BYOP 10-K & 10-Q changes, risk factors and insider trading

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this Annual Report on Form 10-K before purchasing our common stock. If any of the following risks actually occur, we may be unable to conduct our business as currently planned and our financial condition and results of operations could be seriously harmed. In addition, the trading price of our common stock could decline due to the occurrence of any of these risks, and you may lose all or part of your investment.

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing and adversely affect our business, financial condition, and results of operations.

The report of our independent registered public accounting firm on our consolidated financial statements for the years ended December 31, 2024 and 2023 includes an explanatory paragraph stating that our recurring losses from operations, negative cash flows from operating activities, and accumulated deficit raise substantial doubt about our ability to continue as a going concern. A “going concern” opinion indicates that our auditors believe there is substantial doubt that we can continue as an ongoing business for the next 12 months and could signal to lenders, suppliers, customers, and other counterparties that our ability to continue as a viable business is uncertain.

Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. If we are unable to obtain sufficient additional funding or generate sufficient revenue to meet our operating expenses and other obligations as they come due, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital, restructure or refinance our indebtedness, or file for bankruptcy protection. We cannot assure you that we would be able to take any of these actions, that these actions would be successful and permit us to meet our scheduled debt service obligations, or that these actions would be permitted under the terms of our existing or future debt agreements. In the absence of sufficient financing or other resources, we may not be able to continue as a going concern, which could result in the liquidation of our assets at values significantly lower than those recorded in our financial statements, and investors could lose all or a significant portion of their investment in our securities.

Our ability to continue as a going concern will depend on our ability to successfully execute our business plan, including increasing revenues, reducing operating expenses, and securing additional financing on acceptable terms. However, there can be no assurance that we will be able to achieve these objectives, and the presence of the going concern qualification may make it more difficult or costly to raise additional capital, further exacerbating our liquidity challenges.

Our smaller modular HTR may not achieve projected performance, cost, or operational timelines, and delays in commissioning or interconnection could materially and adversely affect our business, financial condition, results of operations, and prospects.

The Company’s smaller modular HydroThermal Reactor is estimated to cost less than $1.5 billion and is designed to be constructed in approximately 12 to 15 months. These cost and construction timeline estimates are based on current engineering designs, anticipated material and labor costs, and assumptions about regulatory and permitting processes, all of which are subject to significant uncertainty. Actual costs could substantially exceed our estimates due to factors including, but not limited to, increases in material, equipment, and labor costs, supply chain disruptions, unforeseen engineering or design challenges, and changes in applicable building codes, water permitting requirements, or other regulatory standards. Construction timelines may similarly be extended by adverse weather conditions, contractor performance shortfalls, work stoppages, permitting delays, or other unforeseen events.

The smaller HTR is projected to produce 150 MW to 200 MW of reliable power on a continuous 24/7/365 basis when connected to a co-located data center. However, we have not yet constructed or operated a smaller HTR at commercial scale, and there can be no assurance that the reactor will achieve these projected power output levels. Actual energy output will depend on site-specific meteorological conditions, the performance of key operating systems—including the water injection system, turbine and hydraulic pressure system, generator production system, and water collection and pumping system—and other factors that may differ materially from our current assumptions. Meteorological data collected during the development phase may differ from actual conditions encountered after the reactor is erected, and short-term variations in weather patterns could result in lower-than-anticipated energy production.

Although we anticipate that each smaller HTR will be immediately operational upon completion of construction through integrated testing of individual operating systems during the construction process, the timeline to full operational status could be affected by a number of factors. These factors include delays associated with final local inspections, interconnection testing with co-located facilities such as data centers or hydrogen production plants, and unforeseen commissioning challenges, any of which could add several months or longer to the projected timeline. The connection of the smaller HTR to a data center is expected to be performed by third parties, and we will have limited control over the timing, quality, or success of such interconnection work. If third-party interconnection is delayed or fails to meet technical requirements, the reactor may be unable to deliver power as planned, which could impair our ability to satisfy off-take agreements or generate anticipated revenues.

