Note 2 – Summary of significant accounting policies

Basis of presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company is a smaller reporting company as defined in Rule 12b-2 under the Securities Exchange Act of 1934.

The financial statements include the accounts of the Company. The Company has no consolidated subsidiaries. The 19.9% membership interest in Rift is accounted for under the equity method and is not consolidated. See Note 6, Equity method investment.

Reclassifications. Certain prior-period amounts have been reclassified to conform to the current-period presentation. The impact of these reclassifications is immaterial to the financial statements taken as a whole and had no impact on previously reported total assets, total liabilities or net loss.

Basis of accounting following the change in control

HH obtained a controlling financial interest on June 1, 2026 upon conversion of the Convertible Note into 23,064,634 shares, representing 68% of the then-outstanding common stock, and held approximately 91% of the Company’s outstanding common stock as of June 30, 2026. The change in control was effected through purchases of the Company’s equity-linked instruments and conversion of those instruments into common stock. The Company did not elect to apply pushdown accounting under ASC 805-50-25-4 through 25-8. Accordingly, the Company’s assets and liabilities continue to be carried at their historical carrying amounts, no new basis of accounting and no goodwill were recognized, and accumulated deficit was not reset. The year ended June 30, 2026 is presented as a single continuous reporting period. The change in control is an ownership change under Internal Revenue Code Section 382; see Note 12, Income taxes.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP 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 expenses during the reporting period. Actual results could differ from those estimates. The estimates that are most significant to these financial statements are the April 1, 2026 fair value of the Convertible Note, the measurement-date fair value of thinly traded common stock issued to settle obligations and to compensate service providers, the carrying amount of the equity-method investment in Rift (including the assessment of other-than-temporary impairment), the valuation allowance on deferred tax assets (including the effect of the Section 382 ownership change), and the grant-date fair value of equity-classified instruments issued for services.

Cash and cash equivalents

Cash and cash equivalents include demand deposits and highly liquid investments with original maturities of three months or less when purchased. Cash was $2,105,343 and $502 as of June 30, 2026 and 2025, respectively. The Company maintains cash at one or more financial institutions that may, at times, exceed federally insured limits. The Company has not experienced losses on these deposits. The Company has no restricted cash, compensating balances or cash held at related-party institutions.

Prepaid expenses

Prepaid expenses are recognized when payment is made in advance of the related goods or services being received and are amortized to expense as the goods or services are consumed. Prepaid expenses were $119,027 and $2,600 as of June 30, 2026 and 2025, respectively.

Variable interest entities

The Company determines whether it holds a controlling financial interest in an entity by first evaluating whether the entity is a variable interest entity ("VIE") and, if it is, whether the Company is the primary beneficiary of that VIE. This evaluation is performed for each entity in which the Company holds a variable interest, before applying the guidance in ASC 323, Investments — Equity Method and Joint Ventures, or ASC 321, Investments — Equity Securities.

A VIE is a legal entity in which either (i) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, or (ii) the holders of the equity investment at risk, as a group, lack the characteristics of a controlling financial interest, including the power through voting or similar rights to direct the activities that most significantly affect the entity’s economic performance, the obligation to absorb the entity’s expected losses, or the right to receive the entity’s expected residual returns. In assessing the sufficiency of the equity investment at risk, the Company considers, among other factors, the entity’s ability to fund its planned activities from existing capital, whether any equity investment was funded directly or indirectly by the Company or by other parties involved with the entity, and whether any party has committed to provide additional financial support.

The Company consolidates a VIE only when it is the primary beneficiary. The Company is the primary beneficiary when it has both (i) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. Where power over the significant activities is shared such that no single party can direct those activities unilaterally, no party is the primary beneficiary and the entity is not consolidated. In performing this assessment the Company also considers whether other holders of variable interests are related parties or de facto agents of the Company under ASC 810-10-25-43, and, where a related-party group collectively meets the primary-beneficiary criteria, which member of that group is most closely associated with the VIE.

The Company reassesses whether an entity is a VIE upon the occurrence of the reconsideration events described in ASC 810-10-35-4, including changes to the entity’s governing documents or contractual arrangements that affect the characteristics or adequacy of the equity investment at risk. The determination of whether the Company is the primary beneficiary of a VIE is reassessed on an ongoing basis.

The Company holds a variable interest in one entity, Rift Cyber LLC, which the Company has determined is a VIE and of which the Company is not the primary beneficiary. Accordingly, the Company does not consolidate that entity. See Note 6, Equity method investment.

Fair value measurements

The Company applies ASC 820, Fair Value Measurement, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is an exit price, measured in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. An orderly transaction assumes exposure to the market for a period before the measurement date sufficient to allow for marketing activities that are usual and customary for the asset or liability, and is not a forced or distressed transaction. The measurement of a liability assumes that the liability is transferred to a market participant at the measurement date and that nonperformance risk, including the Company’s own credit risk, is the same before and after the transfer.

