Financial Analysis

Note 11 Commitments and contingencies Leases and occupancy The Company does not own or lease real property. The Miami Beach address is a month-to-month mail-handling and meeting-space arrangement. Aggregate cost for that arrangement was $ 100 for the year ended June 30, 2026. The Company has concluded that it has no leases within the scope of ASC 842. Litigation The Company is not a party to any material pending legal proceeding and is not aware of any material threatened litigation. Registration rights Under the April 1, 2026 Investor Rights Agreement, the Company agreed, following a request by HH, to file a registration statement covering the resale of HHs registrable securities and to use reasonable best efforts to cause that registration statement to become effective. The agreement also grants HH piggyback registration rights. As of the date these financial statements were issued, no demand had been made. Indemnification The Companys articles and bylaws provide for indemnification of directors and officers to the fullest extent permitted by the Nevada Revised Statutes. The ThinkEquity advisory agreement described in Note 14, Subsequent events, contains customary indemnification of ThinkEquity and its affiliates. The Company has no t accrued any indemnification liability as of June 30, 2026 or 2025. HIE residual contingency The 33.3% HIE loss-contribution obligation was released under the April 1, 2026 Settlement Agreement described in Note 5, Loan payable due to Eagle, JV …

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Note 7 Debt Existing Hall Note Prior to April 1, 2026 the Company was party to a related-party promissory note payable to Steve Hall that originated in a Debt Consolidation Agreement effective April 1, 2024 (the Existing Hall Note). The Existing Hall Note bore interest at 12 % per annum and matured on December 31, 2025 . As of June 30, 2025 the Existing Hall Note had a principal balance of $ 2,219,895 and accrued interest of $ 311,550 . During the year ended June 30, 2026, before the April 1 exchange, the Company received funding from Mr. Hall totaling $ 125,831 . Of that amount, $ 98,368 was advanced under the Existing Hall Note, consisting of $ 20,000 of cash advances and $ 78,368 of Company expenses and payables paid directly by Mr. Hall. The remaining $ 27,463 was received in cash between January 1, 2026 and February 19, 2026, after the maturity of the Existing Hall Note, and was recorded in accounts payable and accrued liabilities related party rather than as an advance under the note. The Company recognized related-party interest expense of $ 206,540 on the Existing Hall Note during the year. On the December 31, 2025 maturity date the outstanding balance of the Existing Hall Note was $ 2,767,756 , comprising principal of $ 2,318,263 and accrued interest of $ 449,493 . The note remained outstanding after maturity until it was exchanged on April 1, 2026. Accrued interest of $ 68,595 that arose after December 31, 2025 was forfeited by Mr. Hall and credited to additional pa …

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Note 10 Fair value measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the three-level fair value hierarchy described in Note 2, Summary of significant accounting policies, which gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The level in the hierarchy is determined by the lowest-level input that is significant to the measurement as a whole. See Note 2, Summary of significant accounting policies. The Company had no assets or liabilities measured at fair value on a recurring basis as of June 30, 2026 or June 30, 2025. Accordingly, no recurring fair value hierarchy table and no reconciliation of recurring Level 3 measurements is presented for either period. One liability, the Convertible Promissory Note, was measured at fair value on a nonrecurring basis during the year ended June 30, 2026. There were no nonrecurring fair value measurements during the year ended June 30, 2025. The Company recognizes transfers between levels of the fair value hierarchy as of the beginning of the reporting period in which the transfer occurs. There were no transfers between Level 1, Level 2 and Level 3 during the years ended June 30, 2026 and 2025. Nonrecurring fair value measurement Convertible promissory note On …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Note 12 Income taxes The Company did no t recognize a provision (benefit) for income taxes for the years ended June 30, 2026 and 2025. As of June 30, 2026 and 2025, the Company had net deferred tax assets principally arising from the net operating loss carryforward for income tax purposes multiplied by an expected federal rate of 21 %. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax assets, a valuation allowance equal to the net deferred tax assets was recorded as of June 30, 2026 and 2025. A reconciliation of the federal statutory income tax rate and amount to the Companys effective income tax rate and income tax provision for the years ended June 30, 2026 and 2025 is presented below. The reconciliation is presented in both percentages and dollar amounts in accordance with ASC 740-10-50-12 as amended by ASU 2023-09: Schedule of effective income tax rate and income tax provision June 30, 2026 June 30, 2025 Amount Rate Amount Rate Federal statutory income tax rate and amount $ (120,308 ) 21 .0% $ (109,899 ) 21 .0% State and local income taxes, net of federal benefit (7,959 ) 1.4 % % Permanent differences 3,440 (0.6) % % Reduction in tax attributes related to debt modification 466,089 (81.4) % % Change in valuation allowance (341,262 ) 59.6 % 109,899 (21.0) % Effective income tax rate and provision $ % $ % The Company paid no federal, state, local or foreign income taxes during either of …

