10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT DATED MARCH 31, 2023 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the nine months ended March 31, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 333-266766

T-REX Acquisition Corp.

(Exact name of registrant as specified in its charter)

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

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

(954) 742-3001

(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. ☒ Yes ☐ No

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). ☒ Yes ☐ No

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	☐
Non-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). Yes ☐ No ☒

As of May 25, 2023, there were 18,223,952 shares of the Registrant’s $0.0001 par value common stock issued and outstanding.

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

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7
ITEM 4.	CONTROLS AND PROCEDURES	7
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	9
ITEM 1A.	RISK FACTORS	9
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	9
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	9
ITEM 4.	MINE SAFETY DISCLOSURES	9
ITEM 5.	OTHER INFORMATION	9
ITEM 6.	EXHIBITS	10

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

T-REX ACQUISITION CORP.

March 31, 2023

Consolidated Balance Sheets	F-1
Consolidated Statements of Operations	F-2
Consolidated Statements of Stockholders’ Equity (Deficit)	F-3
Consolidated Statements of Cash Flows	F-4
Notes to the Consolidated Financial Statements	F-5

3

TREX ACQUISITION CORP.
CONSOLIDATED BALANCE SHEETS
ASSETS	March 31, 2023			June 30, 2022
CURRENT ASSETS:	(Unaudited)
Cash	$	-		$	104
Prepaid consulting		104,500			47,834
TOTAL CURRENT ASSETS		104,500			47,938
Plant and equipment		454,254			421,633
Crypto currency held		-			9,211
Prepaid consulting		228,320			408,804
Facility deposit		-			10,570
TOTAL ASSETS	$	787,074		$	898,156
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Bank overdraft	$	10		$	0
Accounts payable and accrued expenses		71,502			18,954
Due to related party		326,100			120,000
TOTAL CURRENT LIABILITIES		397,612			138,954
TOTAL LIABILITIES		397,612			138,954
Commitments and contingencies		-			-
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 0.0001 par value, authorized 350,000,000 shares and 18,223,952 and 19,573,952 issued and outstanding as of March 31, 2023, and June 30, 2022, respectively		1,821			1,957
Additional paid in capital		5,813,782			4,918,002
Accumulated deficit		(5,426,142	)		(4,160,757	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		389,462			759,202
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	787,074		$	898,156

The accompanying footnotes are an integral part of these consolidated financial statements.

F-1

TREX ACQUISITION CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
for the three and nine months ended March 31, (Unaudited)
	Three months ended						Nine months ended
	2023			2022			2023			2022
REVENUE	$	19,944		$	26,305		$	57,731		$	26,305
Cost of goods sold		34,899			39,654			117,584			39,654
Gross Profit		(14,955	)		(13,349	)		(59,853	)		(13,349	)
EXPENSES
Transfer agent and filing fees		13,032			637			17,835			4,433
Professional fees		14,002			41,000			63,686			113,330
Management and consulting fees		58,500			30,000			317,500			90,000
Share based compensation		112,500			-			747,857			770,850
Administration fees		45,634			8,326			58,654			15,212
TOTAL EXPENSES		243,668			79,963			1,205,532			993,825
Loss from operations		(258,623	)		(93,312	)		(1,265,385	)		(1,007,174	)
LOSS BEFORE TAXES		(258,623	)		(93,312	)		(1,265,385	)		(1,007,174	)
Provision for Income Taxes		-			-			-			-
NET LOSS	$	(258,623	)	$	(93,312	)	$	(1,265,385	)	$	(1,007,174	)
NET LOSS PER COMMON SHARE - BASIC & DILUTED	$	(0.01	)	$	(0.01	)	$	(0.06	)	$	(0.06	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC & DILUTED		18,906,544			16,169,106			19,495,849			15,851,171

The accompanying footnotes are an integral part of these consolidated financial statements.

F-2

TREX ACQUISITION CORP.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
as of March 31, 2023 (Unaudited)
	Common Stock						Additional Paid in		Shares to be			Accumulated
	Shares			Amount			Capital		issued			Deficit			TOTAL
Balance June 30, 2021		14,669,106			1,467			2,818,968		-			(2,866,559	)		(46,124	)
Shares issued for related party debt conversion		1,500,000			150			44,850		-						45,000
Share based expense for warrants issued					-			770,850								770,850
Shares issued for subscriptions		747,837			75			560,800		-						560,875
Shares issued for services		1,475,000			148			604,601								604,749
Shares issued for debt conversion		1,182,009			118			117,932		-						118,050
																-
Net Loss		-			-			-		-			(1,294,198	)		(1,294,198	)
Balance June 30, 2022		19,573,952		$	1,958		$	4,918,001	$	-		$	(4,160,757	)	$	759,202
Shares issued for cash		266,666			27			199,973		-						200,000
Share based expense for warrants issued					-			483,145								483,145
Adjustment for par value					-			-
					-											-
Net Loss		-			-			-		-			(823,949	)		(823,949	)
Balance September 30, 2022		19,840,618			1,984		$	5,601,119	$	-		$	(4,984,706	)	$	618,398
Shares issued for cash		-			-			-		100,000						100,000
					-											-
Net Loss		-			-			-		-			(182,813	)		(182,813	)
Balance December 31, 2022		19,840,618			1,985		$	5,601,120	$	100,000		$	(5,167,519	)	$	535,585
Shares surrendered		(1,900,000	)		(190	)		190								-
Shares issued for services		150,000			15			112,485		-						112,500
Shares issued for cash		133,334			12			99,988		(100,000	)					-
Net Loss		-			-			-		-			(258,623	)		(258,623	)
Balance March 31, 2023		18,223,952			1,821		$	5,813,782	$	-		$	(5,426,142	)	$	389,462

The accompanying footnotes are an integral part of these consolidated financial statements.

F-3

TREX ACQUISITION CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
for the nine months ended March 31, (Unaudited)
	2023			2022
OPERATING ACTIVITIES
Net income (loss)	$	(1,265,385	)	$	(1,007,174	)
Share based expense		595,645			770,850
Depreciation		55,379			7,956
Change in crypto currency held		9,211			(26,305	)
Change in facility deposit		10,570			(10,570	)
Change in prepaid expense		123,818			(148,049	)
Change Accounts Payable and Accrued Expenses		52,548			21,848
Net Cash Used by Operating Activities		(418,214	)		(95,346	)
INVESTING ACTIVITIES:
Purchase of Equipment		(88,000	)		(445,500	)
Net cash used by investing activities		(88,000	)		(445,500	)
FINANCING ACTIVITIES:
Proceeds from related party		206,100			-
Proceeds from subscriptions receivable		300,000			560,875
Net cash provided by financing activities		506,100			560,875
NET INCREASE (DECREASE) IN CASH		(114	)		20,029
CASH AT BEGINNING OF PERIOD		104			-
CASH AT END OF PERIOD	$	(10	)	$	20,029
Supplemental Cashflow Information
Interest Paid	$	-		$	-
Taxes Paid	$	-		$	-
Supplemental Non-Cash Information
Share based compensation and warrants vested	$	483,145		$	150,850
Share based compensation and shares vested	$	264,712		$	620,000

The accompanying footnotes are an integral part of these consolidated financial statements.

F-4

T-REX ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS 

T-REX Acquisition Corp. (The “Company”) was formed on January 16, 2008, in the state of Nevada under the name Plethora Resources, Inc. as a development stage enterprise. The Company was originally organized to engage in the business of consulting to oil and gas exploration companies interested in obtaining exploration and production licenses at auction for oil and gas properties in Russia. The Company later changed its name to Sync2 Networks Corp when the Company began to engage in software-related services. On March 20, 2014, the Company changed its name to T-REX Acquisition Corp. after the Company business operations under the Sync2 Networks branding had ceased. On June 21, 2021, the Company decided to pivot from seeking an acquisition candidate to operating a cryptocurrency mining business. On February 17, 2022, the Company began mining bitcoin at Ace Host, a Tampa, Florida located data center. On August 5, 2022, the Company changed its name to “T-REX Acquisition Corp.” 

As of March 31, 2023, the Company is a holding company with the following subsidiaries: Raptor Mining LLC, a Florida limited liability company (“Raptor Mining”); and TRXA Merger Sub, Inc., an inactive Delaware corporation (“Merger Sub”) and Megalodon Mining and Electric, LLC, a Florida limited liability company (“Megalodon”), which is also a dormant entity.  

2020 TRXA Merger Sub Inc.  

On March 13, 2020, the Company incorporated the Merger Sub to facilitate the acquisition of a pre-revenue Software-as-a-Service internet platform business. The Company’s sole Officer and Director currently serves as the sole officer and director of the Merger Sub. As of the date of this filing, neither the Company nor the Merger Sub have entered into a definitive agreement or non-binding letter of intent to acquire a company and Merger Sub is an inactive subsidiary of the Company. 

2021 Raptor Mining LLC and 2022 Megalodon Mining and Electric LLC 

                 On July 9, 2021, the Company formed Raptor Mining to pursue the Company’s new business operating strategy to engage in cryptocurrency mining, which is used to secure decentralized network protocols and decentralized distributed ledgers. On July 1, 2022, 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 consideration. Prior to the Company’s fiscal year end, the Company intends to acquire all of the assets of yet to be disclosed competitor in the crypto mining and co-location industry. The asset purchase shall include all crypto mining equipment, established co-location customers / business, intellectual property, and its physical co-location facility. The Purchase price is agreed to be $885,000 closing in two tranches, the first on or before May 30, 2023, and the second within 180 days from the initial Closing.