ASC 820 establishes a hierarchy that prioritizes the inputs to the valuation techniques used to measure fair value:

An asset or liability is categorized in its entirety based on the lowest level input that is significant to the measurement. A quoted price for an identical instrument is a Level 1 input only where the market for that instrument is active. Where such a price is obtained from a market that is not active and is used without significant adjustment, the measurement is categorized within Level 2. Where an adjustment developed from unobservable inputs is significant to the measurement as a whole, the measurement is categorized within Level 3. The Company recognizes transfers between levels as of the beginning of the reporting period in which the transfer occurs.

The Company evaluates the volume and level of activity in the market for an instrument at each measurement date. Indicators considered include the frequency and volume of trading, the presence of days on which no trading occurs, the dispersion of quoted prices over short intervals, the size of the bid-ask spread, and whether transaction volumes are commensurate with the quantity being measured. Where the Company concludes that there has been a significant decrease in the volume and level of activity, or that observed transactions are not orderly, it adjusts observed prices or applies an alternative valuation technique. Consistent with ASC 820-10-35-36B, the Company does not apply a blockage factor reflecting the size of a holding or issuance relative to normal trading volume.

The Company uses valuation techniques appropriate in the circumstances and for which sufficient data are available, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. Techniques applied include the market approach and the income approach. Valuation techniques are applied consistently from period to period. A change in a valuation technique or its application is accounted for as a change in accounting estimate under ASC 250; the disclosures required by ASC 250 for a change in accounting estimate are not required for such a change.

Where shares of the Company’s common stock are issued as consideration, the fair value of those shares is measured on the date the transaction is recognized: the settlement date for an obligation settled in shares, the extinguishment date for shares issued in an extinguishment of debt, and the grant date for share-based payment awards to nonemployees under ASC 718. Because the Company’s common stock is restricted under the Securities Act of 1933 at issuance, the Company considers whether a market participant would apply a discount for lack of marketability. Such a restriction arises by operation of law and is a characteristic of the security. It is distinguished from a contractual sale restriction, which under ASC 820-10-35-6B is not part of the unit of account of an equity security and is therefore not considered in measuring fair value.

The Company has not elected the fair value option under ASC 825-10-25 for any eligible financial asset or financial liability.

The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Convertible Promissory Note issued on April 1, 2026 was measured at fair value on a nonrecurring basis upon issuance. The measurement was categorized within Level 3 because significant unobservable inputs were used. See Note 7, Debt, for the contractual terms, initial carrying amount, debt discount, accretion and conversion of the note, and Note 10, Fair value measurements, for the valuation technique and significant inputs used in the measurement.

Debt discount and conversion features

The Company evaluates conversion and other embedded features in debt instruments to determine whether separate accounting is required. The conversion feature of the Convertible Promissory Note was not separately accounted for as a derivative, and the note was accounted for as a single debt instrument. The note was initially recognized at its estimated fair value. The difference between the principal amount and initial carrying amount was recorded as a debt discount and accreted to interest expense using the effective-interest method through the conversion date.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash in deposit accounts at financial institutions which, at times, may exceed federally insured limits. As of June 30, 2026, $1,605,343 of the Company’s cash balance exceeded federally insured limits. The Company has not experienced any losses in these accounts and believes it is not exposed to significant credit risk.

Financial instruments and fair value of financial instruments

The Company’s financial instruments consist of cash and accounts payable and accrued liabilities. The carrying amounts of these instruments approximate fair value because of their short maturities. The Company held no derivative financial instruments and no financial instruments measured at fair value on a recurring basis as of June 30, 2026 or 2025.

The Convertible Note described in Note 7, Debt, was measured at fair value on issuance on April 1, 2026 and was converted in full on June 1, 2026; accordingly, no balance was outstanding as of June 30, 2026.

Derivative instruments and contracts in an entity’s own equity

Freestanding contracts indexed to, and potentially settled in, the Company’s own stock are evaluated under ASC 815-40 to determine whether equity classification is appropriate. The HH Warrant was classified as equity, and the cash proceeds of $2,218,786 were recorded in additional paid-in capital. The subsequent cashless exercise was an equity-for-equity exchange and did not result in gain or loss. See Note 9, Stockholders’ equity.

Embedded conversion features are evaluated for bifurcation under ASC 815-15. The Convertible Note’s conversion feature was not bifurcated; the instrument was recorded at fair value on issuance with the resulting discount accreted as interest expense under the effective-interest method through the conversion date.

Stock-based compensation

Equity-classified awards issued to employees and nonemployees in exchange for goods or services are accounted for under ASC 718. The grant-date fair value of a fully vested award is recognized as expense on the grant date. Awards issued to settle a liability are measured at the carrying amount of the liability or the fair value of the equity issued, as applicable, on the settlement date. Forfeitures are accounted for as they occur. See Note 9, Stockholders’ equity.

Obligations settled in the Company’s own equity. Obligations owed to related parties that are settled through the issuance of the Company’s equity are derecognized at their carrying amount where the counterparty is acting in its capacity as a shareholder. Any difference between the carrying amount of the obligation derecognized and the fair value of the equity issued is recorded in additional paid-in capital as a capital transaction rather than in earnings, consistent with ASC 470-50-40-2 and SEC Staff Accounting Bulletin Topic 5.T. Equity-classified instruments issued in these transactions are not subsequently remeasured. Shares issued to settle a pre-existing liability are excluded from the share-based payment disclosures in Note 9, Stockholders’ equity, unless the shares were issued as compensation for goods or services.

