Exhibit 99.2
GMEX Robotics Corporation
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Six-month periods ended
December 31, 2025 and 2024
GMEX ROBOTICS CORPORATION
FOR THE SIX-MONTH PERIODS ENDED DECEMBER 31, 2024 AND 2023
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
GMEX ROBOTICS CORPORATION
CONSOLIDATED BALANCE SHEETS
| December 31, | June 30, | |||||||
| 2025 | 2025 | |||||||
| (Unaudited) | ||||||||
| (As Restated) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventory, at cost | ||||||||
| Note receivable | ||||||||
| Deposits and prepaids | ||||||||
| Prepaid offering costs | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating right of use asset, net | ||||||||
| Investment | ||||||||
| Intangible assets – digital assets | ||||||||
| Brand names | ||||||||
| Goodwill | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Dividend payable | ||||||||
| Deferred revenue | ||||||||
| Income tax payable | ||||||||
| Due to related parties | ||||||||
| Current portion of operating lease liability | ||||||||
| Total current liabilities | ||||||||
| Accrued employee benefits, non-current | ||||||||
| Convertible notes, at fair value | ||||||||
| Operating lease liability, less current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 11) | ||||||||
| Stockholders’ equity: | ||||||||
| Class A Common stock, $ par value; shares authorized, and Class A shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively | ||||||||
| Class B Common stock, $ par; shares authorized, Class B shares issued and outstanding at December 31, 2025 and shares issued at June 30, 2025. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-2 |
GMEX ROBOTICS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| For the six-month period ended | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (As Restated) | ||||||||
| Revenues: | ||||||||
| Merchandise revenues | $ | $ | ||||||
| Total revenues | ||||||||
| Cost of goods sold | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Personnel expenses | ||||||||
| Consulting fees | ||||||||
| General and administrative expenses | ||||||||
| Sales and marketing expenses | ||||||||
| Amortization of operating right of use asset | ||||||||
| Depreciation expenses | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expenses): | ||||||||
| IPO related-expenses | ( | ) | ( | ) | ||||
| Unrealized gain from marketable securities | ||||||||
| Other income, net | ||||||||
| Unrealized loss on change in fair value of digital assets | ( | ) | ||||||
| Gain on change in fair value of convertible notes | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total net other expenses, net | ( | ) | ( | ) | ||||
| Loss before taxes | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Foreign currency adjustment | ( | ) | ||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted net loss per share | $ | ) | $ | ) | ||||
| Weighted average shares outstanding - basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-3 |
GMEX ROBOTICS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE SIX-MONTH PERIOD ENDED DECEMBER 31, 2025
(UNAUDITED)
| Common Stock | Subscription Receivable | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Income (Loss) | Deficit | Total | |||||||||||||||||||||||||
| Balance June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Share issued for conversion of notes payable | - | |||||||||||||||||||||||||||||||
| Share issued for cash | - | |||||||||||||||||||||||||||||||
| Shares issued for services | - | |||||||||||||||||||||||||||||||
| Dividend declared | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Adjustment related to convertible notes at fair value | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
GMEX ROBOTICS CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE SIX-MONTH PERIOD ENDED DECEMBER 31, 2024
(UNAUDITED)
| Common Stock | Subscription Receivable | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Income (Loss) | Deficit | Total | |||||||||||||||||||||||||
| Balance June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-4 |
GMEX ROBOTICS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the six-month period ended | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (As Restated) | ||||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash from operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of right of use asset | ||||||||
| Unrealized gain on investments | ( | ) | ||||||
| Unrealized loss on digital assets | ||||||||
| Share based compensation | ||||||||
| Gain on change in fair value of convertible notes | ( | ) | ||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ||||||
| Capital Receivables of Convertible Notes | ||||||||
| Deposits and prepaids | ( | ) | ( | ) | ||||
| Prepaid offering costs | ||||||||
| Deferred tax asset | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Deferred revenue | ( | ) | ||||||
| Income tax payable | ( | ) | ( | ) | ||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Accrued employee benefits | ||||||||
| Net cash from operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Investment in digital assets | ( | ) | ||||||
| Proceeds from sales of digital assets | ||||||||
| Investment in a company | ( | ) | ||||||
| Net cash from investing activities | ( | ) | ||||||
| Cash Flows from Financing Activities | ||||||||
| Net activity on due to related parties | ( | ) | ( | ) | ||||
| Funds raised in convertible notes | ||||||||
| Funds raised in new shares issue | ||||||||
| Funds raised in note payables, net | ||||||||
| Net cash from financing activities | ||||||||
| Foreign currency adjustment | ( | ) | ||||||
| Change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental Cash Flow Information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-5 |
GMEX ROBOTICS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
| For the six-month period ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| (As Restated) | ||||||||
| Non-Cash Investing and Financing Activities | ||||||||
| Share issued for conversion of note payable | $ | $ | ||||||
| F-6 |
GMEX ROBOTICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Organization and principal activities
GMEX Robotics Corporation (the “Company”) was incorporated in the Cayman Islands on April 11, 2022 under the Companies Act as an exempted company with limited liability, and on March 5, 2026, the Company has completed its redomiciliation from the Cayman Islands to the British Virgin Islands as a BVI business company (the “BVI Company”). The redomiciliation was approved by the shareholders of the Company at the Company’s extraordinary general meeting of shareholders on December 12, 2025. In addition, on March 11, 2026, the Company rebranded its company name from Fitell Corporation to GMEX Robotics. The rebrand reflects a deliberate strategic evolution of the Company’s mission, extending its consumer-first foundation beyond fitness equipment e-commerce into the design and deployment of AI-powered robotics and intelligent consumer technologies.
The Company conducts its primary operations of selling gym and fitness equipment in Australia through its indirectly held, wholly owned subsidiaries that are incorporated and domiciled in Australia, namely GD Wellness Pty Ltd (“GD”). The Company holds GD via a wholly owned subsidiary, named KMAS Capital and Investment Pty Ltd (“KMAS”) which was incorporated and is domiciled in Australia.
Details of the Company and its subsidiaries are set out in the table as follows:
| Percentage of effective ownership | Place of incorporation | |||||||||||||
| Name | Date of incorporation | December 31, 2025 | June 30, 2025 | or latest redomestication | Principal activities | |||||||||
| GMEX Robotics Corporation (formerly known as Fitell Corporation) | ||||||||||||||
| KMAS Capital and Investment Pty Ltd | % | % | ||||||||||||
| GD Wellness Pty Ltd | % | % | ||||||||||||
| F-7 |
GMEX ROBOTICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
2. Summary of significant accounting policies
Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission (“SEC”). The accompany unaudited interim consolidated financial statements have been prepared using the accrual basis of accounting in accordance with US GAAP and presented in US dollars. The year end is June 30. In the opinion of management, all adjustments consists of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year, or for any future periods.
Basis of Consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.
Use of Estimates
The preparation of consolidated financial statements in conformity with US 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Significant accounting estimates and assumptions are as follows:
Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which losses can be used in the future. Additionally, the Group recognizes deferred taxes based on temporary differences determined from the tax base and the carrying amount of certain assets and liabilities, using the rates in force. Management’s significant professional judgment is required to determine the deferred income and social contribution tax assets to be recognized based on reasonable timing and future taxable profit level jointly with future tax planning strategies.
The Company regularly assesses the impairment indicators of goodwill and intangible assets with indefinite useful lives. Determination of the recoverable amount of the cash-generating unit to which goodwill was attributed also includes the use of estimates and requires significant judgment by management.
The Company assesses the aggregate relative fair values of the warrants by using the Black-Scholes model, which to some extent, also requires judgement by management.
Revenue Recognition
The
Company generates it main income source from the sales of merchandise, which includes the sales of various gym equipment and fitness
products. It recognizes this merchandise revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “Revenue
from contracts with customers,” (Topic 606). Revenue is recognized when a customer obtains control of promised goods or services.
In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts
with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for
those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised
goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct
in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv)
allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies
each performance obligation. The Company’s main revenue stream is from sales of products. The Company recognizes as revenues the
amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied
or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically
upon shipment. The Company offers refunds, repairs and replacements in accordance with the Australian Consumer Law. The Company also
provides
The Company also occasionally sells various consumable products. These products include, but are not limited to, coffee and nutritional supplement products. Similar to the aforesaid merchandise revenue, it also recognizes the revenue in accordance with Topic 606 upon shipment. If the Company provided a sales discount or allowed sales returns, it is recognized against its revenues in the same period as the original sales transaction.
| F-8 |
GMEX ROBOTICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Stock-based Compensation
The Company records stock-based compensation in accordance with the provisions of the Accounting Standards Codification (“ASC”) 718, “Accounting for Stock Compensation,” which establishes accounting standards for the transaction in which an entity exchanges its equity instruments for goods or services. In accordance with guidance provided under ASC 718, the Company recognizes an expense for the fair value of its stock awards at the time of the grant and the fair value of its outstanding stock options as they vest, whether held by employees or others. During the six-month periods ended December 31, 2025 and 2024, the Company has issued and shares for services, respectively, and the value of those shares were determined at the prevailing market prices at the time of issuing.
Customer Loyalty program
For certain sales transactions, the Company offers loyalty points to its customer based on the dollar value of the transaction which gives the customer the option to acquire additional goods or services at a price that is lower than its stand-alone selling price. In accordance with Topic 606, the Company evaluates whether these loyalty points constitute separate performance obligations and the need to allocate the transaction price between revenue and performance obligation. As of December 31, 2025 and June 30, 2025, the Company does not believe that any separate performance obligation under the loyalty program is material.
Deferred Revenue
The
Company recognized the deposits received from its customers as deferred revenue if the goods or service is not delivered. It would be
recognized as revenue after the goods or service is delivered. During the six-month periods ended December 31, 2025 and 2024, a total
of $
Fair Value Option (“FVO”) Election
The Company entered into convertible notes payable, at fair value on September 23, 2025, October 8, 2025, and November 7, 2025 (the “Convertible Notes at Fair Value”). As permitted under ASC 825, Financial Instruments (“ASC 825”), the Company elected the FVO to account for the Convertible Notes at Fair Value. In accordance with ASC 825, the Company recorded them at fair value. The FVO may be applied instrument by instrument, but it is irrevocable. Subsequent changes in fair value would be recorded as a separate line in the consolidated statements of operations and comprehensive loss. As a result of applying the FVO, direct costs and fees related to the Convertible Notes at Fair Value were expensed as incurred. The Company concluded it was appropriate to apply the FVO to Convertible Notes at Fair Value because they are liabilities that are not, in whole or in part, classified as a component of stockholders’ equity. In addition, the Convertible Notes at Fair Value met other applicable criteria for electing the FVO under ASC 825.
Fair Value Measurements
The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:
Level 1 - Quoted prices for identical assets or liabilities in active markets.
Level 2 - Inputs other than quoted prices within Level 1 that are observable either directly or indirectly, including quoted prices in markets that are not active, quoted prices in active markets for similar assets or liabilities, and observable inputs other than quoted prices such as interest rates or yield curves.