These unaudited interim consolidated financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s fiscal year end June 30, 2022, and June 30, 2021, respectively. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and nine months ended March 31, 2023, are not necessarily indicative of results for the entire year ending June 30, 2023.

F-5

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Actual results could differ from those estimates.

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. Once the allowance has been determined the offset is booked to bad debt expense and subsequently if the account is deemed to be a bad debt, it is written off the allowance for doubtful accounts.

Principles of Consolidation

As of March 31, 2023, the accounts include those of the Company and its 100% owned subsidiaries, Merger Sub, Raptor Mining and Megalodon Mining and Electric. These entities are inactive and without balances. As a result, there were no intercompany transactions or balances to be eliminated.

As of January 5, 2023, the Company has commenced researching the acquisition of land to begin offering co-location services to other cryptocurrency miner owners.

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.

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:

F-6

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements as of March 31, 2023.

The assets and liabilities recorded on the balance sheet approximate their fair value.

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 (after taking into account their respective estimated residual values) over the assets estimated useful life of seven (7) years. Upon sale or retirement of equipment, 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. The equipment value is based on the cost and the potential impairment is reviewed periodically and as of June 30, 2022, there was no impairment of any of the mining equipment. The depreciation expense for the three and nine months ended March 31. 2023, was $19,307 and $55,498 respectively. Depreciation expense for the three and nine months ended March 31, 2022, was $7,956 and $7,956 respectively.

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. From time to time, the Company may be a defendant in pending or threatened legal proceedings arising in the normal course of its business. Management is not aware of any pending, threatened or asserted litigation, petition, or claim.

 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

· Step 2: Identify the performance obligations in the contract

F-7

· Step 3: Determine the transaction price

· Step 4: Allocate the transaction price to the performance obligations in the contract

· 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:

· Variable consideration

· Constraining estimates of variable consideration

· The existence of a significant financing component in the contract

· Noncash consideration

· Consideration payable to a customer

Crypto asset transaction verification is the output generated from the Company's ordinary activities. The consideration the Company receives is a bitcoin reward, which the Company measures fair value on the date received. 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 reward/s earned. The Company uses the quoted price of the bitcoin at closing on the date the coin is mined to value its reward/s.  There is no significant financing component in these transactions. 

Expenses associated with running the digital currency mining business, such as rent, and electricity cost are also recorded as cost of revenue. Depreciation on digital currency mining equipment is recorded as a component of cost of revenue.

Digital currencies - Bitcoin

Bitcoin is included as a non-current, intangible asset in the balance sheets. It is recorded at cost less impairment. If it is determined that more likely than not an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.  The Bitcoin’s cost is accounted for using FIFO cost basis.  Rewards in bitcoin are earned for mining activity.  The reward a bitcoin miner earns changes roughly every four years, or after every 210,000 blocks are mined and gets reduced by half each time; this whole process is called bitcoin halving. The last halving occurred on May 11, 2020, and reduced the reward per block to 6.25 BTC. 

F-8

Income taxes

Federal Income taxes are not currently due since we have had losses since inception.

Income taxes are provided 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 March  31, 2023, we had a net operating loss carry-forward of approximately $1,849,716 and a deferred tax asset of $388,440 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(388,440). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As of March 31, 2023, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

	March 31, 2023			June 30, 2022
Deferred Tax Asset	$	388,440		$	873,759
Valuation Allowance		(388,440	)		(873,759	)
Deferred Tax Asset (net)	$	-		$	-

Due to the changes 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.

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.

There were outstanding warrants that could convert into 3,285,332 shares of common stock as of March 31, 2023. At the end of all interim periods reported in the “Statements of Operation potentially dilutive shares were excluded because the effect would have been anti-dilutive.

Cash flows reporting

The Company adopted 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 flow from operating activities by adjusting net income to reconcile it to net cash flow 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 reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and 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.

F-9

Advertising Costs

The Company expenses the cost of advertising and promotional materials when incurred. Total Advertising costs were zero for all periods.

Par value of common stock

The par value of common stock was previously reported at $0.001 and was adjusted to $0.0001 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 will evaluate subsequent events through the date when the financial statements are 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.

NOTE 3 – GOING CONCERN

As reflected in the accompanying financial statements, the Company incurred a net loss of $1,265,385 during the nine months ended March 31, 2023, and had an accumulated deficit of $5,426,142 and a working capital deficit of $293,112 as of March 31, 2023.

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 substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-10

NOTE 4 – RELATED PARTY TRANSACTIONS

Office space

The Company leases office space from its Chief Executive Officer at a cost of $250 per month. The term of the lease is for 365 days and ends on June 30, 2023. On March 31, 2023, $2,250 of rent expense was accrued and is included in Accounts Payable and Accrued Expenses.

Due to Related Parties

For the year ended June 30, 2022, the Company issued 1,182,009 for the conversion of $118,050 in related party payables. 

As of March 31, 2023, the Company owed $245,900 due to related parties for accumulated management fees.

F-11

NOTE 5 – COMMON STOCK

 On June 25, 2022, Frank Horkey received 350,000 shares for acting in the capacity of President and sole Director since his previous contract expired December 31, 2019. On June 25^, 2022, he received an additional 250,000 shares for his board position vesting as follows: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022; eighty three thousand three hundred thirty three (83,333)  shares for year two to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter; and eighty three thousand three hundred thirty three (83,333)  shares for year three to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter.  

As compensation for acting on the Company’s Board of Directors, on June 25, 2022, Michael Christiansen received 250,000 shares of the Company’s common stock vesting as follows: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022; eighty three thousand three hundred thirty three (83,333)  shares for year two to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter; and eighty three thousand three hundred thirty three (83,333)  shares for year three to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter.

On June 25, 2022, Squadron Marketing LLC received 250,000 shares of the Company common stock for acting on the Company’s Advisory Board for fiscal 2023 vesting as follows: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022; eighty three thousand three hundred thirty three (83,333) shares for year two to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter; and eighty three thousand three hundred thirty three (83,333) shares for year three to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter.

On June 25, 2022, Lazarus Asset Management LLC - received 250,000 shares of the Company common stock for acting on the Company’s Advisory Board for fiscal 2023 vesting as follows: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022; eighty three thousand three hundred thirty three (83,333) shares for year two to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter; and eighty three thousand three hundred thirty three (83,333) shares for year three to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter.

Shares issued that were not vested for unrestricted use resulted in Prepaid consulting expense of $304,426 (current - $76,106; non-current - $228,320) on March 31, 2023, and $456,638 (current - $47,834, non-current - $408,804) on June 30, 2022.

On July 1, 2022, James Marshall III received 75,000 shares of the Company’s common stock for acting as the Company’s technical consultant for fiscal 2023.

F-12

On July 1, 2022, John Bennet was issued 50,000 shares for extending his accounting and consulting contract through fiscal year end 2023.

During the year ended June 30, 2022, the Company issued 1,182,009 for the conversion of $118,050 in related party payables.

During the quarter ending September 30, 2022, the Company has issued 266,666 shares of the Company’s common stock pursuant to private placement transactions described below.

On February 10, 2023, John Bennet received 100,000 shares as inducement and partial payment for assuming the position of the Company’s Chief Financial Officer for the period January 1, 2023, through June 30, 2024.

On February 10, 2023 Shawn Perez received 50,000 shares of the Company’s common stock as partial payment for acting as the Company’s in-house counsel. Beginning January 1, 2023, through June 30, 2024.

On February 16, 2023, 2023 two related party shareholders returned a combined 1,900,000 shares of the Company’s common stock to treasury.

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 we sold $100,000 in aggregate principal amount for 133,333 shares of our common stock and warrants to purchase 133,333 shares of our common stock, with an exercise price of $1.50 per share and exercisable at any time before the close of business on September 8,, 2025. On August 8, 2022, the same private investor purchased another $100,000 in aggregate principal amount for an additional 133,333 shares of our common stock and warrants to purchase 133,333 shares of our common stock, with an exercise price of $1.50 per share and exercisable at any time before the close of business on September 8,, 2025.On November 28, 2022, the same private investor purchased another $100,000 in aggregate principal amount for an additional 133,334 shares of our common stock and warrants to purchase 133,334 shares of our common stock, with an exercise price of $1.50 per share and exercisable at any time before the close of business on November 28, 2025. As of the close of December 31, 2022, these shares were recorded as “shares to be issued” and subsequently issued on February 10, 2023. We closed the transactions noted above in reliance on Securities Purchase Agreement dated November 10, 2021, noted below. We issued the securities contemplated under the Securities Purchase Agreement in reliance upon the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.  Consolidate

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.

F-13

Pursuant to the Registration Rights Agreements, we agreed to file the registration statement(s) no later than the earlier of (a) 180-days after an initial public offering by the Company or (b) twelve (12) months after effective date of the Registration Rights Agreement. Furthermore, we agreed to grant the parties to the Securities Purchase Agreement a “piggy-back” registration right upon at least 10-day notice prior to the Company’s filing of a registration statement (or confidential submission in draft form) with the SEC. As contemplated by the terms of the Registration Rights Agreements, the Company filed a registration statement on Form S-1, as amended, that became effective on September 8, 2022.

