3. GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business.

As of June 30, 2026, the Company had cash and cash equivalents of $380,773 and has experienced recurring operating losses. The Company also has significant outstanding debt obligations, including approximately $7.4 million of promissory notes scheduled to mature on December 8, 2026, and a demand promissory note payable to Laya Management Corporation with an outstanding principal balance of approximately $2.6 million, for which a demand for repayment has been received.

Management has evaluated these conditions, together with its current operating activities, anticipated cash flows, available assets, and plans to address the Company’s financing obligations, in accordance with ASC 205-40, Presentation of Financial Statements — Going Concern.

As part of this assessment, management has prepared a 12-month cash flow forecast commencing November 2026. The forecast projects approximately $1.72 million in cash inflows, consisting of $222,000 in rental revenues and $1.5 million in anticipated proceeds from the sale of the Casamora administrative building. Projected cash outflows total approximately $1.41 million, including operating expenditures, interest payments, and planned principal repayments totaling $1 million toward obligations owed to BOS Investments Inc. and Laya Management Corporation.

The forecast reflects projected positive net cash flows of approximately $315,400 over the 12-month period. Management’s liquidity strategy includes the continued generation of rental revenues, monetization of selected real estate assets, management of operating expenditures, and negotiated repayment or restructuring arrangements with existing creditors including divesting of Chial Mountain Ltd and its related debts.

Management has also determined that the remaining $2 million of previously contemplated financing under the BOS facility will not be pursued. Accordingly, these undrawn funds have not been included in the Company’s projected cash inflows or its assessment of available liquidity.

Management continues to evaluate and negotiate the terms of its outstanding debt obligations, including those scheduled to mature in December 2026 and the demand obligation payable to Laya Management Corporation. The Company’s cash flow forecast contemplates partial repayment of certain obligations and the management of remaining balances through negotiated arrangements with creditors.

Based on management’s evaluation of its operating forecasts, anticipated asset monetization, and debt management plans, management believes that these measures, upon satisfactory confirmation of their implementation and effectiveness, are sufficient to alleviate substantial doubt about the Company’s ability to continue as a going concern for the twelve-month period following the issuance of these financial statements.

The Company’s ability to execute these plans remains subject to certain risks and uncertainties, including the timing and realization of anticipated property sale proceeds, continued operating cash flows, and the successful negotiation of outstanding debt obligations.

The accompanying consolidated financial statements do not include adjustments to the recoverability or classification of assets and liabilities that might be necessary if the Company were unable to continue as a going concern.