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

Prior to July 2021, we did not have any operations. In July 2021, we pursued a blockchain and cryptocurrency related business. Currently, our primary operations are focused on our cryptocurrency mining business. TheWe Companyhave has entered intoacquired a Letterdata ofcenter Intentand tocertain acquiremining an established a co-location facilityequipment in Orofino, Idaho for the purposes of consolidating itsour present mining operations and to expand into the co-location hosting market. Our current strategy is new and unproven, isunproven in an industry that is itself new and evolving and is subject to the risks discussed herein.

Emerging cryptocurrencies with advanced technology, greater efficiency, or better scalability could surpass Bitcoin in prominence. For instance, Ethereum’s smart contract capabilities or Solana’s transaction speed challenge Bitcoin’s position. Regulatory shifts or institutional adoption of competitors could further reduce Bitcoin’s demand. Additionally, environmental concerns surrounding Bitcoin’s Proof-of-Work mechanism may push users toward greener alternatives like Cardano. A loss of dominance could erode Bitcoin’s market value and diminish its network effect. Thus, Bitcoin’s continued prominence depends on its ability to adapt to evolving marketmarkets and technological trends The demand for Bitcoin may fall for other unknown reasons The demand for Bitcoin could decline due to unforeseen factors beyond our awareness or control. These may include technological breakthroughs rendering Bitcoin obsolete, macroeconomic shift reducing interest in digital assets, or unexpected regulatory changes that limit its use. Social trends, such as charging preferences toward cryptocurrencies or innovations like Central Bank Digital Currencies (CBDCs), could also play a role. Additionally, security vulnerabilities may contribute to declining demand. The dynamic and unpredictable nature of the cryptocurrency market underscores the need to anticipate and adapt to such potential challenges.

The Company has acquired and deployed miners that make use of application-specific integrated circuit (ASIC) chips, which are currently designed exclusively for bitcoin mining; ifIf the demand for bitcoinBitcoin experiences a sustained, substantial reduction, and the conversion spot price of bitcoinBitcoin falls correspondingly, we may be unable to continue to mine bitcoinBitcoin profitably and we may be forced to reconfigure our existing miners or acquire replacement miners capable of mining other, more profitable cryptocurrencies.cryptocurrencies, which will materially increase our costs and may lead to additional losses

We would expect to incur significant costs in connection with reconfiguration or to acquire replacement miners

We would likelymay be unable to continue to operate our miners during a reconfiguration or replacement process. These added costs and a potential interruption to our business operations could have a material adverse effect on our business, which may negatively impact stockour price.results of operations.

If our energy provider,provider Clearwater Electric,Electric cannot supply sufficient economical electric power for us to operate our new miners, we may be required to relocate some or all of our miners to alternate co-location facilities, which may have a less advantageous cost structure, and negatively impact our results of operations.

We expecthave to makemade a significant capital investment in new next generation miners because we believe we will be able to operate them to mine bitcoinBitcoin and other cryptocurrencies at prices advantageous to us and purchasing our own co-location facility will provide economic advantages over our previous co-location customer model, however, if this does not result in a new cost structure that is beneficial to us, our results of operations will be negatively impacted. . Further, during our consolidation period, relocating our present mining operations to the new facility, we will not operate our miners and thus we will not generate revenue that we would have otherwise received.

The Bitcoin network operates based on an open-source protocol maintained by contributors, largely on the Bitcoin Core project on GitHub. As an open-source project, Bitcoin is not governedrepresented by an official organization or authority. As the Bitcoin network protocol is not sold and its use does not generate revenues for contributors, contributors are generally not compensated for maintaining and updating the Bitcoin network protocol. Although the MIT Media Lab’s Digital Currency Initiative funds the current maintainer of the Bitcoin Core project on GitHub, this type of financial incentive is not typical. The lack of guaranteed financial incentive for contributors to maintain or develop the Bitcoin network and the lack of guaranteed resources to adequately address emerging issues with the Bitcoin network may reduce incentives to address the issues adequately or in a timely manner. Changes to a digital asset network which we are mining may adversely affect our results of operations.

If regulatory changes or interpretations of our activities require our registration as a money services business (“MSB”) under the regulations promulgated by “FinCEN” (Financial Crime Enforcement Network- a division of the U.S. Department of the Treasury) under the authority of the U.S. Bank Secrecy Act, or otherwise under other federal or state laws, we may incur significant compliance costs, which could be cost prohibitive; if f we become subject to these regulations, our costs in complying with them may have a material negative effect on our business and the results of our operations.

To the extent that the Company’sour activities cause itus to be deemed an MSB under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, we may be required to comply with FinCEN regulations, including those that would mandate us to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.

To the extent that the Company’sour activities cause itus to be deemed a “money transmitter” (“MT”) or an equivalent designation, under state law in any state in which thewe Companyoperate, operates, the Companywe may be required to seek a license or otherwise register with a state regulator and comply with state regulations that may include the implementation of anti-money laundering programs, maintenance of certain records and other operational requirements. The CompanyWe will continue to monitor developments in such legislation, guidance, or regulations.

Such additional federal or state regulatory obligations may cause the Companyus to incur extraordinary expenses, possibly affecting an investment in the Shares in a material and adverse manner. Furthermore, the Companywe and itsour service providers may be incapable of complying with certain federal or state regulatory obligations applicable to MSBs and MTs. If thewe Company isare deemed to be subject to and determinesdetermined not to comply with such additional regulatory and registration requirements, we may act to dissolve and liquidate the Company or any subsidiary subject to such regulatory requirements. Any such action may adversely affect the value of an investment in us.our securities.

Presently, bitcoinBitcoin derivatives are not excluded from the definition of a “commodity future” by the CFTC. We cannot be certain as to how future regulatory developments will impact the treatment of bitcoinBitcoin under the law. BitcoinsBitcoin have been deemed to fall within the definition of a commoditycommodity, and,and we may be required to register and comply with additional regulation under the CEA, including additional periodic report and disclosure standards and requirements. Moreover, we may be required to register as a commodity pool operator or as a commodity pool with the CFTC through the National Futures Association. Such additional registrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting an investment in us. If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations. Any such action may adversely affect an investment in us. As of the date of this prospectus, no CFTC orders or rulings are applicable to our business.

Currently Bitcoin and other cryptocurrencies are not subject to regulation by in the United States by any federal banking or Federal Reserve regulatory agencies, but may do so in the future.agencies.

As previously disclosed, our operating results will depend in large part upon the value of bitcoinBitcoin because it’s the primary cryptocurrency we currently mine. Specifically, revenues from our Bitcoin mining operations are based upon two factors: (1) the number of bitcoinBitcoin rewards weus successfully mine and (2) the value of bitcoin.Bitcoin. In addition, our operating results are directly impacted by fluctuations in the value of bitcoin,Bitcoin, because under ASU No. 2023-08 (effective December 15, 2024, early adoption permitted), the value of bitcoinBitcoin is marked-to-market at each reporting period. The CompanyWe adopted this guidance in the quarter ended June 30, 2024.

Our Articles of Incorporation contain a provision permitting us to eliminate the personal liability of our directors to us and our stockholders for damages for the breach of a fiduciary duty as a director or officer to the extent provided by Nevada law. We may also have contractual indemnification obligations under any future employment agreements with our officers or indemnification agreements we have entered into with our directors. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties; and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders.

On June 1, 2022, theour Board of Directors amended the Company’sour Articles of Incorporation to authorize, among other things, the issuance of up to 350,000,000 shares of common stock, with a par value of $0.0001 per share and 20,000,000 shares of blank check preferred stock with a par value of $0.001. As of June 30, 2024,2025, we had 18,223,95325,067,479 shares of common stock outstanding; however, we may issue additional shares of common stock in the future in connection with a financing or an acquisition. Any issuance of additional shares of our common stock, or securities convertible into our common stock, including but not limited to, warrants, options, and convertible promissory notes, will dilute the percentage ownership interest of all stockholders, may dilute the book value per share of our common stock, and may negatively impact the market price of our common stock.

NevadaNevada’s hasBusiness aCombination business combination law thatLaws prohibits certain business combinations between Nevada corporations and “interested stockholders” for two years after an “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation or (ii) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

The following is management’s discussion and analysis (“|MD&A”) of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

The Company’s current operations are relatively new and involve an unproven business model. We have not generated any significant revenue to datedate, and we have incurred recurring losses. . Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

Revenues for the year ended June 30, 2025, were approximately $32,390 compared to $15,824 for the year ended June 30, 2024, werean approximately $15,824 compared to $55,637 for the year ended June 30, 2023, a decreaseincrease of $39,813$16,566 or 72%.105%. The decreaseincrease in revenues iswas primarily attributabledue to a consolidation of ourrecommencing mining operations inat aour recently acquired co-location facilityfacility. thatOn March 8, 2024, mining operations were suspended, and we wouldresumed own. Accordingly,consolidated mining activityoperations wasat haltedour whilenew operationalfacility changeson wereMarch made.21, 2025.

Our net loss for the year ended June 30, 2024,2025, was $1,007,654$2,535,552 compared to a net loss of $1,839,770$1,023,271 during the year ended June 30, 2023.2024. The $832,116$1,512,281 decreaseincrease in the net loss is primarily attributable to a substantial decreaseincrease in stock-based compensation issued for servicesservices, equity incentives to note holders and a decline in depreciation expense from the fiscal year ended June 30, 2023,2024, to June 30, 2024,2025, due to its revision of the mining equipment’s estimated useful life from seven to one year.

During the year ended June 30, 2024,2025, we incurred operating expenses of $966,179$2,079,851 compared to $1,321, 423$996,327 incurred during the year ended June 30, 2023.2024. The $355,244$1,083,524 isincrease primarilywas attributablemainly due to aan decreaseincrease in stock-based compensation issued for services.services equity incentives to note holders, and a decline in depreciation expense from the fiscal year ended June 30, 2024, to June 30, 2025, due to its revision of the mining equipment’s estimated useful life from seven to one year.

As of June 30, 2024,2025, and June 30, 2023,2024, our total liabilities are $1,259,444$1,836,849 and $629,038,$1,259,444, respectively and are comprised entirely of current liabilities, representing increased liabilities of $630,406.$576,988. Of the total liabilities as of June 30, 2025, $504,310 will be satisfied by the issuance of preferred stock at a future date and is accrued as stock subscription payable for the issuance of preferred stock without designation.

For the year ended June 30, 2025, net cash flows used by investing activities was $370,618 and June 30, 2024, net cash flows used by investing activities was $0$0, and June 30, 2023,representing net cash flows used byin investing activities wasof $88,000.$370,618.

Our principal demands for funding are to increase business operations and for general corporate purposes. We intend to meet our liquidity requirements, including capital expenditures related to future business operations, and the expansion of our business, through cash flow provided by funds raisedrose through proceeds from the issuance of debt or equity.

The Company,We, through itsour wholly owned subsidiary Raptor Mining, previously had contracts with two co-location cryptocurrency mining facilities. These facilities provided the Company with electricity and maintenance of our Cryptocrypto miner hardware. Since the period ended June 30, 2023, the Company has consolidated its mining operations to one facility.

In anticipation ofAfter completing the acquisition of the Orofino ID facility, the Company haswe applied for lease financing for the purposespurpose of securing 275 latest generation ASIC S21 270 terrahacheTH miners over the next sixty days.miners. Pricing fluctuations for ASIC miners is generally directly related to the price of bitcoinBitcoin; as of the date of this Annual Report, these particular ASIC miners cost between $8,500$5,300 and $9,000$6,500 per ASIC miner. Our planned lease or purchase of these miners is subject to our financial ability to do so and/or to obtain equity financing to pay for the ASIC miners.

Our consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established a source of revenue sufficient to cover our operating expenses and to allow us to continue as a going concern. We have incurred losses since inception resulting in an accumulated deficit on June 30, 2024,2025, and 20232024 of $7,008,181$9,559,350 and $6,000,527,$7,023,798, respectively. Net losses for fiscal years ended June 30, 2024,2025, and 20232024 were $1,007,654$2,535,552 and $1,839,770,$1,023,271, respectively. Our ability to operate as a going concern is dependent on obtaining adequate capital to fund operating lossesoperations until we become profitable. In its report on our financial statements for the years ended June 30, 2024,2025, and 20232024, our independent registered public accounting firm included an explanatory paragraph regarding substantial doubt of our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Quarter Ended DecemberMarch 31, 2025,2026, Compared to Quarter Ended DecemberMarch 31, 20242025

Revenue for the Quarter ended DecemberMarch 31, 2025,2026, was $2,240$705 compared to $0$8,226 for the quarter ended DecemberMarch 31, 2024,2025, ana increasea decrease of $2,240$7,521 or 100%.91%. The increasedecrease in revenuesrevenue is primarily attributable to resumptionrefurbishment of our mining operation as the Orofino facility.

Our net loss for the quarter ended DecemberMarch 31, 2025,2026, was $755,902$1,168,997 compared to a net loss of $417,427$393,688 during the quarter ended DecemberMarch 31, 2024.2025. The increase in the net loss is primarily attributable to a substantial increase in stock issued for services.

During the three monthsquarter ended DecemberMarch 31, 2025,2026, we incurred operating expenses of $649,756$1,306,232 compared to $320,188$375,255 for the same period in 2024.2025. The increase in expenses was mainly due to a decrease in shares issued for services and an increase in management and consulting fees.

During the quarter ended DecemberMarch 31, 2025,2026, we incurred interest expenses of $35,003$72,587 compared to $11,865$16,246 incurred during the quarter ended DecemberMarch 31, 2024.2025.

Quarter Ended DecemberMarch 31, 20252026

As of December31,March 2025,31, 2026, our current assets were $12,486$12,381 and our current liabilities were $2,113,292,$1,918,001, which resulted in a working capital deficit of $2,100,806.$1,905,620.

For the sixnine months ended DecemberMarch 31, 2025,2026, net cash flows used in operating activities was $175,395$232,605 compared to $481,329$506,679 for the same period in 2024.2025.

For the sixnine months ended DecemberMarch 31, 2025,2026, net cash flows used by investing activities was $12,329$12,331 and DecemberMarch 31, 2025, net cash flows used in investing activities was $0.$251,553.

For the sixnine months ended DecemberMarch 31, 2025,2026, net cash flows provided by financing activities were $139,750$195,586 compared to $481,437$759,067 for the same period in 2024.2025.

The Company’s financial condition raises substantial doubt about its ability to continue as a going concern due to: Financial Deficits: As of DecemberMarch 31, 2025,2026, the Company: (a) reported an accumulated deficit of $10,969,465$12,138,463 and a working capital deficit of $2,100,806$1,905,620; (b) held only $1,759$383 in cash at the end of the period, which may be insufficient to support daily operations; and (c) had net cash used in operating activities for the 6nine months ended DecemberMarch 31, 20252026 of $175,395.$232,605.