Filed 2025-10-14 · Period ending 2025-06-30 · 69,567 words · SEC EDGAR
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# NightFood Holdings, Inc. (NGTF) — 10-K **Filed:** 2025-10-14 **Period ending:** 2025-06-30 **Accession:** 0001493152-25-017958 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1593001/000149315225017958/) **Origin leaf:** 46a1bd2fd9d84d2246e595b3e303846e41d245ea44bf7f82ca580b3036972e32 **Words:** 69,567 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** (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** **NIGHTFOOD 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.) | | Registrants Principal Office **13501 South Main Street****, Los Angeles****, CA****90016** Registrants telephone number, including area code: **(888****-888-6444****)** Securities 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 | | Securities registered pursuant to Section 12(g) of the Act: | Common Stock, $0.001 par value | | | (Title of Class) | | Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the registrants 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 registrants most recently completed second fiscal quarter, was approximately $1,923,511. The number of shares of the registrants Common Stock outstanding as of October 14, 2025 was 151,941,921 shares. | | | **TABLE OF CONTENTS** | | | | Page | | | | | | | | | PART I. | | 1 | | | Item 1. | Business | | 1 | | | Item 1A. | Risk Factors | | 6 | | | Item 1B. | Unresolved Staff Comments | | 6 | | | Item 1C | Cybersecurity | | 7 | | | Item 2. | Properties | | 7 | | | Item 3. | Legal Proceedings | | 7 | | | Item 4. | Mine Safety Disclosures | | 7 | | | | | | | | | PART II. | | 8 | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | 8 | | | Item 6. | Reserved | | 9 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | | 10 | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | | 26 | | | Item 8. | Financial Statement and Supplementary Data | | 27 | | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | 28 | | | Item 9A. | Controls and Procedures | | 28 | | | Item 9B. | Other Information | | 30 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | 30 | | | | | | | | | PART III. | | 31 | | | Item 10. | Directors, Executive Officers and Corporate Governance | | 31 | | | Item 11. | Executive Compensation | | 34 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | 37 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | | 38 | | | Item 14. | Principal Accounting Fees and Services | | 41 | | | | | | | | | PART IV. | | 42 | | | Item 15. | Exhibits, Financial Statement Schedules | | 42 | | | Item 16. | Form 10-K Summary | | 43 | | | i | | **PART I** **Cautionary Note Regarding Forward-Looking Information** *Certain 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** Nightfood 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. * | 1 | | Recent Development and Current Operations Nightfood 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 Companys 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 TechForces depth of experience is a key differentiator that positions the Company to execute where many robotics competitors may struggle. Future 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 states 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 Companys 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 TechForces operational expertise, RoboOp365s advanced AI robotics, SWCs 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 Companys 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. | 2 | | **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 assetsincluding the recently acquired Holiday Inn Victorvilleas 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 **Future 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. 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. | | | 3 | | | | 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. Future 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 Companys 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 Companys automation technologies across the hospitality and foodservice industries. The website for CarryOutSupplies.com is www.carryoutsupplies.com | 4 | | **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 todays 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. | 5 | | **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 humanrobot 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. | 6 | | **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. **Future 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. Future 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 issuers 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. | 7 | | **PART II** **Item 5. Market for Registrants 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. | Period 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 | | | | June 30, 2024 | | | 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** During 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. **Series 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. **Series 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. **Common 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. | 8 | | **Penny Stock Regulation** Shares 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 brokers or dealers 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 customers 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 purchasers 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** | 9 | | **Item 7. Managements 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.* *Certain 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 Ended June 30, | | | Period Change | | | | | | | | 2025 | | | 2024 | | | Increase (Decrease) | | | | | | | | Amount | | | Amount | | | $ Amount | | | % Change | | | | | | Revenues - net | | $ | 482,285 | | | $ | - | | | $ | 482,285 | | | | 0 | % | | A | | | Cost of sales | | | 412,503 | | | | - | | | | 412,503 | | | | 0 | % | | B | | | Impairment of goodwill | | | 897,542 | | | | - | | | | 897,542 | | | | 0 | % | | C | | | Depreciation and amortization | | | 45,552 | | | | - | | | | 45,552 | | | | 0 | % | | D | | | General and administrative expenses | | | 3,673,760 | | | | 712,052 | | | | 2,961,708 | | | | 416 | % | | E | | | Loss from operations | | | (4,547,072 | ) | | | (712,052 | ) | | | (3,789,468 | ) | | | 532 | % | | 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 operations | | | (179,694 | ) | | | (282,044 | ) | | | (102,350 | ) | | | 36 | % | | I | | | Net Loss | | | (8,115,878 | ) | | | (3,235,506 | ) | | | 4,880,372 | | | | -151 | % | | J | | **** **A. Revenues - net** **** Revenues 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. **** | 10 | | **** **D. Depreciation and Amortization** **** Depreciation 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** **** 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. | 11 | | **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 Ended June 30, | | | Period Change | | | | | | | | 2025 | | | 2024 | | | Increase (Decrease) | | | | | | Other income (expense) - net | | Amount | | | Amount | | | $ Amount | | | % Change | | | | | | Interest income | | $ | 75,119 | | | $ | 17,599 | | | $ | 57,520 | | | | 327 | % | | A | | | Other income | | | 9,810 | | | | - | | | $ | 9,810 | | | | 0 | % | | B | | | Loss on debt extinguishment | | | (113,955 | ) | | | (111,730 | ) | | $ | (2,225 | ) | | | 2 | % | | C | | | Derivative expense | | | (653,792 | ) | | | - | | | $ | (653,792 | ) | | | 0 | % | | 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 | ) | | | 0 | % | | F | | | Loss on settlement of pre-existing assets | | | (1,490,803 | ) | | | - | | | $ | (1,490,803 | ) | | | 0 | % | | G | | | Gain on debt extinguishment - derivative liabilities | | | 500,678 | | | | - | | | $ | 500,678 | | | | 0 | % | | H | | | Total other income (expense) - net | | $ | (3,389,112 | ) | | $ | (2,241,410 | ) | | $ | (1,147,702 | ) | | | 51 | % | | | | **** **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 derivatives 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. **** | 12 | | **** **Net Loss** **** | Year Ended June 30, | | | Period Change | | | | 2025 | | | 2024 | | | Increase (Decrease) | | | | Amount | | | Amount | | | $ Amount | | | % Change | | | | $ | (8,115,878 | ) | | $ | (3,235,506 | ) | | $ | (4,880,372 | ) | | | 151 | % | | **** 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: | | | | | Derivative expense of $653,792, | | | | | Loss on settlement of pre-existing assets of $1,490,803, and | | | | | Change 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 Companys 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 Companys 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: | | Accumulated deficit of $46,753,844 | | | | Stockholders 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 Companys 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: | 13 | | 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 Companys 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. Managements 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** **** | | | | | | | | | Period Change | | | | | | | | | | | | Increase (Decrease) | | | | | | June 30, 2025 | | | June 30, 2024 | | | $ Amount | | | % Change | | | | 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. Acquisition 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. **Summary of Cash Flow Activities** **** | | | Year Ended June 30, | | | | | | | | | | | | 2025 | | | 2024 | | | Period Change | | | | | | | | | | | | Increase (Decrease) | | | | | | | Net Cash Provided by (Used in) | | Amount | | | Amount | | | $ Amount | | | % Change | | | | 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 | | | | 1,252,805 | | | $ | 1,196,367 | | | | 95.50 | % | | | Net change in cash | | $ | 212,571 | | | $ | 94,945 | | | $ | 117,626 | | | | 123.89 | % | | **** | 14 | | **** **Cash Flow from Operating Activities** | | | Year Ended June 30, | | | | | | | | 2025 | | | 2024 | | | | | | Operating activities | | | | | | | | | | | | | Net loss | | $ | (8,115,878 | ) | | $ | (3,235,506 | ) | | | | | Less: net loss - discontinued operations | | | (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 | | | 45,552 | | | | - | | | E | | | Impairment of inventory | | | - | | | | 4,803 | | | F | | | Loss on debt extinguishment | | | 113,955 | | | | 111,730 | | | G | | | Loss on settlement of pre-existing assets | | | 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 | | | - | | | | 50,000 | | | 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 | | | 897,542 | | | | - | | | R | | | Changes in operating assets and liabilities | | | | | | | | | | | | | (Increase) decrease in | | | | | | | | | | | | | Accounts receivable | | | (66,141 | ) | | | (2,054 | ) | | S | | | Inventory | | | (67,288 | ) | | | 11,549 | | | T | | | Prepaids and other | | | 123,983 | | | | (104,134 | ) | | U | | | Increase (decrease) in | | | | | | | | | | | | | Accounts payable and accrued expenses | | | 1,495,231 | | | | 839,797 | | | V | | | Accounts 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 operations | | | (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 | ) | | | | **** | 15 | | **** **Operating 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). | | **** Changes 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. **** | 16 | | **** **Cash Flow from Investing Activities** **** | | | Year Ended June 30, | | | | | | | | 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 receivable | | | (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 Companys 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. **** | 17 | | **** **Cash Flow from Financing Activities** **** | | | Year Ended June 30, | | | | | | | | 2025 | | | 2024 | | | | | | Financing activities | | | | | | | | | | | | | Proceeds from notes payable | | $ | 1,547,000 | | | $ | 1,252,805 | | | 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 | | | $ | 1,252,805 | | | | | **** 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. Repayments 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. | 18 | | **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: | | Entities 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. **** **** **** **Business 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. Business 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. | | | | Records 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. | | Significant 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 assets 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 Companys financial position and results of operations. | | Regulatory and Financial Reporting Considerations For SEC registrants, acquisitions may trigger additional disclosure and reporting requirements: | | Regulation S-X, Rule 3-05: Requires separate financial statements of the acquired business if it meets significance thresholds under Rule 1-02(w). | | | | Regulation S-K, Item 101: Requires disclosure of the impact of material acquisitions on the Companys business operations. | | | | Regulation S-K, Item 303: Mandates discussion of the impact of acquisitions on the Companys financial condition and results of operations in Managements Discussion and Analysis (MD&A). | | | | Regulation 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. **** Goodwill and Impairment **** Goodwill 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. | | Significant 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. | | **** **** **Business 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. | Foodservice 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. | Robotics-as-a-Service (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. **** | 19 | | | | | **** **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. Changes 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. Significant estimates for the years ended June 30, 2025 and 2024, respectively, include: | | | Allowance for doubtful accounts and other receivables | | | | | Inventory reserves and classifications | | | | | Valuation of goodwill and intangible assets (acquired in an acquisition) | | | | | Impairment losses related to goodwill and intangible assets | | | | | Valuation of loss contingencies | | | | | Valuation of stock-based compensation | | | | | Estimated useful lives of property and equipment | | | | | Uncertain tax positions | | | | | Valuation allowance on deferred tax assets | | **Inventory** **** 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 Operations As of June 30, 2025, inventory consisted primarily of: | | Foodservice Packaging Distribution: Finished goods including paper cups, plastic cups, food containers, bags, and related consumables. | | | | Robotics-as-a-Service (RaaS): None. | | Management 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. Discontinued Operations Inventories related to the Companys 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. | 20 | | | | | **Derivative Liabilities** 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. Accounting for Derivative Liabilities Derivative 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. Conversion 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: | | | Records 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 Equity 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. **Revenue 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. | Foodservice 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 Companys e-commerce platform. | | | | 2. | Robotics-as-a-Service (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). | 21 | | | | | To provide further clarity on the nature, timing, and recognition of revenue, the Companys revenue streams are discussed below: **** **A. Foodservice Packaging Distribution** **** Revenue from the distribution of disposable foodservice packaging products is derived exclusively from business customers on a wholesale basis through the Companys 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** **** Revenue 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*. Certain 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 Companys 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. | 22 | | | | | 2. Identify the Performance Obligations Foodservice Packaging Each order represents a single performance obligation: shipment or delivery of the ordered goods. Robotics-as-a-Service (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. Snacks 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 **** Foodservice 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. Snacks 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 **** Foodservice 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. Snacks and Beverages (Discontinued) Revenue was historically recognized at a point in time upon shipment or delivery. Principal 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. | 23 | | | | | 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. | | Revenue 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. | | Revenue 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. | | Revenue was recognized on a gross basis for snack and beverage sales, prior to classification as discontinued operations. **Stock-Based Compensation** **** 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. | 24 | | | | | 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. | | | | Expected dividends The anticipated dividend yield over the expected life of the option. | | | | Expected volatility Based on historical stock price fluctuations. | | | | Risk-free interest rate Derived from U.S. Treasury securities with similar maturities. | | | | Expected 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. **Related 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. Related parties include, but are not limited to: | | Principal owners of the Company. | | | | Members of management (including directors, executive officers, and key employees). | | | | Immediate family members of principal owners and members of management. | | | | Entities affiliated with principal owners or management through direct or indirect ownership. | | | | Entities 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. | | | 25 | | | | | **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 Companys 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 Companys consolidated financial statements. Adopted Accounting Standards (Not Yet Adopted) ASU 2024-03 Income StatementReporting 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: | | Inventory purchases | | | | Employee compensation | | | | Depreciation 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 Companys financial condition, results of operations, or cash flows. ASU 2025-05 Financial InstrumentsCredit 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 Companys consolidated financial statements. **Reclassifications** Certain amounts in the prior years financial statements have been reclassified to conform to the current year presentation. These reclassifications had no impact on the Companys consolidated results of operations, stockholders deficit, or cash flows. As a result of the classification of the Companys 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. | 26 | | | | | **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. **Nightfood Holdings, Inc. and Subsidiaries** **DBA TechForce Robotics** | | Page(s) | | | | | | | Report of Independent Registered Public Accounting Firm | F-1 | | | | | | | Consolidated Balance Sheets | F-3 | | | | | | | Consolidated Statements of Operations | F-4 | | | | | | | Consolidated Statements of Changes in Stockholders Deficit | F-5 - F-6 | | | | | | | Consolidated Statements of Cash Flows | F-7 | | | | | | | Notes to Consolidated Financial Statements | F-8 - F-57 | | | 27 | | * **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 Companys ability to continue as a going concern. Managements 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 Companys management. Our responsibility is to express an opinion on the Companys 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 Companys 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 | | | | | **** **Business 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 Companys 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 Companys financial statement disclosures regarding the business combinations. | | * | Fruci & Associates II, PLLC PCAOB ID #05525 | | | | We have served as the Companys auditor since 2024. | | | | Spokane, Washington | | | | October 13, 2025 | | | | F-2 | | | | | **Nightfood Holdings, Inc. and Subsidiaries** **DBA TechForce Robotics** **Consolidated Balance Sheets** | | | June 30, 2025 | | | June 30, 2024 | | | | | | | | | | | | | Assets | | | | | | | | | | | | | | | | | | | | | | Current Assets | | | | | | | | | | | Cash | | $ | 350,231 | | | $ | 137,660 | | | | Accounts receivable - net | | | 46,215 | | | | - | | | | Inventory | | | 319,491 | | | | - | | | | Prepaids and other | | | 61,529 | | | | 72,577 | | | | Assets of discontinued operations | | | - | | | | 93,363 | | | | Total Current Assets | | | 777,466 | | | | 303,600 | | | | | | | | | | | | | | | Advances receivable | | | - | | | | 441,479 | | | | | | | | | | | | | | | Property and equipment - net | | | 240,824 | | | | - | | | | | | | | | | | | | | | Goodwill | | | 4,504,177 | | | | 897,542 | | | | | | | | | | | | | | | Intangible assets - net | | | 1,802,067 | | | | - | | | | | | | | | | | | | | | Total Assets | | $ | 7,324,534 | | | $ | 1,642,621 | | | | | | | | | | | | | | | Liabilities and Stockholders Deficit | | | | | | | | | | | | | | | | | | | | | | Current Liabilities | | | | | | | | | | | Accounts payable and accrued expenses | | $ | 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 | | | 1,102,992 | | | | - | | | | Notes payable - net | | | 1,576,250 | | | | - | | | | Liabilities of discontinued operations | | | 479,005 | | | | 457,610 | | | | Total Current Liabilities | | | 11,466,233 | | | | 5,075,948 | | | | | | | | | | | | | | | Long Term Liabilities | | | | | | | | | | | Convertible notes payable - net | | | 467,390 | | | | - | | | | Notes payable - net | | | 14,024 | | | | - | | | | Total Long Term Liabilities | | | 481,414 | | | | - | | | | | | | | | | | | | | | Total Liabilities | | | 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 | | | | 868,708 | | | | Seres D, Convertible Preferred stock - $0.001 par value; 100,000 shares designated 3,334 and 1,667 issued and outstanding, respectively | | | 227,910 | | | | 113,955 | | | | Total Temporary Equity | | | 12,709,061 | | | | 6,036,518 | | | | | | | | | | | | | | | Stockholders Deficit | | | | | | | | | | | 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 | | | 1 | | | | 1 | | | | Preferred stock , value | | | 1 | | | | 1 | | | | 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 | | | | Accumulated deficit | | | (46,753,844 | ) | | | (38,626,400 | ) | | | Total Stockholders Deficit | | | (17,332,174 | ) | | | (9,469,845 | ) | | | | | | | | | | | | | | Total Liabilities, Temporary Equity and Stockholders Deficit | | $ | 7,324,534 | | | $ | 1,642,621 | | | The accompanying notes are an integral part of these consolidated financial statements | F-3 | | | | | **Nightfood Holdings, Inc. and Subsidiaries** **DBA TechForce Robotics** **Consolidated Statements of Operations** **** | | | 2025 | | | 2024 | | | | | | For the Year Ended June 30, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Revenues - net | | $ | 482,285 | | | $ | - | | | | | | | | | | | | | | | Costs and expenses | | | | | | | | | | | Cost of sales | | | 412,503 | | | | - | | | | Impairment of goodwill | | | 897,542 | | | | - | | | | Depreciation and amortization | | | 45,552 | | | | - | | | | General and administrative expenses | | | 3,673,760 | | | | 712,052 | | | | Total costs and expenses | | | 5,029,357 | | | | 712,052 | | | | | | | | | | | | | | | Loss from operations | | | (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 assets | | | (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 operations | | | (7,936,184 | ) | | | (2,953,462 | ) | | | | | | | | | | | | | | Net loss from discontinued operations | | | (179,694 | ) | | | (282,044 | ) | | | | | | | | | | | | | | Net loss before provision for income taxes | | | (8,115,878 | ) | | | (3,235,506 | ) | | | | | | | | | | | | | | Provision for income taxes | | | - | | | | - | | | | | | | | | | | | | | | Net loss | | $ | (8,115,878 | ) | | $ | (3,235,506 | ) | | | | | | | | | | | | | | 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 | ) | | $ | (0.02 | ) | | | Loss per share - basic and diluted - discontinued operations | | $ | (0.00 | ) | | $ | (0.00 | ) | | | Loss per share - basic and diluted | | $ | (0.06 | ) | | $ | (0.03 | ) | | | | | | | | | | | | | | Weighted average number of shares - basic and diluted | | | 130,384,336 | | | | 126,540,836 | | | The accompanying notes are an integral part of these consolidated financial statements | F-4 | | | | | **Nightfood Holdings, Inc. and Subsidiaries** **DBA TechForce Robotics** **Consolidated Statement of Changes in Stockholders Deficit** **For the Year Ended June 30, 2025** | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Equity | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | | | | | | Preferred Stock - Classified as Temporary Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Series B - Convertible | | | Series C - Convertible | | | Series D - Convertible | | | Additional | | | Total | | | Series A | | | | | | | | | Additional | | | | | | Total | | | | | | Preferred Stock | | | Preferred Stock | | | Preferred Stock | | | Paid-in | | | Temporary | | | PreferredStock | | | Common Stock | | | Paid-in | | | Accumulated | | | Stockholders | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Equity | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | June 30, 2024 | | | 1,950 | | | $ | 2 | | | | 13,333 | | | $ | 13 | | | | 1,667 | | | $ | 2 | | | $ | 6,036,501 | | | $ | 6,036,518 | | | | 1,000 | | | $ | 1 | | | | 128,907,407 | | | $ | 128,907 | | | $ | 29,027,647 | | | $ | (38,626,400 | ) | | $ | (9,469,845 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock issued for services | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 50,000 | | | | 50 | | | | 945 | | | | - | | | | 995 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Series C - convertible preferred stock issued for services | | | - | | | | - | | | | 2,000 | | | | 2 | | | | - | | | | - | | | | 97,198 | | | | 97,200 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Loss on debt extinguishment | | | - | | | | - | | | | - | | | | - | | | | 1,667 | | | | 1 | | | | 113,954 | | | | 113,955 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Deemed dividend - Series B convertible preferred stock - warrant dilution adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 11,566 | | | | 11,566 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (11,566 | ) | | | (11,566 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Acquisition of SWC | | | - | | | | - | | | | 83,333 | | | | 83 | | | | - | | | | - | | | | 4,399,899 | | | | 4,399,982 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Acquisition of Skytech | | | - | | | | - | | | | 10,000 | | | | 10 | | | | - | | | | - | | | | 527,990 | | | | 528,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Vesting of Series C - convertible preferred stock - issued as compensation | | | - | | | | - | | | | 37,300 | | | | 38 | | | | - | | | | - | | | | 1,521,802 | | | | 1,521,840 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock issued in connection with conversion of convertible notes payable | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 8,003,614 | | | | 8,004 | | | | 256,116 | | | | - | | | | 264,120 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (8,115,878 | ) | | | (8,115,878 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | June 30, 2025 | | | 1,950 | | | $ | 2 | | | | 145,966 | | | $ | 146 | | | | 3,334 | | | $ | 3 | | | $ | 12,708,910 | | | $ | 12,709,061 | | | | 1,000 | | | $ | 1 | | | | 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 | | | | | **Nightfood Holdings, Inc. and Subsidiaries** **DBA TechForce Robotics** **Consolidated Statement of Changes in Stockholders Deficit** **For the Year Ended June 30, 2024** | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Equity | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | | | | | | Preferred Stock - Classified as Temporary Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Series B - Convertible | | | Series C - Convertible | | | Series D - Convertible | | | Additional | | | Total | | | Series A | | | | | | | | | Additional Paid-in | | | Accumulated | | | Total Stockholders | | | | | | Preferred Stock | | | Preferred Stock | | | Preferred Stock | | | Paid-in | | | Temporary | | | PreferredStock | | | Common Stock | | | Capital | | | Deficit | | | Deficit | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Equity | | | Shares | | | Amount | | | Shares | | | Amount | | | (Restated) | | | (Restated) | | | (Restated) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | June 30, 2023 | | | 1,950 | | | $ | 2 | | | | - | | | $ | - | | | | - | | | $ | - | | | $ | 4,969,747 | | | $ | 4,969,749 | | | | 1,000 | | | $ | 1 | | | | 123,587,968 | | | $ | 123,588 | | | $ | 28,143,188 | | | $ | (35,306,788 | ) | | $ | (7,040,011 | ) | | | Beginning balance | | | 1,950 | | | $ | 2 | | | | - | | | $ | - | | | | - | | | $ | - | | | $ | 4,969,747 | | | $ | 4,969,749 | | | | 1,000 | | | $ | 1 | | | | 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 | | | | - | | | | 50,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued in connection with debt conversion | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,000,000 | | | | 1,000 | | | | 15,400 | | | | - | | | | 16,400 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued as consulting fee | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 300,000 | | | | 300 | | | | 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 | | | | 13 | | | | - | | | | - | | | | 868,695 | | | | 868,708 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued for amended convertible note | | | - | | | | - | | | | - | | | | - | | | | 1,667 | | | | 2 | | | | 113,953 | | | | 113,955 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Warrants exercise, cashless | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 686,106 | | | | 686 | | | | (686 | ) | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (3,235,506 | ) | | | (3,235,506 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | June 30, 2024 | | | 1,950 | | | $ | 2 | | | | 13,333 | | | $ | 13 | | | | 1,667 | | | $ | 2 | | | $ | 6,036,501 | | | $ | 6,036,518 | | | | 1,000 | | | $ | 1 | | | | 128,907,407 | | | $ | 128,907 | | | $ | 29,027,647 | | | $ | (38,626,400 | ) | | $ | (9,469,845 | ) | | | Ending balance | | | 1,950 | | | $ | 2 | | | | 13,333 | | | $ | 13 | | | | 1,667 | | | $ | 2 | | | $ | 6,036,501 | | | $ | 6,036,518 | | | | 1,000 | | | $ | 1 | | | | 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 | | | | | **Nightfood Holdings, Inc. and Subsidiaries** **DBA TechForce Robotics** **Consolidated Statements of Cash Flows** | | | 2025 | | | 2024 | | | | | | For the Year Ended June 30, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Operating activities | | | | | | | | | | | Net loss | | $ | (8,115,878 | ) | | $ | (3,235,506 | ) | | | Less: net loss - discontinued operations | | | (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 | ) | | | Warrants issued for services | | | - | | | | 84,230 | | | | Warrants issued for financing cost | | | - | | | | 721,470 | | | | Depreciation and amortization | | | 45,552 | | | | - | | | | Impairment of inventory | | | - | | | | 4,803 | | | | Loss on debt extinguishment | | | 113,955 | | | | 111,730 | | | | Loss on settlement of pre-existing assets | | | 1,490,803 | | | | - | | | | Derivative expense | | | 653,792 | | | | - | | | | Change in fair value of derivative liabilities | | | 190,102 | | | | - | | | | Gain on debt extinguishment - derivative liabilities | | | (500,678 | ) | | | - | | | | Amortization 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 | | | - | | | | 50,000 | | | | 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 | | | 897,542 | | | | - | | | | Changes in operating assets and liabilities | | | | | | | | | | | (Increase) decrease in | | | | | | | | | | | Accounts receivable | | | (66,141 | ) | | | (2,054 | ) | | | Inventory | | | (67,288 | ) | | | 11,549 | | | Prepaids and other | | | 123,983 | | | | (104,134 | ) | | | Increase (decrease) in | | | | | | | | | | | Accounts payable and accrued expenses | | | 1,495,231 | | | | 839,797 | | | | Accounts 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 | ) | | | Acquisition 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 | | | | 1,252,805 | | | | Repayments on notes payable | | | (23,988 | ) | | | - | | | | Proceeds from convertible notes payable | | | 959,650 | | | | - | | | | Repayments on convertible notes payable | | | (33,490 | ) | | | - | | | | Net cash provided by financing activities | | | 2,449,172 | | | | 1,252,805 | | | | | | | | | | | | | | | 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 | | | | Common stock issued in connection with conversion of convertible notes payable | | $ | 264,120 | | | $ | - | | | | Common stock issued in connection with conversion of preferred stock | | $ | - | | | $ | 686 | | | | Series A, preferred stock issued in connection with acquisition of FHVH | | $ | - | | | $ | 435,729 | | | | Series C, convertible preferred stock issued in connection with acquisition of FHVH | | $ | - | | | $ | 868,708 | | | | Series D, convertible preferred stock issued in connection with conversion of debt | | $ | - | | | $ | 113,955 | | | | Increase in debt principal | | $ | - | | | $ | 14,375 | | | | Common stock issued to settle accounts payable and accrued expenses | | $ | - | | | $ | 33,000 | | | | Acquisition of debt in acquisition | | $ | - | | | $ | 126,000 | | | The accompanying notes are an integral part of these consolidated financial statements | F-7 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **** **Note 1 - Organization and Nature of Operations** **** **Organization and Nature of Operations** Nightfood 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 Companys activities are focused on the integration of AI-powered service robotics and future ownership and operation of hospitality-related real estate. The Companys operations are or will be organized into three (3) principal business segments: | 1. | Foodservice 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, cafs, and other foodservice establishments. Operations are conducted primarily through the Companys 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. | Robotics-as-a-Service (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. Business 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. Operating 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 Companys service delivery. Current 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 Companys 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 Companys disclosure of continuing revenue streams. | F-8 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **Discontinued Operations Snack and Beverages Legacy Line** **** Managements Decision Effective June 30, 2025, the Companys 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 Companys business lines and a reaffirmation of managements 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 Companys long-term strategic objectives. Discontinued 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 entitys 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 Companys current focus on technology-driven operations. | | | | Strategic Realignment: The Snack and Beverages activity was a legacy line of business, not aligned with the Companys current and expected future strategy. Its discontinuation evidences managements focus on refining the Companys 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 Companys continuing operations. Discontinuation therefore represents a qualitative shift in the scope and nature of the Companys 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 Companys 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: | | Significant 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. | | Accounting 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. Future 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 managements strategic decision to eliminate a non-core, consumer product line and to reinforce focus on the Companys 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 Companys discontinue operations for the years ended June 30, 2025 and 2024, respectively. | F-9 | | | | | **** **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **Fiscal Year** The Companys fiscal year end is June 30. **Organizational Structure** Schedule of Organizational Structure | Company Name | | Incorporation Date | | State of Incorporation | | | | | | | | | | Nightfood Holdings, Inc. (NGTF) | | November 22, 2022 | | Nevada | | | Nightfood, Inc. (Nightfood) | ** | January 14, 2010 | | New York | | | Future Hospitality Ventures Holdings, Inc. (FHVH) | | October 25, 2024 | | Nevada | | | SWC Group, Inc. (SWC) | * | July 19, 2004 | | California | | | Skytech Automated Solutions, Inc. (Skytech) | * | October 6, 2023 | | Delaware | | | * | Acquired on March 31, 2025. | | | ** | | Discontinued 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: | | Accumulated deficit of $46,753,844 | | | | Stockholders 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 Companys 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** 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 Companys 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. Managements 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: | | Entities 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 | | | | | **** **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **** All intercompany transactions and balances are eliminated in consolidation. The Company continuously evaluates its investments and relationships to assess consolidation requirements. **** **Business 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. Business 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. | | | | Records 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. | | Significant 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** 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 assets 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 Companys financial position and results of operations. | | Regulatory and Financial Reporting Considerations For SEC registrants, acquisitions may trigger additional disclosure and reporting requirements: | | Regulation S-X, Rule 3-05: Requires separate financial statements of the acquired business if it meets significance thresholds under Rule 1-02(w). | | | | Regulation S-K, Item 101: Requires disclosure of the impact of material acquisitions on the Companys business operations. | | | | Regulation S-K, Item 303: Mandates discussion of the impact of acquisitions on the Companys financial condition and results of operations in Managements Discussion and Analysis (MD&A). | | | | Regulation 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. **** Goodwill and Impairment **** Goodwill 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** Significant 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. | | Impairment 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 Companys annual impairment testing under ASC 350, IntangiblesGoodwill and Other. The impairment was recognized after management concluded that the carrying amount of the related reporting unit exceeded its fair value. **** **Business 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. | Foodservice 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. | Robotics-as-a-Service (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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** Discontinued Operations The Companys 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 Companys 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. Changes 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. Significant estimates for the years ended June 30, 2025 and 2024, respectively, include: | | Allowance for doubtful accounts and other receivables | | | | Inventory reserves and classifications | | | | Valuation of goodwill and intangible assets (acquired in an acquisition) | | | | Impairment losses related to goodwill and intangible assets | | | | Valuation of loss contingencies | | | | Valuation of stock-based compensation | | | | Estimated useful lives of property and equipment | | | | Uncertain tax positions | | | | Valuation 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 Companys 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 Companys 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 Companys 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 | | | | | **** **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **** **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 Companys 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 Companys financial instrumentsincluding cash, accounts receivable, accounts payable and accrued expenses (including related party balances), and certain debt instrumentsare 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. **Accounts 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. Allowance for Credit Losses Management 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 | | | | Current economic conditions | | Accounts deemed uncollectible are written off against the allowance when determined to be uncollectible. | F-16 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** Allowance 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 Accounts 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 InstrumentsCredit 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 Companys accounts receivable at June 30, 2025 and 2024: Schedule of Accounts Receivable | | | June 30, 2025 | | | June 30, 2024 | | | | | | | | | | | | | Accounts receivable | | $ | 98,177 | | | $ | - | | | | Less: allowance for credit losses | | | 51,962 | | | | - | | | | Accounts receivable - net | | $ | 46,215 | | | $ | - | | | Bad Debt Expense For the years ended June 30, 2025 and 2024, bad debt was as follows: Schedule of Bad Debt | | | 2025 | | | 2024 | | | | | | Year Ended June 30, | | | | | | 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 | | | | | **** **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **** **Inventory** **** 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 Operations As of June 30, 2025, inventory consisted primarily of: | | Foodservice Packaging Distribution: Finished goods including paper cups, plastic cups, food containers, bags, and related consumables. | | | | Robotics-as-a-Service (RaaS): None. | | Management 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. Discontinued Operations Inventories related to the Companys 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. 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 Companys 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 | | | | | **** **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **** **Property and Equipment** Property 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 assets 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. **Impairment 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: | | Significant changes in expected performance compared to prior forecasts, | | | | Changes in asset utilization, including discontinued or modified use, | | | | Negative industry or economic trends that impact asset value, and | | | | Strategic shifts in the Companys business operations. | | Impairment 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** Impairment Results For the years ended June 30, 2025 and 2024, the Company did not record any impairment losses. **Derivative Liabilities** 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. Accounting for Derivative Liabilities **** Derivative 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. Conversion 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: | | Records 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 Equity 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. | F-20 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** Derivative Liability Balances As of June 30, 2025 and 2024, the Company had derivative liabilities of $1,102,992 and $0, respectively. **** **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, InterestImputation 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 Companys estimated future minimum lease payments over the lease term, including any reasonably certain renewal options, discounted using a collateralized incremental borrowing rate. | F-21 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** The Company classifies its leases as either operating or finance leases. The Companys 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 Companys 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 Impairment 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. **Revenue 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. | Foodservice 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 Companys e-commerce platform. | | | 2. | Robotics-as-a-Service (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 Companys revenue streams are discussed below: **** **A. Foodservice Packaging Distribution** **** Revenue from the distribution of disposable foodservice packaging products is derived exclusively from business customers on a wholesale basis through the Companys 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. | F-22 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **B. Robotics as a Service** **** Revenue 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*. Certain 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 Companys 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 Foodservice Packaging Each order represents a single performance obligation: shipment or delivery of the ordered goods. Robotics-as-a-Service (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. Snacks 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 **** Foodservice 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. Snacks and Beverages (Discontinued) Transaction price included fixed consideration plus variable consideration such as slotting fees, promotions, and rebates. | F-23 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** 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 **** Foodservice 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. Snacks and Beverages (Discontinued) Revenue was historically recognized at a point in time upon shipment or delivery. Principal 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. | | Revenue 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. | | Revenue 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. | | Revenue was recognized on a gross basis for snack and beverage sales, prior to classification as discontinued operations. Summary of Compliance with ASC 606 and ASU Updates | Revenue Stream | | Entity | | Performance Obligation | | Recognition Timing | | Consideration Type | | | | | | | | | | | | | | Foodservice 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **** **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 Companys disaggregation of revenues for the years ended June 30, 2025 and 2024: Schedule of Disaggregation of Revenue | | | Year Ended June 30, | | | | | | 2025 | | | 2024 | | | | | | Revenue | | | % of Revenues | | | Revenue | | | % of Revenues | | | | | | | | | | | | | | | | | | | Foodservice Packaging | | $ | 466,633 | | | | 96.75 | % | | $ | - | | | | 0.00 | % | | | Robotics as a Service (RaaS) | | | 15,652 | | | | 3.25 | % | | | - | | | | 0.00 | % | | | Total revenues - net | | $ | 482,285 | | | | 100.00 | % | | $ | - | | | | 0.00 | % | | Revenue 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. Consideration 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. Revenues from discontinued snack and beverage operations are presented separately in Note 14. **Cost of Sales** **1. Continuing Operations Cost of Sales** **** **Foodservice 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. | | **Robotics-as-a-Service (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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **** **2. Discontinued Operations Cost of Sales** Cost of sales related to the Companys 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 Companys 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. **Valuation of Deferred Tax Assets** The Companys 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** 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) | | | | Future 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 lossesall available positive and negative evidence must be considered. Valuation 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** 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: Schedule of Marketing and Advertising Costs | | | Year Ended June 30, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Total Sales and Marketing | | $ | 20,595 | | | $ | 18,624 | | | **Stock-Based Compensation** **** 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. | | | | Expected dividends The anticipated dividend yield over the expected life of the option. | | | | Expected volatility Based on historical stock price fluctuations. | | | | Risk-free interest rate Derived from U.S. Treasury securities with similar maturities. | | | | Expected 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** 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 Warrants** 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. Accounting Treatment of Warrants | | Warrants issued in conjunction with common stock issuance are initially recorded at fair value as a reduction in Additional Paid-In Capital (APIC), | | | | Warrants 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 | | | | Warrants 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** 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 | | | | | | Warrants | | | | | | Convertible preferred stock | | | | | | Convertible debt | | | | Preferred 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** The following potentially dilutive equity securities outstanding for the years ended June 30, 2025 and 2024, were as follows: Schedule of Dilutive Equity Securities Outstanding | | | June 30, 2025 | | | June 30, 2024 | | | | 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 | | | | Warrants | | | 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 Companys 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 Companys 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 Companys current lack of sufficient authorized shares to permit full conversion. The Companys 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 Companys 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. **Related 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. Related parties include, but are not limited to: | | Principal owners of the Company. | | | | Members of management (including directors, executive officers, and key employees). | | | | Immediate family members of principal owners and members of management. | | | | Entities affiliated with principal owners or management through direct or indirect ownership. | | | | Entities 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. | | | F-31 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** 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 Companys common shares is not solely within the Companys 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 Companys 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** The Company adopted ASU 2023-09 on July 1, 2024. The adoption did not have a material impact on the Companys consolidated financial statements. Adopted Accounting Standards (Not Yet Adopted) ASU 2024-03 Income StatementReporting 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: | | Inventory purchases | | | | Employee compensation | | | | Depreciation 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 Companys financial condition, results of operations, or cash flows. ASU 2025-05 Financial InstrumentsCredit 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 Companys consolidated financial statements. **Reclassifications** Certain amounts in the prior years financial statements have been reclassified to conform to the current year presentation. These reclassifications had no material impact on the Companys consolidated results of operations, stockholders deficit, or cash flows. As a result of the classification of the Companys 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **Note 3 Property and Equipment** **** Property and equipment consisted of the following: Schedule of Property and Equipment | | | | | | | | | Estimated Useful | | | | | | June 30, 2025 | | | June 30, 2024 | | | Lives (Years) | | | | Office furniture | | | 19,392 | | | | - | | | | 5 | | | | Office computers and equipment | | | 36,765 | | | | - | | | | 5 | | | | Warehouse equipment | | | 31,340 | | | | - | | | | 5 | | | | Vehicles | | | 107,527 | | | | - | | | | 5 | | | | Robots/Tray Bins | | | 205,650 | | | | - | | | | 5 | | | | Production molds | | | 145,173 | | | | - | | | | 5 | | | | Total property and equipment, gross | | | 145,173 | | | | - | | | 5 | | | Accumulated depreciation | | | (305,023 | ) | | | - | | | | 5 | | | | Total property and equipment - net | | $ | 240,824 | | | $ | - | | | | | | | Assets 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. Depreciation and amortization expense for the years ended June 30, 2025 and 2024, was $19,519 and $0, respectively. Depreciation 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** **** Accounts payable and accrued liabilities were as follows at June 30, 2025 and 2024, respectively: Schedule of Accounts Payable and Accrued Liabilities | | | June 30, 2025 | | | June 30, 2024 | | | | 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 30, 2025 | | | | June 30, 2024 | | | | 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 | | | | | **** **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **** **Note 5 Debt** The following represents a summary of the Companys debt (notes payable and convertible notes payable) at June 30, 2025 and 2024: Schedule of the Companys Debt | | | Issue Date | | Maturity Date | | Interest Rate | | Default Interest Rate | | Collateral | | Related Party | | Conversion Price | | | Debt Type | | | Loan #1 | | September 22, 2022 | | February 6, 2024 | | 15.00% | | 24.00% | | All assets | | No | | $ | 0.033 | | | Convertible Note Payable | | | Loan #2 | | February 5, 2023 | | February 5, 2024 | | 15.00% | | 24.00% | | All assets | | No | | $ | 0.033 | | | Convertible Note Payable | | | Loan #3 | | February 28, 2023 | | February 28, 2024 | | 15.00% | | 24.00% | | All assets | | No | | $ | 0.033 | | | Convertible Note Payable | | | Loan #4 | | March 24, 2023 | | March 24, 2024 | | 15.00% | | 24.00% | | All assets | | No | | $ | 0.033 | | | Convertible Note Payable | | | Loan #5 | | April 17, 2023 | | April 17, 2024 | | 15.00% | | 24.00% | | All assets | | No | | $ | 0.033 | | | Convertible Note Payable | | | Loan #6 | | June 1, 2023 | | June 1, 2024 | | 15.00% | | 24.00% | | All assets | | No | | $ | 0.033 | | | Convertible Note Payable | | | Loan #7 | | October 5, 2023 | | October 5, 2024 | | 15.00% | | 24.00% | | All assets | | No | | $ | 0.033 | | | Convertible Note Payable | | | Loan #8 | | November 17, 2023 | | November 17, 2024 | | 15.00% | | 24.00% | | All assets | | No | | $ | 0.033 | | | Convertible Note Payable | | | Loan #9 | | December 6, 2023 | | December 6, 2024 | | 15.00% | | 24.00% | | All assets | | No | | $ | 0.033 | | | Convertible Note Payable | | | Loan #10 | | January 24, 2024 | | January 24, 2025 | | 15.00% | | 24.00% | | All assets | | No | | $ | 0.033 | | | Convertible Note Payable | | | Loan #11 | | March 13, 2024 | | March 13, 2025 | | 15.00% | | 24.00% | | All assets | | No | | $ | 0.033 | | | Convertible Note Payable | | | Loan #12 | | May 5, 2024 | | May 5, 2025 | | 15.00% | | 24.00% | | All assets | | No | | $ | 0.033 | | | Convertible Note Payable | | | Loan #13 | | September 24, 2024 | | September 24, 2025 | | 15.00% | | 24.00% | | All assets | | No | | $ | 0.033 | | | Convertible Note Payable | | | Loan #14 | | February 19, 2025 | | February 19, 2026 | | 15.00% | | 24.00% | | All assets | | No | | $ | 0.033 | | | Convertible Note Payable | | | Loan #15 | | March 13, 2025 | | March 13, 2027 | | 15.00% | | 24.00% | | All assets | | No | | $ | 0.033 | | | Convertible Note Payable | | | Loan #16 | | June 29, 2023 | | November 1, 2025 | | 15.00% | | 16.00% | | Unsecured | | No | | $ | 0.033 | | | Convertible Note Payable | | | Loan #17 | | August 28, 2023 | | November 1, 2025 | | 15.00% | | 16.00% | | Unsecured | | No | | $ | 0.033 | | | Convertible Note Payable | | | Loan #18 | | January 23, 2025 | | August 31, 2025 | | 17.50% | | 4.5%/month | | Unsecured | | No | | | N/A | | | Notes Payable | | | Loan #19 | | September 10, 2024 | | September 10, 2027 | | 15.00% | | 0.00% | | Unsecured | | No | | | 35% discount | | | Convertible Note Payable | | | Loan #20 | | September 4, 2024 | | September 4, 2027 | | 15.00% | | 0.00% | | Unsecured | | No | | | 35% discount | | | Convertible Note Payable | | | Loan #21 | | September 4, 2024 | | September 4, 2027 | | 15.00% | | 0.00% | | Unsecured | | No | | | 35% discount | | | Convertible Note Payable | | | Loan #22 | | September 4, 2024 | | September 4, 2027 | | 15.00% | | 0.00% | | Unsecured | | No | | | 35% discount | | | Convertible Note Payable | | | Loan #23 | | September 4, 2024 | | September 4, 2027 | | 15.00% | | 0.00% | | Unsecured | | No | | | 35% discount | | | Convertible Note Payable | | | Loan #24 | | September 4, 2024 | | September 4, 2027 | | 15.00% | | 0.00% | | Unsecured | | No | | | 35% discount | | | Convertible Note Payable | | | Loan #25 | | September 4, 2025 | | September 5, 2027 | | 15.00% | | 0.00% | | Unsecured | | No | | | 35% discount | | | Convertible Note Payable | | | Loan #26 | | September 10, 2021 | | September 10, 2026 | | 8.99% | | 20.00% | | Vehicle | | No | | | N/A | | | Notes Payable | | | Loan #27 | | September 10, 2021 | | September 10, 2026 | | 8.99% | | 20.00% | | Vehicle | | No | | | N/A | | | Notes Payable | | | Loan #28 | | September 4, 2024 | | September 4, 2027 | | 15.00% | | 0.00% | | Unsecured | | No | | | 35% discount | | | Convertible Note Payable | | | Loan #29 | | June 15, 2018 | | June 21, 2024 | | 18.00% | | 0.00% | | Unsecured | | No | | | N/A | | | Notes Payable | | | Loan #30 | | September 4, 2024 | | September 4, 2027 | | 15.00% | | 0.00% | | Unsecured | | No | | | 35% discount | | | Notes Payable | | | Loan #31 | | September 4, 2024 | | September 4, 2027 | | 15.00% | | 0.00% | | Unsecured | | No | | | 35% discount | | | Notes Payable | | | F-35 | | | | | **** **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **** The following represents a summary of the Companys convertible notes payable at June 30, 2025 and 2024: Schedule 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 | ) | | | Amortization of debt discount | | | 638,194 | | | | June 30, 2024 | | | 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 | | | | Repayments | | | (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 Companys convertible notes payable at June 30, 2025 and 2024: Schedule of Convertible Notes Payable Details | | | Year Ended June 30, 2024 | | | | | | June 30, 2023 | | | Proceeds | | | Debt discount | | | Amortization of debt discount | | | Non-cash increase of debt | | | Repayments | | | June 30, 2024 | | | | Loan #1 | | $ | 685,256 | | | $ | - | | | $ | - | | | $ | 53,214 | | | $ | - | | | $ | - | | | $ | 738,470 | | | | Loan #2 | | | 376,569 | | | | - | | | | - | | | | 242,431 | | | | - | | | | - | | | | 619,000 | | | | Loan #3 | | | 94,058 | | | | - | | | | - | | | | 66,883 | | | | - | | | | - | | | | 160,941 | | | | Loan #4 | | | 89,170 | | | | - | | | | - | | | | 71,771 | | | | - | | | | - | | | | 160,941 | | | | Loan #5 | | | 86,253 | | | | - | | | | - | | | | 74,688 | | | | - | | | | - | | | | 160,941 | | | | Loan #6 | | | 172,081 | | | | - | | | | - | | | | 27,919 | | | | - | | | | - | | | | 200,000 | | | | Loan #7 | | | - | | | | 62,000 | | | | (9,300 | ) | | | 6,621 | | | | - | | | | - | | | | 59,321 | | | | Loan #8 | | | - | | | | 62,000 | | | | (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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** Schedule of Notes Payable | | | June 30, 2024 | | | Proceeds | | | Debt acquired in acquisitions | | | Debt discount | | | Amortization of debt discount | | | Non-cash increase of debt | | | Repayments | | | Conversion to Common Stock | | | June 30, 2025 | | | Short Term | | | Long Term | | | In Default | | | | | | Year Ended June 30, 2025 | | | | | | June 30, 2024 | | | Proceeds | | | Debt acquired in acquisitions | | | Debt discount | | | Amortization of debt discount | | | Non-cash increase of debt | | | Repayments | | | Conversion to Common Stock | | | June 30, 2025 | | | Short Term | | | Long Term | | | In Default | | | | Loan #1 | | $ | 738,470 | | | $ | - | | | $ | - | | | $ | - | | | $ | 3,090 | | | $ | - | | | $ | - | | | $ | - | | | $ | 741,560 | | | $ | 741,560 | | | $ | - | | | $ | 741,560 | | | | Loan #2 | | | 619,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 619,000 | | | $ | 619,000 | | | | - | | | | 619,000 | | | | Loan #3 | | | 160,941 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 160,941 | | | | 160,941 | | | | - | | | | 160,941 | | | | Loan #4 | | | 160,941 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 160,941 | | | | 160,941 | | | | - | | | | 160,941 | | | | Loan #5 | | | 160,941 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 160,941 | | | | 160,941 | | | | - | | | | 160,941 | | | | Loan #6 | | | 200,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 200,000 | | | | 200,000 | | | | - | | | | 200,000 | | | | Loan #7 | | | 59,321 | | | | - | | | | - | | | | - | | | | 2,679 | | | | - | | | | - | | | | - | | | | 62,000 | | | | 62,000 | | | | - | | | | 62,000 | | | | Loan #8 | | | 58,177 | | | | - | | | | - | | | | - | | | | 3,823 | | | | - | | | | - | | | | - | | | | 62,000 | | | | 62,000 | | | | - | | | | 62,000 | | | | 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 | ** | | | (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 notes