Level 3 - Unobservable inputs reflecting management’s view about the assumptions that market participants would use in pricing the asset or liability.
Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.
As of December 31, 2025, the Company has outstanding convertible notes payable held a fair value and the estimated fair values of these instruments approximated their carrying values due to their relatively short maturities.
Financial Instruments Recorded at Fair Value
The following tables present the Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value (in thousands):
| Fair Value Measurements at December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Digital Assets (Refer Note 5) | $ | $ | $ | $ | ||||||||||||
| Investment | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Liabilities: | ||||||||||||||||
| Convertible Notes at Fair Value (Refer Note 10) | $ | $ | $ | $ | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Fair Value Measurements at June 30, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Digital Assets (Refer Note 5) | $ | $ | $ | $ | ||||||||||||
| Investments | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Liabilities: | ||||||||||||||||
| Convertible Notes at Fair Value (Refer Note 10) | $ | $ | $ | $ | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
| F-9 |
GMEX ROBOTICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Convertible notes payable, at fair value
The following table shows the change in the fair value of the Convertible Notes measured at Fair Value:
| Convertible Note payable at fair value | ||||
| Balance as of June 30, 2024 | $ | |||
| Issuance of convertible notes at fair value | ||||
| Gain on extinguishment of debt recorded as a capital transaction | ||||
| Change in fair value of related party note and convertible notes at fair value | ||||
| Balance as of June 30, 2025 | $ | |||
| Balance as of June 30, 2025 | $ | |||
| Issuance of convertible notes at fair value | ||||
| Change in fair value of Convertible Notes at Fair Value | ( | ) | ||
| Conversion into common stock | ( | ) | ||
| Balance as of December 31, 2025 | $ | |||
The Company accounts for its convertible debt under the fair value option. At the issuance date of the Convertible Notes at Fair Value, the Company determined that the fair value approximated the principal amount.
The measurement of fair value of the Convertible Notes at Fair Value as of December 31, 2025 was estimated based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company used a Monte Carlo Simulation Model, which incorporates estimates and assumptions concerning the Company’s prospects and market indications to estimate the value of the Convertible Notes at Fair Value. The Convertible Notes at Fair Value are classified as Level 3 as there were no quotable prices for identical assets or quoted prices for similar instruments. Significant inputs and results arising from the Monte Carlo Simulation process are as follows for the Convertible Notes at Fair Values:
| Inception Date | Inception Date | Inception Date | ||||||||||
| September 23, 2025 | October 8, 2025 | November 7, 2025 | ||||||||||
| Note | Note | Note | ||||||||||
| Underlying market price on valuation date | $ | $ | $ | |||||||||
| Effective contractual conversion rates | $ | $ | $ | |||||||||
| Contractual term to maturity | ||||||||||||
| Market volatility: | ||||||||||||
| Volatility | % | % | % | |||||||||
| Discount rate | % | % | % | |||||||||
| Risk-free rate | % | % | % | |||||||||
| Period Ended | ||||
| December 31, 2025 | ||||
| Underlying market price on valuation date | $ | |||
| Effective contractual conversion rates | $ | |||
| Contractual term to maturity | ||||
| Market volatility: | ||||
| Volatility | ||||
| Discount rate | % | |||
| Risk-free rate | % | |||
Fair Value of Financial Instruments
ASC subtopic 825-10, Financial Instruments requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
| F-10 |
GMEX ROBOTICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Digital assets
Since
September 2025, the Company has begun investing in digital assets. The digital assets are initially recorded at cost and are subsequently
remeasured on the consolidated balance sheet at fair value. As of December 31, 2025, the Company held $
The Company determines and records the fair value of their digital assets in accordance with ASC Topic 820, “Fair Value Measurement”, based on quoted prices on the active exchange(s) that they have determined is the principal market for such assets (Level 1 inputs). The Company determines the cost basis of their digital assets using the cost at the time of acquisition of each unit received. Realized and unrealized gains and losses are recorded in the Company’s consolidated statements of operations and comprehensive loss.
The Company accounts for its digital assets, which are comprised of cryptocurrencies and stablecoins, as indefinite-lived intangible assets. The Company’s digital assets are initially recorded at cost. Under the adoption of ASU 2023-08 on July 1, 2025, cryptocurrencies and stablecoins are measured at fair value as of each reporting period. The Company determines the fair value of its bitcoin based on quoted (unadjusted) prices on the BitGo, the exchange that the Company has determined is its principal market for cryptocurrencies and stablecoins (Level 1 inputs). Changes in fair value are recognized as incurred in the Company’s consolidated statements of operations and comprehensive loss.
Marketable Securities
The
Company accounts for investments in marketable securities in accordance with ASC Topic 825, Financial Instruments. The investments
held by the Company during the six-month period ended December 31, 2024, are treated as trading securities with the realized or unrealized
gains and losses reflected in Other income/(expense) on the consolidated statements of operations and comprehensive loss. During the
six-month periods ended December 31, 2025 and 2024, the Company recorded an unrealized loss on investments in marketable securities of
and $
Marketable securities are stated at fair value in accordance with ASC Topic 321, Investments- Equity Securities. Any changes in the fair value of the Company’s marketable securities are included in net income (loss) under the caption of Unrealized gain (loss) from marketable securities. The market value of the securities is determined using prices as reflected on an established market, using Level 1 fair value inputs. Realized and unrealized gains and losses are determined on an average cost basis. The marketable securities are in investment in shares of a publicly traded security which is traded on the Hong Kong exchange. The investments in marketable securities totals and as of December 31, 2025 and June 30, 2025, respectively.