In addition, the smaller HTR is designed to maximize production during the coolest hours of the year and to support a base load required by data centers, which limits its optimal operating conditions to cooler and more damp climates. While the Company believes the smaller HTR can be adapted to a broader range of climates than the larger HTR, there can be no assurance that the reactor’s design will perform as expected across all targeted geographies. Any failure to achieve projected performance levels, cost targets, or operational timelines for the smaller HTR could result in forfeited deposits, lost revenue opportunities, breach of contractual commitments, reputational harm, and a material adverse effect on our business, financial condition, results of operations, and prospects.

Increased competition from large, well-capitalized companies in the renewable energy industry could materially and adversely affect our business, financial condition, results of operations, and prospects.

The renewable energy industry is highly competitive, and as renewable energy gains wider acceptance, competition may increase as large, well-capitalized companies enter the business. We face significant competition from large power project developers, including electric utilities and large independent power producers, that have greater project development, construction, financial, human resources, marketing, and management capabilities than the Company. These competitors have established track records of completing projects and may be able to acquire funding more easily to develop and construct projects. They also have established relationships with energy utilities, transmission companies, equipment suppliers, and plant contractors that may make our access to such parties more difficult. In addition to competition from other renewable energy industry participants, we face competition from traditional fossil fuel sources such as natural gas and coal, and other renewable energy sources such as solar, traditional wind, hydro, and geothermal.

Although KiNRG believes that its technological expertise and early entry into the downdraft renewable energy market will provide a degree of competitive protection, there can be no assurance that these advantages will be sufficient to compete effectively against larger, better-resourced competitors. Our HTR technology has not yet been commercially deployed, and established competitors may develop or acquire competing technologies, offer more favorable pricing, or leverage their existing customer relationships to secure off-take agreements or project financing ahead of us. Moreover, our limited operating history, early-stage development, and lack of a demonstrated commercial track record may place us at a competitive disadvantage when pursuing customers, partners, lenders, and investors. If we are unable to compete effectively, our ability to secure project sites, off-take agreements, financing, and market share could be materially impaired, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.

We intend to rely on project financing to fund the construction of our HTRs, which is expected to be contingent upon our ability to enter into long-term off-take agreements, and we may be unable to obtain such financing or agreements on acceptable terms or at all.

The Company intends to pursue project financing to fund the construction of both its smaller and large downdraft renewable energy towers (collectively, the “HTRs”). Obtaining such project financing is expected to be contingent upon the Company entering into long-term power purchase agreements (also known as off-take agreements) with creditworthy customers for each project. These agreements would guarantee the purchase volume and price of the energy produced, thereby providing lenders with assurance that any debt associated with the project financing can be serviced and repaid. This method of financing is commonly used for renewable energy projects in the United States; however, there can be no assurance that we will be able to enter into such off-take agreements on favorable terms, or at all, due to factors such as market demand for our energy output, competition from other renewable energy sources, regulatory changes affecting energy markets, or perceptions of the viability and reliability of our downdraft technology.

Each HTR project will seek off-take agreements for its energy, and we anticipate that each project may involve different participants, counterparties, and financing structures. As a result, financing arrangements will need to be negotiated on a project-by-project basis, and there can be no assurance that suitable financing structures will be available for any given project. Even if we secure off-take agreements, project financing may not be available on acceptable terms, or at all. Lenders may require stringent conditions, including high interest rates, significant collateral, or equity contributions, which could increase our overall cost of capital. Economic conditions, such as rising interest rates, inflation, or disruptions in credit markets, could further limit access to financing.

