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 UNITED
STATES

 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 June 30, 2025

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _______ to _______.

 Commission
file number: 000-55406

HOLDINGS, INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 46-3885019

 (State
 or other jurisdiction of

 (I.R.S.
 Employer

 incorporation
 or organization)

 Identification
 No.)

 Registrant's
Principal Office

 13501
South Main Street, Los
Angeles, CA
 90016

 Registrant's
telephone number, including area code:

 ( 888 - 888-6444)

registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 None

 None

 None

registered pursuant to Section 12(g) of the Act:

 Stock, $0.001 par value

 (Title
 of Class)

by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes No

by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

 Yes No

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. Yes No

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 such files). Yes No

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 the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 Growth Company

 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.

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.

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).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the registrant's common stock, par value $ 0.0001 per share ("Common Stock"), held by non-affiliates,
computed by reference to the price at which the Common Stock was last sold as of December 31, 2024, the last business day of the registrant's
most recently completed second fiscal quarter, was approximately $ 1,923,511.

 The
number of shares of the registrant's Common Stock outstanding as of October 14, 2025 was 151,941,921 shares.

 TABLE
OF CONTENTS

 Page

 PART
 I.

 Item
 1.

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 1C

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 PART
 II.

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Reserved

 Item
 7.

 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial
 Statement and Supplementary Data

 Item
 9.

 in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls
 and Procedures

 Item
 9B.

 Other
 Information

 Item
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III.

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance

 Item
 11.

 Executive

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Relationships and Related Transactions, and Director Independence

 Item
 14.

 Accounting Fees and Services

 PART
 IV.

 Item
 15.

 Exhibits,
 Financial Statement Schedules

 Item
 16.

 Form
 10-K Summary

 i

 PART
I

 Cautionary
Note Regarding Forward-Looking Information

statements made in this Annual Report involve known and unknown risks, uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks
and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things,
future economic, competitive and market conditions, technological developments related to business support services and outsourced business
processes, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond
our control.

 Although
we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate
and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light
of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state
of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives
and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking
statements include, but are not limited to, the factors set forth herein under the headings "Business".

 Item
1. Business Overview

Holdings, Inc. dba TechForce Robotics, Inc. ("Nightfood Holdings," together with its wholly-owned subsidiaries, "we",
"us", "NGTF", the "Company" or "Nightfood") was incorporated on October 16, 2013, in
the State of Nevada in connection with a reorganization of Nightfood, Inc., incorporated on January 14, 2010 as a New York corporation,
whereby it became the first wholly-owned subsidiary of Nightfood Holdings. We are also the sole shareholder of MJ Munchies, Inc., currently
revoked in the State of Nevada, which owns certain intellectual property, but does not have any operations as of the period covered by
these financial statements.

 In
addition to Nightfood, Inc., Nightfood Holdings acquired two (2) additional subsidiaries during fiscal year 2025 On February 2, 2024,
Nightfood Holdings closed the acquisition of Future Hospitality Ventures Holdings Inc., a Nevada corporation ("FHVH" or "Future
Hospitality"), and a new entrant in the Robots-as-a-Service ("RaaS") space. Subsequently, on March 31, 2025, Nightfood
Holdings closed the acquisitions of both SWC Group, Inc. (doing business as CarryoutSupplies.com), a California corporation ("SWC"),
and Skytech Automated Solutions Inc., a Delaware corporation ("Skytech"). On September 2, 2025, Skytech Automated Solutions,
Inc., formally changed its name to TechForce Robotics, Inc.

 Recent
Development and Current Operations

Holdings, Inc. dba TechForce Robotics (the "Company") operates through three wholly owned subsidiaries that collectively
position us to capitalize on the accelerating demand for automation and efficiency in the hospitality and foodservice industries: TechForce
Robotics, Inc. (formerly Skytech Automated Solutions Inc.), Future Hospitality Ventures Holdings Inc. (d/b/a RoboOp365), and SWC Group,
Inc. (d/b/a CarryOutSupplies.com).

 TechForce
Robotics, Inc. serves as the Company's operational backbone, supported by a team with deep expertise in hospitality operations
and a proven track record of building, managing, and scaling hotel and foodservice platforms. This operational strength enables TechForce
to lead to the deployment of robotic and AI-enabled automation solutions, ensuring seamless integration into daily operations. Management
believes TechForce's depth of experience is a key differentiator that positions the Company to execute where many robotics competitors
may struggle.

Hospitality (RoboOp365) enhances this foundation by delivering advanced AI-enabled robotic systems designed to reduce labor costs, increase
efficiency, and improve consumer experience. Launched in California shortly before the state's 2025 minimum wage increase in foodservice
and hospitality, RoboOp365 has benefited from heightened industry awareness and urgency around automation. Its plug-and-play solutions
are designed to integrate easily into restaurants, hotels, healthcare facilities, school cafeterias, and other foodservice environments,
with exponential benefits for operators managing multiple locations is our initial strategic focus.

 SWC
Group, Inc. (CarryOutSupplies.com) further complements the Company's ecosystem, having served more than 6,000 foodservice operators
across the United States. As a recognized leader in custom-printed foodservice packaging, SWC generates recurring revenue while also
providing a ready-made distribution and marketing channel for cross-selling our robotic solutions to an established base of industry
decision-makers.

 On
August 27, 2025, the Company completed the acquisition of the Holiday Inn Victorville, a 155-room hotel, through a $39 million all-share
exchange (216,667 shares of Series C, preferred stock). This property, one of two hotel assets recently acquired, not only strengthens
our balance sheet but also provides a live testing ground for deploying our robotic solutions in a full-scale hospitality environment.
Management views this acquisition as a critical milestone in validating our technology, improving operating efficiency, and incubating
new concepts that can be scaled across the broader hospitality and foodservice landscape.

 Looking
ahead, the Company intends to extend its robotics and automation solutions beyond hospitality into other labor-intensive sectors, including
healthcare facilities, convention centers, educational institutions, and large-scale entertainment venues. By combining TechForce's
operational expertise, RoboOp365's advanced AI robotics, SWC's extensive customer access, and our owned hotel assets as innovation
test beds, the Company is building a vertically integrated platform designed to drive innovation, efficiency, and long-term shareholder
value across multiple industries.

 During the first fiscal quarter of 2026, the Company
completed two hotel acquisitions as part of its strategy to expand its owned and operated hospitality platform in key California markets.
On August 27, 2025, the Company acquired Victorville Treasure Holdings LLC, owner of a 155-room property in Victorville, California, for
total consideration of approximately $39 million, satisfied through the issuance of Series C Convertible Preferred Stock. On September
30, 2025, the Company acquired Ranch Mirage Hilton LLC, owner of the Hilton Garden Inn Palm Springs – Ranch Mirage, for total consideration
of approximately $24 million, also settled in Series C Convertible Preferred Stock.

 Both transactions were accounted for as business combinations
under ASC 805 and are expected to strengthen the Company's hospitality operations platform, expand recurring revenue from owned
properties, and create opportunities for franchise-brand leverage. The Victorville acquisition involves value-add renovation and franchise-conversion
initiatives, while the Ranch Mirage Hilton acquisition adds an established, branded property expected to contribute immediate operating
income.

 Each acquisition included an earn-out component payable
in additional Series C Convertible Preferred Stock upon achievement of defined post-closing milestones, as described in Note 8 —
Stockholders' Deficit. The Company is finalizing the valuation of identifiable tangible and intangible assets and goodwill associated
with these business combinations; amounts recognized as of June 30, 2026 are provisional and will be adjusted during the measurement period
as permitted under ASC 805.

 Products
and Services

 The
Company offers a comprehensive suite of products and services designed to meet the evolving needs of the hospitality and food service
industries. Through TechForce Robotics, Inc., we deploy AI-powered robotic systems and automation services that handle repetitive, labor-intensive
tasks such as food delivery, bussing, cleaning, and back-of-house operations. Future Hospitality (RoboOp365) provides plug-and-play robotic
solutions integrated with proprietary AI software, enabling customers to improve efficiency, reduce labor costs, and enhance guest experiences
across restaurants, hotels, healthcare facilities, and institutional foodservice environments. SWC Group, Inc. (CarryOutSupplies.com)
complement these technological offerings with custom-printed packaging products, including cups, containers, and other foodservice supplies,
giving operators both brand-enhancing packaging and a direct channel to adopt robotic solutions. Together, these subsidiaries allow the
Company to provide end-to-end solutions, combining automation hardware, AI-driven software, service and maintenance, and consumable packaging
products, creating a vertically integrated platform that drives operational efficiency and customer value.

 TechForce
Robotics

 Products

 The
Company believes TechForce Robotics, Inc. is uniquely positioned as the operational backbone of its robotics platform, leveraging decades
of hands-on hospitality and foodservice expertise to ensure the successful deployment of AI-powered automation solutions. Unlike many
robotics companies that focus solely on hardware, TechForce combines robotics with deep operational know-how, enabling seamless integration
of automation into real-world environments.

 TechForce
Robotics offers a suite of robotics and automation solutions under the Robots-as-a-Service (RaaS) model, designed to address repetitive,
labor-intensive, and injury-prone tasks that are increasingly difficult for staff to manage. These solutions support both guest-facing
and back-of-house operations, helping operators achieve cost savings, efficiency improvements, and enhanced service consistency.

 1.
 Meet
 Concierge – Your Smart Room Service Assistant

 Concierge
 is the ultimate room service delivery robot for hotels and resorts. Whether delivering meals,
 beverages, toiletries, or special requests, Concierge ensures every order arrives quickly,
 securely, and contact-free. Featuring AI-powered navigation, touchless elevator and door
 access, and secure storage compartments, Concierge provides seamless, round-the-clock service.
 By reducing wait times and lightening staff workloads, Concierge enhances guest satisfaction
 while optimizing operations.

 2.
 Meet
 LIN-E – The Laundry Helper and Housekeeping Assistant

 LIN-E
 is an intelligent housekeeping robot designed to handle the heavy lifting of laundry and
 trash management. Equipped with advanced sensors, AI navigation, and robotic arms, LIN-E
 autonomously transports laundry and waste, operating elevators and doors independently. Ideal
 for hotels, stadiums, convention centers, and large facilities, LIN-E improves efficiency,
 reduces physical strain on staff, and streamlines back-of-house operations.

 3.
 Meet
 Matradee – Front-of-House Food Service Assistant

 Matradee is designed to assist servers in delivering meals efficiently and consistently in
 high-volume foodservice settings. By working alongside staff, Matradee helps minimize errors,
 accelerate service times, and enhance the overall dining experience for guests.

 4.
 Meet
 Dustee – The Smart Cleaning Assistant

 Dustee
 automates sweeping and basic floor cleaning tasks, reducing the need for manual labor in
 maintaining clean, safe environments. By handling one of the most repetitive housekeeping
 functions, Dustee enables staff to focus on higher-value responsibilities.

 TechForce
has an established track record of building and managing more than 130 hotels and developing over 50 properties from the ground up. This
operational background provides the Company with a unique advantage: the ability to test, refine, and implement robotic solutions in
live hospitality environments with confidence and precision.

 In
recent months, TechForce has begun positioning its solutions for deployment across hotels, convention centers, healthcare facilities,
and shopping malls. The Company is also using its owned hotel assets—including the recently acquired Holiday Inn Victorville—as
innovation hubs to validate and showcase real-world use cases for robotics and AI-enabled automation.

 The
website for TechForce Robotics is www.techforcerobotics.com

Hospitality

 Products

 The
Company believes it is revolutionizing the hospitality industry with plug-and-play robotics and automation solutions designed to enhance
service efficiency and consistency.

 Regular
national media coverage highlights the ongoing labor crisis in California, which is creating massive upheaval across the food service
industry. With minimum wage for all fast-food employees in California increased to $20, effective April 1, 2024, many long-standing businesses
have been forced to shut down. Others are actively looking to invest in automation solutions that will allow them to remain viable now
and in the future.

Hospitality offers two key robotics solutions through the RaaS business model, which can transform both front-end and back-end operations
within the hospitality industry.

 1.

 Front-End
 Solutions: The serving robot, an advanced front-end solution, works alongside wait staff to ensure faster and more reliable service.
 These sever robots help streamline service delivery, enhancing guest experiences by minimizing wait times and reducing human errors.

 2.

 Back-End
 Solutions: Smart cooking bots provide game-changing back-end solutions to support chefs in high-volume environments. The advanced
 kitchen assistant ensures consistent food quality and enables even inexperienced staff to prepare delicious meals quickly, addressing
 critical challenges in busy kitchens.

 In
recent months, Future Hospitality has been actively showcasing the capabilities of its service robots and automated systems to various
regional restaurant franchises, assisted living facilities, hotels, and hospital operators. These demonstrations have sparked significant
interest among industry leaders seeking to solve service inconsistency, labor shortages, and ongoing staffing replacement costs.

Hospitality is in active discussions with several organizations interested in implementing these automation solutions at scale in their
day-to-day operations.

 The
website for Future Hospitality is www.roboop365.com.

 CarryOutSupplies.com

 Products

 The
Company believes CarryOutSupplies.com is one of the most recognized names in the custom-printed foodservice packaging industry,
serving as both a revenue-generating subsidiary and a strategic channel for introducing our robotics and automation solutions to the
market. With over 6,000 customers served across the United States since inception, CarryOutSupplies.com has established a strong reputation
for quality, reliability, and service.

 CarryOutSupplies.com
provides a wide range of foodservice packaging products, specializing in custom printing that helps operators strengthen their brand
identity while meeting day-to-day operational needs. Products include:

 1.
 Custom-Printed
 Cups – Disposable paper and plastic cups available in multiple sizes, with high-quality
 custom printing to promote brand visibility and enhance customer experience.

 2.
 Takeout
 Containers and Boxes – Eco-friendly and durable packaging for restaurants, caterers,
 and foodservice operators, designed to keep food fresh during transport while showcasing
 custom branding.

 3.
 Utensils
 and Accessories – Branded or generic foodservice accessories, including straws,
 cutlery, napkins, and lids, to provide operators with a one-stop shop for all consumable
 needs.

 4.
 Eco-Friendly
 Packaging Solutions – Compostable and recyclable packaging options designed to
 meet increasing consumer and regulatory demand for sustainable products, helping operators
 align with ESG and green initiatives.

 In
addition to providing consumables, CarryOutSupplies.com serves as a strategic sales and distribution channel for the Company's
robotics offerings. Its established relationships with thousands of foodservice operators give the Company immediate access to decision-makers
who are increasingly seeking automation solutions to reduce costs and improve efficiency.

 By
combining consumable products with robotics cross-selling opportunities, CarryOutSupplies.com not only generates recurring revenue but
also accelerates adoption of the Company's automation technologies across the hospitality and foodservice industries.

 The
website for CarryOutSupplies.com is www.carryoutsupplies.com

 Market
 Trends

 In
an era where the gig economy reshapes labor dynamics, minimum wages rise, and labor disputes intensify, the food service industry stands
at a crucial crossroads. Service robots, such as our cutting-edge culinary assistants, are not just a nod to the future, they are a robust
solution to today's burgeoning challenges.

 Tackling
 Gig Economy Challenges: The gig economy has revolutionized the workforce, offering flexibility but also introducing unpredictability
 in staffing. Service robots provide a constant, reliable presence, mitigating the fluctuations and uncertainties inherent in a gig-based
 labor force.

 Addressing
 Rising Minimum Wage Concerns: As minimum wages climb, the financial strain on food service operations intensifies. Service robots
 offer a one-time investment that delivers ongoing returns, alleviating the pressure of rising labor costs.

 Navigating
 Labor Disputes: Disputes and disagreements within the workforce can lead to disruptions and financial losses. Service robots
 operate with consistent efficiency, eliminating the potential for labor disputes and ensuring uninterrupted service excellence.

 Solving
 the 100% Staff Turnover Dilemma: The food service industry often grapples with high employee turnover rates, leading to recurring
 recruitment and training expenses. Service robots, with their enduring presence, eradicate the turnover turmoil, providing a stable
 and dependable solution.

 Reducing
 Staff Training Costs: Training new staff is an ongoing expense in the food service sector. Service robots, once programmed, require
 no further training, offering a straightforward, cost-effective alternative to the continuous cycle of training and retraining staff.

 Minimizing
 Job-Related Injuries: In a bustling kitchen or service area, the risk of job-related injuries is ever-present. Service robots
 are designed to operate safely alongside human coworkers, reducing the likelihood of injuries and associated costs.

 Marketing

 The
Company is actively marketing its products and services through a combination of direct sales efforts and referral-based introductions
across its hospitality and foodservice network. To accelerate adoption of its Robots-as-a-Service (RaaS) solutions, the Company offers
prospective customers free trial deployments, allowing operators to experience firsthand the value, efficiency gains, and cost savings
of automation without requiring upfront financial commitments. This approach reduces adoption barriers, showcases real-world use cases,
and positions the Company to convert trials into long-term service contracts.

 While
the Company is not yet generating significant revenue from its RaaS operations, management believes that its targeted marketing efforts,
coupled with an expanding customer pipeline and the trial-to-contract model, provide a strong foundation for revenue growth in the near
term.

 Competition

 Service
robotics is still an emerging sector in the United States. While many countries have already adopted automation across a wide range of
industries, the U.S. market remains several years behind and is still in the early stages of adaptation. This creates both challenges
and opportunities.

 Overseas
manufacturers currently hold meaningful market share outside the United States; however, many have limited or no presence in the U.S.
market. We believe this gap provides a unique opportunity for the Company to establish itself as a first mover in the domestic market.
By combining our in-depth operational expertise with a home-field advantage in the U.S., management believes we are well positioned to
capture significant market share, set industry standards, and emerge as a market leader.

 Furthermore,
we anticipate that our platform can become the preferred distribution and deployment channel for other robotic manufacturers and innovators
seeking entry into the U.S. market. By leveraging our experience, infrastructure, and established customer relationships, we aim to accelerate
adoption and build a leadership position as the U.S. service robotics industry matures.

 Government
Regulations

 In
the United States, the National Institute of Standards and Technology (NIST) has developed frameworks and guidelines to help ensure the
safety, reliability, and interoperability of robotics and autonomous systems. These standards provide guidance for developing, deploying,
and operating robots in a variety of applications.

 The
United States has been a leader in robotics innovation for several decades and is home to some of the most prominent robotics companies,
including Boston Dynamics, iRobot, and Amazon Robotics (formerly Kiva Systems). The U.S. government has recognized the potential of robotics
to drive economic growth, enhance productivity, and improve efficiency, and it has implemented policies and programs to support industry
development.

 One
of the most significant initiatives is the National Robotics Initiative (NRI), launched in 2011. The NRI is a multi-agency collaboration
involving the National Science Foundation, NASA, the Department of Defense, and the Department of Agriculture, among others. The program
provides funding for robotics research and development across multiple industries, including manufacturing, healthcare, and transportation,
with a particular focus on human–robot collaboration ("co-robotics").

 In
addition, the U.S. Department of Labor has supported apprenticeship and workforce training programs in robotics and advanced manufacturing
through its ApprenticeshipUSA framework and related initiatives. These programs are designed to address the skills gap in the workforce
and ensure workers are trained to meet the growing demand for robotics expertise.

 Beyond
these initiatives, companies operating in the robotics industry must also consider data privacy, AI ethics, and workplace safety requirements
under existing U.S. regulations. Compliance with standards such as OSHA guidelines, emerging AI governance frameworks, and data protection
policies is expected to play an increasing role as robotics solutions scale into mainstream use.

 Item
1A. Risk Factors

 Smaller
reporting companies are not required to provide the information required by this item.

 Item
1B. Unresolved Staff Comments

 None.

 Item
1C. Cybersecurity

 We
 rely on the integrity and availability of our information technology ("IT") systems,
 as well as those of certain third-party service providers, to support our operations and
 safeguard sensitive information. These systems may store or process confidential business
 data, intellectual property, financial records, and personal information.

 Most
of our robots leverage on-site servers, which provides greater control over data and reduces reliance on overseas or manufacturer-hosted
servers often used by other robotics companies. We believe this approach enhances system security and protects sensitive operational
and customer information.

 We
maintain security measures intended to protect against cybersecurity threats; however, no system is entirely free from risk. To date,
we have not experienced any material cybersecurity incidents. We monitor applicable U.S. data privacy and cybersecurity standards and
will continue to prioritize cybersecurity as a core element of our operations.

 Governance
and Oversight

 Oversight
 of cybersecurity risk currently rests with department managers, who are responsible for monitoring
 IT systems, addressing potential risks, and reporting issues directly to senior management.
 At this stage, the Company has not established formal Board-level committees dedicated to
 cybersecurity; however, management, led by our Chief Executive Officer, President, Subsidiary
 Chief Executive Officers and Chairman, oversees day-to-day cybersecurity operations and engages
 external specialists as needed.

 The
Company recognizes the importance of cybersecurity governance and intends to formalize oversight structures, including establishing Board-level
committees, in the near future as our operations expand.

 Risk
Management Approach

 We
 have implemented, and continue to enhance, a cybersecurity risk management program designed
 to identify, assess, and mitigate threats to our systems and data. Current measures include:

 Use
 of firewalls, antivirus and endpoint protection tools, and restricted access to critical
 systems;

 Multi-factor
 authentication for select systems and administrative users;

 Employee
 training programs focused on phishing awareness and data security practices;

 Incident
 response procedures to detect, contain, and remediate security events; and

 Engagement
 of third-party providers to conduct vulnerability testing and supplement technical expertise
 where internal resources are limited.

 We
are in the process of expanding our policies and procedures to better align with recognized security standards and improve documentation
of our cybersecurity framework. We acknowledge that, given our size and available resources, the maturity of our program may be more
limited than that of larger organizations.

 Third-Party
Vendor Risk

 A
significant portion of our data storage, communications, and operational systems are hosted or managed by third-party vendors. While
we perform diligence and require certain contractual security obligations, we do not directly control these external systems. As a result,
our operations may be impacted by cybersecurity vulnerabilities or incidents affecting our vendors.

 Incident
History

 To
date, we are not aware of any cybersecurity incidents that have had a material adverse effect on our operations, business, results of
operations, or financial condition. We have, however, experienced routine attempted phishing attacks, malware probes, and other common
malicious activity. These attempts have been contained without material impact.

 Potential
Risks

 Cybersecurity
threats, if realized, could disrupt operations, compromise sensitive data, damage our reputation, subject us to regulatory investigations
or penalties, and result in significant financial losses. While we maintain processes and controls designed to prevent or mitigate such
risks, no system can provide absolute assurance.

Enhancements

 We
are committed to strengthening our cybersecurity posture as our operations expand. Planned initiatives include enhancing continuous monitoring
capabilities, expanding multi-factor authentication to additional systems, improving vendor oversight, and formalizing Board-level oversight
of cybersecurity through dedicated committees. These steps are intended to align our practices more closely with recognized industry
standards and support long-term resilience.

 Item
2. Properties

 Our
corporate address is 13501 S Main Street, Los Angeles, CA 90016 and our telephone number is 866-291-7778.

Hospitality Ventures Holdings, Inc. rents office space at 177 E Colorado Blvd Ste 200, Pasadena, CA 91105 TechForce Robotics, Inc. rents
office space at 42225 Remington Ave, #A15, Temecula, CA, 92590

 We
do not own any real estate at the above locations.

 Victorville
Treasure Holding, LLC is a hotel located at 15494 Palmdale Road, Victorville, California 92392. This property is owned by the Company
as of August 27, 2025.

 Item
3. Legal Proceedings

 There
are no current, past, pending or threatened legal proceedings or administrative actions either by or against the issuer that could have
a material effect on the issuer's business, financial condition, or operations. The Company is not currently aware of any creditor
disputes, vendor collection actions, or shareholder claims.

 Item
4. Mine Safety Disclosures

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 a)
Market Information

 Our
common stock is currently quoted on the OTC market "QB" under the symbol "NGTF".

 The
following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported
by OTCMarkets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily
represent actual transactions.

 The
last reported price was $0.0493 on October 10, 2025.

 Ending June 30, 2025

 High

 Low

 September 30, 2024

 $
 0.0170

 $
 0.0150

 December 31, 2024

 0.0069

 0.0060

 March 31, 2025

 0.0088

 0.0706

 June 30, 2025

 0.0200

 0.0180

 Period Ending June 30, 2024:

 September 30, 2023

 $
 0.0425

 $
 0.0400

 December 31, 2023

 0.0195

 0.0170

 March 31, 2024

 0.0120

 0.0110

 0.0220

 0.0183

 b)
Holders

 On
June 30, 2025, there are approximately 281 holders of record of our common stock. The number of stockholders of record does not include
beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other
fiduciaries.

 c)
Dividends

 No
dividends have ever been declared by the Board of Directors on our common stock. Our losses do not currently indicate the ability to
pay any cash dividends, and we do not have the intention of paying cash dividends on our common stock in the foreseeable future.

 d)
 Securities Authorized for Issuance Under Equity Compensation Plans

 No
equity compensation plan or agreements under which our common stock is authorized for issuance has been adopted during the fiscal years
ended June 30, 2025 and 2024.

 e)
Recent Sales of Unregistered Securities

the Fiscal Year ended June 30, 2025, the Company issued the following equity securities without registration under the Securities Act
of 1933, as amended (the "Securities Act") in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act
and/or Regulation D promulgated thereunder.

C, Convertible Preferred Stock Issued for Services

 On
March 25, 2025, the Company granted 94,250 shares of Series C, convertible preferred stock to several service providers as compensation.
The fair value of the Series C shares was based on the quoted closing trading price of $0.0068/share. Applying the 6,000:1 conversion
ratio, the grant equates to 565,500,000 common shares on an as-converted basis, resulting in a total fair value of $3,845,400.

C, Convertible Preferred Stock Issued for Services

 On
February 17, 2025, the Company issued 2,000 shares of Series C, convertible preferred stock to a consultant for services rendered. The
fair value of the Series C shares was based on the quoted closing trading price of $0.0081/share. Applying the 6,000:1 conversion ratio,
the grant equates to 12,000,000 common shares on an as-converted basis, resulting in a total fair value of $97,200.

 Stock
Issued for Services

 The
Company issued 50,000 shares of common stock to consultants for services rendered, having a fair value of $995 ($0.0199/share), based
upon the quoted closing trading price.

Stock Issued in connection with Conversion of Convertible Notes Payable

 The
Company issued an aggregate 8,003,164 shares of common stock to certain convertible debt holders, having a fair value of $264,120 ($0.033/share),
based upon the quoted closing trading price.

 f)
Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Penny
Stock Regulation

of our common stock have been and will likely continue to be subject to rules adopted the SEC 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 system, provided that current price
and volume information with respect to transactions in those securities is provided by the exchange or system). The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure
document prepared by the SEC, which contains the following:

 a
 description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

 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 violation to such duties or other requirements of securities' laws;

 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;

 a
 toll-free telephone number for inquiries on disciplinary actions;

 definitions
 of significant terms in the disclosure document or in the conduct of trading in penny stocks; and

 such
 other information and is in such form (including language, type, size and format), as the SEC shall require by rule or regulation.

 Prior
to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:

 the
 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
 market 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 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 acknowledgment 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 suitability statement. These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may
have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.

 Item
6. Reserved

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 The
following discussion and analysis of the results of our operations and financial condition should be read in conjunction with our financial
statements, and the notes to those financial statements that are included elsewhere in this Report. All monetary figures are presented
in U.S. dollars, unless otherwise indicated.

information contained in this MD&A includes "forward-looking statements." Statements which are not historical reflect
our current expectations and projections about our future results, performance, liquidity, financial condition and results of operations,
prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what
is believed to be significant factors affecting our existing and proposed business, including many assumptions regarding future events.
In some cases, you can identify forward-looking statements by terminology such as "may," "will" "should,"
"expect," "intend," "plan," anticipate," "believe," "estimate," "predict,"
"potential," "continue," or similar terms, variations of such terms or the negative of such terms. These statements
are only predictions and involve known and unknown risks, uncertainties, and other factors. Although forward-looking statements, and
any assumptions upon which they are based, are made in good faith, and reflect our current judgment, actual results could differ materially
from those anticipated in such statements. Actual results, performance, liquidity, financial condition and results of operations, prospects
and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward- looking statements
as a result of various risks, uncertainties and other factors

 In
light of these risks and uncertainties, and especially given the nature of our existing and proposed business, there can be no assurance
that the forward-looking statements contained in this section and elsewhere in this Annual Report on Form 10-K will in fact occur. Potential
investors should not place undue reliance on any forward- looking statements. Except as expressly required by the federal securities
laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future
events, changed circumstances or any other reason.

 Results
of Operations for the Years Ended June 30, 2025 and 2024

 Year

 2025

 2024

 (Decrease)

 $

 %

 Revenues - net

 $

 $
 -

 $

 %

 A

 Cost of sales

 412,503

 -

 412,503

 %

 B

 Impairment of goodwill

 -

 %

 C

 Depreciation and amortization

 -

 %

 D

 General and administrative

 3,673,760

 2,961,708

 %

 E

 (4,547,072
)

 (712,052
)

 (3,789,468
)

 %

 F

 Other income (expense)
 - net

 (3,389,112
)

 (2,241,410
)

 1,147,702

 -51
 %

 G

 Loss from continuing operations

 (7,936,184
)

 (2,953,462
)

 4,982,722

 -169
 %

 H

 Loss from discontinued

 (179,694
)

 (282,044
)

 (102,350
)

 %

 I

 Net Loss

 (8,115,878
)

 (3,235,506
)

 4,880,372

 -151
 %

 J

 A.
Revenues - net

were $482,285 in fiscal 2025 compared to no revenues from continuing operations in fiscal 2024. The increase was attributable to (i)
the launch of Foodservice Packaging Distribution following its acquisition on March 31, 2025, and (ii) the commencement of initial customer
billings under the Robotics-as-a-Service ("RaaS") segment. The absence of revenues in the prior year fully accounts for the
year-over-year increase.

 B.
Cost of Sales

 Cost
of sales was $412,503 in fiscal 2025, reflecting direct product sourcing, distribution, and equipment deployment costs associated with
the packaging and RaaS businesses. As both segments only commenced near the end of fiscal 2025, no comparable costs were recorded in
fiscal 2024.

 C.
Impairment of Goodwill

 In fiscal 2025, the Company recognized
a full impairment charge of $897,542 related to goodwill previously assigned to the RaaS (Robotics-as-a-Service) reporting unit. The
impairment was triggered by continued operating losses, minimal revenues, and the inability to achieve the planned commercialization
milestones for the legacy RaaS platform.

 Subsequent to the impairment, the Company initiated
a strategic realignment of its robotics technology initiatives under Skytech, a newly acquired subsidiary focused on integrating
advanced automation and sensor systems into its future product roadmap. The goodwill impairment relates solely to historical RaaS operations
and does not affect the carrying value of assets or goodwill attributable to Skytech.

 No goodwill impairment was recorded in fiscal 2024.

 D.
Depreciation and Amortization

and amortization totaled $45,552 in fiscal 2025 compared to none in the prior year. The increase reflects the capitalization of property,
equipment, and intangible assets acquired as part of the SWC acquisition, which support both the packaging and RaaS operations.

 E.
General and Administrative Expenses

 General
and administrative expenses were $3,673,760 in fiscal 2025, compared to $712,052 in fiscal 2024. The $2,961,708 increase reflects the
build-out of corporate infrastructure to support public company compliance and governance, expansion of finance, legal, and IT functions,
and personnel costs associated with scaling the RaaS business. The increase also includes nonrecurring start-up costs incurred to establish
the foodservice packaging distribution business following its acquisition.

 F.

 Loss
from operations was $4,547,072 in fiscal 2025, compared to $712,052 in fiscal 2024. The increase of $3,789,468 was primarily due to higher
general and administrative expenses, recognition of the goodwill impairment charge, and the addition of cost of sales and depreciation
related to the newly launched packaging and RaaS operations.

 G.
Other income (expense) – net

 Other
expense, net, was $3,389,112 in fiscal 2025 compared to $2,241,410 in fiscal 2024, an unfavorable change of $1,147,702. The increase
in expense was driven by higher interest costs associated with financing activities, amortization of debt issuance costs, and fair value
losses on financing instruments and derivatives.

 H.
Loss from Continuing Operations

 Loss
from continuing operations totaled $7,936,184 in fiscal 2025, compared to $2,953,462 in fiscal 2024. The increase of $4,982,722 reflects
the combined impact of the goodwill impairment, increased general and administrative costs, and higher financing and non-operating expenses.

 I.
Loss from Discontinued Operations

 Loss
from discontinued operations, which relates to the legacy Snacks and Beverages segment, was $179,694 in fiscal 2025 compared to $282,044
in fiscal 2024. The $102,350 reduction in loss reflects lower exit-related costs as the segment continued to wind down.

 J.
Net Loss

 Net
loss was $8,115,878 in fiscal 2025 compared to $3,235,506 in fiscal 2024, an unfavorable change of $4,880,372. The larger net loss primarily
reflects the launch of packaging and RaaS operations (including associated start-up losses), the recognition of the goodwill impairment,
increased corporate overhead, and higher non-operating expenses. See discussion of all items above.

 Other
Income (Expense)

 Year

 2025

 2024

 (Decrease)

 Other income
 (expense) - net

 $

 %

 Interest income

 $
 75,119

 $
 17,599

 $
 57,520

 %

 A

 Other income

 9,810

 -

 $
 9,810

 %

 B

 Loss on debt extinguishment

 (113,955
)

 (111,730
)

 $
 (2,225
)

 %

 C

 Derivative expense

 (653,792
)

 -

 $
 (653,792
)

 %

 D

 Interest expense (including amortization of
 debt discount)

 (1,526,067
)

 (2,147,279
)

 $
 621,212

 -29
 %

 E

 Change in fair value of derivative liabilities

 (190,102
)

 -

 $
 (190,102
)

 %

 F

 Loss on settlement of pre-existing assets

 (1,490,803
)

 -

 $
 (1,490,803
)

 %

 G

 Gain on debt extinguishment
 - derivative liabilities

 500,678

 -

 $
 500,678

 %

 H

 Total
 other income (expense) - net

 $
 (3,389,112
)

 $
 (2,241,410
)

 $
 (1,147,702
)

 %

 Other
Income (Expense) – Net

 Other
expense, net, was $(3,389,112) in fiscal 2025 compared to $(2,241,410) in fiscal 2024, an unfavorable change of $1,147,702 (51%). The
increase in expense was primarily attributable to new acquisition-related derivative items (D and F – SWC notes acquired) and the
loss on settlement of pre-existing assets (prior to acquisition of SWC) (G), partially offset by lower interest expense (E) and a gain
on debt extinguishment – derivative liabilities (H).

 A
— Interest income. Increased $57,520, or 327%, to $75,119 in fiscal 2025 compared to $17,599 in fiscal 2024. The increase reflects
accrued interest income on a higher loan balance during 2025.

 B
— Other income. Increased $9,810 in fiscal 2025 due to miscellaneous, non-recurring receipts; there was no comparable item in 2024.

 C
— Loss on debt extinguishment. Increased slightly by $2,225, to $(113,955) in fiscal 2025 from $(111,730) in fiscal 2024. In both
years, this line item reflected one-time non-cash losses related to modifications and settlements of debt instruments.

 D
— Derivative expense. New non-cash charge of $(653,792) in fiscal 2025, compared to none in 2024. This arose from debt instruments
acquired with SWC that became convertible upon closing on March 31, 2025, triggering recognition of an embedded derivative liability
at fair value. The excess of the derivative's initial fair value over proceeds was expensed immediately.

 E
— Interest expense (including amortization of debt discount). Decreased $621,212, or 29%, to $(1,526,067) in fiscal 2025 from $(2,147,279)
in fiscal 2024. The decrease was primarily due to lower non-cash amortization of debt discounts ($332,021 in 2025 versus $638,194 in
2024) and the settlement of higher-cost debt.

 F
— Change in fair value of derivative liabilities. New non-cash loss of $(190,102) in fiscal 2025, arising from period-end remeasurement
of embedded conversion features on SWC-related convertible notes. No comparable item existed in 2024.

 G
— Loss on settlement of pre-existing assets. New $(1,490,803) non-cash loss in fiscal 2025, recognized upon settlement of intercompany
advances among SWC, FHVH, and NGTF, such pre-existing relationships are measured and recognized separately from the business combination.

 H
— Gain on debt extinguishment – derivative liabilities. New gain of $500,678 in fiscal 2025, resulting from the remeasurement
of the derivative liability upon repayment and conversion of principal on a convertible note (Loan #17), consistent with ASC 470-50.

 Net
Loss

 Year

 2025

 2024

 (Decrease)

 $

 %

 $
 (8,115,878
)

 $
 (3,235,506
)

 $
 (4,880,372
)

 %

 Net
loss for the year ended June 30, 2025, was $8,115,878, compared to a net loss of $3,235,506 for the year ended June 30, 2024. This represents
an increase in net loss of $4,880,372, or 151%.

 The
increase in net loss was primarily the result of:

 1.

 Higher
 general and administrative expenses – General and administrative expenses increased by $2,961,708, reflecting the expansion
 of corporate overhead to support public company compliance, additional headcount and infrastructure to scale the RaaS business, and
 start-up costs to establish the packaging business following its March 31, 2025 acquisition. These expenses were not present in the
 prior year and account for a significant portion of the increase in net loss.

 2.

 Recognition
 of goodwill impairment – The Company recorded a $897,542 impairment charge in fiscal 2025, fully writing off goodwill associated
 with part of the RaaS reporting unit (FHVH). This non-cash charge did not occur in fiscal 2024.

 3.

 Increased
 other expense – net – Other expense, net, rose by $1,147,702, largely reflecting acquisition-related non-cash charges
 in fiscal 2025, including:

 expense of $653,792,

 Loss
 on settlement of pre-existing assets of $1,490,803, and

 in fair value of derivative liabilities of $190,102.

 These
 were partially offset by a $500,678 gain on debt extinguishment – derivative liabilities and a $621,212 reduction in interest
 expense from the settlement of higher-cost debt obligations.

 4.

 New
 operating costs – Fiscal 2025 included $412,503 of cost of sales and $45,552 of depreciation and amortization attributable
 to the acquired packaging and robotics operations. These expenses did not exist in the prior year.

 5.

 Partially
 offsetting factors – The overall increase in net loss was mitigated by the Company's first year of continuing operations
 revenues ($482,285 in fiscal 2025), which partially offset the additional costs and charges recognized during the year.

 The
majority of the year-over-year increase in net loss reflects the Company's strategic acquisitions of SWC and Foodservice Packaging
and the integration of those businesses, coupled with acquisition-related financing structures. Many of these charges were non-cash and
non-recurring in nature but were necessary to position the Company for future growth.

 Liquidity
and Capital Resources

 Liquidity
and Going Concern

 As
reflected in the accompanying consolidated financial statements, for the year ended June 30, 2025, the Company had:

 Net
 loss available to common stockholders of $8,127,444; and

 Net
 cash used in operations was $1,634,483

 Additionally,
at June 30, 2025, the Company had:

 deficit of $46,753,844

 deficit of $(17,332,174)

 Working
 capital deficit of $10,688,767; and

 Cash
 on hand of $350,231

 Following
its recent acquisitions of SWC and Skytech, the Company has initiated early customer deployments under its Robotics-as-a-Service ("RaaS")
model and commenced revenue-generating activities. While these deployments represent an important step toward building recurring revenue,
revenues to date are not sufficient to fund ongoing operations. Based on current operating levels and cash usage forecasts, existing
cash resources are not sufficient to fund operations for the twelve months following the issuance of these financial statements without
additional financing.

 Historically,
the Company has relied on third-party and related-party debt financing. There is no assurance that additional financing will be available
on commercially acceptable terms, or at all. Furthermore, there is no assurance that any funds raised will be sufficient to enable the
Company to complete its initiatives or achieve profitable operations.

 The
Company's future capital requirements and the adequacy of its available funds will depend on many factors, including the ability
to successfully scale both its Foodservice Packaging and RaaS businesses, expand into new markets, respond to competitive pressures,
and pursue strategic opportunities. Current capital needs reflect investments in:

 Our
capital needs reflect investments in:

 Scaling
 RaaS deployments to new customers and markets;

 Maintaining
 and upgrading robotic systems in the field; and

 Supporting
 working capital and day-to-day operations

 While
the Company sees significant opportunity to grow recurring revenue through RaaS, its ability to execute on this opportunity depends on
securing additional financing. If sufficient capital is not raised, the Company may be required to slow expansion plans, reduce operating
activities, or adjust its overall strategy.

 These
factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date these
consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might result
if the Company is unable to continue as a going concern and have been prepared on a basis that assumes the Company will continue as a
going concern and realize assets and satisfy liabilities in the ordinary course of business.

strategic plans to address these matters include the following:

 Expand
 into new and existing markets, with a focus on Robotics as a Service;

 Obtain
 additional debt and/or equity financing to support working capital and growth;

 Pursuing
 collaborations with other operating businesses for strategic opportunities; and

 Selectively
 evaluating acquisitions to enhance or complement the current business model.

 Cash

 (Decrease)

 June

 June

 $

 %

 Cash

 $
 350,231

 $
 137,660

 $
 212,571

 154.42
 %

 Cash
increased by $212,571, or 154%, to $350,231 at June 30, 2025, from $137,660 at June 30, 2024. The increase was primarily attributable
to net proceeds from financing activities, including borrowings under new debt arrangements entered into to fund operations and acquisition-related
integration costs. These inflows were partially offset by cash used in operating activities to support expanded infrastructure, integration
of the Foodservice Packaging and RaaS businesses, and servicing of debt obligations.

 While
operating losses expanded during fiscal 2025 due to acquisition-related expenditures and higher ongoing corporate costs, management believes
that the successful execution of the acquisitions, combined with prudent liquidity management, positions the Company to leverage these
transactions for future revenue growth and improved cash flows.

 The
Company does not have any cash equivalents.

 Other
Matters:

 Cash
Needs and Runway

 Based
on our current operating plan, we estimate that our existing cash resources are sufficient to fund operations for approximately 3
months from the balance sheet date of June 30, 2025. We expect to require additional financing immediately to support our working capital requirements and planned growth
initiatives.

 Dilution
Considerations

 On
March 25, 2025, we issued Series C Convertible Preferred Stock with a conversion feature into 565.5 million shares of common stock. The
conversion of these instruments, together with other convertible securities, will significantly dilute our existing stockholders and
may adversely affect the market price of our common stock.

Financing

 We
have executed non-binding letters of intent to acquire hotel properties. These transactions are subject to financing and other contingencies,
and there is no assurance they will close. Any financing secured for acquisitions may include additional equity issuances or debt arrangements,
which could increase our leverage and/or dilute our stockholders.

of Cash Flow Activities

 Year

 2025

 2024

 Increase (Decrease)

 Net Cash Provided
 by (Used in)

 $

 %

 Operating activities

 $
 (1,634,483
)

 $
 (709,990
)

 $
 (924,493
)

 130.21
 %

 Investing activities

 (602,118
)

 (447,870
)

 $
 (154,248
)

 34.44
 %

 Financing activities

 2,449,172

 $
 1,196,367

 95.50
 %

 Net change in cash

 $
 212,571

 $
 94,945

 $
 117,626

 123.89
 %

 Cash
Flow from Operating Activities

 Year

 2025

 2024

 Operating activities

 $
 (8,115,878
)

 $
 (3,235,506
)

 Less: net loss - discontinued

 (179,694
)

 (282,044
)

 Net loss - continuing operations

 (7,936,184
)

 (2,953,462
)

 Adjustments to reconcile net loss to net cash
 used in operating activities

 Non-cash financing cost
 under contingent liability

 -

 278,200

 A

 Interest income under acquisition
 note

 -

 (17,599
)

 B

 Warrants issued for services

 -

 84,230

 C

 Warrants issued for financing
 cost

 -

 721,470

 D

 Depreciation and amortization

 -

 E

 Impairment of inventory

 -

 4,803

 F

 Loss on debt extinguishment

 111,730

 G

 Loss on settlement of pre-existing

 1,490,803

 -

 H

 Derivative expense

 653,792

 -

 I

 Change in fair value of
 derivative liabilities

 190,102

 -

 J

 Gain on debt extinguishment
 - derivative liabilities

 (500,678
)

 -

 K

 Amortization of debt discount

 332,021

 638,194

 L

 Bad debt expense

 201,859

 2,054

 M

 Stock issued for services

 98,195

 7,800

 N

 Stock issued for financing
 costs

 -

 O

 Vesting of Series C - preferred
 stock - issued as compensation

 1,521,840

 -

 P

 Interest expense incurred
 in connection with increase in debt principal

 73,750

 -

 Q

 Impairment of goodwill

 -

 R

 Changes in operating assets and liabilities

 (Increase) decrease in

 Accounts receivable

 (66,141
)

 (2,054
)

 S

 (67,288
)

 11,549

 T

 Prepaids and other

 123,983

 (104,134
)

 U

 Increase (decrease) in

 Accounts payable and accrued

 1,495,231

 839,797

 V

 payable and accrued expenses - related party

 (282,910
)

 153,300

 W

 Deferred revenues

 45,029

 (392,902

)

 Z

 Net cash used in operating activities - continuing

 (1,569,547
)

 (567,024
)

 Net cash used in operating
 activities - discontinued operations

 (64,936
)

 (142,966
)

 X

 Net cash used in operating
 activities

 (1,634,483
)

 (709,990
)

Activities

 Net
cash used in operating activities was $(1,634,483) in fiscal 2025, compared to $(709,990) in fiscal 2024, an increase in cash outflows
of $924,493. The increase primarily reflects the higher net loss from continuing operations, partially offset by non-cash adjustments
and changes in working capital accounts. Key year-over-year variances are discussed below.

 Adjustments
to Reconcile Net Loss to Net Cash Used in Operations

 A
 – Non-cash financing cost under contingent liability decreased $278,200, as no contingent liability financing costs were recorded
 in fiscal 2025 compared to the prior year.

 B
 – Interest income under acquisition note increased $17,599, reflecting accrued interest income earned on a note receivable
 post-acquisition.

 C
 & D – Warrants issued for services and financing costs decreased by a combined $805,700, as no warrants were issued in
 fiscal 2025 compared to the prior year.

 E
 – Depreciation and amortization increased $45,552 due to the addition of tangible and intangible assets acquired in the SWC
 transaction.

 F
 – Impairment of inventory decreased $4,803, reflecting the absence of write-downs in fiscal 2025.

 G
 – Loss on debt extinguishment was relatively flat year-over-year, with a $2,225 increase.

 H
 – Loss on settlement of pre-existing assets of $1,490,803 was recognized in fiscal 2025, arising from settlement of intercompany
 balances under ASC 805 prior to the acquisition of SWC; no comparable item existed in fiscal 2024.

 I
 – Derivative expense increased $653,792 due to the recognition of embedded conversion features on SWC-related notes payable
 which, when acquired became convertible.

 J
 – Change in fair value of derivative liabilities of $190,102 was recognized in 2025 from period-end remeasurement of derivative
 liabilities.

 K
 – Gain on debt extinguishment – derivative liabilities of $(500,678) reflects a one-time gain in 2025 related to the
 remeasurement of derivative liabilities and upon partial repayment and conversion debt.

 L
 – Amortization of debt discount decreased $306,173, primarily because prior-period discounts reached full amortization and
 fewer new debt instruments required discount amortization in 2025.

 M
 – Bad debt expense increased $199,805, reflecting higher doubtful accounts associated with receivables from acquired operations.

 N
 – Stock issued for services increased $90,395, representing higher share-based compensation for consultants.

 O
 – Stock issued for financing costs decreased $50,000, as no such issuances occurred in 2025.

 P
 – Vesting of Series C preferred stock contributed a significant non-cash charge of $1,521,840 in 2025, related to the vesting
 of previously granted preferred shares issued as compensation.

 Q
 – Interest expense incurred in connection with debt principal was $73,750 in 2025, representing a new charge tied to a third-party
 lending arrangement.

 R
 – Impairment of goodwill of $897,542 was recorded in fiscal 2025, reducing goodwill associated with the RaaS reporting unit
 (FHVH).

in Operating Assets and Liabilities

 S
 – Accounts receivable increased $66,141, reflecting higher outstanding receivables generated by new operations.

 T
 – Inventory increased $67,288, due to items acquired and used post-acquisition of SWC to support packaging distribution sales.

 U
 – Prepaids and other increased $123,983, reflecting higher deposits and advance payments for operating needs post-acquisition.

 V
 – Accounts payable and accrued expenses increased $1,495,231, primarily from timing of payments and obligations related to
 integration of acquired businesses.

 W
 – Accounts payable and accrued expenses – related party decreased $282,910, reflecting reductions in related-party balances
 settled during the year.

 X
 - Net cash used in operating activities from discontinued operations was $(64,936) for the year ended June 30, 2025, compared to
 $(142,966) for the year ended June 30, 2024. The $78,030 improvement primarily reflects the wind-down of the legacy Snacks and Beverages
 business, which required fewer operating expenditures in 2025 as compared to the prior year.

 Z - Deferred revenue changes are generally based on timing of payments as compared to when services are provided.

 The
overall increase in net cash used in operating activities reflects higher operating losses from newly acquired and expanded operations,
non-cash charges related to acquisitions and financing structures, and integration-related expenditures. These were partially offset
by favorable changes in accounts payable and the reduction in cash usage from discontinued operations as the legacy business was wound
down.

 Cash
Flow from Investing Activities

 Year

 2025

 2024

 Investing activities

 Cash and debt acquired in acquisitions

 $
 28,340

 $
 -

 A

 Acquisition of property and equipment

 (200,851
)

 -

 B

 Advances to future targets - including interest

 (429,607
)

 (149,990
)

 C

 Acquisition costs secured
 by debt

 -

 (297,880
)

 D

 Net
 cash used in investing activities

 $
 (602,118
)

 $
 (447,870
)

 Net
cash used in investing activities was $(602,118) for the year ended June 30, 2025, compared to $(447,870) in the prior year, an increase
in cash outflows of $154,248. The change primarily reflects higher property and equipment purchases and increased advances to potential
acquisition targets, partially offset by the absence of debt-financed acquisition costs in 2025.

 A
– Cash and debt acquired in acquisitions.

 The
Company recorded a net inflow of $28,340 in fiscal 2025, reflecting cash balances acquired (net of assumed debt) in connection with the
Foodservice Packaging acquisition. No comparable inflows occurred in fiscal 2024.

 B
– Acquisition of property and equipment.

 The
Company invested $(200,851) in fiscal 2025 in property and equipment to support the launch and scaling of its packaging and RaaS businesses.
No comparable purchases were made in fiscal 2024.

 C
– Advances to future targets – including interest receivable.

Cash outflows for advances to potential acquisition targets increased to $(429,607) in fiscal 2025, compared to $(149,990) in fiscal
2024. The increase reflects additional promissory note advances, including balances that accrue interest, made as part of the Company's
M&A strategy.

 D
– Acquisition costs secured by debt.

 In
fiscal 2024, the Company recorded $(297,880) of acquisition-related costs that were financed directly with debt. No such debt-financed
acquisition costs were recorded in fiscal 2025, as all acquisition expenditures were funded through cash and equity consideration.

 Cash
Flow from Financing Activities

 Year

 2025

 2024

 Financing activities

 Proceeds from notes payable

 $
 1,547,000

 $

 A

 Repayments on notes payable

 (23,988
)

 -

 B

 Proceeds from convertible notes payable

 959,650

 -

 C

 Repayments on convertible
 notes payable

 (33,490
)

 -

 D

 Net
 cash provided by financing activities

 $
 2,449,172

 $

 Net
cash provided by financing activities was $2,449,172 in fiscal 2025 compared to $1,252,805 in fiscal 2024, an increase of $1,196,367.
The increase reflects higher borrowings under both notes payable and convertible notes payable, partially offset by repayments during
the current year.

 A
– Proceeds from notes payable.

 The
Company received $1,547,000 in proceeds from notes payable during fiscal 2025, compared to $1,252,805 in fiscal 2024. The increase reflects
additional debt financing arrangements entered into during 2025 to fund operating losses, acquisition-related integration costs, and
working capital needs.

 B
– Repayments on notes payable.

 Cash
outflows of $(23,988) were made in fiscal 2025 for scheduled repayments of notes payable. No comparable repayments occurred in fiscal
2024.

 C
– Proceeds from convertible notes payable.

 In
fiscal 2025, the Company raised $959,650 in cash proceeds from the issuance of convertible notes. No comparable proceeds were recognized
in fiscal 2024.

 D
– Repayments on convertible notes payable.

of $(33,490) were made in fiscal 2025 on convertible note obligations. No comparable repayments occurred in fiscal 2024.

 CRITICAL
ACCOUNTING POLICIES

 The
preparation of our consolidated financial statements 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
amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments
which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The
results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may
differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed
in the Notes to our Consolidated Financial Statements.

 Principles
of Consolidation

 The
consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly
owned subsidiaries. The Company consolidates entities where it has a controlling financial interest, as defined by ASC 810, "Consolidation".

 In
accordance with ASC 810-10, consolidation applies to:

 with more than 50% voting interest, unless control is not with the Company; and

 Variable
 Interest Entities (VIEs), where the Company is the primary beneficiary, possessing both (i)
 power over significant activities and (ii) the obligation to absorb losses or receive benefits.

 All
intercompany transactions and balances are eliminated in consolidation. The Company continuously evaluates its investments and relationships
to assess consolidation requirements.

Combinations and Asset Acquisitions

 The
Company accounts for acquisitions in accordance with ASC 805, "Business Combinations," and applicable SEC reporting requirements
under Regulation S-X, Rule 3-05 and Regulation S-K, Items 101 and 303. Transactions qualifying as business combinations are accounted
for under the acquisition method, while those classified as asset acquisitions follow the guidance in ASC 805-50. Additionally, the Company
evaluates whether a transaction qualifies as a reverse acquisition under ASC 805-40 and applies the appropriate accounting and disclosure
requirements.

Combinations

 For
transactions classified as business combinations, the Company:

 Recognizes
 and measures identifiable assets acquired, liabilities assumed, and noncontrolling interests
 at their fair values at the acquisition.

 goodwill as the excess of the fair value of consideration transferred over the fair value
 of net assets acquired, including any previously held equity interests.

 Expenses
 acquisition-related costs as incurred.

 Uses
 preliminary purchase price allocations, with adjustments permitted within the measurement
 period (not exceeding one year). Adjustments beyond the measurement period are recorded in
 earnings.

judgments in fair value determinations include:

 Intangible
 asset valuations, based on estimates of future cash flows and discount rates.

 Useful
 life assessments, impacting amortization and financial results.

 Contingent
 consideration, which is remeasured at fair value through earnings.

 For
SEC registrants, Regulation S-X, Rule 3-05 may require audited financial statements of the acquired business if the acquisition is significant.
The determination of significance follows Rule 1-02(w) of Regulation S-X, which considers investment, asset, and income tests.

 Asset
Acquisitions

 For
transactions classified as asset acquisitions under ASC 805-50, the Company:

 Applies
 the "screen test" to determine whether substantially all of the fair value of
 gross assets acquired is concentrated in a single identifiable asset or group of similar
 assets.

 Allocates
 the purchase price using a cost accumulation model, assigning costs to acquired assets based
 on their relative fair values.

 Capitalizes
 direct acquisition costs as part of the asset's cost, unlike business combinations
 where such costs are expensed.

 The
classification between business combinations and asset acquisitions requires significant judgment, particularly when applying the screen
test. Incorrect classification can materially impact:

 The
 recognition of goodwill (only in business combinations).

 The
 measurement and presentation of acquired assets and assumed liabilities.

 The
 Company's financial position and results of operations.

 Regulatory
and Financial Reporting Considerations

 For
SEC registrants, acquisitions may trigger additional disclosure and reporting requirements:

 S-X, Rule 3-05: Requires separate financial statements of the acquired business if it meets
 significance thresholds under Rule 1-02(w).

 S-K, Item 101: Requires disclosure of the impact of material acquisitions on the Company's
 business operations.

 S-K, Item 303: Mandates discussion of the impact of acquisitions on the Company's financial
 condition and results of operations in Management's Discussion and Analysis (MD&A).

 S-X, Article 11: Requires pro forma financial statements if the acquisition is significant.

 Form
 8-K, Item 2.01: Immediate reporting requirements for material acquisitions, including reverse
 mergers.

 The
Company continuously evaluates acquisitions, to ensure proper classification and compliance with ASC 805, SEC reporting requirements,
and regulatory guidance.

and Impairment

represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Goodwill is not amortized,
but is reviewed for impairment at least annually (in the fourth quarter) or more frequently if events or changes in circumstances indicate
the carrying value of goodwill may not be recoverable.

 For
impairment testing purposes, goodwill is assigned to the reporting unit(s) expected to benefit from the synergies of the acquisition.
The Company performs either a qualitative assessment ("Step 0") to determine whether it is more likely than not that the
fair value of a reporting unit is less than its carrying value, or a quantitative assessment when required.

 If
 the qualitative assessment indicates potential impairment, the Company estimates the fair
 value of the reporting unit and compares it with its carrying amount, including goodwill.

 If
 the carrying amount exceeds fair value, an impairment charge is recognized for the difference,
 not to exceed the carrying value of goodwill.

judgments in goodwill impairment testing include:

 Determining
 the appropriate reporting units.

 Forecasting
 future cash flows.

 Selecting
 appropriate discount rates and market multiples.

 Assessing
 macroeconomic factors, industry trends, and Company-specific performance.

Segments and Expense Disclosure

 The
Company follows ASC 280, Segment Reporting, which requires public entities to report financial and descriptive information about their
reportable operating segments.

 An
operating segment is a component of a public entity that:

 Engages
 in business activities from which it may earn revenues and incur expenses;

 Has
 operating results that are regularly reviewed by the Chief Operating Decision Maker ("CODM,"
 which is our Chief Executive Officer) to make decisions about resource allocation and performance
 assessment; and

 Has
 discrete financial information available.

 Reportable
Segments

 Beginning
in fiscal year 2025, following the acquisition of SWC Group, Inc. (d/b/a CarryOutSupplies.com) and the commencement of commercial activities
under the Robotics-as-a-Service (RaaS) model, management determined that the Company operates in two reportable segments:

 1.
 Packaging Distribution

 Conducted
 through SWC Group, Inc.

 Provides
 wholesale distribution of disposable foodservice packaging products, including printed paper
 cups, plastic cups, food containers, bags, and related consumables.

 2.
 (RaaS)

 Conducted
 through Skytech Automated Solutions, Inc. and Future Hospitality Venture Holdings, Inc.

 Provides
 automation solutions to foodservice and hospitality environments through non-cancellable
 lease and service arrangements.

 The
CODM evaluates operating performance and allocates resources at the segment level.

 Accordingly,
the Company has concluded that Foodservice Packaging Distribution and RaaS represent separate reportable segments.

 Use
of Estimates and Assumptions

 The
preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities
at the date of the financial statements, and the recognition of revenues and expenses during the reporting period. Actual results may
differ from these estimates, and such differences could be material.

in estimates are recorded in the period in which they become known and are accounted for prospectively.

 The
Company bases its estimates on historical experience, industry trends, and other relevant factors, incorporating both quantitative and
qualitative assessments that it believes are reasonable under the circumstances.

estimates for the years ended June 30, 2025 and 2024, respectively, include:

 for doubtful accounts and other receivables

 reserves and classifications

 of goodwill and intangible assets (acquired in an acquisition)

 losses related to goodwill and intangible assets

 of loss contingencies

 of stock-based compensation

 useful lives of property and equipment

 Uncertain
 tax positions

 allowance on deferred tax assets

 The
Company accounts for inventory in accordance with ASC 330, Inventory. Inventory consists solely of snacks and related ingredients and
packaging, and is stated at the lower of cost or net realizable value ("LCNRV") using the first-in, first-out (FIFO) method.

 Continuing

 As
of June 30, 2025, inventory consisted primarily of:

 Packaging Distribution: Finished goods including paper cups, plastic cups, food containers,
 bags, and related consumables.

 (RaaS): None.

evaluates inventories each reporting period to assess whether reserves are necessary for slow-moving, obsolete, or impaired items. In
performing this assessment, management considers market conditions, expected demand, aging trends, turnover rates, and estimated net
realizable value.

 Inventories
related to the Company's legacy Snacks and Beverages business are classified within assets of discontinued operations in the consolidated
balance sheets.

 For
the years ended June 30, 2025 and 2024, respectively, the Company did not record any provisions for inventory obsolescence or impairment.

 At
June 30, 2025 and 2024, the Company had inventory of $319,491 and $0, respectively.

 The
Company evaluates financial instruments containing characteristics of both liabilities and equity in accordance with FASB ASC 480, Distinguishing
Liabilities from Equity, and FASB ASC 815, Derivatives and Hedging.

for Derivative Liabilities

liabilities are revalued at fair value at each reporting period, with changes in fair value recognized in the results of operations as
a gain or loss on derivative remeasurement. The Company uses a Black-Scholes option pricing model to determine the fair value of these
instruments.

and Extinguishment of Derivative Liabilities

 When
a debt instrument with an embedded conversion option (e.g., convertible debt or warrants) is converted into shares of common stock or
repaid, the Company:

 the newly issued shares at fair value;

 Derecognizes
 all related debt, derivative liabilities, and unamortized debt discounts; and

 Recognizes
 a gain or loss on debt extinguishment, if applicable.

 For
equity-based derivative liabilities (e.g., warrants) that are extinguished, any remaining liability balance is reclassified to additional
paid-in capital.

 Reclassification
of Equity Instruments to Liabilities

instruments initially classified as equity may be reclassified as liabilities if they no longer meet equity classification criteria.
In such cases, they are remeasured at fair value on the date of reclassification, with changes recognized in earnings.

Recognition

 The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, as amended. Revenue is recognized when
control of promised goods or services transfers to customers, in an amount that reflects the consideration expected to be received.

Streams

 The
Company currently generates revenue primarily from the following two (2) sources:

 1.

 Packaging – The wholesale distribution of disposable foodservice packaging products, including custom-printed and stock paper
 cups, plastic cups, food containers, bags, and related consumables, primarily through the Company's e-commerce platform.

 2.

 (RaaS) – Multi-year service arrangements for automation solutions in the foodservice and hospitality industries. These generate
 recurring monthly service revenues, supplemented by implementation and integration services, ongoing maintenance, and technical support.

 The
Company previously generated revenues from the sale of packaged snack and beverage products. This activity has been discontinued and
is presented separately as discontinued operations (see Note 14 – Discontinued Operations).

 To
provide further clarity on the nature, timing, and recognition of revenue, the Company's revenue streams are discussed below:

 A.
Foodservice Packaging Distribution

from the distribution of disposable foodservice packaging products is derived exclusively from business customers on a wholesale basis
through the Company's e-commerce platform and direct sales channels. Customer contracts typically contain a single performance
obligation: delivery of the ordered products. Shipping and handling activities that occur after the customer obtains control are accounted
for as fulfillment costs and not as separate performance obligations. Because sales are exclusively to registered businesses, the Company
collects and remits sales taxes where required; sales to businesses are exempt only when valid resale/exemption certificates are obtained.

 B.
Robotics as a Service

from Robotics-as-a-Service ("RaaS") arrangements is recognized over time as services are provided under multi-year customer
service agreements, which typically follow an initial pilot and site preparation period. Contracts generally include a recurring monthly
service fee covering access to robotic equipment, automation software, monitoring, and support services. Although agreements are typically
multi-year in duration, the related performance obligation is the continuous provision of RaaS services, and revenue is recognized ratably
each month as services are delivered.

 The
Company owns and deploys all robotic equipment, including hardware, software, and related components, which remain the property of the
Company. Customers do not obtain control over the units; instead, the Company retains responsibility for operation, servicing, refurbishment,
and replacement as necessary. Management evaluated these arrangements under ASC 842 Leases and concluded they do not contain a
lease because customers do not control the use of the robotic units. Accordingly, revenue is recognized under ASC 606 Revenue from
Contracts with Customers.

arrangements may include one-time activities such as installation, integration, or training. These activities are not distinct performance
obligations and are accounted for as part of the overall service contract, with related fees recognized over the contract term. Ongoing
support includes remote technical assistance, software updates, and maintenance, all of which are included in the recurring service fee.

 The
Company generally invoices customers monthly, with payments due monthly. As a result, contract assets and contract liabilities (deferred
revenue) are not significant.

 C.
Snacks and Beverages (Discontinued Operations)

 The
Company previously generated revenue from the sale of snack and beverage products. This activity has been discontinued and is presented
as discontinued operations in the accompanying consolidated financial statements.

 For
periods prior to discontinuation, revenue was recognized net of slotting fees, trade promotions, discounts, and other sales incentives,
which were classified as variable consideration. Variable consideration was estimated based on historical experience, contractual terms,
and current promotional strategies. Estimates were reviewed and updated each reporting period, and revenue was recognized only to the
extent it was probable that a significant reversal would not occur.

 No
revenues or expenses from this activity are expected to contribute to the Company's future results.

 The
Company follows the five-step revenue recognition model:

 1.
Identify the Contract with a Customer

 A
contract exists when:

 The
 agreement creates enforceable rights and obligations;

 It
 has commercial substance;

 Payment
 terms are defined and consideration is determinable;

 Collection
 is probable

 Customer
credit risk is assessed at contract inception and updated periodically.

 For
Robotics-as-a-Service ("RaaS") contracts, agreements are non-cancellable for an initial 36-month term (except for breach),
and automatically renew for one-year periods unless terminated. Management accounts for renewals as new contracts.

 2.
Identify the Performance Obligations

Packaging – Each order represents a single performance obligation: shipment or delivery of the ordered goods.

(RaaS) – Robotics-as-a-Service (RaaS) – Each contract contains a single bundled performance obligation, representing the
continuous provision of robotic equipment and related services, including installation, integration, training, maintenance, and technical
support. Installation and training are not distinct, as customers cannot benefit from the robots without integration. One-time implementation
activities, when billed, are included in the overall service obligation and recognized over the contract term.

and Beverages (Discontinued) – Historically, each sale represented a single performance obligation for delivery of products. These
activities were discontinued as of June 30, 2025, and results are presented as discontinued operations.

 3.
Determine the Transaction Price

Packaging – Transaction price consists primarily of fixed consideration based on contract or list pricing.

 RaaS
– Transaction price consists of fixed monthly service fees over the 36-month initial term. Invoices are issued monthly, and payments
are generally due as services are provided.

 Contracts
do not include material variable consideration, and the Company historically has not collected consideration prior to performance. As
a result, contract liabilities (deferred revenue) are not significant.

and Beverages (Discontinued) – Transaction price included fixed consideration plus variable consideration such as slotting fees,
promotions, and rebates.

 1.
Allocate the Transaction Price

 Contracts
generally contain only a single performance obligation (product delivery for Packaging, or continuous service provision (monthly) for
RaaS). Accordingly, the entire transaction price is allocated to that performance obligation.

 5.
Recognize Revenue When (or As) Performance Obligations Are Satisfied

Packaging – Revenue is recognized at a point in time, when control of the goods transfers to the customer (generally upon shipment
or delivery).

 RaaS
– Revenue is recognized over time, ratably each month, as customers simultaneously receive and consume the benefits of the continuous
service.

and Beverages (Discontinued) – Revenue was historically recognized at a point in time upon shipment or delivery.

vs. Agent Considerations

 In
accordance with ASC 606-10-55-36 through 55-40, the Company evaluated whether it acts as principal or agent in each of its revenue streams.
The assessment considers whether the Company (i) obtains control of goods or services before transfer to the customer, (ii) has discretion
in establishing pricing, (iii) is primarily responsible for fulfillment, and (iv) is exposed to inventory or service-level risks.

 Based
on this analysis, the Company reached the following conclusions:

 1.
Foodservice Packaging Distribution

 The
Company acts as a principal in foodservice packaging sales.

 The
 Company designs, sources, and controls products prior to transfer.

 The
 Company has discretion in pricing.

 The
 Company is responsible for fulfillment, including warehousing and logistics.

 The
 Company bears inventory risk prior to transfer.

is recognized on a gross basis for foodservice packaging sales.

 2.
Robotics-as-a-Service (RaaS)

 The
Company acts as a principal in RaaS arrangements.

 The
 Company provides customers with continuous access to robotic equipment and related services.

 The
 Company controls the equipment and services before and during the transfer period.

 The
 Company has discretion over pricing and contract terms.

 The
 Company is responsible for providing and maintaining the service throughout the contract term.

is recognized on a gross basis for RaaS service contracts.

 3.
Snacks and Beverages (Discontinued Operations)

 Prior
to discontinuation, the Company acted as a principal in snack and beverage sales.

 The
 Company controlled inventory prior to transfer.

 The
 Company set pricing at its discretion.

 The
 Company was responsible for fulfillment of its performance obligations.

 The
 Company bore inventory risk until sale.

was recognized on a gross basis for snack and beverage sales, prior to classification as discontinued operations.

 Stock-Based

 The
Company accounts for stock-based compensation in accordance with ASC 718, "Compensation – Stock Compensation," using
the fair value-based method. Under this guidance, compensation cost is measured at the grant date based on the fair value of the award
and is recognized over the requisite service period, typically the vesting period.

 ASC
718 establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. It also
applies to transactions where an entity incurs liabilities based on the fair value of its equity instruments or liabilities that may
be settled using equity instruments.

 The
Company applies the fair value method for equity instruments granted to both employees and non-employees, aligning non-employee share-based
payment accounting with that of employees. The fair value of stock-based compensation is determined as of the grant date or the measurement
date (i.e., when the performance obligation is completed) and is recognized over the vesting period.

 The
Company determines the fair value of stock options using the Black-Scholes option pricing model, considering the following key assumptions:

 Exercise
 price – The agreed-upon price at which the option can be exercised.

 dividends – The anticipated dividend yield over the expected life of the option.

 volatility – Based on historical stock price fluctuations.

 Risk-free
 interest rate – Derived from U.S. Treasury securities with similar maturities.

 life of the option – Estimated based on historical exercise patterns and contractual
 terms.

 Additionally,
the Company follows the guidance under ASU 2016-09, which introduced amendments to simplify certain accounting aspects of share-based
compensation, including:

 The
 treatment of tax benefits and tax deficiencies in income tax reporting.

 The
 option to recognize forfeitures as they occur rather than estimating them upfront.

 Cash
 flow classification for certain tax-related transactions.

 The
Company continues to evaluate and apply the latest Accounting Standards Updates (ASUs) and interpretive releases related to stock-based
compensation to ensure compliance with evolving financial reporting requirements.

Parties

 The
Company defines related parties in accordance with ASC 850, "Related Party Disclosures," and SEC Regulation S-X, Rule 4-08(k).
Related parties include entities and individuals that, directly or indirectly, through one or more intermediaries, control, are controlled
by, or are under common control with the Company.

parties include, but are not limited to:

 owners of the Company.

 Members
 of management (including directors, executive officers, and key employees).

 Immediate
 family members of principal owners and members of management.

 affiliated with principal owners or management through direct or indirect ownership.

 with which the Company has significant transactions, where one party has the ability to exercise
 control or significant influence over the management or operating policies of the other.

 A
party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company
in a manner that could prevent either party from fully pursuing its own separate economic interests.

 The
Company discloses all material related party transactions, including:

 The
 nature of the relationship between the parties.

 A
 description of the transaction(s), including terms and amounts involved.

 Any
 amounts due to or from related parties as of the reporting date.

 Any
 other elements necessary for a clear understanding of the transactions' effects on
 the financial statements.

 Disclosures
are made in accordance with ASC 850-10-50-1 through 50-6 and SEC Regulation S-X, Rule 4-08(k), which requires registrants to disclose
material related party transactions and their effects on the financial position and results of operations.

 See
 Note 4 for accrued liabilities – related parties.

 Recent
Accounting Standards

 Adopted
Accounting Standards

 ASU
2023-07 — Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

 In
November 2023, the FASB issued ASU 2023-07 to improve disclosures related to reportable segments. The standard requires:

 Enhanced
 disclosure of significant segment expenses regularly reviewed by the Chief Operating Decision
 Maker (CODM), even if those expenses are not allocated in segment profit or loss.

 More
 detailed descriptions of how segment profit or loss is measured, and how reported measures
 align with internal management reporting.

 The
Company adopted ASU 2023-07 on July 1, 2024. The adoption did not have a material impact on the Company's consolidated financial
statements.

 ASU
2023-09 — Income Taxes (Topic 740): Improvements to Income Tax Disclosures

Issued in December 2023, ASU 2023-09 enhances income tax disclosures by:

 Requiring
 standardized disaggregation of the effective tax rate reconciliation into prescribed categories.

 Mandating
 jurisdictional disclosure of income taxes paid, broken out by federal, state, and significant
 foreign jurisdictions.

 Expanding
 narrative explanations for reconciling items and effective tax rate fluctuations.

 The
Company adopted ASU 2023-09 on July 1, 2024. The adoption did not have a material impact on the Company's consolidated financial
statements.

 Adopted
Accounting Standards (Not Yet Adopted)

 ASU
2024-03 — Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, which requires greater disaggregation of certain income statement expense categories,
including:

 purchases

 Employee
 compensation

 and amortization

 Selling
 expenses, including a definition of what is included in that category

 The
standard is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027.
Early adoption is permitted.

 The
Company is currently assessing the impact of ASU 2024-03 on its financial statement presentation and footnote disclosures. The standard
is not expected to have a material effect on the Company's financial condition, results of operations, or cash flows.

 ASU 2025-05 — Financial Instruments—Credit
Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets

 In July 2025, the FASB issued ASU 2025-05, which
provides (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election
when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted
for under Topic 606, Revenue from Contracts with Customers.

 The practical expedient allows an entity to assume
that, when estimating expected credit losses, current conditions as of the balance sheet date remain unchanged for the remaining life
of the asset. The accounting policy election permits nonpublic entities that elect the practical expedient to also consider collection
activity occurring after the balance sheet date when estimating expected credit losses.

 The standard is effective for fiscal years beginning
after December 15, 2025, and for interim periods within those annual reporting periods. Early adoption is permitted.

 Accordingly, the Company will adopt ASU 2025-05 for
its fiscal year beginning July 1, 2026.

 The Company has evaluated ASU 2025-05 and does not
expect the standard to have a material impact on its financial condition, results of operations, or cash flows.

 Other
Accounting Standards Updates

 The
FASB has issued other technical corrections and narrow-scope amendments across various accounting topics. These updates are not expected
to have a material impact on the Company's consolidated financial statements.

 Reclassifications

amounts in the prior year's financial statements have been reclassified to conform to the current year presentation. These reclassifications
had no impact on the Company's consolidated results of operations, stockholders' deficit, or cash flows.

 As
a result of the classification of the Company's Snacks and Beverages segment as discontinued operations, prior-period amounts in
the consolidated statements of operations and related disclosures have been reclassified to conform to the current-year presentation.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risks.

 Disclosure
in response to this Item is not required for a smaller reporting company.

 Item
8. Financial Statements and Supplementary Data.

 Our
consolidated financial statements, the notes thereto, and the report thereon, appear commencing on page F-1 of this Annual Report on
Form 10-K, which consolidated financial statements, notes, and report are incorporated herein by reference.

 DBA

 Page(s)

 Report of Independent Registered Public Accounting Firm

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Deficit

 - F-6

 Statements of Cash Flows

 Notes
 to Consolidated Financial Statements

 - F-57

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Shareholders of Nightfood Holdings, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Nightfood Holdings, Inc. ("the Company") as of June 30, 2025
and 2024, and the related consolidated statements of operations, changes in stockholders' deficit, and cash flows for each of the
years in the two-year period ended June 30, 2025, 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 2024 and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2025, in conformity
with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has an accumulated deficit, limited available cash resources and does not believe cash on
hand will be sufficient to fund operations and growth. These factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

 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 matters communicated below are matters arising from the current period audit of the financial statements that were 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 our especially challenging, subjective, or complex judgments. The communication of critical audit matters
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
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 F- 1

Combinations – Refer to Note 9 to the financial statements.

 Critical
Audit Matter Description

 As
discussed in Note 9, on March 31, 2025, the Company entered into share exchange agreements whereby the Company agreed to acquire SWC
Group, Inc. ("SWC") and Skytech Automated Solutions, Inc. ("Skytech") through a share exchange and SWC and Skytech
became wholly-owned subsidiaries. We identified the evaluation of these business combinations as a critical audit matter. The recognition
and measurement of business combinations require management to exercise significant judgment in:

 Determining
 whether the transactions meet the definition of a business combination under ASC 805, Business Combinations;

 Selecting
 and applying appropriate valuation methodologies to estimate the acquisition-date fair value of consideration transferred and the
 fair value of assets acquired and liabilities assumed, including intangible assets and contingent consideration;

 How
the Critical Audit Matter Was Addressed in the Audit

 Our
audit procedures related to evaluating the business combinations included, among others, the following:

 We
 obtained and read the executed share exchange agreements.

 We
 evaluated whether the acquisitions met the definition of a business combination under ASC 805, including the identified accounting
 acquirer, acquiree, and acquisition date.

 We
 inspected supporting documents for equity instruments issued and reconciled them to the Company's stock records.

 We
 tested the valuation and recognition of consideration paid, including assessing the reasonableness of valuation techniques and related
 inputs on the acquisition date.

 We
 assessed the recognition of identifiable intangible assets, goodwill, and liabilities assumed pursuant to ASC 805.

 We
 evaluated the adequacy and completeness of the Company's financial statement disclosures regarding the business combinations.

 Fruci
 & Associates II, PLLC – PCAOB ID #0 5525

 We
 have served as the Company's auditor since 2024.

 Spokane,
 Washington

 13, 2025

 F- 2

 DBA

Balance Sheets

 June

 June

 Cash

 $
 350,231

 $
 137,660

 Accounts receivable - net

 46,215

 -

 319,491

 -

 Prepaids
 and other

 61,529

 72,577

 Assets of discontinued

 -

 93,363

 Total Current

 777,466

 303,600

 Advances

 -

 441,479

 and equipment - net

 240,824

 -

 4,504,177

 Intangible
 assets - net

 1,802,067

 -

 Total

 $

 $
 1,642,621

 and Stockholders' Deficit

 Accounts payable and accrued

 $
 3,156,258

 $
 367,145

 Accounts payable and accrued
 expenses - related parties

 322,900

 295,510

 Deferred revenue

 557,725

 512,696

 Accounts payable
 and accrued expenses

 322,900

 295,510

 Convertible notes payable
 - net

 4,271,103

 3,442,987

 Derivative liabilities

 -

 Notes
 payable - net

 1,576,250

 -

 Liabilities of discontinued

 479,005

 457,610

 Total Current

 11,466,233

 5,075,948

 Long Term

 Convertible notes payable
 - net

 467,390

 -

 Notes
 payable - net

 14,024

 -

 Total Long
 Term Liabilities

 481,414

 -

 Total

 11,947,647

 5,075,948

 Commitments
 and Contingencies

 -

 -

 Temporary Equity

 Seres B, Convertible Preferred
 stock - $ 0.001 par value; 5,000 shares designated 1,950 issued and outstanding, respectively

 5,065,421

 5,053,855

 Seres C, Convertible Preferred
 stock - $ 0.001 par value; 500,000 shares designated 145,966 and 13,333 issued and outstanding, respectively

 7,415,730

 Seres D, Convertible Preferred
 stock - $ 0.001 par value; 100,000 shares designated 3,334 and 1,667 issued and outstanding, respectively

 227,910

 Total Temporary Equity

 12,709,061

 6,036,518

 Preferred stock - $ 0.001 par value; 1,000,000 shares authorized

 -

 -

 Seres A Preferred stock -
 $ 0.001 par value; 1,000 shares designated 1,000 issued and outstanding, respectively

 Preferred stock
, value

 Common stock - $ 0.001 par value, 200,000,000 shares authorized 136,961,021 and 128,907,407 shares outstanding, respectively

 136,961

 128,907

 Additional paid-in capital

 29,284,708

 29,027,647

 deficit

 ( 46,753,844
)

 ( 38,626,400
)

 Total
 Stockholders' Deficit

 ( 17,332,174
)

 ( 9,469,845
)

 Total
 Liabilities, Temporary Equity and Stockholders' Deficit

 $

 $
 1,642,621

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 3

 DBA

Statements of Operations

 2025

 2024

 For
 the Year Ended June 30,

 2025

 2024

 - net

 $

 $
 -

 Costs and

 Cost of sales

 412,503

 -

 Impairment of goodwill

 -

 Depreciation and amortization

 -

 General
 and administrative expenses

 3,673,760

 Total costs
 and expenses

 5,029,357

 Loss from

 ( 4,547,072
)

 ( 712,052
)

 Other income
 (expense)

 Interest income

 75,119

 17,599

 Other income

 9,810

 -

 Loss on debt extinguishment

 ( 113,955
)

 ( 111,730
)

 Derivative expense

 ( 653,792
)

 -

 Interest expense (including
 amortization of debt discount)

 ( 1,526,067
)

 ( 2,147,279
)

 Change in fair value of derivative
 liabilities

 ( 190,102
)

 -

 Loss on settlement of pre-existing

 ( 1,490,803
)

 -

 Gain
 on debt extinguishment - derivative liabilities

 500,678

 -

 Total
 other income (expense) - net

 ( 3,389,112
)

 ( 2,241,410
)

 Net loss from continuing

 ( 7,936,184
)

 ( 2,953,462
)

 Net
 loss from discontinued operations

 ( 179,694
)

 ( 282,044
)

 before provision for income taxes

)

)

 Provision for income taxes

 -

 -

 $
)

 $
)

 Deemed
 dividend on Series B Preferred Stock

 ( 11,566
)

 ( 84,106
)

 Net
 loss available to common stockholders

 $
 ( 8,127,444
)

 $
 ( 3,319,612
)

 Loss
 per share - basic and diluted - continuing operations

 $
 ( 0.06
)

 $
)

 Loss
 per share - basic and diluted - discontinued operations

 $
 ( 0.00
)

 $
 ( 0.00
)

 Loss
 per share - basic and diluted

 $
 ( 0.06
)

 $
)

 Weighted
 average number of shares - basic and diluted

 130,384,336

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 4

 DBA

Statement of Changes in Stockholders' Deficit

 For
the Year Ended June 30, 2025

 Stock - Classified as Temporary Equity

 B - Convertible

 C - Convertible

 D - Convertible

 Additional

 Total

 A

 Additional

 Total

 Stock

 Stock

 Stock

 Paid-in

 Temporary

 Preferred Stock

 Stock

 Paid-in

 June

 1,950

 $

 13,333

 $

 1,667

 $

 $
 6,036,501

 $
 6,036,518

 1,000

 $

 128,907,407

 $
 128,907

 $
 29,027,647

 $
 ( 38,626,400
)

 $
 ( 9,469,845
)

 stock issued for services

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 C - convertible preferred stock issued for services

 -

 -

 2,000

 -

 -

 97,198

 97,200

 -

 -

 -

 -

 -

 -

 -

 Loss
 on debt extinguishment

 -

 -

 -

 -

 1,667

 113,954

 -

 -

 -

 -

 -

 -

 -

 Deemed
 dividend - Series B convertible preferred stock - warrant dilution adjustment

 -

 -

 -

 -

 -

 -

 11,566

 11,566

 -

 -

 -

 -

 -

 ( 11,566
)

 ( 11,566
)

 of SWC

 -

 -

 83,333

 -

 -

 4,399,899

 4,399,982

 -

 -

 -

 -

 -

 -

 -

 of Skytech

 -

 -

 10,000

 -

 -

 527,990

 528,000

 -

 -

 -

 -

 -

 -

 -

 Vesting
 of Series C - convertible preferred stock - issued as compensation

 -

 -

 37,300

 -

 -

 1,521,802

 1,521,840

 -

 -

 -

 -

 -

 -

 -

 stock issued in connection with conversion of convertible notes payable

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 8,003,614

 8,004

 256,116

 -

 264,120

 Net
 loss

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 June

 1,950

 $

 145,966

 $

 3,334

 $

 $
 12,708,910

 $
 12,709,061

 1,000

 $

 136,961,021

 $
 136,961

 $
 29,284,708

 $
 ( 46,753,844
)

 $
 ( 17,332,174
)

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 5

 DBA

Statement of Changes in Stockholders' Deficit

 For
the Year Ended June 30, 2024

 Stock - Classified as Temporary Equity

 B - Convertible

 C - Convertible

 D - Convertible

 Additional

 Total

 A

 Additional
 Paid-in

 Total

 Stock

 Stock

 Stock

 Paid-in

 Temporary

 Preferred Stock

 Stock

 (Restated)

 (Restated)

 (Restated)

 June 30, 2023

 1,950

 $

 -

 $
 -

 -

 $
 -

 $
 4,969,747

 $
 4,969,749

 1,000

 $

 123,587,968

 $
 123,588

 $
 28,143,188

 $
 ( 35,306,788
)

 $
 ( 7,040,011
)

 Beginning balance

 1,950

 $

 -

 $
 -

 -

 $
 -

 $
 4,969,747

 $
 4,969,749

 1,000

 $

 123,587,968

 $
 123,588

 $
 28,143,188

 $
 ( 35,306,788
)

 $
 ( 7,040,011
)

 Common stock issued as financing costs

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 3,333,333

 3,333

 46,667

 -

 Shares issued in connection with debt conversion

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 1,000,000

 1,000

 15,400

 -

 16,400

 Shares issued as consulting fee

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 300,000

 7,500

 -

 7,800

 Warrants issued as consulting fee

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 84,230

 -

 84,230

 Warrants issued as financing cost

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 721,470

 -

 721,470

 Warrants issued associated with promissory notes

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 9,878

 -

 9,878

 Deemed dividend associated with preferred B stock dilutive warrant adjustments

 -

 -

 -

 -

 -

 -

 84,106

 84,106

 -

 -

 -

 -

 -

 ( 84,106
)

 ( 84,106
)

 Shares issued for acquisition

 -

 -

 13,333

 -

 -

 868,695

 -

 -

 -

 -

 -

 -

 -

 Shares issued for amended convertible note

 -

 -

 -

 -

 1,667

 113,953

 -

 -

 -

 -

 -

 -

 -

 Warrants exercise, cashless

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 686,106

 ( 686
)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 1,950

 $

 13,333

 $

 1,667

 $

 $
 6,036,501

 $
 6,036,518

 1,000

 $

 128,907,407

 $
 128,907

 $
 29,027,647

 $
 ( 38,626,400
)

 $
 ( 9,469,845
)

 Ending balance

 1,950

 $

 13,333

 $

 1,667

 $

 $
 6,036,501

 $
 6,036,518

 1,000

 $

 128,907,407

 $
 128,907

 $
 29,027,647

 $
 ( 38,626,400
)

 $
 ( 9,469,845
)

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 6

 DBA

Statements of Cash Flows

 2025

 2024

 For
 the Year Ended June 30,

 2025

 2024

 activities

 $
)

 $
)

 Less: net loss - discontinued

 ( 179,694
)

 ( 282,044
)

 Net loss - continuing operations

 ( 7,936,184
)

 ( 2,953,462
)

 Adjustments to reconcile net
 loss to net cash used in operating activities

 Non-cash
 financing cost under contingent liability

 -

 278,200

 Interest
 income under acquisition note

 -

 ( 17,599
)

 issued for services

 -

 84,230

 issued for financing cost

 -

 721,470

 and amortization

 -

 Impairment of inventory

 -

 4,803

 Loss on
 debt extinguishment

 111,730

 Loss on
 settlement of pre-existing assets

 1,490,803

 -

 expense

 653,792

 -

 in fair value of derivative liabilities

 190,102

 -

 Gain on
 debt extinguishment - derivative liabilities

 ( 500,678
)

 -

 of debt discount

 332,021

 638,194

 Bad debt
 expense

 201,859

 2,054

 Stock
 issued for services

 98,195

 7,800

 Stock
 issued for financing costs

 -

 Vesting
 of Series C - preferred stock - issued as compensation

 1,521,840

 -

 Interest
 expense incurred in connection with increase in debt principal

 73,750

 -

 Impairment of goodwill

 -

 in operating assets and liabilities

 (Increase)
 decrease in

 ( 66,141
)

 ( 2,054
)

 ( 67,288
)

 11,549

 Prepaids
 and other

 123,983

 ( 104,134
)

 (decrease) in

 payable and accrued expenses

 1,495,231

 839,797

 payable and accrued expenses - related party

 ( 282,910
)

 153,300

 Deferred revenues

 45,029

 ( 392,902
)

 Net
 cash used in operating activities - continuing operations

 ( 1,569,547

)

 ( 567,024

)

 Net
 cash used in operating activities - discontinued operations

 ( 64,936
)

 ( 142,966
)

 Net
 cash used in operating activities

 ( 1,634,483
)

 ( 709,990
)

 Investing
 activities

 Cash and debt acquired in
 acquisitions

 28,340

 -

 Acquisition of property and
 equipment

 ( 200,851
)

 -

 Advances to future targets
 - including interest receivable

 ( 429,607
)

 ( 149,990
)

 costs secured by debt

 -

 ( 297,880
)

 Net
 cash used in investing activities

 ( 602,118
)

 ( 447,870
)

 Financing
 activities

 Proceeds from notes payable

 1,547,000

 Repayments on notes payable

 ( 23,988
)

 -

 Proceeds from convertible
 notes payable

 959,650

 -

 on convertible notes payable

 ( 33,490
)

 -

 Net
 cash provided by financing activities

 2,449,172

 Net increase
 in cash

 212,571

 94,945

 Cash
 - beginning of year

 137,660

 53,349

 Cash
 - end of year

 $
 350,231

 $
 148,294

 Supplemental
 disclosure of cash flow information

 Cash
 paid for interest

 $
 32,802

 $
 -

 Cash
 paid for income tax

 $
 -

 $
 -

 Supplemental
 disclosure of non-cash investing and financing activities

 Deemed
 dividend associated with Series B, convertible preferred stock - dilutive warrant adjustments

 $
 11,566

 $
 69,181

 Issuance
 of Series C - convertible preferred stock in connection with acquisition of SWC

 $
 4,399,982

 $
 -

 Issuance
 of Series C - convertible preferred stock in connection with acquisition of Skytech

 $
 528,000

 $
 -

 Net
 equity of SWC acquired

 $
 1,142,145

 $
 -

 Net
 equity of Skytech acquired

 $
 262,150

 $
 -

 Debt
 discount in connection with the issuance of convertible notes payable

 $
 904,126

 $
 171,711

 stock issued in connection with conversion of convertible notes payable

 $
 264,120

 $
 -

 stock issued in connection with conversion of preferred stock

 $
 -

 $

 A, preferred stock issued in connection with acquisition of FHVH

 $
 -

 $
 435,729

 C, convertible preferred stock issued in connection with acquisition of FHVH

 $
 -

 $

 D, convertible preferred stock issued in connection with conversion of debt

 $
 -

 $

 in debt principal

 $
 -

 $
 14,375

 stock issued to settle accounts payable and accrued expenses

 $
 -

 $
 33,000

 of debt in acquisition

 $
 -

 $
 126,000

 T he
accompanying notes are an integral part of these consolidated financial statements

 F- 7

 DBA

 NOTES

 JUNE

 Note
1 - Organization and Nature of Operations

 Organization
and Nature of Operations

Holdings, Inc. and its subsidiaries ("Nightfood", "NGTF", "we," "our," or the "Company")
operate as a food service and hospitality technology and asset acquisition company. The Company's activities are focused on the
integration of AI-powered service robotics and future ownership and operation of hospitality-related real estate.

 The
Company's operations are or will be organized into three (3) principal business segments:

 1.
 Packaging:

 Through
its wholly owned subsidiary SWC Group, Inc. (d/b/a CarryOutSupplies.com), the Company operates as a business-to-business ("B2B")
enterprise focused on the wholesale distribution of disposable foodservice packaging products.

 Product
offerings include printed paper cups, plastic cups, food containers, bags, and related consumables for restaurants, caf s, and
other foodservice establishments. Operations are conducted primarily through the Company's e-commerce platform, www.carryoutsupplies.com,
which serves customers across the United States.

 Activities
include product design, sourcing from domestic and international manufacturers, quality control, warehousing, and fulfillment. Customers
are primarily small to mid-sized businesses in the hospitality and food service industries, with no material dependence on any single
customer or supplier.

 This
segment began operations in connection with the acquisition on March 31, 2025.

 2.
 (RaaS):

 Through
its subsidiaries, Skytech Automated Solutions, Inc. ("Skytech") and Future Hospitality Venture Holdings, Inc. ("FHVH"),
the Company develops and delivers automation solutions aimed at enhancing efficiency and reducing labor dependency in foodservice and
hospitality operations. These solutions focus on automating routine and repetitive tasks to improve service quality and operating margins.

 On
February 2, 2024, FHVH began using a DBA – RoboOp365.

 On
September 2, 2025, Skytech changed its name to TechForce Robotics, Inc.

Model

 The
Company offers its automation solutions under a Robotics-as-a-Service (RaaS) model, generally structured as multi-year lease and service
agreements following an initial pilot and site preparation period. Under these arrangements, customers pay a recurring monthly fee for
deployed equipment and related services. Fees may vary depending on the scale of deployment, number of units, and customer-specific requirements.
The Company recognizes revenue on a monthly basis as services are rendered.

 Equipment
and Ownership

 The
Company owns and deploys its equipment, including robotics hardware, software, and related components. All deployed units remain the
property of the Company, which is also responsible for equipment replacement and refurbishment as necessary.

 Support
and Maintenance

 The
Company provides ongoing support to ensure equipment performance, including remote technical assistance, software updates, and periodic
inspections. In the event of equipment failure, replacement units are deployed to minimize customer disruption. To date, customer support
needs have been minimal.

Costs

 Recurring
operating costs consist primarily of equipment maintenance, software servicing, and connectivity. These costs are integrated into the
overall RaaS model and managed as part of the Company's service delivery.

Status

 As
of June 30, 2025, the Company had initiated early customer deployments under this model and commenced revenue-generating activities.

 3.
 Hospitality
 Asset Ownership (Planned):

 The
Company intends to acquire, own, and operate hotel properties. These assets are expected to serve as both revenue-generating hospitality
operations and deployment sites for the Company's automation technologies, where operational efficiencies can be tested and scaled.
This segment is not yet active.

 See
Note 16 for acquisitions of hotels on August 27, 2025 and September 30, 2025.

 4.
 Snack
 and Beverages (Discontinued Operations):

 The
Company previously operated a small legacy business related to the sale of snacks and beverages. These activities have since been discontinued
and will not contribute to future revenues. Accordingly, revenues from this line are presented within discontinued operations and excluded
from the Company's disclosure of continuing revenue streams.

 F- 8

 DBA

 NOTES

 JUNE

Operations – Snack and Beverages Legacy Line

Decision

 Effective
June 30, 2025, the Company's management elected to discontinue its nominal operations related to the legacy sale of snacks and
beverages. This decision was made as part of a broader strategic reassessment of the Company's business lines and a reaffirmation
of management's focus on its core revenue-generating operations. The Chief Operating Decision Maker ("CODM," our Chief
Executive Officer) had periodically evaluated the financial contribution of this line and determined that its continued operation was
not aligned with the Company's long-term strategic objectives.

Operations Assessment (ASC 205-20)

 The
Company evaluated whether the discontinuation of its Snack and Beverages legacy business meets the criteria for classification as a discontinued
operation. ASU 2014-08 provides that a discontinued operation must represent a strategic shift that has (or will have) a major effect
on an entity's operations and financial results.

 Although
the Snack and Beverages line generated only a quantitatively immaterial contribution to consolidated revenues and assets, management
determined that the exit nonetheless represents a strategic shift under ASC 205-20 for the following reasons:

 Qualitative
 Materiality: As referenced in SEC Staff Accounting Bulletin (SAB) Topic 1.M, Materiality,
 the evaluation of materiality requires consideration of both quantitative and qualitative
 factors. While the revenues and assets associated with the discontinued business are not
 significant in magnitude, the discontinuation is qualitatively material because it marks
 the complete exit from a non-core, consumer-oriented business activity that differs fundamentally
 from the Company's current focus on technology-driven operations.

 Strategic
 Realignment: The Snack and Beverages activity was a legacy line of business, not aligned
 with the Company's current and expected future strategy. Its discontinuation evidences
 management's focus on refining the Company's business model around its primary
 service offerings.

 Distinct
 Nature of Operations: The product-based consumer business model of the Snack and Beverages
 activity was markedly different from the service-oriented and technology-enabled activities
 that form the basis of the Company's continuing operations. Discontinuation therefore
 represents a qualitative shift in the scope and nature of the Company's operations.

 ASC
 205-20 Criteria: While the quantitative impact does not by itself meet the "major effect"
 threshold, the qualitative considerations described above support classification as a discontinued
 operation consistent with the intent of ASC 205-20 and ASU 2014-08.

 Accordingly,
the Company has concluded that the discontinuation of its Snack and Beverages legacy business qualifies for presentation as a discontinued
operation in the consolidated financial statements. The results of this activity will therefore be presented separately from continuing
operations in the accompanying financial statements, with prior-period amounts reclassified for comparability.

 Segment
Reporting (ASC 280) Considerations

 The
Snack and Beverages activity was never managed or evaluated as a separate operating segment by the CODM, as the Company has historically
operated and reported as a single segment. Accordingly, it was not disclosed as a reportable segment.

 However,
in connection with the discontinuation, management determined that this activity, while not separately reportable, represents a strategic
shift away from a legacy business that is qualitatively distinct from the Company's continuing operations.

 In
light of this discontinuation and the adoption of ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,
effective July 1, 2024, the Company has reviewed its segment disclosures and determined:

 Expense Disclosures: The Snack and Beverages activity did not generate significant expenses
 regularly reviewed by the CODM. Therefore, no incremental expense disclosures are required
 under the new guidance.

 Other
 Disclosures: The Company will continue to present the historical results of this activity
 as discontinued operations, separate from continuing operations, and will provide appropriate
 narrative disclosures to describe the composition of "Other" activities, consistent
 with the requirements of ASC 280 and ASU 2023-07.

and Financial Statement Impact

 Because
the activity is being abandoned rather than sold, it does not qualify as "held for sale". However, the Company has concluded
that the discontinuation represents a discontinued operation and will present the historical results of the Snack and Beverages line
separately from continuing operations in the consolidated financial statements.

 The
Company does not anticipate recognizing any material exit costs, impairment losses, or restructuring charges associated with the discontinuation.
Any remaining minor assets or liabilities will be derecognized in accordance with applicable accounting guidance.

Business Operations

 The
Snack and Beverages activity had no dedicated workforce, significant customer base, or ongoing contractual commitments. Its discontinuation
will not result in employee layoffs, customer transitions, or contract terminations. The exit reflects management's strategic decision
to eliminate a non-core, consumer product line and to reinforce focus on the Company's core operations, which generate the substantial
majority of revenues and are expected to drive sustainable long-term growth.

 See
Note 14 for summary of the Company's discontinue operations for the years ended June 30, 2025 and 2024, respectively.

 F- 9

 DBA

 NOTES

 JUNE

 Fiscal
Year

 The
Company's fiscal year end is June 30.

 Organizational
Structure

of Organizational Structure

 Company
 Name

 Incorporation
 Date

 State
 of Incorporation

 Holdings, Inc. ("NGTF")

 22, 2022

 Nevada

 Nightfood,
 Inc. ("Nightfood")

 **

 January
 14, 2010

 New
 York

 Hospitality Ventures Holdings, Inc. ("FHVH")

 25, 2024

 Nevada

 SWC
 Group, Inc. ("SWC")

 *

 July
 19, 2004

 California

 Skytech
 Automated Solutions, Inc. ("Skytech")

 *

 6, 2023

 Delaware

 *
 Acquired
 on March 31, 2025.

 **

 operations effective June 30, 2025

 Basis
of Presentation

 The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial statements ("U.S. GAAP").

 Liquidity
and Going Concern

 As
reflected in the accompanying consolidated financial statements, for the year ended June 30, 2025, the Company had:

 Net
 loss available to common stockholders of $ 8,127,444;
 and

 Net
 cash used in operations was $ 1,634,483

 Additionally,
at June 30, 2025, the Company had:

 deficit of $ 46,753,844

 deficit of $ 17,332,174,

 Working
 capital deficit of $ 10,688,767;
 and

 Cash
 on hand of $ 350,231

 Following
its recent acquisitions of SWC and Skytech, the Company has initiated early customer deployments under its Robotics-as-a-Service ("RaaS")
model and commenced revenue-generating activities. While these deployments represent an important step toward building recurring revenue,
revenues to date are not sufficient to fund ongoing operations. Based
on current operating levels and cash usage forecasts, existing cash resources are not sufficient to fund operations for the twelve months
following the issuance of these financial statements without additional financing.

 Historically,
the Company has relied on third-party and related-party debt financing. There is no assurance that additional financing will be available
on commercially acceptable terms, or at all. Furthermore, there is no assurance that any funds raised will be sufficient to enable the
Company to complete its initiatives or achieve profitable operations.

 The
Company's future capital requirements and the adequacy of its available funds will depend on many factors, including the ability
to successfully scale both its Foodservice Packaging and RaaS businesses, expand into new markets, respond to competitive pressures,
and pursue strategic opportunities. Current capital needs reflect investments in:

 F- 10

 DBA

 NOTES

 JUNE

 Our
capital needs reflect investments in:

 Scaling
 RaaS deployments to new customers and markets;

 Maintaining
 and upgrading robotic systems in the field; and

 Supporting
 working capital and day-to-day operations

 While
the Company sees significant opportunity to grow recurring revenue through RaaS, its ability to execute on this opportunity depends on
securing additional financing. If sufficient capital is not raised, the Company may be required to slow expansion plans, reduce operating
activities, or adjust its overall strategy.

 These
factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date these
consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might result
if the Company is unable to continue as a going concern and have been prepared on a basis that assumes the Company will continue as a
going concern and realize assets and satisfy liabilities in the ordinary course of business.

strategic plans to address these matters include the following:

 Expand
 into new and existing markets, with a focus on Robotics as a Service;

 Obtain
 additional debt and/or equity financing to support working capital and growth;

 Pursuing
 collaborations with other operating businesses for strategic opportunities; and

 Selectively
 evaluating acquisitions to enhance or complement the current business model.

 Note
2 - Summary of Significant Accounting Policies

 Principles
of Consolidation

 The
consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly
owned subsidiaries. The Company consolidates entities where it has a controlling financial interest, as defined by ASC 810, "Consolidation".

 In
accordance with ASC 810-10, consolidation applies to:

 with more than 50% voting interest, unless control is not with the Company; and

 Variable
 Interest Entities (VIEs), where the Company is the primary beneficiary, possessing both (i)
 power over significant activities and (ii) the obligation to absorb losses or receive benefits.

 F- 11

 DBA

 NOTES

 JUNE

 All
intercompany transactions and balances are eliminated in consolidation. The Company continuously evaluates its investments and relationships
to assess consolidation requirements.

Combinations and Asset Acquisitions

 The
Company accounts for acquisitions in accordance with ASC 805, "Business Combinations," and applicable SEC reporting requirements
under Regulation S-X, Rule 3-05 and Regulation S-K, Items 101 and 303. Transactions qualifying as business combinations are accounted
for under the acquisition method, while those classified as asset acquisitions follow the guidance in ASC 805-50. Additionally, the Company
evaluates whether a transaction qualifies as a reverse acquisition under ASC 805-40 and applies the appropriate accounting and disclosure
requirements.

Combinations

 For
transactions classified as business combinations, the Company:

 Recognizes
 and measures identifiable assets acquired, liabilities assumed, and noncontrolling interests
 at their fair values at the acquisition.

 goodwill as the excess of the fair value of consideration transferred over the fair value
 of net assets acquired, including any previously held equity interests.

 Expenses
 acquisition-related costs as incurred.

 Uses
 preliminary purchase price allocations, with adjustments permitted within the measurement
 period (not exceeding one year). Adjustments beyond the measurement period are recorded in
 earnings.

judgments in fair value determinations include:

 Intangible
 asset valuations, based on estimates of future cash flows and discount rates.

 Useful
 life assessments, impacting amortization and financial results.

 Contingent
 consideration, which is remeasured at fair value through earnings.

 For
SEC registrants, Regulation S-X, Rule 3-05 may require audited financial statements of the acquired business if the acquisition is significant.
The determination of significance follows Rule 1-02(w) of Regulation S-X, which considers investment, asset, and income tests.

 F- 12

 DBA

 NOTES

 JUNE

 Asset
Acquisitions

 For
transactions classified as asset acquisitions under ASC 805-50, the Company:

 Applies
 the "screen test" to determine whether substantially all of the fair value of
 gross assets acquired is concentrated in a single identifiable asset or group of similar
 assets.

 Allocates
 the purchase price using a cost accumulation model, assigning costs to acquired assets based
 on their relative fair values.

 Capitalizes
 direct acquisition costs as part of the asset's cost, unlike business combinations
 where such costs are expensed.

 The
classification between business combinations and asset acquisitions requires significant judgment, particularly when applying the screen
test. Incorrect classification can materially impact:

 The
 recognition of goodwill (only in business combinations).

 The
 measurement and presentation of acquired assets and assumed liabilities.

 The
 Company's financial position and results of operations.

 Regulatory
and Financial Reporting Considerations

 For
SEC registrants, acquisitions may trigger additional disclosure and reporting requirements:

 S-X, Rule 3-05: Requires separate financial statements of the acquired business if it meets
 significance thresholds under Rule 1-02(w).

 S-K, Item 101: Requires disclosure of the impact of material acquisitions on the Company's
 business operations.

 S-K, Item 303: Mandates discussion of the impact of acquisitions on the Company's financial
 condition and results of operations in Management's Discussion and Analysis (MD&A).

 S-X, Article 11: Requires pro forma financial statements if the acquisition is significant.

 Form
 8-K, Item 2.01: Immediate reporting requirements for material acquisitions, including reverse
 mergers.

 The
Company continuously evaluates acquisitions, to ensure proper classification and compliance with ASC 805, SEC reporting requirements,
and regulatory guidance.

and Impairment

represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Goodwill is not amortized,
but is reviewed for impairment at least annually (in the fourth quarter) or more frequently if events or changes in circumstances indicate
the carrying value of goodwill may not be recoverable.

 For
impairment testing purposes, goodwill is assigned to the reporting unit(s) expected to benefit from the synergies of the acquisition.
The Company performs either a qualitative assessment ("Step 0") to determine whether it is more likely than not that the
fair value of a reporting unit is less than its carrying value, or a quantitative assessment when required.

 If
 the qualitative assessment indicates potential impairment, the Company estimates the fair
 value of the reporting unit and compares it with its carrying amount, including goodwill.

 If
 the carrying amount exceeds fair value, an impairment charge is recognized for the difference,
 not to exceed the carrying value of goodwill.

 F- 13

 DBA

 NOTES

 JUNE

judgments in goodwill impairment testing include:

 Determining
 the appropriate reporting units.

 Forecasting
 future cash flows.

 Selecting
 appropriate discount rates and market multiples.

 Assessing
 macroeconomic factors, industry trends, and Company-specific performance.

Charges

 The
Company recorded a goodwill impairment charge of $ 897,542 for the year ended June 30, 2025, and no impairment for the year ended June 30, 2024, respectively.

 The
2025 impairment charge relates to goodwill arising from the acquisition of FHVH (recorded during the fiscal year ended June 30, 2024),
which was determined to be not recoverable based on the Company's annual impairment testing under ASC 350, Intangibles—Goodwill
and Other. The impairment was recognized after management concluded that the carrying amount of the related reporting unit exceeded its
fair value.

Segments and Expense Disclosure

 The
Company follows ASC 280, Segment Reporting, which requires public entities to report financial and descriptive information about their
reportable operating segments.

 An
operating segment is a component of a public entity that:

 Engages
 in business activities from which it may earn revenues and incur expenses;

 Has
 operating results that are regularly reviewed by the Chief Operating Decision Maker ("CODM,"
 which is our Chief Executive Officer) to make decisions about resource allocation and performance
 assessment; and

 Has
 discrete financial information available.

 Reportable
Segments

 Beginning
in fiscal year 2025, following the acquisition of SWC Group, Inc. (d/b/a CarryOutSupplies.com) and the commencement of commercial activities
under the Robotics-as-a-Service (RaaS) model, management determined that the Company operates in two reportable segments:

 1.
 Packaging Distribution

 Conducted
 through SWC Group, Inc.

 Provides
 wholesale distribution of disposable foodservice packaging products, including printed paper
 cups, plastic cups, food containers, bags, and related consumables.

 2.
 (RaaS)

 Conducted
 through Skytech Automated Solutions, Inc. and Future Hospitality Venture Holdings, Inc.

 Provides
 automation solutions to foodservice and hospitality environments through non-cancellable
 lease and service arrangements.

 The
CODM evaluates operating performance and allocates resources at the segment level.

 Accordingly,
the Company has concluded that Foodservice Packaging Distribution and RaaS represent separate reportable segments.

 See
Note 13 - Segment Information.

 F- 14

 DBA

 NOTES

 JUNE

 The
Company's legacy Snacks and Beverages activity has been discontinued. The results of this activity are presented separately from
continuing operations.

 Segment
Expense Disclosure and ASU 2023-07

 The
Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, effective January 1, 2024.
This guidance requires disclosure of significant segment expenses that are regularly provided to the CODM. The CODM reviews financial
results at the segment level for revenues and operating income but does not review disaggregated expenses below the segment operating
results.

 Accordingly,
no additional segment-level expense disclosures are presented beyond the revenue and operating results included in the Company's
segment footnote tables.

 Use
of Estimates and Assumptions

 The
preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities
at the date of the financial statements, and the recognition of revenues and expenses during the reporting period. Actual results may
differ from these estimates, and such differences could be material.

in estimates are recorded in the period in which they become known and are accounted for prospectively.

 The
Company bases its estimates on historical experience, industry trends, and other relevant factors, incorporating both quantitative and
qualitative assessments that it believes are reasonable under the circumstances.

estimates for the years ended June 30, 2025 and 2024, respectively, include:

 for doubtful accounts and other receivables

 reserves and classifications

 of goodwill and intangible assets (acquired in an acquisition)

 losses related to goodwill and intangible assets

 of loss contingencies

 of stock-based compensation

 useful lives of property and equipment

 Uncertain
 tax positions

 allowance on deferred tax assets

 Risks
and Uncertainties

 The
Company operates in a highly competitive industry that is subject to intense market dynamics, shifting consumer demand, and economic
fluctuations. The Company's operations are exposed to significant financial, operational, and strategic risks, including potential
business disruptions, supply chain constraints, and liquidity challenges.

 In
accordance with ASC 275, "Risks and Uncertainties," the Company evaluates and discloses risks that could materially affect
its financial condition, results of operations, and business outlook. Key factors contributing to variability in sales and earnings include:

 1.
 Industry
 Cyclicality – The Company's financial performance is affected by industry trends,
 seasonality, and shifts in market demand.

 2.
 Macroeconomic
 Conditions – Economic downturns, inflationary pressures, interest rate changes, and
 geopolitical risks may impact consumer purchasing behavior and the Company's revenue
 streams.

 3.
 Pricing
 Volatility – The cost and availability of raw materials, supply chain disruptions,
 and competitive pricing pressures can lead to fluctuations in gross margins and profitability.

 Given
these uncertainties, the Company faces challenges in accurately forecasting financial performance and may experience material risks affecting
liquidity, business continuity, and long-term strategic growth. The Company continuously assesses these risks and implements measures
to mitigate their potential impact.

 F- 15

 DBA

 NOTES

 JUNE

 Fair
Value of Financial Instruments

 The
Company accounts for financial instruments in accordance with Financial Accounting Standards Board (FASB) ASC 820, Fair Value Measurements,
which establishes a framework for measuring fair value and requires related disclosures. Fair value is defined as the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. The fair value measurement is based on the Company's principal market or, if none exists, the most advantageous market for
the asset or liability.

 Fair
Value Hierarchy

 ASC
820 requires the use of observable inputs whenever available and establishes a three-tier hierarchy for measuring fair value:

 Level
 1 – Quoted market prices (unadjusted) for identical assets or liabilities in active
 markets.

 Level
 2 – Observable inputs other than quoted prices in active markets, such as quoted prices
 for similar assets and liabilities or inputs that are directly or indirectly observable.

 Level
 3 – Unobservable inputs that require significant judgment, including management assumptions
 and estimates based on available market data.

 The
classification of an asset or liability within the hierarchy is based on the lowest level of input that is significant to the fair value
measurement. Level 3 valuations generally require more judgment and complexity, often involving a combination of cost, market, or income
approaches, as well as assumptions about market conditions, pricing, and other factors.

 Fair
Value Determination and Use of External Advisors

 The
Company assesses the fair value of its financial instruments and, where appropriate, may engage external valuation specialists to assist
in determining fair value. While management believes that recorded fair values are reasonable, they may not necessarily reflect net realizable
values or future fair values.

 Financial
Instruments Carried at Historical Cost

 The
Company's financial instruments—including cash, accounts receivable, accounts payable and accrued expenses (including related
party balances), and certain debt instruments—are recorded at historical cost. As of June 30, 2025 and 2024, respectively, the
carrying amounts of these instruments approximated their fair values due to their short-term maturities.

 Cash
and Cash Equivalents and Concentration of Credit Risk

 For
purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months
or less at the purchase date and money market accounts to be cash equivalents.

 At
June 30, 2025 and 2024, respectively, the Company did not have any cash equivalents.

 The
Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent
account balances exceed the amount insured by the FDIC, which is $ 250,000.

 At
June 30, 2025 and 2024, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits.

Receivable

 The
Company accounts for accounts receivable in accordance with ASC 310, Receivables. Receivables are recorded at their net realizable value,
which represents the amount management expects to collect from outstanding customer balances.

 The
Company extends credit to customers based on an evaluation of their financial condition and other factors. The Company does not require
collateral, and interest is not accrued on overdue accounts receivable.

for Credit Losses

periodically assesses the collectability of accounts receivable and establishes an allowance for doubtful accounts as needed. The allowance
is determined based on:

 A
 review of outstanding accounts,

 Historical
 collection experience, and

 economic conditions

deemed uncollectible are written off against the allowance when determined to be uncollectible.

 F- 16

 DBA

 NOTES

 JUNE

for credit losses was $ 51,962 and $ 0,
for the years ended June 30, 2025 and 2024, respectively.

 Applicability
of ASC 326 ("CECL") to Accounts Receivable

receivable consist primarily of short-term trade receivables arising from the sale of goods and services. These receivables are carried
at amortized cost and are subject to the expected credit loss model under ASC 326, Financial Instruments—Credit Losses.

 The
Company estimates expected credit losses using a provision matrix based on historical loss experience, adjusted for current economic
conditions and reasonable and supportable forecasts. Receivables with similar risk characteristics are evaluated collectively.

 The
allowance for credit losses is presented as a contra-asset to accounts receivable on the consolidated balance sheet, and changes in the
allowance are recognized in selling, general, and administrative expenses. Accounts are written off when collection efforts are exhausted
and the receivable is deemed uncollectible.

 The
following is a summary of the Company's accounts receivable at June 30, 2025 and 2024:

of Accounts Receivable

 June

 June

 Accounts receivable

 $
 98,177

 $
 -

 Less:
 allowance for credit losses

 51,962

 -

 receivable - net

 $
 46,215

 $
 -

 Bad
Debt Expense

 For
the years ended June 30, 2025 and 2024, bad debt was as follows:

of Bad Debt

 2025

 2024

 Year

 2025

 2024

 Bad debt expense

 $
 153,059

 $
 -

 Bad
debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements
of operations.

 Bad
debt expense related to the discontinued Snack and Beverages business, has been presented within discontinued operations.

 F- 17

 DBA

 NOTES

 JUNE

 The
Company accounts for inventory in accordance with ASC 330, Inventory. Inventory consists solely of snacks and related ingredients and
packaging, and is stated at the lower of cost or net realizable value ("LCNRV") using the first-in, first-out (FIFO) method.

 Continuing

 As of June 30,
2025, inventory consisted primarily of:

 Packaging Distribution: Finished goods including paper cups, plastic cups, food containers,
 bags, and related consumables.

 (RaaS): None.

evaluates inventories each reporting period to assess whether reserves are necessary for slow-moving, obsolete, or impaired items. In
performing this assessment, management considers market conditions, expected demand, aging trends, turnover rates, and estimated net
realizable value.

 Inventories
related to the Company's legacy Snacks and Beverages business are classified within assets of discontinued operations in the consolidated
balance sheets.

 For
the years ended June 30, 2025 and 2024, respectively, the Company did no t
record any provisions for inventory obsolescence or impairment.

 At
June 30, 2025 and 2024, the Company had inventory of $ 319,491 and $ 0,
respectively. Included in these amounts were $ 92,513 and $ 0 of inventory in transit, respectively.

 Concentrations

 The
Company evaluates concentrations of risk in accordance with ASC 275-10, Risks and Uncertainties. A concentration exists when a single
customer, supplier, geographic region, or other external factor accounts for a significant portion of revenues, receivables, or supply
chain activity (typically >10%).

 Disclosure
is required only when it is reasonably possible that such concentration could result in a severe near-term impact on the Company's
financial position, results of operations, or cash flows.

 As
of June 30, 2025 and 2024, the Company has evaluated its customer, supplier, and geographic exposures and determined that no such concentrations
exist that meet the threshold for disclosure.

 F- 18

 DBA

 NOTES

 JUNE

and Equipment

and equipment are recorded at cost, net of accumulated depreciation, in accordance with ASC 360, "Property, Plant, and Equipment."
Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.

 Repairs
and maintenance expenditures that do not materially extend the useful life of an asset are expensed as incurred. Significant improvements
or upgrades that increase the asset's productivity, efficiency, or useful life are capitalized.

 Upon
disposal or sale of property and equipment, the cost and related accumulated depreciation are removed from the accounts, and any resulting
gain or loss is recognized in the statement of operations.

 The
Company evaluates the carrying value of property and equipment whenever events or changes in circumstances indicate that the asset may
be impaired. If impairment indicators exist, the Company assesses recoverability based on the undiscounted future cash flows expected
from the use and disposition of the asset. If the carrying amount exceeds the estimated recoverable amount, an impairment loss is recognized.

of Long-lived Assets

 The
Company evaluates the recoverability of long-lived assets, including identifiable intangible assets, in accordance with FASB ASC 360-10-35-15,
Impairment or Disposal of Long-Lived Assets.

 An
impairment review is triggered when events or circumstances indicate that the carrying value of an asset group may not be recoverable.
Factors considered include, but are not limited to:

 changes in expected performance compared to prior forecasts,

 in asset utilization, including discontinued or modified use,

 Negative
 industry or economic trends that impact asset value, and

 Strategic
 shifts in the Company's business operations.

Assessment Process

 When
impairment indicators exist, the Company performs a recoverability test by comparing the undiscounted future cash flows expected to be
generated from the use and ultimate disposition of the asset group to its carrying amount.

 If
 the undiscounted cash flows exceed the carrying amount, no impairment is recognized.

 If
 the undiscounted cash flows are less than the carrying amount, an impairment loss is recognized,
 measured as the excess of the carrying amount over the fair value of the asset.

 F- 19

 DBA

 NOTES

 JUNE

Results

 For
the years ended June 30, 2025 and 2024, the Company did no t
record any impairment losses.

 The
Company evaluates financial instruments containing characteristics of both liabilities and equity in accordance with FASB ASC 480, Distinguishing
Liabilities from Equity, and FASB ASC 815, Derivatives and Hedging.

for Derivative Liabilities

liabilities are revalued at fair value at each reporting period, with changes in fair value recognized in the results of operations as
a gain or loss on derivative remeasurement. The Company uses a Black-Scholes option pricing model to determine the fair value of these
instruments.

and Extinguishment of Derivative Liabilities

 When
a debt instrument with an embedded conversion option (e.g., convertible debt or warrants) is converted into shares of common stock or
repaid, the Company:

 the newly issued shares at fair value;

 Derecognizes
 all related debt, derivative liabilities, and unamortized debt discounts; and

 Recognizes
 a gain or loss on debt extinguishment, if applicable.

 For
equity-based derivative liabilities (e.g., warrants) that are extinguished, any remaining liability balance is reclassified to additional
paid-in capital.

 Reclassification
of Equity Instruments to Liabilities

instruments initially classified as equity may be reclassified as liabilities if they no longer meet equity classification criteria.
In such cases, they are remeasured at fair value on the date of reclassification, with changes recognized in earnings.

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 NOTES

 JUNE

Liability Balances

 As
of June 30, 2025 and 2024, the Company had derivative liabilities of $ 1,102,992 and $ 0,

 Original
Issue Discounts and Other Debt Discounts

 The
Company accounts for original issue discounts (OID) and other debt discounts in accordance with FASB ASC 835-30, Interest—Imputation
of Interest. These discounts are recorded as a reduction of the carrying amount of the related debt and are amortized to interest expense
over the term of the debt using the effective interest method, unless the straight-line method is materially similar.

 Original
Issue Discounts (OID)

 For
certain notes issued, the Company may provide the debt holder with an original issue discount (OID), which is recorded as a debt discount,
reducing the face value of the note. The discount is amortized to interest expense over the term of the debt in the Consolidated Statements
of Operations.

 Stock
and Other Equity Issued with Debt

 The
Company may issue common stock or other equity instruments in connection with debt issuance. When stock is issued, it is recorded at
fair value and treated as a debt discount, reducing the carrying amount of the note. These discounts are amortized to interest expense
over the life of the debt.

 The
combined debt discounts, including OID and stock-related discounts, cannot exceed the face amount of the debt.

 Debt
Issuance Costs

 Debt
issuance costs, including fees paid to lenders or third parties, are capitalized as a debt discount and amortized to interest expense
over the life of the debt. These costs are presented as a direct deduction from the carrying amount of the debt liability rather than
as a separate asset.

 Right
of Use Assets and Lease Obligations

 The
Company accounts for right-of-use (ROU) assets and lease liabilities in accordance with FASB ASC 842, Leases. These amounts reflect the
present value of the Company's estimated future minimum lease payments over the lease term, including any reasonably certain renewal
options, discounted using a collateralized incremental borrowing rate.

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 NOTES

 JUNE

 The
Company classifies its leases as either operating or finance leases. The Company's leases primarily consist of operating leases,
which are included as Right-of-Use Assets and Operating Lease Liabilities on the consolidated balance sheets.

 Short-Term
Leases

 The
Company has elected the short-term lease exemption, whereby leases with a term of 12 months or less are not recorded on the balance sheet.
Instead, lease payments are expensed on a straight-line basis over the lease term.

 Lease
Term and Renewal Options

 In
determining the lease term, the Company evaluates whether renewal options are reasonably certain to be exercised. Factors considered
include:

 The
 useful life of leasehold improvements relative to the lease term,

 The
 economic performance of the business at the leased location,

 The
 comparative cost of renewal rates versus market rates, and

 The
 presence of any significant economic penalties for non-renewal.

 If
a renewal option is deemed reasonably certain to be exercised, the ROU asset and lease liability reflect those additional future lease
payments. The Company's operating leases contain renewal options with no residual value guarantees. Currently, management does
not expect to exercise any renewal options, which are therefore excluded in the measurement of lease obligations.

 Discount
Rate and Lease Liability Measurement

 Since
the implicit rate in the leases is not readily determinable, the Company applies an incremental borrowing rate that represents the rate
it would incur to borrow on a collateralized basis over a similar term and currency environment.

 Lease

 The
Company evaluates ROU assets for impairment indicators whenever events or changes in circumstances suggest the carrying amount may not
be recoverable. No impairments
of ROU assets were recognized for the years ended June 30, 2025 and 2024, respectively.

 At
June 30, 2025 and 2024, the Company did not have any long term leases requiring disclosure.

Recognition

 The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, as amended. Revenue is recognized when
control of promised goods or services transfers to customers, in an amount that reflects the consideration expected to be received.

 Revenue Streams

 The
Company currently generates revenue primarily from the following two (2) sources:

 1.
 Packaging – The wholesale distribution of disposable foodservice packaging products,
 including custom-printed and stock paper cups, plastic cups, food containers, bags, and related
 consumables, primarily through the Company's e-commerce platform.

 2.
 (RaaS) – Multi-year service arrangements for automation solutions in the foodservice
 and hospitality industries. These generate recurring monthly service revenues, supplemented
 by implementation and integration services, ongoing maintenance, and technical support.

 The
Company previously generated revenues from the sale of packaged snack and beverage products. This activity has been discontinued and
is presented separately as discontinued operations (see Note 14 – Discontinued Operations).

 To
provide further clarity on the nature, timing, and recognition of revenue, the Company's revenue streams are discussed below:

 A.
Foodservice Packaging Distribution

from the distribution of disposable foodservice packaging products is derived exclusively from business customers on a wholesale basis
through the Company's e-commerce platform and direct sales channels. Customer contracts typically contain a single performance
obligation: delivery of the ordered products. Shipping and handling activities that occur after the customer obtains control are accounted
for as fulfillment costs and not as separate performance obligations. Because sales are exclusively to registered businesses, the Company
collects and remits sales taxes where required; sales to businesses are exempt only when valid resale/exemption certificates are obtained.

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 NOTES

 JUNE

 B.
Robotics as a Service

from Robotics-as-a-Service ("RaaS") arrangements is recognized over time as services are provided under multi-year customer
service agreements, which typically follow an initial pilot and site preparation period. Contracts generally include a recurring monthly
service fee covering access to robotic equipment, automation software, monitoring, and support services. Although agreements are typically
multi-year in duration, the related performance obligation is the continuous provision of RaaS services, and revenue is recognized ratably
each month as services are delivered.

 The
Company owns and deploys all robotic equipment, including hardware, software, and related components, which remain the property of the
Company. Customers do not obtain control over the units; instead, the Company retains responsibility for operation, servicing, refurbishment,
and replacement as necessary. Management evaluated these arrangements under ASC 842 Leases and concluded they do not contain a
lease because customers do not control the use of the robotic units. Accordingly, revenue is recognized under ASC 606 Revenue from
Contracts with Customers.

arrangements may include one-time activities such as installation, integration, or training. These activities are not distinct performance
obligations and are accounted for as part of the overall service contract, with related fees recognized over the contract term. Ongoing
support includes remote technical assistance, software updates, and maintenance, all of which are included in the recurring service fee.

 The
Company generally invoices customers monthly, with payments due monthly. As a result, contract assets and contract liabilities (deferred
revenue) are not significant.

 C.
Snacks and Beverages (Discontinued Operations)

The Company previously generated revenue from the sale of snack and beverage products. This activity has been discontinued and is presented
as discontinued operations in the accompanying consolidated financial statements.

 For
periods prior to discontinuation, revenue was recognized net of slotting fees, trade promotions, discounts, and other sales incentives,
which were classified as variable consideration. Variable consideration was estimated based on historical experience, contractual terms,
and current promotional strategies. Estimates were reviewed and updated each reporting period, and revenue was recognized only to the
extent it was probable that a significant reversal would not occur.

 No
revenues or expenses from this activity are expected to contribute to the Company's future results.

 The
Company follows the five-step revenue recognition model:

 1.
Identify the Contract with a Customer

 A
contract exists when:

 The
 agreement creates enforceable rights and obligations;

 It
 has commercial substance;

 Payment
 terms are defined and consideration is determinable;

 Collection
 is probable

 Customer
credit risk is assessed at contract inception and updated periodically.

 For
Robotics-as-a-Service ("RaaS") contracts, agreements are non-cancellable for an initial 36-month term (except for breach),
and automatically renew for one-year periods unless terminated. Management accounts for renewals as new contracts.

 2.
Identify the Performance Obligations

Packaging – Each order represents a single performance obligation: shipment or delivery of the ordered
goods.

(RaaS) – Robotics-as-a-Service (RaaS) – Each contract contains a single bundled performance obligation, representing the
continuous provision of robotic equipment and related services, including installation, integration, training, maintenance, and technical
support. Installation and training are not distinct, as customers cannot benefit from the robots without integration. One-time implementation
activities, when billed, are included in the overall service obligation and recognized over the contract term.

and Beverages (Discontinued) – Historically, each sale represented a single performance obligation for delivery of products. These
activities were discontinued as of June 30, 2025, and results are presented as discontinued operations.

 3.
Determine the Transaction Price

Packaging – Transaction price consists primarily of fixed consideration
based on contract or list pricing.

 RaaS
– Transaction price consists of fixed monthly service fees over the 36-month initial term. Invoices are issued monthly, and payments
are generally due as services are provided.

 Contracts
do not include material variable consideration, and the Company historically has not collected consideration prior to performance. As
a result, contract liabilities (deferred revenue) are not significant.

and Beverages (Discontinued) – Transaction price included fixed consideration plus variable consideration such as slotting fees,
promotions, and rebates.

 F- 23

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 NOTES

 JUNE

 4.
Allocate the Transaction Price

 Contracts
generally contain only a single performance obligation (product delivery for Packaging, or continuous service provision (monthly) for
RaaS). Accordingly, the entire transaction price is allocated to that performance obligation.

 5.
Recognize Revenue When (or As) Performance Obligations Are Satisfied

Packaging – Revenue is recognized at a point in time, when control of the goods transfers to the customer (generally upon shipment
or delivery).

 RaaS
– Revenue is recognized over time, ratably each month, as customers simultaneously receive and consume the benefits of the continuous
service.

and Beverages (Discontinued) – Revenue was historically recognized at a point in time upon shipment or delivery.

vs. Agent Considerations

 In
accordance with ASC 606-10-55-36 through 55-40, the Company evaluated whether it acts as principal or agent in each of its revenue streams.
The assessment considers whether the Company (i) obtains control of goods or services before transfer to the customer, (ii) has discretion
in establishing pricing, (iii) is primarily responsible for fulfillment, and (iv) is exposed to inventory or service-level risks.

 Based
on this analysis, the Company reached the following conclusions:

 1.
Foodservice Packaging Distribution

 The
Company acts as a principal in foodservice packaging sales.

 The
 Company designs, sources, and controls products prior to transfer.

 The
 Company has discretion in pricing.

 The
 Company is responsible for fulfillment, including warehousing and logistics.

 The
 Company bears inventory risk prior to transfer.

is recognized on a gross basis for foodservice packaging sales.

 2.
Robotics-as-a-Service (RaaS)

 The
Company acts as a principal in RaaS arrangements.

 The
 Company provides customers with continuous access to robotic equipment and related services.

 The
 Company controls the equipment and services before and during the transfer period.

 The
 Company has discretion over pricing and contract terms.

 The
 Company is responsible for providing and maintaining the service throughout the contract
 term.

is recognized on a gross basis for RaaS service contracts.

 3.
Snacks and Beverages (Discontinued Operations)

 Prior
to discontinuation, the Company acted as a principal in snack and beverage sales.

 The
 Company controlled inventory prior to transfer.

 The
 Company set pricing at its discretion.

 The
 Company was responsible for fulfillment of its performance obligations.

 The
 Company bore inventory risk until sale.

was recognized on a gross basis for snack and beverage sales, prior to classification as discontinued operations.

of Compliance with ASC 606 and ASU Updates

 Stream

 Entity

 Performance
 Obligation

 Recognition
 Timing

 Type

 Packaging

 SWC

 Shipment
 to customer

 Point
 in time upon shipment

 Fixed
 price (wholesale contracts); excludes sales tax

 Robotics
 as a Service (RaaS)

 Skytech
 and FHVH

 Provision
 of robotics services over the contract term

 Over
 time on a monthly basis

 Fixed
 monthly consideration, billed in advance Non-cancellable 36-month contracts with auto renewals

 F- 24

 DBA

 NOTES

 JUNE

 Contract
Liabilities (Deferred Revenue)

 Contract
liabilities represent amounts received in advance of performance obligations being satisfied. As RaaS and other services are generally
invoiced and paid monthly as performed, deferred revenue balances are not material.

 As of June 30, 2025 and 2024, the Company had deferred revenue
of $ 557,725 and $ 512,696, respectively.

 The
following represents the Company's disaggregation of revenues for the years ended June 30, 2025 and 2024:

of Disaggregation of Revenue

 Year

 2025

 2024

 %
 of Revenues

 %
 of Revenues

 Packaging

 $
 466,633

 96.75
 %

 $
 -

 0.00
 %

 Robotics
 as a Service (RaaS)

 15,652

 3.25
 %

 -

 0.00
 %

 Total
 revenues - net

 $

 100.00
 %

 $
 -

 0.00
 %

from foodservice packaging is recognized at the point in time when control transfers to the customer, generally upon shipment.

 RaaS
revenues are recognized over time, on a straight-line basis, as services are provided (monthly) during the contract term.

under both revenue streams is substantially fixed, and the Company does not have material variable consideration.

 The
Company did not generate revenues from continuing operations during the year ended June 30, 2024.

from discontinued snack and beverage operations are presented separately in Note 14.

 Cost
of Sales

 1.
Continuing Operations – Cost of Sales

Packaging

 Cost
of sales for foodservice packaging consists of direct costs incurred to source, warehouse, and distribute packaging products. These costs
are recognized in the same period as the related revenue.

 Cost
components primarily include:

 Purchased Materials –
 Packaging products sourced from third-party manufacturers and suppliers.

 Freight and Distribution
 – Outbound shipping costs, warehouse handling, and fuel surcharges.

 Warehousing and Logistics
 – Facility, labor, and utilities associated with storage and inventory management.

(RaaS)

Cost of sales for RaaS consists of direct costs incurred to provide robotic services under multi-year service contracts. These costs
are recognized in the same period as the related revenue.

 Cost
components primarily include:

 Equipment Depreciation –
 Depreciation of robotic units deployed to customer sites.

 Installation and Training
 Costs – Initial setup, integration, and training services provided to customers.

 Maintenance and Support –
 Ongoing technical support, repair, and software updates.

 Hosting and Connectivity
 – Cloud infrastructure and communication costs to enable remote monitoring and performance of robots.

 These
costs are recognized ratably over the contract term, consistent with the recognition of RaaS revenue.

 F- 25

 DBA

 NOTES

 JUNE

 2.
Discontinued Operations – Cost of Sales

 Cost
of sales related to the Company's legacy Snacks and Beverages business is presented within discontinued operations and excluded
from the amounts above.

 Income
Taxes

 The
Company accounts for income taxes using the asset and liability method prescribed by FASB ASC 740, Income Taxes. Under this method,
deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial
reporting and tax bases of assets and liabilities. These deferred amounts are measured using enacted tax rates expected to apply in the
periods when the temporary differences are expected to reverse.

 The
effect of a change in tax law or tax rates on deferred tax balances is recognized in the period in which the change is enacted.

 All
deferred tax assets and liabilities are presented as noncurrent in the Company's consolidated balance sheet, regardless of the
classification of the related asset or liability for financial reporting purposes.

 Uncertain
Tax Positions

 The
Company evaluates uncertain tax positions, which requires that a tax position be recognized in the financial statements only if it is
more likely than not (greater than 50% likelihood) to be sustained upon examination by tax authorities.

 As
of June 30, 2025 and 2024, respectively, the Company had no uncertain tax positions that qualified for recognition or disclosure in the
financial.

 The
Company also recognizes interest and penalties related to uncertain tax positions in other expense in the consolidated statement of operations.
 No interest
and penalties were recorded for the years ended June 30, 2025 and 2024, respectively.

of Deferred Tax Assets

 The
Company's deferred tax assets include certain future tax benefits, such as net operating losses (NOLs), tax credits, and deductible
temporary differences. A valuation allowance is required if it is more likely than not that some portion, or all, of the deferred tax
assets will not be realized.

 F- 26

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 NOTES

 JUNE

 The
Company reviews the realizability of deferred tax assets on a quarterly basis, or more frequently if circumstances warrant, considering
both positive and negative.

 Factors
Considered in Valuation Allowance Assessment

 The
Company evaluates multiple factors in determining whether a valuation allowance is necessary, including:

 Historical
 earnings trends (cumulative pre-tax income or losses in the most recent three-year period)

 financial projections, including expected taxable income based on long-term estimates of
 business performance and market conditions

 Statutory
 carryforward periods for net operating losses and other deferred tax assets

 Prudent
 and feasible tax planning strategies that could impact the realization of deferred tax assets

 Nature
 and predictability of temporary differences and the timing of their reversal

 Sensitivity
 of financial forecasts to external factors such as commodity prices, market demand, and operational
 risks

 While
cumulative three-year losses are a strong indicator that a valuation allowance may be needed, a valuation allowance determination is
not solely based on past losses—all available positive and negative evidence must be considered.

Allowance Determination

 At
June 30, 2025 and 2024, respectively, the Company recorded a full valuation allowance against its deferred tax assets, resulting in a
net carrying amount of $ 0.
This determination was based on cumulative losses in recent years and the lack of sufficient positive evidence to support the realization
of deferred tax assets in the near term.

 The
Company will continue to evaluate its valuation allowance each reporting period and will recognize deferred tax assets in the future
if sufficient positive evidence emerges to support their realization.

 Advertising
Costs

 Advertising
costs are expensed as incurred, "Advertising Costs." These costs are recognized as operating expenses in the period in which
they are incurred and are classified within general and administrative expenses in the consolidated statements of operations.

 F- 27

 DBA

 NOTES

 JUNE

 Advertising
expense related to the discontinued Snack and Beverages business, has been presented within discontinued operations.

 The
Company recognized marketing and advertising costs during the years ended June 30, 2025 and 2024, respectively as follows:

of Marketing and Advertising Costs

 Year

 2025

 2024

 Total
 Sales and Marketing

 $
 20,595

 $
 18,624

 Stock-Based

 The
Company accounts for stock-based compensation in accordance with ASC 718, "Compensation – Stock Compensation," using
the fair value-based method. Under this guidance, compensation cost is measured at the grant date based on the fair value of the award
and is recognized over the requisite service period, typically the vesting period.

 ASC
718 establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. It also
applies to transactions where an entity incurs liabilities based on the fair value of its equity instruments or liabilities that may
be settled using equity instruments.

 The
Company applies the fair value method for equity instruments granted to both employees and non-employees, aligning non-employee share-based
payment accounting with that of employees. The fair value of stock-based compensation is determined as of the grant date or the measurement
date (i.e., when the performance obligation is completed) and is recognized over the vesting period.

 The
Company determines the fair value of stock options using the Black-Scholes option pricing model, considering the following key assumptions:

 Exercise
 price – The agreed-upon price at which the option can be exercised.

 dividends – The anticipated dividend yield over the expected life of the option.

 volatility – Based on historical stock price fluctuations.

 Risk-free
 interest rate – Derived from U.S. Treasury securities with similar maturities.

 life of the option – Estimated based on historical exercise patterns and contractual
 terms.

 Additionally,
the Company follows the guidance under ASU 2016-09, which introduced amendments to simplify certain accounting aspects of share-based
compensation, including:

 The
 treatment of tax benefits and tax deficiencies in income tax reporting.

 The
 option to recognize forfeitures as they occur rather than estimating them upfront.

 Cash
 flow classification for certain tax-related transactions.

 F- 28

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 NOTES

 JUNE

 The
Company continues to evaluate and apply the latest Accounting Standards Updates (ASUs) and interpretive releases related to stock-based
compensation to ensure compliance with evolving financial reporting requirements.

 Stock

 In
connection with certain financing transactions (debt or equity), consulting arrangements, or strategic partnerships, the Company may
issue warrants to purchase shares of its common stock. These standalone warrants are not puttable or mandatorily redeemable by the holder
and are classified as equity instruments in accordance with ASC 480, "Distinguishing Liabilities from Equity."

 The
fair value of warrants issued for compensation purposes is measured using the Black-Scholes option pricing model. However, if warrants
meet the definition of derivative liabilities under ASC 815, "Derivatives and Hedging," fair value is determined using a
binomial pricing model or other appropriate valuation techniques.

Treatment of Warrants

 issued in conjunction with common stock issuance are initially recorded at fair value as
 a reduction in Additional Paid-In Capital (APIC),

 issued for services are recorded at fair value and expensed over the requisite service period
 or immediately upon issuance if no service period exists; and

 classified as liabilities due to settlement features or pricing adjustments are remeasured
 at fair value each reporting period, with changes recognized in earnings.

 Basic
and Diluted Earnings (Loss) per Share and Reverse Stock Split

 The
Company computes earnings per share ("EPS") in accordance with ASC 260, "Earnings Per Share." The calculation
of basic EPS follows the two-class method and is determined by dividing net earnings available to common shareholders by the weighted
average number of common shares outstanding, including certain other shares committed to be issued.

 Basic
Earnings Per Share (EPS)

 Basic
EPS is calculated using the two-class method, and is computed as follows:

 Net
 earnings available to common shareholders represent net earnings to common shareholders,
 adjusted for the allocation of earnings to participating securities.

 Losses
 are not allocated to participating.

 The
 denominator includes common shares outstanding and certain other shares committed to be issued,
 such as restricted stock and restricted stock units ("RSUs"), for which no future
 service is required.

 F- 29

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 NOTES

 JUNE

 Diluted
Earnings Per Share (EPS)

 Diluted
EPS is calculated under both the two-class method and the treasury stock method, and the more dilutive result is reported.

 Diluted
 EPS is computed by taking the sum of:

 Net earnings available to common shareholders

 Dividends on preferred shares

 Dividends on dilutive mandatorily redeemable
 convertible preferred shares

 Divided
 by the weighted average number of common shares outstanding and certain other shares committed to be issued, plus
 all dilutive common stock equivalents during the period, such as:

 Stock
 options

 preferred stock

 debt

 shares and unvested share-based payment awards that contain nonforfeitable rights to dividends
 or dividend equivalents (whether paid or unpaid) qualify as participating securities under
 the two-class method.

 Net
Loss Per Share Considerations

 In
computing net loss per share, unvested shares of common stock are excluded from the denominator.

 Participating
Securities & Share-Based Compensation

 Restricted
stock and RSUs granted as part of share-based compensation contain nonforfeitable rights to dividends and dividend equivalents, respectively.
Therefore:

 Before
 the requisite service is rendered for the right to retain the award, these instruments meet
 the definition of a participating security.

 RSUs
 granted under an executive compensation plan, however, are not considered participating securities
 because the rights to dividend equivalents are forfeitable.

 F- 30

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 NOTES

 JUNE

 The
following potentially dilutive equity securities outstanding for the years ended June 30, 2025 and 2024, were as follows:

of Dilutive Equity Securities Outstanding

 June

 June

 Convertible debt

 246,690,974

 108,932,424

 Series B, convertible preferred
 stock (5,000:1)

 9,750,000

 9,750,000

 Series C, convertible preferred
 stock (6,000:1)

 875,796,000

 79,998,000

 Series D, convertible preferred
 stock (6,000:1)

 20,004,000

 10,002,000

 191,996,343

 191,799,274

 Total
 common stock equivalents

 1,344,237,317

 400,481,698

 Warrants included as common stock equivalents represent those
that are fully vested and exercisable.

 As of June 30, 2025, the total potential common stock equivalents
(as shown above) exceeded the Company's 200,000,000 authorized common shares, resulting in an insufficiency of authorized shares
to settle all potential conversions or exercises. Because certain instruments cannot currently be settled solely in shares, they are not
entirely within the Company's control for share settlement.

 In accordance with ASC 480-10-S99-3A and ASC 815-40-25, the
Company has classified its Series B, Series C, and Series D Convertible Preferred Stock as temporary equity (mezzanine equity) in the
consolidated balance sheets.

 These instruments are not redeemable, but are presented outside
of permanent equity due to the Company's current lack of sufficient authorized shares to permit full conversion. The Company's
convertible debt remains classified as a liability, and its warrants are classified within equity, each in accordance with the relevant
accounting guidance.

 The Company intends to seek stockholder approval to amend
its Certificate of Incorporation to increase the number of authorized common shares. Upon approval and filing of the amendment with the
Nevada Secretary of State, and provided no other provisions outside the Company's control exist, the Series B, Series C, and Series
D Convertible Preferred Stock will be reclassified from temporary equity to permanent stockholders' equity.

 (See also Note 8 — Stockholders' Deficit and Note
1 — Temporary Equity for additional information.)

 Warrants included as common stock equivalents represent those that are fully vested and exercisable. See Note 8.

Parties

 The
Company defines related parties in accordance with ASC 850, "Related Party Disclosures," and SEC Regulation S-X, Rule 4-08(k).
Related parties include entities and individuals that, directly or indirectly, through one or more intermediaries, control, are controlled
by, or are under common control with the Company.

parties include, but are not limited to:

 owners of the Company.

 Members
 of management (including directors, executive officers, and key employees).

 Immediate
 family members of principal owners and members of management.

 affiliated with principal owners or management through direct or indirect ownership.

 with which the Company has significant transactions, where one party has the ability to exercise
 control or significant influence over the management or operating policies of the other.

 A
party is considered related if it has the ability to control or significantly influence the management or operating policies of the Company
in a manner that could prevent either party from fully pursuing its own separate economic interests.

 The
Company discloses all material related party transactions, including:

 The
 nature of the relationship between the parties.

 A
 description of the transaction(s), including terms and amounts involved.

 Any
 amounts due to or from related parties as of the reporting date.

 Any
 other elements necessary for a clear understanding of the transactions' effects on
 the financial statements.

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 DBA

 NOTES

 JUNE

 Disclosures
are made in accordance with ASC 850-10-50-1 through 50-6 and SEC Regulation S-X, Rule 4-08(k), which requires registrants to disclose
material related party transactions and their effects on the financial position and results of operations.

 See
 Note 4 for accrued liabilities – related parties.

 Temporary Equity

 The Company classifies certain equity instruments outside
of permanent stockholders' equity when required by applicable accounting guidance. In accordance with ASC 480-10-S99-3A and ASC
815-40-25, instruments are presented as temporary equity (mezzanine equity) if they are redeemable or if settlement in the Company's
common shares is not solely within the Company's control.

 Temporary equity generally includes convertible or equity-linked
instruments that, under certain conditions, may require cash settlement or cannot be fully settled in shares due to limitations such as
insufficient authorized stock. Instruments classified as temporary equity are remeasured or reassessed each reporting period and are reclassified
to permanent equity when the conditions requiring temporary presentation are resolved.

 (See Note 8 — Stockholders' Deficit and Note 1
— Earnings Per Share for additional information.)

 Recent
Accounting Standards

 Adopted
Accounting Standards

 ASU
2023-07 — Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

 In
November 2023, the FASB issued ASU 2023-07 to improve disclosures related to reportable segments. The standard requires:

 Enhanced
 disclosure of significant segment expenses regularly reviewed by the Chief Operating Decision
 Maker (CODM), even if those expenses are not allocated in segment profit or loss.

 More
 detailed descriptions of how segment profit or loss is measured, and how reported measures
 align with internal management reporting.

 The
Company adopted ASU 2023-07 on July 1, 2024. The adoption did not have a material impact on the Company's consolidated financial
statements.

 ASU
2023-09 — Income Taxes (Topic 740): Improvements to Income Tax Disclosures Issued in December 2023, ASU 2023-09 enhances income
tax disclosures by:

 Requiring
 standardized disaggregation of the effective tax rate reconciliation into prescribed categories.

 Mandating
 jurisdictional disclosure of income taxes paid, broken out by federal, state, and significant
 foreign jurisdictions.

 Expanding
 narrative explanations for reconciling items and effective tax rate fluctuations.

 F- 32

 DBA

 NOTES

 JUNE

 The
Company adopted ASU 2023-09 on July 1, 2024. The adoption did not have a material impact on the Company's consolidated financial
statements.

 Adopted
Accounting Standards (Not Yet Adopted)

 ASU
2024-03 — Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, which requires greater disaggregation of certain income statement expense categories,
including:

 purchases

 Employee
 compensation

 and amortization

 Selling
 expenses, including a definition of what is included in that category

 The
standard is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027.
Early adoption is permitted.

 The
Company is currently assessing the impact of ASU 2024-03 on its financial statement presentation and footnote disclosures. The standard
is not expected to have a material effect on the Company's financial condition, results of operations, or cash flows.

 ASU 2025-05 — Financial Instruments—Credit
Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets

 In July 2025, the FASB issued ASU 2025-05, which provides
(1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when
estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for
under Topic 606, Revenue from Contracts with Customers.

 The practical expedient allows an entity to assume
that, when estimating expected credit losses, current conditions as of the balance sheet date remain unchanged for the remaining life
of the asset. The accounting policy election permits nonpublic entities that elect the practical expedient to also consider collection
activity occurring after the balance sheet date when estimating expected credit losses.

 The standard is effective for fiscal years beginning
after December 15, 2025, and for interim periods within those annual reporting periods. Early adoption is permitted.

 Accordingly, the Company will adopt ASU 2025-05 for
its fiscal year beginning July 1, 2026.

 The Company has evaluated ASU 2025-05 and does not
expect the standard to have a material impact on its financial condition, results of operations, or cash flows.

 Other
Accounting Standards Updates

 The
FASB has issued other technical corrections and narrow-scope amendments across various accounting topics. These updates are not expected
to have a material impact on the Company's consolidated financial statements.

 Reclassifications

amounts in the prior year's financial statements have been reclassified to conform to the current year presentation.

 These
reclassifications had no material impact on the Company's consolidated results of operations, stockholders' deficit, or
cash flows.

 As
a result of the classification of the Company's Snacks and Beverages segment as discontinued operations, prior-period amounts in
the consolidated statements of operations and related disclosures have been reclassified to conform to the current-year presentation.

 F- 33

 DBA

 NOTES

 JUNE

 Note
3 – Property and Equipment

and equipment consisted of the following:

of Property and Equipment

 Useful

 June

 June

 Lives
 (Years)

 Office furniture

 19,392

 -

 Office computers and equipment

 36,765

 -

 Warehouse equipment

 31,340

 -

 Vehicles

 107,527

 -

 Robots/Tray Bins

 205,650

 -

 Production molds

 145,173

 -

 Total
 property and equipment, gross

 145,173

 -

 depreciation

 ( 305,023
)

 -

 Total
 property and equipment - net

 $
 240,824

 $
 -

Acquired in Business Combinations

 In
connection with the acquisitions of SWC and Skytech on March 31, 2025, the Company acquired property and equipment with an aggregate
net book value of $ 59,492 as of the acquisition date.

 The
Company measured acquired property and equipment at fair value as of the acquisition date. The fair value assigned to these assets was
determined based on a combination of market comparables and replacement cost methodologies, depending on the asset class.

 Any
difference between the fair value of the assets acquired and their respective historical net book values was recognized as part of the
purchase price allocation. The excess of the total consideration transferred over the fair value of net identifiable assets acquired,
including property and equipment, was recorded as goodwill.

and amortization expense for the years ended June 30, 2025 and 2024, was $ 19,519 and $ 0,

and amortization are included as a component of general and administrative expenses in the accompanying consolidated statements of operations.

 Note
4 – Accounts Payable and Accrued Liabilities including Related Parties

payable and accrued liabilities were as follows at June 30, 2025 and 2024, respectively:

of Accounts Payable and Accrued Liabilities

 June

 June

 Accounts payable
 and accrued liabilities

 $
 1,941,068

 $
 309,373

 Accrued
 interest payable

 1,215,190

 57,772

 Total
 accounts payable and accrued liabilities

 $
 3,156,258

 $
 367,145

 June

 June

 Accrued liabilities

 $
 95,750

 $
 238,510

 Accrued director fees

 117,150

 57,000

 Accrued
 bonuses

 110,000

 -

 Total
 accounts payable and accrued liabilities - related parties

 $
 322,900

 $
 295,510

 F- 34

 DBA

 NOTES

 JUNE

 Note
5 – Debt

 The
following represents a summary of the Company's debt (notes payable and convertible notes payable) at June 30, 2025 and 2024:

of the Company's Debt

 Issue
 Date

 Maturity
 Date

 Interest
 Rate

 Default
 Interest Rate

 Collateral

 Party

 Price

 Debt
 Type

 Loan #1

 22, 2022

 6, 2024

 All

 No

 $
 0.033

 Loan #2

 5, 2023

 5, 2024

 All

 No

 $
 0.033

 Loan #3

 28, 2023

 28, 2024

 All

 No

 $
 0.033

 Loan #4

 March
 24, 2023

 March
 24, 2024

 All

 No

 $
 0.033

 Loan #5

 April
 17, 2023

 April
 17, 2024

 All

 No

 $
 0.033

 Loan #6

 June
 1, 2023

 June
 1, 2024

 All

 No

 $
 0.033

 Loan #7

 5, 2023

 5, 2024

 All

 No

 $
 0.033

 Loan #8

 17, 2023

 17, 2024

 All

 No

 $
 0.033

 Loan #9

 December
 6, 2023

 December
 6, 2024

 All

 No

 $
 0.033

 Loan #10

 January
 24, 2024

 January
 24, 2025

 All

 No

 $
 0.033

 Loan #11

 March
 13, 2024

 March
 13, 2025

 All

 No

 $
 0.033

 Loan #12

 May
 5, 2024

 May
 5, 2025

 All

 No

 $
 0.033

 Loan #13

 24, 2024

 24, 2025

 All

 No

 $
 0.033

 Loan #14

 19, 2025

 19, 2026

 All

 No

 $
 0.033

 Loan #15

 March
 13, 2025

 March
 13, 2027

 All

 No

 $
 0.033

 Loan #16

 June
 29, 2023

 1, 2025

 16.00 %

 No

 $
 0.033

 Loan #17

 August
 28, 2023

 1, 2025

 16.00 %

 No

 $
 0.033

 Loan #18

 January
 23, 2025

 August
 31, 2025

 17.50 %

 4.5 %/month

 No

 N/A

 Notes

 Loan #19

 10, 2024

 10, 2027

 No

 35 %

 Loan #20

 No

 35 %

 Loan #21

 No

 35 %

 Loan #22

 No

 35 %

 Loan #23

 No

 35 %

 Loan #24

 No

 35 %

 Loan #25

 4, 2025

 5, 2027

 No

 35 %

 Loan #26

 10, 2021

 10, 2026

 8.99 %

 20.00 %

 Vehicle

 No

 N/A

 Notes

 Loan #27

 10, 2021

 10, 2026

 8.99 %

 20.00 %

 Vehicle

 No

 N/A

 Notes

 Loan #28

 No

 35 %

 Loan #29

 June
 15, 2018

 June
 21, 2024

 18.00 %

 No

 N/A

 Notes

 Loan #30

 No

 35 %

 Notes

 Loan #31

 No

 35 %

 Notes

 F- 35

 DBA

 NOTES

 JUNE

 The
following represents a summary of the Company's convertible notes payable at June 30, 2025 and 2024:

of Convertible Notes Payable

 June 30, 2023

 $
 1,549,366

 Face amount of debt

 1,473,888

 Non-cash increase of principal

 12,500

 Debt discount

 ( 230,961
)

 of debt discount

 638,194

 3,442,987

 Face amount of debt

 1,104,000

 Debt discount - notes payable

 ( 904,126
)

 Amortization of debt discount

 332,021

 Non-cash increase of principal

 73,750

 ( 33,490
)

 Conversion to common stock
 (principal)

 ( 36,425
)

 Debt
 acquired in acquisition of SWC

 759,776

 June 30, 2025

 $
 4,738,493

 The
following represents a detail of the Company's convertible notes payable at June 30, 2025 and 2024:

of Convertible Notes Payable Details

 Year
 Ended June 30, 2024

 June
 30, 2023

 Debt

 of

 debt

 Non-cash
 increase

 of
 debt

 June

 Loan #1

 $
 685,256

 $
 -

 $
 -

 $
 53,214

 $
 -

 $
 -

 $
 738,470

 Loan #2

 376,569

 -

 -

 242,431

 -

 -

 Loan #3

 94,058

 -

 -

 66,883

 -

 -

 Loan #4

 89,170

 -

 -

 71,771

 -

 -

 Loan #5

 86,253

 -

 -

 74,688

 -

 -

 Loan #6

 172,081

 -

 -

 27,919

 -

 -

 Loan #7

 -

 ( 9,300
)

 6,621

 -

 -

 59,321

 Loan #8

 -

 ( 9,300
)

 5,477

 -

 -

 58,177

 Loan #9

 -

 170,588

 ( 25,588
)

 13,781

 -

 -

 158,781

 Loan #10

 -

 388,300

 ( 58,245
)

 23,329

 -

 -

 353,384

 Loan #11

 -

 336,000

 ( 50,400
)

 6,422

 -

 -

 292,022

 Loan #12

 -

 395,000

 ( 59,250
)

 7,759

 -

 -

 343,509

 Loan #16

 45,979

 -

 -

 -

 25,521

 -

 71,500

 Loan
 #17

 -

 60,000

 -

 -

 6,000

 -

 66,000

 Total

 $
 1,549,366

 $
 1,473,888

 $
 ( 212,083
)

 $
 600,295

 $
 31,521

 $
 -

 $
 3,442,987

 F- 36

 DBA

 NOTES

 JUNE

of Notes Payable

 June

 Debt
 acquired in acquisitions

 Debt

 of debt discount

 Non-cash
 increase of debt

 to Common Stock

 June

 Short
 Term

 Long
 Term

 In
 Default

 Year
 Ended June 30, 2025

 June

 Debt
 acquired in acquisitions

 Debt

 of debt discount

 Non-cash
 increase of debt

 to Common Stock

 June

 Short
 Term

 Long
 Term

 In
 Default

 Loan #1

 $
 738,470

 $
 -

 $
 -

 $
 -

 $
 3,090

 $
 -

 $
 -

 $
 -

 $
 741,560

 $
 741,560

 $
 -

 $

 741,560

 Loan #2

 -

 -

 -

 -

 -

 -

 -

 $

 -

 Loan #3

 -

 -

 -

 -

 -

 -

 -

 -

 Loan #4

 -

 -

 -

 -

 -

 -

 -

 -

 Loan #5

 -

 -

 -

 -

 -

 -

 -

 -

 Loan #6

 -

 -

 -

 -

 -

 -

 -

 -

 Loan #7

 59,321

 -

 -

 -

 2,679

 -

 -

 -

 -

 Loan #8

 58,177

 -

 -

 -

 3,823

 -

 -

 -

 -

 Loan #9

 158,781

 -

 -

 -

 11,807

 -

 -

 -

 170,588

 170,588

 -

 170,588

 Loan #10

 353,384

 -

 -

 -

 34,916

 -

 -

 -

 388,300

 388,300

 -

 388,300

 Loan #11

 292,022

 -

 -

 -

 43,978

 -

 -

 -

 336,000

 336,000

 -

 336,000

 Loan #12

 343,509

 -

 -

 -

 51,491

 -

 -

 -

 395,000

 395,000

 -

 -

 Loan #13

 -

 473,000

 -

 ( 70,950
)

 51,895

 -

 -

 -

 453,945

 453,945

 -

 -

 Loan #14

 -

 206,000

 -

 ( 30,900
)

 9,962

 -

 -

 -

 185,062

 185,062

 -

 -

 Loan #15

 -

 425,000

 -

 ( 42,500
)

 10,905

 -

 -

 -

 393,405

 -

 393,405

 -

 Loan #16

 71,500

 -

 -

 -

 -

 37,150

 -

 ( 36,425
)

 72,225

 72,225

 -

 -

 Loan #17

 66,000

 -

 -

 -

 -

 36,600

 -

 -

 102,600

 102,600

 -

 -

 Loan #19

 -

 180,154
 **

 ( 180,154
)

 48,662

 -

 ( 33,490
)

 -

 15,172

 -

 15,172

 -

 Loan #20

 -

 102,289
 **

 ( 102,289
)

 10,379

 -

 -

 -

 10,379

 -

 10,379

 -

 Loan #21

 -

 124,221
 **

 ( 124,221
)

 12,604

 -

 -

 -

 12,604

 -

 12,604

 -

 Loan #22

 -

 133,700
 **

 ( 133,700
)

 13,566

 -

 -

 -

 13,566

 -

 13,566

 -

 Loan #23

 -

 **

 ( 30,000
)

 3,045

 -

 -

 -

 3,045

 -

 3,045

 -

 Loan #24

 -

 85,519
 **

 ( 85,519
)

 8,677

 -

 -

 -

 8,677

 -

 8,677

 -

 Loan #25

 -

 54,843
 **

 ( 54,843
)

 5,565

 -

 -

 -

 5,565

 -

 5,565

 -

 Loan
 #28

 -

 49,050
 **

 ( 49,050
)

 4,977

 -

 -

 -

 4,977

 -

 4,977

 -

 Total

 $
 3,442,987

 $
 1,104,000

 $
 759,776

 $
 ( 904,126
)

 $
 332,021

 $
 73,750

 $
 ( 33,490
)

 $
 ( 36,425
)

 $
 4,738,493

 $
 4,271,103

 $
 467,390

 $

 3,062,271

 *
 In
 connection with the acquisition of SWC on March 31, 2025, the Company acquired notes payable,
 which became convertible on that date, with an aggregate fair value of $759,776.

 **
 The
 debt discounts for these convertible notes were determined using the commitment date valuation
 of the embedded derivative liabilities. In accordance with ASC 470-20-25, each discount was
 capped at the note's face value, with any excess fair value recorded as derivative
 expense.

 F- 37

 DBA

 NOTES

 JUNE

 Loans
#16/#17 – Amendments

 On
February 1, 2024 (fiscal year end June 30, 2024), the Company amended the terms of these notes to remove the right to adjust the conversion
price. In exchange, the Company increased the amount due under the notes by 10%, and issue 1,667 shares of Series D, convertible preferred stock.

 Upon
amendment of terms, the Company evaluated the changes under ASC 470-50-40, Debt Modifications and Extinguishments, and determined
the modification constituted a substantial change, resulting in a loss on debt extinguishment as follows:

 In
connection with this transaction, the Company recorded a loss on debt extinguishment as follows:

of Loss on debt Extinguishment

 Fair
 value of debt (10% increase) and Series D, preferred stock on extinguishment date

 $
 111,730

 Loss
 on debt extinguishment

 $
 111,730

 On
July 23, 2024 (fiscal year end June 30, 2025), the Company further amended the terms of these notes to remove the right to adjust the
conversion price. In exchange, the Company increased the amount due under the notes by 10%, and issue 1,667 shares of Series D, convertible
preferred stock.

 Upon
amendment of terms, the Company evaluated the changes under ASC 470-50-40, Debt Modifications and Extinguishments, and determined
the modification constituted a substantial change, resulting in a loss on debt extinguishment as follows:

 In
connection with this transaction, the Company recorded a loss on debt extinguishment as follows:

 Fair
 value of debt (10% increase) and Series D, preferred stock on extinguishment date

 $

 Loss
 on debt extinguishment

 $

 See
Note 8 for additional information regarding the issuance of the Series D, convertible preferred stock in connection with these debt extinguishments.

 In
April 2025, the maturity date of the notes was extended from April 2025 to November 2025. No additional consideration was paid in connection
with the extensions. In accordance with ASC 470-50-40, the Company evaluated the terms of the modification and concluded that the changes
did not result in a substantially different instrument. As a result, the modification was accounted for as a continuation of the existing
debt arrangement, with no gain or loss recognized and no impact on the consolidated financial statements.

 F- 38

 DBA

 NOTES

 JUNE

 Debt
Conversions

 Loan
#2

 In
April 2025, the Company issued 6,000,000 shares of common stock in connection with the settlement of outstanding accrued interest of
$ 20,963 and default interest of $ 175,287, respectively, plus additional fees of $ 1,750, on loan #2, for a total conversion of $ 198,000.
Pursuant to the debt agreement, the shares were converted at a fixed rate of $ 0.033 /share.

 Loan
#16

 In
April 2025, the Company issued 1,000,170 shares of common stock in connection with the partial settlement of principal and related outstanding
accrued interest on loan #16 of $ 7,425 and $ 23,831, respectively, plus additional fees of $ 1,750 for a total conversion of $ 33,006. Pursuant
to the debt agreement, the shares were converted at a fixed rate of $ 0.033 /share.

 In
May 2025, the Company issued an additional 1,003,444 shares of common stock in connection with the partial settlement of principal and
related outstanding accrued interest on loan #16 of $ 29,000 and $ 2,364, respectively, plus additional fees of $ 1,750 for a total conversion
of $ 33,114. Pursuant to the debt agreement, the shares were converted at a fixed rate of $ 0.033 /share. Accordingly, no gain or loss was
recorded upon debt conversion.

 Debt
Extinguishments

 The
Company accounted for these debt conversions as debt extinguishments under ASC 470-50 and ASC 405-20. As the fair value of the equity
issued equaled the carrying value of the extinguished debt, no gain or loss was recognized upon conversion.

 The
following represents a summary of the Company's notes payable:

of Notes Payable

 $
 -

 Beginning balance

 $
 -

 1,547,000

 ( 23,988
)

 Debt acquired in acquisition

 67,262

 June 30, 2025

 $

 Ending balance

 $

 The
following represents a detail of the Company's notes payable at June 30, 2025 and 2024:

of Notes Payable

 June

 Debt
 acquired in acquisitions

 June

 Short
 Term

 Long
 Term

 In-Default

 Year
 Ended June 30, 2025

 June

 Debt
 acquired in acquisitions

 June

 Short
 Term

 Long
 Term

 In-Default

 Loan #18

 $
 -

 $
 -

 $
 *

 $
 ( 20,750
)

 $
 9,250

 $
 9,250

 $
 -

 $
 -

 Loan #26

 -

 -

 8,631
 *

 ( 1,619
)

 7,012

 -

 7,012

 -

 Loan #27

 -

 -

 8,631
 *

 ( 1,619
)

 7,012

 -

 7,012

 -

 Loan #29

 -

 -

 *

 -

 -

 Loan #30

 -

 997,000

 -

 -

 997,000

 997,000

 -

 -

 Loan
 #31

 -

 550,000

 -

 -

 550,000

 550,000

 -

 -

 Total

 $
 -

 $
 1,547,000

 $
 67,262

 $
 ( 23,988
)

 $

 $
 1,576,250

 $
 14,024

 $

 *
 In
 connection with the acquisition of Skytech on March 31, 2025, the Company acquired notes
 payable with an aggregate fair value of $67,262.

 F- 39

 DBA

 NOTES

 JUNE

 Loans
#30/#31

 Notes
Payable – Future Acquisition

 In
April 2025 and June 2025, in connection with a potential acquisition of a hotel property (the "Target"), the Target loaned
the Company an aggregate of $ 1,547,000 for
working capital purposes. The loan is unsecured and bears interest at an annual rate of 15 %.

to the loan terms:

 If
 the acquisition does not close, the loan becomes payable one year from the respective commitment
 date.

 If
 the acquisition does close, the outstanding balance of the loan and accrued interest will
 be forgiven in full.

 The
Target has pledged its assets to a third-party lender for the benefit of the Company in connection with this arrangement.

 The
Company evaluated the terms of the loan and determined that the forgiveness provision represents a contingent gain. As of the reporting
date, the Company has not recognized any gain, as realization is contingent upon the consummation of the acquisition.

 Debt
Maturities

 The
following represents future maturities of the Company's various debt arrangements as follows:

of Maturities of Various Debt Arrangements

 For
 the Year Ended June 30,

 Notes Payable

 Notes

 Total

 2026

 $
 4,311,095

 $
 1,576,250

 $
 5,887,345

 2027

 425,000

 14,024

 439,024

 2028

 726,287

 -

 726,287

 Total

 5,462,382

 7,052,656

 Less:
 unamortized debt discount

 ( 723,889
)

 -

 ( 723,889
)

 Net
 amount due

 $
 4,738,493

 $

 $
 6,328,767

 Note
6 – Fair Value of Financial Instruments

 The
Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate
level in which to classify them for each reporting period. This determination requires significant judgments to be made. See Note 12
for derivative liabilities.

 Note
7 – Commitments and Contingencies

 Contingencies
– Legal Matters

 The
Company is subject to litigation claims arising in the ordinary course of business. The Company records litigation accruals for legal
matters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities
for potential insurance or third-party recoveries.

 As
of June 30, 2025, the Company is not aware of any litigation, pending litigation, or other transactions that require accrual or disclosure.

 Note
8 – Temporary Equity and Stockholders' Deficit

 As
of June 30, 2025, the Company had six (6) classes of stock, detailed as follows:

 With respect to Series B, C and D convertible preferred stock,
see policy above in Note 1 regarding classification as temporary equity.

Stock

 The
Company's preferred stock is as follows.

 Authorized
 Shares: 1,000,000

 Par

 The
Board of Directors has the authority to issue preferred stock in one or more series and determine the rights, privileges, and restrictions
of each series without further stockholder approval.

 F- 40

 DBA

 NOTES

 JUNE

A, Preferred Stock

 Designated
 Shares: 1,000

 Issued
 & Outstanding: 1,000 shares as of June 30, 2025 and 2024, respectively

 Par

 Stated
 Value: None

 Terms: None

 Dividend
 Provisions: None

 Rights: Equal
 to the number of votes on an as converted basis of all other classes of securities plus one
 (1)

 Liquidation
 Preference: None

 Redemption

 Liability Assessment:

 Evaluated
 under ASC 815 ("Derivatives and Hedging")

 The
 Series A, Convertible Preferred Stock does not meet the definition of a derivative liability
 since it has no variable equity conversion feature.

B, Convertible Preferred Stock

 Designated
 Shares: 5,000

 Issued
 & Outstanding: 1,950 shares as of June 30, 2025 and 2024, respectively

 Par

 Stated
 Value: None

 Terms: convertible into 5,000 shares of common
 stock and 5,000 warrants with an
 exercise price of $ 0.033 /share.

 Dividend
 Provisions: None

 Liquidation
 Preference: None

 Redemption

 Liability Assessment:

 Evaluated
 under ASC 815 ("Derivatives and Hedging")

 The
 Series B, Convertible Preferred Stock and related warrants do not meet the definition of
 a derivative liability due to a fixed conversion price and no variable equity conversion
 features.

 Deemed
Dividends – Series B Convertible Preferred Stock

 In
connection with the issuance of Series B Convertible Preferred Stock, the Company recognizes deemed dividends due to periodic reductions
in the conversion price, which increased the intrinsic value of the shares issuable upon conversion. These adjustments effectively conveyed
additional value to the preferred stockholders and were accounted for as deemed dividends.

 The
deemed dividends were recorded as a reclassification from additional paid-in capital to accumulated deficit. This treatment did not affect
total stockholders' deficit but did reduce income available to common shareholders for purposes of earnings per share.

the years ended June 30, 2025 and 2024, the Company recorded additional deemed dividends of $ 11,566 and $ 84,106,

C, Convertible Preferred Stock

 Designated
 Shares: 500,000

 Issued
 & Outstanding: 145,966 and 13,333 shares as of June 30, 2025 and 2024, respectively

 Par

 Stated
 Value: None

 Terms: convertible into 6,000 shares of common
 stock

 Dividend
 Provisions: None

 Liquidation
 Preference: None

 Redemption

 Rank
 junior to Series B, convertible preferred stock

 Liability Assessment:

 Evaluated
 under ASC 815 ("Derivatives and Hedging")

 The
 Series C, Convertible Preferred Stock does not meet the definition of a derivative liability
 since it has no variable equity conversion features.

 F- 41

 DBA

 NOTES

 JUNE

Stock Transactions for the Year Ended June 30, 2025

C, Convertible Preferred Shares Issued for Services

 On February 17, 2025, the Company
issued 2,000 shares of Series C, convertible preferred stock to a consultant for services rendered. The fair value of the Series C shares
was based on the quoted closing trading price of $ 0.0081 /share. Applying the 6,000:1 conversion ratio, the grant equates to 12,000,000
common shares on an as-converted basis, resulting in a total fair value of $ 97,200.

 On
March 25, 2025, the Company granted 94,250 shares of Series C, convertible preferred stock to several
service providers as compensation. The fair value of the Series C shares was based on the quoted closing trading price of $ 0.0068 /share.
Applying the 6,000:1 conversion ratio, the grant equates to 565,500,000 common shares on an as-converted basis, resulting in a total
fair value of $ 3,845,400.

to the applicable service agreements, vesting is contingent upon the achievement of the following milestones:

 1.
 Closing
 of the acquisitions of both SWC and Skytech – 1/3 vested on March 31, 2025.

 2.
 Successful
 uplisting of the Company's common stock to a national securities exchange (e.g., NYSE
 or Nasdaq) – 1/3 to vest upon such uplisting.

 3.
 Achievement
 of total stockholders' equity of $40 million – final 1/3 to vest upon this milestone.

 In
the event that one or more of the remaining milestones are not achieved, the unvested portion of the award will vest ratably over a 20-month
period (April 2025 – November 2026).

 Unvested
Series C, Convertible Preferred Stock – Compensation

of Unvested Series C Convertible Preferred Stock

 Weighted
 Average

 Number
 of

 Gant
 Date

 Non-Vested

 Fair
 Value

 -

 -

 Granted

 94,250

 0.0068

 Vested

 ( 37,300
)

 0.0068

 Cancelled/Forfeited

 -

 -

 June 30, 2025

 56,950

 0.0068

 Unrecognized
 compensation

 $
 2,323,560

 Weighted average remaining
 period (years)

 1.42

the years ended June 30, 2025 and 2024, respectively, the Company recognized $ 1,521,840 and $ 0 of compensation expense related to vesting.

 F- 42

 DBA

 NOTES

 JUNE

Issued in Acquisitions

 On
March 31, 2025, the Company completed the acquisitions of SWC and Skytech. In connection with these transactions, the Company issued
 83,333 and 10,000 shares of Series C, convertible preferred stock, respectively,
as part of the purchase consideration.

 Contingent
Compensation Related to the Skytech Acquisition

 In
connection with the Skytech acquisition, certain additional equity awards may be issued to the sellers contingent upon achieving specified
revenue and/or EBITDA milestones. These awards are structured as compensation for post-combination services and are not considered part
of the purchase price under ASC 805, Business Combinations. Accordingly, any related expense will be recognized in the Company's
consolidated statement of operations in accordance with ASC 718, Compensation – Stock Compensation.

 Performance-Based
Equity Awards

 These
awards are each to be granted once, are independent and cumulative, and are to be measured based on a 30-day volume-weighted average
price (VWAP) of the Company's common stock as of the applicable measurement date.

 The
Company will evaluate the fair value of these awards and recognize compensation expense over the requisite service periods in accordance
with ASC 718, based on the probability of achieving the specified performance conditions.

 Revenue-Based
Equity Awards

 Sellers
are eligible to receive awards of restricted stock with an aggregate maximum value of $ 35 million, based on the following revenue milestones:

of Revenue Based Equity Awards

 Company

 Restricted
 Stock Award
 (% of equity)

 $
 50,000,000

 3.0
 %

 $
 100,000,000

 3.5
 %

 $
 150,000,000

 4.0
 %

 $
 200,000,000

 4.5
 %

 $
 300,000,000

 5.0
 %

 F- 43

 DBA

 NOTES

 JUNE

 EBITDA-Based
Equity Awards

 Sellers
are eligible to receive additional restricted stock with an aggregate maximum value of $ 18.11 million, based on the following EBITDA thresholds:

of EBITDA Based Equity Awards

 Company
 EBITDA

 Restricted Stock
 Award

 (%
 of equity)

 $
 1,000,000

 %

 $
 3,000,000

 %

 $
 5,000,000

 %

 $
 10,000,000

 %

 $
 20,000,000

 %

 $
 30,000,000

 %

 $
 50,000,000

 %

 $
 100,000,000

 %

 These
awards will be allocated pro rata among eligible recipients and are subject to continued service through each measurement date. The Company
will recognize compensation expense over the vesting periods based on the estimated fair value of awards deemed probable of vesting.

 As
of June 30, 2025, none of these award milestones have been met.

 Lock-Up
Restrictions

to the acquisition agreement, each Seller is subject to a lock-up period restricting the sale, transfer, pledge, or other disposition
of any equity securities received as part of the transaction ("Restricted Buyer Securities") for a period of six (6) months
following the closing date. During this period, Sellers are prohibited from transferring or encumbering such securities or entering into
agreements that would transfer economic ownership, except in limited circumstances where transferees agree to be bound by the same restrictions.

 The
Company and its transfer agent are authorized to block any transfer in violation of this restriction. The lock-up may be terminated earlier
at the sole discretion of the Company.

 F- 44

 DBA

 NOTES

 JUNE

 Seniority of Series B, Convertible Preferred Stock to Series
C, Convertible Preferred Stock

 The
Sellers acknowledged that the Series C, convertible preferred stock issued in connection with the acquisition is subordinate to the Company's
Series B preferred stock in terms of liquidation preference, dividend rights, and any other rights or entitlements. This subordination
may affect the timing or amount of future distributions or conversions for the holders of Series C shares. See Note 9 for acquisitions
of SWC and Skytech.

D, Convertible Preferred Stock

 Designated
 Shares: 100,000

 Issued & Outstanding: 3,334 and 1,667 shares as of June 30, 2025 and 2024, respectively

 Par

 Stated
 Value: None

 Terms: convertible into 6,000 shares of common
 stock

 Dividend
 Provisions: None

 Liquidation
 Preference: None

 Redemption

 Rank
 junior to Series B, convertible preferred stock

 Liability Assessment:

 Evaluated
 under ASC 815 ("Derivatives and Hedging")

 The
 Series C, Convertible Pref erred Stock does not meet the definition of a derivative liability
 since it has no variable equity conversion features.

D, Convertible Preferred Stock Transactions for the Year Ended June 30, 2025:

 On
July 22, 2024, the Company issued an additional 1,667 shares of Series D, Convertible Preferred Stock in connection
with the modification of an existing debt arrangement. In accordance with ASC 470-50, the transaction was evaluated to determine whether
it represented a modification or an extinguishment of debt. Based on the terms and quantitative assessment, the transaction qualified
as an extinguishment, and a loss was recognized accordingly.

 The
fair value of the equity issued was estimated to be $ 113,955,
based on the as-converted value of the underlying common stock, adjusted for a restricted stock discount to reflect lack of marketability
and transfer restrictions. This valuation was conducted pursuant to guidance in ASC 718-10-30, and supported by an independent third-party
valuation report.

 F- 45

 DBA

 NOTES

 JUNE

 See
Note 5 for additional discussion regarding debt and related calculation of loss on debt extinguishment.

D, Convertible Preferred Stock Transactions for the Year Ended June 30, 2024:

 On
February 7, 2024, the Company issued 1,667 shares of Series D, Convertible Preferred Stock in connection
with the modification of an existing debt arrangement. In accordance with ASC 470-50, the transaction was evaluated to determine whether
it represented a modification or an extinguishment of debt. Based on the terms and quantitative assessment, the transaction qualified
as an extinguishment, and a loss was recognized accordingly.

 The
fair value of the equity issued was estimated to be $ 113,955,
based on the as-converted value of the underlying common stock, adjusted for a restricted stock discount to reflect lack of marketability
and transfer restrictions. This valuation was conducted pursuant to guidance in ASC 718-10-30, and supported by an independent third-party
valuation report.

 See
Note 5 for additional discussion regarding debt and related calculation of loss on debt extinguishment.

Stock

 Authorized
 Shares: 200,000,000

 Issued
 & Outstanding:

 136,961,021 shares as of June 30, 2025

 128,907,407
 shares as of June 30, 2024

 Par

 Rights: 1 vote per share

Transactions for the Year Ended June 30, 2025

 Stock
Issued for Services

 The
Company issued 50,000 shares of common stock to consultants for services rendered,
having a fair value of $ 995 ($ 0.0199 /share),
based upon the quoted closing trading price.

Stock Issued in connection with Conversion of Convertible Notes Payable

 The
Company issued an aggregate 8,003,164 shares of common stock to certain convertible debt holders,
having a fair value of $ 264,120 ($ 0.033 /share),
based upon the quoted closing trading price. See Note 5 for additional discussion.

Transactions for the Year Ended June 30, 2024

 Stock
Issued as Financing Costs

 The
Company issued 3,333,333 shares of common stock for financing costs related to commitment
shares issued in connection with the execution of a promissory note to a third party lender, having a fair value of $ 50,000 ($ 0.015 /share),
based upon the quoted closing trading price.

 Stock
Issued for Services

 The
Company issued 300,000 shares of common stock to consultants for services rendered,
having a fair value of $ 7,800 ($ 0.026 /share),
based upon the quoted closing trading price.

 Exercise
of Warrants – Cashless

 The
Company issued 686,106 shares of common stock in connection with the cashless exercise
of 1,818,182 warrants ($ 0.001 /share).
The transaction had a net effect of $ 0 on stockholders' deficit. See warrant table below.

 Stock
Issued in Connection with Settlement of Accrued Liabilities

 The
Company issued 1,000,000 shares of common stock having a fair value of $ 16,400 ($ 0.164 /share),
based upon the quoted closing trading price, in connection with the settlement of accrued interest ($ 31,250)
and other accrued expenses ($ 1,750)
for a total of $ 33,000.
The Company recorded a gain of $ 16,600.

 F- 46

 DBA

 NOTES

 JUNE

 Warrant
activity for the years ended June 30, 2025 and 2024 are summarized as follows:

of Stock Warrant Activity

 Weighted

 Average

 Weighted

 Remaining

 Aggregate

 Number
 of

 Average

 Contractual

 Intrinsic

 Exercise
 Price

 Term
 (Years)

 Value

 Outstanding
 - June 30, 2023

 113,836,388

 $
 0.07

 5.00

 $
 4,215,000

 Exercisable - June 30,
 2023

 113,836,388

 $
 0.07

 5.00

 $
 4,215,000

 Granted

 80,181,068

 $
 0.03

 Exercised

 ( 1,818,182
)

 $
 0.03

 Cancelled/Forfeited

 ( 400,000
)

 $
 0.30

 Outstanding - June 30,
 2024

 191,799,274

 $
 0.24

 3.21

 $
 6,140,000

 Exercisable - June 30,
 2024

 191,799,274

 $
 0.24

 3.21

 $
 6,140,000

 Granted

 2,068,869

 $
 0.10

 Exercised

 -

 $
 -

 Cancelled/Forfeited

 ( 1,871,800
)

 $
 0.16

 Outstanding - June 30,
 2025

 191,996,343

 $
 0.05

 2.21

 $
 -

 Exercisable - June 30,
 2025

 191,996,343

 $
 0.05

 2.21

 $
 -

 Note
9 – Acquisitions and Unaudited Pro-Forma Financial Information

 Year
Ended June 30, 2025

of SWC

 On
March 31, 2025, the Company completed the acquisition of SWC through a share exchange agreement, acquiring 100 %
of the issued and outstanding equity interests of SWC. As consideration, the Company issued 83,333 shares of its Series C Convertible Preferred Stock, having
an estimated fair value of $ 4,399,982,
based on the as-converted value of the underlying common shares as of the acquisition date.

 SWC
is a leading provider of customized disposable packaging solutions serving the food service and hospitality industries. The Company believes
the acquisition will provide strategic benefits, including:

 Expand
 its presence across the hospitality value chain,

 Operational
 synergies with Skytech's automation platform;

 Immediate
 recurring revenue through packaging supply contracts; and

 A
 fully integrated solutions offering for hotels, resorts, and food service operators.

 The
acquisition was accounted for in accordance with ASC 805, Business Combinations. The Company has provisionally allocated the purchase
price to the estimated fair value of assets acquired and liabilities assumed based on currently available information. The purchase price
allocation ("PPA") is subject to revision as the Company finalizes its valuation analyses and post-closing adjustments. Any
such revisions could result in changes to the values assigned to the acquired tangible and intangible assets, liabilities assumed, and
the resulting goodwill.

 In
connection with the acquisition of SWC, there were no additional transaction costs incurred.

 F- 47

 DBA

 NOTES

 JUNE

 The
following table summarizes the preliminary estimate of the fair value of the identifiable assets acquired and liabilities assumed as
of the acquisition date. The estimated fair values were derived from an independent third-party valuation report as follows:

of Estimated Fair Value of Assets Acquired and Liabilities

 C - convertible preferred stock - 83,333 shares

 $
 4,399,982

 Fair value of consideration
 transferred

 4,399,982

 Recognized amounts of identifiable
 assets acquired and liabilities assumed:

 Cash

 28,340

 22,624

 Prepaids
 and other

 114,590

 252,203

 and equipment - net

 26,942

 lease - right - of -use asset

 13,317

 Total
 assets acquired

 458,016

 payable and accrued expenses

 1,517,927

 Notes
 payable

 67,262

 lease liability

 14,972

 Total
 liabilities assumed

 1,600,161

 Total
 identifiable net liabilities assumed

 ( 1,142,145
)

 Allocation required for identifiable
 intangible assets and goodwill

 5,542,127

 Trade names/trademarks

 786,800

 Customer
 relationships

 1,041,300

 Total
 identifiable intangible assets

 1,828,100

 (including assembled workforce)

 $
 3,714,027

 The
Company expects to recognize goodwill primarily attributable to anticipated synergies, enhanced automation capabilities, and future economic
benefits that do not qualify for separate recognition. The goodwill is expected to be non-deductible for tax purposes.

 F- 48

 DBA

 NOTES

 JUNE

 Supplemental
Pro-Forma Information (Unaudited)

 The
unaudited pro-forma information for the periods set forth below gives effect to the acquisition had the transaction occurred on July
1, 2023 (1st day of the fiscal year ended June 30, 2024) as well as for the nine months ended March 31, 2025. This pro-forma information
is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have
been achieved had the transactions been consummated as of that time. The unaudited pro forma financial results do not reflect potential
cost savings, integration synergies, or non-recurring charges that may result from the transactions.

of Supplemental Proforma Information

 Nine
 Months Ended

 Year
 Ended

 March
 31, 2025

 June

 - net

 $
 1,345,874

 $
 1,830,427

 Net
 loss

 $
 ( 2,391,487
)

 $
 ( 3,820,900
)

 Loss per share - basic

 $
)

 $
)

 Loss per share - diluted

 $
)

 $
)

 Weighted average number
 of shares - basic

 128,945,181

 Weighted average number
 of shares - diluted

 128,945,181

 Settlement
of Pre-Existing Relationships (Prior to Acquisition of SWC by NGTF)

 In
connection with the acquisition of SWC Group, Inc. on March 31, 2025, the Company identified certain pre-existing intercompany advances
and balances among SWC, FHVH, and NGTF that were unrelated to the business combination. These balances
were deemed fully settled prior to closing.

 Under ASC 805-10-25-20, settlements
of pre-existing relationships are accounted for separately from the business combination because they do not represent consideration
transferred for the acquiree. Accordingly, these amounts were excluded from the purchase price allocation and goodwill measurement.

 Consistent
with ASC 805-10-25-21 and ASC 805-10-30-21, the settlement of a pre-existing contractual relationship is measured as the lesser of (i)
the amount by which the contract is favorable or unfavorable to the acquirer compared with current market terms, or (ii) any stated settlement
provisions in the contract.

 As
a result, the Company recognized a loss of $ 1,490,803
on settlement of pre-existing assets, which is presented within
Other income (expense) in the consolidated statements of operations for the year ended June 30, 2025. This treatment reflects the requirement
to recognize gains or losses on settlement of pre-existing relationships directly in earnings rather than as part of the business combination
accounting.

of Skytech

 On
March 31, 2025, the Company closed on a share exchange agreement and acquired Skytech. The Company issued 10,000 shares of Series C, convertible preferred stock, having a fair
value of $ 528,000 (valuation based on an as-converted basis), in exchange for
 100 %
of the issued and outstanding equity of Skytech.

 Skytech
is best known for its Laundry Helper robot, which has been successfully deployed across a growing number of hotel properties. With a
proven track record in delivering scalable, AI-powered service automation, Skytech's technology and expertise align seamlessly
with the Company's integrated business model that combines hotel ownership with Robotics-as-a-Service (RaaS) solutions.

 With
Skytech's smart service technologies now part of the Company's platform, we can deliver end-to-end automation, from behind-the-scenes
robotics like laundry and cleaning to guest-facing solutions that enhance customer experience and operational efficiency.

 The
Company expects a strategic impact that will:

 Enhance
 the Company's proprietary technology capabilities,

 Accelerate
 integration with SWC's packaging operations,

 Improve
 customer service automation; and

 Create
 cost and labor efficiencies across the Company's product delivery chain.

 F- 49

 DBA

 NOTES

 JUNE

 The
acquisition was accounted for in accordance with ASC 805, Business Combinations. The Company has provisionally allocated the purchase
price to the estimated fair value of assets acquired and liabilities assumed based on currently available information. The purchase price
allocation ("PPA") is subject to revision as the Company finalizes its valuation analyses and post-closing adjustments. Any
such revisions could result in changes to the values assigned to the acquired tangible and intangible assets, liabilities assumed, and
the resulting goodwill.

 In
connection with the acquisition of Skytech, there were no additional transaction costs incurred.

 See Note 8 — Stockholders' Deficit for additional information regarding the classification and valuation
of these performance-based awards.

 The
following table summarizes the preliminary estimate of the fair value of the identifiable assets acquired and liabilities assumed as
of the acquisition date.

of Estimated Fair Value of Assets Acquired and Liabilities

 C - convertible preferred stock - 10,000 shares

 $
 528,000

 Fair value of consideration
 transferred

 528,000

 Recognized amounts of identifiable
 assets acquired and liabilities assumed:

 19,250

 and equipment - net

 32,550

 Total
 assets acquired

 51,800

 payable and accrued expenses

 3,650

 payable and accrued expenses - related parties

 310,300

 Total
 liabilities assumed

 313,950

 Total
 identifiable net liabilities assumed

 ( 262,150
)

 $
 790,150

 The
Company expects to recognize goodwill primarily attributable to anticipated synergies, enhanced automation capabilities, and future economic
benefits that do not qualify for separate recognition. The goodwill is expected to be non-deductible for tax purposes.

 Supplemental
Pro-Forma Information (Unaudited)

 The
unaudited pro-forma information for the periods set forth below gives effect to the acquisition had the transaction occurred on July
1, 2023 (1st day of the fiscal year ended June 30, 2024) as well as for the nine months ended March 31, 2025. This pro-forma information
is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have
been achieved had the transactions been consummated as of that time. The unaudited pro forma financial results do not reflect potential
cost savings, integration synergies, or non-recurring charges that may result from the transactions.

of Supplemental Proforma Information

 Nine
 Months Ended

 Year
 Ended

 March
 31, 2025

 June

 - net

 $
 43,232

 $

 Net
 loss

 $
 ( 2,156,766
)

 $
)

 Loss per share - basic

 $
)

 $
)

 Loss per share - diluted

 $
)

 $
)

 Weighted average number
 of shares - basic

 128,945,181

 Weighted average number
 of shares - diluted

 128,945,181

 Year
Ended June 30, 2024

of FHVH

 On
February 2, 2024, the Company closed on a share exchange agreement and acquired FHVH. The Company issued 1,000 shares of Series A, preferred stock and 13,333 shares of Series C, convertible preferred stock, having a fair
value of $ 868,708,
in exchange for 100 %
of the issued and outstanding equity of FHVH.

Hospitality provides artificial intelligence (AI) enabled robotic solutions that we believe deliver critical efficiencies, cost savings,
and enhanced consumer experience in hospitality and food service.

 F- 50

 DBA

 NOTES

 JUNE

 FHVH
believes it is revolutionizing the hospitality industry with plug-and-play robotics and automation solutions designed to enhance service
efficiency and consistency.

 Regular
national media coverage highlights the ongoing labor crisis in California, which is creating massive upheaval across the industry. With
minimum wage increased to $ 20,
many long-standing businesses have been forced to shut down. Others are actively looking to invest in automation solutions that will
allow them to remain viable now and into the future.

Hospitality offers two key robotics solutions via the Robots-as-a-Service ("RaaS") business model, which can transform both
front-end and back-end operations within the hospitality industry.

 Front-End
 Solutions: The serving robot, an advanced front-end solution, works alongside wait staff
 to ensure faster and more reliable service. These sever robots help streamline service delivery,
 enhancing guest experiences by minimizing wait times and reducing human errors.

 Back-End
 Solutions: Smart cooking bots provide game-changing back-end solutions to support chefs in
 high-volume environments. The advanced kitchen assistant ensures consistent food quality
 and enables even inexperienced staff to prepare delicious meals quickly, addressing critical
 challenges in busy kitchens.

 The
table below summarizes the estimated fair value of the assets acquired and liabilities assumed at the effective acquisition date.

of Estimated Fair Value of Assets Acquired and Liabilities

 A - preferred stock - 1,000 shares

 $
 -

 C - convertible preferred stock - 13,333 shares

 Fair value of consideration
 transferred

 Recognized amounts of identifiable
 assets acquired and liabilities assumed:

 Cash

 111,863

 Other

 126,000

 Total
 assets acquired

 237,863

 payable and accrued expenses

 4,845

 Other
 current liabilities

 261,852

 Total
 liabilities assumed

 266,697

 Total
 identifiable net liabilities assumed

 ( 28,834
)

 $

 The
Company recognized goodwill primarily attributable to anticipated synergies, enhanced automation capabilities, and expected future economic
benefits that did not qualify for separate recognition. This goodwill was not deductible for tax purposes.

 Subsequent

the year ended June 30, 2025, the Company recorded a goodwill impairment charge of $ 897,542. The impairment was recognized after management
determined that the carrying amount of the related reporting unit exceeded its fair value.

 For
the years ended June 30, 2025 and 2024, goodwill was as follows:

of Goodwill

 Balance - June 30, 2023

 $
 -

 Acquisition of FHVH

 Balance - June 30, 2024

 Acquisition of SWC

 3,714,027

 Acquisition of Skytech

 790,150

 Impairment charge - FHVH

 ( 897,542
)

 Balance - June 30, 2025

 4,504,177

 Note
10 – Intangible Assets

 Year
Ended June 30, 2025

of SWC (See Note 9 for detailed discussion).

 Intangibles
consisted of the following at June 30, 2025 and June 30, 2024, respectively:

of Intangible Assets

 Useful

 Weighted Average Remaining

 Type

 June

 June

 Lives
 (Years)

 Life (Years)

 Tradenames/trademarks

 $
 786,800

 $
 -

 N/A

 N/A

 Customer relationships

 1,041,300

 -

 10.00

 9.76

 Intangibles
 - gross

 1,041,300

 -

 10.00

 9.76

 Less:
 accumulated amortization

 ( 26,033
)

 -

 Intangibles
 - net

 $
 1,802,067

 $
 -

 F- 51

 DBA

 NOTES

 JUNE

expense for the years ended June 30, 2025 and 2024 was $ 26,033 and $ 0,

 There
were no impairment
losses for the years ended June 30, 2025 and 2024, respectively.

amortization expense for each of the five (5) succeeding years and thereafter is as follows:

of Estimated Amortization Expense

 For
 the Years Ended June 30,

 2026

 $
 104,130

 2027

 104,130

 2028

 104,130

 2029

 104,130

 Thereafter

 598,747

 Total

 $
 1,015,267

 Note
11- Derivative Liabilities

 The
convertible notes acquired in connection with the SWC acquisition on March 31, 2025 (see Note 5), contain embedded conversion features
with variable pricing terms. These features provide for conversion into an indeterminate number of common shares based on the trading
price of the Company's common stock. As a result, the embedded conversion options are not considered indexed to the Company's
own stock and require bifurcation from the host debt instrument.

 The
Company accounts for the embedded derivative liabilities at fair value, with subsequent remeasurement at each reporting period. The derivative
liabilities are classified as Level 3 fair value measurements under the fair value hierarchy, due to the use of significant unobservable
inputs.

the year ended June 30, 2025, the Company used the Black-Scholes option pricing model to estimate the fair value of the embedded conversion
option liabilities, both on the commitment date and the remeasurement date. The initial day 1 commitment fair value was $ 1,413,568.
These notes were subsequently remeasured at June 30, 2025, having a fair value of $ 1,102,992.
The model utilized the following key assumptions:

of Significant Assumptions Used In Valuation of Derivative Liability

 June

 Expected term
 (years)

 2.18 - 2.43

 Expected volatility

 207.70 %
 - 233.30
 %

 Expected dividends

 - 0.00
 %

 Risk free interest rate

 3.72 %
 - 3.89
 %

 A
reconciliation of the beginning and ending balances of derivative liabilities measured at fair value on a recurring basis using Level
3 inputs is presented below as of June 30, 2025:

of Activity in Derivative Liabilities Account

 Derivative liabilities – June 30, 2024

 $
 -

 Fair value at commitment date

 1,413,568

 Gain on debt extinguishment

 ( 500,678
)

 Fair value mark to market
 adjustment

 190,102

 Derivative liabilities – June 30,
 2025

 $

 In
connection with the conversion of principal on a convertible note (loan #17), and consistent with the debt extinguishment guidance in
ASC 470-50, the Company allocated a proportionate adjustment and remeasurement to the related derivative liability. This remeasurement
resulted in the recognition of a $ 500,678 gain on debt extinguishment, which is presented in other income
(expense) in the consolidated statements of operations.

 F- 52

 DBA

 NOTES

 JUNE

in the fair value of derivative liabilities are recognized in other income (expense) in the accompanying consolidated statements of operations.
For the years ended June 30, 2025 and 2024, the Company recorded a change in fair value of ($ 190,102)
and $ 0,

 Upon
initial measurement of the derivative liabilities, the Company determined that the fair value of the embedded derivative liability exceeded
the proceeds received for the convertible note host instrument. As a result, the Company recorded a debt discount equal to the face amount
of the note, with the excess recorded as derivative expense in the consolidated statements of operations. This reflects the obligation
to settle the derivative feature at a fair value greater than the consideration received for the debt host on the commitment date.

 For
the years ended June 30, 2025 and 2024, the Company recognized a derivative expense of $ 653,792 and $ 0,

 See
Note 12 for related fair value disclosures.

 Note
12 – Fair Value of Financial Instruments

 The
Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate
level in which to classify them for each reporting period. This determination requires significant judgments to be made.

measured at fair value on a recurring basis consisted of the following at June 30, 2025:

of Financial Instruments at Fair Value on a Recurring Basis

 June

 Level

 Level

 Level

 Total

 liabilities

 $
 -

 $
 -

 $

 $

 Total

 $
 -

 $
 -

 $

 $

 There
were no assets
or liabilities measured at fair value on a recurring basis for the year ended June 30, 2024.

 Note
13 – Segment Information

 General

segments are components of the Company for which discrete financial information is available and whose operating results are regularly
reviewed by the chief operating decision maker ("CODM") to allocate resources and assess performance.

 Reportable
Segments.

 Beginning
in fiscal 2025, the Company has two (2) reportable segments:

 1.
 Packaging Distribution and;

 2.
 (RaaS)

 Other
Corporate Overhead represents corporate-level activities and shared services (e.g., public company compliance, executive, finance, legal,
IT, and other centralized functions). These activities are not included in the CODM's evaluation of segment performance and do
not meet the criteria to be separately reportable.

 Basis
of Presentation

 The
CODM evaluates segment performance primarily on revenues and operating income (loss) and also reviews segment assets and liabilities.
Segment information is prepared on the same basis as the consolidated financial statements and includes intercompany eliminations.

 Continuing
vs. discontinued operations

 The
Company's legacy Snacks and Beverages activity is presented as discontinued operations and excluded from reportable segments. For
comparability, the segment tables separately identify discontinued operations.

 See
Note 14 – Discontinued Operations for further detail.

 F- 53

 DBA

 NOTES

 JUNE

 Reconciliations

 The
following tables present financial information for the Company's reportable segments and include reconciling items — such
as Other Corporate Overhead, non-operating items, and discontinued operations — so that the totals reconcile directly to the consolidated
statements of operations.

of Segment Reporting for Reconciliation of Revenue

 For
 the Years Ended June 30,

 2025

 2024

 $
 466,633

 $
 -

 RaaS

 15,652

 -

 -

 -

 Revenues - continuing operations

 -

 Revenues - discontinued

 41,551

 Total

 $
 523,836

 $

 $
 523,836

 $

 Costs and expenses

 $
 737,980

 $
 -

 RaaS

 1,334,997

 -

 2,956,380

 Costs and expenses - continuing operations

 5,029,357

 Costs and expenses - discontinued

 214,443

 365,887

 Total

 $
 5,243,800

 $
 1,077,939

 Costs and expenses

 $
 5,243,800

 $
 1,077,939

 $
 ( 271,347
)

 $
 -

 RaaS

 ( 1,319,345
)

 -

 ( 2,956,380
)

 ( 712,052
)

 Loss from continuing operations

 ( 4,547,072
)

 ( 712,052
)

 Loss from discontinued

 ( 172,892
)

 ( 276,615
)

 Total

 $
 ( 4,719,964
)

 $
 ( 988,667
)

 $
 ( 4,719,964
)

 $
 ( 988,667
)

 Other income (expense) -
 net

 $
 ( 14,648
)

 $
 -

 RaaS

 ( 546,729
)

 -

 ( 2,827,734
)

 ( 2,241,410
)

 Loss from continuing operations

 ( 3,389,111
)

 ( 2,241,410
)

 Loss from discontinued

 ( 6,803
)

 ( 5,429
)

 Total

 $
 ( 3,395,914
)

 $
 ( 2,246,839
)

 Other income (expenses)-
 net

 $
 ( 3,395,914
)

 $
 ( 2,246,839
)

 $
 ( 285,995
)

 $
 -

 RaaS

 ( 1,866,074
)

 -

 ( 5,784,115
)

 ( 2,953,462
)

 Net loss from continuing operations

 ( 7,936,184
)

 ( 2,953,462
)

 Net loss from discontinued

 ( 179,694
)

 ( 282,044
)

 Total

 $
)

 $
)

 $
)

 $
)

 For
 the Years Ended June 30,

 2025

 2024

 Total Assets

 $
 5,986,956

 $
 -

 RaaS

 1,299,198

 -

 38,380

 1,549,258

 Assets - continuing operations

 1,549,258

 Assets - discontinued

 -

 93,363

 Total

 $

 $
 1,642,621

 Total Assets

 $

 $
 1,642,621

 Total Liabilities

 $
 1,642,420

 $
 -

 RaaS

 275,801

 -

 9,550,421

 4,618,338

 Liabilities - continuing operations

 11,468,642

 4,618,338

 Liabilities - discontinued

 479,005

 457,610

 Total

 $
 11,947,647

 $
 5,075,948

 Total Liabilities

 $
 11,947,647

 $
 5,075,948

 F- 54

 DBA

 NOTES

 JUNE

 Note
14 – Discontinued Operations

 On
June 30, 2025, management elected to discontinue the Company's legacy Snacks and Beverages business, which historically involved
the sale of packaged snack products through wholesale and distribution channels. This decision was part of a broader strategic realignment
to focus resources on the Company's continuing operations, including foodservice packaging distribution and RaaS.

 The
results of the Snacks and Beverages business have been presented as discontinued operations for all periods presented. Accordingly, revenues,
expenses, assets, and liabilities associated with this activity have been segregated from continuing operations in the consolidated financial
statements. Prior-period amounts have been reclassified to conform to the current presentation.

 Results
of Discontinued Operations

 The
operating results of discontinued operations for the years ended June 30, 2025 and 2024 were as follows:

of Discontinued Operations

 For
 the Years Ended June 30,

 2025

 2024

 Revenues - net

 $
 41,551

 $

 Costs and expenses

 214,443

 365,887

 ( 172,892
)

 ( 276,615
)

 General and administrative

 ( 6,802
)

 ( 5,429
)

 Net
 loss from discontinued operations

 $
 ( 179,694
)

 $
 ( 282,044
)

and Liabilities of Discontinued Operations

 The
operating results of discontinued operations for the years ended June 30, 2025 and 2024 were as follows:

 The
carrying amounts of the assets and liabilities of discontinued operations as of June 30, 2025 and 2024 were as follows:

 June
 30,

 2025

 2024

 Current assets

 Cash

 $
 -

 $
 10,634

 Accounts receivable

 -

 22,297

 Prepaid and other

 -

 34,437

 -

 25,995

 Total

 $
 -

 $
 93,363

 Current liabilities

 Accounts payable and accrued

 $
 479,005

 $
 457,610

 Total
 liabilities

 $
 479,005

 $
 457,610

 Note
15 – Income Taxes

 The
Components of the deferred tax assets and liabilities at June 30, 2025 and 2024 were approximately as follows:

of Deferred Tax Assets and Liabilities

 June

 June

 Tax Assets

 Bad debt

 $
 56,000

 $
 -

 Amortization of debt discount

 93,000

 -

 Share based payments

 453,000

 -

 Change in fair value of derivative liabilities

 53,000

 -

 Net operating loss carryforward

 6,686,000

 5,825,000

 Total deferred tax assets

 7,341,000

 5,825,000

 Tax Liabilities

 Intangibles

 ( 284,000
)

 -

 Total deferred tax liabilities

 ( 284,000
)

 -

 Deferred Tax Assets - net

 7,057,000

 5,825,000

 Less: valuation allowance

 ( 7,057,000
)

 ( 5,825,000
)

 Deferred tax asset -
 net

 $
 -

 $
 -

 The
components of the income tax benefit and related valuation allowance for the years ended June 30, 2025 and 2024 was approximately as
follows:

of Components of the Income Tax Benefit

 June

 June

 $
 -

 $
 -

 -

 -

 Total income tax provision
 (benefit)

 -

 -

 Less:
 valuation allowance

 -

 -

 Total

 $
 -

 $
 -

 F- 55

 DBA

 NOTES

 JUNE

tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary
differences and other tax attributes, such as net operating loss carryforwards. In assessing if the deferred tax assets will be realized,
the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible
temporary differences reverse. As a result of historic losses, the Company has recorded a full valuation allowance as of June 30, 2025.

 A
reconciliation of the provision for income taxes for the years ended June 30, 2025 and 2024 as compared to statutory rates was approximately
as follows:

of Reconciliation of Provision for Income Tax

 June

 June

 Federal income
 tax benefit - 21 %

 21.00 %

 21.00 %

 State income taxes (net of
 federal benefit)

 6.98 %

 6.50 %

 Perm Differences

 - 32.89 %

 - 20.60 %

 4.91 %

 - 6.90 %

 in valuation allowance

 Federal
net operating loss carry forwards at June 30, 2025 and 2024 were approximately as follows:

of Operating Loss Carry Forwards

 June

 June

 $
 29,665,000

 $
 26,590,000

 Net
Operating Loss Carryforwards

 As
of June 30, 2025, the Company had approximately $ 2,614,000 of net operating loss ("NOL") carryforwards for
U.S. federal income tax purposes which will expire between 2031 and 2037, while the remaining balance may be carried forward indefinitely,
subject to an annual limitation of 80 %
of taxable income in any future year.

 For
financial reporting purposes, the entire amount of net deferred tax assets has been offset by a valuation allowance, due to uncertainty
regarding realization. The net change in the valuation allowance for the year ended June 30, 2025 was an increase of $ 1,243,000.

 Uncertain
Tax Positions

 The
Company follows ASC 740-10-25, which requires a company to evaluate whether a tax position is "more likely than not" to be
sustained upon examination. Management has reviewed all filing positions in jurisdictions where the Company is subject to income tax.
The Company believes its positions would be sustained upon audit and therefore has not recorded any reserves for uncertain tax positions.

 Section
382 Limitations

 The
Company may not be able to utilize the net operating loss carryforwards for its US income taxes in future periods should it experience
a change in ownership as defined in Section 382 of the Internal Revenue Code ("IRC"). Under section 382, should the Company
experience a more than 50 %
change in its ownership over a 3 year
period, the Company would be limited based on a formula as defined in the IRC to the amount per year it could utilize in that year of
the net operating loss carryforwards.

 As
of June 30, 2025 and 2024 the Company had not performed an analysis to determine if the Company was subject to the provisions of Section
382. The Company is subject to U.S. federal income tax including state and local jurisdictions. Currently, no federal or state income
tax returns are under examination by the respective taxing jurisdictions.

 Tax
Returns and Examinations

 The
Company is subject to U.S. federal and various state income taxes. As of June 30, 2025, no federal or state tax returns are under examination.
The Company has not yet filed its federal and state income tax returns for the fiscal years ended June 30, 2016 through 2024. However,
because the Company has incurred cumulative losses, management does not expect a material liability. All unfiled and filed years remain
open to examination.

 Interest
and Penalties

 The
Company's accounting policy is to record interest and penalties related to uncertain tax positions as income tax expense. No such amounts have been accrued as of June 30, 2025.

 F- 56

 DBA

 NOTES

 JUNE

 Note
16 - Subsequent Events

 Subsequent
to June 30, 2025, the Company had the following transactions:

of Hotel Operations - Victorville Treasure Holdings, LLC — Business Combination

 Overview
and Date of Acquisition

 On
August 27, 2025, the Company completed the acquisition of Victorville Treasure Holdings, LLC ("Victorville"), a California
limited liability company that owns and operates a 155-room hotel located at 15494 Palmdale Road, Victorville, California (the "Property").

 The
transaction was executed pursuant to a Share Exchange Agreement (the "Agreement") among the Company, SBZ Investment Industry
Inc., and the individual equity holders of Victorville (collectively, the "Sellers"). Following the closing, Victorville
became a wholly owned subsidiary of the Company.

 Primary
Reasons for the Acquisition

 The
acquisition is expected to strengthen and expand the Company's hotel operations platform, create access to franchise-branding opportunities
following renovations, and generate operating synergies at the Property. The goodwill expected to be recognized will primarily reflect
anticipated synergies and the assembled workforce, none of which qualify as separately recognizable intangible assets.

Transferred

 The
aggregate purchase price was approximately $ 39.0 million (the "Purchase Price"), satisfied by the
issuance of 216,667 shares of the Company's Series C Convertible Preferred
Stock (the "Exchange Shares"), each convertible into 6,000 shares of common stock.

 In
accordance with the Agreement, 15% of the Exchange Shares were placed in escrow for 18 months to satisfy potential indemnification obligations.

 The
Agreement also provides for the issuance of up to 41,667 additional shares of Series C Convertible Preferred Stock (the
"Earnout Shares") contingent upon achievement of the following post-closing milestones on or before December 31, 2027:

 1.
 Completion
 and buildout of a gym facility;

 2.
 Enrollment
 of at least 50 active gym members;

 3.
 Completion
 of renovations necessary to satisfy franchise rebranding requirements; and

 4.
 Operation
 of the Property under a major franchise brand for at least 30 consecutive days.

 The
Purchase Price was subject to adjustment if, as of the Closing Date, the 30-day volume-weighted average price (VWAP) of the Company's
common stock was less than $ 0.02 per share. No such adjustment was required. On the closing
date the closing common stock price was $ 0.03 /share.

for Contingent and Variable Consideration

 The
 Earnout represents contingent consideration and will be measured at fair value on the acquisition
 date and subsequently remeasured at fair value, with changes recognized in earnings each
 period until settlement.

 The
 VWAP adjustment represents variable consideration related to the equity consideration issued
 and is measured at fair value on the acquisition date; subsequent accounting will depend
 on its classification under applicable guidance.

 The
 indemnification escrow does not affect total consideration transferred at the acquisition
 date unless and until amounts are forfeited or returned under the indemnification provisions.

 Preliminary
Purchase Price Allocation

 The
acquisition has been accounted for as a business combination under ASC 805, Business Combinations. The Company has not yet completed
the identification and measurement of the fair values of the assets acquired and liabilities assumed, including the valuation of identifiable
intangible assets (such as franchise rights, trade names, customer relationships or loyalty programs, and favorable or unfavorable contracts)
and the determination of related deferred taxes.

is performing its preliminary assessment, including the identification and measurement of goodwill and other intangible assets. Because
these analyses are ongoing, the amounts assigned to goodwill, intangible assets, and deferred taxes are considered provisional.

 In
accordance with ASC 805, this preliminary allocation will be finalized within the measurement period, which extends up to one year from
the acquisition date. The Company will update these estimates in future filings as additional information becomes available and the independent
valuation analysis is completed.

 Tax
Deductibility of Goodwill

 The
Company is currently evaluating whether any recognized goodwill will be deductible for income tax purposes. This disclosure will be updated
upon finalization of the purchase accounting.

 Measurement

 The
Company expects to finalize the purchase price allocation no later than August 27, 2026. During this period, provisional amounts may
be adjusted retrospectively if new information becomes available about facts and circumstances that existed at the acquisition date.

 Acquisition-Related
Costs

 The
Company incurred an insignificant amount of transaction costs related to the acquisition. Such costs were expensed as incurred and are
included in general and administrative expenses in the consolidated statements of operations.

of Hotel Operations – Ranch Mirage Hilton LLC — Business Combination

 Overview
and Date of Acquisition

 On
September 30, 2025, the Company completed the acquisition of Ranch Mirage Hilton LLC ("Ranch Mirage Hilton"), a Delaware
limited liability company that owns and operates the Hilton Garden Inn Palm Springs – Ranch Mirage, a 120-room hotel located at
71700 Highway 111, Ranch Mirage, California (the "Property").

 The
transaction was effected pursuant to a Membership Interest Purchase Agreement (the "Purchase Agreement") among the Company,
the selling members of Ranch Mirage Hilton, and certain related parties. Upon closing, Ranch Mirage Hilton became a wholly owned subsidiary
of the Company.

 Primary
Reasons for the Acquisition

 The
acquisition aligns with the Company's strategy to expand its owned hotel portfolio and operating platform within key California
markets. Management expects the Property to provide recurring revenue, economies of scale with existing hotel operations, and future
franchise-branding opportunities following targeted capital improvements. Any goodwill recognized will primarily reflect anticipated
operating synergies, assembled workforce, and other benefits that do not meet the criteria for separate recognition as identifiable intangible
assets.

Transferred

 The
aggregate purchase price was approximately $ 24.0 million, satisfied primarily through the issuance of 133,333 shares of the Company's
Series C Convertible Preferred Stock (the "Exchange Shares"), each convertible into 6,000 shares of common stock.

 Under
the Purchase Agreement, 10% of the Exchange Shares were placed in escrow for 12 months to satisfy potential indemnification obligations.

 In
addition, the sellers are eligible to receive up to 25,000 additional shares of Series C Convertible Preferred Stock (the "Earn-Out
Shares") contingent upon achievement of specified post-closing milestones, including:

 1.
 Completion
 of planned property renovations and upgrades;

 2.
 Execution
 of a Hilton-brand franchise renewal agreement; and

 3.
 Achievement
 of defined operating income thresholds for any fiscal year ending on or before December 31,
 2027.

 The
purchase price was not subject to any adjustment for fluctuations in the Company's common stock VWAP as of the closing date.

for Contingent and Variable Consideration

 The
 Earn-Out Shares represent contingent consideration and will be measured at fair value on
 the acquisition date and subsequently remeasured at fair value, with changes recognized in
 earnings until settlement.

 The
 escrowed shares do not affect the total consideration transferred at the acquisition date
 unless and until amounts are forfeited or returned under indemnification provisions.

 No
 additional contingent or variable purchase price mechanisms were included in the Purchase
 Agreement.

 Preliminary
Purchase Price Allocation

 The
acquisition has been accounted for as a business combination under ASC 805, Business Combinations. The Company is finalizing the
identification and measurement of the fair values of assets acquired and liabilities assumed, including:

 Property,
 plant and equipment;

 Identifiable
 intangible assets (such as franchise rights, trade name, customer relationships, and any
 favorable/unfavorable contracts); and

 deferred tax balances.

 As
these analyses are ongoing, the amounts assigned to goodwill, intangible assets, and deferred taxes are considered provisional. In accordance
with ASC 805, this preliminary allocation will be finalized within one year of the acquisition date. Updates will be reflected in future
filings as additional valuation information becomes available.

 Tax
Deductibility of Goodwill

 The
Company is evaluating whether any goodwill arising from the acquisition will be deductible for income tax purposes. This determination
will be finalized upon completion of the purchase accounting process.

 Measurement

 The
Company expects to finalize the purchase price allocation no later than September 30, 2026. During this measurement period, provisional
amounts may be adjusted retrospectively if new information becomes available about facts and circumstances existing as of the acquisition
date.

 Acquisition-Related
Costs

 Transaction-related
professional fees and other acquisition costs were not material and were expensed as incurred, included within general and administrative
expenses in the consolidated statements of operations.

 F- 57

 Item
9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

 On
April 12, 2024, the Company dismissed GreenGrowth CPAs Inc. ("GreenGrowth") as its independent registered public accountancy
firm, and engaged Fruci & Associates II, PLLC as the Company's new independent registered public accounting firm.

 The
reports of GreenGrowth regarding the Company's financial statements for the quarter ending September 30, 2023 and December 31,
2023, respectively, being the two most recent fiscal quarters for which the Company has filed financial statements with the Securities
and Exchange Commission (the "SEC"), did not contain any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about the Company's
ability to continue as a going concern.

 The
board of directors of the Company, acting as the audit committee, approved the decision to change the Company's independent accountants.

 For
the period from engagement with GreenGrowth on November 7, 2023 through April 12, 2024, the Company had no disagreements with GreenGrowth
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of GreenGrowth, would have caused GreenGrowth to make reference thereto in connection with its report. GreenGrowth did not
issue any reports with respect to the fiscal year end for the Company as of April 12, 2024.

the two most recent fiscal quarters and through April 12, 2024, the Company did not experience any reportable events (as defined in Item
304(a)(1)(v) of Regulation S-K), except that management of the Company discussed with GreenGrowth the continued existence of material
weaknesses in the Company's internal control over financial reporting.

the Company's fiscal year ending June 30, 2023 and 2022, respectively, and through April 12, 2024, neither the Company nor anyone
on the Company's behalf consulted with GreenGrowth regarding any of the following:

 (i)
either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion
that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the
Company that GreenGrowth concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing
or financial reporting issue; or

 (ii)
any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions
to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

 Item
9A. Controls and Procedures.

 Definition
and Purpose of Disclosure Controls and Procedures

 Disclosure
controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized, and reported within the time periods
specified by the SEC's rules and forms. These controls also ensure that such information is accumulated and communicated to our
Chief Executive Officer (our principal executive and financial officer) and other members of management as appropriate, to enable timely
decisions regarding required disclosures.

 In
practice, effective disclosure controls encompass a framework of policies, procedures, reporting calendars, and certifications intended
to:

 Capture
 material financial and non-financial information across business units;

 Assess
 disclosure obligations under SEC rules, including Regulation S-K and Regulation S-X;

 Provide
 management with a reliable basis for making timely judgments regarding disclosure; and

 Support
 certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

 Definition
and Purpose of Internal Control over Financial Reporting

 Internal
control over financial reporting ("ICFR") is a process designed by, or under the supervision of, our Chief Executive Officer,
and effected by our Board of Directors, management, and other personnel. The objective of ICFR is to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP.

 Key
elements of ICFR include:

 Recordkeeping:
 Maintenance of books and records in reasonable detail to accurately and fairly reflect transactions
 and asset dispositions;

 Authorization:
 Controls ensuring that receipts and expenditures are made only in accordance with authorizations
 of management and the Board;

 Financial
 Reporting: Processes that ensure timely, complete, and accurate preparation of financial
 statements in conformity with U.S. GAAP; and

 Asset
 Protection: Controls designed to prevent or detect unauthorized use, acquisition, or
 disposition of assets that could materially impact the financial statements.

 Limitations
of Controls

acknowledges that no system of disclosure controls or ICFR can provide absolute assurance against error or fraud. Limitations include
human error, collusion, management override, and cost-benefit constraints. Accordingly, even systems deemed effective can provide only
"reasonable assurance" that control objectives are achieved. Furthermore, projections of any evaluation to future periods
carry risk, as controls may become inadequate due to changes in conditions, staffing, or compliance.

 Evaluation
of Disclosure Controls and Procedures

 Our
Chief Executive Officer, with the participation of management, evaluated the effectiveness of our disclosure controls and procedures
as of June 30, 2025, as required by Rule 13a-15(b) under the Exchange Act. This evaluation considered the design and operational effectiveness
of both manual and automated controls intended to ensure the reliability and timeliness of disclosures.

 Based
on this evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures were not effective as of
June 30, 2025. The primary deficiencies contributing to this conclusion include:

 Insufficient
 Personnel: We lack full-time accounting and financial reporting staff with appropriate
 U.S. GAAP and SEC reporting expertise. This resource constraint limits segregation of duties
 and reduces independent review over financial close processes.

 Over-Reliance
 on Senior Management: Due to the small size of our finance function, certain control
 activities rely disproportionately on our Chief Executive Officer, limiting independent checks
 and balances.

 Manual
 Processes: Our financial reporting systems are heavily dependent on manual entries and
 reconciliations, increasing the risk of undetected error.

 Limited
 Disclosure Review Process: We do not currently have a robust multi-level disclosure committee
 structure in place, which constrains our ability to independently challenge and validate
 disclosure judgments.

Plan to Address Deficiencies

intends to remediate these deficiencies as financial resources permit by:

 Hiring
 or contracting additional accounting and financial reporting personnel;

 Expanding
 the use of external consultants to review complex accounting areas and SEC filings;

 Enhancing
 procedures for disclosure review and establishing a formal disclosure committee; and

 Investing
 in systems and tools to reduce reliance on manual processes.

 Until
these steps are completed, management cannot conclude that our disclosure controls and procedures are effective.

Annual Report on Internal Control over Financial Reporting

 Responsibility
for Internal Control

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR") for
the Company, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. ICFR is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally
accepted accounting principles ("U.S. GAAP").

recognizes that a sound system of internal controls requires oversight by the Board of Directors, clear policies and procedures, segregation
of duties, independent review, and continuous monitoring. Our system of ICFR is intended to ensure that:

 are maintained in sufficient detail to accurately and fairly reflect transactions and dispositions
 of assets;

 Transactions
 are recorded in conformity with U.S. GAAP to permit the preparation of timely and reliable
 financial statements;

 Receipts
 and expenditures are made only with appropriate authorization of management and the Board
 of Directors; and

 Unauthorized
 acquisition, use, or disposition of Company assets that could have a material effect on the
 financial statements is prevented or detected on a timely basis.

 Inherent
Limitations of Internal Control

 Because
of inherent limitations, ICFR cannot provide absolute assurance of preventing or detecting misstatements. Limitations include human error,
management override, collusion, and the cost of controls relative to expected benefits. Further, conditions may change over time, causing
controls to become less effective, and compliance with procedures may deteriorate. Accordingly, even effective ICFR can provide only
"reasonable assurance" of achieving its objectives.

 Framework
and Evaluation Methodology

conducted its assessment of the effectiveness of our ICFR as of June 30, 2025, using the Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

 This
framework evaluates internal control across five integrated components:

 1.
 Control
 Environment – tone at the top, integrity, and governance;

 2.
 Risk
 Assessment – identification and analysis of risks relevant to financial reporting;

 3.
 Control
 Activities – policies and procedures designed to mitigate risks;

 4.
 Information
 and Communication – systems to capture and communicate relevant financial information;
 and

 5.
 Monitoring
 Activities – ongoing evaluations of the effectiveness of controls.

 Results
of Management's Assessment

 Based
on this evaluation, management concluded that our ICFR was not effective as of June 30, 2025 due to the existence of material
weaknesses, including:

 Insufficient
 Financial Reporting Personnel: We have a limited number of employees dedicated to accounting
 and financial reporting. This lack of resources restricts segregation of duties and increases
 reliance on senior management for multiple review and approval functions.

 Complex
 Financial Instruments: We have issued convertible debt, preferred stock, and derivative
 instruments requiring complex accounting and valuation. Our reliance on third-party consultants
 and limited internal expertise creates a heightened risk of misstatement.

 Accounting and Goodwill Valuation: Recent acquisitions required complex purchase price
 allocations and valuation of goodwill and intangibles. The subsequent impairment of goodwill
 shortly (approximately one year for FHVH) after recognition demonstrates deficiencies in
 due diligence and control activities over acquisition accounting.

 Information
 Technology and Systems Limitations: Our financial reporting systems are not fully automated
 and rely heavily on manual processes, increasing the risk of error and limiting timely monitoring
 activities.

 Resource
 Constraints: Our working capital deficit and limited liquidity impair our ability to
 invest in strengthening our ICFR framework, including recruitment of qualified personnel,
 implementation of enhanced financial systems, and engagement of external advisors on a recurring
 basis.

 Because
of these material weaknesses, management cannot conclude that our ICFR was effective as of June 30, 2025.

 Auditor
Attestation

 This
Annual Report does not include an attestation report of our independent registered public accounting firm regarding ICFR. Management's
assessment of ICFR was not subject to attestation pursuant to rules applicable to issuers that are not "large accelerated filers"
or "accelerated filers" under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

in Internal Controls over Financial Reporting

 There
were no changes in the internal controls over our 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.

 Item
9B. Other Information

 Not
applicable.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III.

 Item
10. Directors, Executive Officers and Corporate Governance.

 The
following table sets forth the name, age and position of each of our executive officers and directors as of the date of this report:

 Name

 Age

 Position(s)

 Jimmy
 Chan

 Chief
 Executive Officer

 James

 Chairman
 of the Board of Directors, Chief Operating Officer, Director

 Lei

 Chief
 Revenue Officer, Director

 Christopher
 Dieterich

 Independent

 Morse

 Independent

 Ried
 Floco

 President,

 Background
of Executive Officers and Directors

 Jimmy
Chan

 Mr.
Chan has served as Chief Executive Officer of Nightfood Holdings, Inc. since April 29, 2025. Jimmy Chan is a seasoned entrepreneur and
business leader with over two decades of experience spanning real estate, lending, foodservice packaging, legal cannabis, software development,
manufacturing, international trade, and healthcare. As the founder of CarryOutSupplies.com and a recognized innovator in hospitality
operations, supply chain logistics, and customer experience, Mr. Chan brings a proven ability to scale businesses and capture emerging
opportunities. He now leads Nightfood Holdings d/b/a TechForce Robotics' bold expansion into AI-driven automation and service robotics
within the hospitality and foodservice sectors.

 Mr.
Chan specializes in preparing private companies for public listing, navigating capital markets, executing mergers and acquisitions, and
leading operational transformations. His leadership is defined by innovation, strategic execution, and a relentless commitment to building
sustainable, long-term value. Outside of his professional endeavors, Mr. Chan is passionate about family, community leadership, and philanthropy.

 James

 Mr.
Steigerwald has served as the Chief Operating Officer since March 25, 2025 and a director since January 21, 2025. He is a seasoned entrepreneur
with three decades of experience. He served as Chief Marketing Officer of Nug Avenue from January 2021 to February 2022 and as its General
Manager from February 2022 to March 2024. Mr. Steigerwald played a key role in Nug Avenue's growth during the COVID pandemic. Before
entering the cannabis industry, Mr. Steigerwald worked in the real estate and mortgage sector, eventually starting his own mortgage brokerage
in 2003. However, following the 2008 mortgage crisis, he shifted his focus to consulting and became a principal in various industries,
specializing in marketing, sales, and operations. Since July 2012, Mr. Steigerwald has owned SwiftLead, Inc., a sales, business operations,
and marketing consulting firm. From July 2017 to March 2020, he owned 3JE, Inc., an AT&T Direct TV and cell phone reseller. From
February 2019 to December 2019, he owned ESSRW, Inc., an equestrian equipment manufacturer and repairer. From January 2021 to October
2023, Mr. Steigerwald served as Chief Operating Officer of Sugarmade, Inc., a company formerly quoted on the OTC, which wholly-owned
SWC until Nightfood Holdings acquired SWC in September 2024.

 Lei

 Mr.
Wang has served as the Chief Revenue Officer since April 29, 2025 and has served as a director since February 2, 2024. He previously
served as the Chief Executive Officer of the Company from February 2, 2024 through April 30, 2025. Mr. Wang founded and has served as
chief executive officer of Future Hospitality Ventures Holdings Inc., a service robots distribution company to address operational inefficiencies
in the hospitality industry, since October 28, 2023. On October 17, 2017, Mr. Wang established, and acted as executive director of, Intelligent
Ventures Group Inc., which specializes in scaling and reviving California's early-stage and distressed small businesses through
turnkey management. On March 1, 2019, Mr. Wang joined Tri Cascade Inc. as the Executive Director of Business Development, an early-stage
IoT device manufacturing and smart device development company focusing on deploying Outdoor Air Quality Monitor applications to address
high-density urban air population concerns. On March 2, 2020, Mr. Wang joined Komfort IQ as the Chief Revenue Officer, an IoT startup
enhancing energy efficiency in commercial office spaces by up to 60%. On January 5, 2022, Mr. Wang joined Retrofitek Inc., a startup
distribution company innovating in the HVAC sector with energy-saving coating technologies, as the interim CEO. Mr. Wang studied Political
Science at the University of California, Santa Barbara, and obtained degrees in Consumer Behavior and Business Administration from the
University of North Texas. Mr. Wang's history in managing, launching, and growing companies that address critical challenges uniquely
positions him as a qualified board member. NGTF believes that Mr. Wang's strategic vision, combined with his operational experience,
will contribute to creative problem-solving, business development, fundraising, and overall management.

 Christopher
Dieterich

 Mr.
Dieterich is qualified to serve as a Director by way his extensive legal and business experience. He graduated from Virginia Polytechnic
Institute in 1969 (BS Engineering), University of California at Berkeley 1970 (MS Engineering) on full scholarship by Ford Foundation;
and the University of California at Los Angeles in 1979 (JD Law/MS Economics), pursuant to grant from Olin Foundation. He operates a
law firm that specializes in Securities and Exchange Commission filings and venture capital arrangements, and currently represents 15
reporting public entities. The firm has participated in capital raises for over 50 clients, and hundreds of millions of dollars for those
clients. The Board believes Mr. Dieterich will add significant value to not only corporate governance, but also to operational and capital
acquisition efficiency.

 Mr.
Dieterich has served as an independent director since January, 2025.

Morse

 Mr.
Morse has served as an independent director since August 16, 2021. Mr. Morse was co-founder and original President of 5-Hour Energy (Living
Essentials, LLC) Mr. Morse has served as the manager of Liquid OTC LLC (doing business as LOL), a company specializing in functional
candy and oral care products, since January 2011. In addition, he has served since August 2005 as the manager of Alina Healthcare Products,
LLC, a consumer-packaged goods development and distribution company. From July 2014 through October 2019, Mr. Morse was the Founder and
CEO of Strategy & Execution Inc., a consumer packaged goods development and distribution company. From May 1999 through December
2005, Mr. Morse served as the President of Living Essentials LLC, the parent company of both 5-Hour Energy and Chaser. He was responsible
for the development and launch of those brands, including implementation of sales & marketing strategies to build brands in new categories,
the national retail rollout of the product lines, and the recruitment and development of the core management team. He holds a B.A. from
Michigan State University with a major in accounting/business. The Company believes that Mr. Morse is qualified as a Board member of
the Company because of his management, marketing and business development skills in the consumer goods industry, and his experience as
founder of 5-Hour Energy.

 Term
and Family Relationships

 Our
directors currently have terms which will end at our next annual meeting of the stockholders or until successors are elected and qualify,
subject to their prior death, resignation or removal. Officers serve at the discretion of the Board of Directors.

 No
family relationships exist among our officers, directors and consultants.

 Legal
Proceedings

 To
the best of our knowledge, no officer, director, or persons nominated for these positions, and no promoter or significant employee of
our corporation has been involved in legal proceedings that would be material to an evaluation of our management. We are not currently
aware of any creditor disputes, vendor collection actions, or shareholder claims.

 Code
of Ethics

 We
recognize the importance of maintaining high ethical standards in the conduct of our business and compliance with applicable laws and
regulations. The Company is in the process of finalizing a formal written Code of Ethics that will apply to our Chief Executive Officer
(who also serves as our principal financial and accounting officer), our directors, and all employees.

 This
Code of Ethics, once formally adopted, will be designed to promote:

 Honest
 and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;

 Full,
 fair, accurate, timely, and understandable disclosure in reports and documents that the Company
 files with, or submits to, the SEC and in other public communications;

 Compliance
 with applicable governmental laws, rules, and regulations;

 Prompt
 internal reporting of violations of the Code to appropriate persons identified therein; and

 Accountability
 for adherence to the Code.

 We
expect to adopt the Code of Ethics in the near term and will make a copy available to stockholders upon request and, if applicable, through
our corporate website. Any amendments to or waivers of the Code of Ethics applicable to our Chief Executive Officer or other covered
officers will be disclosed promptly as required by SEC rules.

 Insider
Trading Policy

 The
Company recognizes the importance of safeguarding against the improper use of material nonpublic information and maintaining the integrity
of the securities markets. We are in the process of finalizing a formal Insider Trading Policy that will apply to all directors, officers,
employees, and consultants of the Company.

 The
policy will be designed to:

 Prohibit
 trading in the Company's securities while in possession of material nonpublic information;

 Establish
 trading "blackout periods" and pre-clearance procedures for directors, officers,
 and designated employees;

 Prohibit
 short sales, hedging, and other speculative transactions in Company securities; and

 Provide
 guidance on recognizing and avoiding unlawful "tipping" of confidential information
 to others.

 We
 expect to formally adopt this Insider Trading Policy in the near term.
Once adopted, the policy will be distributed to all covered individuals, who will be required to acknowledge receipt and compliance.

 CORPORATE
GOVERNANCE

 Board
of Directors

the fiscal year ended June 30, 2025, Messrs. Steigerwald, Wang, Dieterich and Floco were appointed to our Board of Directors.

 Committees

 Our
board of directors does not currently have an audit committee, compensation committee or nominating and corporate governance committee.

 The
board of directors does not have an audit committee financial expert. The board of directors has not yet recruited an audit committee
financial expert to join the board of directors.

Independence

 We
use the definition of "independence" of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2)
provides that an "independent director" is a person other than an officer or employee of the company or any other individual
having a relationship, which, in the opinion of the Company's Board, would interfere with the exercise of independent judgment
in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent
if:

 The
 director is, or at any time during the past three years was, an employee of the company;

 The
 director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of
 twelve consecutive months within the three years preceding the independence determination (subject to certain exclusions, including,
 among other things, compensation for board or board committee service);

 The
 director or a family member of the director is, or at any time during the past three years was, an executive officer of the company;

 The
 director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to
 which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed
 5% of the recipient's consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

 The
 director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three
 years, any of the executive officers of the company served on the compensation committee of such other entity; or

 The
 director or a family member of the director is a current partner of the company's outside auditor, or at any time during the
 past three years was a partner or employee of the company's outside auditor, and who worked on the company's audit.

 The
Board has determined that of the current directors, Mr. Dieterich and Mr. Morse would qualify as independent directors as that term is
defined in the listing standards of The NASDAQ Capital Market if we were listed on The NASDAQ Capital Market.

 Delinquent
Section 16(a) Beneficial Ownership of Reporting

 Section
16(a) of the Securities Exchange Act requires officers and directors, and persons who beneficially own more than ten (10%) percent of
a class of equity securities registered pursuant to Section 12 of the Exchange Act, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and the principal exchange upon which such securities are traded or quoted. Reporting Persons
are also required to furnish copies of such reports filed pursuant to Section 16(a) of the Exchange Act to the Company. Based solely
on our review of reports filed with the SEC pursuant to Section 16(a) of the Exchange Act, we believe that the following forms were not
filed on a timely basis: [(a) Form 3 and Form 4 as to two transactions by Mr. Lei Sonny Wang; (b) Form 3 as to one transaction by Mr.
Jimmy Chan; (c) ]

 ITEM
11. EXECUTIVE COMPENSATION

Compensation Table

 The
following table sets forth the cash and non-cash annual remuneration of our executive officers during our past two fiscal years:

 Name and Principal
 Position

 Fiscal
 Year

 Fees
 earned or paid in cash

 Bonus

 Stock
 Awards

 Option
 Awards

 Non-Equity
 Incentive
 Plan

 Nonqualified
 Earnings

 All
 Other

 Total

 Sean Folkson,
 former CEO (1)

 2025

 $

 -

 $
 -

 2024

 $
 70,000

 -

 -

 -

 -

 -

 -

 $
 70,000

 Lei Sonny Wang

 2025

 $
 100,000

 -

 $
 91,800

 191,800

 former CEO (2)

 2024

 $

 -

 -

 -

 -

 -

 -

 $

 2025

 $

 -

 $
 91,800

 $
 121,800

 CEO (3)

 2024

 -

 -

 -

 -

 -

 -

 -

 -

 James Steigerwald COO (4)

 2025

 $

 -

 $
 64,260

 $
 -

 2024

 $

 -

 -

 -

 -

 -

 -

 -

 Ried Floco COO (5)

 2025

 $

 -

 $
 122,400

 $
 -

 2024

 $

 -

 -

 -

 -

 -

 -

 -

 (1)

 On
 February 2, 2024 Mr. Folkson resigned as CEO and director. During the fiscal year ended June 30, 2024, Mr. Folkson invoiced cash
 compensation of $70,000.

 (2)

 Lei
 Sonny Wang served as CEO from February 2, 2024 through April 30, 2025. Mr. Wang invoiced $50,000 as consulting fees for fiscal 2024.

 (3)

 Jimmy
 Chan was appointed CEO on April 29, 2025.

 (4)

 James
 Steigerwald was appointed COO effective March 25, 2025.

 (5)

 Ried
 Floco was appointed President and Director effective April 29, 2025

 (6)

 Li
 Sonny Wang received 15,000 shares of Series C, preferred stock. These shares are convertible at a rate of 1:6,000 common shares.
 The closing price on the date of grant was $0.0068/share. During this period, the shares vested were from April - June 2025. The
 vesting period is 20 months.

 (7)

 Jimmy
 Chan received 15,000 shares of Series C, preferred stock. These shares are convertible at a rate of 1:6,000 common shares. The closing
 price on the date of grant was $0.0068/share. During this period, the shares vested were from April - June 2025. The vesting period
 is 20 months.

 (8)

 James
 Steigerwald received 10,500 shares of Series C, preferred stock. These shares are convertible at a rate of 1:6,000 common shares.
 The closing price on the date of grant was $0.0068/share. During this period, the shares vested were from April - June 2025. The
 vesting period is 20 months.

 (9)

 Ried
 Flocco received 20,000 shares of Series C, preferred stock. These shares are convertible at a rate of 1:6,000 common shares. The
 closing price on the date of grant was $0.0068/share. During this period, the shares vested were from April - June 2025. The vesting
 period is 20 months.

 Outstanding
Equity Awards

 No
grants of stock options or stock awards were made during the fiscal years ended June 30, 2024 and 2025 to our named executive officers
other than the stock awards disclosed in the Executive Compensation Table above. We have no stock options outstanding.

 Long
Term Incentive Plans

 There
are no arrangements or plans in which we provide pension, retirement, or similar benefits for directors or executive officers. We do
not maintain 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. During the fiscal years ended June 30, 2024 and 2025, no grants of stock options were made, and we have no stock
options outstanding. Compensation to our named executive officers during these periods consisted primarily of cash payments and stock
awards, as reflected in the Executive Compensation Table above.

 Starting
in Fiscal Year 2025, we commenced paying our independent directors a cash fee of $1,500 on a quarterly basis. In addition, upon their
appointment, each of our independent directors is entitled to an annual grant of either restricted stock or warrants to purchase common
stock, based on the closing price of our common stock on the date of grant. Accordingly, our independent directors were granted different
amounts of securities depending on when they were appointed due to fluctuations in our stock price.

 The
following table below sets forth the compensation earned by our directors for service on our Board of Directors during the years ended
June 30, 2024 and 2025:

 Name

 Fees

 earned
 or paid

 in cash

 $

 Stock

 Awards
 $

 Option

 Award
 $

 Non-Equity

 Incentive
 Plan
 $

 Nonqualified

 Earnings
 $

 All
 Other
 $

 Total

 $

 2025

 James

 3,000

 11,000
 (3)

 14,000

 Lei

 1,500

 5,500
 (3)

 7,000

 Christopher
 Dieterich

 3,000

 11,000
 (3)

 14,000

 Ried
 Floco

 1,000

 3,667
 (3)

 4,667

 Morse

 6,000

 22,000
 (3)

 28,000

 2024

 Thanuja
 Hamilton, MD

 12,000

 16,000
 (1)

 –

 –

 –

 –

 28,000

 Nisa
 Amoils

 12,000

 –

 –

 –

 –

 2,500
 (2)

 14,500

 Morse

 12,000

 16,000
 (1)

 –

 –

 –

 –

 28,000

 Sean
 Folkson

 6,000

 8,000
 (1)

 –

 –

 –

 –

 14,000

 (1)

 Represents
 cash value of unissued stock awards under terms of agreement for annual service as a director

 (2)

 Represents
 fair value of 100,000 5 year warrants issued October 1, 2023 which vested quarterly through June 30, 2024 and are exercisable at
 $0.0425 per share

 (3)

 Each
 director is entitled to received $22,000 annually in the form of common stock, based upon their respective service start date in
 the year of grant (pro-rata on a monthly basis). These shares currently remain unissued.

 Employment/Consulting
Agreements

 Jimmy
Chan

 On
March 25, 2025, the Company entered into an Independent Contractor Agreement with Jimmy Chan pursuant to which Mr. Chan provided consulting
services to the Company, including support for mergers and acquisitions, capital markets initiatives, and strategic growth planning.
Under the agreement, Mr. Chan was entitled to a monthly consulting fee of $15,000 and was granted 15,000 shares of the Company's
Class C Preferred Stock, subject to milestone-based vesting tied to the consummation of specified acquisitions, uplisting of the Company
to a national exchange, and achievement of shareholders' equity in excess of $40 million as reported in the Company's SEC
filings.

 Effective
April 29, 2025, Mr. Chan was appointed as Chief Executive Officer of the Company. In connection with his appointment, the Company and
Mr. Chan entered into an employment agreement providing for the same economic compensation terms as his March 25, 2025 consulting agreement.

 On
June 12, 2025, the Company and Mr. Chan executed an Amendment to Schedule A of his Restricted Stock Award Agreement. The amendment revised
the vesting schedule such that the granted shares vest in equal monthly installments over a 20-month period commencing April 1, 2025,
subject to acceleration upon the achievement of specified performance milestones. The amendment further provides that if no milestones
are achieved by November 25, 2026, the Company retains the discretion to claw back shares that vested solely under the time-based mechanism

 James

 In
connection with Mr. Steigerwald's appointment as Chief Operating Officer, NGTF and Mr. Steigerwald entered into an employment agreement
effective as of March 25, 2025. Pursuant to the Agreement, the Company agreed to pay Mr. Steigerwald an annual base salary of $120,000
and to issue 10,500 shares of the Company's Series C Preferred Stock (the "Restricted Stock"), which shares shall vest
in 3 equal increments upon the achievement of performance milestones as set forth in the Restricted Stock Award Agreement dated March
25, 2025 (the "Award Agreement"), attached as Exhibit A to the Agreement. Any unvested shares will be subject to forfeiture
upon termination of the Agreement.

 On
June 12, 2025, the Company and Mr. Chan executed an Amendment to Schedule A of his Restricted Stock Award Agreement. The amendment revised
the vesting schedule such that the granted shares vest in equal monthly installments over a 20-month period commencing April 1, 2025,
subject to acceleration upon the achievement of specified performance milestones. The amendment further provides that if no milestones
are achieved by November 25, 2026, the Company retains the discretion to claw back shares that vested solely under the time-based mechanism

 Lei

 In
connection with his appointment as Chief Executive Officer, on March 25, 2025, the Company entered into an Employment Agreement with
Lei "Sonny" Wang. The agreement provided for an initial one-year term beginning on March 25, 2025, with automatic one-year
renewals unless either party gave at least 30 days' prior written notice of non-renewal. Under the agreement, Mr. Wang was entitled
to an annual base salary of $120,000, payable in monthly installments, and was granted 15,000 shares of the Company's Series C
Preferred Stock, subject to milestone-based vesting as follows: 5,000 shares upon the signing of the 40th service robot under Future
Hospitality Ventures Holdings ("FHVH"), 5,000 shares upon the signing of the 80th service robot, and 5,000 shares upon the
signing of the 120th service robot.

 Effective
April 29, 2025, Mr. Wang resigned as Chief Executive Officer and was appointed Chief Revenue Officer of the Company. His March 25, 2025
Employment Agreement remained in effect, with only his title updated; all economic terms remained unchanged.

 On
June 12, 2025, the Company and Mr. Wang executed an Amendment to Schedule A of his Restricted Stock Award Agreement. The amendment revised
the vesting schedule such that the granted shares vest in equal monthly installments over a 20-month period commencing April 1, 2025,
subject to acceleration upon the achievement of specified performance milestones. The amendment further provides that if no milestones
are achieved by November 25, 2026, the Company retains the discretion to claw back shares that vested solely under the time-based mechanism

 Reid
Floco

 On
March 25, 2025, the Company entered into an Independent Contractor Agreement with Ried Floco pursuant to which Mr. Floco provided consulting
services to the Company, including originating mergers and acquisitions, supporting the deployment of service robots, overseeing the
TechForce Robotics team, and leading strategic growth initiatives. Under the agreement, Mr. Floco was entitled to a monthly consulting
fee of $15,000 and was granted 20,000 shares of the Company's Series C Preferred Stock, subject to milestone-based vesting as follows:
(i) 7,500 shares upon consummation of the SWC Group, Inc. and Skytech Automated Solutions acquisitions; (ii) 5,000 shares upon Skytech
securing contracts for 80 service robots with recurring revenue; and (iii) 7,500 shares upon Skytech securing contracts for 120 service
robots with recurring revenue.

 Effective
April 29, 2025, Mr. Floco was appointed as President and Director of the Company. The Company intends, at the earliest practicable time,
to enter into an executive employment agreement with Mr. Floco that will mirror the compensation and equity provisions set forth in his
March 25, 2025 consulting agreement.

 On
June 12, 2025, the Company and Mr. Floco executed an Amendment to Schedule A of his Restricted Stock Award Agreement. The amendment revised
the vesting schedule such that the granted shares vest in equal monthly installments over a 20-month period commencing April 1, 2025,
subject to acceleration upon the achievement of specified performance milestones. The amendment further provides that if no milestones
are achieved by November 25, 2026, the Company retains the discretion to claw back shares that vested solely under the time-based mechanism.

 Termination
of Employment

 Other
than as disclosed herein, the Company has not entered into any compensatory plans or arrangements, including payments to be received
from the Company, with respect to any named executive officer that would result in payments upon resignation, retirement, or other termination
of employment. The agreements disclosed for Messrs. Chan, Floco, and Wang contain only the equity vesting and claw back provisions described
above and do not provide for any additional severance, change-in-control, or other termination benefits.

 Limits
on Liability and Indemnification

 We
provide directors and officers insurance for our current directors and officers.

 Our
by-laws provide that our company shall indemnify its officers and directors to the fullest extent allowed by law for any liability including
reasonable costs of defense arising out of any act or omission of any officer or director on behalf of the company to the full extent
allowed by the laws of the State of Nevada and any amendment to Nevada law, whether effected by the Nevada Revised Statutes or judicial
decision or otherwise, which allows for further indemnification of officers or directors after the date of our by-laws automatically
adopted by our company without further act. Insofar as indemnification for liabilities under the Securities Act may be permitted to our
directors, officers, and controlling persons under the foregoing provisions or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

 Family
Relationships

 There
are no family relationships among any of our executive officers or directors.

 Board
Composition

 Our
business and affairs are managed under the direction of our board of directors, three of whom are considered independent. Our current
directors will continue to serve as directors until their resignation, removal or successor is duly elected.

 Involvement
in Certain Legal Proceedings

 As
of the filing of this Annual Report on Form 10-K, there are no legal proceedings, and during the past ten years there have been no legal
proceedings, that are material to an evaluation of the ability or integrity of any of our directors, director nominees or executive officers.

 Committees
of Our Board of Directors

 Our
board of directors has not established any committees. We do not currently have an audit committee.

 Risk
and Compensation Policies

 We
have analyzed our compensation programs and policies to determine whether those programs and policies are reasonably likely to have a
material adverse effect on us.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
information in the following table sets forth the beneficial ownership of our shares of common stock as of September 29, 2025 by: (i)
our officers and directors; (ii) all officers and directors as a group; (iii) each shareholder who beneficially owns more than 5% of
any class of our voting securities, including those shares subject to outstanding options.

 The
following table sets forth, as of October 14, 2025, certain information with respect to the beneficial ownership of our common stock
by each stockholder known by us to be the beneficial owner of more than 5% of any class of our voting securities and by each of our directors,
our named executive officers and by our executive officers and directors as a group.

 The
number of shares beneficially owned by each person, director, director nominee, or named executive officer is determined under rules
of the SEC; this information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes any shares for which the individual has sole or shared voting power or investment power and also any shares with respect
to which the person has the right to acquire sole or shared voting or investment power within 60 days of September 29, 2025, through
the conversion of shares of convertible preferred stock or the exercise of any stock option, warrant or other right.

 The
percentage of common stock beneficially owned is based on 151,941,921 shares issued and outstanding as of September 29, 2025. Unless
we indicate otherwise, each person has sole investment and/or voting power with respect to the shares set forth in the following tables.

 Unless
otherwise indicated, the address for each person listed below is: c/o Nightfood Holdings, Inc., 13501 South Main Street, Los Angeles,
California 90061.

 Name
 of

 Beneficial
 Owner

 Stock Owned

 Issuable upon Conversion (7)

 Total
 Beneficial

 Ownership

 Percentage
 of Common Stock Outstanding (10)

 -

 39,083,333

 39,083,333

 5.57
 %

 James Steigerwald

 -

 27,300,000

 27,300,000

 3.89
 %

 Ried Floco

 585,000

 56,260,000

 56,845,000

 8.10
 %

 Lei Sonny Wang

 -

 13,500,000

 13,500,000

 1.92
 %

 Christopher Dieterich

 -

 -

 -

 0.00
 %

 Thomas Morse

 216,494

 -

 216,494

 0.03
 %

 All directors and
 officers as a group (6 persons)

 801,494

 136,143,333

 136,944,827

 19.51
 %

 1-
 Chief
 Executive Officer and Chief Financial Officer

 2-
 Chairman
 and Chief Operating Officer

 3-
 President
 and Director

 4-
 Chief
 Revenue Officer and Director

 5-
 Independent

 6-
 Independent

 7-
 Represents
 shares of common stock issuable conversion of the Company's Series C, convertible preferred
 stock that is vested and exercisable. These shares can be converted into common stock at
 a rate of 1:6,000, and voted accordingly at June 30, 2025.

 8-
 Jimmy
 Chan has an equivalent 39,000,000 equivalent shares of common stock for shares vested for
 services rendered. Additionally, 83,333 fully vested shares were obtained in connection with
 the acquisition of SWC Group, Inc. on March 31, 2025 in which the shares were issued to Sugarmade,
 Inc. an entity controlled by Jimmy Chan.

 9-
 Ried
 Floco has an equivalent 56,250,000 equivalent shares of common stock for shares vested for
 services rendered. Additionally, 10,000 fully vested shares were obtained in connection with
 the acquisition of Skytech on March 31, 2025, an entity controlled by Ried Floco.

 10-
 Based
 on 702,054,354 shares of common stock outstanding as of June 30, 2025. For each individual,
 the percentage is calculated based on total shares outstanding plus any shares such individual
 has the right to acquire within 60 days.

in Control

 Our
management is not aware of any arrangements which may result in "changes in control" as that term is defined by the provisions
of Item 403(c) of Regulation S-K other than as set out below in Item 13 - Transactions with Related Parties, where Mr. Jimmy Chan, became
the Company's controlling shareholder as a result of a transaction whereunder our former controlling shareholder, Mr. Lei Sonny
Wang, transferred 1,000 shares of the Company's Series Super Voting A Preferred stock to Mr. Jimmy Chan pursuant to a securities
purchase agreement. These shares are not convertible into common stock, however, they provide the holder with 100,000,000 votes.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 We
consider "related party transactions" to be transactions between our Company and (i) a director, officer, director nominee
or beneficial owner of greater than five percent of our stock; (ii) the spouse, parents, children, siblings or in-laws of any person
named in (i); or (iii) an entity in which one of our directors or officers is also a director or officer or has a material financial
interest.

 Our
Board of Directors is vested with the responsibility of evaluating and approving any potential related party transaction, unless a special
committee consisting solely of independent directors is appointed by the Board of Directors. We do not have any formal policies or procedures
for related party transactions.

Independence

 We
have two independent directors, Christopher Dieterich and Thomas Morse.

 Transactions
with Related Parties

 We
did not have any related party transactions reportable under Item 404 of Regulation S-K.

 On
January 22, 2024, the Company, Future Hospitality Ventures Holdings Inc., a Nevada corporation, Sean Folkson as the holder of all issued
and outstanding Series A Preferred Stock of NGTF (the "NGTF Series A Shareholder") and Lei Sonny Wang, the sole shareholder
of FHVH (the "FHVH Shareholder") entered into a share exchange agreement (the "Exchange Agreement") whereby NGTF
agreed to acquire FHVH through a share exchange (the "Exchange") whereby FHVH became a wholly-owned subsidiary of NGTF.

to the Exchange Agreement, the FHVH Shareholder exchanged all 1,000 shares of common stock, $0.001 par value per share, of FHVH (the
"FHVH Common Stock") owned by him to NGTF for: (i) all 1,000 issued and outstanding shares of NGTF's Series Super Voting
A Preferred Stock held by the NGTF Series A Shareholder, and (ii) an aggregate of 13,333 newly issued shares of NGTF's Series C
Convertible Preferred Stock, each of which shall convert into 6,000 shares of common stock at $0.025 per share (the "Series C Preferred
Stock", and together with the Series A Super Voting Preferred Stock, the "NGTF Exchange Shares"). In addition, the
conversion terms of the Super Voting A Preferred Stock were concurrently amended by replacing Section 1 to alter the voting structure
of the Series A Preferred Stock. Pursuant to the Amended Series A Certificate of Designation, the shares of Series A Preferred Stock
will have a number of votes equal to (i) the number of votes then held or entitled to be made by all other equity securities of NGTF
plus (ii) one (1).

 The
Exchange Agreement was subject to certain closing conditions and contained customary representations, warranties and covenants. The consummation
of the Exchange was conditioned upon, among other things: Sean Folkson resigning as the Chief Executive Officer of NGTF, continuing to
serve as the President of Nightfood, Inc. through December 31, 2024, which may be extended, and continuing to serve as a director of
NGTF through, at a minimum, the company's first twelve (12) months on the NASDAQ Capital Market should a successful uplisting occur;
and the appointment of Lei Sonny Wang as a director and Chief Executive Officer of NGTF. The parties at the time of the transaction were
considered arm's length and the exchange agreement was valued at fair market value at the time of the transaction.

 The
total consideration for the transaction is valued at $1,304,437 and aforementioned agreements closed on February 2, 2024.

 Sean
Folkson has a consulting agreement which went into effect on December 1, 2023 and runs through December 31, 2024. The agreement contains
the potential for cash and equity bonuses should Nightfood, Inc. achieve certain revenue milestones. The Cash Performance Bonus shall
be equal to 2% of gross Nightfood, Inc. revenues, paid quarterly. The Equity Performance Bonus shall be paid in any quarter where gross
Nightfood, Inc. revenues exceed $250,000 and shall be paid in stock equal to 10% of the gross quarterly revenues for the bonus period,
based on the average closing priced for the last 10 trading days.

 On
February 2, 2024, Mr. Folkson, NGTF and Nightfood, Inc. entered into a consulting agreement (the "Consulting Agreement").
Pursuant to the Consulting Agreement, Mr. Folkson will (1) continue to serve as a director of NGTF, subject to shareholder approval,
for no less than the company's first twelve (12) months on the NASDAQ Capital Market should a successful uplisting occur, during
which time both NGTF and its board of directors will use its best effort to maintain Mr. Folkson's directorship and (2) will serve
as president of Nightfood, Inc. until December 31, 2024, which may date be extended. Mr. Folkson will receive cash and equity compensation
as a director commensurate with the compensation received by other directors. Unless either party provides the other written notice at
least 45 days before the end of the Consulting Agreement's term of its intention to terminate, then the Consulting Agreement will
renew automatically for one-year terms. The Consulting Agreement can be terminated for cause without notice. Upon termination of the
Consulting Agreement for any reason, Mr. Folkson will receive NGTF common stock with a market value equal to $125,000 based on the average
closing price for the last 10 trading days, which stock will be deemed fully earned as of the termination. Additionally, if the Consulting
Agreement is terminated prior to December 31, 2024, then Mr. Folkson will be entitled to continue to receive his Base Salary from the
termination date until December 31, 2024. If Mr. Folkson is removed as a director of NGTF earlier than one year after NGTF's successful
uplist to any national securities exchange, then he will receive NGTF common stock with a market value equal to $500,000 based on the
average closing price for the last 10 trading days, which stock will be deemed fully earned on the date he was removed from the Board.

 In
exchange for his services, Mr. Folkson will receive a minimum annual salary of $120,000, payable monthly. Mr. Folkson will be paid $6,000
per month of his Base Salary until NGTF completes a capital raise of not less than $1,000,000 or Nightfood, Inc. develops a monthly positive
cash flow greater than $10,000. Until the Financial Conditions are met, any unpaid portion of the Base Salary will accrue. Nightfood,
Inc. and NGTF have agreed that the entirety of the Base Salary will accrue between December 1, 2023 and February 29, 2024. The payments
of $6,000 will begin on March 1, 2024. Upon meeting the Financial Conditions or successfully uplisting to NASDAQ, the parties will create
a payment schedule to ensure payment of the full salary and accrued income within three to nine months, including $57,000 in consulting
fees owed to Mr. Folkson as of November 1, 2023 pursuant to a consulting agreement dated December 27, 2021 between Mr. Folkson and NGTF.
Mr. Folkson will be entitled to cash and equity bonuses based on certain conditions, beginning with the three-month period ending March
31, 2024 and quarterly thereafter. The cash bonus will equal 2% of Nightfood, Inc.'s revenues, including royalties, during the
quarterly period, which will be paid no later than 15 days after the close of the quarterly period to which it relates. The equity bonus
will be paid in any quarter where gross Nightfood, Inc. revenues exceed $250,000, commencing with the three-month period ending March
31, 2024 and quarterly thereafter. The equity bonus will be paid in NGTF common stock with a market value equal to 10% of gross quarterly
revenues for the applicable period, based on the average closing price for the last 10 trading days. Such stock shall be deemed fully
earned as of the last day of the applicable quarter and issued within 30 days of the end of the quarter. The cash and equity bonuses
will be paid during the term of the Consulting Agreement and for 36 months afterward. Should NGTF sell all shares of Nightfood, Inc.,
its business, or any rights to any other party to manufacture, market, and distribute products under the Nightfood brand name, then Mr.
Folkson will receive a cash bonus equal to 2% of the sale price and/or any royalties earned by NGTF or Nightfood, Inc. payable by NGTF
in cash or as a percentage of any securities received and an equity bonus equal to 10% of the sale price and/or any royalties earned
by NGTF or Nightfood, Inc. payable by NGTF in cash or as a percentage of any securities received (the "Sale Bonus"). The
Sale Bonus will be paid with respect to any transaction during the term of the Consulting Agreement or that is consummated within 36
months thereafter.

 In
connection with Mr. Lei Sonny Wang's appointment as chief executive officer, NGTF and Mr. Wang entered into an employment agreement
effective as of February 2, 2024. Pursuant to the Employment Agreement, Mr. Wang will serve his initial term beginning February 2, 2024
(the "Effective Date") ending on the earlier of (i) the one year anniversary of the Effective Date or (ii) the termination
of the Employment Agreement. The Initial Term will be automatically extended for additional one-year terms, unless NGTF or Mr. Wang provides
the other with notice, at least 30 days prior to the expiration of the current term, of its desire not to renew the Employment Agreement.
For his services, Mr. Wang will receive an annual base salary of $120,000, payable monthly beginning on the Effective Date. Until NGTF
completes an additional two mergers and a capital raise in excess of $1,000,000 gross proceeds, or NGTF has financial capabilities to
support the Base Salary, Mr. Wang will be paid $6,000 per month of the Base Salary, and the unpaid portion of the Base Salary will accrue.

 The
Employment Agreement may be terminated with or without cause by NGTF and may be terminated with or without good reason by Mr. Wang. If
NGTF terminates the agreement for cause, then NGTF will (i) pay Mr. Wang any unpaid Base Salary, benefits and any unreimbursed expenses
within 10 days after the termination date; (ii) any unvested portion of equity granted to Mr. Wang through any agreement, including restricted
stock awards, will be automatically forfeited; and (iii) both parties' rights and obligations will cease, other than rights or
obligations that arose prior to the termination date or in connection with the termination. If NGTF terminates the agreement without
cause, then NGTF will (i) pay Mr. Wang any Base Salary or other amounts accrued and any unreimbursed expenses incurred within 10 days
following the termination date; (ii) pay Mr. Wang a lump sum equal to the Base Salary that would have been paid to Mr. Wang for the remainder
of the Initial Term or Renewal Term within 10 days of the termination; (iii) any grant of equity made to Mr. Wang, to the extent not
vested, will automatically vest; and (iv) both parties' rights and obligations will cease, other than rights or obligations that
arose prior to the termination date or in connection with the termination. Should Mr. Wang terminate the Employment Agreement with good
reason, then he will be entitled to the benefits payable to him as if the Employment Agreement had been terminated without cause. If
Mr. Wang terminates the Employment Agreement without good reason, then he will be entitled to the benefits payable to him as if the Employment
Agreement had been terminated with cause.

 Other
than the above transactions, there have been no related party transactions, or any other transactions or relationships required to be
disclosed pursuant to Item 404 Regulation S-K. The Company is currently not a subsidiary of any company.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Fees
Billed to the Company in fiscal year 2025 and 2024

 The
following table sets forth the fees billed to us by our principal auditor Fruci & Associates II, PLLC ("Fruci") for professional
services rendered during the fiscal year ended June 30, 2025, Fruci, and our former principal auditor, for professional services rendered
during the fiscal year ended June 30, 2024:

 June

 June

 Audit
 fees (1)

 $
 103,500

 $
 57,000

 Audit
 related fees (2)

 -

 -

 Tax
 fees (3)

 -

 -

 All
 other fees

 -

 -

 Total
 fees

 $
 103,500

 $
 57,000

 (1)

 Audit
 Fees — Audit fees consist of fees billed for the audit of our annual financial statements and the review of the interim consolidated
 financial statements.

 (2)

 Audit-Related
 Fees — These consisted principally of the aggregate fees related to audits that are not included Audit Fees.

 (3)

 Tax
 Fees — Tax fees consist of aggregate fees for tax compliance and tax advice, including the review and preparation of our tax
 returns.

 (4)

 – N/A

 PART
IV.

 ITEM
15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

 (a)
 Financial Statements

 Our
financial statements as set forth in the Index to Consolidated Financial Statements attached hereto commencing on page F-1 are hereby
incorporated by reference.

 (b)
Exhibits

 The
following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed herewith or, as noted, incorporated by
reference herein.

 EXHIBIT

 Exhibit

 Exhibit
 Description

 2.1

 Share Exchange Agreement, dated March 31, 2025, with Skytech Automated Solutions Inc., and all of the shareholders of Skytech (incorporated by reference to the Registrant's Form 8-K filed with the Commission on April 2, 2025)

 3.1

 Articles
 of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (333-193347)
 filed with the Commission on January 13, 2014)

 3.2

 Articles
 of Amendment (Incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Commission
 on September 20, 2017)

 3.3

 Bylaws
 (Incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (333-193347) filed with the
 Commission on January 13, 2014)

 3.4

 Certificate
 of Designation – Series A Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Registrant's Current Report
 on Form 8-K filed with the Commission on July 17, 2018)

 3.5

 Certificate
 of Designation – Series B Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Registrant's Current Report
 on Form 8-K filed with the Commission on April 23, 2021)

 3.6

 Amendment
 to the Certificate of Designation of Preferences, Rights and Limitations of Series A Super Voting Preferred Stock(incorporated by
 reference to Exhibit 3.1 on the Registrant's Current Report on Form 8-K/A filed with the Commission on January 31, 2024)

 3.7

 Certificate
 of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock(incorporated by reference to Exhibit
 3.2 on the Registrant's Current Report on Form 8-K/A filed with the Commission on January 31, 2024)

 3.8

 Amendment
 to the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock(incorporated by
 reference to Exhibit 3.1 on the Registrant's Current Report on Form 8-K/A filed with the Commission on March 19, 2024)

 3.9

 Certificate
 of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock(incorporated by reference to Exhibit
 3.2 on the Registrant's Current Report on Form 8-K/A filed with the Commission on March 19, 2024)

 4.1

 Stock Purchase Warrant issued to Fourth Man, LLC dated as of June 29, 2023 (Incorporated by reference to Exhibit 10.47 on the Registrant's
 Annual Report on Form 10-K filed with the Commission on October 13, 2023).

 4.2

 Stock Purchase Warrant issued to Fourth Man, LLC dated as of August 28, 2023 (Incorporated by reference to Exhibit 10.52 on the Registrant's
 Annual Report on Form 10-K filed with the Commission on October 13, 2023).

 4.3

 issued to J.H. Darbie & Co., Inc. dated as of June 29, 2023 (incorporated by reference to Exhibit 4.3 on the Registrant's
 Quarterly Report on Form10-Q filed with the Commission on December 29, 2023)

 4.4

 issued to J.H. Darbie & Co., Inc. dated as of August 28, 2023 (incorporated by reference to Exhibit 4.6 on the Registrant's
 Quarterly Report on Form10-Q filed with the Commission on December 29, 2023)

 10.1

 Note issued to Fourth Man, LLC dated as of June 29, 2023 (Incorporated by reference to Exhibit 10.46 on the Registrant's Annual
 Report on Form 10-K filed with the Commission on October 13, 2023).

 10.2

 Note issued to Fourth Man, LLC dated as of August 28, 2023 (Incorporated by reference to Exhibit 10.51 on the Registrant's
 Annual Report on Form 10-K filed with the Commission on October 13, 2023).

 10.3

 Purchase Agreement with Mast Hill Fund, L.P. (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report
 on Form 8-K filed with the Commission on November 20, 2023)

 10.4

 Note dated with Mast Hill Fund, L.P. (Incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form
 8-K filed with the Commission on November 20, 2023)

 10.5

 Purchase Agreement dated as of June 29, 2023 between the Company and Fourth Man, LLC (Incorporated by reference to Exhibit 10.45
 on the Registrant's Annual Report on Form 10-K filed with the Commission on October 13, 2023).

 10.6

 Purchase Agreement dated as of August 28, 2023 between the Company and Fourth Man, LLC (Incorporated by reference to Exhibit 10.50
 on the Registrant's Annual Report on Form 10-K filed with the Commission on October 13, 2023).

 10.7

 Purchase Agreement with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 on the Registrant's Current Report
 on Form 8-K filed with the Commission on December 12, 2023)

 10.8

 Note with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.2 on the Registrant's Current Report on Form 8-K filed
 with the Commission on December 12, 2023)

 10.9

 Share
 Exchange Agreement by and among Nightfood Holdings, Inc., Future Hospitality Ventures Holdings Inc., Sean Folkson as the holder of
 the Series A Preferred Stock of NGTF and the sole shareholder of FHVH dated January 22, 2024. (incorporated by reference to Exhibit
 10.1 on the Registrant's Current Report on Form 8-K filed with the Commission on January 26, 2024)

 10.10

 Purchase Agreement with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 on the Registrant's Current Report
 on Form 8-K filed with the Commission on January 29, 2024)

 10.11

 Note dated January 24, 2024 with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.2 on the Registrant's Current
 Report on Form 8-K filed with the Commission on January 29, 2024)

 10.12++

 Consulting
 Agreement between Nightfood Holdings, Inc. and Sean Folkson, dated February 2, 2024. (incorporated by reference to Exhibit 10.1 on
 the Registrant's Current Report on Form 8-K filed with the Commission on February 2, 2024)

 10.13++

 Employment
 Agreement between Nightfood Holdings, Inc. and Lei Sonny Wang, dated February 2, 2024. (incorporated by reference to Exhibit 10.2
 on the Registrant's Current Report on Form 8-K filed with the Commission on February 2, 2024)

 10.14

 Letter
 Agreement between Fourth Man, LLC and Nightfood Holdings, Inc. dated February 1, 2024 (incorporated by reference to Exhibit 10.1
 on the Registrant's Current Report on Form 8-K filed with the Commission on March 19, 2024)

 10.15

 Purchase Agreement with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 on the Registrant's Current Report
 on Form 8-K filed with the Commission on March 20, 2024)

 10.16

 Note dated March 12, 2024 with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.2 on the Registrant's Current
 Report on Form 8-K filed with the Commission on March 20, 2024)

 10.17

 Purchase Agreement with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 on the Registrant's Current Report
 on Form 8-K filed with the Commission on May 15, 2024)

 10.18

 Note dated May 5, 2024 with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.2 on the Registrant's Current Report
 on Form 8-K filed with the Commission on May 15, 2024)

 10.19

 Description of Letter Agreement dated July 22,2024 with Fourth Man, LLC amending the right to adjustment of the conversion price of certain promissory notes (incorporated by reference to Form 8K file with the Commission on July 26, 2024

 10.20

 Share
 Exchange Agreement dated September 4, 2024 with Nightfood Holdings, Inc., Future Hospitality Ventures Holdings Inc., SWC Group, Inc.
 and Sugarmade, Inc. (incorporated by reference to the Registrant's Current Report on Form 8-K filed with the Commission on
 September 10, 2024)

 10.21

 Promissory Note dated September 23, 2024 with Mast Hill Fund, L.P (incorporated by reference to the Registrant's Form 10-K filed with the Commission on December 27, 2024)

 10.22

 Securities Purchase agreement dated September 23, 2024 with Mast Hill Fund LP (incorporated by reference to the Registrant's Form 10K filed with the Commission on December 27, 2024)

 10.23

 Share Exchange Agreement dated September 30, 2025 with Treasure Mountain Holdings, LLC, d/b/a Hilton Garden Inn, SBZ Industry Investment Inc., Xu Shunping, and Xu Lian (incorporated by reference to the Registrant's Form 8-K filed with the Commission on October 6, 2025)

 10.24

 Share Exchange Agreement dated August 27, 2025 with Victorville Treasure Holdings, LLC, SBZ Investment Industry Inc., Nuo Wei Zhang, Siyuan Li and Jue Wang (incorporated by reference to the Registrant's Form 8-K filed with the Commission on September 3, 2025)

 10.25

 Securities Purchase Agreement, dated July 25, 2025, by and between Lei Sonny Wang and Jimmy Chan (incorporated by reference to the Registrant's Form 8-K filed with the Commission on August 4, 2025)

 10.26

 Assignment of Pledge Agreement, dated July 25, 2025, by and between Lei Sonny Wang and Jimmy Chan (incorporated by reference to the Registrant's Form 8-K filed with the Commission on August 4, 2025)

 10.27

 Employment Agreement, dated March 25, 2025, between NightFood Holdings, Inc. and James Steigerwald (incorporated by reference to the Registrant's Form 8-K filed with the Commission on July 30, 2025)

 10.28

 Letter Agreement between the Company and Fourth Man, LLC. (incorporated by reference to the Registrant's Form 8-K filed with the Commission on April 14, 2025)

 10.29

 Securities Purchase Agreement, dated March 13, 2025, by and between Nightfood Holdings, Inc. and Mast Hill Fund, L.P. (incorporated by reference to the Registrant's Form 8-K filed with the Commission on March 24, 2025)

 10.30

 Senior Secured Promissory Note, dated March 13, 2025, issued by Nightfood Holdings, Inc. in favor of Mast Hill Fund, L.P. (incorporated by reference to the Registrant's Form 8-K filed with the Commission on March 24, 2025)

 10.31

 Ninth Amendment to Security Agreement, dated March 13, 2025, by and among Nightfood Holdings, Inc., Nightfood, Inc., MJ Munchies, Inc., Future Hospitality Ventures Holdings Inc., SWC Group, Inc., and Mast Hill Fund, L.P. (incorporated by reference to the Registrant's Form 8-K filed with the Commission on March 24, 2025)

 10.32

 Ninth Amendment to Pledge Agreement, dated March 13, 2025, by and among Nightfood Holdings, Inc., Lei Sonny Wang, and Mast Hill Fund, L.P. (incorporated by reference to the Registrant's Form 8-K filed with the Commission on March 24, 2025)

 10.33

 Ninth
Amendment to Guarantee Agreement, dated March 13, 2025, by and among Nightfood Holdings, Inc., Nightfood, Inc., MJ Munchies, Inc., Future
Hospitality Ventures Holdings Inc., SWC Group, Inc., and Mast Hill Fund, L.P. (incorporated by reference to the Registrant's Form
8-K filed with the Commission on March 24, 2025)

 10.34

 Second Amendment to the Share Exchange Agreement dated March 31, 2025. (incorporated by reference to the Registrant's Form 8-K/A filed with the Commission on April 2, 2025)

 List
 of subsidiaries (incorporated by reference to the Registrant's Annual Report on Form 10-K filed with the Commission on December
 27, 2024)

 16.1

 Letter
 from GreenGrowth, CPAs (incorporated by reference to Exhibit 16.1 on the Registrant's Current Report on Form 8-K filed with
 the Commission on April 22, 2024 and amended on Form 8-K/A filed with the Commission on August 1, 2024)

 31.1*

 Certification of the Chief Executive and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*

 Certification of the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 Cover

 *

 Filed
 herewith

 ++

 Indicates
 a management contract or compensatory plan.

 Item
16. Form 10-K Summary

 None.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 HOLDINGS, INC.

 Date:

 By:

 /s/

 Jimmy
 Chan

 Chief
 Executive Officer and Director

 (Principal
 Executive Officer)

 Date:

 By:

 /s/

 Chief
 Financial Officer

 (Principal
 Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/

 Chief
 Executive Officer

 Jimmy
 Chan

 (Principal
 Executive Officer)

 /s/

 Chief
 Financial Officer, Treasurer and Director

 (Principal
 Financial and Accounting Officer)

 /s/
 Reid Floco

 President & Director

 Reid
 Floco

 /s/
James Steigerwald

 Chief
 Operating Officer & Director

 James

 /s/
 Christopher Dieterich

 Christopher
 Dieterich

 /s/
 Thomas Morse

 Morse

 /s/ Lei

 Chief
 Revenue Officer & Director

 Lei