AnTix Holdings (OTC: IMTH) swings to profit and shifts into AI ticketing
Rhea-AI Filing Summary
AnTix Holdings, Inc. (IMTH) reports results for the year ended June 30, 2025, highlighting a major business shift and balance sheet changes. The company posted net income of
The core business generated no revenue from continuing operations in 2025, while operating expenses from continuing operations fell to
The company is exiting adult day services and repositioning as a technology-focused ticketing and media business built around Ticketbash’s artificial intelligence and dynamic pricing software, while maintaining a health and wellness presence through an exclusive Oral Thrush license. Despite reporting net income, AnTix has cumulative losses of
Positive
- Return to net income driven by asset sale and debt actions: For the year ended June 30, 2025, AnTix reported net income of
$1,268,903 versus a net loss of$7,938,897 in 2024, primarily due to a$3,366,943 gain on the sale of its SarahCare subsidiaries and a$1,140,708 gain on extinguishment of debt. - Reduction in operating expenses from continuing operations: Total operating expenses from continuing operations fell to
$2,728,979 from$4,003,417 , with stock-based compensation declining by$1,472,518 and consulting fees decreasing by$210,756 year over year. - Strategic repositioning toward AI-driven ticketing: The company has exited adult day services and is repositioning as a technology-focused ticketing platform, acquiring Ticketbash-related artificial intelligence and software assets and targeting dynamic pricing, fraud detection, and analytics for live events.
Negative
- Substantial doubt about going concern: The company discloses cumulative net losses of
$43,292,307 , limited cash of$13,616 , a working capital deficit of$1,280,533 , and dependence on new financing, and its independent auditor highlights substantial doubt about its ability to continue as a going concern. - No revenue from continuing operations: For both 2025 and 2024, revenue from continuing operations was
$0 , meaning the reported 2025 net income is driven by one-time gains rather than ongoing business activity. - Thin capitalization and stockholders’ deficit: At June 30, 2025, AnTix reported total assets of
$250,410 against total liabilities of$1,303,443 , resulting in a stockholders’ deficit of$1,053,033 despite the year’s net income. - Legacy debt defaults and legal exposures: The company has 13 old convertible promissory notes in default and previously incurred court judgments on certain notes; it also faces a new arbitration demand from a former SarahCare shareholder seeking
$150,000 plus expenses. - Microcap, illiquidity and penny stock status: On December 31, 2025, non-affiliate market value of common stock was approximately
$1,519,149 based on an OTC Link price of$0.0261 , and the shares are subject to SEC penny stock rules, which can restrict trading liquidity and increase transaction frictions.
Insights
AnTix shows an accounting profit from asset sales, but core operations remain pre-revenue and financially strained.
AnTix generated net income of
The balance sheet remains thin. Total assets were
Strategically, AnTix has sold SarahCare and is pivoting into technology-driven ticketing via Ticketbash’s artificial intelligence software, alongside an exclusive Oral Thrush license. However, this new focus is still at an early stage, with one employee and no reported revenue from continuing operations in 2025. The company also discloses legacy issues, including 13 defaulted convertible promissory notes and a
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Mark One
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended:
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to _________
Commission File No.
(Exact name of registrant as specified in its charter) |
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(State or Other Jurisdiction of Incorporation or Organization) |
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Telephone: (
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
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Securities registered under Section 12(g) of the Act:
Common Stock, $0.000001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
On December 31, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $
The number of the registrant’s shares of common stock outstanding was
TABLE OF CONTENTS
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PART I. | ||||
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Item 1. | Description of Business | 4 | ||
Item 1A. | Risk Factors | 7 | ||
Item 1B. | Unresolved Staff Comments | 7 | ||
Item 1C. | Cybersecurity |
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Item 2. | Properties | 8 | ||
Item 3. | Legal Proceedings | 8 | ||
Item 4. | Mine Safety Disclosures | 8 | ||
PART II. | ||||
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Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 9 | ||
Item 6. | Selected Financial Data | 11 | ||
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operation | 11 | ||
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 19 | ||
Item 8. | Financial Statements and Supplementary Data | F-1 | ||
Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 20 | ||
Item 9A. | Controls and Procedures | 20 | ||
Item 9B. | Other Information | 22 | ||
Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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PART III. | ||||
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Item 10. | Directors, Executive Officers and Corporate Governance | 23 | ||
Item 11. | Executive Compensation | 26 | ||
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 29 | ||
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 32 | ||
Item 14. | Principal Accounting Fees and Services | 32 | ||
PART IV. | ||||
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Item 15. | Exhibits, Financial Statement Schedules | 33 | ||
Signatures | 34 | |||
Exhibits |
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FORWARD LOOKING STATEMENTS
Unless stated otherwise or the context otherwise requires, the words “we,” “us,” “our,” the “Company,” “Innovative MedTech” or “Innovative” in this “Annual Report” on Form 10-K collectively refers to AnTix Holdings, Inc. (formerly known as Innovative MedTech, Inc.), a Delaware corporation (the “Company”), and its subsidiaries.
The information in this Annual Report on Form 10-K contains “forward-looking statements” relating to the Company, within the meaning of Rule 175 and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Sections 3b-6 and 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
This report contains information that may be deemed forward-looking, that is based largely on the Company’s current expectations, and is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those anticipated.
Among such risks, trends and other uncertainties, which in some instances are beyond its control, may be the Company’s ability to generate cash flows and maintain liquidity sufficient to service its debt, and comply with or obtain amendments or waivers of the financial covenants contained in its credit facilities, if necessary. Other risks and uncertainties include the impact of continuing adverse economic conditions, potential changes in the adult day care industry, energy costs, interest rates and the availability of credit, labor costs, legislative and regulatory rulings and other results of operations or financial conditions, increased capital and other costs, competition and other risks detailed from time to time in the Company’s publicly filed documents.
The words “may”, “will”, “would”, “could”, “believes”, “expects”, “anticipates”, “intends”, “plans”, “projects”, “considers” and similar expressions generally identify forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements, which are made as of the date of this report. The Company does not undertake to publicly update or revise its forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-K. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis should be read in conjunction with our consolidated financial statements for AnTix Holdings, Inc. Such discussion represents only the best present assessment from our Management.
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PART I
Item 1. Description of Business
Corporate Background
AnTix Holdings, Inc. (formerly known as Innovative MedTech, Inc.), (the “Company”) was originally formed on April 21, 2005, in New Jersey as “Serino 1, Corp.” On March 25, 2021, the Company acquired two companies, Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc. (collectively “SarahCare”), an adult day care center franchisor and provider. With multiple locations in 13 states, SarahCare offered seniors daytime care and activities focusing on meeting their physical and medical needs on a daily basis, and ranging from nursing care to salon services and providing meals, to offering engaging and enriching activities to allow them to continue to lead active and engaged lives. On or about May 27, 2025, the Company entered into a Securities Purchase Agreement with Colbico, LLC (the “Buyer”) pursuant to which the Company sold to the Buyer the Company’s shares of capital stock of both of Sarah Adult Day Services, Inc. and Sarah Day Care Centers, Inc. for $300,000 to paid to the Company within 30 days of closing. The transaction closed on June 28, 2025, and SarahCare is no longer owned by the Company.
On or about May 17, 2024, the Company entered into an Exclusive License Agreement (the “Exclusive License Agreement”) with Shear Kershman Labs, a Missouri corporation (“SKL”). SKL has developed Oral Thrush, a mouth wash that treats oral thrush, a condition in which a fungus, Candida albicans, accumulates on the lining of the mouth and sometimes overgrows and causes symptoms, such as creamy white lesions, usually on the tongue or inner cheeks. Under the Exclusive License Agreement, SKL will form a subsidiary to distribute Oral Thrush, the Company shall become an 80% owner of the subsidiary, and the Company issued 2,000,000 shares of the Company’s Common Stock to SKL. On December 20, 2024, Texas A&M University College of Dentistry and SKL signed a Memorandum of Understanding (MOU) to collaborate on transformative healthcare initiatives in oral care, including performing a bioequivalency study for Oral Thrush.
On or about April 25, 2025, the Company entered into an Asset Purchase Agreement (the “Asset Acquisition Agreement”), pursuant to which a newly formed subsidiary of the Company (the “New Subsidiary”) would purchase (the “Purchase”) assets of Grand Concierge LLC, d/b/a Ticketbash, a New York limited liability company (“Ticketbash”) associated with retail and wholesale event ticket pricing, and the development of software and artificial intelligence related to the ticket business (the “Assets”), in consideration of (i) the issuance by the Company to Ticketbash’s owners of 20,000,000 shares of common stock and 1,151,500 shares of Series A Convertible Preferred Stock (which preferred stock is convertible into 115,150,000 shares of common stock) (such shares of common stock and preferred stock collectively the “Shares”), and additional shares as necessary to ensure that the shares issued constitute 60% of the total number of fully diluted shares of the Company, (ii) the future payment of two million dollars ($2,000,000) to Ticketbash based on net revenue and income milestones to be determined by the parties in the future, and (iii) the future payment of percentage royalties to Ticketbash based on aggregate revenues generated by the New Subsidiary as follows: 2% of revenue up to $15,000,000, 4% of revenue from $15,000,000-$25,000,000, and 5% of revenue in excess of $25,000,000. In connection with the Purchase, Ticketbash also received the right to appoint two members of the Board of Directors of the Company. On or about April 25, 2025, Innovative issued the Shares to Ticketbash’s owners.
On May 30, 2025, because of existing encumbrances on the Assets, the Company and Ticketbash entered into Amendment No. 1 to Asset Purchase Agreement (the “Amendment”), providing that (i) instead of making the Additional Cash Investment, the Company would pay $1,000,000 to Ticketbash within 10 months (the “Initial Cash Payment”), and upon completion of Initial Cash Payment, the Assets would be immediately transferred to the Company; (ii) the equity purchase price would instead consist of a number of shares of Company preferred stock having voting rights equal to sixty percent (60%) of the total voting rights of the Company, and which shares of preferred stock shall have no economic rights, except that such shares shall automatically convert into sixty percent (60%) of the total number of outstanding shares of Common Stock on a fully diluted basis (following issuance of conversion shares) calculated as of June 1, 2025, upon the payment by the Company of the Initial Cash Payment; and (iii) the Additional Cash Purchase Price would be paid over a 36-month period based on based on revenue and income milestones to be determined by the parties in the future.
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On October 3, 2025, the Company and Ticketbash amended their agreement to (i) revise the assets being purchased to instead include only a copy of the source code, object code and related technical specs for the Ticketbash artificial intelligence and related software, and (ii) reduce the purchase price to $522,000, which amount had already been paid by the Company, resulting in the immediate closing of the acquisition.
Description of Business
Historically, through May 2025, the Company was a provider of health and wellness services, and had two divisions: technology and devices and Adult Day Services. The Company’s technology and devices division has signed an Exclusive Licensing Agreement with SKL for its Oral Thrush product, and the company’s formerly-wholly owned subsidiary SarahCare, an adult day care center franchisor with corporate owned centers and franchise locations across the United States. SarahCare offered seniors daytime care and activities ranging from exercise and medical needs daily to nursing care and salon services.
With the disposition of SarahCare and our Adult Day Services division during May of 2025, the Company is beginning a transition into media and artificial intelligence space via its asset acquisition of Ticketbash, while still maintaining it health and wellness division and related contracts through its license of Oral Thrush. Our historical operating results, are those of our Adult Day Services and technology and devices divisions.
We are now a technology focused ticketing services company leveraging machine learning models for predictive analytics and dynamic pricing to transform how live events, venues, and organizers manage ticketing, pricing, and customer engagement. Leveraging advanced machine learning and predictive analytics, our platform optimizes ticket sales by dynamically adjusting pricing, preventing fraud, and maximizing seat utilization. Unlike traditional ticketing systems, we combine automation with real-time insights to deliver a seamless experience for both event organizers and attendees.
The Ticketbash proprietary technology reduces inefficiencies in the secondary market, enhances security with AI-driven fraud detection, and provides organizers with actionable data to increase revenue and fan satisfaction. Whether for concerts, sports, theater, or large-scale conferences, we offer a smarter, transparent, and scalable ticketing solution built for the future of live experiences.
Overview and Mission
Our mission is to be one of the market leaders in the ticketing industry and expand into the further media and technology markets. We have an experienced management team of ticket nad media professionals and financial markets executives that have strong relationships in the industry.
Reinvest in our Technology
We are continuing to examine ways to improve and enhance our technology offerings to improve efficiencies in our operations. Further, we are evaluating new software and medical device technology to use at our centers to help with our participants who are experiencing chronic conditions. We believe placing new technologies at our centers to further meet the needs of our participants will help us to stand out in the daycare market and attract further participants to our centers. As we continue to evaluate new ways of bringing new technologies and efficiencies to our operations, we believe we will be able to attract new participants and potentially reduce medical costs.
Industry Overview
The global online event ticketing market was valued at $36.2 billion in 2024 and is expected to grow at a CAGR of 2.86% through 2030. Significant factors fueling the growth of the online event ticketing market include the increased use of apps in mobile phones to high internet penetration to book movies and live event tickets online. Emerging countries are also more involved in using smartphones with mobile internet, leading to an increase in awareness for online ticketing at home.
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Furthermore, offering promotions and discounts on purchasing an online ticket would propel the online event ticketing market forward during the projection period. Furthermore, the rising use of online ticketing due to its convenience, ease, and speed of booking and an increase in the development of user-friendly apps for Android and iOS to support hassle-free online ticket purchases is likely to propel the online event ticketing market forward. Since service fees are included in major online event ticketing systems, they are paid platforms or applications. The majority of platforms charge a fee per ticket in addition to a portion of the ticket price. Many entertainment companies have legacy infrastructure that adds extra costs, forcing them to charge hefty fees to stay in business. In addition to ticketing fees, credit card processing fees must be paid if credit cards are utilized.
Moreover, most ticketing systems charge the ticket buyer credit card processing and ticket convenience costs. Approximately 85% of event organizers pass these costs on to the attendees. Currently, most ticket purchasers are asked to pay a service fee in addition to the price of the ticket. In addition, as different ticketing businesses offer varying pricing points, the payment structure and costs are important factors to consider when choosing a ticketing platform. Event planners, for example, offer reasonable ticketing software and even a free trial to ensure that their customers get all they need and more with no strings attached.
North America has had the highest share of ticket sales since 2021. This dominance is attributable to higher per capita income and increased internet penetration in countries like the United States and Canada.
On October 3, 2025, the Company and Ticketbash amended their agreement to (i) revise the assets being purchased to instead include only a copy of the source code, object code and related technical specs for the Ticketbash artificial intelligence and related software, and (ii) reduce the purchase price to $522,000, which amount had already been paid by the Company, resulting in the immediate closing of the acquisition.
Employees
As of June 30, 2025, the Company had 1 employee.
Intellectual Property
The Company does not currently own any intellectual property, except for exculsive license agreement with Oral Thrush and the proprietary source code associated Ticketbash’s robotic process automation and artificial intelligence in the ticketing market.
Competition
The wholesale ticketing industry is highly competitive and fragmented, with market participants ranging from large, well-capitalized enterprises to smaller niche operators. Competitors include both vertically integrated ticketing platforms that control distribution channels and secondary marketplaces, as well as specialized wholesalers that leverage proprietary technology or exclusive contractual relationships to secure inventory. Competitive factors include, without limitation, access to premium event rights, pricing power, technological capabilities, customer relationships, and regulatory compliance. Certain competitors may have greater financial resources, established brand recognition, or longstanding contractual arrangements with event organizers and venues, which could place the Company at a competitive disadvantage. The Company’s ability to compete effectively depends on its continued innovation, maintenance of strategic relationships, and compliance with applicable laws and regulations governing ticket sales and resale practices.
Governmental Regulations
We will be governed by government laws and regulations governing media, and event ticketing and digital markets. We believe that we are currently in compliance with all laws which govern our operations and have no current liabilities thereunder. Our intent is to maintain strict compliance with all relevant laws, rules and regulations.
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Reports to Security Holders
We intend to furnish our shareholders annual reports containing consolidated financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the Securities and Exchange Commission in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the Commission if they become necessary in the course of our company’s operations.
The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.
Environmental Regulations
We do not believe that we are or will become subject to any environmental laws or regulations of the United States. While our products and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our products or potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to provide the information required by this item.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity
Our board of directors and senior management recognize the critical importance of maintaining the trust and confidence of our clients, business partners and employees. Our management, led by our Chief Executive Officer and Chief Financial Officer, are actively involved in oversight of our risk management efforts, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”). Our cybersecurity processes and practices are fully integrated into the Company’s ERM efforts. In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
Risk Management and Strategy
As one of the critical elements of our overall ERM approach, our cybersecurity efforts are focused on the following key areas:
● | Governance: Management |
● | Collaborative Approach: We have implemented a cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. |
● | Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, |
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Third parties also
While we have experienced cybersecurity threats in the past in the normal course of business and expect to continue to experience such threats from time to time, to date, none have had a material adverse effect on our business, financial condition, results of operations or cash flows. Even with the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.
Item 2. Properties
As of June 30, 2025, the Company maintains its corporate address at 2310 York Street, Suite 200, Blue Island, IL, 60406. This space is provided by the Company’s Chairman, Charles Everhardt, a related party, on a rent free basis at the present time. The Company does not currently have a lease for this space at this time but expects to enter into a month-to-month office lease for this space.
Item 3. Legal Proceedings
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than disclosed herein, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.
As of June 30, 2025, we were not a party to any material legal proceedings.
We have 13 old convertible promissory notes that are in default, and we may be subject to legal proceedings or lawsuits from any number of those convertible noteholders, including the below.
On April 7, 2013, three note holders (Brook Hazelton, Benjamin M. Manalaysay, Jr., and Diego McDonald, the “Plaintiffs”), whom together invested a total principal amount of $45,000 in the form of Convertible Promissory Notes (the “Notes”) to the Company, together filed a “Notice of Commencement of Action Subject to Mandatory Electronic Filing” in the Supreme Count of the State of New York, County of New York. The Plaintiffs alleged that the Company breached their contracts with the Plaintiffs and included causes of action for unjust enrichment and related claims, seeking repayment of each of their respective convertible promissory notes plus interest. On or about February 24, 2014, the three Plaintiffs received judgment against the Company from the court in the amounts of $33,686, $8,546 and $33,697 respectively.
As of the date of this Annual Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties, except for the below:
On October 6, 2025, the Company was served notice with a Demand for Arbitration by Brian Froelich, a shareholder of the SarahCare entities. Mr. Froelich claims breach of contract and unjust enrichment against the Company and Veterans Services, LLC dba Veterans USA LLC, an entity owned by the Company’s Chairman Charles Everhardt. Mr. Froelich seeks $150,000 in what he claims are unpaid royalty payments due, plus enforcement expenses. The Company believes that these claims are unfounded, and the Company intends to rigorously defend itself on this matter.
Item 4. Mine Safety Disclosures
Not applicable to our Company.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
The Company’s common stock is traded on the OTC Link ATS (the alternative trading system operated by OTC Markets Group, Inc.) under the symbol “IMTH”. As of June 30, 2025, the Company’s common stock was held by 187 shareholders of record, which does not include shareholders whose shares are held in street or nominee name.
The following information reflects the high and low prices of the Company’s common stock. High and low prices are from prices reported by OTCMarkets.com.
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Fiscal year ended June 30, 2025: |
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First Quarter |
| $ | 0.45 |
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| $ | 0.2975 |
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Second Quarter |
| $ | 0.48 |
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| $ | 0.32 |
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Third Quarter |
| $ | 0.68 |
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| $ | 0.36 |
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Fourth Quarter |
| $ | 0.60 |
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| $ | 0.0327 |
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Fiscal year ended June 30, 2024: |
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First Quarter |
| $ | 3.49 |
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| $ | 1.57 |
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Second Quarter |
| $ | 2.00 |
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| $ | 1.13 |
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Third Quarter |
| $ | 1.47 |
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| $ | 0.295 |
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Fourth Quarter |
| $ | 0.74 |
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| $ | 0.55 |
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We have engaged Clear Trust Transfer as the Company’s transfer agent to serve as agent for shares of our common stock, Series A Convertible Preferred Stock, and Series B Convertible Preferred Stock. Our transfer agent’s contact information is as follows:
16540 Pointe Village Dr., Suite 205
Lutz, FL 33558
Telephone: (813) 235-4490
Dividend Distributions
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
Securities authorized for issuance under equity compensation plans
The Company does not have a stock option plan.
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Penny Stock
Our common stock is considered “penny stock” under the rules the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:
| · | contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading; |
| · | contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; |
| · | contains a toll-free telephone number for inquiries on disciplinary actions; |
| · | defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and |
| · | contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation. |
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:
| · | bid and offer quotations for the penny stock; |
| · | the compensation of the broker-dealer and its salesperson in the transaction; |
| · | the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and |
| · | monthly account statements showing the market value of each penny stock held in the customer’s account. |
In addition, the penny stock rules that require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.
Related Stockholder Matters
None.
Purchase of Equity Securities
None.
Recent Sales of Unregistered Equity Securities
During the fiscal year ended June 30, 2025, the Company did not have any unregistered sales of any equity securities, except as described below.
On or about February 5, 2025, the Company issued 100,000 common shares, par value, $0.000001 per share, to an investor, for a purchase price of $100,000.
On or about February 18, 2025, the Company issued 500,000 common shares, par value, $0.000001 per share, to an investor, for a purchase price of $25,000.
On or about March 4, 2025, the Company issued 120,000 common shares, par value, $0.000001 per share, to an investor, for a purchase price of $6,000.
On or about March 7, 2025, the Company issued 100,000 common shares, par value, $0.000001 per share, to an investor, for a purchase price of $5,000.
On or about May 1, 2025, the Company issued 200,000 common shares, par value, $0.000001 per share, to an investor investor, for a purchase price of $10,000.
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On or about May 20, 2025, the Company issued 1,400,000 common shares, par value, $0.000001 per share, to an investor, for a purchase price of $70,000.
On or about May 20, 2025, the Company issued 400,000 common shares, par value, $0.000001 per share, to an investor, for a purchase price of $20,000.
On or about May 22, 2025, the Company issued 500,000 common shares, par value, $0.000001 per share, to an investor, for a purchase price of $25,000.
On or about May 23, 2025, the Company issued 1,500,000 common shares, par value, $0.000001 per share, to an investor, for a purchase price of $75,000.
On or about June 3, 2025, the Company issued 1,600,000 common shares, par value, $0.000001 per share, to an investor, for a purchase price of $80,000.
On or about June 5, 2025, the Company issued 200,000 common shares, par value, $0.000001 per share, to an investor investor, for a purchase price of $10,000.
On or about June 6, 2025, the Company issued 100,000 common shares, par value, $0.000001 per share, to an investor investor, for a purchase price of $5,000.
On or about June 6, 2025, the Company issued 100,000 common shares, par value, $0.000001 per share, to an investor investor, for a purchase price of $5,000.
On or about June 13, 2025, the Company issued 500,000 common shares, par value, $0.000001 per share, to an investor, for a purchase price of $25,000.
The forgoing shares were issued pursuant to the exemption from registration provided by Regulation A and/or Section 4(a)(2) of the Securities Act of 1933, as amended, as shares were purchased under the Company’s qualified Regulation A offering, and the transactions did not involve a public offering.
Item 6. Selected Financial Data
As the Company is a “smaller reporting company,” this item is inapplicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks” and “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-K. Investors should carefully consider all of such risks before making an investment decision with respect to the Company’s stock. The following discussion and analysis should be read in conjunction with our consolidated financial statements and summary of selected financial data for AnTix Holdings, Inc. Such discussion represents only the best present assessment from our Management.
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DESCRIPTION OF COMPANY
Historically, through May 2025, the Company was a provider of health and wellness services, and had two divisions: technology and devices and Adult Day Services. The Company’s technology and devices division has signed an Exclusive Licensing Agreement with SKL for its Oral Thrush product, and the company’s formerly-wholly owned subsidiary SarahCare, an adult day care center franchisor with corporate owned centers and franchise locations across the United States. SarahCare offered seniors daytime care and activities ranging from exercise and medical needs daily to nursing care and salon services.
With the disposition of SarahCare and our Adult Day Services division during May of 2025, the Company is beginning a transition into media and artificial intelligence space via its asset acquisition of Ticketbash, while still maintaining it health and wellness division and related contracts through its license of Oral Thrush. Our historical operating results, are those of our Adult Day Services and technology and devices divisions.
We are now a technology focused ticketing services company leveraging machine learning models for predictive analytics and dynamic pricing to transform how live events, venues, and organizers manage ticketing, pricing, and customer engagement. Leveraging advanced machine learning and predictive analytics, our platform optimizes ticket sales by dynamically adjusting pricing, preventing fraud, and maximizing seat utilization. Unlike traditional ticketing systems, we combine automation with real-time insights to deliver a seamless experience for both event organizers and attendees.
The Ticketbash proprietary technology reduces inefficiencies in the secondary market, enhances security with AI-driven fraud detection, and provides organizers with actionable data to increase revenue and fan satisfaction. Whether for concerts, sports, theater, or large-scale conferences, we offer a smarter, transparent, and scalable ticketing solution built for the future of live experiences.
The following Management Discussion and Analysis should be read in conjunction with the consolidated financial statements and accompanying notes included in this Form 10-K.
COMPARISON OF THE YEAR ENDED JUNE 30, 2025, TO THE YEAR ENDED JUNE 30, 2024
Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto for the years ended June 30, 2025 and 2024, and related management discussion herein.
Our consolidated financial statements are stated in U.S. Dollars and are prepared in accordance with generally accepted accounting principles of the United States (“GAAP”).
Going Concern Qualification
Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred cumulative net losses of $43,292,307 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise additional capital through debt or future issuances of capital stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.
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Discontinued Operations
Our operating results for discontinued operations for the years ended June 30, 2025 and 2024, and the changes between those periods for the respective items, are summarized as follows:
|
| Years Ended June 30, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Total revenue |
| $ | 1,694,419 |
|
| $ | 1,824,925 |
|
Operating expenses |
|
| 1,577,956 |
|
|
| 2,095,584 |
|
Income from operations |
|
| 116,463 |
|
|
| (270,659 | ) |
Other income (expenses) |
|
| (25,786 | ) |
|
| (3,627,337 | ) |
Gain (loss) from operations of discontinued operations |
| $ | 90,677 |
|
| $ | (3,897,996 | ) |
Gain on disposition of subsidiaries |
| $ | 3,366,943 |
|
| $ | - |
|
Operating Results
Our operating results for the years ended June 30, 2025 and 2024, and the changes between those periods for the respective items, are summarized as follows:
|
| Year Ended |
|
|
| |||||||
|
| June 30 |
|
| Change |
| ||||||
|
| 2025 |
|
| 2024 |
|
| Amount |
| |||
Operating loss |
| $ | (2,728,979 | ) |
| $ | (4,003,417 | ) |
| $ | 1,274,438 |
|
Other income (expense) |
|
| 540,262 |
|
|
| (37,484 | ) |
|
| 577,746 |
|
Net loss |
| $ | (2,188,717 | ) |
| $ | (4,040,901 | ) |
| $ | 1,852,184 |
|
Revenues
Our revenue stayed the same at $0 for the year ended June 30, 2025, from revenue of $0 in the comparative year ended June 30, 2024. The following table presents revenue expenses for the years ended June 30, 2025 and 2024:
|
| Year Ended |
|
|
|
| ||||||
|
| June 30 |
|
| Change |
| ||||||
|
| 2025 |
|
| 2024 |
|
| Amount |
| |||
Participant fees |
| $ | - |
|
| $ | - |
|
| $ | - |
|
Franchise fees |
|
| - |
|
|
| - |
|
|
| - |
|
Total revenue |
| $ | - |
|
| $ | - |
|
| $ | - |
|
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| Table of Contents |
Operating Expenses
Our operating expenses decreased to $2,428,979 for the year ended June 30, 2025, from operating expenses of $4,003,417 in the comparative year ended June 30, 2024. The decrease was due to decreases in, stock-based compensation and salaries and wages. The following table presents operating expenses for the years ended June 30, 2025 and 2024:
|
| Year Ended |
|
|
|
|
| |||||||||
|
| June 30, |
|
| Change |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| Amount |
|
| Percentage |
| ||||
General and administrative |
| $ | 359,986 |
|
| $ | 24,579 |
|
| $ | 335,407 |
|
|
| 1,364.61 | % |
Stock-based compensation |
|
| 252,985 |
|
|
| 1,725,503 |
|
|
| (1,472,518 | ) |
|
| (85.34 | )% |
Consulting fees |
|
| 1,933,250 |
|
|
| 2,144,006 |
|
|
| (210,756 | ) |
|
| (9.83 | )% |
Legal & professional expenses |
|
| 182,758 |
|
|
| 109,329 |
|
|
| 73,429 |
|
|
| 67.16 | % |
Total operating expenses |
| $ | 2,728,979 |
|
| $ | 4,003,417 |
|
| $ | (1,274,438 | ) |
|
| (31.83 | )% |
The Company recorded $359,986 in general and administrative fees during the year ended June 30, 2025, as compared to $24,579 for the prior fiscal year, with the increase primarily due to the Company’s increased administrative expenses. We realized a decrease of $1,472,518 in stock based compensation during the year ended June 30, 2025, as compared to the same period in the prior fiscal year due to a decrease in management and consultants’ stock-based compensation. We realized a decrease of $210,756 in consulting fees during the year ended June 30, 2025, as compared to the same period in the prior fiscal year, primarily due to decreasing operational expenses during the most recent fiscal year as compared to the prior fiscal year. We realized an increase of $73,429 in legal & professional expenses during the year ended June 30, 2025, as compared to the prior fiscal year due to an increase in our use of consultants for business and corporate development.
Other Income (Expense)
The following table presents other income and expenses for the years ended June 30, 2025 and 2024:
|
| Year Ended |
| |||||
|
| June 30 |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Interest expense, related parties |
| $ | (54,304 | ) |
| $ | (33,040 | ) |
Interest expenses |
|
| (84,905 | ) |
|
| (87,477 | ) |
Amortization of debt discount |
|
| (16,112 | ) |
|
| (22,849 | ) |
Change in fair value of derivatives |
|
| (4,325 | ) |
|
| 8,050 |
|
Loss on impairment of deposits on acquisitions |
|
| (440,800 | ) |
|
| - |
|
Loss on impairment of intangible assets |
|
| - |
|
|
| 111,487 |
|
Gain in extinguishment of debt |
|
| 1,140,708 |
|
|
| (13,655 | ) |
Total other income (expense) |
| $ | 540,262 |
|
| $ | (37,484 | ) |
During the year ended June 30, 2025, interest expense, related party increased to $54,304 and interest expense increased to $84,905, as compared to greater interest expense, related party and lower interest expense during the prior fiscal year due to a decrease and increase in certain loans and lease liabilities. During the year ended June 30, 2025, amortization of debt discount decreased to $16,112 from $22,849 for the prior year, due to the decrease in the amount of debts. During the year ended June 30, 2025, the change in fair value of derivatives decreased to ($4,325) from $8,050 for the prior fiscal year, due to inputs in the derivative calculation, such as current share price. During the year ended June 30, 2025, loss on impairment of intangible assets decreased to $0 from $111,487 for the prior year, due to fully writing off the intangible assets during the year. During the year ended June 30, 2025, the loss on impairment of deposits on acquisitions increased to ($440,800), from $0 for the prior fiscal year, due to the deposits on the Company’s acquisition during the year. During the year ended June 30, 2025, gain on extinguishment of debt increased to $1,140,708 from ($13,655) for the prior year for both, due to the writing off of certain debts during the year
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Net Income (Loss)
The Company incurred a $1,268,903 net income (loss) during the year ended June 30, 2025, compared to net loss of $7,938,897 in the prior fiscal year. The decrease in net loss is primarily due to the decrease in the Company’s operating expenses, specifically its stock compensation expense due to consulting arrangements, and the gain on the disposition of subsidiaries during the most recent fiscal year ended June 30, 2025.
Liquidity and Capital Resources
Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.
Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred cumulative net losses of $43,292,307 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise additional capital through debt or future issuances of capital stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.
Working Capital
The following table presents our working capital position as of June 30, 2025 and 2024:
|
| Year Ended |
|
|
|
|
| |||||||||
|
| June 30 |
|
| Change |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| Amount |
|
| Percentage |
| ||||
Cash |
| $ | 13,616 |
|
| $ | 873 |
|
| $ | 12,743 |
|
|
| 1,459.68 | % |
Notes receivable, related party |
|
| 9,294 |
|
|
| 9,294 |
|
|
| - |
|
| - | % | |
Assets of discontinued operations, current |
|
| - |
|
|
| 273,612 |
|
|
| (273,612 | ) |
|
| (100.00 | )% |
Current Assets |
|
| 22,910 |
|
|
| 283,779 |
|
|
| 260,869 |
|
|
| (91.93 | )% |
Current Liabilities |
|
| 1,303,443 |
|
|
| 4,101,357 |
|
|
| (2,797,914 | ) |
|
| (68.22 | )% |
Working Capital |
| $ | (1,280,533 | ) |
| $ | (3,817,578 | ) |
| $ | (2,537,045 | ) |
|
| (66.46 | )% |
The change in working capital during the year ended June 30, 2025, was primarily due to a decrease in current assets of $260,869 in conjunction with an decrease in current liabilities of $2,797,914. Current assets decreased primarily due to a decrease in assets of discontinued operations of $273,612 and cash of $12,743. Current liabilities decreased primarily due to the sale of the SarahCare subsidiaries.
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Cash Flow
The following tables presents our cash flow for the year ended June 30, 2025 and 2024:
|
| Year ended |
| |||||
|
| June 30 |
| |||||
|
| 2025 |
|
| 2024 |
| ||
Cash from operating activities |
| $ | 2,854,212 |
|
| $ | (4,094,816 | ) |
Cash flows in investing activities |
|
| (127,500 | ) |
|
| - |
|
Cash from financing activities |
|
| 352,974 |
|
|
| 188,382 |
|
Net change in cash for the period |
| $ | 12,743 |
|
| $ | (247 | ) |
Cash Flows from Operating Activities
For the year ended June 30, 2025, net cash flows from operating activities increased to $2,854,212 from ($4,094,816) for the year ended June 30, 2025, due primarily to the Company’s net income from the current fiscal year relating to the gain on disposition of its SarahCare subsidiaries in the amount of $3,366,943.
Cash Flows from Investing Activities
For the year ended June 30, 2025, net cash flows used in investing increased to $127,500 from $0 during the most recent and prior fiscal years.
Cash Flows from Financing Activities
For the year ended June 30, 2025, net cash flows from financing activities increased to $352,974 from $188,382 for the year ended June 30, 2024, due to an increase in proceeds from notes payable and a securities offering during the most recent fiscal year.
Off Balance Sheet Arrangements
We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of 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. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our consolidated financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the years ended June 30, 2025 and 2024.
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Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. The ownership interest of consolidated entities not wholly-owned by the Company are presented as noncontrolling interests in the accompanying consolidated financial statements. Intercompany balances and transactions have been eliminated in consolidation, and net income (loss) is reduced by the portion of net income (loss) attributable to noncontrolling interests. The Company reports investments in unconsolidated entities over whose operating and financial policies it has the ability to exercise significant influence under the equity method of accounting.
The Company evaluates its potential variable interest entity (“VIE”) relationships under certain criteria as provided for in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). ASC 810 broadly defines a VIE as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The Company performs this evaluation on an ongoing basis and consolidates any VIEs for which the Company is determined to be the primary beneficiary, as determined by the Company’s power to direct the VIE’s activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates.
Cash and Cash Equivalents
The Company maintains cash balances in a non-interest bearing account that sometimes exceeds over $250,000 federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of June 30, 2025 and 2024.
Earnings Per Share Calculation
Basic earnings per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.
Revenue Recognition
Prior to the sale of the SarahCare subsidiaries, the Company recognized revenue as follows: participant fees and franchise fees. Participant fee revenue is recognized over time as services are delivered under residency, day care, home health, and outpatient agreements. Performance obligations are based on the nature of services, and revenue is recorded under ASC 606 or ASC 842 depending on whether lease or non-lease components predominate. Payments come from participants or third-party payors such as Medicaid and Veterans Affairs, with estimates for retroactive adjustments recorded in the period services are provided. Franchise fee revenue comes from royalties, generally a percentage of gross revenues, and reimbursements for costs under franchise agreements. Revenue is recognized as services are provided, while related reimbursements are recorded in revenues and the corresponding costs are included in operating expenses.
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Income Taxes
The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the consolidated financial statements.
Leases
In December 2018, the FASB issued ASC 842 and as ASU 2016-02, is the new lease accounting standard published by the Financial Accounting Standards Board (“FASB”). It replaced the previous US GAAP leasing standard, ASC 840. The purpose of the new standard is to close a major accounting loophole in ASC 840: off-balance sheet operating leases. Public companies began to implement the standard starting after December 15, 2018. Private companies will follow a year later on December 15, 2020. ASC 842 represents a significant overhaul of the accounting treatment for leases, with the most significant change being that most leases, including most operating leases, are now capitalized on the balance sheet. Under ASC 840, FASB permitted operating leases to be reported only in the footnotes of corporate financial statements. Under ASC 842, the only leases that are exempt from the capitalization requirement are short-term leases less than or equal to 12 months in length. This became effective December 1, 2019 and the Company chose to adopt it early on December 1, 2018. The adoption did not have any material impact on the Company’s consolidated financial statements as the Company has no long term leases.
Fair value of financial instruments
The Company’s financial instruments include cash and cash equivalents, accounts payable, accrued liabilities, and debt. Derivative liabilities were adjusted to fair market value at the end of each reporting period, using Level 3 inputs. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:
| · | Level 1 – Quoted prices in active markets for identical assets or liabilities. |
| · | Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| · | Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. |
The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses, accrued interest, certain notes payable and notes payable – due to related parties, approximate their fair values because of the short maturity of these instruments.
The Company accounts for its derivative liabilities, at fair value, on a recurring basis under Level 3 (See Note 11).
Embedded Conversion Features
The Company evaluates embedded conversion features within convertible debt under Accounting Standards Codification (“ASC”) 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial feature.
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Derivative Financial Instruments
When the Company issues debt that contains a conversion feature, it first evaluates whether the conversion feature meets the requirements to be treated as a derivative: a) one or more underlying, typically the price of the Company’s stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. There are certain scope exceptions from derivative treatment, but these typically exclude conversion features that provide for a variable number of shares.
If the conversion feature within convertible debt meet the requirements to be treated as a derivative, the Company estimates the fair value of the derivative liability using the Monte Carlo Simulation Model upon the date of issuance. If the fair value of the derivative liability is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the derivative liability is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The derivative liability is revalued at the end of each reporting period and any change in fair value is recorded as a change in fair value in the statements of operations. The debt discount is amortized through interest expense over the life of the debt. Derivative instrument liabilities and the host debt agreement are classified on the balance sheets as current or non-current based on whether settlement of the derivative instrument could be required within twelve months of the balance sheet date.
The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 “Derivatives and Hedging” (provides comprehensive guidance on derivative and hedging transactions) whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors.
Debt Issue Costs and Debt Discount
The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
Recently Issued Accounting Pronouncements
As of and for the year ended June 30, 2025, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.
Seasonality
We do not expect our sales to be impacted by seasonal demands for our products and services.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
As the Company is a “smaller reporting company,” this item is inapplicable.
| 19 |
| Table of Contents |
Item 8. Financial Statements and Supplementary Data
AnTix Holdings, Inc.
Table of Contents
|
| Page | |
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| |
Report of Independent Registered Public Accounting Firm (ID NO. |
| F-2 |
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Consolidated Balance Sheets |
| F-4 |
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Consolidated Statements of Operations |
| F-5 |
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Consolidated Statements of Changes in Stockholders’ Deficit |
| F-6 |
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Consolidated Statements of Cash Flows |
| F-7 |
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Notes to Consolidated Financial Statements |
| F-8 |
|
| F-1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Antix Holding, Inc. (formerly Innovative Medtech Inc.)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Antix Holding, Inc. (formerly Innovative Medtech Inc., the “Company”) as of June 30, 2025 and June 30, 2024, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years ended June 30, 2025 and June 30, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and June 30, 2024, and the results of its operations and its cash flows for the years ended June 30, 2025 and June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has incurred net losses from continuing operations and working capital deficits. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.
3702 West Spruce Street #1430 • Tampa, Florida 33607 • +1.813.441.9707 |
| F-2 |
| Table of Contents |
Derivatives
As described in Note 3 to the Company’s consolidated financial statements, when the Company issues debt that contains a conversion feature, it first evaluates whether the conversion feature meets the requirements to be treated as a derivative. If the conversion feature within convertible debt meets the requirements to be treated as a derivative, the Company estimates and records the fair value of the derivative liability using the Monte Carlo Simulation Model upon the date of issuance. The derivative liability is revalued at the end of each reporting period.
We identified the Company’s application of the accounting for convertible notes as a critical audit matter. The principal considerations for our determination of this critical audit matter related to the high degree of subjectivity in the Company’s judgments in determining the qualitative factors. Auditing these judgments and assumptions by the Company involves auditor judgment due to the nature and extent of audit evidence and effort required to address these matters.
The primary procedures we performed to address the critical audit matter included the following:
| - | We obtained debt and warrant related agreements and performed the following procedures: |
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| - | Reviewed agreements for all relevant terms. |
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| - | Tested management’s identification and treatment of agreement terms. |
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| - | Recalculated management’s fair value of each conversion feature based on the terms in the agreements. |
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| - | Assessed the terms and evaluated the appropriateness of management’s application of their accounting policies, along with their use of estimates, in the determination of the amortization of the debt discount. |
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| - | Reviewed the work of the Company to calculate the change in fair value of the derivative liability using the Monte Carlo method to determine whether the change in fair value of the derivative liability recorded by the Company was reasonable. |
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| - | Obtained and reviewed the legal letter from the law firm which opined on the unenforceability of specific convertible debt and evaluated the appropriateness of management’s accounting treatment of the debt extinguishment. |
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We have served as the Company’s auditor since 2024. | |
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January 8, 2026 |
|
| F-3 |
| Table of Contents |
ANTIX HOLDINGS, INC. (FORMERLY INNOVATIVE MEDTECH, INC.) AND SUBSIDIARIES | ||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||
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| June 30, 2025 |
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| June 30, 2024 |
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Assets |
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Current assets |
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Cash and cash equivalents |
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| $ |
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Notes receivable, related party |
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Other receivable |
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Assets of discontinued operations, current |
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Total current assets |
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Deposit on business acquisition |
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Assets of discontinued operations, non-current |
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Total Assets |
| $ |
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| $ |
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Liabilities & Stockholders' Deficit |
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Current liabilities |
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Accounts payable and accrued expenses |
| $ |
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| $ |
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Accrued interest |
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Accrued interest, related parties |
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Notes payable, related parties, current |
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Notes payable, current |
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Convertible notes payable, current |
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Derivative liability |
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Liabilities of discontinued operations, current |
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Total current liabilities |
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Royalty liability |
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Liabilities of discontinued operations, non-current |
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Total Liabilities |
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Commitments and contingencies (Note 15) |
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Stockholders' Deficit |
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Series A Preferred stock, $ |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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| ( | ) |
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| ( | ) |
Total Stockholders' Deficit |
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| ( | ) |
|
| ( | ) |
Total Liabilities and Stockholders' Deficit |
| $ |
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| $ |
| ||
See accompanying notes to consolidated financial statements.
| F-4 |
| Table of Contents |
ANTIX HOLDINGS, INC. (FORMERLY INNOVATIVE MEDTECH, INC.) AND SUBSIDIARIES | ||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
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| For the years ended |
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| June 30, |
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| 2025 |
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| 2024 |
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Revenue: |
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Participant fees |
| $ |
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| $ |
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Franchise fees |
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Operating expenses: |
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General and administrative |
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Stock-based compensation |
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Consulting fees |
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Legal and professional fees |
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Total operating expenses |
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Loss from operations |
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Other income (expense): |
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Interest expense, related parties |
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| ( | ) |
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| ( | ) |
Interest expense |
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| ( | ) |
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| ( | ) |
Amortization of debt discount |
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| ( | ) |
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| ( | ) |
Change in fair value of derivatives |
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| ( | ) |
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Loss of impairment of intangible assets |
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Loss on impairment of deposit on acquisition |
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Gain on extinguishment of debt |
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| ( | ) | |
Total other income (expense) |
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| ( | ) | |
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Net loss from continuing operations |
| $ | ( | ) |
| $ | ( | ) |
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Discontinued operations |
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Gain on disposition of subsidiaries |
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Gain (loss) from operations of discontinued operations |
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| ( | ) | |
Total discontinued operations |
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| ( | ) | |
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Income (loss) before tax benefit (expense) |
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| ( | ) | |
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Income tax benefit (expense) |
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Net Income (loss) applicable to common stockholders |
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| ( | ) | |
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Basic and diluted earnings per share on net income (loss) |
| $ |
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| $ | ( | ) | |
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Weighted average shares outstanding - basic and diluted |
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| ||
See accompanying notes to consolidated financial statements.
| F-5 |
| Table of Contents |
ANTIX HOLDINGS, INC.
(FORMERLY INNOVATIVE MEDTECH, INC.)
AND SUBSIDIARIES
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
For the years ended June 30, 2025 and 2024
|
| Series A Preferred Stock |
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| Common Stock |
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| Additional Paid-in |
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| Accumulated |
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| Stockholders |
| |||||||||||||
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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| Deficit |
| |||||||
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| |||||||
Balance, June 30, 2023 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
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| ( | ) | |||||
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Warrants issued with notes payable |
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| - |
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| - |
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Stock issued for services |
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| - |
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Conversion of notes payable and accrued interest |
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| - |
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Stock issued in satisfaction of accounts payable |
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| - |
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Stock-based compensation |
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| - |
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| - |
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Net loss |
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| - |
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| - |
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| ( | ) |
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| ( | ) | |||
Balance, June 30, 2024 |
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| ( | ) |
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| ( | ) | |||||
Sale of common stock |
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| - |
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Stock issued for services |
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| - |
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Stock issued for deposit in joint venture |
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| - |
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Stock-based compensation |
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| - |
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| - |
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Stock issued for satisfaction of accounts payable |
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| - |
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Net income |
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| - |
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| - |
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Balance, June 30, 2025 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | |||||
See accompanying notes to consolidated financial statements.
| F-6 |
| Table of Contents |
ANTIX HOLDINGS, INC. (FORMERLY INNOVATIVE MEDTECH, INC.) AND SUBSIDIARIES | ||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
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| For the years ended |
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| June 30, |
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| 2025 |
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| 2024 |
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Cash Flows from Operating Activities |
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Net Income (Loss) |
| $ |
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| $ | ( | ) | |
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Adjustments to reconcile net loss to net cash used by operating activities: |
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Stock-based compensation |
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Stock issued for services |
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Amortization of royalty fee liability discount |
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Amortization of debt discount |
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Change in fair value of derivatives |
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| ( | ) | |
Loss of impairment of intangible assets |
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| ( | ) | |
Loss on impairment of deposit on acquisition |
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(Gain) loss on extinguishment of debt |
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Changes in operating assets & liabilities |
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Accounts payable and accrued liabilities |
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Accrued interest, related party |
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Accrued interest |
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Net change in operating activities from continuing operations |
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| ( | ) | |
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Cash Flows from Investing Activities |
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Deposits on business acquisition |
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Net change in investing activities from continuing operations |
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Cash Flows from Financing Activities |
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Sale of common stock |
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Proceeds from notes payable |
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Proceeds from notes payable, related parties |
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Payments on notes payable |
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Net change in financing activities from continuing operations |
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Net change in cash and cash equivalents from continuing operations |
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| ( | ) | |
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CASH FLOWS FROM DISCONTINUED OPERATIONS |
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Net change in operating activities from discontinued operations |
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| ( | ) |
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Net change in investing activities from discontinued operations |
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Net change in financing activities from discontinued operations |
|
| ( | ) |
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| ( | ) |
Net change in cash and cash equivalents from discontinued operations |
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Net change in cash and cash equivalents |
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| ( | ) | |
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Cash and cash equivalents at beginning of period |
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Cash and equivalents at end of period |
| $ |
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| $ |
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Supplemental Cash Flow Information |
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Cash paid for interest |
| $ |
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| $ |
| ||
Cash paid for income taxes |
| $ |
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| $ |
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Non-cash investing and financing activities: |
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Common stock issued for deposit on business acquisition |
| $ |
|
| $ |
| ||
Accounts payable and accrued expenses converted to convertible notes payable |
| $ |
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| $ |
| ||
Common stock issued for satisfaction of accounts payable |
| $ | |
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| $ | |
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Accrued interest converted to convertible notes payable |
| $ | |
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| $ | |
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Debt discount associated with notes payable |
| $ | |
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| $ | |
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Legal fees paid from proceeds from notes payable |
| $ | |
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| $ | |
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Accounting fees paid from proceeds from notes payable |
| $ | |
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| $ | |
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Loan repayments paid from proceeds from notes payable |
| $ | |
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| $ | |
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Accounts payable repayments paid from proceeds from notes payable |
| $ | |
|
| $ | |
|
Interest payments paid from proceeds from notes payable |
| $ | |
|
| $ | |
|
See accompanying notes to consolidated financial statements.
| F-7 |
| Table of Contents |
ANTIX HOLDINGS, INC.
(FORMERLY INNOVATIVE MEDTECH, INC.)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2025
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
AnTix Holdings, Inc. (formerly known as Innovative MedTech, Inc.) (the “Company”), a Delaware corporation, is a media and technology company. On September 19, 2025, the Company filed with the State of Delaware a Certificate of Amendment to our Amended and Restated Certificate of Incorporation to change our corporate name from “Innovative MedTech, Inc.” to “AnTix Holdings, Inc.”.
On or about April 25, 2025, the Company entered into an Asset Purchase Agreement (the “Asset Acquisition Agreement”), pursuant to which a newly formed subsidiary of the Company (the “New Subsidiary”) would purchase (the “Purchase”) assets of Grand Concierge LLC, d/b/a Ticketbash, a New York limited liability company (“Ticketbash”) associated with retail and wholesale event ticket pricing, and the development of software and artificial intelligence related to the ticket business (the “Assets”), in consideration of
On May 30, 2025, because of existing encumbrances on the Assets, the Company and Ticketbash entered into Amendment No. 1 to Asset Purchase Agreement (the “Amendment”), providing that
On October 3, 2025, the Company and Ticketbash amended their agreement to (i) revise the assets being purchased to instead include only a copy of the source code, object code and related technical specs for the Ticketbash artificial intelligence and related software, and (ii) reduce the purchase price to $
On or about May 27, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Colbico, LLC (the “Buyer”) pursuant to which the Company will sell to the Buyer the Company’s shares of capital stock of both of Sarah Adult Day Services, Inc., an Ohio corporation, and Sarah Day Care Centers, Inc., an Ohio corporation, for $
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On or about May 17, 2024, the Company entered into an Exclusive License Agreement (the “Exclusive License Agreement”) with Shear Kershman Labs, a Missouri corporation (“SKL”). SKL has developed Oral Thrush, a mouth wash that treats oral thrush, a condition in which a fungus, Candida albicans, accumulates on the lining of the mouth and sometimes overgrows and causes symptoms, such as creamy white lesions, usually on the tongue or inner cheeks.
On December 20, 2024, Texas A&M University College of Dentistry and SKL signed a Memorandum of Understanding (MOU) to collaborate on transformative healthcare initiatives in oral care, including performing a bioequivalency study for Oral Thrush.
NOTE 2. LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN
The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the continuation of operations, realization of assets and liquidation of liabilities in the ordinary course of business.
For the years ended June 30, 2025 and 2024, the Company reported a net income (loss) of $
As of June 30, 2025, the Company maintained total assets of $
The Company continues to have limited capital resources and has experienced net losses and negative cash flows from operations and expects these conditions to continue for the foreseeable future. As of June 30, 2025, the Company had $
The Company believes that additional capital will be required to fund operations through June 30, 2025 and beyond, as it attempts to generate increasing revenue, and develop new products. The Company intends to attempt to raise capital through additional equity offerings and debt obligations. There can be no assurance that the Company will be successful in obtaining financing at the level needed or on terms acceptable to the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the years ended June 30, 2025 and 2024.
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Principles of Consolidation
The Company has two wholly-owned operating subsidiaries; Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc., along with non-operating subsidiaries consisting of RX Vitality, Inc. and the 10 formed limited liability companies formed for the additional SarahCare location leases. The consolidated financial statements, which include the accounts of the Company and its two wholly-owned subsidiaries, are prepared in conformity with GAAP pursuant to the rules and regulations of the SEC. All significant intercompany balances and transactions have been eliminated. The consolidated financial statements have been prepared using the accrual basis of accounting in accordance with GAAP and presented in US dollars. The fiscal year end is June 30. The Company sold its SarahCare subsidies around June 28, 2025.
Discontinued Operations
A component of an entity that is disposed of by sale or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity’s operations and financial results. The results of discontinued operations are aggregated and presented separately in the Consolidated Statement of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheet, including the comparative prior year period. Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc. cash flows are reflected as cash flows from discontinued operations within the Company’s Consolidated Statements of Cash Flows for each period presented.
Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, and historical results of Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc. The discontinued operations exclude general corporate allocations.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates.
Cash and Cash Equivalents
The Company maintains cash balances in a non-interest-bearing account that does not exceed $
Earnings Per Share Calculation
Basic earnings per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. There are
Intangible Assets
Certain intangible assets arose from the acquisition of Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc. on March 25, 2021 and consist of the following, which have been or are being amortized on a straight-line basis over the following estimated useful lives unless they have an indefinite life:
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Non-Compete Agreement |
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An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted.
Revenue Recognition
Revenue is recognized when a customer obtains services. 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 only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the services it provides to the customer. Once a contract is determined to be within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct.
Patient Fees (for SarahCare)
Participant fee revenue is reported at the amount that reflects the consideration the Company expects to receive in exchange for the services provided. These amounts are due from participants or third-party payors and include variable consideration for retroactive adjustments from estimated reimbursements, if any, under reimbursement programs. Performance obligations are determined based on the nature of the services provided. Resident fee revenue is recognized as performance obligations are satisfied.
Under the Company’s day care agreements, which are generally for a contractual term of 30 days to one year, the Company provides services to participants for a stated daily or monthly fee. The Company has elected the lessor practical expedient within ASC 842, Leases (“ASC 842”) and recognizes, measures, presents, and discloses the revenue for services under the Company’s senior living residency agreements based upon the predominant component, either the lease or nonlease component, of the contracts. The Company has determined that the services included under the Company’s independent living, assisted living, and memory care residency agreements have the same timing and pattern of transfer and are performance obligations that are satisfied over time. The Company recognizes revenue under ASC 606, Revenue Recognition from Contracts with Customers (“ASC 606”) for its participants agreements for which it has estimated that the nonlease components of such agreements are the predominant component of the contract.
The Company enters into contracts to provide home assisted health, and certain outpatient services. Each service provided under the contract is capable of being distinct, and thus, the services are considered individual and separate performance obligations. The performance obligations are satisfied as services are provided and revenue is recognized as services are provided.
The Company receives payment for services under various third-party payor programs which include Medicaid, Veterans Affairs and other third-party payors. Estimates for settlements with third-party payors for retroactive adjustments from estimated reimbursements due to audits, reviews, or investigations are included in the determination of the estimated transaction price for providing services. The Company estimates the transaction price based on the terms of the contract with the payor, correspondence with the payor, and historical payment trends. Changes to these estimates for retroactive adjustments are recognized in the period the change or adjustment becomes known or when final settlements are determined.
Billings for services under third-party payor programs are recorded net of estimated retroactive adjustments, if any. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods or as final settlements are determined. Contractual or cost related adjustments from Medicaid or Veterans Affairs are accrued when assessed (without regard to when the assessment is paid or withheld). Subsequent adjustments to these accrued amounts are recorded in net revenues when known.
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Franchise Fees (for SarahCare)
The Company franchises a number of its locations under franchise contracts which provide periodic franchise fee payments to the Company and reimbursement for costs and expense related to such franchises. The Company’s franchisees pay a variety of royalties and fees, including an agreed upon percentage of gross revenues (as defined in the franchise agreement). The Company estimates the amount of franchise fee revenue expected to be earned, if any, during the annual contract period and revenue is recognized as services are provided. The Company’s estimate of the transaction price for the franchise services also includes the amount of reimbursement due from the franchises for services provided and related costs incurred.
SarahCare, as the franchisor, supplies the franchisee’s with initial assistance and approval with the following: (1) Providing the site selection criteria for the SARAH Business and, upon a potential franchisee’s request, provide input regarding possible sites. The Company does not own and lease any site to franchisees. After the franchise selects and the Company approves a site, the Company will designate the geographic area within which they may establish the SARAH Business; (2) Approve the signage; (3) Identify the standards and specifications for products, services, and materials that comply with the System, and, if the Company requires, the approved suppliers of these items. The Company will furnish a potential Franchisee with the listing of the package of initial franchise items as detailed in the Operations Manual. Neither the Company or its affiliate provide, deliver, or install any of these items; (4) Provide an Initial Training Program; and (5) Provide an Operations Training Program.
Once the Franchisee’s SarahCare business is operational, the Company will: (1) Issue and modify System standards for SARAH Businesses; (2) Provide access to a copy of the Company’s Operations Manual as they make available through our intranet. The Operations Manual contains mandatory and suggested specifications, standards and operating procedure; (3) Provide additional or special guidance and assistance and training as the Company deem appropriate and for which a potential Franchisee are financially responsible; (4) Inspect and observe the operation of the SARAH Business to help a potential Franchisee comply with the Franchise Agreement and all System standards; (5) Let the Franchisee use the confidential information; and, (6) Let the Franchisee use the Marks (trademarks, trade names, service marks, and logos).
Accounts Receivable and Allowance for Credit Losses
Accounts receivable are carried at the original invoiced amount less an allowance for doubtful accounts based on the probability of future collection. The Company maintains an allowance for credit losses for estimated losses resulting from the inability of our customers to make required payments. The Company employs an expected credit loss model utilizing historical loss rates and historical trends in credit quality indicators (e.g., delinquency, risk ratings), adjusted to reflect current economic conditions and knowledge or customer relationships. Management considers the following factors when determining the collectability of specific customer accounts: customer creditworthiness, past transaction history with the customer, current industry trends, changes in customer payment terms, and specific customer situations. Estimated uncollectible amounts are charged to earnings and a credit to a valuation allowance. Balances which remain outstanding after reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. The Company has assessed that certain receivables may not be collectable and has recorded an allowance for credit losses of $
Leases
The Company accounts for leases in accordance with Accounting Standards Update (“ASU”) 2016-02, “Leases” (Topic 842). Based on this standard, the Company determines if an agreement is a lease at inception. Leases are included – right to use, current portion of lease liability, and operating lease liability, less current portion in the Company’s consolidated balance sheets. Finance leases are included in property, plant and equipment, net current portion of long-term debt, net and long-term debt, less current portion and debt issuance costs in the Company’s consolidated balance sheets.
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Fair value of financial instruments
The Company’s financial instruments include cash and cash equivalents, accounts payable, accrued expenses, and debt. The carrying value of these financial instruments is considered to be representative of their fair value due to the short maturity of these instruments. The carrying amount of the debt approximates fair value, because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company. The Company’s derivative liabilities were adjusted to fair market value at the end of each reporting period, using Level 3 inputs.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities.
The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses and interest, certain notes payable and notes payable – due to related parties, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under Level 3 (See Note 11).
Embedded Conversion Features
The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial feature.
Derivative financial instruments
When the Company issues debt that contains a conversion feature, it first evaluates whether the conversion feature meets the requirements to be treated as a derivative: a) one or more underlying, typically the price of the Company’s stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. There are certain scope exceptions from derivative treatment, but these typically exclude conversion features that provide for a variable number of shares.
If the conversion features within convertible debt meet the requirements to be treated as a derivative, the Company estimates the fair value of the derivative liability using the Monte Carlo Simulation Model upon the date of issuance. If the fair value of the derivative liability is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the derivative liability is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The derivative liability is revalued at the end of each reporting period and any change in fair value is recorded as a change in fair value in the consolidated statements of operations. The debt discount is amortized through interest expense over the life of the debt. Derivative instrument liabilities and the host debt agreement are classified on the consolidated balance sheets as current or non-current based on whether settlement of the derivative instrument could be required within twelve months of the balance sheet date.
| F-13 |
| Table of Contents |
The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 “Derivatives and Hedging” (provides comprehensive guidance on derivative and hedging transactions) whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors.
Debt Issue Costs and Debt Discount
The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
Reclassification of Presentation
Certain prior year amounts have been reclassified to conform with current year presentation. These reclassifications had no effect on the reported results of operations.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, enhancing segment expense transparency. The update requires public entities to disclose significant segment expenses regularly provided to the chief operating decision maker and extends certain annual segment disclosures to interim periods. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with interim period application required starting after December 15, 2024, and early adoption permitted.
The Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations for the quarter ended as of March 31, 2025 or on a going forward basis.
Income Taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards, and are measured using enacted tax rates expected to apply when the differences are realized or settled. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized, based on management’s assessment of future taxable income, the reversal of existing temporary differences, and available tax-planning strategies. The Company recognizes the tax effects of uncertain tax positions only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authorities, with recognized tax benefits measured as the largest amount of benefit that is more than 50 percent likely to be realized upon ultimate settlement. Interest and penalties related to uncertain tax positions are recorded as a component of income tax expense, and the overall provision for income taxes includes both current and deferred amounts based on management’s best estimate of taxable income for the period.
Subsequent Events
In accordance with ASC 855, Subsequent Events, the Company evaluated subsequent events through the date of this report; the date the consolidated financial statements were available for issue.
NOTE 4. SEGMENT REPORTING
The Company operates as a single reportable segment and evaluates performance based on revenue and operating income. In accordance with ASU 2023-07, the Company discloses significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included in the reported measure of segment profit. For the year ended June 30, 2025, significant segment expenses include consulting fees and stock based compensation.
Since the Company has only one reportable segment, all required segment disclosures, including those previously presented only on an annual basis, are now provided in both annual and interim financial statements.
| F-14 |
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NOTE 5. DISCONTINUED OPERATIONS
On June 28, 2025, the Company disposed of both of its wholly-owned subsidiaries Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc. in exchange for $300,000 and forgiveness of $2,177,929 in liabilities. As of June 30, 2025, the $300,000 was not received and was recorded in other receivable on the balance sheet. As a result of the disposition, the Company recorded a gain on disposition of subsidiaries in the amount of $3,366,943. The gain was calculated as follows:
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Consideration: |
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Cash |
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Royalty liability |
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Intercompany loans |
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Notes payable |
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Accrued interest |
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Total consideration |
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Less negative net assets |
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Gain on disposition of subsidiary |
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The Company categorized Sarah Adult Day Services, Inc., and Sarah Day Care Centers, Inc. as discontinued operations in our consolidated financial statements for year ended June 30, 2024.
The operating results for discontinued operations have been presented in the accompanying consolidated statement of operations for the year ended June 30, 2024 is summarized below:
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Total revenue |
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Operating expenses |
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Income from operations |
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Other income (expenses) |
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Gain (loss) from operations of discontinued operations |
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Gain on disposition of subsidiary |
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Total discontinued operations |
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The assets and liabilities of the discontinued operations at June 30, 2024 is summarized below:
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Cash and cash equivalents |
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Accounts receivable, net |
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Prepaid expenses |
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Assets of discontinued operations, current |
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Deposits |
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Right-of-use asset |
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Finance lease asset, net |
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Property and equipment, net |
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Assets of discontinued operations, non-current |
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Total Assets |
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Accounts payable and accrued expenses |
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Accrued interest |
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Accrued interest, related parties |
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Notes payable, related parties, current |
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Notes payable, current |
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SBA loan |
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Line of credit |
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Finance lease liability |
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Operating lease liability |
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Liabilities of discontinued operations, current |
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Notes payable, non-current |
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Finance lease liability, non-current |
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Operating lease liability, non-current |
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SBA Loan, non-current |
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Liabilities of discontinued operations, non-current |
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Total Liabilities |
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(1) Property and equipment, net
Property and equipment, at cost, for the discontinued operations consisted of the following at June 30, 2024:
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Vehicles |
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Computer equipment |
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Property, plant and equipment - net |
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Depreciation expense for the discontinued operations for the year ended June 30, 2024 was $42,081.
(2) Leases
Operating leases
Stow Professional Lease
Sarah Adult Day Centers, Inc. has a facilities lease with
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April 1, 2021 |
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May 1, 2021 to March 31, 2021 |
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January 1, 2022 to March 31, 2022 |
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January 1, 2023 to March 31, 2023 |
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January 1, 2024 to March 31, 2024 |
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January 1, 2025 to March 31, 2025 |
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*The Company has to repay the lessor monthly payments as a result of COVID relief.
S. Frank Professional Lease
Sarah Day Care Centers, Inc. on March 25, 2021, the Company acquired a facilities lease with
| F-17 |
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Higbee Lease
Sarah Adult Day Centers, Inc. has a facilities lease with
Operating lease right-of-use asset and liability 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 incremental borrowing rate, estimated to be
Right-of-use asset is summarized below:
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Office lease |
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Less: accumulated amortization |
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Right-of-use asset, net |
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Operating lease liability is summarized below:
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Office lease |
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Less: current portion |
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Long term portion |
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Commencing during the year ended June 30, 2025, the Company leases office equipment under two finance leases with combined monthly payments of $
Finance right of use assets are summarized below:
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Equipment lease |
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Less accumulated amortization |
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Finance right of use asset |
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| F-18 |
| Table of Contents |
Amortization expense was $
Finance lease liabilities are summarized below:
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Equipment lease |
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Less: current portion |
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Long term portion |
| $ |
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(3) Notes payable, related parties
As of June 30, 2024, the Company had $
Ref No. Note |
|
| Date of |
| Original |
|
| Maturity |
| Interest |
|
| Principal Balance |
| ||||
Issuance |
|
| Issuance |
| Principal |
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| Date |
| Rate % |
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| 3/31/25 |
| ||||
| 1 |
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| * |
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| % |
| $ |
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| Total |
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| $ |
| |
* As of June 30, 2025, this note is in default.
(4) Notes payable
As of June 30, 2024, the Company had $
|
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| Date of |
| Original |
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| ||||||
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| Note |
| Principal |
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| Maturity |
| Interest |
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| June 30, |
| ||||
Ref No. |
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| Issuance |
| Balance |
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| Date |
| Rate (%) |
|
| 2024 |
| ||||
| 1 |
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| $ |
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| $ |
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| 2 |
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| Total |
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| $ |
| |
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| Total Current |
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| $ |
| |
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| Total Long Term |
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| $ |
| |
(5) SBA loan
On June 25, 2020 and January 6, 2022, Sarah Day Care Centers, Inc. received proceeds of $
| F-19 |
| Table of Contents |
NOTE 6. NOTES RECEIVABLE, RELATED PARTIES
The Company has several notes receivables from a related party. They are as follows:
|
| June 30, 2025 |
|
| June 30, 2024 |
| ||
|
|
|
|
|
|
| ||
Note receivable from related party (see Note 17), due in six months, with no installments, 5% interest maturing March 2022 |
|
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| ||
Total notes receivable |
|
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| ||
Less long-term |
|
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|
|
|
| ||
Total short term notes receivable |
| $ |
|
| $ |
| ||
NOTE 7. NOTES PAYABLE
As of June 30, 2025 and 2024, the Company had $
|
|
| Date of |
| Original |
|
|
|
|
| Principal Balance as of |
| ||||||||||
|
|
| Note |
| Principal |
|
| Maturity |
| Interest |
|
| June 30, |
|
| June 30, |
| |||||
Ref No. |
|
| Issuance |
| Balance |
|
| Date |
| Rate (%) |
|
| 2025 |
|
| 2024 |
| |||||
| 1 |
|
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| ** |
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| $ |
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| $ |
| |||||
| 2 |
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| ** |
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| 3 |
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| ** |
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| |||||
| 4 |
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| ** |
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| 5 |
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| ** |
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| 6 |
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| ** |
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| 7 |
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| ** |
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| 8 |
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| 9 |
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| Various |
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| |
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| Less: unamortized discount |
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| ( | ) |
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| |||
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| Total |
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| $ |
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| $ |
| ||
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| Total Current |
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| $ |
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| $ |
| ||
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| Total Long Term |
|
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|
|
|
|
| $ |
|
| $ |
| ||
________
** As of June 30, 2025, these notes are in default.
On June 4, 2025, the Company entered into a Promissory Note Agreement with a lender in the amount of $
On June 4, 2025, the Company entered into a Promissory Note Agreement with a lender in the amount of $
On May 2, 2025, the Company entered into a Promissory Note Agreement with a lender in the amount of $
On February 10, 2025, the Company entered into a Promissory Note Agreement with a lender in the amount of $
On February 7, 2025, the Company entered into a Promissory Note Agreement with a lender in the amount of $
| F-20 |
| Table of Contents |
On December 12, 2024, the Company entered into a Promissory Note Agreement with a lender in the amount of $
On December 9, 2024, the Company entered into a Promissory Note Agreement with a lender in the amount of $
On July 30, 2024, the Company entered into a Promissory Note Agreement with a lender in the amount of $
On July 30, 2024, the Company entered into a Promissory Note Agreement with a lender in the amount of $
NOTE 8. NOTES PAYABLE, RELATED PARTIES, CURRENT
As of June 30, 2025 and 2024, the Company had $
Ref No. Note |
|
| Date of |
| Original Principal |
|
| Maturity |
| Interest |
|
| Principal Balance |
|
| Principal Balance |
| |||||
Issuance |
|
| Balance |
| Rate % |
|
| Date |
| Rate % |
|
| 6/30/25 |
|
| 6/30/24 |
| |||||
| 1 | * |
|
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|
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| 2 | * |
|
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| % |
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| ||||||
| 3 | * |
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| % |
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| ||||||
| 4 | * |
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| % |
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| ||||||
| 5 | * |
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| % |
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| ||||||
| 6 | * |
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| % |
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| ||||||
| 7 | * |
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| % |
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| ||||||
| 8 | * |
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| % |
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| ||||||
| 9 | * |
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| % |
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| ||||||
| 10 | * |
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| % |
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| ||||||
| 11 | * |
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| % |
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| ||||||
| 12 | * |
|
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|
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| % |
|
|
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| ||||||
| 13 | * |
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| 11/31/23 |
|
| % |
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| |||||
| 14 | * |
|
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| % |
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| ||||||
| 15 | * |
|
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| % |
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|
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|
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| ||||||
| 16 | * |
|
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|
|
|
|
| % |
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|
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|
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| ||||||
| 17 | * |
|
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|
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| % |
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| ||||||
| 18 | * |
|
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| % |
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|
|
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| ||||||
|
|
|
| Total |
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| ||
* As of June 30, 2025, these notes are in default.
On January 17, 2023, the Company signed a note receivable of $
| F-21 |
| Table of Contents |
On February 8, 2023, the Company signed a note receivable of $
The above amounts and terms are not necessarily what third parties would agree to.
NOTE 9. CONVERTIBLE NOTES PAYABLE, CURRENT
As of June 30, 2025 and 2024, the convertible notes payable were as follows:
Date of Note Issuance |
| Original Principal Balance |
|
| Maturity Date |
| Interest Rate % |
|
| Conversion Rate |
|
| Principal Balance 6/30/25 |
|
| Principal Balance 6/30/24 |
| |||||
|
|
|
| * |
|
| % |
| $ |
|
| $ |
|
| $ |
| ||||||
|
|
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| * |
|
| % |
| $ |
|
|
|
|
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| ||||||
|
|
|
| * |
|
| % |
|
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|
|
|
|
|
| |||||||
|
|
|
| * |
|
| % |
| |
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|
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| ||||||
|
|
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| * |
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| % |
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| |||||||
|
|
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| * |
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| % |
| |
|
|
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| ||||||
|
|
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| * |
|
| % |
| |
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|
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| ||||||
|
|
|
| * |
|
| % |
| |
|
|
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|
| ||||||
|
|
|
| * |
|
| % |
| $ |
|
|
|
|
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|
| ||||||
|
|
|
| * |
|
| % |
| |
|
|
|
|
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| ||||||
|
|
|
| * |
|
| % |
| $ |
|
|
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| ||||||
|
|
|
| * |
|
| % |
| $ |
|
|
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|
|
| ||||||
|
|
|
| * |
|
| % |
| $ |
|
|
|
|
|
|
| ||||||
Total Current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| ||
* As of June 30, 2024, the Notes are in default.
NOTE 11. DERIVATIVE FINANCIAL INSTRUMENTS
The following tables summarize the components of the Company’s derivative liabilities and linked common shares As of June 30, 2025 and 2024 the amounts that were reflected in income related to derivatives for the year ended June 30, 2025 and 2024:
|
| June 30, 2025 |
| |||||
|
| Indexed |
|
| Fair |
| ||
The financings giving rise to derivative financial instruments |
| Shares |
|
| Values |
| ||
Compound embedded derivative |
|
| - |
|
| $ |
| |
|
| June 30, 2024 |
| |||||
|
| Indexed |
|
| Fair |
| ||
The financings giving rise to derivative financial instruments |
| Shares |
|
| Values |
| ||
Compound embedded derivative |
|
|
|
| $ |
| ||
| F-22 |
| Table of Contents |
The following tables summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the years ended June 30, 2025 and 2024:
The financings giving rise to derivative financial instruments and the income effects:
|
| Years ended |
| |||||
|
| June 30, 2025 |
|
| June 30, 2024 |
| ||
Compound embedded derivative |
| $ | ( | ) |
| $ |
| |
Day one derivative loss |
|
|
|
|
|
| ||
Total derivative gain (loss) |
| $ | ( | ) |
| $ |
| |
The Company’s convertible notes gave rise to derivative financial instruments. The notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option.
Current accounting principles that are provided in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. In addition, the standards do not permit an issuer to account separately for individual derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as derivative financial instruments. Rather, such terms and features must be bundled together and fair valued as a single, compound embedded derivative. The Company has selected the Monte Carlo Simulations valuation technique to fair value the compound embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving compound embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Monte Carlo Simulations technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators.
Significant inputs and results arising from the Monte Carlo Simulations process are as follows for the compound embedded derivative that has been bifurcated from the Convertible Notes and classified in liabilities:
|
|
|
| June 30, |
|
| June 30, |
| ||||
|
| Inception |
|
| 2025 |
|
| 2024 |
| |||
Quoted market price on valuation date |
| $ |
|
| $ |
|
| $ |
| |||
Contractual conversion rate |
| $ | |
|
| $ | |
|
| $ | |
|
Range of effective contractual conversion rates |
|
| - |
|
|
| - |
|
|
| - |
|
Contractual term to maturity |
|
|
|
|
|
| ||||||
Market volatility: |
|
|
|
|
|
|
|
|
|
|
|
|
Volatility |
| % |
| % |
| % | ||||||
Contractual interest rate |
| % |
| % |
| % | ||||||
| F-23 |
| Table of Contents |
The following table reflects the issuances of compound embedded derivatives and changes in fair value inputs and assumptions related to the compound embedded derivatives during the years ended June 30, 2025 and 2024.
|
| June 30, 2025 |
|
| June 30, 2024 |
| ||
Beginning balance |
| $ |
|
| $ |
| ||
Issuances: |
|
|
|
|
|
|
|
|
Convertible Note Financing |
|
|
|
|
|
| ||
Removals |
|
|
|
|
|
| ||
Changes in fair value inputs and assumptions reflected |
|
|
|
|
| ( | ) | |
Conversions |
|
|
|
|
|
| ||
Extinguishment |
|
| ( | ) |
|
|
| |
Ending balance |
| $ |
|
| $ |
| ||
The fair value of the compound embedded derivative is significantly influenced by the Company’s trading market price, the price volatility in trading and the interest components of the Monte Carlo Simulation technique.
NOTE 12. STOCKHOLDERS’ DEFICIT
On or about April 25, 2025, the Company entered into an Asset Purchase Agreement (the “Asset Acquisition Agreement”), pursuant to which a newly formed subsidiary of the Company (the “New Subsidiary”) would purchase (the “Purchase”) assets of Grand Concierge LLC, d/b/a Ticketbash, a New York limited liability company (“Ticketbash”) associated with retail and wholesale event ticket pricing, and the development of software and artificial intelligence related to the ticket business (the “Assets”), in consideration of
On October 3, 2025, the Company and Ticketbash amended their agreement to (i) revise the assets being purchased to instead include only a copy of the source code, object code and related technical specs for the Ticketbash artificial intelligence and related software, and (ii) reduce the purchase price to $
On or about April 26, 2022, the Company entered into an Agreement for Share Exchange (the “Share Exchange Agreement”) to obtain
Common Stock
On or about April 12, 2024, the Company issued
On or about March 7, 2024, the Company issued
Conversion of Notes Payable to Common Shares
On April 4, 2024, one Noteholders converted two notes for a total of $
| F-24 |
| Table of Contents |
Series A Convertible Preferred Stock
As of June 30, 2025, the Company had
Series A Preferred Stock – Certificate of Designations
The Preferred Shares each have Certificate of Designations, which designate as follows:
Number
Dividends
Any dividends (other than dividends on common stock payable solely in common stock or dividends on the Series A Convertible Preferred Stock payable solely in Series A Convertible Preferred Stock or dividends on the Series B Preferred Convertible Stock payable solely in Series B Convertible Preferred Stock) declared or paid in any fiscal year will be declared or paid among the holders of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and common stock then outstanding in proportion to the greatest whole number of shares of common stock which would be held by each such holder if all shares of Series A Preferred Stock and Series B Convertible Preferred Stock were converted into shares of common stock pursuant to the terms of the Certificate of Designations. The Parent Company’s Board of Directors is under no obligation to declare dividends on the Series A Convertible Preferred Stock or Series B Convertible Preferred Stock.
Conversion
Each share of Preferred Stock is convertible into
Liquidation
In the event of any liquidation, dissolution or winding up of the Parent Company, the assets of the Parent Company legally available for distribution by the Parent Company would be distributed with equal priority and pro rata among the holders of the Preferred Stock and common stock in proportion to the number of shares of common stock held by them, with the shares of Preferred Stock being treated for this purpose as if they had been converted to shares of common stock at the then applicable Conversion Rate.
Voting
On any matter presented to the stockholders of the Parent Company for their action or consideration at any meeting of stockholders of the Parent Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Preferred Stock would be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Parent Company’s Certificate of Incorporation, holders of Preferred Stock vote together with the holders of common stock as a single class.
NOTE 13. PROVISION FOR CORPORATE INCOME TAXES
The Company provides for income taxes by the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
| F-25 |
| Table of Contents |
The valuation allowance at June 30, 2025 was $
As of June 30, 2025, the Company has federal net operating loss carry forwards of approximately $
As of June 30, 2025 and June 30, 2024, the difference between the tax provision at the statutory federal income tax rate and the tax provision attributable to loss before income taxes is as follows (in percentages):
Statutory federal income tax rate |
|
| ( | )% |
State taxes – net of federal benefits |
|
| ( | )% |
Valuation allowance |
|
| % | |
Income tax rate – net |
|
| % |
FASB Interpretation No. 48 (Fin 48) - Accounting for Uncertain Tax Positions
The Company files income tax returns in the U.S. federal jurisdiction and various state, and local jurisdictions. The Company is no longer subject to U.S. federal income tax examination by tax authorities, with limited exception, for the years prior to June 30, 2014. With respect to state and local jurisdictions, with limited exception, the Company is no longer subject to income tax audits prior to June 30, 2014. In the normal course of business, the Company is subject to examination by various taxing authorities. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties have been provided for any adjustments that may result from these open tax years.
Based on management’s review of the Company’s tax position, the Company had no significant unrecognized corporate tax liabilities as of June 30, 2025 and 2024 payable to the Internal Revenue Service due to the net operating loss carry-forward, however, the Company had yet to file its 2005 through 2009 and 2012 through 2021 Federal, New Jersey nor New York Corporate Income Tax Returns.
NOTE 14. UNPAID PAYROLL TAXES
As of June 30, 2025 and 2024, the Company owed the Internal Revenue Service and New York State payroll related taxes in the amounts of $
IRS Tax Lien
The Internal Revenue Service has placed a federal tax lien on all of the assets of the Company.
NOTE 15. COMMITMENTS AND CONTINGENCIES
Rent
As of June 30, 2025, the Company maintains its corporate address in at 2310 York Street, Suite 200, Blue Island, IL, 60406. This space is provided by the Company’s Chairman, Charles Everhardt, a related party, on a rent free basis at the present time. The Company does not currently have a lease for this space but expects to enter into a month-to-month office lease for this space.
| F-26 |
| Table of Contents |
NOTE 16. RELATED PARTY TRANSACTIONS
During the years ended June 30, 2025 and 2024, related party transactions were as follows:
As of June 30, 2025, the Company maintains its corporate address in at 2310 York Street, Suite 200, Blue Island, IL, 60406. This space is provided by the Company’s Chairman, Charles Everhardt, a related party, on a rent free basis at the present time. The Company does not currently have a lease for this space but expects to enter into a month-to-month office lease for this space.
As of June 30, 2025, per the Company’s Agreement with TicketBash, the Company has agreed to create a new subsidiary (the “New Subsidiary”) jointly with Charles Everhardt, the Company’s Chairman of the Board at the time of the Closing, for the potential energy and data center business of Mr. Everhardt. The Company is expected to retain approximately five percent (5%) ownership of the New Subsidiary, and all existing liabilities from the Company shall be assumed by the New Subsidiary. Company shall, post-Closing, determine the budget for spinning off the New Subsidiary, and
On February 1, 2025, a company owned by the Company’s Chairman, and the Company entered into a lease for commercial property which the Company intended to be a tenant. On February 1, 2025 the Company and another company owned by the Company’s Chairman, and the Company entered into a lease for the same commercial property, for which the Company sub-leased the leased space to Mr. Everhardt’s company. These transactions are meant to be a passthrough and both of these leases have been postponed and the lease terms have not begun.
On December 17, 2024, the Company issued
On January 15, 2024, the Company’s CEO, Michael Friedman, was granted options to purchase
As of June 30, 2025, a company founded and partially owned by the Company’s Chairman, Charles Everhardt, has been assigned the $
The above amounts and terms are not necessarily what third parties would agree to.
NOTE 17. SUBSEQUENT EVENTS
The Company has evaluated subsequent events for recognition and disclosure through January 8, 2026, the date the consolidated financial statements were available to be issued, and determined that there were no such events requiring adjustment to, or disclosure in, the accompanying consolidated financial statements except as described below.
Effective as of November 13, 2025, the Company entered into a securities purchase agreement (the “SPA”) with Tri-Bridge Ventures, LLC., a Delaware limited partnership (“TBV”), pursuant to which the Company sold, and TBV purchased, a convertible promissory note in the principal amount of $
Effective as of October 29, 2025, the Company entered into a securities purchase agreement (the “SPA”) with Labrys Fund II, L.P., a Delaware limited partnership (“Labrys”), pursuant to which the Company sold, and Labrys purchased, a convertible promissory note in the principal amount of $
Between August 4, 2025 and October 10, 2025, the Company issued
On October 6, 2025, the Company was served notice with a Demand for Arbitration by Brian Froelich, a shareholder of the SarahCare entities. Mr. Froelich claims breach of contract and unjust enrichment against the Company and Veterans Services, LLC dba Veterans USA LLC, an entity owned by the Company’s Chairman Charles Everhardt. Mr. Froelich seeks $
| F-27 |
| Table of Contents |
On October 3, 3025, the Company and Ticketbash entered into Amendment No. 2 to Asset Purchase Agreement (the “Second Amendment”), restructuring the Purchase and providing that
On October 3, 2025, the Company and Ticketbash amended their agreement to (i) revise the assets being purchased to instead include only a copy of the source code, object code and related technical specs for the Ticketbash artificial intelligence and related software, and (ii) reduce the purchase price to $
Effective as of August 6, 2025, the “Company” entered into a securities purchase agreement (the “SPA”) with Labrys Fund II, L.P., a Delaware limited partnership (“Labrys”), pursuant to which the Company sold, and Labrys purchased, a convertible promissory note in the principal amount of $
The Transaction was funded by Labrys and closed on August 6, 2025, and on or about August 6, 2025, pursuant to the SPA, $
The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The SPA requires that the proceeds from the Transaction be used for business development and general working capital purposes, but not for repayment of debt owed to officers, directors or employees of the Company or their affiliates, the repayment of debt issued in corporate finance transactions, any loan to or investment in any other entity, or any loan to any officers, directors, employees or affiliates of the Company.
| F-28 |
| Table of Contents |
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
We have had no disagreements with our accountants required to be disclosed pursuant to Item 304 of Regulation S-K.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the year ended June 30, 2025, covered by this Form 10-K. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
Management’s Annual Report on Internal Control over Financial Reporting
The management of the Company is responsible for the preparation of the consolidated financial statements and related financial information appearing in this Annual Report on Form 10-K. The consolidated financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company is also responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company’s internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
| Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; | |
| ||
| Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and the board of directors of the Company; and | |
| ||
| Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements. |
Management, including the Chief Executive Officer and Chief Financial officer, does not expect that the Company’s disclosure controls and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time, control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.
| 20 |
| Table of Contents |
With the participation of the Chief Executive Officer and Chief Financial Officer, our management evaluated the effectiveness of the Company’s internal control over financial reporting As of June 30, 2025, based upon the framework in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013. Based on that evaluation, our management has concluded that, as of June 30, 2025, the Company had material weaknesses in its internal control over financial reporting and the Company’s internal control over financial reporting were not effective. Specifically, management identified the following material weaknesses at June 30, 2025:
| 1. | Lack of oversight by independent directors in the establishment and monitoring of required internal controls and procedures; |
| 2. | Lack of functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; |
| 3. | Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting and to allow for proper monitoring controls over accounting; |
| 4.
5. | Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.
We were unable to maintain any segregation of duties within our business operations due to our reliance on a single individual fulfilling the role of sole officer. This control deficiency did result in adjustments to our 2025 and 2024 interim and annual financial statements. Accordingly, we have determined that this control deficiency constitutes a material weakness. |
To remediate our internal control weaknesses, management intends to implement the following measures:
| · | The Company will add sufficient number of independent directors to the board and appoint an audit committee. |
|
|
|
| · | The Company will add sufficient knowledgeable accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the consolidated financial statements. |
|
|
|
| · | Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures. |
The additional hiring is contingent upon the Company’s efforts to obtain additional funding through equity or debt for its continued operational activities and corporate expenses. Management provides no assurances that it will be able to do so.
We understand that remediation of material weaknesses and deficiencies in internal controls are a continuing work in progress due to the issuance of new standards and promulgations. However, remediation of any known deficiency is among our highest priorities. Our management will periodically assess the progress and sufficiency of our ongoing initiatives and make adjustments as and when necessary.
As a smaller reporting company, we are not required to provide, and this annual report does not include, an attestation report of our registered public accounting firm regarding internal control over financial reporting.
Changes in Internal Control over Financial Reporting
Except as set forth above, there were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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| Table of Contents |
Limitations on the Effectiveness of Controls
The Company’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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| Table of Contents |
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth information with respect to persons who served as directors and officers of the Company during the fiscal year ending June 30, 2025. Each director holds office until the next annual meeting of shareholders or until his successor has been elected and qualified.
Name |
| Age |
| Positions | ||||
Charles Everhardt |
| 64 |
| Chairman of the Board (1) | ||||
Michael Friedman |
| 48 |
| Director (1)(3), CEO, President & Chief Financial Officer (2) | ||||
Harold Kestenbaum |
| 78 |
| Director (1) | ||||
Merle Griff, Ph.D. |
| 76 |
| Chief Executive Officer (4) | ||||
__________
(1) | All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. |
(2) | Michael Friedman has been the Interim CEO, Interim CFO and Interim President since March 25, 2021, and on May 24, 2022, resigned as Interim CEO and became President (and remaining as Interim CFO). On April 18, 2024, Michael Friedman was appointed as CEO of the Company. |
(3) | Michael Friedman was Chairman of the Board from December 16, 2005, until March 25, 2021, when he became a Director. |
(4) | On May 24, 2022, Merle Griff, Ph.D. became Chief Executive Officer, until April 18, 2024, when she was terminated. |
Biographies of Directors and Officers
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Mr. Everhardt, appointed as Chairman of our Board of Directors on March 25, 2021, has been active in many aspects of real estate, brokerage, development, construction, lending, banking, and purchasing of distressed assets, for over two decades. Mr. Everhardt created and became a partner with Infinity Cards and founded Spindeltop Ventures, LLC, which had a world-wide relationship with MasterCard and Google Wallet, for its affinity prepaid debit cards. Mr. Everhardt has been a partner in Lockwood Development partners, Inc., since 2015. Mr. Everhardt is a partner in Lockwood Development Partners, a real estate investment and development company. The Company believes that Mr. Everhardt’s extensive real estate and development experience makes him a valuable member of the Company’s Board of Directors.
Michael Friedman, LLM, JD, served as the Company’s President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors from December 2005, until March 25, 2021, when he became our Interim CEO, Interim CFO and Interim President. On May 24, 2022, Mr. Friedman resigned as Interim CEO and became President of the Company, and remaining as the Company’s Interim CFO. On April 18, 2024 Mr. Friedman was appointed as CEO of the Company, in addition to being the President and CFO, and remains a Director of the Company. Since 2014, Mr. Friedman has been an advisor, Board of Director Member, and chief financial officer for multiple companies in several industries, primarily focusing in media and technology. Mr. Friedman is co-Founder and CEO of Treat Holdings, LLC which developed the TreatER mobile application which is available on the Apple App Store and directs users to the nearest urgent care or emergency room. The Company previously had a relationship with Treat Holdings, which was terminated on March 25, 2021. On October 1, 2021, Mr. Friedman became President, CEO and a Director of Trident Brands Incorporated (OTC Pink: TDNT). Mr. Friedman received a Master of Laws in Taxation (LL.M.) and a Juris Doctor (JD) from New York Law School. The Company believes that Mr. Friedman’s extensive business experience and legal expertise makes him a valuable member of the Company’s Board of Directors.
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| Table of Contents |
Harold Kestenbaum, Esq. was appointed to the Board of Directors on December 17, 2024. is an attorney who has specialized in franchise law and other matters relating to franchising since 1977. From May 1982 until September 1986, he served as franchise and general counsel to Sbarro, Inc., the national franchisor of over 1,000 family-style Italian restaurants and, was a director from March 1985 to December 2006. From September 1983 to October 1989, Mr. Kestenbaum served as President and Chairman of the Board of FranchiseIt Corporation, the first publicly traded company specializing in providing franchise marketing and consulting services and equity financing to emerging franchise companies, which he co-founded. Mr. Kestenbaum has authored the first book dedicated to the entrepreneur who wants to franchise his/her business called “So You Want To Franchise Your Business”. It is a step-by-step guide to what a businessperson needs to know and do to properly roll out a franchise program. Mr. Kestenbaum’s expertise in franchise law is enhanced by my practical experience in serving as the Chief Executive Officer of a national franchisor and in serving as a director of numerous nationally and internationally known franchisors, experiences that are rare and unique in the area of franchise law. In May of 2019, Mr. Kestenbaum merged his successful law practice with the Philadelphia law firm, Spadea Lignana, another franchise boutique firm, that currently represents SarahCare as their franchise counsel. Mr. Kestenbaum is now Of Counsel to the firm. The Company believes that Mr. Kestenbaum’s extensive experience in franchising and legal matters makes him a valuable member of the Company’s Board of Directors.
Merle Griff, Ph.D., had served as the Chief Executive Officer from May 24, 2022 until April 18, 2024, when she was terminated. Dr. Griff remains CEO of the Company’s former SarahCare subsidiaries. Dr. Griff is the Founder and has been the CEO of SarahCare (a wholly owned subsidiary of the Company) since its inception approximately 35 years ago, and she is one of the leading authorities on the care of seniors in the United States. Dr. Griff has served on numerous national boards and task forces including being the past Chairperson of the Board of Directors for NADSA (National Adult Day Services Association), member of the International Advisory Board for CARF (Commission on the Accreditation for Rehabilitation Facilities) and a task force member for the study of adult day care in the US for the Assistant Secretary of Program and Evaluation in the Department of Aging. Dr. Griff began her professional career working with children and youth as a play therapist. She developed therapeutic techniques that have been published and used throughout the world, namely Family Play Therapy and Intergenerational Play Therapy. As Director of the McKinley Center Intergenerational Project, she developed many programs that brought together children from babies through college-age with seniors. Dr. Griff is the author of Linkages, a book based on research intergenerational programs, and numerous book chapters and journal articles on topics such as the role of grandparents in family systems. Dr. Griff’s vast knowledge and deep experience in healthcare and adult day care made her a valuable member of the Company’s executive team.
There are no family relationships among any of our directors and executive officers.
Our directors are elected at the annual meeting of the shareholders, with vacancies filled by the Board of Directors, and serve until their successors are elected and qualified, or their earlier resignation or removal. Officers are appointed by the board of directors and serve at the discretion of the board of directors or until their earlier resignation or removal. Any action required can be taken at any annual or special meeting of stockholders of the corporation which may be taken without a meeting, without prior notice and without a vote, if consent of consents in writing setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office, its principle place of business, or an officer or agent of the corporation having custody of the book in which the proceedings of meetings are recorded.
Indemnification of Directors and Officers
Pursuant to Section 145 of the General Corporation Law of the State of Delaware, we have the power to indemnify any person made a party to any lawsuit by reason of being a director or officer of the Company, or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Our articles of incorporation provide that the Company shall indemnify its directors and officers to the fullest extent permitted by Delaware law.
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| Table of Contents |
Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our articles of incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Involvement on Certain Material Legal Proceedings During the Last Five Years
None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past ten (10) years.
No director, nominee for director, or executive officer has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past ten (10) years.
Directors’ and Officers’ Liability Insurance
The Company does not have directors’ and officers’ liability insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers.
Code of Ethics
We have adopted a code of ethics that applies to our officers, directors and employees, including our principal executive officer and principal accounting officer.
Corporate Governance and Board Independence
Our Board of Directors consists of two directors and has not established a Nominating or Governance Committees as standing committees. The Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent.
Due to our lack of operations and size, and since we are not currently listed on a national securities exchange, we are not subject to any listing requirements mandating the establishment of any particular committees; all functions of a nominating/governance committee were performed by our whole board of directors. Our board of directors intends to appoint such persons and form such committees as are required to meet the corporate governance requirements imposed by the national securities exchanges as necessary. Our board of directors does not believe that it is necessary to have such committees at the early stage of the company’s development, and our board of directors believes that the functions of such committees can be adequately performed by the members of our board of directors.
We believe that our board of directors is capable of analyzing and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.
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| Table of Contents |
Board Leadership Structure and the Board’s Role in Risk Oversight.
The Board of Directors is led by our Chairman. At this time, the Board believes that the most effective leadership structure at this time is to separate the roles of Chairman and Chief Executive Officer.
The Board of Directors does not have a specific role in risk oversight of the Company. The President and Chief Executive Officer and other executive officers and employees of the Company provide the Board of Directors with information regarding the Company’s risks.
Item 11. Executive Compensation
The following table sets forth, for the fiscal years ended June 30, 2025, 2024, and 2023, certain information regarding the compensation earned by the Company’s named executive officers.
Summary Compensation Table
Name and |
|
|
|
|
|
|
|
|
| Stock |
|
| Option |
|
| All Other |
|
|
|
| ||||||
Principal |
| Fiscal |
| Salary |
|
| Bonus |
|
| Awards |
|
| Awards |
|
| Compensation |
|
| Total |
| ||||||
Position |
| Year |
|
| (1) |
|
| (2) |
|
| (3) |
|
| (4) |
|
| (5) |
| ($) |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Michael Friedman President & CEO |
| 2025 |
| $ | 150,000 | (6) |
| $ | - |
|
| $ | - |
|
| $ | 156,000 | (7) |
| $ | - |
|
| $ | 306,000 |
|
President |
| 2024 |
| $ | 150,000 | (6) |
| $ | - |
|
| $ | - |
|
| $ | 156,000 | (7) |
| $ | - |
|
| $ | 306,000 |
|
President & CEO |
| 2023 |
| $ | 150,000 | (6) |
| $ | - |
|
| $ | - |
|
| $ | 156,000 | (7) |
| $ | - |
|
| $ | 306,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merle Griff, Ph.D. |
| 2025 |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | 156,000 | (8) |
| $ | - |
|
| $ | 156,000 |
|
CEO |
| 2024 |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | 156,000 | (8) |
| $ | - |
|
| $ | 156,000 |
|
CEO |
| 2023 |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | 156,000 | (8) |
| $ | - |
|
| $ | 156,000 |
|
________
(1) | The dollar value of salary (cash and non-cash) earned and accrued as of the end of each fiscal year. |
(2) | The dollar value of bonus (cash and non-cash) earned and accrued as of the end of each fiscal year. |
(3) | The value of the shares of restricted stock issued as compensation for services computed in accordance with ASC 718 on the date of grant. |
(4) | The value of all stock options computed in accordance with ASC 718 on the date of grant. |
(5) | All other compensation received that could not be properly reported in any other column of the table. |
(6) | This includes earned and paid salary of $39,500 and accrued salary of $110,500 for the year ending June 30, 2025; and earned and paid salary of $65,000 and accrued salary of $85,000 for the year ending June 30, 2024. On December 31, 2024, Mr. Friedman converted $325,000 of accrued salary into 6,500,000 shares of common stock at a per share price of $0.05. |
(7) | Options awards granted include 50,000 options at $1.56 exercise price, for a signing bonus and 50,000 options at $1.56 exercise price for achieving revenue growth of 12% or greater. |
(8) | Options awards granted include 50,000 options at $1.56 exercise price, for a signing bonus and 50,000 options at $1.56 exercise price for achieving revenue growth of 12% or greater. |
(9) | On January 15, 2024, the Company’s CEO, Michael Friedman, was granted options to purchase 3,750,000 shares of the Company’s common stock at an exercise price of $0.50/share, exercisable on a cashless basis and for a seven-year term (the “Options”), in consideration of prior services rendered by Mr. Friedman to the Company. The Options shall be issued to Mr. Friedman’s limited liability company, Red Halo, LLC. |
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| Table of Contents |
Outstanding Option Awards
The following table provides certain information regarding unexercised options to purchase common stock, stock options that have not vested and equity-incentive plan awards outstanding as of the date of this Offering Circular, for each of our named executive officer.
|
| Option Awards |
| Stock Awards |
| |||||||||||||||||||||||||||||
Name |
| Number of Securities Underlying Unexercised Options (#) Exercisable |
|
| Number of Securities Underlying Unexercised Options (#) Unexercisable |
|
| Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
|
| Option Exercise Price ($) |
|
| Option Expiration Date |
| Number of Shares or Units of Stock That Have Not Vested (#) |
|
| Market Value of Shares or Units of Stock That Have Not Vested ($) |
|
| Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
|
| Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| ||||||||
Michael Friedman |
|
| 3,750,000 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
| 1/15/2031 |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.
Long-Term Incentive Plans. The Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans, nor does it provide non-qualified deferred compensation to its officers or employees, and therefore, the Summary Compensation Table above does not include columns for nonequity incentive plan compensation and nonqualified deferred compensation earnings, since there were none.
Employee Pension, Profit Sharing or other Retirement Plans. The Company does not have a defined benefit, pension plan, profit sharing or other retirement plan, although it may adopt one or more of such plans in the future.
Executive Compensation.
The Company does not have a director agreement with Mr. Friedman. Through June 30, 2020, Mr. Friedman accrued $144,000 in salary per year pursuant to an employment contract which expired on October 31, 2010, and then an oral agreement with the Company, which was then terminated, and $24,000 in director fees per year pursuant to an oral agreement with the Company, which was then terminated.
In connection with Dr. Griff’s appointment and Mr. Friedman’s resignation, on May 24, 2022, the Company entered into an employment agreement with Dr. Griff (the “Employment Agreement”), as well as a consulting agreement with Mr. Friedman’s entity, Red Halo, LLC (the “Consulting Agreement”), with both agreements considered effective as of May 2, 2022. On April 18, 2024, Dr Griff was terminated from her position as CEO of the Company, and her agreement was terminated. On April 18, 2024 Mr. Friedman was appointed as CEO of the Company.
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| Table of Contents |
Under the Consulting Agreement, Mr. Friedman will provide management, financial and operational services to the Company and continue to act as the Company’s President, and will be compensated as follows: (i) Mr. Friedman’s entity, Red Halo, LLC (the “Consultant”) will receive a signing bonus consisting of non-qualified, cashless-exercise stock options to purchase 50,000 shares of Company common stock at an exercise price of $1.56/share, with a term of 7 years; (ii) the Consultant will be paid $150,000 in cash fees per year, upon completion of a $6,600,000 capital raise by the Company, such annual cash fee shall increase to $200,000 per year, and such annual cash fee shall increase by an additional $50,000 per year for each $10,000,000 increase in the Company’s gross revenues over $1,000,000; (iii) within 90 days after the end of each fiscal year beginning June 30, 2025, the Consultant will receive an annual cash bonus of at least $60,000 (the precise amount to be determined by the Company) if the Company’s net income (specifically excluding any extraordinary major shareholder-related expenses) is at or greater than $600,000 for such fiscal year; (iv) within 90 days after the end of each fiscal year beginning June 30, 2025, if the Company’s total revenue has grown at least 12% from its prior fiscal year, the Consultant will receive an equity bonus consisting of non-qualified, cashless-exercise stock options to purchase a minimum of 50,000 shares of Company common stock at an exercise price of $1.56/share, with a term of 7 years; and (v) the Consultant shall be eligible to receive the following 7-year, non-qualified, cashless-exercise stock options for each fiscal year determined by reference to the Company’s gross revenue for such fiscal year as set forth below:
Gross Revenue |
|
| Number of Options |
|
| Strike Price |
| |||
| $ | 5,000,000 |
|
|
| 100,000 |
|
| $ | 1.56 |
|
| $ | 10,000,000 |
|
|
| 150,000 |
|
| $ | 2.00 |
|
| $ | 20,000,000 |
|
|
| 200,000 |
|
| $ | 3.00 |
|
| $ | 40,000,000 |
|
|
| 250,000 |
|
| $ | 4.00 |
|
| $ | 75,000,000 |
|
|
| 300,000 |
|
| $ | 5.00 |
|
| $ | 100,000,000 |
|
|
| 350,000 |
|
| $ | 6.00 |
|
The Consulting Agreement prohibits Mr. Friedman from engaging in competitive activity during the terms of the agreements with the Company, and the agreements can be terminated by either the Company or Mr. Friedman, provided that if the agreements are terminated by the Company without “cause” or by the counterparties for “good reason,” as such terms are defined in each respective agreement, the Company is obligated to make additional payments to Mr. Friedman as specified in the agreements.
Compensation Committee Interlocks and Insider Participation. During the year ended June 30, 2020, none of the Company’s officers was also a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of the Company’s directors.
Outstanding Equity Awards. Our directors and officers do not have unexercised options, stock that has not vested, or equity incentive plan awards.
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| Table of Contents |
Director Independence
During the fiscal year ended June 30, 2025 and 2024, we did not have an independent director.
Director Compensation Table
|
| Fiscal |
| Fees Earned or |
|
|
|
|
|
|
|
|
| |||||||||
Name |
| Year Ending June 30 |
| Paid in Cash (1) |
|
| Stock Awards |
|
| Option Awards |
|
| All Other Compensation |
|
| Total ($) |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Charles Evehardt (2) |
| 2025 |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
|
| 2024 |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Friedman (3) |
| 2025 |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
|
| 2024 |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harold Kestenbaum (4) |
| 2025 |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
|
| 2024 |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
________
(1) | All cash fees were accrued to the directors. |
(2) | Appointed as Chairman of the Board on March 25, 2021 |
(3) | Chairman of the Board through March 25, 2021, and Member of the Board of Directors thereafter. |
(4) | Became a Member of the Board on December 17, 2024. Was granted 100,000 restricted common shares as compensation for joining the Board. |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table lists, as of June 30, 2025, the number of shares of voting capital stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding class of stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using beneficial ownership concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
| 29 |
| Table of Contents |
The percentages below are calculated based on 59,838,963 shares of our common stock issued and outstanding as of June 30, 2025, and 367,500 shares of Series B Convertible Preferred Stock issued and outstanding as of June 30, 2025. Each share of Series B Convertible Preferred Stock is convertible at the election of the holder into 100 shares of common stock, and each share entitles the holder to 100 stockholder votes. We do not have any other outstanding options, warrants exercisable for, or other securities convertible into shares of our common stock within the next 60 days. Unless otherwise indicated, the address of each person listed below is care of the Company 2310 York St., Suite 200, Blue Island, IL 60406.
Name of Beneficial Owner |
| Title of Class |
| Amount and Nature of Beneficial Ownership |
|
| Percent of Class |
| ||
Charles Everhardt (1) |
| Common Stock |
|
| 7,514,212 | (2) |
|
| 12.56 | % |
Michael Friedman (3) |
| Common Stock |
|
| 13,668,607 |
|
|
| 22.84 | % |
Harold Kestenbaum |
| Common Stock |
|
| 100,000 |
|
|
| 0.17 | % |
Edward Dovner |
| Common Stock |
|
| 12,548,834 | (4) |
|
| 20.97 | % |
Kova Trading, LLC (7) |
| Common Stock |
|
| 3,180,000 | (8) |
|
| 5.31 | % |
Beverly and Leonard Mezei (9) |
| Common Stock |
|
| 9,407,432 | (10) |
|
| 15.72 | % |
Len Morales |
| Common Stock |
|
| 807,295 |
|
|
| 1.35 | % |
All Officers and Directors as a Group |
| Common Stock |
|
| 21,282,819 |
|
|
| 35.37 | % |
|
|
|
|
|
|
|
|
|
|
|
Charles Everhardt (12) |
| Series B Convertible Preferred Stock |
|
| 50,542 |
|
|
| 13.75 | % |
Edward Dovner (13) |
| Series B Convertible Preferred Stock |
|
| 100,542 |
|
|
| 27.36 | % |
Kova Trading, LLC (15) |
| Series B Convertible Preferred Stock |
|
| 25,400 |
|
|
| 6.91 | % |
Beverly and Leonard Mezei (16) |
| Series B Convertible Preferred Stock |
|
| 75,141 |
|
|
| 20.45 | % |
Oren Levi (17) |
| Series B Convertible Preferred Stock |
|
| 25,000 |
|
|
| 6.80 | % |
Chaim Narkis (18) |
| Series B Convertible Preferred Stock |
|
| 25,000 |
|
|
| 6.80 | % |
All Officers and Directors as a Group |
| Series B Convertible Preferred Stock |
|
| 50,542 |
|
|
| 13.75 | % |
| 30 |
| Table of Contents |
________
(1) | Chairman of the Board of Directors. |
|
|
(2) | Includes (i) 2,460,012 shares of common stock held in the name of EF Trust, LLC, which is managed by Mr. Everhardt’s son, Maximillian Everhardt, with Mr. Everhardt having voting and dispositive power with respect to the shares held in the name of EF Trust, LLC; (ii) 10,054,200 shares of common stock issuable upon conversion of 100,542 shares of Series B Convertible Preferred Stock held in the name of EF Trust, LLC; and (iii) 114,244 shares of common stock held in the name of D&E Holdings 20, LLC, which is owned 50% by Mr. Everhardt, with Mr. Everhardt sharing voting and dispositive power for shares held in the name of entity. |
|
|
(3) | President and Director. Held in the name of Red Halo, LLC. Mr. Friedman has voting and dispositive power with respect to the shares held in the name of Red Halo, LLC. |
|
|
(4) | Includes (i) 2,460,012 shares of common stock held in the name of Clear Financial Group, LLC, with Mr. Dovner having voting and dispositive power with respect to the shares held in the name of Clear Financial Group, LLC; (ii) 10,054,200 shares of common stock issuable upon conversion of 100,542 shares of Series B Convertible Preferred Stock held in the name of Clear Financial Group, LLC; and (iii) 114,244 shares of common stock held in the name of D&E Holdings 20, LLC, which is owned 50% by Mr. Dovner, with Mr. Dovner sharing voting and dispositive power for shares held in the name of entity. |
|
|
(5) | N/A. |
|
|
(6) | Includes 400,000 shares of common stock and 1,587,500 shares of common stock issuable upon conversion of 15,875 shares of Series B Convertible Preferred Stock held in the name BH Madison, LLC. |
|
|
(7) | Upon information and belief, Amy Friedman (no relationship with Michael Friedman, an officer and director of the Company), Miriam Abrahams and Andrew Mezei share voting and dispositive power with respect to the shares held in the name of Kova Trading, LLC. |
|
|
(8) | Includes 640,000 shares of common stock and 2,540,000 shares of common stock issuable upon conversion of 25,400 shares of Series B Convertible Preferred Stock held in the name of Kova Trading, LLC. |
|
|
(9) | Spouses. |
(10) | Includes (i) 640,000 shares of common stock held in the name of Grosvenor Ventures, LLC, with Beverly Mezei having voting and dispositive power with respect to the shares held in the name of Grosvenor Ventures, LLC; (ii) 2,540,000 shares of common stock issuable upon conversion of 25,400 shares of Series B Convertible Preferred Stock held in the name of Grosvenor Ventures, LLC; (iii) 640,000 shares of common stock held in the name of Hutton Holdings, LLC, with Leonard Mezei having voting and dispositive power with respect to the shares held in the name of Hutton Holdings, LLC; (iv) 2,540,000 shares of common stock issuable upon conversion of 25,400 shares of Series B Convertible Preferred Stock held in the name of Hutton Holdings, LLC; (v) 613,332 shares of common stock held in the name of the 2010 Mezei GST Trust, with Beverly Mezei having voting and dispositive power with respect to the shares held in the name of the 2010 Mezei GST Trust; and (vi) 2,434,100 shares of common stock issuable upon conversion of 24,341 shares of Series B Convertible Preferred Stock held in the name of the 2010 Mezei GST Trust. |
|
|
(11) | N/A |
|
|
(12) | Chairman of the Board of Directors. Held in the name of EF Trust, LLC, which is managed by Mr. Everhardt’s son, Maximillian Everhardt. Mr. Everhardt has voting and dispositive power with respect to the shares held in the name of EF Trust, LLC. |
|
|
(13) | Held in the name of Clear Financial Group, LLC. Mr. Dovner has voting and dispositive power with respect to the shares held in the name of Clear Financial Group, LLC. |
|
|
(14) | N/A |
|
|
(15) | Upon information and belief, Amy Friedman (no relationship with Michael Friedman, an officer and director of the Company), Miriam Abrahams and Andrew Mezei have voting and dispositive power with respect to the shares held in the name of Kova Trading, LLC. |
|
|
(16) | Includes (i) 25,400 shares of Series B Convertible Preferred Stock held in the name of Grosvenor Ventures, LLC, with Beverly Mezei having voting and dispositive power with respect to the shares held in the name of Grosvenor Ventures, LLC; (ii) 25,400 shares of Series B Convertible Preferred Stock held in the name of Hutton Holdings, LLC, with Leonard Mezei having voting and dispositive power with respect to the shares held in the name of Hutton Holdings, LLC; and (iii) 24,341 shares of Series B Convertible Preferred Stock held in the name of the 2010 Mezei GST Trust, with Beverly Mezei having voting and dispositive power with respect to the shares held in the name of the 2010 Mezei GST Trust. |
|
|
(17) | Upon information and belief, Oren Levi has voting and dispositive power with respect to the shares held in his name. |
|
|
(18) | Upon information and belief, Chaim Narkis has voting and dispositive power with respect to the shares held in his name. |
| 31 |
| Table of Contents |
Item 13. Certain Relationships and Related Transactions, and Director Independence
During the fiscal years ended June 30, 2025 and 2024, there were no relationships or related party transactions requiring disclosure, except for the following:
As per the Company’s Agreement with TicketBash, the Company has agreed to create a new subsidiary (the “New Subsidiary”) jointly with Charles Everhardt, the Company’s Chairman of the Board at the time of the Closing, for the potential energy and data center business of Mr. Everhardt. The Company is expected to retain approximately five percent (5%) ownership of the New Subsidiary, and all existing liabilities from the Company shall be assumed by the New Subsidiary. Company shall, post-Closing, determine the budget for spinning off the New Subsidiary, and the Company and Mr. Everhardt shall split the costs of the spin-off 50/50, each contributing their cash for those expenses into the New Subsidiary’s bank account, up to a maximum contribution of Fifty-Thousand Dollars ($50,000). Once the New Subsidiary has filed for the spin- off, the Company shall no longer be responsible for any capital commitments to or other obligations of the New Subsidiary.
As of June 30, 2025, the Company maintains its corporate address in at 2310 York Street, Suite 200, Blue Island, IL, 60406. This space is provided by the Company’s Chairman, Charles Everhardt, a related party, on a rent free basis at the present time. The Company does not currently have a lease for this space at this time.
As of June 30, 2024, a company founded and partially owned by the Company’s Chairman, Charles Everhardt, has been assigned the $3,750,000 in payables to a Company owned by Charles Everhardt for the Vitality Card.
The amounts and terms are not necessarily what third parties would agree to.
Director Independence
Our board of directors has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of directors determined that our directors do not meet the independence requirements, according to the applicable rules and regulations of the SEC.
Item 14. Principal Accounting Fees and Services.
The following table sets forth the fees billed by our principal independent accountants for the fiscal years ended June 30, 2025 and 2024, for the categories of services indicated.
|
| Years Ended June 30, |
| |||||
Category |
| 2025 |
|
| 2024 |
| ||
Audit Fees |
| $ | 123,500 |
|
| $ | 68,000 |
|
Audit Related Fees |
|
| - |
|
|
| - |
|
Tax Fees |
|
| - |
|
|
| - |
|
All Other Fees |
|
| - |
|
|
| - |
|
Total |
| $ | 123,500 |
|
| $ | 68,000 |
|
On or about June 5, 2024, the Company engaged
On or about October 17, 2022, the Company engaged Accell Audit & Compliance, PA as its independent registered public accounting firm for the year ended June 30, 2024.
Audit fees. Consists of fees billed for the audit of our annual consolidated financial statements and review of our interim financial information and services that are normally provided by the accountant in connection with year-end and quarter-end statutory and regulatory filings or engagements.
Audit-related fees. Consists of fees billed for services relating to review of other regulatory filings including registration statements, periodic reports and audit related consulting.
Tax fees. Consists of professional services rendered by our principal accountant for tax compliance, tax advice and tax planning.
Other fees. Other services provided by our accountants.
| 32 |
| Table of Contents |
PART IV.
Item 15. Exhibits, Financial Statement Schedules
See the Exhibit Index following the signature page of this Registration Statement, which Exhibit Index is incorporated herein by reference.
Exhibit |
| Description |
3.1 |
| Certificate of Incorporation (New Jersey) (incorporated by reference to the Company’s Form 10SB filed with the SEC on June 29, 2005) |
3.2 |
| Bylaws (incorporated by reference to the Company’s Form 10SB filed with the SEC on June 29, 2005) |
3.3 |
| Certificate of Amendment of Certificate of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 27, 2006) |
3.4 |
| Certificate of Incorporation (Delaware) |
3.5 |
| Certificate of Merger (redomiciling from New Jersey to Delaware) |
3.6 |
| Certificate of Amendment to Certificate of Incorporation |
3.7 |
| Certificate of Designation of Series A Convertible Preferred Stock |
3.8 |
| Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on September 29, 2025). |
10.1+ |
| Standard Office Lease by and between DeVille Developments, LLC, and Sarah Adult Day Services, Inc., dated June 2, 2017 |
10.2+ |
| Lease by and between Stow Professional Center, LLC, and Sarah Day Care Centers, Inc., dated September 4, 2014 |
10.3+ |
| Lease Agreement by and between S. Frank Prof. Bldg., LLC, and Sarah Day Care Centers, Inc., dated March 20, 2018 |
10.4+ |
| Stock Purchase Agreement by and among Innovative MedTech, Inc., Sarah Adult Day Services, Inc., Sarah Day Care Centers, Inc., The Sellers Named Herein, Dr. Merle Griff, as the Seller Representative, and Veteran Services LLC, dated as of March 25, 2021 |
10.5 |
| Share Exchange Agreement, by and between Innovative MedTech, Inc., VC Bin, LLC, Webb Media, LLC, Melides Capital, LLC, Ronald Schreiber, and Dovner Holdings, LLC, dated April 26, 2022 |
10.6 |
| Executive Employment Agreement between Innovative MedTech, Inc. and Dr. Merle Griff, dated May 2, 2022 |
10.7 |
| Consulting Agreement between Innovative MedTech, Inc. and Red Halo, LLC, dated May 2, 2022 |
10.8 |
| Exclusive License Agreement by and between Innovative MedTech, Inc. and Shearson Kershman Labs, dated May 17, 2024 |
10.9 |
| Asset Purchase Agreement, by and between Innovative MedTech, Inc., and Grand Concierge, LLC d/b/a/ Ticketbash, dated April 25, 2025 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 1, 2025) |
10.10 |
| Amendment No. 1 to Asset Purchase Agreement, by and between Innovative MedTech, Inc., and Grand Concierge, LLC d/b/a/ Ticketbash, dated May 30, 2025 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on June 2, 2025). |
10.11 |
| Securities Purchase Agreement, by and between Innovative MedTech, Inc., and Colbico, LLC, dated April 27, 2025 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on June 2, 2025). |
10.12 |
| Securities Purchase Agreement, dated June 4, 2025, entered into between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on June 9, 2025). |
10.13 |
| Promissory Note, dated June 4, 2025, issued by the Company to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on June 9, 2025). |
10.14 |
| Securities Purchase Agreement, dated June 4, 2025, entered into between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on June 9, 2025). |
10.15 |
| Promissory Note, dated June 4, 2025, issued by the Company to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed on June 9, 2025). |
10.16 |
| Securities Purchase Agreement, dated August 4, 2025, entered into between the Company and Labrys Fund II, L.P. (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 8, 2025). |
10.17 |
| Promissory Note, dated August 4, 2025, issued by the Company to Labrys Fund II, L.P. (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on August 8, 2025). |
14.1 |
| Code of Ethics (Incorporated by reference to the Company’s Form SB-2 filed with the SEC on May 12, 2006) |
31.1* |
| Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* |
| Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1* |
| Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2* |
| Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS* |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
101.SCH* |
| Inline XBRL Taxonomy Extension Schema Document |
101.CAL* |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* |
| Inline XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE* |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104* |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
________
* Filed herewith
+ Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) and/or Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Commission upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.
| 33 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| AnTix Holdings, Inc. |
| |
|
|
|
|
| By: | /s/ Michael Friedman |
|
|
| Michael Friedman |
|
|
| CEO, President & Interim CFO |
|
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Name |
| Title |
| Date |
|
|
|
|
|
/s/ Charles Everhardt |
| Chairman of the Board |
| January 8, 2026 |
Charles Everhardt |
|
|
| |
|
|
|
|
|
/s/ Michael Friedman |
| Director, President & Interim CFO |
| January 8, 2026 |
Michael Friedman |
|
|
|
| 34 |
FAQ
What did AnTix Holdings, Inc. (IMTH) report for its fiscal year ended June 30, 2025?
AnTix Holdings, Inc. reported net income of
How is IMTH changing its business strategy according to the 2025 annual report?
Historically focused on adult day services and health and wellness, AnTix sold its SarahCare subsidiaries in 2025 and is transitioning into media and artificial intelligence for ticketing. Through an asset purchase and subsequent amendment with Ticketbash, it acquired rights to Ticketbash’s AI-driven ticketing software, aiming to offer dynamic pricing, fraud detection, and analytics for live events, while retaining an exclusive license for the Oral Thrush oral care product.
What financial risks and going concern issues does AnTix (IMTH) disclose?
The company states that several conditions raise substantial doubt about its ability to continue as a going concern. These include cumulative net losses of
What were the key operating expense trends for IMTH in fiscal 2025?
Total operating expenses from continuing operations decreased to
How many IMTH shares are outstanding and what is the market value of non-affiliate holdings?
The number of shares of common stock outstanding was 70,652,809 as of
What legal and debt issues does AnTix (IMTH) highlight?
AnTix notes 13 old convertible promissory notes that are in default and describes prior court judgments obtained in 2014 by certain noteholders. It also discloses a
Does AnTix (IMTH) currently generate revenue from its continuing operations?
No. For the years ended June 30, 2025 and 2024, total revenue from continuing operations was