Company’s Registration Statement on Form S-1, as amended 

On September 8, 2022, the Company’ registration statement on Form S-1, as amended, concerning the registration of 6,505,267 shares of its common stock, has been declared effective by the Securities and Exchange Commission. The registration statement relates to the possible resale, from time to time, by the selling stockholders of up to an aggregate of 6,530,267 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), including (i) an aggregate of 747,837 shares acquired by those selling stockholders who purchased the Company’s common stock and warrants pursuant to a Securities Purchase Agreement (the “PIPE Investors”), (ii) an aggregate of 747,837 shares issuable upon the exercise in full of warrants (the “PIPE Warrant Shares”), (iii) an aggregate of 2,437,500 shares of the Company’s common stock issuable upon the exercise of warrants held by the remaining Selling Stockholders (the “Non-PIPE Warrant Shares”) (assuming the Warrants are exercised in full without regard to any exercise limitations therein), and (iii) 2,597,093 shares of common stock, including common stock owned by the Company’s long term investors and beneficially owned by certain directors and current executive officers of the Company. 

The Shares will be offered and sold by the selling stockholders at a fixed price of $1.50 per share until our common stock is quoted on OTC Market Group, Inc.’s “OTCQB” or “OTCQX” tiers, and thereafter the Shares may be sold at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. Although the Company has applied for listing on the OTCQB tier, we cannot assure you that our common stock will, in fact, be quoted on the OTCQB tier. The Company will not receive any proceeds from the sale of the Shares by the selling stockholders, although the Company will receive the proceeds from any cash exercise of the Warrants. 

NOTE 6 – WARRANTS

On May 3, 2014, it was resolved that the Company shall offer 250,000 Units at a price of $.80 per unit. Each Unit shall consist of (a) one (1) share of common stock and (b) a combination of series A warrants (which may be exercised within three (3) years) and series B warrants exercised within five (5) years of the consummation of a merger.

On May 14, 2014, the company entered into a subscription agreement for 157,500 units at $.80 per share for a total of $125,000. Each unit consists of one (1) share of common stock and one (1) series A warrant to purchase one share of common stock at $1.25 per share. Each A warrant expires three years from the date of issuance.

On May 14, 2014, the company entered into a subscription agreement for 32,000 units at $.80 per share for a total of $25,000. Each unit consists of one (1) share of common stock and one (1) series A warrant to purchase one share of common stock at $1.25 per share. Each A warrant expires three years from the date of issuance.

F-14

On July 14, 2014, the company entered into a subscription agreement for 62,500 units at $.80 per share for a total of $50,000. Each unit consists of one (1) share of common stock, and two (2) Series A warrants to purchase one (1) share of common stock at $.65 per share and one (1) series B warrant to purchase one (1) share of common stock at $.80. Each series A warrant expires three years from the consummation of a merger and each series B warrant expires 5 years from the consummation of a merger.

The Company may call the B Warrants at such point the quoted market closing price is at least $2.50 for 20 consecutive trading days. In the event the Company calls the Warrants, it shall immediately notify holders of the Warrants of the call. Warrants holders will be granted a period of 45 calendar days to redeem the Warrants by returning the Warrant to the Company accompanied by payment of $.80 per share. The warrants were valued using a Black Scholes calculation.

The inputs for series A used a price $.59, a strike price range of $.65 – $1.25, maturity 3 years, a risk-free interest rate of 3.9% and a beta of 50% estimated and were valued at $.202. The inputs for series B used a price $.59, a strike price of .80, maturity 5 years, a risk-free interest rate of 3.9% and a beta of 50% estimated and were valued at $.232.

As of the filing date of this quarterly report, 189,500 A warrants have expired leaving only 125,000 A Warrants and 62,500 B Warrants remaining effective since the Company has yet to consummate a merger.

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 $560,875 in aggregate principal amount of our common stock (747,837 shares) and C warrants to purchase shares of our common stock (which we refer to as the “PIPE Warrants”), exercisable at any time before the close of business on  September 8, 2025.  The PIPE Warrants are comprised of 747,837 warrants with an exercise price of $1.50 per share. 

Warrants Issued to Management and Consultants

On July 1, 2021, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued a Class C warrant to purchase 250,000 shares of the Company’s common stock for a period of three years at an exercise price of $1.50.

On May 26, 2022, the Company issued to Frank Horkey a Class C warrant to purchase 250,000 shares of the Company’s common stock exercisable at any time before the close of business on September 8, 2025 at an exercise price of $1.50  as part of his executive compensation during the 2022 fiscal year. 

On May 26, 2022, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued Class C warrants to purchase 500,000 shares of the Company’s common stock exercisable at any time before the close of business on September 8, 2025, at an exercise price of $1.50, related to consulting services during fiscal 2022. 

On June 25, 2022, Frank Horkey and Michael Christiansen were each issued 250,000 Class D warrants to purchase 250,000 shares of the Company’s common stock exercisable at any time before the close of business on September 8, 2025, at an exercise price of $1.50 for serving on the Company’s Board of Directors for the upcoming 2023 fiscal year.  

On June 25, 2022, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued Class D warrants to purchase 250,000 shares of the Company’s common stock exercisable at any time before the close of business on September 8, 2025, at an exercise price of $1.50 for serving on the Company’s Advisory Board for the upcoming 2023 fiscal year. 

F-15

Certain of the shares and warrants noted above were cumulative amounts due for prior service.

In addition, certain other of the shares and warrants noted above were issued to Board Members, Advisory Board Members and Consultants for services to be rendered for periods subsequent to June 30, 2022. The amounts related to restricted shares issued to board members and consultants are treated as prepaid consulting until vested at which time service periods would be satisfied.

The following is the outstanding warrant activity:

		Warrants - Common Share Equivalents		Weighted Average Exercise price		Warrants exercisable - Common Share Equivalents		Weighted Average Exercise price		Weighted average life in years
Outstanding June 30, 2020			187,500	$	0.75		187,500	$	0.75		3.67
Additions	Granted		-		-		-		-
Expired	Expired		-	$	-		-		-
	Exercised		-		-		-		-
Outstanding June 30, 2021			187,500	$	0.75		187,500	$	0.75		3.67
Additions	Granted		3,497,833		1.50		1,247,833		1.50		2.92
Expired	Expired		-	$	-		-		-
	Exercised		-		-		-		-
Outstanding June 30, 2022			3,685,333	$	1.47		1,435,333	$	1.47		3.04
Additions	Granted		399,999		1.50		1,849,999		1.50		2.92
Expired	Expired		-	$	-		-		-
	Exercised		-		-		-		-
Outstanding March 31, 2023			4,085,332	$	1.47		3,285,332	$	1.47		3.04

F-16

NOTE 7. DIGITAL CURRENCY - BITCOIN

The Company carries digital currencies at cost using the first in first out method.  Bitcoin activity and balances were as follows:

	Nine Months Ended March 31, 2023		Year Ended June 30, 2022
Beginning balance	$	9,211	$	0
Increase
Revenue recognized from bitcoin mined		57,731		61,906
		66,942		61,906
Decrease
Bitcoin used for operational expenses		66,942		52,695
Ending balance	$	0	$	9,211

NOTE 8 – 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.

F-17

Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation.

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.

In December 2019, a novel strain of coronavirus (COVID-19) was reported in Wuhan, China and has spread throughout the United States and the rest of the world. The World Health Organization has declared the outbreak to constitute a “Public Health Emergency of International Concern.” This contagious disease outbreak, which has not been contained, and is disrupting supply chains and affecting production and sales across a range of industries in United States and other companies as a result of quarantines, facility closures, and travel and logistics restrictions in connection with the outbreak, as well as the worldwide adverse effect to workforces, economies, and financial markets, leading to a global economic downturn. Therefore, the Company expects this matter to negatively impact its operating results. However, the related financial impact and duration cannot be reasonably estimated at this time.

4

RESULTS OF OPERATION

Our revenue for the three months ended March 31, 2023, was $19,944 compared to $26,305 for the same period in 2022.

Our revenue for the nine months ended March 31, 2023, was $57,731compared to $26,305 for the same period in 2022.

Our net loss for the three months ended March 31, 2023, was ($258,623) compared to a net loss of ($93,312) for the same period in 2022.

Our net loss for the nine months ended March 31, 2023, was ($1,265,385) compared to a net loss of ($1,007,174 for the same period in 2022.

During the three months ended March 31, 2023, we incurred operating expenses of $243,668 compared to $79,963 for the same period in 2022.  The increase in expenses was mainly due to shares issued for services in 2023.

During the nine months ended March 31, 2023, we incurred operating expenses of $1,205,532 compared to $993,925 for the same period in 2022.  The increase in expenses was mainly due to shares issued for services in 2023.

During the quarter ended March 31, 2023, we incurred interest expense of $0 compared to $0 incurred during the quarter ended March 31, 2022.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2023, our current assets were $104,500 and our current liabilities were $397,612 which resulted in a working capital deficit of $293,112.

As of March 31, 2023, and 2022, our total liabilities were comprised entirely of current liabilities.

Cash Flows from Operating Activities

For the nine months ended March 31, 2023, net cash flows used in operating activities was ($418,214)(compared to ($95,346)the same period in 2022.

Cash Flows from Investing Activities

For the nine months ended March 31, 2023, net cash flows used in investing activities were $88,000 compared to $445,500 for the same period in 2022.