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Note 5 Loan payable due to Eagle JV partner On July 17, 2020, the Company entered into a membership agreement with Eagle Equities LLC (Eagle) and Ikon Supplies to form HIE, LLC (HIE) for the purpose of procuring and selling personal protective equipment. The Company issued convertible promissory notes to Eagle to secure an origination loan and any additional contribution. In the event of a loss of capital, each party was obligated to contribute 33.3% of the loss. HIE has had no operating activities since July 2021. The carrying amount of the Companys investment in HIE was $0 as of June 30, 2025 and immediately prior to the settlement described below. The loan payable to Eagle (the Eagle Debt) was $ 442,251 as of June 30, 2025 and was unchanged from fiscal 2021 until the settlement date. On March 27, 2026, the Company and Eagle entered into a Settlement Agreement and Release (the Settlement Agreement), which became effective upon delivery of an executed copy to counsel for the Company on April 1, 2026. Under the Settlement Agreement, the Company paid Eagle $ 44,000 in cash and issued 500,000 shares of common stock with a fair value of $ 22,500 , measured using the $0.045 closing price of the Companys common stock on the measurement date, in full satisfaction of the $ 442,251 Eagle Debt and in exchange for a mutual general release, including release of the Companys membership interest in HIE and of the 33.3% loss-contribution obligation. The Eagle Debt balance was $ 0 as of Jun …

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"Recently issued accounting pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses regularly provided to the chief operating decision maker, an amount for other segment items, and the measure of segment profit or loss used by the chief operating decision maker, including for entities with a single reportable segment. The Company adopted ASU 2023-07 for the year ended June 30, 2025. Adoption did not have a material effect on the Companys financial position or results of operations, and the expanded disclosures required by the standard are included under Segments above. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregation of the effective tax rate reconciliation into specified categories presented in both percentages and dollar amounts, and disaggregation of income taxes paid by federal, state and foreign jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and was therefore adopted by the Company effective July 1, 2025 on a prospective basis. Because the Company records a full valuation allowance against its deferred tax assets and paid no income taxes in either period, the adoption did not have a material effect on the Companys financial position or results of operations. The expanded disclosures required by …

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Note 8 Related party transactions The Company follows ASC 850, Related Party Disclosures , in identifying related parties and disclosing related party transactions. For the fiscal years ended June 30, 2026 and 2025, the Companys related parties consisted of Steve Hall, a holder of more than 10% of the Companys outstanding common stock during the periods in which the transactions described below were entered into; HH, the Companys controlling stockholder which became a related party on April 1, 2026 by virtue of its beneficial ownership of approximately 68 % of the common stock under Rule 13d-3(d)(1)(i) from the moment the Convertible Note was issued (immediately convertible), its right under the Investor Rights Agreement to designate four of the Companys five directors and the appointment of two of its members as executive officers, and which obtained a controlling financial interest on June 11, 2026; MCIMAC, LLC, the manager of HH, of which Martin Sumichrast, the Chairman of the Board, is the manager and which, together with David Wachsman, the Companys President, and Q. Byron Hamlett, the Companys Chief Financial Officer, holds membership interests in HH; the Companys current and former executive officers and directors; and, Rift Cyber LLC, an equity-method investee over which the Company exercises significant influence. All related party transactions are recorded at the amounts agreed between the parties, which may not be the terms that would have been obtained from unrela …

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Note 9 Stockholders equity Authorized capital As of June 30, 2026, the Company was authorized to issue 400,000,000 shares of common stock, $ 0.0001 par value, and 50,000,000 shares of preferred stock, $ 0.0001 par value. Issued and outstanding common shares were 266,052,926 and 8,706,772 as of June 30, 2026 and 2025, respectively. No preferred stock was outstanding as of either date. On June 17, 2026, the majority stockholder approved an increase in authorized capital to 10,000,000,000 shares of common stock and 50,000,000 shares of preferred stock, a classified board and a reverse stock split in a ratio of not less than 1-for-2 nor greater than 1-for-20, to be effected at the Boards discretion at any time prior to June 17, 2027. The increase in authorized common stock became effective on August 20, 2026. Common stock 2026 stock issuances The 500,000 shares of common stock, with a value of $ 50,000 , previously classified as common stock to be issued, were issued on October 1, 2025 to Jo & Fyse UG (an entity controlled by Christian Schjolberg) and Peter Herzog ( 250,000 shares each) as consideration for the Rift IP Assignment. The Company issued 600,000 shares of common stock, valued at $ 60,000 , to former Chief Financial Officer Christopher Mulgrew; and issued 500,000 shares of common stock, valued at $ 50,000 , to former Chief Executive Officer Corby Marshall, who resigned on April 1, 2026, to settle accounts payable, respectively. All shares were recorded as shares to …

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Note 14 Subsequent events The Company evaluated subsequent events through September 11, 2026, the date financial statements were issued. ThinkEquity advisory warrants July 20, 2026 Subsequent to June 30, 2026, the Company issued warrants to purchase 14,000,000 shares of common stock in connection with an advisory and subscription arrangement. The warrants did not affect the Companys fiscal 2026 financial statements. The Company is completing its assessment of the applicable accounting model, grant date, grant-date fair value, allocation of consideration between financing and services, vesting conditions and the period over which any compensation cost will be recognized. On July 20, 2026, the Company entered into an Advisory Agreement with ThinkEquity LLC under which ThinkEquity will provide advisory services related to M&A and capital-markets strategies. As partial consideration under the advisory agreement, the Company issued warrants to purchase an aggregate of 14,000,000 shares of common stock for a purchase price of $0.01 per warrant, or $140,000 in cash, pursuant to executed Subscription Agreements dated July 20, 2026 with ThinkEquity LLC and fifteen designees. Each warrant has an exercise price of $0.01 per share, is exercisable from issuance through December 31, 2026, includes a cashless-exercise provision, and contains customary anti-dilution provisions for stock dividends, splits and recapitalizations consistent with FINRA Rule 5110. The warrants were issued, and …

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Note 6 Commitments and Contingencies On December 1, 2023, the Company entered into a consulting agreement with Corby Marshall, the Companys President, Secretary, Chief Executive Officer and Chairman of the Board of Director, to restructure the compensation received by Mr. Marshall from the Company (the Marshall Consulting Agreement). Pursuant to the terms of the Marshall Consulting Agreement, Mr. Marshall shall receive a flat fee of $500.00 monthly for his services rendered to the Company starting from December 1, 2023, and thereafter. The agreement is terminated in fiscal year 2026, and Mr. Marshall received no compensation between July 1 and September 30, 2025 . On July 17, 2020, the Company entered into a Membership Agreement (See Investment in HIE LLC in Item 1. Description of Business). Under the terms and conditions of the Membership Agreement, in the event of a loss of capital for HIE, the Company shall contribute to repay 33.3% of the Origination Loan and Additional Contribution and of any losses of HIE. HIE did not have operating activities during the fiscal year of 2025 and 2024, respectively. …

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Management has considered all recent accounting pronouncements issued and their potential effect on our financial statements. Segment Reporting (ASU 2023-07) In November 2023, the FASB issued Segment Reporting - ASU 2023-07 (Topic 280): Improvements to Reportable Segment Disclosures. FASB ASC Topic 280, Segment Reporting, requires the use of a management approach model for segment reporting. ASU 2023-07 will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. Reportable segments are based on products and services, geographic location, legal structure, management structure, or any other way management breaks down the company. The Company has adopted Segment Reporting - ASU 2023-07 effective January 1, 2024. Since the Company has no activity and no long-lived assets and management are located primarily in the United States. Management has determined that the Company operates and manages the business as one reportable segment and one operating segment. …

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Note 5 Stockholders Equity Stock Options Transactions in stock options for the three months ended September 30, 2025 are as follows: Number of options Weighted average exercise price Weighted average remaining life (in years) Outstanding, June 30, 2025 322,600 $ 0.98 1.81 Granted - - - Cancelled - - - Exercised - - - Exercisable, September 30, 2025 322,600 0.98 1.56 During the three months ended September 30, 2025, the Company had not granted any stock options. And all stock options were vested at the fiscal year end June 30, 2023. At September 30, 2025, the intrinsic value of the outstanding options was $0. Stock to be Issued On September 30, 2025, the Companys board of directors granted current Chief Executive Officer, Corby Marshall 500,000 shares of the Companys common stock to settle outstanding accounts payable, amounting to $50,000. As of the date of this report, these shares have not yet been issued. On September 30, 2025, the Companys board of directors granted former Chief Financial Officer, Chris Mulgrew 600,000 shares of the Companys common stock to settle outstanding accounts payable, amounting to $60,000. As of the date of this report, these shares have not yet been issued. A total of 500,000 shares of common stock valued at $50,000 are to be issued to Christian Schjolberg, and Peter Herzogand as consideration for intellectual property assigned by them to Rift Cyber LLC . As of the date of this report, these shares have not yet been issued (see note 7). …

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Note 8 Subsequent Events Management has evaluated subsequent events through the date of these financial statements were available to be issued. Based on our evaluation, we believe there are no events that requiring disclosure. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing