ORGANIZATION AND DESCRIPTION OF BUSINESS

9 Months Ended

Mar. 31, 2025

ORGANIZATION AND DESCRIPTION OF BUSINESS

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

T-REX Acquisition Corp. (“T-REX” or the “Company”) was incorporated on January 16, 2008, in the State of Nevada. From inception through June 2012, the Company sought various business combinations including reverse merger opportunities and operated under several names in various unsuccessful lines of business, at which point it became inactive. After a change of control in 2012, the Company again attempted several unsuccessful acquisitions. Finally, in July 2021, the Company pivoted its strategy to become an emerging technology enterprise, focusing on operations and investments in the cryptocurrency sector, particularly those related to distributed ledger technologies and associated intangible assets.

On June 1, 2022, the Company changed its name with the Nevada Secretary of State from “TREX Acquisition Corp.” to “T-REX Acquisition Corp.”

The Company is authorized to issue 350,000,000 shares of common stock, par value $0.0001 per share.

Business Focus and Strategy

T-REX’s current strategic focus is securing and operating within the Bitcoin distributed ledger network, protocols, and infrastructure opportunities. Bitcoin (“BTC”) is a decentralized digital currency operating on a peer-to-peer network called the blockchain, which enables secure, trustless transactions without reliance on a central authority.

The Company began earning Bitcoin mining rewards on February 17, 2022, recognizing revenue based on the USD value of the rewards received. T-REX does not retain material Bitcoin balances at each period end and generally converts received BTC into U.S. dollars or uses it for payments to third parties.

The consolidated entity is comprised of T-REX Acquisition Corp. and its wholly owned subsidiaries:

·	TRXA Merger Sub, Inc. (“Merger Sub”)

·	Raptor Mining LLC (“Raptor”)

·	Megalodon Mining and Electric LLC (“Megalodon”)

·	Sabretooth Mining Containers LLC (“Sabretooth”)

·	Deinodon Mining Solutions LLC (“Deinodon”)

Subsidiaries and Recent Developments

	·	TRXA Merger Sub, Inc.
		Formed as a Delaware corporation on March 13, 2020, to facilitate a potential acquisition of a Software-as-a-Service (SaaS) business. The subsidiary is currently inactive and has no operations or reportable assets or liabilities.

	·	Raptor Mining LLC
		Formed as a Florida corporation on July 9, 2021, conducts the Company’s primary cryptocurrency mining activities. Raptor validates blockchain transactions in exchange for mining rewards and also engages in the acquisition of virtual assets.

	·	Megalodon Mining and Electric LLC
		Formed as a Florida corporation on July 1, 2022, to evaluate and enter the cryptocurrency co-location market. On March 4, 2025, Megalodon acquired a data center and co-location facility in Orofino, Idaho, which hosts services to third-party miners in exchange for cash or cryptocurrency-based service fees.

	·	Sabretooth Mining Containers LLC
		Formed as a Florida corporation on February 7, 2025, to design and fabricate modular containers equipped with electrical and racking infrastructure to support off-site cryptocurrency mining operations.

	·	Deinodon Mining Solutions LLC
		Formed as a Florida corporation on March 29, 2025, to provide software and technical resources for cryptocurrency operations. On March 31, 2025, Deinodon acquired the assets, including proprietary software and technical knowhow of Baoblock, Inc. for $210,000, paid via the issuance of 600,000 restricted shares of common stock and $10,000 in cash. The seller, Baoblock, Inc., is owned by the Company’s Chief Technology Officer.