GMEX Robotics' six-month net loss widens to $7.05M
Digital assets had a carrying value of $50,672,418 at December 31, 2025, as directors disclosed material going-concern uncertainty.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
GMEX Robotics Corporation amended and superseded its earlier report with unaudited results for the six-month periods ended December 31, 2025 and 2024. Revenue was $2,730,597, up 3.2%, while gross profit declined 19.1% to $821,273. Operating loss widened to $4,065,089 from $1,172,408, and net loss was $7,045,993 versus $1,680,042 in the restated 2024 period. The 2025 net loss included a $4,654,481 unrealized loss on digital assets and $2,934,611 in consulting fees.
GMEX used $4,418,572 in operating cash and $55,328,299 in investing cash, primarily reflecting digital-asset investment; financing provided $65,681,207, including $63,700,000 from convertible notes. Cash was $8,796,111 at December 31, 2025, and digital assets had a carrying value of $50,672,418. The restatement followed an evaluation that found embedded derivatives in Series A and Series C convertible notes, which the original report had not accounted for; GMEX elected the fair value option for the notes. Directors stated that material uncertainty remained about the company’s ability to continue as a going concern, while considering the going-concern basis appropriate.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointNet loss: $7,045,993 for the six months ended December 31, 2025.
- Major pointThe directors cited material going-concern uncertainty and $8,796,111 cash at December 31, 2025.
Filing Explained
At December 31, 2025, 60,679 convertible-note equivalents remained listed, beyond 1,110,713 shares already issued through note conversion.
This amendment incorporates its exhibits by reference into GMEX’s Form F-3 from the date furnished, and reports that 1,110,713 shares were issued upon note conversion during the six months ended
Issuing additional shares increases the share count and reduces existing holders’ percentage ownership absent offsetting changes, so the reported conversion issuance diluted their proportional ownership.
At
Key Figures
Key Terms
embedded derivatives financial
fair value option financial
Level 3 measurement financial
going concern financial
anti-dilutive financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was GMEX (GMEX) net loss for the six months ended December 31, 2025?
Why did GMEX restate its six-month 2025 results?
How much did GMEX invest in digital assets?
What did GMEX say about its ability to continue as a going concern?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number 001-41774
(formerly known as Fitell Corporation)
(Translation of registrant’s name into English)
23-25 Mangrove Lane
Taren Point, NSW 2229
Australia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
This Amendment No.1 to Form 6-K is to revise the Original Report, which replace and supersede in all respects the Original Report including all exhibits.
Attached hereto as Exhibit 99.1 is the Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company for the six-month periods ended December 31, 2025 and 2024; and hereto as Exhibit 99.2 are the unaudited consolidated financial statements of the Company for the six-month periods ended December 31, 2025 and 2024.
INCORPORATION BY REFERENCE
This report on Form 6-K/A No.1, including exhibits hereto, shall be deemed to be filed and incorporated by reference in the registration statement on Form F-3 (No. 333-284232) of the Company and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six-month periods ended December 31, 2025 and 2024 | |
| 99.2 | Unaudited Consolidated Financial Statements for the Six-month periods ended December 31, 2025 and 2024 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: November 2, 2026 | GMEX ROBOTICS CORPORATION | |
| By: | /s/ Yinying Lu | |
| Yinying Lu | ||
| Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited consolidated financial statements and the related notes for the six-month periods ended December 31, 2025 and 2024 and the audited consolidated financial statements and accompanying notes for the year ended June 30, 2025 included in our annual report on Form 20-F (“2025 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors. “We,” “us,” “our,” or the “Company” refers to GMEX Robotics Corporation (formerly known as Fitell Corporation) and its subsidiaries, unless the context requires otherwise.
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements. All statements contained in this report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions 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 trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements include statements relating to:
| ● | the timing of the development of future services; | |
| ● | projections of revenue, earnings, capital structure and other financial items; | |
| ● | statements regarding the capabilities of our business operations; | |
| ● | statements of expected future economic performance; | |
| ● | statements regarding competition in our market; and | |
| ● | assumptions underlying statements regarding us or our business. |
These forward-looking statements are subject to a number of risks and uncertainties, including:
| ● | our dependence on macroeconomic conditions and consumer discretionary spending; | |
| ● | the intense competition in the gym and fitness equipment industry; | |
| ● | fluctuations in product costs and availability; | |
| ● | international risks and costs associated with our supply chain; | |
| ● | changes in consumer demand; | |
| ● | risks associated with operating our own online platform, including confidential consumer data; | |
| ● | reputational harms which could adversely impact our ability to attract and retain customers; |
| -1- |
| ● | the potentially negative impact of our strategic plans and initiatives on our financial results; | |
| ● | unauthorized disclosure of sensitive or confidential customer, vendor, or our information; | |
| ● | the inability to attract, train, engage, and retain key personnel; | |
| ● | the loss of one or more of our key executives; | |
| ● | the effect of design and manufacturing defects on our products and services; | |
| ● | the adverse effects from accidents, safety incidents, or workforce disruptions; | |
| ● | the inability to sustain pricing levels for our products and services; | |
| ● | the risk of warranty claims and product returns; | |
| ● | changes in marketing of our products and services which could affect our marketing expenses and subscription levels; | |
| ● | the need for additional capital to support business growth and objectives; | |
| ● | payment processing risk; | |
| ● | foreign currency exchange rate fluctuations; | |
| ● | our dependence on suppliers and manufactures to provide us with sufficient quantities of quality products in a timely fashion; | |
| ● | our limited control over our suppliers, manufacturers, and logistics partners; | |
| ● | the costs and risks associated with our complex regulatory, compliance, and legal environment; | |
| ● | our inability or failure to protect our intellectual property rights; | |
| ● | changes in tax laws and regulations; | |
| ● | failure to comply with the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”); | |
| ● | our status as a “foreign private issuer” under U.S. securities laws and the disclosure obligations which are applicable to us on the Nasdaq Capital Market; | |
| ● | our use of home country corporate governance practices instead of otherwise applicable Nasdaq corporate governance requirements; | |
| ● | the accuracy of or market growth forecasts; | |
| ● | our management team’s limited experience managing a public company; | |
| ● | the risk of earthquakes, fire, power outages, floods, public health crises, including the current COVID-19 pandemic, and other catastrophic events, and to interruption by man-made problems such as terrorism; |
| ● | our status as an “emerging growth company” and our election to comply with the reduced disclosure requirements as a public company that may make our Ordinary Shares less attractive to investors; | |
| ● | the risk that Ms. Jieting Zhao may have different interests than that of other shareholders; | |
| ● | the risk that Flying Height Consulting Services Limited may have different interests than that of other shareholders; | |
| ● | the risk that if we fail to establish and maintain an effective system of internal control over financial reporting, our ability to accurately and timely report our financial results or prevent fraud may be adversely affected, and investor confidence and the market price of our Ordinary Shares may be adversely impacted; | |
| ● | our intention to not pay dividends for the foreseeable future; | |
| ● | the risk that an active, liquid trading market may not develop or be sustained for our Ordinary Shares; | |
| ● | the risk that the laws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States; and | |
| ● | the risk that, because we are a Cayman Islands company and all of our business is conducted in Australia, you may be unable to bring an action against us or our officers and directors or to enforce any judgment you may obtain, and the U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in Australia |
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” and elsewhere in our 2025 Annual Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of these forward-looking statements after the date of this report or to conform these statements to actual results or revised expectations.
| -2- |
Results of Operations
Comparison of the Six-month Periods Ended December 31, 2025 and 2024
The following table summarizes the results of our operations during the six-month periods ended December 31, 2025 and 2024, and provides information regarding the dollar and percentage increase (or decrease) during such periods.
| For the Six-month period Ended December 31, | ||||||||||||||||||||||||
| 2025 | 2024 | Variance | ||||||||||||||||||||||
| US$ | % of revenue | US$ | % of revenue | US$ | % | |||||||||||||||||||
| REVENUE | 2,730,597 | 100.0 | % | 2,647,039 | 100.0 | % | 83,558 | 3.2 | % | |||||||||||||||
| COST OF GOODS SOLD | 1,909,324 | 69.9 | % | 1,632,280 | 61.7 | % | 277,044 | 17.0 | % | |||||||||||||||
| GROSS PROFIT | 821,273 | 30.1 | % | 1,014,759 | 38.3 | % | (193,486 | ) | (19.1 | )% | ||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||||||||
| Personnel expenses | 670,783 | 24.6 | % | 578,649 | 21.9 | % | 92,134 | 15.9 | % | |||||||||||||||
| Consulting fees | 2,934,611 | 107.5 | % | 574,659 | 21.7 | % | 2,759,952 | 410.7 | % | |||||||||||||||
| General and administrative expenses | 887,177 | 32.5 | % | 680,818 | 25.7 | % | 1,127,660 | 30.3 | % | |||||||||||||||
| Sales and marketing expenses | 253,704 | 9.3 | % | 209,118 | 7.9 | % | 44,586 | 21.3 | % | |||||||||||||||
| Amortization of operating right of use asset | 137,557 | 5.0 | % | 138,728 | 5.2 | % | (1,171 | ) | (0.8 | )% | ||||||||||||||
| Depreciation expenses | 2,530 | 0.1 | % | 5,195 | 0.2 | % | (2,665 | ) | (51.3 | )% | ||||||||||||||
| Total operating expenses | 4,886,362 | 179.0 | % | 2,187,167 | 82.6 | % | 4,020,496 | 123.4 | % | |||||||||||||||
| LOSS FROM OPERATION | (4,065,089 | ) | (150.0 | )% | (1,172,408 | ) | (44.3 | )% | (3,986,895 | ) | (246.7 | )% | ||||||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||||||||||
| IPO related-expenses | (300,000 | ) | (11.0 | )% | (300,000 | ) | (11.3 | )% | - | 0.0 | % | |||||||||||||
| Unrealized gain from marketable securities | - | N/A | 77,681 | 2.9 | % | (77,681 | ) | (100.0 | )% | |||||||||||||||
| Other income, net | 985 | 0.1 | % | - | N/A | 985 | 100.0 | % | ||||||||||||||||
| Unrealized loss on change in fair value of digital assets | (4,654,481 | ) | (170.5 | )% | - | N/A | (4,654,481 | ) | (100.0 | )% | ||||||||||||||
| Gain on change in fair value of convertible notes | 3,086,079 | 113.0 | % | 3,086,079 | 100.0 | % | ||||||||||||||||||
| Interest income | 85,699 | 3.1 | % | 129,292 | 4.9 | % | (43,593 | ) | (33.7 | )% | ||||||||||||||
| Interest expense | (1,199,186 | ) | (43.9 | )% | (74,256 | ) | (2.8 | )% | (1,124,930 | ) | 1514.9 | % | ||||||||||||
| Total other expense, net | (2,980,904 | ) | (109.2 | )% | (167,283 | ) | (6.3 | )% | (2,813,621 | ) | 1682.0 | % | ||||||||||||
| LOSS BEFORE TAX | (7,045,993 | ) | (258.0 | )% | (1,339,691 | ) | (50.6 | )% | (5,706,302 | ) | 425.9 | % | ||||||||||||
| INCOME TAX EXPENSE (CREDIT) | - | N/A | 340,351 | 12.9 | % | (340,351 | ) | (100.0 | )% | |||||||||||||||
| NET LOSS | (7,045,993 | ) | (258.0 | )% | (1,680,042 | ) | (63.5 | )% | (5,365,951 | ) | 319.4 | % | ||||||||||||
| EXTRAORDINARY ITEMS | ||||||||||||||||||||||||
| Unrealized loss on change in fair value of digital assets | 4,654,481 | 170.5 | % | - | N/A | 4,654,481 | 100.0 | % | ||||||||||||||||
| Gain on change in fair value of convertible notes | (3,086,079 | ) | 113.0 | % | - | N/A | 3,086,079 | 100.0 | % | |||||||||||||||
| One-off consulting fees related to digital assets | 1,341,810 | 49.1 | % | - | N/A | 1,341,810 | 100.0 | % | ||||||||||||||||
| One-off legal and professional fees related to digital assets, included in general and administrative expenses | 345,000 | 12.6 | % | - | N/A | 345,000 | 100.0 | % | ||||||||||||||||
| NORMALIZED NET LOSS | (3,790,781 | ) | (138.8 | )% | (1,680,042 | ) | (63.5 | ) | (2,110,739 | ) | 125.6 | % | ||||||||||||
| -3- |
Revenues
Revenues were $2,730,597 for the six-month period ended December 31, 2025, and $2,647,039 for the six-month period ended December 31, 2024, representing an increase of $83,558, or 3.2%. Revenues consist of only the merchandise revenues of $2,730,597 for the six-month period ended December 31, 2025, and $2,647,039 for the six-month period ended December 31, 2024. There was no licensing income for the six-month periods ended December 31, 2025, and 2024.
The following table summarizes the breakdown of revenues by categories for the periods indicated.
| For the Six-month Periods Ended December 31, | ||||||||||||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||||||||||
| US$ | % | US$ | % | US$ | % | |||||||||||||||||||
| Merchandise revenue | 2,730,597 | 100.0 | % | 2,647,039 | 100.0 | % | 83,558 | 3.2 | % | |||||||||||||||
| Total Revenue | 2,730,597 | 100.0 | % | 2,647,039 | 100.0 | % | 83,558 | 3.2 | % | |||||||||||||||
Merchandise revenue
Merchandise revenue represents the sales of our various gym and fitness equipment and products. Merchandise revenue increased by 3.2% or $83,558 to $2,730,597 in the six-month period ended December 31, 2025 from $2,647,039 in the six-month period ended December 31, 2024. The increase in merchandise revenue was primarily attributable to the net effects of: (i) a slight increase of 8.0% in sales orders from 10,711 in the six-month period ended December 31, 2024, to 11,563 in the six-month period ended December 31, 2025 due to our management team’s increased efforts on our promotional campaign and exploring new channels to solicit new customers; and (ii) slight drop in the average revenue per order from $247.13 in the six-month period ended December 31, 2024 to $236.15, or a decrease of 4.4%, in the six-month period ended December 31, 2025. The management considered the drop to be gentle and normal in nature.
Cost of goods sold
Cost of goods sold were $1,909,324 for the six-month period ended December 31, 2025, and $1,632,280 for the six-month period ended December 31, 2024, representing an increase of $277,044, or 17.0%. Cost of goods sold consist primarily of merchandise costs, freight costs, and other related purchase costs such as custom duties. The increase was in line with the increase in merchandise revenues, as well as the stock allowance expense related to slow-moving consignment of $277,087. Our cost of goods sold remains stable in terms of ratio, and accounted for 69.9% and 61.7% of our total revenue for the six-month periods ended December 31, 2025 and 2024, respectively.
| -4- |
Gross Profit
| For the Six-month Periods Ended December 31, | Change | |||||||||||||||
| (in US dollars, except percentage) | 2025 | 2024 | Amount | % | ||||||||||||
| Gross Profit | 821,273 | 1,014,759 | (193,486 | ) | (19.1 | )% | ||||||||||
| Gross Profit Margin | 30.1 | % | 38.3 | % | -8.2 | % | ||||||||||
Gross profit was $821,273 for the six-month period ended December 31, 2025, and $1,014,759 for the six-month period ended December 31, 2024, representing a decrease of $193,486, or 19.1%. The decrease in gross profit is primarily due to one-off stock allowance expense related to some slow-moving consignment stock of $227,087. Gross profit margin was 30.1% and 38.3% for the six-month periods ended December 31, 2025 and 2024, respectively, which was very stable.
Personnel Expenses
| For the Six-month Periods Ended December 31, | Change | |||||||||||||||
| (in US dollars, except percentage) | 2025 | 2024 | Amount | % | ||||||||||||
| Personnel expenses | 670,783 | 578,649 | 92,134 | 15.9 | % | |||||||||||
| as percentage of revenue | 24.6 | % | 21.9 | % | 2.7 | % | ||||||||||
Personnel expenses were $670,783 for the six-month period ended December 31, 2025, and $578,649 for the six-month period ended December 31, 2024, representing an increase of $92,134, or 15.9%. Personnel expenses consist primarily of employee salaries, superannuation, external consulting expenses and other employment expenses. Personnel expenses and headcount were relatively stable as a percentage of revenue, and the ratio was 24.6% and 21.9% in the six-month periods ended December 31, 2025 and 2024, respectively. Management targets to hire the right persons for each different task in order to maintain an effective and efficient operational team of the right size.
Consulting fees
| For the Six-month Periods Ended December 31, | Change | |||||||||||||||
| (in US dollars, except percentage) | 2025 | 2024 | Amount | % | ||||||||||||
| Consulting fees | 2,934,611 | 574,659 | 2,359,952 | 410.7 | % | |||||||||||
| as percentage of revenue | 107.5 | % | 21.7 | % | 85.8 | % | ||||||||||
Consulting fees were $2,934,611 for the six-month period ended December 31, 2025, and $574,659 for the six-month period ended December 31, 2024, representing an increase of $2,359,952, or 410.7%. During the six-month period ended December 31, 2025, the Company has incurred additional consulting fees on issues related to capital raises, business direction and strategy options, including crypto currencies investments, and domicile change.
General and Administrative Expenses
| For the Six-month Periods Ended December 31, | Change | |||||||||||||||
| (in US dollars, except percentage) | 2025 | 2024 | Amount | % | ||||||||||||
| General and administrative expenses | 887,177 | 680,818 | 206,359 | 30.3 | % | |||||||||||
| as percentage of revenue | 32.5 | % | 25.7 | % | 6.8 | % | ||||||||||
General and administrative expenses were $887,177 for the six-month period ended December 31, 2025, and $680,818 for the six-month period ended December 31, 2024, representing an increase of $206,359, or 30.3%. General and administrative expenses consist primarily of merchant fees, insurance, warehouse costs and other corporate expenses. The increase was mainly due to an impairment expense on other receivables of $100,000 in the six-month period ended December 31, 2025.
| -5- |
Sales and Marketing Expenses
| For the Six-month Periods Ended December 31, | Change | |||||||||||||||
| (in US dollars, except percentage) | 2025 | 2024 | Amount | % | ||||||||||||
| Sales and marketing expenses | 253,704 | 209,118 | 44,586 | 21.3 | % | |||||||||||
| as percentage of revenue | 9.3 | % | 7.9 | % | 1.4 | % | ||||||||||
Sales and marketing expenses were $253,704 for the six-month period ended December 31, 2025, and $209,118 for the six-month period ended December 31, 2024, representing an increase of $44,586, or 21.3%. However, as a percentage of revenue, sales and marketing expenses has remained stable at 9.3% and 7.9% for the six-month periods ended December 31, 2025 and 2024, respectively. Sales and marketing expenses consist primarily of advertising and marketing expenses on various online platforms.
Amortization of operating right of use asset
Amortization of operating right of use asset refers to our office premises and warehouse, which was $137,557 for the six-month period ended December 31, 2025, and $138,728 for the six-month period ended December 31, 2024, which is relatively stable across the two aforesaid periods.
Loss from Operations
The Company had a loss from operations of $4,065,089 and $1,172,408 for the six-month periods ended December 31, 2025 and 2024, respectively, representing an increase of $2,892,681, or 246.7%. The increase was mainly a result of the increase in consulting fees and general and administrative expenses.
IPO-related expenses
| For the Six-month Periods Ended December 31, | Change | |||||||||||||||
| (in US dollars, except percentage) | 2025 | 2024 | Amount | % | ||||||||||||
| IPO related-expenses | (300,000 | ) | (300,000 | ) | - | N/A | % | |||||||||
| as percentage of revenue | -11.0 | % | -11.3 | % | -0.3 | % | ||||||||||
IPO-related expenses include the accounting fee, auditing fee, legal fee, and consulting fee, which were incurred due to the initial public offering process and is not related to the daily operations of the Company. The IPO on Nasdaq was completed in August 2023, but there are still IPO-related expenses which are amortised over a period of three years to match with the corresponding agreement which has a three year term.
Unrealized gain from marketable securities
| For the Six-month Periods Ended December 31, | Change | |||||||||||||||
| (in US dollars, except percentage) | 2025 | 2024 | Amount | % | ||||||||||||
| Unrealized gain from marketable securities | - | 77,681 | (77,681 | ) | -100.0 | % | ||||||||||
| as percentage of revenue | N/A | 2.9 | % | -2.9 | % | |||||||||||
The Company had purchased certain equity securities on the Stock Exchange of Hong Kong for investment purposes in 2021. There is no gain or loss from the marketable securities in the six-month period ended December 31, 2025 as those securities were all sold before the fiscal year ended June 30, 2025. It has recorded an unrealized gain of $77,681 for the six-month period ended December 31, 2024, due to the fluctuation of the share prices of such equity securities.
| -6- |
Gain on change in fair value of convertible notes
| For the Six-month Periods Ended December 31, | Change | |||||||||||||||
| (in US dollars, except percentage) | 2025 | 2024 | Amount | % | ||||||||||||
| Gain on change in fair value of convertible notes | 3,086,079 | - | 3,086,079 | 100.0 | % | |||||||||||
| as percentage of revenue | 113.1 | % | N/A | 113.1 | % | |||||||||||
Gain on change in fair value of convertible notes was $3,086,079 for the six-month period ended December 31, 2025, and nil for the six-month period ended December 31, 2024, representing an increase of $3,086,079, or 100%. The Company elected the fair value option to measure its convertible notes payable and this amount represents the change in fair value.
Unrealized loss on digital assets
| For the Six-month Periods Ended December 31, | Change | |||||||||||||||
| (in US dollars, except percentage) | 2025 | 2024 | Amount | % | ||||||||||||
| Unrealized loss from digital assets | (4,654,481 | ) | - | (4,654,481 | ) | -100.0 | % | |||||||||
| as percentage of revenue | -170.5 | % | N/A | -170.5 | % | |||||||||||
In the six-month period ended December 31, 2025, the Company invested in crypto currencies which are tradable on the online open market. It has recorded an unrealized loss of $4,654,481 for the six-month period ended December 31, 2025, due to the recent volatile fluctuations in the crypto market.
Interest Income
Interest income was $85,699 for the six-month period ended December 31, 2025, and $129,292 for the six-month period ended December 31, 2024, representing a decrease of $43,593, or 33.7%. This interest income is generated from the note receivables, and the decrease in interest income is due to the fact that the interest income in the six-month period ended December 31, 2024, which covers an additional three months of interest from the fiscal year ended June 30, 2024, that was corrected in the fiscal year ended June 30, 2025.
Interest Expense
Interest expense was $1,199,186 for the six-month period ended December 31, 2025, and $74,256 for the six-month period ended December 31, 2024, representing an increase of $1,124,930, or 1514.9%. The increase in interest expense is primarily due to debt issue costs in the amount of $978,214.
| -7- |
Income Tax Expense
| For the Six-month Periods Ended December 31, | Change | |||||||||||||||
| (in US dollars, except percentage) | 2025 | 2024 | Amount | % | ||||||||||||
| Income tax expense | - | 340,351 | (340,351 | ) | -100.0 | % | ||||||||||
| effective tax rate | N/A | -25.4 | % | -25.4 | % | |||||||||||
Income tax expense was nil for the six-month period ended December 31, 2025, and income tax expense was $340,351 for the six-month period ended December 31, 2024, representing a decrease of $340,351, or 100.0%. The decrease was due to the Company being in a loss position during the six-month period ended December 31, 2025, and therefore no income tax expense is recognized. In addition, the management also does not recognize any income tax credit for prudent sake.
Net Loss and Comprehensive Loss
Net loss was $7,045,993 and $1,680,042 for the six-month periods ended December 31, 2025 and 2024, respectively, or an increase of $5,365,951 or 319.4%.
Comprehensive loss was $7,075,040 and $1,609,656 for the six-month periods ended December 31, 2025 and 2024, respectively, or an increase of $5,465,384 or 339.5%.
The net loss and comprehensive loss were mainly due to the aforesaid increase in consulting fees and general and administrative expenses and also the unrealized loss on the digital assets.
Normalized Net Loss
For the six-month period ended December 31, 2025, the extraordinary items include the unrealized loss on change in fair value of digital assets of $4,654,481, gain on change in fair value of convertible notes of ($3,086,079), one-off consulting fee related to digital assets of $1,341,810, and one-off legal and professional fees related to digital assets, included in general and administrative expenses, of $345,000. If we take out the effect of these extraordinary items, the normalized net loss would be $3,790,781 for the six-month period ended December, 2025, an increase in losses of $2,110,739 or 125.6% as compared to the six-month period ended December 31, 2024.
Current Liquidity and Capital Resources for the Six-month period ended December 31, 2025 compared to the Six-month period ended December 31, 2024
| 2025 | 2024 | |||||||
| Summary of Cash Flows: | ||||||||
| Net cash used in operating activities | $ | (4,418,572 | ) | $ | (743,957 | ) | ||
| Net cash used in investing activities | (55,328,299 | ) | - | |||||
| Net cash provided by financing activities | 65,681,207 | 476,412 | ||||||
| Foreign currency translation | (29,047 | ) | 70,386 | |||||
| Net increase (decrease) in cash and cash equivalents | 5,905,289 | (197,159 | ) | |||||
| Beginning cash and cash equivalents | 2,890,822 | 939,014 | ||||||
| Ending cash and cash equivalents | $ | 8,796,111 | $ | 741,855 | ||||
Operating Activities
Cash used by operations of $4,418,572 during the six-month period ended December 31, 2025 was primarily a result of our $7,045,993 net loss reconciled with the depreciation of $2,530, the amortization of right of use asset of $137,557, the unrealized loss on digital assets of $4,654,481, share based compensation of $1,344,663, gain on change in fair value of convertible notes of ($3,086,079), and changes in operating assets and liabilities, which include primarily (i) an increase in deposits and prepaids of $730,143 due to the increase in prepayment due to the up-front consulting fees paid related the fund raising and crypto strategies; (ii) a decrease in operating lease liability of $145,198 due to lease payment; (iii) a decrease in income tax payable of $119,654 due to the income tax payment during the six-month period ended December 31, 2025; which partially offset by (iv) an increase of trade and other payables of $173,254 which was due to the increase in short-term working capital borrowings; (v) a decrease of prepaid offering costs of $300,000 which was the amortization of prepaid consulting fees; and (vi) a decrease of inventories of $206,368 which was mainly due to relatives more goods were sold prior to December 31, 2025, as compared to the same time in the previous year.
| -8- |
Cash used by operations of $743,957 during the six-month period ended December 31, 2024 was primarily a result of our $1,680,042 net loss reconciled with the depreciation of $5,195, the amortisation of right of use asset of $138,728, the net gain from investments of $77,681, and changes in operating assets and liabilities, which include primarily (i) a decrease in capital receivables of convertible notes of $1,472,000 due to the settlement of capital injection receivable from our investor (ii) a decrease of prepaid offering costs of $300,000 which was due to the amortization of prepaid offering cost during the aforesaid period; (iii) a decrease in deferred tax asset of $342,122 which was due to the full valuation allowance was applied during the six-month period ended December 31, 2024; (iv) an increase of deferred revenue of $189,909 which was in-line with our growth in revenues; (v) a decrease of accounts payable and accrued expenses of $344,392 which mainly due to the net payments to our suppliers and services providers; (vi) an increase of inventories of $658,057 which was mainly due to increase of procurements in-line with the growth in revenue; and (vii) the decrease in income tax payable of $120,295 which was due to tax payments during the period.
Investing Activities
Cash used by investment of $55,328,299 during the six-month period ended December 31, 2025, was primarily a result of investment in digital assets of $58,485,000, which was partially offset by the proceeds from sales of digital assets of $3,158,101 during the period.
There was no net cash used or received in investing activities for the six-month period ended December 31, 2024.
Financing Activities
Net cash provided by financing activities was $65,681,207 for the six-month period ended December 31, 2025, which was mainly due to the funds raised from convertible notes of $63,700,000 and issued of new shares of $1,925,198.
Net cash provided by financing activities was $476,412 for the six-month period ended December 31, 2024, which was mainly due to the working capital raised from note payables during the period.
Future Capital Requirements
Our capital requirements for the fiscal year ending June 30, 2026 and beyond, will depend on numerous factors, including management’s evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise additional capital (including through possible joint ventures, acquisitions, and/or partnerships), we expect to incur substantial expenditures to carry out our business plan, as well as costs associated with our capital raising efforts and being a public company.
Inflation
The amounts presented in our unaudited consolidated financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
| -9- |
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
| Consolidated Financial Statements | |
| Consolidated Balance Sheets at December 31, 2025 (Unaudited) and June 30, 2025 | F-2 |
| Consolidated Statements of Operations and Comprehensive Loss for the six-month periods ended December 31, 2025 and 2024 (Unaudited) | F-3 |
| Consolidated Statements of Stockholders’ Equity for the six-month periods ended December 31, 2025 and 2024 (Unaudited) | F-4 |
| Consolidated Statements of Cash Flows for the six-month periods ended December 31, 2025 and 2024 (Unaudited) | F-5 |
| Notes to Consolidated Financial Statements (Unaudited) | F-7 |
| 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, $ | ||||||||
| Class B Common stock, $ | - | |||||||
| Common stock | - | |||||||
| 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)
| 2025 | 2024 | |||||||
| 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)
| Shares | Amount | Shares | Amount | Capital | Income (Loss) | Deficit | Total | |||||||||||||||||||||||||
| 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 | $ | - | $ | - | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
| Balance | $ | - | $ | - | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance December 31, 2024 | $ | - | $ | - | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| Balance | $ | - | $ | - | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-4 |
GMEX ROBOTICS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| 2025 | 2024 | |||||||
| 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:
Schedule of details of company and its subsidiaries
| 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
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):
Schedule of financial instruments recorded at fair value
| Fair Value Measurements at December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Digital Assets (Refer Note 5) | $ | $ | - | $ | - | $ | ||||||||||
| Investment | - | - | ||||||||||||||
| Assets | $ | $ | - | $ | - | $ | ||||||||||
| Liabilities: | ||||||||||||||||
| Convertible Notes at Fair Value (Refer Note 10) | $ | - | $ | - | $ | $ | ||||||||||
| Liabilities | $ | - | $ | - | $ | $ | ||||||||||
| Fair Value Measurements at June 30, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Digital Assets (Refer Note 5) | $ | - | $ | - | $ | - | $ | - | ||||||||
| Investments | - | - | - | - | ||||||||||||
| Assets | $ | - | $ | - | $ | - | $ | - | ||||||||
| Liabilities: | ||||||||||||||||
| Convertible Notes at Fair Value (Refer Note 10) | $ | - | $ | - | $ | - | $ | - | ||||||||
| Liabilities | $ | - | $ | - | $ | - | $ | - | ||||||||
| 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:
Schedule of convertible notes payable, 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:
Schedule of significant inputs and results arising from the monte carlo simulation process 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
nil 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 nil and nil 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 $
Net Income (Loss) Per Common Share
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.
Schedule of common stock equivalents
| 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.
Schedule of restatement of previously issued financial statements
The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated balance sheet for the six months ended December 31, 2025:
| December 31, | December 31, | |||||||||||
| 2025 | Adjustments | 2025 | ||||||||||
| (As Restated) | ||||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | $ | $ | - | $ | ||||||||
| 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, $ | - | |||||||||||
| Class B Common stock, $ | - | |||||||||||
| Common stock, value | - | |||||||||||
| 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:
| 2025 | Adjustments | 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:
| 2025 | Adjustments | 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:
| 2025 | Adjustments | 2025 | ||||||||||||
| For the six-month period ended | ||||||||||||||
| December 31, | December 31, | |||||||||||||
| 2025 | Adjustments | 2025 | ||||||||||||
| As Restated | ||||||||||||||
| Cash Flows from Operating Activities | ||||||||||||||
| Net loss | $ | ( | ) | $ | $ | ( | ) | |||||||
| 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.”
Schedule of segments of operations
| Gym Equipment | Total | |||||||
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 | ||||||||
| Operating lease expense | ||||||||
| Change in fair value of warrants | ||||||||
| Loss on extinguishment of warrants | ||||||||
| Depreciation expenses | ||||||||
| IPO related-expenses | ||||||||
| Unrealized loss on digital assets | ||||||||
| Gain on change in fair value of convertible notes | ||||||||
| Realized gain on investments | ||||||||
| Interest income | ||||||||
| Interest expense | ||||||||
| Total Assets | $ | $ | ||||||
| Gym Equipment | Total | |||||||
| 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) |
| Gym Equipment | Total | |||||||
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 | ||||||||
| Unrealized gain from marketable securities | - | |||||||
| 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:
Schedule of summaries of digital assets
| 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:
Schedule of quoted price of crypto asset
| 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
(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
On
December 26, 2025, the Company announced that its board had declared an interim cash dividend of $
On
December 17, 2025, the Company repurchased
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:
Schedule of property and equipment
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:
Schedule of operating right of use assets and operating lease liabilities
| 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 | |||||||
| Operating lease liabilities | ||||||||
| Office Lease | $ | $ | ||||||
| Less: current portion | ||||||||
| Long term portion | $ | - | $ | |||||
Schedule of maturity of operating lease liabilities
| 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 $
Schedule of convertible debt
| 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:
Schedule of reconciliation of provision of income tax
| 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:
Schedule of components of deferred tax assets
| 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 |