| Schedule of restatement of previously issued financial statements |
Schedule of
restatement of previously issued financial statements
The
following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated balance
sheet for the six months ended December 31, 2025:
| | |
December 31, | | |
| | |
December 31, | |
| | |
2025 | | |
Adjustments | | |
2025 | |
| | |
| | |
| | |
(As Restated) | |
| ASSETS | |
| | | |
| | | |
| | |
| Current assets | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 8,796,111 | | |
$ | - | | |
$ | 8,796,111 | |
| Accounts receivable, net | |
| 338,023 | | |
| - | | |
| 338,023 | |
| Inventory, at cost | |
| 2,836,261 | | |
| - | | |
| 2,836,261 | |
| Note receivable | |
| 2,500,000 | | |
| - | | |
| 2,500,000 | |
| Deposits and prepaids | |
| 629,122 | | |
| 415,000 | (1) | |
| 1,044,122 | |
| Prepaid offering costs | |
| 300,000 | | |
| - | | |
| 300,000 | |
| Total current assets | |
| 15,399,517 | | |
| 415,000 | | |
| 15,814,517 | |
| | |
| | | |
| | | |
| | |
| Property and equipment, net | |
| 17,846 | | |
| - | | |
| 17,846 | |
| Operating right of use asset, net | |
| 151,619 | | |
| - | | |
| 151,619 | |
| Investment | |
| 1,400 | | |
| - | | |
| 1,400 | |
| Intangible assets – digital assets | |
| 50,672,418 | | |
| - | | |
| 50,672,418 | |
| Brand names | |
| 337,504 | | |
| - | | |
| 337,504 | |
| Goodwill | |
| 1,161,052 | | |
| - | | |
| 1,161,052 | |
| Total assets | |
$ | 67,741,356 | | |
$ | 415,000 | | |
$ | 68,156,356 | |
| | |
| | | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
| Current liabilities | |
| | | |
| | | |
| | |
| Accounts payable and accrued expenses | |
| 1,555,093 | | |
| - | | |
| 1,555,093 | |
| Dividend payable | |
| 1,038,027 | | |
| - | | |
| 1,038,027 | |
| Deferred revenue | |
| 318,700 | | |
| - | | |
| 318,700 | |
| Income tax payable | |
| 76,933 | | |
| - | | |
| 76,933 | |
| Due to related parties | |
| 16,441 | | |
| - | | |
| 16,441 | |
| Current portion of operating lease liability | |
| 153,362 | | |
| - | | |
| 153,362 | |
| Total current liabilities | |
| 3,158,556 | | |
| - | | |
| 3,158,556 | |
| | |
| | | |
| | | |
| | |
| Accrued employee benefits, non-current | |
| 37,127 | | |
| - | | |
| 37,127 | |
| Convertible notes, net | |
| 51,028,839 | | |
| (6,292,294 | )(2) | |
| 44,736,545 | |
| Total liabilities | |
$ | 54,224,522 | | |
$ | (6,292,294 | ) | |
$ | 47,932,228 | |
| | |
| | | |
| | | |
| | |
| Commitments and contingencies (Note 11) | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | | |
| | |
| Class A Common stock, $0.0128 par value; 154,237,500 shares authorized, 1,397,551 and 113,911 Class A shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively | |
| 17,889 | | |
| - | | |
| 17,889 | |
| Class B Common stock, $0.0032 par; 8,050,000 shares authorized, 201,250 Class B shares issued and outstanding at December 31, 2025 and 201,250 shares issued at June 30, 2025. | |
| 644 | | |
| - | | |
| 644 | |
| Common stock, value | |
| 644 | | |
| - | | |
| 644 | |
| Additional paid-in capital | |
| 34,084,318 | | |
| 4,336,230 | (3) | |
| 38,420,548 | |
| Accumulated other comprehensive loss | |
| (39,266 | ) | |
| (453,178 | )(4) | |
| (492,444 | ) |
| Accumulated deficit | |
| (20,546,751 | ) | |
| 2,824,242 | (5) | |
| (17,722,509 | ) |
| Total stockholders’ equity | |
| 13,516,834 | | |
| 6,707,294 | | |
| 20,224,128 | |
| Total liabilities and stockholders’ equity | |
$ | 67,741,356 | | |
$ | 415,000 | | |
$ | 68,156,356 | |
Notes
to consolidated balance sheet changes:
| (1) | Amount
was originally recorded in debt issuance costs. However, there is no debt discount recorded
when a convertible note is measured in its entirety at fair value under the Fair Value Option
under ASC 825. As such this amount was reclassified out of debt issuance costs. |
| (2) | This
represents the total amount of adjustments to the notes to mark them to fair value as of
December 31, 2025. |
| (3) | This
represents the total amount of adjustments to correct additional paid in capital primarily
related to the conversion of the notes. |
| (4) | For
changes in the fair value of the convertible notes, the portion caused by changes in the
note’s instrument-specific credit risk-the Company’s ability to fulfill that
obligation is categorized in accumulated other comprehensive income (loss). This amount represents those changes. |
| (5) | See
notes to the consolidated statement of operations and comprehensive loss below for detail of the adjustments
to accumulated deficit. |
GMEX
ROBOTICS CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The
following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated statement
of operations and comprehensive loss for the six months ended December 31, 2025:
| | |
2025 | | |
Adjustments | | |
| |
2025 | |
| | |
For the six-month period ended | |
| | |
December 31, | | |
| | |
| |
December 31, | |
| | |
2025 | | |
Adjustments | | |
| |
2025 | |
| | |
| | |
| | |
| |
As Restated | |
| Revenues: | |
| | |
| | |
| |
| |
| Merchandise revenues | |
$ | 2,730,597 | | |
$ | - | | |
| |
$ | 2,730,597 | |
| Total revenues | |
| 2,730,597 | | |
| - | | |
| |
| 2,730,597 | |
| | |
| | | |
| | | |
| |
| | |
| Cost of goods sold | |
| 1,682,237 | | |
| 227,087 | | |
(1) | |
| 1,909,324 | |
| | |
| | | |
| | | |
| |
| | |
| Gross profit | |
| 1,048,360 | | |
| (227,087 | ) | |
| |
| 821,273 | |
| | |
| | | |
| | | |
| |
| | |
| Operating expenses | |
| | | |
| | | |
| |
| | |
| Personnel expenses | |
| 670,783 | | |
| - | | |
| |
| 670,783 | |
| Consulting fees | |
| 2,934,611 | | |
| - | | |
| |
| 2,934,611 | |
| General and administrative expenses | |
| 1,114,264 | | |
| (227,087 | ) | |
(1) | |
| 887,177 | |
| Sales and marketing expenses | |
| 253,704 | | |
| - | | |
| |
| 253,704 | |
| Amortization of operating right of use asset | |
| 137,557 | | |
| - | | |
| |
| 137,557 | |
| Depreciation expenses | |
| 2,530 | | |
| - | | |
| |
| 2,530 | |
| Total operating expenses | |
| 5,113,449 | | |
| (227,087 | ) | |
| |
| 4,886,362 | |
| | |
| | | |
| | | |
| |
| | |
| Loss from operations | |
| (4,065,089 | ) | |
| - | | |
| |
| (4,065,089 | ) |
| | |
| | | |
| | | |
| |
| | |
| Other income (expenses): | |
| | | |
| | | |
| |
| | |
| IPO related-expenses | |
| (300,000 | ) | |
| - | | |
| |
| (300,000 | ) |
| Unrealized gain from marketable securities | |
| - | | |
| - | | |
| |
| - | |
| Other income, net | |
| 985 | | |
| - | | |
| |
| 985 | |
| Unrealized loss on change in fair value of digital assets | |
| (4,654,481 | ) | |
| - | | |
| |
| (4,654,481 | ) |
| Gain on change in fair value of convertible notes | |
| - | | |
| 3,086,079 | | |
(2) | |
| 3,086,079 | |
| Amortization of debt discount | |
| (263,315 | ) | |
| 263,315 | | |
(3) | |
| - | |
| Interest income | |
| 85,699 | | |
| - | | |
| |
| 85,699 | |
| Interest expense | |
| (674,034 | ) | |
| (525,152 | ) | |
(4) | |
| (1,199,186 | ) |
| Total net other expenses, net | |
| (5,805,146 | ) | |
| 2,824,242 | | |
| |
| (2,980,904 | ) |
| | |
| | | |
| | | |
| |
| | |
| | |
| | | |
| | | |
| |
| | |
| Income tax expense | |
| - | | |
| - | | |
| |
| - | |
| | |
| | | |
| | | |
| |
| | |
| Net loss | |
| (9,870,235 | ) | |
| 2,824,242 | | |
| |
| (7,045,993 | ) |
| Foreign currency adjustment | |
| (29,047 | ) | |
| - | | |
| |
| (29,047 | ) |
| Comprehensive loss | |
$ | (9,899,282 | ) | |
$ | 2,824,242 | | |
| |
$ | (7,075,040 | ) |
| | |
| | | |
| | | |
| |
| | |
| Basic and diluted net loss per share | |
$ | (16.99 | ) | |
$ | 4.86 | | |
| |
$ | (12.13 | ) |
| | |
| | | |
| | | |
| |
| | |