If the Company is required to raise equity capital in connection with project financing, it intends to pursue equity investors for individual HTR projects and may seek assignments of proceeds from available investment tax credits (“ITCs”) or production tax credits (“PTCs”) under the U.S. Internal Revenue Code. However, the availability and value of these tax credits are subject to legislative changes, phase-outs, or elimination, and there is no guarantee that we will qualify for or effectively monetize them. Changes in tax policy, such as those potentially arising from shifts in U.S. federal administration or congressional priorities, could reduce or eliminate these incentives, making our projects less attractive to investors. There can be no assurance that project financing will be available on acceptable terms or at all, or that any required equity capital or tax credits will be obtainable, which could materially impact the Company’s ability to develop and construct its HTRs. If we are unable to obtain sufficient project financing or alternative capital, we may be forced to delay, scale back, or abandon HTR construction projects, which could result in forfeited deposits, lost revenue opportunities, damage to our reputation with partners and customers, and a material adverse effect on our business, financial condition, results of operations, and prospects.

We are a “smaller reporting company” and we have elected to comply with certain reduced reporting and disclosure requirements which could make its common stock less attractive to investors.

We are a “smaller reporting company,” as defined in the Regulation S-K of the Securities Act of 1933, as amended, which allows us to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, and (2) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. In addition, as an emerging growth company, we are only required to provide two years of audited financial statements in this document. As a result of these reduced reporting and disclosure requirements our financial statements may not be comparable to SEC registrants not classified as emerging growth companies.

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until we are no longer a “smaller reporting company”. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal controls in the future.

Investors may find our common stock less attractive as a result of our election to utilize these exemptions, which could result in a less active trading market for our common stock and/or the market price of our common stock may be more volatile.

A sale or perceived sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

All of our executive officers and directors and certain of our stockholders and warrant holders have agreed not to sell shares of our common stock for a period of 180 days following the effectiveness of our Registration Statement on Form 10, subject to extension under specified circumstances. Common stock subject to these lock-up agreements will become eligible for sale in the public market upon expiration of these lock-up agreements, subject to limitations imposed by Rule 144 under the Securities Act of 1933, as amended. If our stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could fall. Moreover, the perceived risk of this potential dilution could cause stockholders to attempt to sell their shares and investors to short our common stock. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Market and economic conditions may negatively impact our business, financial condition and share price.

Concerns over medical epidemics, energy costs, geopolitical issues, the U.S. mortgage market and a deteriorating real estate market, unstable global credit markets and financial conditions, and volatile oil prices have led to periods of significant economic instability, diminished liquidity and credit availability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth, increased unemployment rates, and increased credit defaults in recent years. Our general business strategy may be adversely affected by any such economic downturns (including the current downturn related to the current COVID-19 pandemic), volatile business environments and continued unstable or unpredictable economic and market conditions. If these conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financing more difficult to complete, more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and share price and could require us to delay or abandon development or commercialization plans.

If securities or industry analysts do not publish research or reports, or publish unfavorable research or reports about our business, our stock price and trading volume may decline.

The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us, our business, our markets and our competitors. We do not control these analysts. If securities analysts do not cover our common stock, the lack of research coverage may adversely affect the market price of our common stock. Furthermore, if one or more of the analysts who do cover us downgrade our stock or if those analysts issue other unfavorable commentary about us or our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fails to regularly publish reports on us, we could lose visibility in the market and interest in our stock could decrease, which in turn could cause our stock price or trading volume to decline and may also impair our ability to expand our business with existing customers and attract new customers.

Because certain of our stockholders control a significant number of shares of our common stock, they may have effective control over actions requiring stockholder approval.

Our directors, executive officers, and their respective affiliates, will beneficially own approximately 46.3% of our outstanding shares of common stock. As a result, these stockholders, acting together, could have the ability to have significant control over the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, these stockholders, acting together, would have the ability to control the management and affairs of our company. Accordingly, this concentration of ownership might harm the market price of our common stock by:

Our share price may be volatile, and you may lose all or part of your investment.

The executive officers, directors, and their respective affiliated entities will in the aggregate beneficially own approximately 46.3% of our outstanding common stock. As a result, these stockholders, acting together, could have significant control over matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions. Corporate actions might be taken even if other stockholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a corporate transaction that other stockholders may view as beneficial.

We do not intend to pay dividends for the foreseeable future, which could reduce the attractiveness of our stock to some investors.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases. In addition, we may incur debt financing to further finance our operations, the governing documents of which may contain restrictions on our ability to pay dividends.

Provisions in our articles of incorporation and bylaws and Nevada law may discourage, delay or prevent a change of control of our company and, therefore, may depress the trading price of our stock.

Cautionary Note Regarding Forward Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future trends and operating results, our future capital needs and ability to obtain financings and liquidity. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, working capital sources, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include the future impact of the geopolitical conflicts in Israel and Ukraine, inflation and Federal Reserve interest rate increases in response thereto on the economy including the potential for a recession, downturn in economic activity and the capital markets.

Background of the Company

KiNRG, Inc. is a green energy company. Our core objective and focus is to become a leading provider of clean efficient green energy to the world communities at a reasonable cost without the destructive residuals of fossil fuel, while continuing to generate innovative technological solutions for today and tomorrow’s electrical power needs. KiNRG has designed, engineered, developed and is preparing to construct smaller and large “HydroThermal Reactors” that use benevolent, non-toxic natural elements to generate electricity economically by integrating and synthesizing numerous proven as well as emerging technologies. In addition to constructing HydroThermal Reactors in the United States and abroad, the Company intends to establish partnerships at home and abroad to propagate these systems and meet increasing global demand for electricity. We have assembled a team of experienced business professionals, engineering, and scientific consultants from institutions including University of Oklahoma, Penn State University, Georgia Teck, NC State and Milwaukee School of Engineering with the proven ability to bring the idea to market. KiNRG has filed and been issued patents. KiNRG has an office in Annapolis, MD, a shared office in Herdon, VA, and the CEO maintains an office in Wilmington, NC

Our core objective and focus is to become a leading provider of clean efficient green energy and green hydrogen to the world communities at a reasonable cost without the destructive residuals of fossil fuel, while continuing to generate innovative technological solutions for today and tomorrow’s electrical power needs.

We have assembled a team of experienced business professionals, engineering and scientific consultants with the proven ability to bring the idea to market. We have filed and been issued six patents in the United State and two patents outside the United States with additional patents pending outside the United States.

We have designed, engineered, developed and are preparing to construct both smaller and large HydroThermal Reactors (HTR’s) that use benevolent, non-toxic natural elements to generate electricity economically by integrating and synthesizing numerous proven as well as emerging technologies. In addition to constructing smaller and large HTR’s in the United States and abroad, the Company intends to establish partnerships at home and abroad to propagate these systems and meet increasing global demand for electricity. The Company is developing a smaller “modular” reactor to support AI data centers and other applications where a constant 24/7/365 base load is required. The Company has been focused on retooling the large HTR’s and is concentrating on the smaller HTR’s which will produce far less total annual megawatt hours but is designed to meet the needs of emerging AI data center energy requirements, which require a base load of energy 24/7/365. The large HTR’s is better suited to support the green hydrogen market. The smaller modular HTR will require less than half of the concrete needed for the large HTR, one third of the water, and can be constructed in approximately half the time.

The large HTR is estimated to cost $2.2 billion and requires 36 months to construct. The large HTR is designed to generate the maximum amount of energy over the year by utilizing the hottest and driest hours during the year which require the taller distance for the reactor to accommodate the evaporative process. Combining the large HTR with a Green Hydrogen production facility (which costs approximately $1.4 billion and would be developed by others), seeks to produce Green Hydrogen at a competitive cost.

The smaller HTR is estimated to cost less than $1.5 billion. Unlike the taller HTR, it is designed to maximize production during the coolest hours of the year and support a base load required by data centers. The reactor’s height is shortened to accommodate the shorter distance to support the evaporating process for cooler and more damp conditions. By comparison, the smaller HTR can be constructed in 12 to 15 months, uses less water and can be adapted to more climates. When connected to a data center (by others) the smaller HTR is projected to produce 150 MW’s to 200 MW’s of reliable power, 24/7/365, and by-pass the need for the data center to require power from the grid. After completion of construction, the reactors will be immediately operational. Each of the individual operating systems is tested and operational as part of the construction completion process. Those systems include the water injection system, turbine and hydraulic pressure system, generator production system, water collection and pumping system. The reactor is simply activated by the water injection system, and the entire reactor is immediately operational. However, the timeline to full operational status could be affected by factors such as final local inspections, interconnection testing with any co-located facilities (e.g., data centers or hydrogen production plants), or unforeseen commissioning delays, which we estimate could add several months in some cases, though we anticipate minimal delays given the integrated testing during construction.

The Company intends to pursue project financing to fund the construction of both its smaller and large HTR’s. Obtaining such project financing is expected to be contingent upon the Company entering into long-term power purchase agreements (also known as off-take agreements) with customers for each project. These agreements would guarantee the purchase and price of the energy produced, thereby providing a basis for ensuring that any debt associated with the project financing can be repaid. This method of financing is commonly used for renewable energy projects in the United States. If the Company is required to raise equity capital in connection with project financing, it intends to pursue equity investors for individual HTR projects and may seek assignments of proceeds from available investment tax credits or production tax credits. There can be no assurance that project financing will be available on acceptable terms or at all, or that any required equity capital or tax credits will be obtainable, which could materially impact the Company’s ability to develop and construct its HTR’s.

Permitting for smaller and large HTR’s varies from state to state and country to country. In the United States, because the HTR has no carbon or toxic emission, there are no time-consuming Federal air permits required under laws such as the Clean Air Act. Other federal approvals, such as those related to water resources on federal lands (e.g., under the Bureau of Land Management if applicable) or environmental reviews under the National Environmental Policy Act (NEPA) or Endangered Species Act, are not anticipated based on our current design, but could arise depending on site-specific factors like proximity to protected habitats or federal waterways. Projects are completely “Behind the Meter” where no rights of way beyond the project site are required and they can be permitted by local jurisdictions. Local permits will vary depending on local procedures, rules and regulations. States will not require emission permits because the reactors have zero carbon emissions. The reactors will require standard construction permits conforming to local codes and water permits which will also vary from state to state as well as local jurisdictions. For construction permits, the typical process involves submitting site plans and engineering designs to local building departments for review, potential public comment periods, and inspections during construction, with timelines generally ranging from 3-12 months depending on jurisdiction complexity. Water permits, which may involve demonstrating sustainable sourcing and usage, are typically handled by state agencies (e.g., the California State Water Resources Control Board if sited in California) and could take 3-18 months, including assessments of water rights, availability, and environmental impact. In California, where we are investigating feasibility, additional state-level reviews under the California Environmental Quality Act (CEQA) may apply, potentially extending timelines if environmental impact reports are required. No site has currently been selected to evaluate the specific permitting requirements for any site, and as a result, no federal, state, or local approvals are currently in process or have been sought. No site has currently been selected to evaluate the specific permitting requirements for any site.

Each HTR project will seek “off take” agreements for its energy which it will need to obtain financing for each project. We anticipate that each project may involve different participants and dictate various structures for which the financing may not be available.

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses (DISE)” which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company does not believe the adoption of this guidance will have a material effect on its Consolidated Financial Statements and segment disclosures.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as expensing of U.S. research expenditures and eligible capital expenditures, the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The impacts of the OBBBA are reflected in our results for the year ended December 31, 2025, and there was no impact to our income tax expense or effective income tax rate.

In July 2025, the FASB issued ASU 2025-05, which provides a practical expedient for estimating expected credit losses on short term receivables and contract assets from revenue transactions. The guidance permits a simplified loss rate approach based on historical write-off experience and current conditions. The Company is evaluating the standard and its potential effect on the allowance for doubtful accounts and its consolidated financial statements.

Selling, general, and administrative expenses (“SG&A”) were $2,364,934 for the year ended December 31, 2025, an increase of $1,159,580 or 96.2%, compared to $1,205,354 during the year ended December 31, 2024. SG&A expenses consisted primarily of payroll and related costs, stock based compensation, professional fees, consulting expenses, and director compensation.

Gain on Settlement of Accounts Payable

During the year ended December 31, 2025, the Company recorded a gain on settlement of accounts payable in the amount of $4,000. There was no comparable transaction in the prior period.

Interest expense was $26,548 during the year ended December 31, 2025, a decrease of $15,534 or 36.9%, compared to interest expense of $42,082 during the year ended December 31, 2024. Interest expenses consists of interest on the Company’s note payable and related party loan payable.

Net Loss from Continuing Operations

Net Loss from Discontinued Operations

Net loss attributable to discontinued operations was $317,123 during the year ended December 31, 2025, an increase of $212,528 or 203.2% compared to $104,595 during the year ended December 31, 2024. Discontinued operations consist of the activities of AGP; the Company sold its interest in AGP on February 17, 2025, and recorded a loss on sale of subsidiary in the amount of $316,343.

Consolidated Net Loss

For the reasons above, consolidated net loss was $2,704,605 during the year ended December 31, 2025, an increase of $1,352,574 or 100.0% compared to $1,352,031during the year ended December 31, 2024.

Net Loss Attributable to Non-controlling Interest

Net loss attributable to non-controlling interest was $0 during the year ended December 31, 2025, a decrease of $20,089 compared to $20,089 during the year ended December 31, 2024. During the prior period, the Company held an 82.77% interest in Arizona Green Power (“AGP”); during the year ended December 31, 2025, the Company sold its interest in AGP, on February 17, 2025.

Net Loss Attributable to KiNRG

Historically, KiNRG has been an early-stage company developing plans to design, permit, finance and construct our HydroThermal Reactor (“HTR”) projects. Following the acquisition of TRINITY on April 1, 2026, the Company’s primary operation consists of commercial construction and infrastructure services conducted through TRINITY.

On April 1, 2026, the Company acquired 100% of the shares of TRINITY Group Construction, Inc. (“TRINITY”) from Millard L. Wallen, CEO and sole owner of TRINITY. Mr. Wallen is also President of KINRG, Inc. and has served in that capacity for over three years. TRINITY, among other construction projects, has previously constructed or construction managed over 2.5 million square feet of data centers and is currently constructing or construction managing over 500,000 square feet of data centers in three states and Egypt.

TRINITY has been hosting the Company in its headquarters for over four years. The Company and TRINITY have been sharing their skills and expertise to modify and adapt the Company’s large HTR to a much smaller HTR specifically designed to service markets similar to the data center market that must rely on a constant base load of energy supply 24-7-365. The large HTR was designed to produce that maximum amount of energy year around without regard to any minimum baseload. The Company and TRINITY together redesigned the large HTR to a smaller HTR that the Company and TRINITY both believe will be well suited for the data center market. There can be no assurance that the data center market will adopt this solution.

The acquisition by the Company of TRINITY is the result of four years of collaboration between the companies. The combined business plan is to deliver data centers to data center developers as well as the energy to service the tenants of the data centers, independent of the grid. TRINITY will construct both the data centers and the HTRs in-house.

TRINITY plans to continue to construct data centers for the foreseeable future while the combined companies pursue joint data center/HTR projects in furtherance of the overall KiNRG’s long term business plan.

Our Company’s core objective is to develop and build data centers while commercializing our HTR concept, which is designed to generate electricity without combusting fossil fuels and to support applications that value reliable power.

Comparisons between the current and prior periods are not meaningful due to the TRINITY Acquisition.

