NOTE 9. RELATED PARTY TRANSACTIONS

Advances from Related Parties

On May 9, 2024, Quantum Ventures, a related party, transferred 935 shares of Common Stock to pay for $47,750 of interest in connection with the Short-Term Notes that were payable to the sellers of AtlasClearing. The Company agreed to reimburse Quantum Ventures for the value of the shares plus 13% interest; as such a payable of $55,087 is due and payable to Quantum Ventures. This amount is reflected on the balance sheet as stock payable to related party as of June 30, 2026 and 2025.

As of June 30, 2026 and 2025, amounts due to Executive Chairman for advances made were $20,000 and $15,000, respectively, and are included in Accounts and payables to officers/directors on the balance sheet.

As of June 30, 2026 and 2025, amounts due to the President for advances made were $27,300 and $20,000, respectively, and are included in Accounts and payables to officers/directors on the balance sheet.

As of June 30, 2026 and 2025, $0 and $164,088, respectively of payables to former officers and directors prior to the Business Combination are included in Accounts and payables to officers/directors on the balance sheet.

Note Financing

In September 2025, the Company entered into the September Securities Purchase Agreements, as defined and described in Note 10 below. $1,050,000 and $1,000,000, respectively, of the aggregate purchase price amount of the Convertible Notes sold pursuant to the September-Securities Purchase Agreements were sold to Sixth Borough Capital Fund, LP, an entity controlled by Robert D. Keyser, Jr., who is a member of the Company’s board of directors, and to Sandip Patel, the Company’s General Counsel, Chief Financial Officer and a member of the Company’s board of directors.

On October 8, 2025, the Company repaid the principal to Sandip Patel $1,200,000 in cash and to Sixth Borough Capital Fund, LP, $640,000 in cash and $500,000 through the issuance of Units sold pursuant to the Equity SPA. As such, as of June 30, 2026, no amounts are due under the Convertible Notes sold pursuant to the September Securities Purchase agreement held by Sandip Patel and Sixth Borough Capital Fund, LP.

Other related party transactions

On July 17, 2025, the Company issued 800,000 shares of Common Stock to Sandip I. Patel, P.A., a law firm that is wholly owned by Sandip I. Patel, the Company’s General Counsel, Chief Financial Officer and a member of the Company’s board of directors, as consideration for legal and consulting services provided to the Company prior to his employment. The shares were valued based on the closing price of the date of issuance of $0.21 for a total value of $169,920.

Twelve subordinated loan agreements totaling $1,930,000 are with current and former shareholders and debt holders of the AtlasClearing. $1,280,000 of the loans are no longer treated as related parties. The $250,000 note from SureRoute is a related party transaction as the Executive Chairman of the Company is the beneficial owner of SureRoute. Interest expense associated with the subordinated borrowings totaled $154,100 during the year ended June 30, 2026. As of June 30, 2026 interest payable on the subordinated notes was $40,125.

Debenture

On August 4, 2025, the Company entered into a securities purchase agreement (“August Securities Purchase Agreement”) with an institutional investor (the “Holder”) controlled by Robert D.Keyser, Jr., a member of our board of directors, under which the Company agreed to issue and sell, in a private placement, a Series A convertible debentures (the “Debenture”) for an aggregate principal amount of $500,000, for a gross purchase price of $490,000, net of legal fees. The Debenture bears 10% interest and originally was to mature on August 3, 2026. On September 11, 2026, the Company and the Holder entered into an amendment to the Debenture, extending the maturity date to February 3, 2027. The Holder is entitled to convert the unpaid principal amount of the Debenture, plus accrued interest and penalties, at any time $0.15 per share. If, at any time, the Company receives financing from third party (excluding the Holder), the Company is required to pay to the Holder, in the form of cash, equity, or a combination of the two, solely at the discretion of the Holder, one hundred percent (100%) of the proceeds raised from the third party until such time as the face amount of the Debenture has been paid in full.

The Debenture is within the scope of ASC 470-10 and is not an ASC 480 liability. The Company did not elect the fair value option under ASC 825-10. The instrument contains two embedded derivatives—the conversion option and the event-of-default feature—each of which requires bifurcation and separate measurement at fair value through earnings. Other redemption and prepayment features are clearly and closely related and remain within the debt host. The Debenture is therefore recognized net of a debt discount, with the derivative liabilities recorded separately and subsequently remeasured to fair value through earnings. Interest expense will be recognized using the effective-interest method.

The Company recognized the discount of $362,067 at issuance consisting of the fair value of the derivative at issuance of $352,067, and $10,000 of transaction cost paid at closing. As a result, the Company recognized $331,895 in amortized debt discount and $45,833 in interest expense for the year ended June 30, 2026. The balance as of June 30, 2026 is $515,661 net of $30,172 of unamortized debt discount. See note 15 for additional disclosure regarding fair value of the derivative.