Cash Flows from Financing Activities

For the nine months ended March 31, 2023, net cash flows from financing activities were $506,100 compared to $560,875 for the same period in 2022.

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.

5

MATERIAL COMMITMENTS

Convertible Debenture

None. 

PURCHASE OF SIGNIFICANT EQUIPMENT

During the next two months, the Company intends to acquire all of the assets of yet to be disclosed competitor in the crypto mining and co-location industry. The asset purchase includes all crypto mining equipment, established co-location customers, and its physical co-location facility. The combined cost if the acquisitions has been agreed to $885,000 closing in two tranches the first half on or before May 30, 2023 and the second within 180 days from the initial Closing Date. During the next twelve months, the Company intends to acquire between fifty (50) and one hundred and fifty (150) ASIC miners per quarter. Although pricing for ASIC miners is generally directly related to the price of bitcoin, ASIC miners as of this Annual Report cost between $1,500 and $3,000 per ASIC miner. 

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.

6

GOING CONCERN 

The independent auditors’ report accompanying our June 30, 2022, and June 30, 2021, financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. We have suffered recurring losses from operations and have a working capital deficit. These factors raise substantial doubt about our ability to continue as a going concern. 

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. 

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

Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal controls over financial reporting as of March 31, 2023. 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:

MANAGEMENT’S QUARTERLY REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal controls over financial reporting as of March 31, 2023. 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:

7

· Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and

· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

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.

As a result, Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal controls over financial reporting as of March 31, 2023.

Based on that assessment, our Chief Executive Officer and Chief Financial Officer believe that, as of March 31, 2023, our internal control over financial reporting is not effective based on those criteria, due to the following:

· Deficiencies in Segregation of Duties. Lack of proper segregation of functions, duties, and responsibilities with respect to our cash and control over the disbursements related thereto due to our very limited staff, including our accounting personnel. Deficiencies in the staffing of our financial accounting department. The number of qualified accounting personnel with experience in public company SEC reporting and GAAP is limited. This weakness does not enable us to maintain adequate controls over our financial accounting and reporting processes regarding the accounting for non-routine and non-systematic transactions. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, by this shortage of qualified resources.

In light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the periods covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no significant changes in our internal control over financial reporting during the three months ended March 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

8

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is presently not involved in any legal proceedings which in the opinion of management are likely to have a material adverse effect on the Company’s consolidated financial position or results of operations.

Item 1A. Risk Factors.

There have been no material changes in the Company’s risk factors from those previously disclosed in our Annual Report on Form 10-K for the year ended June 30, 2022.

Item 2. Unregistered Sales of Equity Securities.

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 we sold $100,000 in aggregate principal amount for 133,334 shares of our common stock and warrants to purchase 133,334 shares of our common stock, with an exercise price of $1.50 per share and exercisable at any time before the close of business on September 8, 2025. On August 8, 2022, the same private investor purchased another $100,000 in aggregate principal amount for an additional 133,334 shares of our common stock and warrants to purchase 133,334 shares of our common stock, with an exercise price of $1.50 per share and exercisable at any time before the close of business on September 8, 2025. Again, on November 28, 2022, the same private investor purchased another $100,000 in aggregate principal amount for an additional 133,334 shares of our common stock and warrants to purchase 133,334 shares of our common stock, with an exercise price of $1.50 per share and exercisable at any time before the close of business on September 8,2025. We closed the transactions noted above in reliance on Securities Purchase Agreement dated November 10, 202, noted below. With the exception of the last 133,334 shares and warrant, we issued the securities contemplated under the Securities Purchase Agreement in reliance upon the exemption from registration pursuant to Section 4(a)(2) of the Securities Act. 

On April 20, 2023, we entered into a Securities Purchase Agreement with one private investor, who is not a Selling Stockholder (defined above), to whom we sold $200,000 in aggregate principal amount for 266,668 shares of our common stock and warrants to purchase 266,668 shares of our common stock with an exercise price of $1.50 per share and exercisable at anytime before the close of business on April 20, 2026.

Item 3. Defaults upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

9

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 these three months ended December 31, 2021, Report on Form 10-Q.

Exhibit No.	Description
3.1	Articles of Incorporation incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on July 25, 2008
3.3	Bylaws, incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on April 18, 2011
31.1	Certification of Principal Executive Officer and Principal Financial Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Schema**
101.CAL	XBRL Taxonomy Calculation Linkbase**
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.

10

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
May 25, 2023	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.

May 25, 2023	By:	/s/ Frank Horkey
		Frank Horkey
	Its:	President

11

EX-31.1

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 registrants most recent fiscal quarter (the registrants 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: May 25, 2023	By:	/s/ Frank Horkey
	Name:	Frank Horkey
	Title:	President

EX-32.1

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 March 31, 2023, as filed with the Securities and Exchange Commission (the “Report”), Frank Horkey, President and Chief Executive Officer of the Company does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 25, 2023	By:	/s/ Frank Horkey
	Name:	Frank Horkey
	Title:	President

XML

Cover - shares	9 Months Ended
	Mar. 31, 2023	May 25, 2023
Cover [Abstract]
Entity Registrant Name	T-REX Acquisition Corp.
Entity Central Index Key	0001437750
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		18,223,952
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-266766
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	26-1754034
Entity Interactive Data Current	Yes
Entity Address Address Line 1	7301 NW 4th Street
Entity Address Address Line 2	Suite 102
Entity Address City Or Town	Plantation
Entity Address State Or Province	FL
Entity Address Postal Zip Code	33317
City Area Code	954
Local Phone Number	742-3001

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Jun. 30, 2022
CURRENT ASSETS:
Cash	$ 0	$ 104
Prepaid consulting	104,500	47,834
TOTAL CURRENT ASSETS	104,500	47,938
Plant and equipment	454,254	421,633
Crypto currency held	0	9,211
Prepaid consulting	228,320	408,804
Facility deposit	0	10,570
TOTAL ASSETS	787,074	898,156
CURRENT LIABILITIES:
Bank overdraft	10	0
Accounts payable and accrued expenses	71,502	18,954
Due to related party	326,100	120,000
TOTAL CURRENT LIABILITIES	397,612	138,954
TOTAL LIABILITIES	397,612	138,954
Commitments and contingencies	0	0
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 0.0001 par value, authorized 350,000,000 shares and 18,223,952 and 19,573,952 issued and outstanding as of March 31, 2023, and June 30, 2022, respectively	1,821	1,957
Additional paid in capital	5,813,782	4,918,002
Accumulated deficit	(5,426,142)	(4,160,757)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	389,462	759,202
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 787,074	$ 898,156

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Jun. 30, 2022
CONSOLIDATED BALANCE SHEETS
Common stock, shares par value	$ 0.0001	$ 0.001
Common stock, shares authorized	350,000,000	350,000,000
Common stock, shares issued	18,223,952	19,573,952
Common stock, shares outstanding	18,223,952	19,573,952

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
REVENUE	$ 19,944	$ 26,305	$ 57,731	$ 26,305
Cost of goods sold	34,899	39,654	117,584	39,654
Gross Profit	(14,955)	(13,349)	(59,853)	(13,349)
EXPENSES
Transfer agent and filing fees	13,032	637	17,835	4,433
Professional fees	14,002	41,000	63,686	113,330
Management and consulting fees	58,500	30,000	317,500	90,000
Share based compensation	112,500	0	747,857	770,850
Administration fees	45,634	8,326	58,654	15,212
TOTAL EXPENSES	243,668	79,963	1,205,532	993,825
Loss from operations	(258,623)	(93,312)	(1,265,385)	(1,007,174)
LOSS BEFORE TAXES	(258,623)	(93,312)	(1,265,385)	(1,007,174)
Provision for Income Taxes	0	0	0	0
NET LOSS	$ (258,623)	$ (93,312)	$ (1,265,385)	$ (1,007,174)
NET LOSS PER COMMON SHARE - BASIC & DILUTED	$ (0.01)	$ (0.01)	$ (0.06)	$ (0.06)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC & DILUTED	18,906,544	16,169,106	19,495,849	15,851,171

