 2024 |
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Vendor Payables |
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Marketing and promotional costs |
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| $ |
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SEC regulatory cost |
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Professional fees |
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Crypto operation costs |
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Licenses and taxes |
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Expense Reimbursement -management |
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Compensation-Prior CFO |
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Vendor Accruals |
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Environmental cost |
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Accounts Payable & Accrued Liabilities |
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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 41.5% of trade payables are outstanding for more than 90 days.
| F-15 |
| Table of Contents |
NOTE 9. – RELATED PARTY TRANSACTIONS
Office space
The Company leases office space from its President at a cost of $
Due to Related Parties
Substantially all assets of the Company are pledged as collateral for the following notes payable.
As of December 31, 2024, and June 30, 2024, the Company owed $
As of December 31, 2024, and June 30, 2024, the Company owed compensation payable of $
As of December 31, 2024, and June 30, 2024, the Company owed board of director fees of $
On January 30, 2023, entities affiliated with Timothy B. Ruggiero and Peter Chung each cancelled
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-16 |
| Table of Contents |
On February 9, 2024, the Company issued Sparta Road Ltd (“Sparta Road”) a $
On April 1, 2024, the Company issued Frank Horkey a $
On April 1, 2024, the Company issued Lazarus a $
On July 1, 2024, the Company issued Frank Horkey a $
On October 1, 2024, the Company issued Frank Horkey a $
On July 1, 2024, the Company issued Lazarus as compensation for management services a $
On October 1, 2024, the Company issued Lazarus as compensation for management services a $
During the month of November 2024, the Company agreed with related party debt holders, Frank Horkey and Lazarus Asset Management, LLC to waive its obligations to issue its restricted common stock incentives to enter into their respective related party debt agreements. It was further agreed that the Company would instead issue prepaid warrants to Horkey and Lazarus at $0.01 with no termination date. The right to receive restricted stock as an incentive for executing various note payables was waived on the note payable issuance date by Frank Horkey and Lazarus Asset Management, LLC. In October, 2024 the Company agreed to replace those rights with prepaid warrants exercisable at $0.01 per share with no expiration date.
Additionally, various shareholders advanced funds for operating expenses. These amounts are reported on the balance sheet as “Due to related party -advances” on December 31, 2024, and June 30, 2024, in amount of $
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NOTE 10. COMMITMENTS AND CONTINGENCIES
Legal contingencies
From time to time, the Company may be a defendant in pending or threatened legal proceedings arising in the normal course of business. Management is not aware of any pending, threatened or asserted claims.
On July 1, 2024, the Company entered into a Non-Binding Letter of Intent to acquire an established co-location facility in Orofino, Idaho for the purpose of consolidating its mining operations and to expand into the co-location hosting market. There are no assurances that the Company will complete this purchase agreement or that it will be successful in consolidating operations to include the co-hosting business model. In anticipation of completing the acquisition of the Orofino, Idaho facility, the Company applied for lease financing in September 2024.
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. As part of this contract, the Company deposited approximately $
See other commitments and contingencies under “NOTE 8. RELATED PARTY TRANSACTIONS”, “NOTE 10. NOTES PAYABLE” and NOTE 13. SUBSEQUENT EVENTS”.
NOTE 11. NOTES PAYABLE
Substantially all assets of the Company are pledged as collateral for the following notes payable.
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 $
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On September 29, 2023, the Company issued a private investor a $
On March 12, 2024, the Company issued to a private investor a $
.
On May 23, 2024, the Company issued to a private investor a $
.
On July 1, 2024, the Company issued to a private investor a $
On July 1, 2024, the Company issued to a private investor a $
On July 17, 2024, the Company issued to a private investor a $
See due to Note 8 “Related Parties Transactions” for additional senior secured convertible promissory notes issuances.
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NOTE 12 – COMMON STOCK
Frank. Horkey received
On July 1, 2022, Michael Christiansen received
On July 1, 2022 Squadron Marketing LLC received
On July 1, 2022 Lazarus Asset Management LLC received
On July 1, 2022, John Bennet received
On July 1, 2022, James Marshall III received
On April 20, 2023, Shawn Perez Esq. 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
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NOTE 13 – 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 October 2, 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 $
See due to related parties and notes payable section in Note 8 and in Note 10 for additional information on convertible promissory notes issued with warrants on March 24, 2023, May 15, 2023, July 1, 2023, September 2023, October 2, 2023, April 1, 2024, and July 1, 2024.
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 each 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 each issued a class C warrant to purchase
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
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On July 1, 2024, Antonio Oliveira’ was issued a Class C warrant to purchase
On July 1, 2024, Matthew Cohen was issued warrant to purchase
twenty thousand eight hundred thirty-three (20,833) shares vest quarterly the fiscal year ended June 30, 2025;
Mr. Cohen resigned effective December 31, 2024, and therefore vested only two quarters of his stock and warrants; the adjustments necessary to record his resignation will be done on January 1, 2025.
Certain of the shares and warrants noted above were issued to Board Members, Advisory Board Members and Consultants for services to be rendered for periods subsequent to December 31, 2024. Amounts related to shares issued as compensation for services not yet performed are treated as prepaid consulting (current and non-current). The amounts will be recognized in subsequent periods as they are earned according to the Agreements.
The following is the outstanding warrant activity:
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These warrants were valued using a Black Scholes calculation applying the following factors: a stock price of $
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Private Placement Transactions
The Securities Purchase Agreements
On July 22, 2022, we entered into a Securities Purchase Agreement with one private investor who is not a Selling Stockholder (defined above) to whom the Company sold $
No shares were issued in the period ended December 31, 2024.
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.
Pursuant to the Registration Rights Agreements, the Company 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.
NOTE 14 – SUBSEQUENT EVENTS
The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that the following subsequent event needed to be disclosed.
One February 3, 2025, Frank Horkey, the Company’s President/Chief Financial Officer advanced the Company $
On October 5, 2024, a private investor purchased
On October 11, 2024, a private investor purchased
On October 15, 2024, a private investor purchased
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Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation.
T-Rex Acquisition Corp is hereinafter referred to as “we”, “our”, or “us”.
FORWARD-LOOKING STATEMENTS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
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RESULTS OF OPERATION
Quarter Ended December 31, 2024, Compared to Quarter Ended December 31, 2023
Revenue for the Quarter ended December 31, 2024, was $ 0 compared to $2,912 for the quarter ended December 31, 2023, a decrease of $2,912 or 100%. The decrease in revenues is primarily attributable to a consolidation of our mining operation at a co-location facility that we will own. Accordingly, mining activity was halted while operational changes were made.
Our net loss for the quarter ended December 31, 2024, was $417,427 compared to a net loss of $224,192 during the quarter ended December 31, 2023. The $193,235 increase in the net loss is primarily attributable to a change in fair market value of our derivatives, electricity and professional services.
During the three months ended December 31, 2024, we incurred operating expenses of $320,188 compared to $215,282 for the same period in 2023. This increase in expenses was mainly due to increase in electricity and professional expenses.
During the quarter ended December 31, 2024, we incurred interest expenses of $11,865 compared to $4,879 incurred during the quarter ended December 31, 2023.
LIQUIDITY AND CAPITAL RESOURCES
Quarter Ended December 31, 2024
As of December 31, 2024, our current assets were $224,165 and our current liabilities were $1,575,951 which resulted in a working capital deficit of $1,351,786.
Cash Flows from Operating Activities
For the six months ended December 31, 2024, net cash flows used in operating activities was $481,329 compared to $305,430 for the same period in 2023.
Cash Flows from Investing Activities
For the six months ended December 31, 2024, and 2023, cash used by investing activities was $0.
Cash Flows from Financing Activities
For the six months ended December 31, 2024, net cash flows provided by financing activities were $481,437 compared to $282,723 for the same period in 2023.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our proceeds from the sales of stock and generation of revenues from acquisitions. Our working capital requirements are expected to increase in line with the growth of our business.
Our principal demands for liquidity are to increase business operations and for general corporate purposes. We intend to meet our liquidity requirements, including capital expenditures related to future business operations, and the expansion of our business, through cash flow provided by funds raised through proceeds from the issuance of debt or equity.