Revenue recognition

The Company applies ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company generated no revenue during the years ended June 30, 2026 and 2025. Advisory engagements entered into after June 30, 2026 are described in Note 14, Subsequent events, and are not reflected in these financial statements.

Research and development

Research and development costs are expensed as incurred under ASC 730-10-25-1. Costs paid directly by the Company to third-party vendors in connection with development of technology owned by Rift are the Company’s own costs and are not capitalized into the equity-method investment. Research and development expense was $38,815 and $0 for the years ended June 30, 2026 and 2025, respectively, and includes $38,815 of vendor development costs associated with Rift ($34,000 incurred in fiscal 2026 and a $4,815 immaterial correction of fiscal 2025 costs previously capitalized into the investment), see Note 6, Equity method investment.

Net loss per share

Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period, including shares that are issuable for no additional consideration when all conditions to issuance have been satisfied. Diluted net loss per share gives effect to all potentially dilutive common shares unless the effect would be anti-dilutive. Because the Company incurred a net loss in both periods presented, all potentially dilutive securities are excluded from diluted net loss per share. See Note 13, Earnings (loss) per share.

Income taxes

Income taxes are accounted for under the asset and liability method in accordance with ASC 740. Deferred tax assets and liabilities are recognized for temporary differences and for operating loss and tax credit carryforwards and are measured using enacted tax rates. A valuation allowance is recorded when it is more likely than not that some or all of a deferred tax asset will not be realized. The Company recognizes the financial statement effects of an uncertain tax position only when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. See Note 12, Income taxes.

Segments

The Company is managed on a consolidated basis as one operating segment and one reportable segment. The Company’s President serves as the chief operating decision maker (the “CODM”). The CODM reviews consolidated financial information for the Company as a whole. The Company’s planned private equity investment activities and its merchant banking and corporate advisory activities were development-stage activities during the periods presented and were not managed as separate components for which discrete financial information was regularly reviewed by the CODM. No operating segments have been aggregated. The Company had no revenue to disaggregate under ASC 280 or ASC 606 in either period presented.

The measure of segment profit or loss regularly reviewed by the CODM is consolidated net loss, which is the measure of profit or loss reported in the statements of operations. The CODM uses that measure, together with consolidated total assets, to monitor operating spending against available liquidity and to determine the timing and amount of resources allocated to corporate costs, prospective advisory engagements and investment opportunities.

Significant segment expenses regularly provided to the CODM, and the reconciliation of the reported segment measure to consolidated net loss, are as follows:

Other segment items consist of interest income, related-party interest expense, accretion of the discount on the Convertible Note, the gain on the partial sale of the equity-method investment and the gain on settlement of debt. There are no differences between the measure of segment loss reviewed by the CODM and consolidated net loss before income taxes, and there were no reconciling items in either period presented. The CODM reviews consolidated total assets as the measure of segment assets; segment assets equal consolidated total assets of $2,264,170 and $57,917 as of June 30, 2026 and 2025, respectively, with no reconciling items.

Concentration of risk

The Company has no customers and has not commenced its planned principal operations. Liquidity during the year ended June 30, 2026 was provided principally by HH and Mr. Hall. Following the fourth-quarter transactions described in Notes 5, Loan payable due to Eagle, JV partner, 7, Debt, and 9, Stockholders’ equity, the Company has no outstanding indebtedness. HH beneficially owns approximately 91% of the outstanding common stock and can determine the outcome of all matters submitted to stockholders. Execution of the Company’s strategy depends on recruiting and retaining specialized personnel, developing advisory counterparties, obtaining any registrations required to conduct broker-dealer or investment advisory activities, and raising additional capital. The Company’s planned advisory and investment activities are concentrated in digital assets and other frontier verticals in financial services and technology. The loss or unavailability of those resources, or a material decline in activity in the targeted markets, could delay or prevent the commencement of principal operations. Management evaluates these concentrations at each reporting date.

Recently issued accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) — Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses regularly provided to the chief operating decision maker, an amount for other segment items, and the measure of segment profit or loss used by the chief operating decision maker, including for entities with a single reportable segment. The Company adopted ASU 2023-07 for the year ended June 30, 2025. Adoption did not have a material effect on the Company’s financial position or results of operations, and the expanded disclosures required by the standard are included under “Segments” above.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregation of the effective tax rate reconciliation into specified categories presented in both percentages and dollar amounts, and disaggregation of income taxes paid by federal, state and foreign jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and was therefore adopted by the Company effective July 1, 2025 on a prospective basis. Because the Company records a full valuation allowance against its deferred tax assets and paid no income taxes in either period, the adoption did not have a material effect on the Company’s financial position or results of operations. The expanded disclosures required by the standard are included in Note 12, Income taxes.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01").  The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. ASU 2024-03, as clarified by ASU 2025-01 is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with prospective or retrospective application permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its financial statements and related disclosures.