UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the three months ended March 31,September 30, 2022

or

For the transition period from _________ to _________

Commission File Number: 333-152551333-266766

(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.

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 23,November 21, 2022, there were 16,169,10619,840,619 shares of the Registrant’s $0.001$0.0001 par value common stock issued and outstanding.

Securities registered under Section 12(g) of the Act:

Title of each class registered:

NoneCommon

(A Nevada Corporation)

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

TREX ACQUISITION CORPCORP..

March 31,September 30, 2022

T-REX ACQUISITION CORP.

UNAUDITED CONSOLIDATED BALANCE SHEETS

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

TREX ACQUISITION CORP.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

for the three months ended September 30,

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

TREX ACQUISITION CORP.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

as of September 30, 2022

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

TREX ACQUISITION CORP.

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

for the\three months ended September 30, 2022

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

TREX ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31,September 30, 2022

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

TREXT-REX Acquisition Corp. (The “Company”“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, after the Company’s business operations had ceased, the Company changed its name to TREX Acquisition Corp. after the Company’s business operations under the Sync2 Networks branding had ceased. On June 21, 2021, the Company decided to change focus over the short term from seeking acquisition candidates to operating a cryptocurrency mining business. On February 17, 2022, the Company began mining bitcoin at Ace Hosting, a Tampa, Florida located data center. On August 5, 2022, the Company changed its name to “T-REX Acquisition Corp.” 

As of March 31,September 30, 2022, the Company consists of itself, its 100% owned subsidiary Sync2 Networks International Ltd,is a Nevada corporation (“Sync2 Subsidiary”), its 100% owned subsidiary TRXA Merger Sub, Inc., a Delaware corporation (“TRXA Subsidiary”), and its 100% owned subsidiary,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”). On July 1, 2022, we incorporated Megalodon Mining and Electric, LLC, a Florida limited liability company (“Megalodon”).

2020 TRXA Merger Sub Inc.

On March 13, 2020, the Company incorporated the Merger Sub in order 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 Subsidiary”).LLC and 2022 Megalodon Mining and Electric LLC

On July 9, 2021, the Company formed Raptor Mining in order 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. As of the date of this quarterly filing, the Company has commenced researching the acquisition of land to construct a facility to begin offering co-location services to other cryptocurrency miner owners 

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, report.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 Ninethree months ended March 31,September 30, 2022, are not necessarily indicative of results for the entire year ending June 30, 2022.2023.

On April 7, 2014, our Board of Directors deemed it in the best interests of the Company and its shareholders to domesticate our subsidiary, Sync2 International Ltd., as a corporation formed under the laws of Malta to a corporation formed under the laws of the State of Nevada (the “Domestication”), which under Nevada statutory law involves the transfer of an existing corporation from one jurisdiction to another whereby Sync2 Networks International Ltd. shall cease all operations in Malta. On May 1, 2014, we filed Articles of Domestication with the Nevada Secretary of State effecting the domestication of Sync2 International Ltd. as a corporate entity formed under the laws of the State of Nevada, which domestication provides that Sync2 Subsidiary as domesticated in the State of Nevada shall be the same entity as Sync2 International Ltd. organized under the laws of Malta. Sync2 Subsidiary does not and has not had any operations since 2015.

On March 13, 2020, the Company incorporated the TRXA Subsidiary in order 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 TRXA Subsidiary. 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. The Company’s acquisition consultants continue to provide vetted candidates for merger with the Company.

Raptor Mining LLC

On July 9, 2021, the Company formed Raptor Mining Subsidiary in order to investigate a business model pivot towards operating a cryptocurrency mining facility. As of February 17, 2022, our Raptor Mining Subsidiary  had commenced cryptocurrency mining.

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.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing, and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

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

TheAs of September 30, 2022, the accounts include those of the Company and its 100% owned subsidiaries, Merger Sub, Raptor Mining and Megalodon Mining and Electric. All intercompany transactions have been eliminated. At this time, Sync2 Subsidiary has no operations, assets or liabilities.

ConcerningOn March 13, 2020, the TRXA Subsidiary,Company incorporated Merger Sub in order to facilitate the acquisition of a pre-revenue Software-as-a-Service internet platform business. The Company’s sole Officer and Director at that time currently serves as the sole officer and director of the TRXA Subsidiary.Merger Sub. As of the date of this filing, neither the Company nor the TRXA SubsidiaryMerger Sub have entered into a definitive agreement or non-binding letter of intent to acquire a company. The Company’s acquisition consultants continue to provide vetted candidates for merger withOn July 9, 2021, the Company.