XML

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Total	Common Stock	Shares to be issued	Additional Paid-in Capital	Accumulated Deficit
Balance, shares at Jun. 30, 2021		14,669,106
Balance, amount at Jun. 30, 2021	$ (46,124)	$ 1,467	$ 0	$ 2,818,968	$ (2,866,559)
Shares issued for related party debt conversion, shares		1,500,000
Shares issued for related party debt conversion, amount	45,000	$ 150	0	44,850
Share based expense for warrants issued	770,850	$ 0		770,850
Shares issued for subscriptions, shares		747,837
Shares issued for subscriptions, amount	560,875	$ 75	0	560,800
Shares issued for services, shares		1,475,000
Shares issued for services, amount	604,749	$ 148		604,601
Shares issued for debt conversion, shares		1,182,009
Shares issued for debt conversion, amount	118,050	$ 118	0	117,932
Net Loss	(1,294,198)	0	0	0	(1,294,198)
Balance, amount at Jun. 30, 2022	759,202	$ 1,958	0	4,918,001	(4,160,757)
Balance, shares at Jun. 30, 2022		19,573,952
Share based expense for warrants issued	483,145	$ 0		483,145
Net Loss	(823,949)	$ 0	0	0	(823,949)
Shares issued for cash, shares		266,666
Shares issued for cash, amount	200,000	$ 27	0	199,973
Adjustment for par value		0		0
Balance, amount at Sep. 30, 2022	618,398	$ 1,984	0	5,601,119	(4,984,706)
Balance, shares at Sep. 30, 2022		19,840,618
Balance, shares at Jun. 30, 2022		19,573,952
Balance, amount at Jun. 30, 2022	759,202	$ 1,958	0	4,918,001	(4,160,757)
Net Loss	1,265,385
Balance, amount at Mar. 31, 2023	389,462	$ 1,821	0	5,813,782	(5,426,142)
Balance, shares at Mar. 31, 2023		18,223,952
Balance, shares at Sep. 30, 2022		19,840,618
Balance, amount at Sep. 30, 2022	618,398	$ 1,984	0	5,601,119	(4,984,706)
Net Loss	(182,813)	0	0	0	(182,813)
Shares issued for cash	100,000	0	100,000	0
Balance, amount at Dec. 31, 2022	535,585	$ 1,985	100,000	5,601,120	(5,167,519)
Balance, shares at Dec. 31, 2022		19,840,618
Shares issued for services, shares		150,000
Shares issued for services, amount	112,500	$ 15	0	112,485
Net Loss	(258,623)	$ 0	0	0	(258,623)
Shares issued for cash, shares		133,334
Shares issued for cash, amount	0	$ 12	(100,000)	99,988
Shares surrendered, shares		(1,900,000)
Shares surrendered, amount	0	$ (190)		190
Balance, amount at Mar. 31, 2023	$ 389,462	$ 1,821	$ 0	$ 5,813,782	$ (5,426,142)
Balance, shares at Mar. 31, 2023		18,223,952

XML

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2022
OPERATING ACTIVITIES
Net income (loss)	$ 258,623	$ 823,949	$ (1,265,385)	$ (1,007,174)	$ 1,294,198
Share based expense			595,645	770,850
Depreciation			55,379	7,956
Change in crypto currency held			9,211	(26,305)
Change in facility deposit			10,570	(10,570)
Change in prepaid expense			123,818	(148,049)
Change Accounts Payable and Accrued Expenses			52,548	21,848
Net Cash Used by Operating Activities			(418,214)	(95,346)
INVESTING ACTIVITIES:
Purchase of Equipment			(88,000)	(445,500)
Net cash used by investing activities			(88,000)	(445,500)
FINANCING ACTIVITIES:
Proceeds from related party			206,100	0
Proceeds from subscriptions receivable			300,000	560,875
Net cash provided by financing activities			506,100	560,875
NET INCREASE (DECREASE) IN CASH			(114)	20,029
CASH AT BEGINNING OF PERIOD		$ 104	104	0	0
CASH AT END OF PERIOD	$ 10		10	20,029	$ 104
Supplemental Cashflow Information
Interest Paid			0	0
Taxes Paid			0	0
Supplemental Non-Cash Information
Share based compensation and warrants vested			483,145	150,850
Share based compensation and shares vested			$ 264,712	$ 620,000

XML

ORGANIZATION AND DESCRIPTION OF BUSINESS

9 Months Ended

Mar. 31, 2023

ORGANIZATION AND DESCRIPTION OF BUSINESS

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS 

T-REX Acquisition Corp. (The “Company”) was formed on January 16, 2008, in the state of Nevada under the name Plethora Resources, Inc. as a development stage enterprise. The Company was originally organized to engage in the business of consulting to oil and gas exploration companies interested in obtaining exploration and production licenses at auction for oil and gas properties in Russia. The Company later changed its name to Sync2 Networks Corp when the Company began to engage in software-related services. On March 20, 2014, the Company changed its name to T-REX Acquisition Corp. after the Company business operations under the Sync2 Networks branding had ceased. On June 21, 2021, the Company decided to pivot from seeking an acquisition candidate to operating a cryptocurrency mining business. On February 17, 2022, the Company began mining bitcoin at Ace Host, a Tampa, Florida located data center. On August 5, 2022, the Company changed its name to “T-REX Acquisition Corp.” 

As of March 31, 2023, the Company is a holding company with the following subsidiaries: Raptor Mining LLC, a Florida limited liability company (“Raptor Mining”); and TRXA Merger Sub, Inc., an inactive Delaware corporation (“Merger Sub”) and Megalodon Mining and Electric, LLC, a Florida limited liability company (“Megalodon”), which is also a dormant entity.  

2020 TRXA Merger Sub Inc.  

On March 13, 2020, the Company incorporated the Merger Sub to facilitate the acquisition of a pre-revenue Software-as-a-Service internet platform business. The Company’s sole Officer and Director currently serves as the sole officer and director of the Merger Sub. As of the date of this filing, neither the Company nor the Merger Sub have entered into a definitive agreement or non-binding letter of intent to acquire a company and Merger Sub is an inactive subsidiary of the Company. 

2021 Raptor Mining LLC and 2022 Megalodon Mining and Electric LLC 

                 On July 9, 2021, the Company formed Raptor Mining to pursue the Company’s new business operating strategy to engage in cryptocurrency mining, which is used to secure decentralized network protocols and decentralized distributed ledgers. On July 1, 2022, 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 consideration. Prior to the Company’s fiscal year end, the Company intends to acquire all of the assets of yet to be disclosed competitor in the crypto mining and co-location industry. The asset purchase shall include all crypto mining equipment, established co-location customers / business, intellectual property, and its physical co-location facility. The Purchase price is agreed to be $885,000 closing in two tranches, the first on or before May 30, 2023, and the second within 180 days from the initial Closing.

These unaudited interim consolidated financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s fiscal year end June 30, 2022, and June 30, 2021, respectively. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and nine months ended March 31, 2023, are not necessarily indicative of results for the entire year ending June 30, 2023.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Mar. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Actual results could differ from those estimates.

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. Once the allowance has been determined the offset is booked to bad debt expense and subsequently if the account is deemed to be a bad debt, it is written off the allowance for doubtful accounts.

Principles of Consolidation

As of March 31, 2023, the accounts include those of the Company and its 100% owned subsidiaries, Merger Sub, Raptor Mining and Megalodon Mining and Electric. These entities are inactive and without balances. As a result, there were no intercompany transactions or balances to be eliminated.

As of January 5, 2023, the Company has commenced researching the acquisition of land to begin offering co-location services to other cryptocurrency miner owners.

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.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S.) GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements as of March 31, 2023.

The assets and liabilities recorded on the balance sheet approximate their fair value.

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 (after taking into account their respective estimated residual values) over the assets estimated useful life of seven (7) years. Upon sale or retirement of equipment, 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. The equipment value is based on the cost and the potential impairment is reviewed periodically and as of June 30, 2022, there was no impairment of any of the mining equipment. The depreciation expense for the three and nine months ended March 31. 2023, was $19,307 and $55,498 respectively. Depreciation expense for the three and nine months ended March 31, 2022, was $7,956 and $7,956 respectively.

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. From time to time, the Company may be a defendant in pending or threatened legal proceedings arising in the normal course of its business. Management is not aware of any pending, threatened or asserted litigation, petition, or claim.

 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

· Step 2: Identify the performance obligations in the contract

· Step 3: Determine the transaction price

· Step 4: Allocate the transaction price to the performance obligations in the contract

· 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:

· Variable consideration

· Constraining estimates of variable consideration

· The existence of a significant financing component in the contract

· Noncash consideration

· Consideration payable to a customer

Crypto asset transaction verification is the output generated from the Company's ordinary activities. The consideration the Company receives is a bitcoin reward, which the Company measures fair value on the date received. 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 reward/s earned. The Company uses the quoted price of the bitcoin at closing on the date the coin is mined to value its reward/s.  There is no significant financing component in these transactions. 

Expenses associated with running the digital currency mining business, such as rent, and electricity cost are also recorded as cost of revenue. Depreciation on digital currency mining equipment is recorded as a component of cost of revenue.

Digital currencies - Bitcoin

Bitcoin is included as a non-current, intangible asset in the balance sheets. It is recorded at cost less impairment. If it is determined that more likely than not an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.  The Bitcoin’s cost is accounted for using FIFO cost basis.  Rewards in bitcoin are earned for mining activity.  The reward a bitcoin miner earns changes roughly every four years, or after every 210,000 blocks are mined and gets reduced by half each time; this whole process is called bitcoin halving. The last halving occurred on May 11, 2020, and reduced the reward per block to 6.25 BTC. 

Income taxes

Federal Income taxes are not currently due since we have had losses since inception.

Income taxes are provided 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 March  31, 2023, we had a net operating loss carry-forward of approximately $1,849,716 and a deferred tax asset of $388,440 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(388,440). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As of March 31, 2023, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

	March 31, 2023			June 30, 2022
Deferred Tax Asset	$	388,440		$	873,759
Valuation Allowance		(388,440	)		(873,759	)
Deferred Tax Asset (net)	$	-		$	-

Due to the changes 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.

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.

There were outstanding warrants that could convert into 3,285,332 shares of common stock as of March 31, 2023. At the end of all interim periods reported in the “Statements of Operation potentially dilutive shares were excluded because the effect would have been anti-dilutive.

Cash flows reporting

The Company adopted 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 flow from operating activities by adjusting net income to reconcile it to net cash flow 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 reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and 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. Total Advertising costs were zero for all periods.