Advertising and Promotion
The
Company follows the policy of charging the costs of advertising, marketing, and public relations to expense as incurred. The Company
has $
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination.
The Company has adopted ASC 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the consolidated financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Accounts Receivable
The
Company has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure
the expected credit losses, trade receivables have been grouped based on days overdue. Account balances deemed to be uncollectible are
charged to bad debt expense and included in the allowance after all means of collection have been exhausted and the potential for recovery
is considered remote. As of December 31, 2025 and June 30, 2025, the Company has considered that
Inventory
Inventory consists of only finished goods and are stated at the lower of cost and net realizable value on a ‘first in first out’ basis. Cost comprises of direct materials and delivery costs, direct labor, import duties and other taxes, and an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity. Costs of purchased inventory are determined after deducting rebates and discounts received or receivable.
Stock in transit is stated at the lower of cost and net realizable value. Cost comprises purchase and delivery costs, net of rebates and discounts received or receivable.
Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
The
Company records an allowance for potentially excess and obsolete inventory based upon recent sales history, the quantity of inventory
on-hand, and a forecast of potential use of the inventory. The Company periodically reviews inventory to identify excess quantities and
part numbers that are experiencing a reduction in demand. Any part numbers with quantities identified during this process are reserved
for at rates based upon management’s judgment, historical rates, and consideration of possible scrap and liquidation values which
may be as high as 100% of cost if no liquidation market exists for the part. During the six-month period ended December 31, 2025, there
was a one-off stock allowance expense related to some slow-moving consignment stock of $
| F-11 |
GMEX ROBOTICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note Receivable
On
August 2, 2023, the Company entered into a loan agreement with an independent third party (“Borrower”), in which, the
Company has lent $
Property and Equipment
Property
and equipment is stated at cost, net of depreciation. Depreciation is provided over the estimated useful lives of the related assets
using the straight-line method. Depreciation expense totaled $
Impairment Policy of Long-Lived Assets
Potential impairments of long lived assets are reviewed when events or changes in circumstances indicate a potential impairment may exist. In accordance with ASC Subtopic 360-10, “Property, Plant and Equipment – Overall”, impairment is determined when estimated future undiscounted cash flows associated with an asset are less than asset’s carrying value.
Intangible Assets
The
Company’s intangible assets consist of brand names and goodwill. At December 31, 2025 and June 30, 2025, the Company had brand
names and goodwill with costs of approximately $
The Company computes income per common share, in accordance with ASC Topic 260, Earnings Per Share, which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. For the six-month periods ended December 31, 2025 and 2024, the calculation is also reflective of the effects of the 1-for-16 share consolidation which was effective on September 23, 2025 and the 1-for-8 share class A shares consolidation and 1-for-2 share class B shares which were effective on January 8, 2026. As of December 31, 2025 and 2024, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of loss per share as their effect would have been anti-dilutive.
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Convertible notes payable | ||||||||
| Total common stock equivalents | ||||||||
Comprehensive Income (loss)
ASC
Topic 220, Comprehensive Income, establishes standards for reporting comprehensive income and its components. Comprehensive income
or loss is defined as the change in equity during a period from transactions and other events from non-owner sources. The component of
comprehensive loss totaling $
Foreign Currencies
The Company determined that its functional currency is the Australian dollar since the Australian dollar is the currency of the environment in which the Company primarily generates and expends cash; however, the Company’s reporting currency is the U.S. dollar. Foreign currency transaction gains and losses represent gains and losses resulting from transactions entered into in a currency other than the functional currency of the Company. These transaction gains and losses, if any, are included in results of operations.
| F-12 |
GMEX ROBOTICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Leases
The Company accounts for leases in accordance with ASC Topic 842, Lease. Operating lease right-of-use assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented on the consolidated statements of operations and comprehensive loss.
As permitted under ASC Topic 842, the Company has made an accounting policy election not to apply the lease recognition provision to short term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. The Company did not have any short-term leases at December 31, 2025 and June 30, 2025.
Convertible notes
The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including certain convertible instruments and contracts on an entity’s own equity. ASU 2020-06 removes the separation models required for convertible debt with cash conversion features and convertible instruments with beneficial conversion features. It also removes certain settlement conditions that were required for equity for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation for convertible instruments. Accordingly, the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The Company selected the fair value option for its convertible notes payable. The notes are carried at fair value, with changes in fair value recognized in other income (expense), net, in the consolidated statements of operations. Accordingly, no beneficial conversion feature, debt discount, or issuance cost amortization is recognized subsequent to the election of the fair value option.
Segment Reporting
ASC
280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments
are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating
decision maker is the Company’s Chief Executive Officer (the “CODM”), who makes resource allocation decisions and assesses
performance based on financial information prepared on a consolidated basis, accompanied by disaggregated information about revenues,
gross profit and operating loss by the one identified reportable segments. The Company’s business includes only
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires all public entities, including public entities with a single reportable segment, to expand disclosures, on an annual and interim basis, about reporting segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker users reported segment profit or loss information in assessing segment performance and allocating resources. ASU 2023-07 is to be applied retrospectively to all prior periods presented in the financial statements with an effective date for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of ASU 2023-07 had no impact on the Company’s consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires enhanced income tax disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregation information related to income taxes paid, income or loss from continuing operations before income tax expenses or benefit, and income tax expense or benefit from continuing operations. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company has adopted this pronouncement on its related disclosures for the six-month period ended December 31, 2025, which did not have a material impact.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| F-13 |
GMEX ROBOTICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Going Concern
The consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue trading, realize its assets and discharge its liabilities in the ordinary course of business for a period of at least 12 months from the date that these consolidated financial statements are approved.
The Directors note that:
| ● | The
Company made a loss of $ |
| ● | The
Company held cash and cash equivalents of $ |
| ● | The
Company incurred a net cash outflow from operating activities of $ |
In assessing the appropriateness of using the going concern assumption, the Directors have noted:
| ● | There are reasonable grounds to believe that the Company will be able to continue as a going concern as the Directors are satisfied that the Company will be able to either secure additional working capital as required through raising additional capital or reducing the Company’s discretionary spending; |
| ● | Accordingly, the directors consider it appropriate to prepare the consolidated financial statements on a going concern basis. |
Whilst the Directors remain confident in the Company’s ability to access further working capital through debt, equity or asset sales if required, there remains material uncertainty as to whether the Company will continue as a going concern.
Had the going concern basis not been used, adjustments would need to be made relating to the recoverability and classification of certain assets, and the classification and measurement of certain liabilities to reflect the fact that the Company may be required to realize its assets and settle its liabilities other than in the ordinary course of business, and at amounts different from those stated in the consolidated financial statements.
Subsequent Events
In accordance with ASC Topic 855, Subsequent Events, the Companies evaluated subsequent events through the date the consolidated financial statements were available for issue.
| F-14 |
GMEX ROBOTICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. Restatement of previously issued financial statements
Subsequent to the Company’s filing of its Half Year Report on Form 6-K for the six months ended December 31, 2025, with the Securities and Exchange Commission on April 17, 2026, the Company performed an evaluation of its accounting in relation to the Series A and Series C Convertible Notes. The evaluation of the notes under ASC 815 resulted in the determination there were certain features not clearly and closely related to the host debt instrument. As such these notes contain embedded derivatives that result in liability classification. These derivatives were not accounted for in the Original Form 6-K. The Company has elected the FVO to fair value the convertible notes under the guidance in ASC 825.
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 | $ | $ | $ | |||||||||
| Accounts receivable, net | ||||||||||||
| Inventory, at cost | ||||||||||||
| Note receivable | ||||||||||||
| Deposits and prepaids | (1) | |||||||||||
| Prepaid offering costs | ||||||||||||
| Total current assets | ||||||||||||
| Property and equipment, net | ||||||||||||
| Operating right of use asset, net | ||||||||||||
| Investment | ||||||||||||
| Intangible assets – digital assets | ||||||||||||
| Brand names | ||||||||||||
| Goodwill | ||||||||||||
| Total assets | $ | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable and accrued expenses | ||||||||||||
| Dividend payable | ||||||||||||
| Deferred revenue | ||||||||||||
| Income tax payable | ||||||||||||
| Due to related parties | ||||||||||||
| Current portion of operating lease liability | ||||||||||||
| Total current liabilities | ||||||||||||
| Accrued employee benefits, non-current | ||||||||||||
| Convertible notes, net | ( | )(2) | ||||||||||
| Total liabilities | $ | $ | ( | ) | $ | |||||||
| Commitments and contingencies (Note 11) | ||||||||||||
| Stockholders’ equity: | ||||||||||||
| Class A Common stock, $ par value; shares authorized, and Class A shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively | ||||||||||||
| Class B Common stock, $ par; shares authorized, Class B shares issued and outstanding at December 31, 2025 and shares issued at June 30, 2025. | ||||||||||||
| Additional paid-in capital | (3) | |||||||||||
| Accumulated other comprehensive loss | ( | ) | ( | )(4) | ( | ) | ||||||
| Accumulated deficit | ( | ) | (5) | ( | ) | |||||||
| Total stockholders’ equity | ||||||||||||
| Total liabilities and stockholders’ equity | $ | $ | $ | |||||||||
Notes to consolidated balance sheet changes:
| (1) | ||
| (2) | ||
| (3) | ||
| (4) | ||
| (5) |
| F-15 |
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:
| For the six-month period ended | ||||||||||||||
| December 31, | December 31, | |||||||||||||
| 2025 | Adjustments | 2025 | ||||||||||||
| As Restated | ||||||||||||||
| Revenues: | ||||||||||||||
| Merchandise revenues | $ | $ | $ | |||||||||||
| Total revenues | ||||||||||||||
| Cost of goods sold | (1) | |||||||||||||
| Gross profit | ( | ) | ||||||||||||
| Operating expenses | ||||||||||||||
| Personnel expenses | ||||||||||||||
| Consulting fees | ||||||||||||||
| General and administrative expenses | ( | ) | (1) | |||||||||||
| Sales and marketing expenses | ||||||||||||||
| Amortization of operating right of use asset | ||||||||||||||
| Depreciation expenses | ||||||||||||||