face value, with any excess fair value recorded as derivative expense. | | | F-37 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** 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: Schedule 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 | | $ | 113,955 | | | | Loss on debt extinguishment | | $ | 113,955 | | | 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 | | | | | **** **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **** **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 Companys notes payable: Summary of Notes Payable | | | | | | | | June 30, 2024 | | $ | - | | | | Beginning balance | | $ | - | | | | Proceeds | | | 1,547,000 | | | | Repayments | | | (23,988 | ) | | | Debt acquired in acquisition | | | 67,262 | | | | June 30, 2025 | | $ | 1,590,274 | | | | Ending balance | | $ | 1,590,274 | | | The following represents a detail of the Companys notes payable at June 30, 2025 and 2024: Schedule of Notes Payable | | | June 30, 2024 | | | Proceeds | | | Debt acquired in acquisitions | | | Repayments | | | June 30, 2025 | | | Short Term | | | Long Term | | | In-Default | | | | | | Year Ended June 30, 2025 | | | | | | June 30, 2024 | | | Proceeds | | | Debt acquired in acquisitions | | | Repayments | | | June 30, 2025 | | | Short Term | | | Long Term | | | In-Default | | | | Loan #18 | | $ | - | | | $ | - | | | $ | 30,000 | * | | $ | (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 | | | - | | | | - | | | | 20,000 | * | | | - | | | | 20,000 | | | | 20,000 | | | | - | | | | 20,000 | | | | Loan #30 | | | - | | | | 997,000 | | | | - | | | | - | | | | 997,000 | | | | 997,000 | | | | - | | | | - | | | | Loan #31 | | | - | | | | 550,000 | | | | - | | | | - | | | | 550,000 | | | | 550,000 | | | | - | | | | - | | | | Total | | $ | - | | | $ | 1,547,000 | | | $ | 67,262 | | | $ | (23,988 | ) | | $ | 1,590,274 | | | $ | 1,576,250 | | | $ | 14,024 | | | $ | 20,000 | | | | * | 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** 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%. Pursuant 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 Companys various debt arrangements as follows: Schedule of Maturities of Various Debt Arrangements | For the Year Ended June 30, | | Convertible Notes Payable | | | Notes Payable | | | 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 | | | | 1,590,274 | | | | 7,052,656 | | | | Less: unamortized debt discount | | | (723,889 | ) | | | - | | | | (723,889 | ) | | | Net amount due | | $ | 4,738,493 | | | $ | 1,590,274 | | | $ | 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. **** **Preferred Stock** The Companys preferred stock is as follows. | | Authorized Shares: 1,000,000 | | | | Par Value: $0.001 per share | | 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **Series A, Preferred Stock** **** | | Designated Shares: 1,000 | | | | Issued & Outstanding: 1,000 shares as of June 30, 2025 and 2024, respectively | | | | Par Value: $0.001 per share | | | | Stated Value: None | | | | Conversion Terms: None | | | | Dividend Provisions: None | | | | Voting 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 Rights: None | | | | Derivative 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. | | **Series B, Convertible Preferred Stock** **** | | Designated Shares: 5,000 | | | | Issued & Outstanding: 1,950 shares as of June 30, 2025 and 2024, respectively | | | | Par Value: $0.001 per share | | | | Stated Value: None | | | | Conversion Terms: convertible into 5,000 shares of common stock and 5,000 warrants with an exercise price of $0.033/share. | | | | Dividend Provisions: None | | | | Voting Rights: None | | | | Liquidation Preference: None | | | | Redemption Rights: None | | | | Derivative 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. During the years ended June 30, 2025 and 2024, the Company recorded additional deemed dividends of $11,566 and $84,106, respectively. **Series 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 Value: $0.001 per share | | | | Stated Value: None | | | | Conversion Terms: convertible into 6,000 shares of common stock | | | | Dividend Provisions: None | | | | Voting Rights: None | | | | Liquidation Preference: None | | | | Redemption Rights: None | | | | Rank junior to Series B, convertible preferred stock | | | | Derivative 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 | | | | | **** **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **** **Preferred Stock Transactions for the Year Ended June 30, 2025** Series 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. Pursuant 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 Companys 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 Schedule of Unvested Series C Convertible Preferred Stock | | | | | | Weighted Average | | | | | | Number of | | | Gant Date | | | | Non-Vested Shares | | Shares | | | Fair Value | | | | June 30, 2024 | | | - | | | | - | | | | 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 | | | | | | | During 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** Shares 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 Companys 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 Companys 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: Schedule of Revenue Based Equity Awards | Company Revenue | | | 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** 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: Schedule of EBITDA Based Equity Awards | Company EBITDA | | | Restricted Stock Award (% of equity) | | | | $ | 1,000,000 | | | | 2 | % | | | $ | 3,000,000 | | | | 3 | % | | | $ | 5,000,000 | | | | 4 | % | | | $ | 10,000,000 | | | | 5 | % | | | $ | 20,000,000 | | | | 6 | % | | | $ | 30,000,000 | | | | 7 | % | | | $ | 50,000,000 | | | | 8 | % | | | $ | 100,000,000 | | | | 10 | % | | 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 Pursuant 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** 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 Companys 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. **Series 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 Value: $0.001 per share | | | | Stated Value: None | | | | Conversion Terms: convertible into 6,000 shares of common stock | | | | Dividend Provisions: None | | | | Voting Rights: None | | | | Liquidation Preference: None | | | | Redemption Rights: None | | | | Rank junior to Series B, convertible preferred stock | | | | Derivative 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. | | **Series 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** See Note 5 for additional discussion regarding debt and related calculation of loss on debt extinguishment. **Series 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. **** **Common 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 Value: $0.001 per share | | | | Voting Rights: 1 vote per share | | **** **Equity 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. **Common 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. **Equity 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 | | | | | **** **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **** **Warrants** Warrant activity for the years ended June 30, 2025 and 2024 are summarized as follows: Schedule of Stock Warrant Activity | | | | | | | | | Weighted | | | | | | | | | | | | | | | Average | | | | | | | | | | | | Weighted | | | Remaining | | | Aggregate | | | | | | Number of | | | Average | | | Contractual | | | Intrinsic | | | | Warrants | | Warrants | | | 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** **** Acquisition 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 Skytechs 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** 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: Schedule of Estimated Fair Value of Assets Acquired and Liabilities | | | | | | | Consideration | | | | | | Series 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 | | | | Accounts receivable | | | 22,624 | | | | Prepaids and other | | | 114,590 | | | | Inventory | | | 252,203 | | | | Property and equipment - net | | | 26,942 | | | | Operating lease - right - of -use asset | | | 13,317 | | | | Total assets acquired | | | 458,016 | | | | | | | | | | | Accounts payable and accrued expenses | | | 1,517,927 | | | | Notes payable | | | 67,262 | | | | Operating 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 | | | | | | | | | | | Goodwill (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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** 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. Schedule of Supplemental Proforma Information | | | Nine Months Ended | | | Year Ended | | | | | | March 31, 2025 | | | June 30, 2024 | | | | | | | | | | | | | Revenues - net | | $ | 1,345,874 | | | $ | 1,830,427 | | | | | | | | | | | | | | | Net loss | | $ | (2,391,487 | ) | | $ | (3,820,900 | ) | | | | | | | | | | | | | | Loss per share - basic | | $ | (0.02 | ) | | $ | (0.03 | ) | | | | | | | | | | | | | | Loss per share - diluted | | $ | (0.02 | ) | | $ | (0.03 | ) | | | | | | | | | | | | | | Weighted average number of shares - basic | | | 128,945,181 | | | | 126,540,836 | | | | | | | | | | | | | | | Weighted average number of shares - diluted | | | 128,945,181 | | | | 126,540,836 | | | **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. Acquisition 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, Skytechs technology and expertise align seamlessly with the Companys integrated business model that combines hotel ownership with Robotics-as-a-Service (RaaS) solutions. With Skytechs smart service technologies now part of the Companys 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 Companys proprietary technology capabilities, | | | | Accelerate integration with SWCs packaging operations, | | | | Improve customer service automation; and | | | | Create cost and labor efficiencies across the Companys product delivery chain. | | | F-49 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** 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. Schedule of Estimated Fair Value of Assets Acquired and Liabilities | | | | | | | | Consideration | | | | | | | Series 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: | | | | | | | | | | | | | | Accounts receivable | | | 19,250 | | | | Property and equipment - net | | | 32,550 | | | | Total assets acquired | | | 51,800 | | | | | | | | | | | Accounts payable and accrued expenses | | | 3,650 | | | | Accounts payable and accrued expenses - related parties | | | 310,300 | | | | Total liabilities assumed | | | 313,950 | | | | | | | | | | | Total identifiable net liabilities assumed | | | (262,150 | ) | | | | | | | | | | Goodwill | | $ | 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. Schedule of Supplemental Proforma Information | | | Nine Months Ended | | | Year Ended | | | | | | March 31, 2025 | | | June 30, 2024 | | | | | | | | | | | | | Revenues - net | | $ | 43,232 | | | $ | 89,272 | | | | | | | | | | | | | | | Net loss | | $ | (2,156,766 | ) | | $ | (3,235,506 | ) | | | | | | | | | | | | | | Loss per share - basic | | $ | (0.02 | ) | | $ | (0.03 | ) | | | | | | | | | | | | | | Loss per share - diluted | | $ | (0.02 | ) | | $ | (0.03 | ) | | | | | | | | | | | | | | Weighted average number of shares - basic | | | 128,945,181 | | | | 126,540,836 | | | | | | | | | | | | | | | Weighted average number of shares - diluted | | | 128,945,181 | | | | 126,540,836 | | | **Year Ended June 30, 2024** **** Acquisition 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. Future 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** 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. 