Concerning theCompany organized Raptor Mining, Subsidiary,which currently generates revenues via its operating cryptocurrency mining business. On July 1, 2022, the Company serves as the sole memberformed Megalodon to investigate and managing member.potentially pursue a cryptocurrency co-location business model. The Companycryptocurrency co-location business model is assessing potential personnel, locationsbased on a company, which has access to data centers and consultants needed to expand the currentinexpensive cryptocurrency mining operations.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. As of the date of this quarterly filing, 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.

Crypto currency held

The Company considers its Crypto currency held to be highly liquid investments with a maturity of three months or less when mined to be cash equivalents. In order to value the Bitcoin that we mined and maintain in our slush pool wallet, we mark to market using the last quote at 11:59 on the last day of the period. We then multiply the quote against the (in this case fractional) number of bitcoin we own. That gives the dollar value of our position.

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:

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, would, if any were recorded, 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 at March 31,as of September 30, 2022.

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 three (3) or 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. On December 24, 2021,Equipment consists solely of bitcoin miners used in the company acquired cryptocurrencyoperation. 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, which was put into service duringequipment. The depreciation expense for the three months ended March 31, 2022.September 30, 2022, was $17,003. 

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 basedstock-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.

The share based compensation of $767,000 reported for the quarter ending September 30, 2022, represents the total amount for the year as the shares and warrants issued for compensation which vested on July 1, 2022, and not periodically throughout the year. Therefore, there will be no further share based compensation resulting from these shares and warrants for the remainder of the fiscal year.

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. Since March 31,September 30, 2022, and through the date of filing, there have been no intervening lawsuits, claims or judgments filed.

Revenue recognition

The Company recognizes revenue under ASU No. 2014-09,” Revenue“Revenue from Contracts with Customers (Topic 606),” (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer.

We recognizeThe Company recognizes the revenue when the coins are mined. In order to value the Bitcoinbitcoin that we mined and maintain in our slush poolSlush Pool wallet, we mark to market using the last quote at 11:59 on the last day of the period. and the changecoin is mined. The coins are then evaluated for impairment on a daily basis with any adjustments recorded in the price from the time it was mined and the value on the last day and record the change to gain / (loss) in the other income / expensecost of goods sold section of the statement of operations. We then multiply the quote against the (in this case fractional) number of bitcoin we own. That gives the dollar value of our position.

During the three monthsquarter ended March 31,September 30, 2022, the company recognized $26,305$25,829 in revenue from its cryptocurrency mining operations.

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,September 30, 2022, we had a net operating loss carry-forward of approximately $(3,873,733)$(4,984,706) and a deferred tax asset of $813,484$1,046,788 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 $(813,484)$(1,046,788). 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. At March 31,As of September 30, 2022, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.

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 1,435,3333,285,332 shares of common stock as of March 31,September 30, 2022. At the end of both periods the 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.

Financial Statement Reclassifications

The par value of common stock was previously reported at $.001 and was adjusted to $.0001 resulting in an adjustment from common stock to additional paid in capital, with no change to total equity.

Certain account balances from prior periods have been reclassified in these financial statements so as to conform to current period classifications."

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer, considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

NOTE 3 – GOING CONCERN

As reflected in the accompanying financial statements, the Company had an accumulated deficit of $3,873,733$4,984,706 and a working capital deficit of $6,637$(40,759) as of March 31,September 30, 2022.

While the Company has recently commenced operations and is generating revenue,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.

NOTE 4 – RELATED PARTY TRANSACTIONS

On June 24, 2014 the company entered into an unsecured promissory note with Lazarus Asset Management, LLC. in the amount of $34,550 with an interest rate of 5% per annum and a due date of June 24, 2015. This note was  in default until June 30, 2021, when all outstanding principal and interest balances were converted into common stock. Therefore, the balance on this note at March 31, 2022 was $0.

On June 24, 2014, the company entered into an unsecured promissory note with Squadron Marketing, Inc. in the amount of $19,350 with an interest rate of 5% per annum and a due date of June 24, 2015. This note was  in default until June 30, 2021, when all outstanding principal and interest balances were converted into common stock. Therefore, the balance on this note at March 31, 2022 was $0. 

On January 1, 2015, the company entered into a management agreement with Frank Horkey for a period of 5 years and will issue 350,000 shares of its common stock as consideration and was accounted for on the balance sheet as shares to be issued and was expensed over the life of the contract (5 years), which resulted in a prepaid consulting expense of $210,000. They were valued on the date of the agreement and the stock price at that time was $0.60. As of March 31, 2022, all the shares have been issued and the cost has been fully amortized.NOTE 4 – RELATED PARTY TRANSACTIONS

Free office space

The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.

Due to Related Parties

During the six months ended December 31, 2022, the Company incurred management fees to related parties of $60,000 and had been advanced $43,050 for operational expenses by related parties. During the six months ended December 31, 2021 $118,050 was converted to shares to be issued and As of March 31, 2022 the shares remained unissued. As of March 31, 2022 the outstanding balance due for the management fees was $30,000 for the management fees incurred in the three months ended March 31, 2022.

DuringFor the year ended June 30, 20212022, the company converted $598,662issued 1,182,009 shares for the conversion of $118,050 in related party debt, including amounts due for advances and accrued management fees, into 11,380,198payables. The shares of common stock.

On August 6, 2021, the Company issued 450,000 shares of its common stock in exchange for $45,000 of payables due to related parties. In addition,include, as satisfaction of an external Settlement Agreement between Peter Simone/Corporate Capital Group International, LTD and related Parties, the Company issued 1,050,000 Founder'sFounder’s shares originally due to Simone/CCGI to in exchange for $80,000, paid by those related Parties.

As of September 30, 2022, the company owed $171,500 due to related parties for accumulated management fees.

NOTE 5 – COMMON STOCK

On January 1, 2015, the Company entered into a management agreement for a period of 5 years and will issue Frank Horkey received 350,000 shares for acting in the capacity of its common stockPresident and sole Director since his previous contract expired December 31, 2019 and 250,000 shares for his board position vesting as consideration and is accounted for onfollows: 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 at the balance sheet as shares to be issued and will be expensed over the lifeend of the contract (5 years), which resulted in a prepaid consulting expense of $210,000. They were valued on the date of the agreementfirst year, June 30, 2023; and the stock priceeighty-three thousand three hundred thirty-four (83,334) shares at that time was $.60. For the three months ended March 31, 2022 and 2021 we expensed $0 and $0 respectively. These shares were issued as part of the January resolution referenced below.June 30, 2024. 

On January 1, 2015, the Company entered into a management agreement for a period of 2 years and will issue 100,000 shares of its common stock as consideration and is accounted for on the balance sheet as shares to be issued and will be expensed over the life of the contract (2 years), which resulted in a prepaid consulting expense of $60,000. They were valued on the date of the agreement and the Company’s stock price at that time was $.60. For the three months ended March 31, 2022 and 2021 we expensed $0 and $0 respectively. These shares were issued as part of the January resolution referenced below.

On January 21, 2020, the Company formally resolved to issue (a) 1,835,835 shares of its common stock in connection with prior Boardwalk convertible debt conversions, (b) 450,000 shares of its common stock in connection with management compensation, (c)Michael Christiansen received 250,000 shares of itsthe Company’s common stock to unit subscribers in connection withvesting 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 at the failed Kerr transaction,end of the first year, June 30, 2023; and (d) 350,000eighty-three thousand three hundred thirty-four (83,334) shares on June 30, 2024. 

Squadron Marketing LLC received 250,000 shares of itsthe Company common stock in connection with a 2018 private salefor 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 350,000July 1, 2022; eighty-three thousand three hundred thirty-three (83,333) shares to aat the end of the first year, June 30, 2023; and eighty-three thousand three hundred thirty-four (83,334) shares on June 30, 2024. 

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 at the end of the first year, June 30, 2023; and eighty-three thousand three hundred thirty-four (83,334) shares on June 30, 2024. 

John Bennet received 50,000 shares for extending his consulting contract through fiscal year end 2023. 

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

For the year ended June 30, 2022, the Company issued 1,182,009 for the conversion of $118,050 in related party for $47,500. Thesepayables.

For the quarter ending September 30, 2022, the Company has issued 266,666 shares were issued on September 9, 2020.of the Company’s common stock pursuant to private placement transactions described below.

On March 12, 2020, the Company resolved to issue 300,000 shares of its common stock in connection to professional service providers. These shares were issued on September 9, 2020.Private Placement Transactions

The Securities Purchase Agreements

On June 24, 2020, the Company resolvedJuly 22, 2022, we entered into a Securities Purchase Agreement with one private investor who is not a Selling Stockholder (defined above) to issue 8,900,000whom we sold $100,000 in aggregate principal amount for 133,333 shares of itsour 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 December 31, 2025. On August 8, 2022, the same private investor has committed to purchasing 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 December 31, 2025. We closed the transactions contemplated by the Securities Purchase Agreement. We issued the securities contemplated under the Securities Purchase Agreement in reliance upon the exemption from registration pursuant to Section 4(a)(2) of the Securities Act. 

We closed the transactions contemplated by the Securities Purchase Agreement. We issued the securities contemplated under the Securities Purchase Agreement in reliance upon the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.