| Weighted average shares outstanding - basic and diluted | |
| 580,861 | | |
| 580,861 | | |
| |
| 580,861 | |
Notes
to consolidated statement of operations and comprehensive loss changes:
| (1) | Amount
related to consignment goods reserve was originally recorded in general and administrative
expenses. However, it has been recategorized to cost of goods sold. |
| (2) | This
represents the gain on change in fair value of the convertible notes under the fair value
option. |
| (3) | Debt
issuance costs were previously being amortized. Under ASC 825-10, any upfront costs and fees
(debt issuance costs) associated with a financial instrument elected for the fair value option
must be recognized in earnings immediately as incurred rather than deferred on the balance
sheet. As such this amount was reversed |
| (4) | Since
the note is carried at fair value and the valuation includes the interest portion, interest
does not need to be tracked separately. As a result it has been reversed. Additionally, $978,214
was originally recorded in debt issuance costs. Under ASC 825-10, any upfront costs and fees
(debt issuance costs) associated with a financial instrument elected for the fair value option
must be recognized in earnings immediately as incurred rather than deferred on the balance
sheet. As such this amount was recategorized to interest expense. |
GMEX
ROBOTICS CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The
following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated statement
of stockholders’ equity for the six months ended December 31, 2025:
| | |
2025 | | |
Adjustments | | |
| |
2025 | |
| | |
For the six-month period ended | |
| | |
December 31, | | |
| | |
| |
December 31, | |
| | |
2025 | | |
Adjustments | | |
| |
2025 | |
| | |
| | |
| | |
| |
As Restated | |
| Common stock amount | |
$ | 18,533 | | |
$ | - | | |
| |
$ | 18,533 | |
| Additional paid in capital | |
| 34,084,318 | | |
| 4,336,230 | | |
(1) | |
| 38,420,548 | |
| Accumulated other comprehensive loss | |
| (39,266 | ) | |
| (453,178 | ) | |
(2) | |
| (492,444 | ) |
| Accumulated deficit | |
| (20,546,751 | ) | |
| 2,824,242 | | |
(3) | |
| (17,722,509 | ) |
| Total | |
$ | 13,516,834 | | |
$ | 6,707,294 | | |
| |
$ | 20,224,128 | |
Notes
to consolidated statement of stockholders’ equity changes:
| (1) | This
represents the total amount of adjustments to correct additional paid in capital primarily
related to the conversion of the notes. |
| (2) | For
changes in the fair value of the convertible notes, the portion caused by changes in the
note’s instrument-specific credit risk-the Company’s ability to fulfill that
obligation is categorized in accumulated other comprehensive income (loss). This amounts
represent those changes. |
| (3) | See
notes in statements of operations and comprehensive loss changes |
The
following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated statement
of cash flows for the six months ended December 31, 2025:
| | |
2025 | | |
Adjustments | | |
| |
2025 | |
| | |
For the six-month period ended | |
| | |
December 31, | | |
| | |
| |
December 31, | |
| | |
2025 | | |
Adjustments | | |
| |
2025 | |
| | |
| | |
| | |
| |
As Restated | |
| Cash Flows from Operating Activities | |
| | | |
| | | |
| |
| | |
| Net loss | |
$ | (9,870,235 | ) | |
$ | 2,824,242 | | |
| |
$ | (7,045,993 | ) |
| Adjustments to reconcile net loss to net cash from operating activities: | |
| | | |
| | | |
| |
| | |
| Depreciation | |
| 2,530 | | |
| - | | |
| |
| 2,530 | |
| Amortization of right of use asset | |
| 137,557 | | |
| - | | |
| |
| 137,557 | |
| Unrealized loss on digital assets | |
| 4,654,481 | | |
| - | | |
| |
| 4,654,481 | |
| Share based compensation | |
| 1,344,663 | | |
| - | | |
| |
| 1,344,663 | |
| Gain on change in fair value of convertible notes | |
| - | | |
| (3,086,079 | ) | |
(1) | |
| (3,086,079 | ) |
| Amortization of debt discount | |
| 263,315 | | |
| (263,315 | ) | |
(2) | |
| - | |
| Changes in operating assets and liabilities | |
| | | |
| | | |
| |
| - | |
| Accounts receivable | |
| (98,052 | ) | |
| - | | |
| |
| (98,052 | ) |
| Inventory | |
| 206,368 | | |
| - | | |
| |
| 206,368 | |
| Deposits and prepaids | |
| (315,143 | ) | |
| (415,000 | ) | |
| |
| (730,143 | ) |
| Prepaid offering costs | |
| 300,000 | | |
| - | | |
| |
| 300,000 | |
| Accounts payable and accrued expenses | |
| 211,316 | | |
| (38,062 | ) | |
(3) | |
| 173,254 | |
| Deferred revenue | |
| (17,256 | ) | |
| - | | |
| |
| (17,256 | ) |
| Income tax payable | |
| (119,654 | ) | |
| - | | |
| |
| (119,654 | ) |
| Operating lease liability | |
| (145,198 | ) | |
| - | | |
| |
| (145,198 | ) |
| Accrued employee benefits | |
| 4,950 | | |
| - | | |
| |
| 4,950 | |
| Net cash from operating activities | |
| (3,440,358 | ) | |
| (978,214 | ) | |
| |
| (4,418,572 | ) |
| | |
| | | |
| | | |
| |
| | |
| Cash Flows from Investing Activities | |
| | | |
| | | |
| |
| | |
| Investment in digital assets | |
| (58,485,000 | ) | |
| - | | |
| |
| (58,485,000 | ) |
| Proceeds from sales of digital assets | |
| 3,158,101 | | |
| - | | |
| |
| 3,158,101 | |
| Investment in a company | |
| (1,400 | ) | |
| - | | |
| |
| (1,400 | ) |
| Net cash from investing activities | |
| (55,328,299 | ) | |
| - | | |
| |
| (55,328,299 | ) |
| | |
| | | |
| | | |
| |
| | |
| Cash Flows from Financing Activities | |
| | | |
| | | |
| |
| | |
| Net activity on due to related parties | |
| (151 | ) | |
| - | | |
| |
| (151 | ) |
| Funds raised in convertible notes | |
| 63,700,000 | | |
| - | | |
| |
| 63,700,000 | |
| Debt issue costs | |
| (978,214 | ) | |
| 978,214 | | |
(4) | |
| - | |
| Funds raised in new shares issue | |
| 1,925,198 | | |
| - | | |
| |
| 1,925,198 | |
| Funds raised in note payables, net | |
| 56,160 | | |
| - | | |
| |
| 56,160 | |
| Net cash from financing activities | |
| 64,702,993 | | |
| 978,214 | | |
| |
| 65,681,207 | |
| | |
| | | |
| | | |
| |
| | |
| Foreign currency adjustment | |
| (29,047 | ) | |
| - | | |
| |
| (29,047 | ) |
| | |
| | | |
| | | |
| |
| | |
| Change in cash and cash equivalents | |
| 5,905,289 | | |
| - | | |
| |
| 5,905,289 | |
| | |
| | | |
| | | |
| |
| | |
| Cash and cash equivalents at beginning of period | |
| 2,890,822 | | |
| - | | |
| |
| 2,890,822 | |
| | |
| | | |
| | | |
| |
| | |
| Cash and cash equivalents at end of period | |
$ | 8,796,111 | | |
$ | - | | |
| |
$ | 8,796,111 | |
| | |
| | | |
| | | |
| |
| | |
| Supplemental Cash Flow Information | |
| | | |
| | | |
| |
| | |
| Cash paid for interest | |
$ | 43,651 | | |
$ | - | | |
| |
$ | 43,651 | |
| Cash paid for income taxes | |
$ | 123,100 | | |
$ | - | | |
| |
$ | 123,100 | |
Notes
to consolidated statement of cash flows:
| (1) | This
represents the gain on change in fair value of the convertible notes under the fair value
option. |
| (2) | Debt
issuance costs were previously being amortized. Under ASC 825-10, any upfront costs and fees
(debt issuance costs) associated with a financial instrument elected for the fair value option
must be recognized in earnings immediately as incurred rather than deferred on the balance
sheet. As such this amount was reversed |
| (3) | Immaterial
correction. |
| (4) | Amounts
were originally recorded in debt issuance costs. Under ASC 825-10, any upfront costs and
fees (debt issuance costs) associated with a financial instrument elected for the fair value
option must be recognized in earnings immediately as incurred rather than deferred on the
balance sheet. As such these amounts was recategorized to statement of operations and comprehensive
loss changes. |
|