Par value of common stock

The par value of common stock was previously reported at $0.001 and was adjusted to $0.0001 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 will evaluate subsequent events through the date when the financial statements are 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.

XML

GOING CONCERN

9 Months Ended

Mar. 31, 2023

GOING CONCERN

GOING CONCERN

NOTE 3 – GOING CONCERN

As reflected in the accompanying financial statements, the Company incurred a net loss of $1,265,385 during the nine months ended March 31, 2023, and had an accumulated deficit of $5,426,142 and a working capital deficit of $293,112 as of March 31, 2023.

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 substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

XML

RELATED PARTY TRANSACTIONS

9 Months Ended

Mar. 31, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 4 – RELATED PARTY TRANSACTIONS

Office space

The Company leases office space from its Chief Executive Officer at a cost of $250 per month. The term of the lease is for 365 days and ends on June 30, 2023. On March 31, 2023, $2,250 of rent expense was accrued and is included in Accounts Payable and Accrued Expenses.

Due to Related Parties

For the year ended June 30, 2022, the Company issued 1,182,009 for the conversion of $118,050 in related party payables. 

As of March 31, 2023, the Company owed $245,900 due to related parties for accumulated management fees.

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COMMON STOCK

9 Months Ended

Mar. 31, 2023

COMMON STOCK

COMMON STOCK

NOTE 5 – COMMON STOCK

 On June 25, 2022, Frank Horkey received 350,000 shares for acting in the capacity of President and sole Director since his previous contract expired December 31, 2019. On June 25^, 2022, he received an additional 250,000 shares for his board position vesting as follows: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022; eighty three thousand three hundred thirty three (83,333)  shares for year two to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter; and eighty three thousand three hundred thirty three (83,333)  shares for year three to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter.  

As compensation for acting on the Company’s Board of Directors, on June 25, 2022, Michael Christiansen received 250,000 shares of the Company’s common stock vesting as follows: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022; eighty three thousand three hundred thirty three (83,333)  shares for year two to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter; and eighty three thousand three hundred thirty three (83,333)  shares for year three to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter.

On June 25, 2022, Squadron Marketing LLC received 250,000 shares of the Company common stock for acting on the Company’s Advisory Board for fiscal 2023 vesting as follows: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022; eighty three thousand three hundred thirty three (83,333) shares for year two to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter; and eighty three thousand three hundred thirty three (83,333) shares for year three to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter.

On June 25, 2022, Lazarus Asset Management LLC - received 250,000 shares of the Company common stock for acting on the Company’s Advisory Board for fiscal 2023 vesting as follows: eighty-three thousand three hundred thirty-three (83,333) shares upon signing as of July 1, 2022; eighty three thousand three hundred thirty three (83,333) shares for year two to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter; and eighty three thousand three hundred thirty three (83,333) shares for year three to vest quarterly at the rate twenty thousand eight hundred thirty three (20,833) shares per quarter.

Shares issued that were not vested for unrestricted use resulted in Prepaid consulting expense of $304,426 (current - $76,106; non-current - $228,320) on March 31, 2023, and $456,638 (current - $47,834, non-current - $408,804) on June 30, 2022.

On July 1, 2022, James Marshall III received 75,000 shares of the Company’s common stock for acting as the Company’s technical consultant for fiscal 2023.

On July 1, 2022, John Bennet was issued 50,000 shares for extending his accounting and consulting contract through fiscal year end 2023.

During the year ended June 30, 2022, the Company issued 1,182,009 for the conversion of $118,050 in related party payables.

During the quarter ending September 30, 2022, the Company has issued 266,666 shares of the Company’s common stock pursuant to private placement transactions described below.

On February 10, 2023, John Bennet received 100,000 shares as inducement and partial payment for assuming the position of the Company’s Chief Financial Officer for the period January 1, 2023, through June 30, 2024.

On February 10, 2023 Shawn Perez received 50,000 shares of the Company’s common stock as partial payment for acting as the Company’s in-house counsel. Beginning January 1, 2023, through June 30, 2024.

On February 16, 2023, 2023 two related party shareholders returned a combined 1,900,000 shares of the Company’s common stock to treasury.

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 we sold $100,000 in aggregate principal amount for 133,333 shares of our common stock and warrants to purchase 133,333 shares of our common stock, with an exercise price of $1.50 per share and exercisable at any time before the close of business on September 8,, 2025. On August 8, 2022, the same private investor purchased another $100,000 in aggregate principal amount for an additional 133,333 shares of our common stock and warrants to purchase 133,333 shares of our common stock, with an exercise price of $1.50 per share and exercisable at any time before the close of business on September 8,, 2025.On November 28, 2022, the same private investor purchased another $100,000 in aggregate principal amount for an additional 133,334 shares of our common stock and warrants to purchase 133,334 shares of our common stock, with an exercise price of $1.50 per share and exercisable at any time before the close of business on November 28, 2025. As of the close of December 31, 2022, these shares were recorded as “shares to be issued” and subsequently issued on February 10, 2023. We closed the transactions noted above in reliance on Securities Purchase Agreement dated November 10, 2021, noted below. We issued the securities contemplated under the Securities Purchase Agreement in reliance upon the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.  Consolidate

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, we agreed to file the registration statement(s) no later than the earlier of (a) 180-days after an initial public offering by the Company or (b) twelve (12) months after effective date of the Registration Rights Agreement. Furthermore, we agreed to grant the parties to the Securities Purchase Agreement a “piggy-back” registration right upon at least 10-day notice prior to the Company’s filing of a registration statement (or confidential submission in draft form) with the SEC. As contemplated by the terms of the Registration Rights Agreements, the Company filed a registration statement on Form S-1, as amended, that became effective on September 8, 2022.

Company’s Registration Statement on Form S-1, as amended 

On September 8, 2022, the Company’ registration statement on Form S-1, as amended, concerning the registration of 6,505,267 shares of its common stock, has been declared effective by the Securities and Exchange Commission. The registration statement relates to the possible resale, from time to time, by the selling stockholders of up to an aggregate of 6,530,267 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), including (i) an aggregate of 747,837 shares acquired by those selling stockholders who purchased the Company’s common stock and warrants pursuant to a Securities Purchase Agreement (the “PIPE Investors”), (ii) an aggregate of 747,837 shares issuable upon the exercise in full of warrants (the “PIPE Warrant Shares”), (iii) an aggregate of 2,437,500 shares of the Company’s common stock issuable upon the exercise of warrants held by the remaining Selling Stockholders (the “Non-PIPE Warrant Shares”) (assuming the Warrants are exercised in full without regard to any exercise limitations therein), and (iii) 2,597,093 shares of common stock, including common stock owned by the Company’s long term investors and beneficially owned by certain directors and current executive officers of the Company. 

The Shares will be offered and sold by the selling stockholders at a fixed price of $1.50 per share until our common stock is quoted on OTC Market Group, Inc.’s “OTCQB” or “OTCQX” tiers, and thereafter the Shares may be sold at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. Although the Company has applied for listing on the OTCQB tier, we cannot assure you that our common stock will, in fact, be quoted on the OTCQB tier. The Company will not receive any proceeds from the sale of the Shares by the selling stockholders, although the Company will receive the proceeds from any cash exercise of the Warrants. 

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WARRANTS

9 Months Ended

Mar. 31, 2023

WARRANTS

WARRANTS

NOTE 6 – WARRANTS

On May 3, 2014, it was resolved that the Company shall offer 250,000 Units at a price of $.80 per unit. Each Unit shall consist of (a) one (1) share of common stock and (b) a combination of series A warrants (which may be exercised within three (3) years) and series B warrants exercised within five (5) years of the consummation of a merger.

On May 14, 2014, the company entered into a subscription agreement for 157,500 units at $.80 per share for a total of $125,000. Each unit consists of one (1) share of common stock and one (1) series A warrant to purchase one share of common stock at $1.25 per share. Each A warrant expires three years from the date of issuance.

On May 14, 2014, the company entered into a subscription agreement for 32,000 units at $.80 per share for a total of $25,000. Each unit consists of one (1) share of common stock and one (1) series A warrant to purchase one share of common stock at $1.25 per share. Each A warrant expires three years from the date of issuance.

On July 14, 2014, the company entered into a subscription agreement for 62,500 units at $.80 per share for a total of $50,000. Each unit consists of one (1) share of common stock, and two (2) Series A warrants to purchase one (1) share of common stock at $.65 per share and one (1) series B warrant to purchase one (1) share of common stock at $.80. Each series A warrant expires three years from the consummation of a merger and each series B warrant expires 5 years from the consummation of a merger.

The Company may call the B Warrants at such point the quoted market closing price is at least $2.50 for 20 consecutive trading days. In the event the Company calls the Warrants, it shall immediately notify holders of the Warrants of the call. Warrants holders will be granted a period of 45 calendar days to redeem the Warrants by returning the Warrant to the Company accompanied by payment of $.80 per share. The warrants were valued using a Black Scholes calculation.

The inputs for series A used a price $.59, a strike price range of $.65 – $1.25, maturity 3 years, a risk-free interest rate of 3.9% and a beta of 50% estimated and were valued at $.202. The inputs for series B used a price $.59, a strike price of .80, maturity 5 years, a risk-free interest rate of 3.9% and a beta of 50% estimated and were valued at $.232.

As of the filing date of this quarterly report, 189,500 A warrants have expired leaving only 125,000 A Warrants and 62,500 B Warrants remaining effective since the Company has yet to consummate a merger.

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 $560,875 in aggregate principal amount of our common stock (747,837 shares) and C warrants to purchase shares of our common stock (which we refer to as the “PIPE Warrants”), exercisable at any time before the close of business on  September 8, 2025.  The PIPE Warrants are comprised of 747,837 warrants with an exercise price of $1.50 per share. 

Warrants Issued to Management and Consultants

On July 1, 2021, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued a Class C warrant to purchase 250,000 shares of the Company’s common stock for a period of three years at an exercise price of $1.50.

On May 26, 2022, the Company issued to Frank Horkey a Class C warrant to purchase 250,000 shares of the Company’s common stock exercisable at any time before the close of business on September 8, 2025 at an exercise price of $1.50  as part of his executive compensation during the 2022 fiscal year. 

On May 26, 2022, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued Class C warrants to purchase 500,000 shares of the Company’s common stock exercisable at any time before the close of business on September 8, 2025, at an exercise price of $1.50, related to consulting services during fiscal 2022. 

On June 25, 2022, Frank Horkey and Michael Christiansen were each issued 250,000 Class D warrants to purchase 250,000 shares of the Company’s common stock exercisable at any time before the close of business on September 8, 2025, at an exercise price of $1.50 for serving on the Company’s Board of Directors for the upcoming 2023 fiscal year.  

On June 25, 2022, Squadron Marketing LLC and Lazarus Asset Management LLC were each issued Class D warrants to purchase 250,000 shares of the Company’s common stock exercisable at any time before the close of business on September 8, 2025, at an exercise price of $1.50 for serving on the Company’s Advisory Board for the upcoming 2023 fiscal year. 

Certain of the shares and warrants noted above were cumulative amounts due for prior service.

In addition, certain other of the shares and warrants noted above were issued to Board Members, Advisory Board Members and Consultants for services to be rendered for periods subsequent to June 30, 2022. The amounts related to restricted shares issued to board members and consultants are treated as prepaid consulting until vested at which time service periods would be satisfied.

The following is the outstanding warrant activity:

		Warrants - Common Share Equivalents		Weighted Average Exercise price		Warrants exercisable - Common Share Equivalents		Weighted Average Exercise price		Weighted average life in years
Outstanding June 30, 2020			187,500	$	0.75		187,500	$	0.75		3.67
Additions	Granted		-		-		-		-
Expired	Expired		-	$	-		-		-
	Exercised		-		-		-		-
Outstanding June 30, 2021			187,500	$	0.75		187,500	$	0.75		3.67
Additions	Granted		3,497,833		1.50		1,247,833		1.50		2.92
Expired	Expired		-	$	-		-		-
	Exercised		-		-		-		-
Outstanding June 30, 2022			3,685,333	$	1.47		1,435,333	$	1.47		3.04
Additions	Granted		399,999		1.50		1,849,999		1.50		2.92
Expired	Expired		-	$	-		-		-
	Exercised		-		-		-		-
Outstanding March 31, 2023			4,085,332	$	1.47		3,285,332	$	1.47		3.04

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DIGITAL CURRENCY BITCOIN

9 Months Ended

Mar. 31, 2023

DIGITAL CURRENCY BITCOIN

DIGITAL CURRENCY - BITCOIN

NOTE 7. DIGITAL CURRENCY - BITCOIN

The Company carries digital currencies at cost using the first in first out method.  Bitcoin activity and balances were as follows:

	Nine Months Ended March 31, 2023		Year Ended June 30, 2022
Beginning balance	$	9,211	$	0
Increase
Revenue recognized from bitcoin mined		57,731		61,906
		66,942		61,906
Decrease
Bitcoin used for operational expenses		66,942		52,695
Ending balance	$	0	$	9,211

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SUBSEQUENT EVENTS

9 Months Ended

Mar. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 8 – 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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Mar. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Actual results could differ from those estimates.

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. Once the allowance has been determined the offset is booked to bad debt expense and subsequently if the account is deemed to be a bad debt, it is written off the allowance for doubtful accounts.

Principles of Consolidation

As of March 31, 2023, the accounts include those of the Company and its 100% owned subsidiaries, Merger Sub, Raptor Mining and Megalodon Mining and Electric. These entities are inactive and without balances. As a result, there were no intercompany transactions or balances to be eliminated.

As of January 5, 2023, the Company has commenced researching the acquisition of land to begin offering co-location services to other cryptocurrency miner owners.

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.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S.) GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements as of March 31, 2023.

The assets and liabilities recorded on the balance sheet approximate their fair value.

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 (after taking into account their respective estimated residual values) over the assets estimated useful life of seven (7) years. Upon sale or retirement of equipment, 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. The equipment value is based on the cost and the potential impairment is reviewed periodically and as of June 30, 2022, there was no impairment of any of the mining equipment. The depreciation expense for the three and nine months ended March 31. 2023, was $19,307 and $55,498 respectively. Depreciation expense for the three and nine months ended March 31, 2022, was $7,956 and $7,956 respectively.

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. From time to time, the Company may be a defendant in pending or threatened legal proceedings arising in the normal course of its business. Management is not aware of any pending, threatened or asserted litigation, petition, or claim.

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

· Step 2: Identify the performance obligations in the contract

· Step 3: Determine the transaction price

· Step 4: Allocate the transaction price to the performance obligations in the contract

· 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:

· Variable consideration

· Constraining estimates of variable consideration

· The existence of a significant financing component in the contract

· Noncash consideration

· Consideration payable to a customer

Crypto asset transaction verification is the output generated from the Company's ordinary activities. The consideration the Company receives is a bitcoin reward, which the Company measures fair value on the date received. 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 reward/s earned. The Company uses the quoted price of the bitcoin at closing on the date the coin is mined to value its reward/s.  There is no significant financing component in these transactions. 

Expenses associated with running the digital currency mining business, such as rent, and electricity cost are also recorded as cost of revenue. Depreciation on digital currency mining equipment is recorded as a component of cost of revenue.

Digital currencies - Bitcoin

Bitcoin is included as a non-current, intangible asset in the balance sheets. It is recorded at cost less impairment. If it is determined that more likely than not an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.  The Bitcoin’s cost is accounted for using FIFO cost basis.  Rewards in bitcoin are earned for mining activity.  The reward a bitcoin miner earns changes roughly every four years, or after every 210,000 blocks are mined and gets reduced by half each time; this whole process is called bitcoin halving. The last halving occurred on May 11, 2020, and reduced the reward per block to 6.25 BTC. 

Income taxes

Federal Income taxes are not currently due since we have had losses since inception.

Income taxes are provided 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 March  31, 2023, we had a net operating loss carry-forward of approximately $1,849,716 and a deferred tax asset of $388,440 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(388,440). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. As of March 31, 2023, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

	March 31, 2023			June 30, 2022
Deferred Tax Asset	$	388,440		$	873,759
Valuation Allowance		(388,440	)		(873,759	)
Deferred Tax Asset (net)	$	-		$	-

Due to the changes 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.

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.

There were outstanding warrants that could convert into 3,285,332 shares of common stock as of March 31, 2023. At the end of all interim periods reported in the “Statements of Operation potentially dilutive shares were excluded because the effect would have been anti-dilutive.

Cash flows reporting

The Company adopted 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 flow from operating activities by adjusting net income to reconcile it to net cash flow 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 reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and 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. Total Advertising costs were zero for all periods.

Par value of common stock

The par value of common stock was previously reported at $0.001 and was adjusted to $0.0001 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 will evaluate subsequent events through the date when the financial statements are 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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Mar. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of net deferred tax assets

	March 31, 2023			June 30, 2022
Deferred Tax Asset	$	388,440		$	873,759
Valuation Allowance		(388,440	)		(873,759	)
Deferred Tax Asset (net)	$	-		$	-

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WARRANTS (Tables)

9 Months Ended

Mar. 31, 2023

WARRANTS

Schedule of outstanding warrant activity

		Warrants - Common Share Equivalents		Weighted Average Exercise price		Warrants exercisable - Common Share Equivalents		Weighted Average Exercise price		Weighted average life in years
Outstanding June 30, 2020			187,500	$	0.75		187,500	$	0.75		3.67
Additions	Granted		-		-		-		-
Expired	Expired		-	$	-		-		-
	Exercised		-		-		-		-
Outstanding June 30, 2021			187,500	$	0.75		187,500	$	0.75		3.67
Additions	Granted		3,497,833		1.50		1,247,833		1.50		2.92
Expired	Expired		-	$	-		-		-
	Exercised		-		-		-		-
Outstanding June 30, 2022			3,685,333	$	1.47		1,435,333	$	1.47		3.04
Additions	Granted		399,999		1.50		1,849,999		1.50		2.92
Expired	Expired		-	$	-		-		-
	Exercised		-		-		-		-
Outstanding March 31, 2023			4,085,332	$	1.47		3,285,332	$	1.47		3.04

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DIGITAL CURRENCY BITCOIN (Tables)

9 Months Ended

Mar. 31, 2023

DIGITAL CURRENCY BITCOIN

Schedule of bitcoin activity and balances

	Nine Months Ended March 31, 2023		Year Ended June 30, 2022
Beginning balance	$	9,211	$	0
Increase
Revenue recognized from bitcoin mined		57,731		61,906
		66,942		61,906
Decrease
Bitcoin used for operational expenses		66,942		52,695
Ending balance	$	0	$	9,211