The Registration Rights Agreements

On November 10, 2021, in connection with the conversionclosing of $473,616the 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 debt owed to consultants pursuant todraft form) with the SEC. As contemplated by the terms of the Registration Rights Agreements, the Company filed a July 1, 2014 consulting agreement, this includes all notes payable, accrued interest and other advances. These shares were issuedregistration statement on Form S-1, as amended, that became effective on September 9, 2020.

On September 9, 2020, the Company issued 200,198 shares of its common stock in connection to expenses paid by related parties.

In accordance with the terms and provisions of that certain Settlement Agreement dated October 9, 2020 (the “Settlement Agreement”), on November 20, 2020 TREX Acquisition Corp. issued to Squadron Marketing LLC, 400,000 of the Company’s common stock and to Lazarus Asset Management LLC, 400,000 of its common stock and 500,000 shares of its common stock were issued to the estate of a former shareholder. These shares were issued on November 23, 2020.

On March 24, 2021 the company issued 980,000 shares of its common stock for advances and payments made on behalf of the company and management services rendered by related parties.

On August 6, 2021, the Company issued 450,000 shares of its common stock in exchange for $45,000 of payables due to related parties. In addition, as satisfaction of an external Settlement Agreement between Peter Simone/Corporate Capital Group International, LTD  and related Parties, the Company issued 1,050,000 Founder's shares originally due to Simone/CCGI to in exchange for $80,000, paid by those related Parties.

From November 17, 2021 through December 22, 2021 the company entered into subscription agreements for 481,167 shares of its common stock at $.75 per share for a total of $360,875 and also issued 481,167 in common stock warrants at $1.50. As of March 31, 2022 these were accounted for in the shares to be issued.

From January 1, 2022 through March 31, 2022 the company entered into subscription agreements for 266,666 shares of its common stock at $.75 per share for a total of $200,000 and also issued 266,666 in common stock warrants at $1.50. As of March 31, 2022 these were accounted for in the shares to be issued.8, 2022.

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.

In addition, fromOn May 5, 2022 the Company issued shares and warrants related to that certain Securities Purchase Agreement dated November 17, 2021 through December 22, 202110, 2021with certain of the company entered into subscription agreements for 481,167 sharesselling stockholders referenced in our most recent registration statement pursuant to which we sold to such selling stockholders $560,875 in aggregate principal amount of itsour common stock at $.75 per share for a total of $360,875(747,837 shares) and also issued 481,167 in common stock warrants to purchase one (1) shareshares of our common stock (which we refer to as the “PIPE Warrants”), exercisable at any time before the close of business on December 31, 2024. The PIPE Warrants are comprised of 747,837 warrants with an exercise price of $1.50 per warrant.share. 

From January 1, 2022 through March 31, 2022 the company entered into subscription agreements for 266,666 shares of its common stock at $.75 per share for a total of $2,000Warrants Issued to Management and also issued 266,666 in common stock warrants at $1.50.Consultants

On July 1, 2014, the Company entered into management agreements with2021, Squadron Marketing Inc.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 $30,000 each annually to assista period of three years at an exercise price of $1.50.

On May 26, 2022, the Company in obtaining potential merger candidates, negotiating the merger agreements, drafting, along withissued to Frank Horkey Class C warrant to purchase 250,000 shares of the Company’s attorney, offering documents,common stock for a period of three years at an exercise price of $1.50 commencing upon the effective date of the Company’s registration statement as part of his executive compensation during the 2022 fiscal year. 

On May 26, 2022, Squadron Marketing LLC and assisting with closingLazarus Asset Management LLC were each issued Class C warrant to purchase 500,000 shares of the transactions. Company’s common stock for a period of three years at an exercise price of $1.50 commencing upon the effective date of the Company’s registration statement related to consulting services during fiscal 2022. 

On July 1, 2021June 25, 2022, Frank Horkey and Michael Christiansen were each issued 250,000 class C warrants to purchase 250,000 shares of the agreementsCompany’s common stock for a period of three years at an exercise price of $1.50 commencing upon the effective date of the Company’s registration statement 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 amendedeach 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 commencing upon the effective date of the Company’s registration statement for serving on the Company’s Advisory Board for the upcoming 2023 fiscal year. 

 Certain of the shares and warrants noted above were issued to Board Members, Advisory Board Members and Consultants for services to be $60,000 per year. In additions 500,000rendered for periods subsequent to June 30, 2022. The amounts related to shares and warrants were issuedare treated as prepaid consulting, both current and 500,000non-current, in these financial statements. These amounts will be issued onrecognized in subsequent periods as they are earned according to the year anniversary over the five year term.Agreements. 

The following is the outstanding warrant activity: