NOTE 3 – LIQUIDITY AND CAPITAL RESOURCES

The Company’s unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP. In accordance with ASC 205-40, Presentation of Financial Statements—Going Concern, management has evaluated whether conditions or events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern for the one-year period following the date these unaudited consolidated financial statements are issued.

As of June 30, 2026, the Company had cash of approximately $1,280,000, prepaid expenses of approximately $441,000, other receivables of approximately $876,000, and other current assets of approximately $101,000. As of June 30, 2026, the Company had accounts payable and accrued expenses of approximately $4,373,000. During the first quarter of 2026, the Company raised more than $3,700,000 of cash through a registered direct offering and a private investment in public equity (“PIPE”) transaction. On August 7, 2026, the Company entered into an Equity Distribution Agreement with Maxim Group LLC providing for the sale and issuance by the Company of shares of its common stock, par value $0.0001 per share, from time to time in an “at the market offering” program (the “ATM”).

In addition, the Company is in the process of spinning off DMINT into a stand-alone entity, which is expected to occur during the next twelve months. Following the spin-off, the Company will no longer be responsible for the capital requirements associated with operating the Bitcoin Mining Segment. DMINT, as a stand-alone entity, intends to seek additional capital, as necessary, through equity financings or borrowings secured by its assets, which include the property located in Selmer, Tennessee and its Bitcoin mining computers.

Based on management’s evaluation of the Company’s existing liquidity, recent capital-raising activities, expected cash requirements, and other relevant conditions and events, management concluded that the Company has sufficient liquidity to meet its obligations as they become due for at least one year from the date these unaudited consolidated financial statements are issued. Accordingly, management concluded that substantial doubt about the Company’s ability to continue as a going concern does not exist.

The Company has reviewed its cash flow activity during the six months ended June 30, 2026 and projected cash flow forecast for remainder of 2026 and performed an overall analysis of market trends to determine whether or not it has sufficient liquidity to continue as a going concern for a period of at least twelve months from the date of this Quarterly Report. Based on projected cash to be used in operations to be offset by expected proceeds from the ATM program and loan proceeds from Ronny Yakov under the loan agreement, the Company believes it has sufficient liquidity in order to sustain operations for at least the twelve months following the filing of this Quarterly Report. However, management recognizes that it may be required to obtain additional resources to successfully execute its business plans. No assurances can be given that management will be successful in raising additional capital, if needed, or on acceptable terms. Management believes that the Company’s existing cash resources, together with the ATM, related party financing, and other available funding sources, will be sufficient to support operations through August 14, 2027. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company not continue as a going concern.