NOTE 3 – GOING CONCERN

In accordance with ASC 205-40, Presentation of Financial Statements-Going Concern, management evaluates at each reporting period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the condensed consolidated financial statements are issued.

The Company has incurred net losses and has not achieved profitable operations. For the three and six months ended June 30, 2026, the Company incurred net losses attributable to common stockholders of $13,722,495 and $13,722,525, respectively, and as of June 30, 2026 had an accumulated deficit of $13,722,968. Following the Closing of the Merger on April 24, 2026, the Company commenced crypto asset mining operations through OpCo utilizing approximately 9,800 mining machines contributed by its controlling shareholder in a common-control transaction. The Company also continues to pursue its expansion into artificial intelligence and high-density compute infrastructure, which remained in a development stage during the period.

As of June 30, 2026, the Company had cash and cash equivalents of $15,492,446. Management has evaluated the Company’s liquidity and capital resources and concluded that its existing cash and cash equivalents are sufficient to fund the Company’s presently planned operating and capital requirements for at least twelve months from the date these condensed consolidated financial statements are issued. Accordingly, management concluded that the conditions described above do not raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s growth strategy includes the evaluation, and potential execution, of transactions to acquire powered land and data center capacity, and potential acquisitions of interests in businesses operating in this space, to support its artificial intelligence and high-density compute infrastructure initiatives (each, a “Powered Land Transaction”). This strategy will require substantial additional capital beyond the Company’s current cash resources. The amount and timing of such capital requirements will depend on the pace and scope of execution of this strategy, including the timing of site conversions, equipment procurement, and the closing of pending acquisitions. Management expects that it will need to raise additional capital through equity or debt financing, or a combination thereof, to fund the full execution of this strategy. There can be no assurance that such additional capital will be available on favorable terms, or at all. The Company’s inability to raise sufficient capital to fund this expansion could result in delaying, scaling back, or discontinuing aspects of its planned artificial intelligence and high-density compute infrastructure initiatives, but is not expected to affect the Company’s ability to fund its existing operations over the next twelve months as described above.