Note 4 – Liquidity

Management evaluates, in accordance with ASC 205-40, whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The evaluation period extends through twelve months after the date the financial statements included in this Annual Report on Form 10-K are issued.

Conditions that previously existed

In prior periods, including as of and for the year ended June 30, 2025, the Company disclosed that recurring losses from operations, an accumulated deficit, a total stockholders’ deficit and outstanding indebtedness to a related party and to its joint venture partner raised substantial doubt about the Company’s ability to continue as a going concern. As of June 30, 2025, the Company had cash of $502, total assets of $57,917 and total liabilities of $3,135,271, including a promissory note payable to a related party of $2,219,895 that had matured, accrued interest thereon of $311,550, and a loan payable to its joint venture partner of $442,251. The Company had a total stockholders’ deficit of $3,077,354 as of that date.

Alleviating transactions

During the fourth quarter of the year ended June 30, 2026, the Company completed a series of transactions that eliminated all of its outstanding indebtedness and substantially increased its cash position:

As a result of these transactions, the Company had no outstanding indebtedness as of June 30, 2026. Total liabilities as of June 30, 2026 were $272,782, consisting solely of accounts payable and accrued liabilities incurred in the ordinary course of business, none of which was past due as of that date or as of the date these financial statements were issued. As of June 30, 2026, the Company had cash of $2,105,343, prepaid expenses of $119,027 and total stockholders’ equity of $1,991,388, compared with a total stockholders’ deficit of $3,077,354 as of June 30, 2025.

Position as of June 30, 2026 and management’s conclusion

Management has evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. In connection with that evaluation, management prepared a cash flow projection covering the period from July 1, 2026 through December 31, 2027, which extends beyond one year after the date these financial statements were issued. The projection reflects the Company’s known and committed cash requirements, including settlement of the accounts payable outstanding as of June 30, 2026, the costs of completing the Company’s reporting obligations for the year ended June 30, 2026, and the recurring costs of maintaining the Company’s corporate existence and its status as a reporting company, which management estimates at approximately $125,000 per quarter. Under that projection, and under a downside scenario in which recurring and non-recurring costs are increased by 30% and no cost reductions are assumed, the Company’s existing cash is projected to be sufficient to fund its obligations as they become due throughout the evaluation period.

In addition to the quarterly expenses described above, salaries will begin to accrue on September 1, 2026. Salaries are not payable in cash until the Company completes additional strategic fundraising. The projection reflects those salaries as accrued liabilities as they arise and reflects cash settlement only upon completion of a financing. The Company has no contractual obligation to pay the accrued amounts before that time, and the offer letters are terminable at will.

The Company has no outstanding indebtedness, no debt maturities, no financial covenants and no capital commitments requiring the expenditure of cash during the evaluation period. The Company’s planned strategic initiatives, including the potential acquisition of a registered broker-dealer and any further investment in Rift, are discretionary, are not contractual obligations of the Company, and are within management’s control to defer or forgo without affecting the Company’s ability to meet its obligations as they become due.

Based on the foregoing, management has concluded that the conditions and events that previously raised substantial doubt about the Company’s ability to continue as a going concern have been alleviated, and that no substantial doubt exists as of the date these financial statements are issued.

The Company did not generate revenue during the years ended June 30, 2026 or 2025 and does not expect to generate revenue until it deploys capital in its intended lines of business. The Company expects that it will require additional capital in order to execute its business strategy at the scale contemplated by management, and there can be no assurance that such capital will be available on terms acceptable to the Company, or at all. That expectation relates to the growth and execution of the Company’s business plan and not to the Company’s ability to meet its obligations as they become due during the evaluation period.