| Total operating expenses | ( | ) | ||||||||||||
| Loss from operations | ( | ) | ( | ) | ||||||||||
| Other income (expenses): | ||||||||||||||
| IPO related-expenses | ( | ) | ( | ) | ||||||||||
| Unrealized gain from marketable securities | ||||||||||||||
| Other income, net | ||||||||||||||
| Unrealized loss on change in fair value of digital assets | ( | ) | ( | ) | ||||||||||
| Gain on change in fair value of convertible notes | (2) | |||||||||||||
| Amortization of debt discount | ( | ) | (3) | |||||||||||
| Interest income | ||||||||||||||
| Interest expense | ( | ) | ( | ) | (4) | ( | ) | |||||||
| Total net other expenses, net | ( | ) | ( | ) | ||||||||||
| Loss before taxes | ( | ) | ( | ) | ||||||||||
| Income tax expense | ||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||
| Foreign currency adjustment | ( | ) | ( | ) | ||||||||||
| Comprehensive loss | $ | ( | ) | $ | $ | ( | ) | |||||||
| Basic and diluted net loss per share | $ | ) | $ | $ | ) | |||||||||
| Weighted average shares outstanding - basic and diluted | ||||||||||||||
Notes to consolidated statement of operations and comprehensive loss changes:
| (1) | ||
| (2) | ||
| (3) | ||
| (4) |
| F-16 |
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:
| For the six-month period ended | ||||||||||||||
| December 31, | December 31, | |||||||||||||
| 2025 | Adjustments | 2025 | ||||||||||||
| As Restated | ||||||||||||||
| Common stock amount | $ | $ | $ | |||||||||||
| Additional paid in capital | (1) | |||||||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | (2) | ( | ) | |||||||
| Accumulated deficit | ( | ) | (3) | ( | ) | |||||||||
| Total | $ | $ | $ | |||||||||||
Notes to consolidated statement of stockholders’ equity changes:
| (1) | ||
| (2) | ||
| (3) |
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:
| For the six-month period ended | ||||||||||||||
| December 31, | December 31, | |||||||||||||
| 2025 | Adjustments | 2025 | ||||||||||||
| As Restated | ||||||||||||||
| Cash Flows from Operating Activities | ||||||||||||||
| Net loss | $ | ( | ) | $ | $ | ( | ) | |||||||
| Adjustments to reconcile net loss to net cash from operating activities: | ||||||||||||||
| Depreciation | ||||||||||||||
| Amortization of right of use asset | ||||||||||||||
| Unrealized loss on digital assets | ||||||||||||||
| Share based compensation | ||||||||||||||
| Gain on change in fair value of convertible notes | ( | ) | (1) | ( | ) | |||||||||
| Amortization of debt discount | ( | ) | (2) | |||||||||||
| Changes in operating assets and liabilities | - | |||||||||||||
| Accounts receivable | ( | ) | ( | ) | ||||||||||
| Inventory | ||||||||||||||
| Deposits and prepaids | ( | ) | ( | ) | ( | ) | ||||||||
| Prepaid offering costs | ||||||||||||||
| Accounts payable and accrued expenses | ( | ) | (3) | |||||||||||
| Deferred revenue | ( | ) | ( | ) | ||||||||||
| Income tax payable | ( | ) | ( | ) | ||||||||||
| Operating lease liability | ( | ) | ( | ) | ||||||||||
| Accrued employee benefits | ||||||||||||||
| Net cash from operating activities | ( | ) | ( | ) | ( | ) | ||||||||
| Cash Flows from Investing Activities | ||||||||||||||
| Investment in digital assets | ( | ) | ( | ) | ||||||||||
| Proceeds from sales of digital assets | ||||||||||||||
| Investment in a company | ( | ) | ( | ) | ||||||||||
| Net cash from investing activities | ( | ) | ( | ) | ||||||||||
| Cash Flows from Financing Activities | ||||||||||||||
| Net activity on due to related parties | ( | ) | ( | ) | ||||||||||
| Funds raised in convertible notes | ||||||||||||||
| Debt issue costs | ( | ) | (4) | |||||||||||
| Funds raised in new shares issue | ||||||||||||||
| Funds raised in note payables, net | ||||||||||||||
| Net cash from financing activities | ||||||||||||||
| Foreign currency adjustment | ( | ) | ( | ) | ||||||||||
| Change in cash and cash equivalents | ||||||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | $ | |||||||||||
| Supplemental Cash Flow Information | ||||||||||||||
| Cash paid for interest | $ | $ | $ | |||||||||||
| Cash paid for income taxes | $ | $ | $ | |||||||||||
Notes to consolidated statement of cash flows:
| (1) | ||
| (2) | ||
| (3) | ||
| (4) |
| F-17 |
GMEX ROBOTICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. Segments of operations
The
Company’s chief operating decision maker is the Company’s Chief Executive Officer (the “CODM”), who makes resource
allocation decisions and assesses performance based on financial information prepared on a consolidated basis, accompanied by disaggregated
information about revenues, gross profit (loss) and operating loss by the only
The Company’s reportable segments consist of only one segment which is the Gym Equipment segment. Operating loss for the segment includes revenues from third parties, cost of goods sold and operating expenses directly attributable to the segment.
The accounting policies of the segment is the same as those described in Note 2, “Summary of Significant Accounting Policies.”
For the six-month period ended December 31, 2025 | ||||||||
| Gym Equipment | Total | |||||||
| Revenue | $ | $ | ||||||
| Cost of Goods Sold | ||||||||
| Segment Gross Profit | ||||||||
| Loss before taxes | $ | $ | ||||||
| Supplemental Segment Information: | ||||||||
| Amortization of operating right of use asset | ||||||||
| Depreciation expenses | ||||||||
| IPO related-expenses | ||||||||
| Unrealized loss on digital assets | ||||||||
| Gain on change in fair value of convertible notes | ||||||||
| Interest income | ||||||||
| Interest expense | ||||||||
| Total Assets | $ | $ | ||||||
| For the six-month period ended December 31, 2024 | ||||||||
| Gym Equipment | Total | |||||||
| Revenue | $ | $ | ||||||
| Cost of Goods Sold | ||||||||
| Segment Gross Profit | ||||||||
| Loss before taxes | $ | $ | ||||||
| Supplemental Segment Information: | ||||||||
| Amortization of operating right of use asset | ||||||||
| Depreciation expenses | ||||||||
| IPO related-expenses | ||||||||
| Unrealized gain from marketable securities | ||||||||
| Interest income | ||||||||
| Interest expense | ||||||||
| Total Assets | $ | $ | ||||||
| F-18 |
GMEX ROBOTICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| 4. | Segments of operations (continued) |
For the fiscal year ended June 30, 2025 | ||||||||
| Gym Equipment | Total | |||||||
| Revenue | $ | $ | ||||||
| Cost of Goods Sold | ||||||||
| Segment Gross Profit | ||||||||
| Loss before taxes | $ | $ | ||||||
| Supplemental Segment Information: | ||||||||
| Operating lease expense | ||||||||
| Depreciation expense | ||||||||
| Change in fair value of warrants | ||||||||
| Loss on extinguishment of warrants | ||||||||
| IPO related-expenses | ||||||||
| Realized gain on investments | ||||||||
| Interest income | ||||||||
| Interest expense | ||||||||
| Total Assets | $ | $ | ||||||
5. Digital assets
The table below summarizes the digital assets shown on the Company’s consolidated balance sheets as of December 31, 2025:
| Digital assets | Quantity | Cost Basis | Carrying Value | Gain (loss) on change in fair value | ||||||||||||
| Stablecoins – Frax USD | $ | $ | $ | |||||||||||||
| Cryptocurrencies – Solana | $ | $ | $ | ( | ) | |||||||||||
| Cryptocurrencies – Pump | $ | $ | $ | |||||||||||||
| Total | $ | $ | $ | ( | ) | |||||||||||
The table below shows the quoted prices for each digital asset on the active exchange as of December 31, 2025:
| Digital assets | Market Price | |||
| Stablecoins – Frax USD | $ | |||
| Cryptocurrencies – Solana | $ | |||
| Cryptocurrencies – Pump | $ | |||
Two
digital currency wallets under the custody of BitGo with fair value of $
| F-19 |
GMEX ROBOTICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. Stockholder’s equity
On
April 9, 2025, The Company held an extraordinary general meeting of shareholders (the “EGM”), during which the shareholders,
among others, approved to (i) amend and reclassify the authorized share capital with effect on April 15, 2025 by (a) redesignating and
reclassifying authorized ordinary shares of par value of US$ each (including all of the existing issued ordinary shares)
as class A ordinary shares of par value US$ each, where the rights of the existing ordinary shares shall be the same
as such class A ordinary shares and (b) cancelling authorized but unissued ordinary shares of par value of US$ each and
creating a new class of shares comprising of class B ordinary shares of par value US$ each, which will be entitled to
thirty (30) votes per share, such that the authorized share capital of the Company shall become US$
(ii) adopt the second amended and restated memorandum and articles of association of the Company reflecting such amended authorized share capital;
(iii)
undertake a share consolidation whereby
(iv) amend the authorized share capital clause of the second amended and restated memorandum and articles of association reflecting the Share Consolidation. The Share Consolidation became effective on September 23, 2025. No fractional shares were issued in connection with the Share Consolidation. All fractional shares were rounded up to the whole number of shares.
The
Company
The Reverse Stock Split did not change the total number of authorized shares of Common Stock. As a result, unless otherwise indicated, all references to common stock, share data, per-share data, and related information have been retroactively adjusted, where applicable in the unaudited consolidated financial statements and notes, to reflect the reverse stock split of the Company’s common stock as if the split had occurred at the beginning of the earliest period presented.
On September 19, 2025, the Company adopted an equity incentive plan (the “2025 Plan”) to promote the success of the Company and to enhance shareholders’ value by providing additional means, through the grant of awards, to attract, motivate, retain and reward selected employees and other eligible persons and to enhance the alignment of the interests of the selected participants with the interests of the Company’s shareholders. Pursuant to the 2025 Plan, up to class A ordinary shares of a par value of US$ per share of the Company (the “Class A Ordinary Shares”) may be issued.
On
December 26, 2025, the Company announced that its board had declared an interim cash dividend of $ per share.
On December 17, 2025, the Company repurchased Class A common stock from SKMA Capital at $ par value per share and simultaneously issued Class B common stocks at $ par value per share. The issue of Class B common stock was approved at an extraordinary shareholder meeting held on December 12, 2025.