THREE MONTHS ENDED JUNE 30, 2026

Revenue

Revenue for the three months ended June 30, 2026 was $369,170,248.

Contract Costs

Contract costs for the three months ended June 30, 2026 were $347,054,830.

Selling, general, and administrative expenses (“SG&A”) were $4,978,788 for the three months ended June 30, 2026, and consisted primarily of payroll and related costs of $3,730,919, professional fees of $410,959, travel and auto costs of $235,127; insurance of $121,437; consulting fees of $145,753, rent and facilities costs of $87,449, and director compensation of $25,000.

Interest Income

Interest income was $268,216 during the three months ended June 30, 2026.

Interest expense was $3,637,941 during the three months ended June 30, 2026.

Income Tax Benefit

The company realized a tax benefit in the amount of $2,504,851 during the three months ended June 30, 2026.

Net Income (loss) from Continuing Operations

Net income from continuing operations was $16,271,756 for the three months ended June 30, 2026.

Net Income (loss) from Discontinued Operations

There was no income (loss) from discontinued operations during the period.

Net Income (loss)

For the reasons above, the Company had net income of $16,271,756 for the three months ended June 30, 2026.

SIX MONTHS ENDED JUNE 30, 2026

Revenue

Revenue for the six months ended June 30, 2026 was $369,170,248.

Contract Costs

Contract costs for the six months ended June 30, 2026 were $347,054,830.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses (“SG&A”) were $5,311,176 for the six months ended June 30, 2026, and consisted primarily of payroll and related costs of $3,852,963; professional fees of $417,959, travel and auto costs of $243,372; insurance of $210,177; consulting expenses of $162,759, rent and facilities costs of $91,199; and director compensation of $50,000.

Interest Income

Interest income was $268,216 during the six months ended June 30, 2026.

Interest Expense

Interest expense was $3,640,941 during the six months ended June 30, 2026.

Income Tax Benefit

The company realized a tax benefit in the amount of $2,504,851 during the six months ended June 30, 2026.

Net Income (loss) from Continuing Operations

Net income (loss) from continuing operations was $15,936,368 for the six months ended June 30, 2026.

Net Income (loss) from Discontinued Operations

There was no income (loss) from discontinued operations during the period.

Net Income (loss)

For the reasons above, the Company had net income of $15,936,368 for the six months ended June 30, 2026.

Cash flow provided by operating activities was $107,682,405 during the six months ended June 30, 2026.

Cash flows from operating activities are generated by our construction management activities and are affected by our changes in working capital associated with such activities. Working capital levels vary from period to period and are primarily affected by the life cycle and stage of completion of our projects. A typical project will have higher cash balances during the initial phases which then diminish as the project nears completion. As a result, our cash position is reduced as customer advances are utilized, unless they are replaced by advances on other projects.

For the six months ended June 30, 2026, cash flows provided by investing activities was $17,680,560. Cash flows from investing activities consisted primarily of $13,439,400 cash received in acquisition of TRINITY and collections on note receivable from affiliate of $5,267,276, reduced by $1,000,000 for the cash portion of the cost of the TRINITY acquisition. We also paid cash in the amount of $26,116 for the purchase of fixed assets.

Cash Flows (Used in) Provided by Financing Activities

For the six months ended June 30, 2026, cash used in financing activities was $9,606,290, consisting of payments made under future receivables obligation in the amount of $12,462,502 and principal payments on notes payable in the amount of $7,538, partially offset by proceeds from the sale of common stock in the amount $2,863,750.

Backlog

Backlog consists of projects for which the Company has an executed contract and reflects the expected revenue from the contract, generally the contract amount less earned revenue. There is no guarantee that the revenue projected in our backlog will be realized or profitable or will not be subject to delay or suspension. Project cancellations and scope adjustments or deferrals may occur with respect to contracts reflected in our backlog and could reduce the value of our backlog and the revenue and profits that we actually earn.

The following backlog represents unearned revenue under existing contracts, as of June 30, 2026: