STRATEGIC ACQUISITIONS INC /NV/

Note 1 -Organization and Nature of Operations

Organization

Strategic Acquisitions, Inc. (“STQN”) was organized January 27, 1989 under the laws of the State of Nevada. On November 29, 2022, STQN incorporated a subsidiary, STQN Sub, Inc. (“STQN Sub”). Since inception to December 22, 2022, STQN did not engage in any significant business activities other than organizational efforts, the sale of stock, and the evaluation of potential acquisition targets with active business operations. STQN Sub is a dormant entity with no reportable balances.

Effective December 22, 2022, STQN completed a reverse acquisition of Exworth Union Inc (“Union”) (the “Transaction”) through a share exchange with the two stockholders of Union. To complete the Transaction, STQN issued a total of 3,960,000 shares of STQN common stock (representing 59.3% of STQN’s issued and outstanding common stock after the Transaction) to the two stockholders of Union in exchange for 1,100 shares of Union’s common stock, representing 100% of Union’s issued and outstanding common stock. As a result of the Transaction, STQN now owns all of the issued and outstanding common stock of Union, the surviving company of the merger between STQN Sub and Union. Prior to the Transaction, Exworth Management LLC (“Exworth Management”) owned 91% of the outstanding common stock of Union and approximately 74% of the outstanding common stock of STQN.

The transaction was accounted for as a “reverse recapitalization” in accordance with accounting principles generally accepted in the United States (“GAAP”). Under this method of accounting, STQN was treated as the “acquired” company for financial reporting purposes and Union was determined to be the accounting acquirer based on the terms of the Transaction and other factors including: (i) Union’s stockholders having a majority of the voting power of the combined company and (ii) the operations of Union comprising all of the ongoing operations of the combined entity. Operations prior to the Transaction are those of Union.

Subsequent to the Transaction, the Company conducts its operations through Union, a Delaware corporation, which was formed on March 16, 2022. Union provides loans that are collateralized by digital assets such as Bitcoin. In the near future the Company plans to accept other types of assets as collateral, such as ecommerce accounts receivable, recurring payments of software services (SAAS) subscriptions, IP and copyrights.

STQN and Union are collectively referred to as the “Company”.

Nature of Operations

Loans made by the Company are collateralized with digital assets of such kind and in such amounts as the Company determines from time to time to be acceptable. As of June 30, 2026, there are no loans receivable outstanding and no digital assets collateral. The Company’s target markets are individuals and commercial enterprises that hold digital assets and are seeking liquidity without selling their digital assets, with limited or no options to obtain a credit line or business loans from conventional financial institutions. The Company provides term loans, up to two years, to these individuals and commercial enterprises.

The Company originates U.S. dollar denominated loans and offers loans to both individual and business borrowers who own digital assets and desire to borrow against such digital assets rather than selling them. Borrowers that receive loans from the Company are required to transfer a specified value of digital assets to the Company to be held as collateral and security for the repayment of the loans. Upon maturity and repayment of a borrower’s loan, the digital asset collateral is returned to the borrower.

Also, under the loan agreements with borrowers, the Company has the right to repledge collateral to secure transactions, including loans that the Company maintains with third parties for capital management purposes and market neutral trading strategies to generate investment returns.

The Company also provides loan administration services to borrowers and lenders. The Company is responsible for processing loan payments, forwarding information to counterparties, responding to inquiries, keeping loan profile records, preparing loan statements, and managing bank accounts and collateral accounts.

Note 2 -Summary of Significant Accounting Policies

Basis of presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted by the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and the Financial Accounting Standards Board (“FASB”) under the rules and regulations to the United States Securities and Exchange Commission SEC and are expressed in U.S. dollars.

Principles of consolidation

As of June 30, 2026, the accounts include those of Strategic Acquisitions, Inc and its 100% owned subsidiary Exworth Union, Inc. Its wholly owned subsidiary STQN Sub, Inc. is dormant and has no reportable balances.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Concentration and credit risk

The Company maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, from time to time, amounts may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Federal Deposit Insurance Corporation (“FDIC”) insures accounts up to $250,000 per Federally insured institution. As of June 30, 2026 and December 31, 2025, the Company hadno uninsured balances on deposit at banks.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, loans receivable, digital assets held as collateral. The Company’s loan portfolio may be concentrated among a limited number of borrowers and is secured by digital asset collateral. The collateral is only Bitcoin which can be subject to market volatility. The Company additionally monitors the creditworthiness of borrowers and the value of collateral on an ongoing basis to mitigate credit risk. As of June 30, 2026 and December 31, 2025, the Company held no loan receivable balances or collateral.

The Company utilizes third-party service providers for the custody of digital assets. Accordingly, the Company is exposed to risks associated with these custodians, including the risk of loss, theft, or misappropriation of digital assets, as well as potential service disruptions. The Company monitors the performance and reliability of its custodians on an ongoing basis.

The Company did not generate any revenue, had no customers and had no loans outstanding during the year ended December 31, 2025 and for the six months ended June 30, 2026.

Prepaid Expenses

Prepaid Expenses are primarily governed by ASC 340-10-25 (Other Assets and Deferred Costs- Recognition.) In accordance with this standard, payments made by the Company in cash or other forms of consideration for goods or services not yet received are classified as prepaid expenses.

Digital Currencies - Bitcoin

The Company accounts for digital assets in accordance with the AICPA Practice Aid “Accounting for and Auditing of Digital Assets” (June 30, 2022) and SEC Staff Accounting Bulletin No. 121, which provide non-authoritative guidance under U.S. GAAP. There is currently no specific authoritative guidance on accounting for digital assets; therefore, digital assets that lack physical substance meet the definition of intangible assets and are accounted for under FASB ASC 350, Intangibles - Goodwill and Other.

Effective June 30, 2024, the Company early adopted FASB ASU 2023-08, “Accounting for and Disclosure of Crypto Assets.” This standard requires that qualifying crypto assets, including Bitcoin, be measured at fair value under ASC 820, with changes in fair value recognized in net income each reporting period, replacing the previous impairment model.

The Company heldno digital assets as of June 30, 2026, and December 31, 2025.

Borrower Collateral and Digital Asset Custody

The Company requires borrowers to provide collateral at origination and to maintain specified collateral levels throughout the term of the loan. Pursuant to the loan agreements, borrowers transfer digital asset collateral, primarily consisting of Bitcoin, to third-party custody wallet addresses controlled by the Company.

The Company evaluates these transfers under ASC 860 and has determined that such transfers do not qualify as sales, as borrowers retain the right to reclaim the collateral upon full repayment of the loan, including any accrued interest and fees. Accordingly, these arrangements are accounted for as secured borrowings.

Digital assets held as collateral and under rehypothecation arrangements are accounted for in accordance with ASU 2023-08 and are measured at fair value, with changes in fair value recognized in earnings in the period in which such changes occur. The related receivables and liabilities are also measured at fair value.

When the Company receives collateral in connection with secured transactions and has the right to sell or repledge that collateral, the Company recognizes the collateral as an asset and records a corresponding liability reflecting the obligation to return the collateral to the counterparty.

The Company may rehypothecate digital asset collateral to third-party lenders. In such instances, the Company recognizes (i) a receivable representing its right to receive the collateral from the third-party lender and (ii) a corresponding liability representing its obligation to return the collateral to the borrower. These amounts are presented on a gross basis in the consolidated balance sheets.

The accounting for these arrangements requires significant judgment, including the evaluation of control over transferred assets, the determination of fair value, and the assessment of risks associated with third-party custodians and counterparties.

Collateralized Loans Receivable

Loans receivables represent written promissory obligations under which the Company has the contractual right to receive principal and, when applicable, interest from borrowers. Loans are recognized when the Company becomes a party to the contractual arrangement and are initially recorded at the principal amount advanced, adjusted for any unamortized premium, discount, and deferred origination fees and costs, as applicable.

Interest income is recognized over the contractual term of the loan using the effective interest method in accordance with ASC 835-30.

If a loan does not bear interest at a market rate, the Company imputes interest based on an appropriate market rate at inception, unless the arrangement qualifies for a scope exception under applicable guidance.

Loans receivables are generally secured by collateral, including digital assets. The Company monitors collateral levels on an ongoing basis and may require additional collateral or liquidate collateral in the event of borrower default or significant market volatility.

Allowance for Credit Losses (Loans)

The Company accounts for expected credit losses on loans receivable in accordance with ASC 326. An allowance for credit losses is established upon initial recognition of a loan and is updated at each reporting date to reflect management’s estimate of expected credit losses over the contractual life of the loan.

The estimate of expected credit losses incorporates historical credit loss experience, current borrower specific information, collateral value (including digital asset collateral, where applicable), payment history, and reasonable and supportable forecasts of future economic conditions.

Loans are evaluated individually when they do not share similar risk characteristics and collectively when similar risk characteristics exist.

When collectability of principal or interest is not probable, the loan is placed on nonaccrual status and interest income recognition is suspended. Interest income recognition resumes when collectability becomes reasonably assured.

Loans are written off when management determines that recovery of principal is not expected. Any subsequent recoveries are recorded as a reduction of credit loss expense in the period received.

Business segments

The Company uses the “management approach” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it hasone operating segment.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S.) GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

● Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

● Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

● Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The Company has no asset and liabilities that require measurement on fair value basis.

Revenue Recognition

The Company offers U.S. dollar-denominated loans collateralized by digital assets and generates revenue from (i) interest income and loan-related fees and (ii) loan administration services. Interest income is presented as revenue in the statements of operations as it represents the Company’s principal business activity.

Interest Income and Loan Fees

The Company’s lending activities give rise to financial assets (loans receivable). Revenues is recognized in accordance with ASC 606, Revenue from Contracts with Customers and ASC 310 and ASC 835-30, as interest income is earned using the effective interest method over the contractual term of the loan. The applicable borrower fee rates for loans vary based on several factors including the originating loan-to-value ratio, loan duration and jurisdiction and are earned rateably over the life of the loan. Liquidation handling fees, late fees, stabilization fees, or conversion fees may apply in the case of a collateral sale and are recognized at the time the liquidation, late payment, stabilization, or conversion occurs.

Administrative Fees

The Company also provides loan administration services, acting as an intermediary between lenders and borrowers. These services include payment processing, collateral and account management, customer support, and preparation of periodic loan reports. The Company has determined that these activities are highly interrelated and represent a single combined performance obligation.

Revenue from loan administration services is recognized in accordance with ASC 606 as follows:

● Step 1: Contracts are established through loan contracts and administration agreements with customers.

● Step 2: A single combined performance obligation is identified for integrated servicing and reporting activities.

● Step 3: The transaction price consists of fees charged in accordance with contractual terms.

● Step 4: As a single performance obligation exists, allocation is not required.

● Step 5: Revenue is recognized, immediately or over time as services are performed depending on the nature of charges.

Loans are secured by digital assets pledged by borrowers. In the event of default, collateral may be liquidated to recover amounts owed, and related fees are recognized as described above.

Commitments and contingencies

The Company accounts for commitments and contingencies in accordance with ASC 450. Loss contingencies are accrued when it is probable that a liability has been incurred, and the amount of loss can be reasonably estimated. If a loss is reasonably possible but not probable, or if probable but not reasonably estimable, the Company discloses the nature of the contingency and, when practicable, an estimate of the possible loss or range of loss. No accrual or disclosure is made for contingencies considered remote unless otherwise required by U.S. GAAP.

From time to time, the Company may be subject to legal proceedings, claims, and settlement arrangements arising in the ordinary course of business. When a settlement agreement is executed, or a loss becomes both probable and reasonably estimable, the Company records a liability for its best estimate of the obligation in the period such determination is made.

Commitments represent contractual obligations that may require future cash outflows and include, among others, obligations under loan agreements, contractual commitments with third parties, arrangements related to joint ventures, and transactions with related parties. Borrowings are recognized and measured in accordance with ASC 470. Investments in and obligations related to joint ventures are evaluated under ASC 323, as applicable. Transactions and balances with related parties are disclosed in accordance with ASC 850. Guarantees and similar arrangements are evaluated under ASC 460.

The Company evaluates contingencies and related obligations through the date the financial statements are issued or available to be issued in accordance with ASC 855, Subsequent Events through the date the financial statements are issued. Events occurring after the balance sheet date that provide additional evidence about conditions existing at the balance sheet date, such as the resolution of litigation, are recognized in the financial statements under ASC 450 Contingencies, while events arising solely after the balance sheet date are disclosed if material.

Related Party Disclosures

Under ASC 850 “Related Party Transactions” an entity or person is considered to be a “related party” if it has control, significant influence or is a key member of management personnel. A transaction is considered to be a related party transaction when there is a transfer of resources of obligations between related parties. The Company, in accordance with the standard ASC 850, presents disclosures about related party transactions and outstanding balances with related parties, see Note 9.

Notes Payable

Notes payable represent written debt instruments evidencing amounts owed to lenders. Note payables are recognized when the Company becomes obligated under a contractual borrowing arrangement and are recorded in accordance with ASC 470 at the principal amount received, net of any amortized discount, premium, or debt issuance costs, as applicable.

Interest expense is recognized over the contractual term of the borrowing using the effective interest method in accordance with ASC 835-30. If a note does not bear interest as a stated market rate, the Company evaluates whether interest should be imputed at an appropriate market rate at inception.

Note payables are classified as current or non current based on contractual maturity as of the balance sheet date. The Company evaluates modifications, extensions, or extinguishment of debt in accordance with ASC 470 and recognizes any resulting gain or loss in the period of settlement. Compliance with debt covenants is assessed at each reporting date, and the amounts are reclassified as current if a covenant violation results in the obligation becoming callable and no waiver has been obtained.

Earnings per Share

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted EPS on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants or stock options and the conversion of instruments convertible to common stock. Diluted EPS excludes all dilutive potential shares if their effect is antidilutive.

As of June 30, 2026 and year-end December 31, 2025, there were outstanding warrants that could convert into 150,000 common shares. At the end of both periods, the potentially dilutive shares were excluded here because the effect would have been anti-dilutive.

Income taxes

The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for net operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the periods in which such amounts are realized or settled. The effect of a change in tax rates is recognized in income in the period of enactment.

The Company evaluates the realizability of deferred tax assets and records a valuation allowance, as necessary, to reduce such assets to the amount that is more likely than not to be realized.

The Company accounts for uncertainty in income taxes in accordance with ASC 740, Income Taxes. Under this guidance, a tax benefit is recognized only if it is more likely than not that the position will be sustained upon examination by taxing authorities. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. As of June 30, 2026 and year end December 31, 2025, the Company had no accrued interest or penalties and has not identified any material uncertain tax positions.

The Company is subject to U.S. federal income taxation and taxation in the state of South Carolina. The Company has filed its income tax returns through the year ended December 31, 2024, and the 2025 return is on extension. Tax years generally remain subject to examination for three years from the date of filing. The Company is not currently subject to any income tax examinations.

Cash flows reporting

The Company prepares its statements of cashflows in accordance with ASC-230, Statements of Cash Flows, using the indirect method. Cash Equivalents include investments, with original maturities of three months or less. Non-cash investing and financing activities are disclosed separately in the supplemental section of the cash flow statement. Cash receipts from interest income are classified as operating cash inflows. Cash purchases of property and equipment are classified as investing activities, while proceeds from debt or equity financing are included in financing activities. Some transactions were part cash and part noncash and disclosed accordingly.

Equity/Shares Capital

The Company accounts for equity transactions in accordance with ASC 505, Equity. Common stock is recorded at par value in the common stock account, with the excess recorded in additional paid-in-capital. Equity issuance costs are charged directly to additional paid-in-capital. Shares issued for services received or non-cash consideration are measured at the fair market value of the equity instruments issued on the grant date or the fair value of the service received, whichever is more reliably measurable. The Company is authorized to issue 50,000,000 shares of common stock at $0.001 per share. As of June 30, 2026,46,775,000 shares of common stock are issued and outstanding.

Warrants

The Company accounts for warrants issued in connection with equity or financing transactions in accordance with applicable U.S. GAAP, including ASC 480 and ASC 815. Warrants are evaluated at issuance to determine whether they should be classified as equity instruments or as liabilities based on the terms of the underlying agreements.

Warrants that meet the criteria for equity classification are recorded as a component of additional paid-in capital at the date of issuance and are not subsequently remeasured. Warrants that do not meet equity classification criteria are recorded as liabilities at fair value upon issuance and are subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings in accordance with ASC 820.

The Company uses appropriate valuation techniques, including option pricing models, to estimate the fair value of warrants when required. These models require the use of significant assumptions, including expected volatility, expected term, risk-free interest rate, and dividend yield.

As of June 30, 2026 and year-end December 31, 2025, there were outstanding warrants that could convert into 150,000 common shares.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40) - Companies must break out major expense categories (e.g., labour, depreciation) in the notes to financial statements aimed at improving transparency. Effective for annual periods after Dec 15, 2026 (early adoption allowed). This is applicable to the Company but it’s not yet effective and the Company has not elected early adoption and currently evaluating the impact.

In December 2023, Income Tax Disclosure Improvements (ASU 2023-09) - Requires clearer details on income taxes paid (by federal, state, and foreign) and better breakdowns of rate reconciliations. Helps investors better understand a company’s tax situation. This standard applies to the Company but is not currently applicable to current period financials, as we have incurred losses and have no tax expense.

Subsequent Events

The Company follows the guidance in section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Note 3 -Going Concern Considerations

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. As of June 30, 2026, the Company had cash of $32,349, positive working capital of $40,789, and a stockholders’ deficit of $(19,211). For the three and six months ended June 30, 2026, the Company incurred net losses of $24,563 and $63,280, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date these financial statements are issued.

Management plans to seek debt and/or equity financing to operate until the Company has established sufficient ongoing revenues to cover its costs and obtains additional capital through public or private financing arrangements. Management is pursuing capital raising efforts and implementing its business plan. However, there is no assurance that management will be successful in accomplishing its plan.

These financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 -Commitment and Contingencies

Legal contingencies

From time to time, the Company may be a defendant in pending or threatened legal proceedings arising in the normal course of business. Management is not aware of any pending, threatened or asserted claims as of June 30, 2026.

Other Commitments

The Company may enter into financing arrangements in the normal course of its lending activities, including borrowings obtained to fund loans collateralized by digital assets. As of June 30, 2026 and December 31, 2025, the Company does not have any commitment related to collateralized loans.

Note 5 -Accounts Payable and Accrued Expenses

The Company accrued amounts owed to vendors, which were comprised of the following:

The Company’s trade payables are generally short term, due on demand or with an obligation to pay within less than 365 days. The Company has no balances outstanding for more than 90 days.

On October 31, 2024, the Company’s Board of Directors approved and adopted an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), effective November 1, 2024. Among other provisions, the Amended and Restated Bylaws authorize the issuance of uncertificated shares for some or all classes or series of the Company’s capital stock.

Note 6 -Stockholders’ Equity

The Company is authorized to issue 50,000,000 shares of common stock, with a par value of $0.001 per share. As of June 30, 2026 and December 31, 2025 there were 46,775,000 shares and 6,675,000 shares, respectively, of common stock issued and outstanding.

On October 7, 2025, Exworth Management, Inc. forgave the outstanding loan balance of $103,321 which was deemed as a capital contribution.

On December 31, 2025, John P. O’Shea and Yuanyuan Huang forgave outstanding consulting fees of $2,500 and $7,500, respectively. In addition, OTC-related expenses of $11,000 paid on behalf of the Company by Exworth Management were also forgiven. The forgiveness of these amounts has been accounted for as capital contributions and recorded within additional paid-in capital.

On February 4, 2026, the Company issued 30,000,000 shares of its common stock to John P. O’Shea, President for cash consideration of $30,000.

On February 17, 2026, the Company issued 10,000,000 shares of its common stock to Jennifer L. O’Shea, Secretary for cash consideration of $10,000.

On June 12, 2026, the Company issued an aggregate of 100,000 shares of its common stock (50,000 shares to each of two consultants) for services rendered, at a valuation of $0.01 per share, for a total fair value of $1,000.

Note 7 -Warrants

On August 31, 2022, the Company issued an aggregate of 150,000 warrants to purchase shares of its common stock to John P. O’Shea (37,129 warrants), Marika Tonay (734 warrants), and Jonathan Braun (112,137 warrants) in consideration for services rendered. On August 31, 2022, John P. O’Shea transferred 18,564 of his warrants to Jennifer L. O’Shea and retained the remaining 18,565 warrants. The warrants vested immediately upon issuance, are exercisable at a price of $1.20 per share, and expire on August 31, 2027.

As of June 30, 2026, and December 31, 2025, an aggregate of 150,000 warrants to purchase shares of the Company’s common stock remained outstanding.

No warrants were exercised, modified, or cancelled during the three and six months ended June 30, 2026, and the year ended December 31, 2025. Accordingly, the Company did not recognize any stock-based compensation expense related to these warrants.

As of June 30, 2026, the weighted average remaining contractual life of the warrants was approximately 1.2 years.

Note 8 -Income Taxes

The components of income tax balances for the six months ended June 30, 2026 and the year ended December 31, 2025 are as follows:

Due to the changes in the Tax Reform Act of 1986 and the Tax Cut and Jobs Act of 2017, net operating loss carry forwards for Federal Income tax reporting purposes are subject to additional limitations. Should certain changes in ownership occur, our net operating loss carry forwards may be limited to use in future years. In addition, tax rates on corporations were reduced and certain other deductions limited. These changes may affect the income tax benefit calculation and related allowance during subsequent fiscal years. The IRS requires all domestic corporations in existence for any part of the tax year to file an income tax return whether or not they have taxable income. The Company incurred a loss for the six months ended June 30, 2026 and fiscal year ended December 31, 2025. Reported tax benefits and valuation allowances are the Company’s best estimate of its tax positions and have not been reviewed by the taxing authority.

Note 9 -Related Party Transactions

See Note 6 – Stockholders’ Equity for share issuances to related parties and debt forgiven by related parties deemed as capital contributions.

Notes Payable – Related Party

On April 4, 2026, the Company entered into a Non-Recourse Loan Agreement with John P. O’Shea, President of the Company. Mr. O’Shea lent the Company $30,000. The loan bears no interest and the unpaid principal balance is due and payable by April 6, 2028, the maturity date.

On June 18, 2026, the Company entered into a second Non-Recourse Loan Agreement with John P. O’Shea, President of the Company. Mr. O’Shea lent the Company an additional $30,000. The loan bears no interest and the unpaid principal balance is due and payable by June 18, 2028, the maturity date.

As of June 30, 2026 and December 31, 2025, the aggregate outstanding balance of related party notes payable was $60,000 and $0, respectively.

Note 10 -Subsequent Events

In accordance with ASC 855, Subsequent Events, the Company has evaluated all events and transactions that occurred after June 30, 2026 through the date the condensed consolidated financial statements were filed. No material subsequent events were identified that require recognition or disclosure.