7. Note Receivable
On
August 2, 2023, the Company has entered into a loan agreement with an independent third party (“Borrower”), in which, the
Company has lent $
8. Property and equipment
The Company’s property and equipment at December 31, 2025 and June 30, 2025 consisted of the following:
Estimated Useful Life | December 31, 2025 | June 30, 2025 | ||||||||
| Motor Vehicle | $ | $ | ||||||||
| Property and equipment, gross | ||||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||||
| Property and equipment, net | $ | $ | ||||||||
During
the six-month periods ended December 31, 2025 and 2024, the depreciation expenses recognized were $
| F-20 |
GMEX ROBOTICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
9. Lease right-of-use assets and lease liabilities
Operating leases
The
Company leases office space in Taren Point, NSW, Australia. The lease commenced July 15, 2018 and ended on July 14, 2023, at which time
the Company extended the lease, which commenced on July 15, 2023 and ends on July 14, 2026. The initial monthly lease payments are $
Operating
lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement
date. The interest rate used to determine the present value is the Company’s incremental borrowing rate, estimated to be
Operating right-of- use assets are summarized below:
| December 31, 2025 | June 30, 2025 | |||||||
| Office Lease | $ | $ | ||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||
| Right-of-use, net | $ | $ | ||||||
Operating lease liabilities are summarized below:
| December 31, 2025 | June 30, 2025 | |||||||
| Office Lease | $ | $ | ||||||
| Less: current portion | ||||||||
| Long term portion | $ | $ | ||||||
| As of December 31, 2025 | ||||
| Year ending June 30, 2026 | $ | |||
| Total future minimum lease payments | ||||
| Less imputed interest | ( | ) | ||
| PV of Payments | $ | |||
10. Convertible debt
The
Company issued secured Series A and Series C convertible notes on September 23, 2025, October 8, 2025, and November 7, 2025
respectively, for a total face value of $
| Note Description | Face Value | Conversion Rate | ||||
| Series A – 1st Closing – September 23, 2025 | $ | The lessor of $ | ||||
| Series A – 2nd Closing – October 8, 2025 | The lessor of $ | |||||
| Series C – November 7, 2025 | The lessor of $ | |||||
| Total | $ | - | ||||
The
convertible notes are secured by digital assets held in two BitGo digital wallets with fair value of $
The Notes bear interest at
Conversions are subject to applicable Nasdaq issuance
limits and a 9.99% beneficial ownership limitation. The Holder may adjust its ownership limitation within that ceiling, with increases
effective after 61 days’ notice. Failure to timely deliver conversion shares requires daily cash payments equal to 2% of the value
of undelivered shares, determined using a trading price selected by the Holder within the contractual period. The Holder also has conversion-rescission
and buy-in reimbursement rights. Upon specified defaults, the Holder may generally require cash redemption at
The Notes provide participation rights in purchase
rights and distributions on an as-converted basis, protection of conversion rights in corporate transactions, and cash redemption rights
at
Additionally, the Company may not prepay any portion of the outstanding Principal, accrued and unpaid Interest or accrued and unpaid Late Charges on Principal and Interest.
The Company analyzed the convertible notes under ASC
815 and determined there were certain features not clearly and closely related to the host debt instrument. As such, the Company elected
the FVO to fair value the convertible notes under the guidance in ASC 825. The convertible notes at fair value are required to be remeasured
using level 3 fair value measurements. As of December 31, 2025 and June 30, 2025, the convertible notes at fair value were $
11. Commitments and contingencies
During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of December 31, 2025, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.
| F-21 |
GMEX ROBOTICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| 12. | Income taxes |
A reconciliation of the effective tax rate to the statutory rate is shown below:
| December 31, 2025 | December 31, 2024 | |||||||
| Loss before taxes | $ | ( | ) | $ | ( | ) | ||
| Expected income tax credit at statutory rate of | $ | ( | ) | $ | ( | ) | ||
| Increase (decrease) in income taxes resulting from: | ||||||||
| Valuation allowance for deferred tax asset | ||||||||
| IPO related-expenses | ||||||||
| Interest income from note receivables | ( | ) | ( | ) | ||||
| Unrealized loss (gain) on investments | ( | ) | ||||||
| Gain on change in fair value of convertible notes | ( | ) | ||||||
| Non-tax deductible personnel expenses | ||||||||
| Non-tax deductible consulting fees | ||||||||
| Non-tax deductible general and administrative expenses | ||||||||
| Non-tax deductible finance costs and interest expenses | ||||||||
| Other items, net | ( | ) | ||||||
| Income tax credit | $ | $ | ||||||
The tax effects of temporary differences that gave rise to the deferred tax assets and liabilities are as follows:
| December 31, 2025 | June 30, 2025 | |||||||
| Deferred tax assets: | ||||||||
| Accrued employee benefits | $ | $ | ||||||
| Unrealized foreign exchange gain (loss) | ( | ) | ||||||
| Depreciation | ( | ) | ( | ) | ||||
| Operating right of use assets and lease liabilities | ||||||||
| Accumulated tax loss | ||||||||
| Valuation allowance for deferred tax asset | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
As
of December 31, 2025 and June 30, 2025, the Company had no material net operating loss or tax credit carry forwards. As of December 31,
2025 and June 30, 2025, the Company had no provision for uncertain tax positions and no provisions for penalties or interest. In addition,
the Company does not believe that there are any uncertain tax benefits that could be recognized in the near future that would impact
the Company’s effective tax rate. For the six-month periods ended December 31, 2025 and 2024, the change in valuation allowance
totaled $
| 13. | Due to Related Party Transactions |
The
amount due to a related party called Ansa Group Limited (“Ansa”), an entity under common control of the majority shareholder
of the Company was $
| F-22 |
GMEX ROBOTICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| 14. | Subsequent Event |
On
September 23, 2025, the Company effected a
On March 5, 2026, the Company has completed its redomiciliation from the Cayman Islands to the British Virgin Islands as a BVI business company (the “BVI Company”). The redomiciliation was approved by the shareholders of the Company at the Company’s extraordinary general meeting of shareholders on December 12, 2025.
On March 11, 2026, the Company rebranded its company name from Fitell Corporation to GMEX Robotics. The rebrand reflects a deliberate strategic evolution of the Company’s mission, extending its consumer-first foundation beyond fitness equipment e-commerce into the design and deployment of AI-powered robotics and intelligent consumer technologies.
On
March 13, 2026, the Company entered into, and simultaneously consummated the initial closing transactions contemplated by, a Securities
Purchase Agreement (the “Purchase Agreement”) with a certain institutional investor (the “Buyer”), pursuant to
which the Company agreed to sell, in one or more closings, up to an aggregate original principal amount of $
| F-23 |