XML

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative)	Jul. 09, 2021 USD ($)
ORGANIZATION AND DESCRIPTION OF BUSINESS
Purchase price	$ 885,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Jun. 30, 2022	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Deferred Tax Asset	$ 873,759	$ 388,440
Valuation Allowance	(873,759)	(388,440)
Deferred Tax Asset (Net)	$ 0	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2022
Net operating loss carry forward	$ 1,849,716		$ 1,849,716
Common stock par value	$ 0.0001		$ 0.0001		$ 0.001
Owned subsidiary percentage			100.00%
Common stock par value Adjustment	$ 0.0001		$ 0.0001
Depreciation expense	$ 19,307	$ 7,956	$ 55,498	$ 7,956
Deferred Tax Asset	388,440		$ 388,440
Statutory rate			21.00%
Valuation Allowance	$ (388,440)		$ (388,440)
Shares issued upon conversion of warrant, shares	3,285,332		3,285,332
Equipments [Member]
Estimated useful life			7 years

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GOING CONCERN (Details Narrative) - USD ($)	9 Months Ended
	Mar. 31, 2023	Jun. 30, 2022
GOING CONCERN
Accumulated deficit	$ 5,426,142	$ 4,160,757
Incurred net loss	(1,265,385)
Working capital deficit	$ 293,112

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2022
Due to Related Party	$ 245,900
Shares issued for related party payables conversion, shares			1,182,009
Shares issued for related party payables conversion, amount			$ 118,050
Rent expense	595,645	$ 770,850
Chief Executive Officer [Member]
Cost	250
Rent expense	$ 2,250
Description of lease term	The term of the lease is for 365 days and ends on June 30, 2023. On March 31, 2023

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COMMON STOCK (Details Narrative) - USD ($)				1 Months Ended					9 Months Ended	12 Months Ended
	Feb. 10, 2023	Sep. 08, 2022	Aug. 08, 2022	Feb. 16, 2023	Nov. 28, 2022	Jul. 22, 2022	Jun. 25, 2022	May 26, 2022	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2023	Sep. 30, 2022	Jul. 01, 2022
Shares issued for related party payables conversion, amount										$ 118,050
Prepaid consulting expense									$ 304,426	456,638
Prepaid amount current									76,106	47,834
Prepaid amount non current									$ 228,320	$ 408,804
Company issued of aggregate common stock shares									2,437,500	6,530,267
Warrants issued		747,837
Common stock, shares par value									$ 0.0001	$ 0.001
Company issued of common stock shares									18,223,952	19,573,952
Squadron Marketing LLC [Member]
Common stock shares issuable										250,000
Consulting Shares											83,333	83,333	20,833		83,333
James Marshall [Member]
Shares received										75,000
John Bennet [Member]
Consulting contract													50,000
Shares issued for services	100,000
Lazarus Asset Management LLC [Member]
Vesting Shares											83,333	83,333	20,833		83,333
Common stock shares issuable										250,000
Shawn Perez [Member]
Shares issued for services	50,000
Two Related Party [Member]
Returned shares of common stock to treasury				1,900,000
Investor
Company issued of common stock shares									2,597,093
common stock pursuant (Member)
Company issued of common stock shares										1,182,009				266,666
Michael Christiansen [Member]
Vesting Shares											83,333	83,333	20,833		83,333
Common stock shares issuable										250,000
Class C Warrant [Member] | Frank Horkey [Member]
Purchase of warrant							250,000	250,000
September 8, 2022
Exercise price per shares		$ 1.50
Common stock, shares par value									$ 0.0001
Company issued of common stock shares										6,505,267
Securities Purchase Agreement [Member]
Warrants issued		747,837
Principal amount			$ 100,000		$ 100,000	$ 100,000
Common stock shares			133,333		133,334	133,333
Exercise price per shares			$ 1.50		$ 1.50	$ 1.50
Purchase of warrant			133,333		133,334	133,333
Management Agreement [Member] | Frank Horkey [Member]
Shares received													350,000
Vesting Shares											83,333	83,333	20,833		83,333
Common stock shares issuable										250,000

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WARRANTS (Details Narrative) - USD ($)						1 Months Ended		4 Months Ended	9 Months Ended
	Sep. 08, 2022	May 05, 2022	Jul. 14, 2014	May 14, 2014	May 03, 2014	Jun. 25, 2022	May 26, 2022	Jul. 02, 2021	Mar. 31, 2023
Description of warrants exercise					Each Unit shall consist of (a) one (1) share of common stock and (b) a combination of series A warrants (which may be exercised within three (3) years) and series B warrants exercised within five (5) years of the consummation of a merger
Restricted share issued								250,000
Warrants issued, shares					250,000
Exercise price					$ 0.80			$ 1.50
Warrants issued	747,837
Subscriptions Arrangements [Member]
Warrants issued, shares				157,500
Exercise price				$ 0.80
Warrants issued, amount				$ 125,000
Description of warrant issued				Each unit consists of one (1) share of common stock and one (1) series A warrant to purchase one share of common stock at $1.25 per share
Subscription Arrangement One [Member]
Warrants issued, shares				32,000
Exercise price				$ 0.80
Warrants issued, amount				$ 25,000
Description of warrant issued				Each unit consists of one (1) share of common stock and one (1) series A warrant to purchase one share of common stock at $1.25 per share
Subscription Arrangement Two [Member]
Warrants issued, shares			62,500
Exercise price			$ 0.80
Warrants issued, amount			$ 50,000
Description of warrant issued			Each unit consists of one (1) share of common stock, and two (2) Series A warrants to purchase one (1) share of common stock at $.65 per share and one (1) series B warrant to purchase one (1) share of common stock at $.80. Each series A warrant expires three years from the consummation of a merger and each series B warrant expires 5 years from the consummation of a merger
Securities Purchase Arrangement [Member]
Warrants issued, amount		$ 560,875
Warrant exercise price		$ 1.50
Warrants issued		747,837
Class C Warrant [Member] | Frank Horkey [Member]
Exercise price							$ 1.50
Warrants Purchase						250,000	250,000
Warrants Series C [Member] | Squadron Marketing LLC and Lazarus Asset Management LLC [Member]
Exercise price						$ 1.50	$ 1.50
Warrants Purchase						250,000	500,000
Warrants Series C [Member] | Frank Horkey And Michea lChristiansen [Member]
Warrants Purchase						250,000
Warrant exercise price						$ 1.50
Warrants issued						250,000
Warrants Series A [Member]
Warrants issued									125,000
Warrants, outstanding									189,500
Description of warrant									The inputs for series A used a price $.59, a strike price range of $.65 – $1.25, maturity 3 years, a risk-free interest rate of 3.9% and a beta of 50% estimated and were valued at $.202. The inputs for series B used a price $.59, a strike price of .80, maturity 5 years, a risk-free interest rate of 3.9% and a beta of 50% estimated and were valued at $.232
Warrants B [Member]
Warrants issued									62,500
Description of closing price of warrant									The Company may call the B Warrants at such point the quoted market closing price is at least $2.50 for 20 consecutive trading days. In the event the Company calls the Warrants, it shall immediately notify holders of the Warrants of the call. Warrants holders will be granted a period of 45 calendar days to redeem the Warrants by returning the Warrant to the Company accompanied by payment of $.80 per share

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WARRANTS (Details) - $ / shares	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2021
Warrants exercisable - Common Share Equivalents
Warrants, outstanding, beginning balance	1,435,333	187,500	187,500
Warrants exercisable - common share equivalents, Additions, Granted	1,849,999	1,247,833
Warrants exercisable - common share equivalents, Expired	0	0	0
Warrants, outstanding, ending balance	3,285,332	1,435,333	187,500
Weighted average exercise price per share beginning balance	$ 1.47	$ 0.75	$ 0.75
Weighted average exercise price per share granted	1.50	1.50	0
Weighted average exercise price per share ending balance	$ 1.47	$ 1.47	$ 0.75
Warrants exercisable - common share equivalents, Exercised	0	0	0
Warrant[Member]
Warrants, outstanding, beginning balance	3,685,333	187,500	187,500
Warrants exercisable - common share equivalents, Additions, Granted	399,999	3,497,833
Warrants exercisable - common share equivalents, Expired	0	0	0
Warrants, outstanding, ending balance	4,085,332	3,685,333	187,500
Weighted average exercise price per share beginning balance	$ 1.47	$ 0.75	$ 0.75
Weighted average exercise price per share granted	1.50	1.50	0
Weighted average exercise price per share ending balance	$ 1.47	$ 1.47	$ 0.75
Exercised	0	0	0
Weighted average life in years, beginning outstanding	3 years 14 days	3 years 8 months 1 day	3 years 8 months 1 day
Weighted average life in years, Granted	2 years 11 months 1 day	2 years 11 months 1 day
Weighted average life in years, ending outstanding	3 years 14 days	3 years 15 days	3 years 8 months 1 day

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DIGITAL CURRENCY BITCOIN (Details)) - USD ($)	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Jun. 30, 2022
DIGITAL CURRENCY BITCOIN
Beginning balance	$ 9,211	$ 0
Revenue recognized from bitcoin mined	57,731	61,906
Total of increase in recognized from bitcoin mined	66,942	61,906
Bitcoin used for operational expenses	66,942	52,695
Ending balance	$ 0	$ 9,211