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MATERIAL COMMITMENTS
The Company, through its wholly owned subsidiary Raptor Mining, previously had contracts with two co-location cryptocurrency mining facilities. These facilities provided the Company with electricity and maintenance of our Crypto miner hardware. Since the period ended June 30, 2024, the Company has planned to consolidate its mining operations to one facility.
Convertible Debentures
See due to related parties and notes payable section in Note 9 and Note 11. for additional information on convertible promissory notes issued on March 24, 2023, May 15, 2023, July 1, 2023, September 25, 2023, October 2, 2023, March 12, 2024, April 1, 2024, July 1, 2024, and October 1, 2024.
PURCHASE OF SIGNIFICANT EQUIPMENT
In anticipation of completing the acquisition of the Orofino ID facility, the Company has applied for lease financing for the purpose of securing 275 latest generation ASIC 270 terrahache miners over the next sixty days. Pricing for ASIC miners is generally directly related to the price of bitcoin; as of the date of this filing, these particular ASIC miners cost between $8,500 and $9,000 per ASIC miner. Our planned lease of these miners is subject to our financial ability to do so and/or to obtain debt financing to pay for the ASIC miners.
CRITICAL ACCOUNTING POLICIES
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
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GOING CONCERN
As reflected in the accompanying financial statements, the Company incurred a net loss of $729,242 during the six months ended December 31, 2024, and had accumulated deficit of $7,753,040, and a working capital deficit of $1,351,786 as of December 31, 2024. While the Company is attempting to generate greater revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect and there is a substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues and raise capital.
RECENTLY ISSUED ACCOUNTING STANDARDS
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Under ASU No. 2023-08, effective December 15, 2024, with early adoption permitted, companies are required to mark bitcoin and similar digital assets to market at each reporting period. This guidance ensures the bitcoin holdings are recorded at fair market value, reflecting any unrealized gains or losses at the end of each period. The Company adopted this new accounting standard early, as of the quarter ending June 30, 2024, to enhance the transparency of its financial reporting. This adoption aligns with evolving regulatory practices surrounding digital assets and provides stakeholders with timely and relevant information on asset valuation.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosure about Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 4. Controls and Procedures.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the periods covered by this report, our chief executive officer/chief financial officer concluded that our disclosure controls and procedures were not effective.
MANAGEMENT’S QUARTERLY REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our Chief Executive Officer/Chief Financial Officer is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
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| · | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; |
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| · | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and, |
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| · | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our Chief Executive Officer/Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the 1992 Committee of Sponsoring Organizations of the Treadway Commission (“2013 COSO”) in Internal Control — Integrated Framework.
Based on our assessment, our Chief Executive Officer/Chief Financial Officer believes that, as of December 31, 2024, our internal control over financial reporting is not effective based on those criteria, due to the following:
| · | Deficiencies in Segregation of Duties. Lack of proper segregation of functions, duties, and responsibilities with respect to our cash and control over the disbursements related thereto due to our very limited staff, including our accounting personnel. Deficiencies in the staffing of our financial accounting department. The number of qualified accounting personnel with experience in public company SEC reporting and GAAP is limited. This weakness does not enable us to maintain adequate controls over our financial accounting and reporting processes regarding the accounting for non-routine and non-systematic transactions. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, by this shortage of qualified resources. |
In light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the periods covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.
This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only Management’s Report in this report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no significant changes in our internal control over financial reporting during the six months ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is presently not involved in any legal proceedings which in the opinion of management are likely to have a material adverse effect on the Company’s consolidated financial position or results of operations.
Item 1A. Risk Factors.
There have been no material changes in the Company’s risk factors from those previously disclosed in our Restated Annual Report on Form 10-K for the year ended June 30, 2024.
Item 2. Unregistered Sales of Equity Securities.
On July 1, 2023, the Company issued Frank Horkey (“Horkey”) a $75,000 Senior Secured Convertible Promissory Note as partial settlement for management compensation owed. The note bears interest at a rate of 10% per annum and is convertible to the Company’s common stock at a rate of $0.50 per share. As further inducement, the Company agreed to issue Horkey 75,000 restricted common stock shares and issued a warrant to purchase 150,000 shares of its restricted common stock at a price of $0.75 per share, any time prior to July 1, 2026, the warrant expiration date. On January 1, 2024, the note principal owed was $75,000 and accrued interest owed was $3,750. On this date the note was cancelled and replaced with a new Senior Secured Convertible Promissory Note, which was issued with a principal balance of $78,750, an interest rate of 10% per annum, a conversion rate of $0.50 per share and a maturity date of June 30, 2024. Under the new note the Company agreed to issue 78,750 shares of the Company’s common stock and issued a warrant to purchase 157,500 shares of the Company’s common stock at $0.75 per share, any time prior to January 1, 2027, the warrant expiration date. No shares were issued or warrants exercised as of December 31, 2024.
On July 1, 2023, the Company issued Lazarus Asset Management LLC (“Lazarus”) a $75,000 Senior Secured Convertible Promissory Note as partial settlement for management compensation owed. The note bears interest at a rate of 10% per annum and is convertible to the Company’s common stock at a rate of $0.50 per share. As further inducement, the Company agreed to issue Lazarus 75,000 shares of its restricted common stock and issued a warrant to purchase 150,000 shares of its restricted common stock at a price of $0.75 per share, any time prior to July 1, 2026, the warrant expiration date. On January 1, 2024, the note principal owed was $75,000 and accrued interest owed was $3,750, at which time the note was cancelled and a new Senior Secured Convertible Promissory Note was issued in its place, with a principal balance of $78,750, an interest rate of 10% per annum and a conversion rate of $.50 per share. Under the new note the Company agreed to issue 78,750 shares of the Company’s common stock and issued a warrant to purchase 157,500 shares of the Company’s common stock at $.75 per share, any time prior to January 1, 2027, the warrant expiration date. The principal and interest owed on June 30, 2024, was $82,688. Lazarus assigned $36,624 and $5,000 of the principal to two other stockholders. The note payable balance was canceled on July 1, 2024, and a new Senior Secured Convertible Promissory Note was issued with a principal of $41,064, interest rate of 10% per annum, conversion rate of $.50 per share and maturity date of June 30, 2024. As further inducement to settle amounts owed as compensation, the Company agreed to issue 41,064 restricted shares of its common stock and a warrant to purchase 82,128 restricted common shares at $0.75 per share at any time prior to July 1, 2027, the warrant expiration date. No shares were issued or warrants exercised under this agreement.
On December 6, 2023, the Company agreed to sell to a private investor 20,000 Units at a price of $0.75 per Unit. Each Unit consists of one share of the Company’s restricted common stock and a warrant to purchase an additional share of the Company’s restricted common stock at a price of $1.50 any time prior to December 6, 2026. The shares from this transaction have not been issued as of the date of this report. On October 2, 2023, the Company issued to a private investor a 180-day Senior Secured Convertible Promissory Note bearing an interest rate of 10% for $25,000, which may be converted at $.50 per share at any time during the period. As further inducement to purchase this Note, the Company agreed with Investor to issue 25,000 restricted common stock shares and a warrant to purchase 50,000 restricted common stock shares exercisable at $.75 per share any time prior to October 2, 2026. The shares from this transaction have not been issued as of the date of this report. On February 9, 2024, the Company issued Sparta Road Ltd. a $50,000 Senior Secured Convertible Promissory Note bearing an interest rate of 5% per annum which is convertible at $0.25 per share. As an incentive to make this loan, Sparta Road Ltd. received 100,000 restricted common stock shares. This Note was issued in exchange for advances made by Lazarus Asset Management LLC to cover certain expenses of the Company. The shares from this transaction have not been issued as of the date of this report.
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On March 12, 2024, the Company issued to a private investor a 180-day Secured Convertible Promissory Note bearing an interest rate of 5% for $10,000, which may be converted at $0.50 per share at any time during the period. As further inducement to purchase this Note, the Company agreed with Investor to issue 20,000 restricted common stock shares. The shares from this transaction have not been issued as of the date of this report. On July 1, 2024, the Company issued to a private investor a 180-day Secured Convertible Promissory Note bearing an interest rate of 10% for $5,000, which may be converted at $0.50 per share at any time during the period. As further inducement to purchase this Note, the Company agreed with Investor to issue 5,000 shares of the Company’s restricted common stock and a warrant to purchase 20,000 restricted common stock shares at any point prior to June 30, 2027. On July 1, 2024, the Company issued to a private investor a 180-day Secured Convertible Promissory Note bearing an interest rate of 10% for $36,624, which may be converted at $0.50 per share at any time during the period. As further inducement to purchase this Note, the Company agreed with Investor to issue 5,000 restricted common stock shares and a warrant to purchase 73,248 restricted common stock shares at any point prior to June 30, 2027.
On July 17, 2024, the Company issued to a private investor a 365-day Secured Convertible Promissory Note bearing an interest rate of 12% for $10,000, which may be converted at $0.50 per share at any time during the period. As further inducement to purchase this Note, the Company agreed with Investor to issue 25,000 restricted common stock shares.
On September 25, 2024, a private investor purchased 150,000 restricted shares of the Company’s common stock for $150,000. In addition, the investor received a warrant to purchase 150,000 shares of the Company’s common stock for a period of three years exercisable at $1.50 per share, prior to September 25, 2027. The shares from this transaction have not been issued as of the date of this report.
On October 5, 2024, a private investor purchased 100,000 restricted common stock shares for $100,000. In addition, the investor received a warrant to purchase 100,000 shares of the Company’s common stock for a period of three years exercisable at $1.50per share, prior to October 5, 2027. The shares from this transaction have not been issued as of the date of this report.
On October 11, 2024, a private investor purchased 100,000 restricted common stock shares for $100,000. In addition, the investor received a warrant to purchase 100,000 shares of the Company’s common stock for a period of three years exercisable at $1.50per share, prior to October 11, 2027. The shares from this transaction have not been issued as of the date of this report.
On October 15, 2024, a private investor purchased 50,000 restricted shares of the Company’s common stock for $50,000. In addition, the investor received a warrant to purchase 50,000 shares of the Company’s common stock for a period of three years exercisable at $1.50per share, prior to October 15, 2027. The shares from this transaction have not been issued as of the date of this report.
Item 3. Defaults upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits.
The exhibit listed on the Exhibit Index (following the signatures section of this quarterly report dated December 31, 2022, on Form 10-Q are included, or incorporated by reference, in this six -months ended December 31, 2024, Report on Form 10-Q.
Exhibit No. |
| Description |
| ||
| ||
| ||
| ||
| ||
101.INS |
| XBRL Instance Document** |
101.SCH |
| XBRL Taxonomy Schema** |
101.CAL |
| XBRL Taxonomy Calculation Link base** |
101.DEF |
| XBRL Taxonomy Definition Linkbase** |
101.LAB |
| XBRL Taxonomy Label Linkbase** |
101.PRE |
| XBRL Taxonomy Presentation Linkbase** |
_____________
* Filed herewith.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| T-REX Acquisition Corp. a Nevada corporation | ||
| |||
February 21, 2024 | By: | /s/ Frank Horkey | |
| Frank Horkey | ||
| Its: | Chief Financial Officer | |
| |||
February 21, 2024 | By: | /s/ Frank Horkey | |
| Frank Horkey | ||
| Its: | President | |
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
February 21, 2024 | By: | /s/ Frank Horkey | |
| Frank Horkey | ||
| Its: | Chief Financial Officer |
| 11 |
EXHIBIT 31.1
I, Frank Horkey, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of T-REX Acquisition Corp; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
|
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of a quarterly 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: February 21, 2024 | By: | /s/ Frank Horkey | |
|
| Name: | Frank Horkey | |
|
| Title: | President |
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 Quarterly report of T-REX Acquisition Corp, a Nevada corporation (the “Company”), on Form 10-Q for the nine months ended September 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), Frank Horkey, President 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: February 21, 2024 | By: | /s/ Frank Horkey | |
|
| Name: | Frank Horkey | |
|
| Title: | President |