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. Schedule of Estimated Fair Value of Assets Acquired and Liabilities | | | | | | | | Consideration | | | | | | | Series A - preferred stock - 1,000 shares | | $ | - | | | | Series C - convertible preferred stock - 13,333 shares | | | 868,708 | | | | | | | | | | | Fair value of consideration transferred | | | 868,708 | | | | | | | | | | | Recognized amounts of identifiable assets acquired and liabilities assumed: | | | | | | | | | | | | | | Cash | | | 111,863 | | | | Other assets | | | 126,000 | | | | Total assets acquired | | | 237,863 | | | | | | | | | | | Accounts payable and accrued expenses | | | 4,845 | | | | Other current liabilities | | | 261,852 | | | | Total liabilities assumed | | | 266,697 | | | | | | | | | | | Total identifiable net liabilities assumed | | | (28,834 | ) | | | | | | | | | | Goodwill | | $ | 897,542 | | | 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 Impairment During 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. Goodwill Summary For the years ended June 30, 2025 and 2024, goodwill was as follows: **Schedule of Goodwill** | Balance - June 30, 2023 | | $ | - | | | | Acquisition of FHVH | | | 897,542 | | | | Balance - June 30, 2024 | | | 897,542 | | | | 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** Acquisition of SWC (See Note 9 for detailed discussion). Intangibles consisted of the following at June 30, 2025 and June 30, 2024, respectively: Schedule of Intangible Assets**** | | | | | | | | | Estimated Useful | | | Weighted Average Remaining | | | | Type | | June 30, 2025 | | | June 30, 2024 | | | 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** Amortization expense for the years ended June 30, 2025 and 2024 was $26,033 and $0, respectively. There were no impairment losses for the years ended June 30, 2025 and 2024, respectively. Estimated amortization expense for each of the five (5) succeeding years and thereafter is as follows: **Schedule 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 Companys common stock. As a result, the embedded conversion options are not considered indexed to the Companys 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. During 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: Schedule of Significant Assumptions Used In Valuation of Derivative Liability | | | | June 30, 2025 | | | | | | | | | | | Expected term (years) | | | 2.18 - 2.43 | | | | Expected volatility | | | 207.70% - 233.30 | % | | | Expected dividends | | | 0.00% - 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: Schedule 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 | | $ | 1,102,992 | | | 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 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** Changes 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, respectively. 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, respectively. 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. Liabilities measured at fair value on a recurring basis consisted of the following at June 30, 2025: Schedule of Financial Instruments at Fair Value on a Recurring Basis | | | June 30, 2025 | | | | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | Liabilities | | | | | | | | | | | | | | | Derivative liabilities | | $ | - | | | $ | - | | | $ | 1,102,992 | | | $ | 1,102,992 | | | | Total | | $ | - | | | $ | - | | | $ | 1,102,992 | | | $ | 1,102,992 | | | **** 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 Operating 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. | Foodservice Packaging Distribution and; | | | 2. | Robotics-as-a-Service (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 CODMs 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 Companys 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 | | | | | **** **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** Reconciliations The following tables present financial information for the Companys 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. Schedule of Segment Reporting for Reconciliation of Revenue | | | | | | | | | | | | | | For the Years Ended June 30, | | | | | | 2025 | | | 2024 | | | | Revenues | | | | | | | | | Foodservice Packaging | | $ | 466,633 | | | $ | - | | | | RaaS | | | 15,652 | | | | - | | | | Other Corporate Overhead | | | - | | | | - | | | | Revenues - continuing operations | | | 482,285 | | | | - | | | | Revenues - discontinued operations | | | 41,551 | | | | 89,272 | | | | Total | | $ | 523,836 | | | $ | 89,272 | | | | Revenues | | $ | 523,836 | | | $ | 89,272 | | | | | | | | | | | | | | | Costs and expenses | | | | | | | | | | | Foodservice Packaging | | $ | 737,980 | | | $ | - | | | | RaaS | | | 1,334,997 | | | | - | | | | Other Corporate Overhead | | | 2,956,380 | | | | 712,052 | | | | Costs and expenses - continuing operations | | | 5,029,357 | | | | 712,052 | | | | Costs and expenses - discontinued operations | | | 214,443 | | | | 365,887 | | | | Total | | $ | 5,243,800 | | | $ | 1,077,939 | | | | Costs and expenses | | $ | 5,243,800 | | | $ | 1,077,939 | | | | | | | | | | | | | | | Loss from operations | | | | | | | | | | | Foodservice Packaging | | $ | (271,347 | ) | | $ | - | | | | RaaS | | | (1,319,345 | ) | | | - | | | | Other Corporate Overhead | | | (2,956,380 | ) | | | (712,052 | ) | | | Loss from continuing operations | | | (4,547,072 | ) | | | (712,052 | ) | | | Loss from discontinued operations | | | (172,892 | ) | | | (276,615 | ) | | | Total | | $ | (4,719,964 | ) | | $ | (988,667 | ) | | | Loss from operations | | $ | (4,719,964 | ) | | $ | (988,667 | ) | | | | | | | | | | | | | | Other income (expense) - net | | | | | | | | | | | Foodservice Packaging | | $ | (14,648 | ) | | $ | - | | | | RaaS | | | (546,729 | ) | | | - | | | | Other Corporate Overhead | | | (2,827,734 | ) | | | (2,241,410 | ) | | | Loss from continuing operations | | | (3,389,111 | ) | | | (2,241,410 | ) | | | Loss from discontinued operations | | | (6,803 | ) | | | (5,429 | ) | | | Total | | $ | (3,395,914 | ) | | $ | (2,246,839 | ) | | | Other income (expenses)- net | | $ | (3,395,914 | ) | | $ | (2,246,839 | ) | | | | | | | | | | | | | | Net loss | | | | | | | | | | | Foodservice Packaging | | $ | (285,995 | ) | | $ | - | | | | RaaS | | | (1,866,074 | ) | | | - | | | | Other Corporate Overhead | | | (5,784,115 | ) | | | (2,953,462 | ) | | | Net loss from continuing operations | | | (7,936,184 | ) | | | (2,953,462 | ) | | | Net loss from discontinued operations | | | (179,694 | ) | | | (282,044 | ) | | | Total | | $ | (8,115,878 | ) | | $ | (3,235,506 | ) | | | Net loss | | $ | (8,115,878 | ) | | $ | (3,235,506 | ) | | | | | | | | | | | | | | | | For the Years Ended June 30, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Total Assets | | | | | | | | | | | Foodservice Packaging | | $ | 5,986,956 | | | $ | - | | | | RaaS | | | 1,299,198 | | | | - | | | | Other Corporate Overhead | | | 38,380 | | | | 1,549,258 | | | | Assets - continuing operations | | | 7,324,534 | | | | 1,549,258 | | | | Assets - discontinued operations | | | - | | | | 93,363 | | | | Total | | $ | 7,324,534 | | | $ | 1,642,621 | | | | Total Assets | | $ | 7,324,534 | | | $ | 1,642,621 | | | | | | | | | | | | | | | Total Liabilities | | | | | | | | | | | Foodservice Packaging | | $ | 1,642,420 | | | $ | - | | | | RaaS | | | 275,801 | | | | - | | | | Other Corporate Overhead | | | 9,550,421 | | | | 4,618,338 | | | | Liabilities - continuing operations | | | 11,468,642 | | | | 4,618,338 | | | | Liabilities - discontinued operations | | | 479,005 | | | | 457,610 | | | | Total | | $ | 11,947,647 | | | $ | 5,075,948 | | | | Total Liabilities | | $ | 11,947,647 | | | $ | 5,075,948 | | | **** | F-54 | | | | | **** **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **** **Note 14 Discontinued Operations** **** On June 30, 2025, management elected to discontinue the Companys 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 Companys 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: Schedule of Discontinued Operations | | | | | | | | | | | | | | For the Years Ended June 30, | | | | | | 2025 | | | 2024 | | | | Revenues - net | | $ | 41,551 | | | $ | 89,272 | | | | Costs and expenses | | | 214,443 | | | | 365,887 | | | | Loss from operations | | | (172,892 | ) | | | (276,615 | ) | | | General and administrative expenses | | | (6,802 | ) | | | (5,429 | ) | | | Net loss from discontinued operations | | $ | (179,694 | ) | | $ | (282,044 | ) | | **** Assets 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 | | | | Inventory | | | - | | | | 25,995 | | | | Total assets | | $ | - | | | $ | 93,363 | | | | | | | | | | | | | | | Current liabilities | | | | | | | | | | | Accounts payable and accrued expenses | | $ | 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: Schedule of Deferred Tax Assets and Liabilities | | | June 30, 2025 | | | June 30, 2024 | | | | Deferred 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 | | | | | | | | | | | | | | | Deferred 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: ****Schedule of Components of the Income Tax Benefit | | | June 30, 2025 | | | June 30, 2024 | | | | Current | | $ | - | | | $ | - | | | | Deferred | | | - | | | | - | | | | Total income tax provision (benefit) | | | - | | | | - | | | | Less: valuation allowance | | | - | | | | - | | | | Total | | $ | - | | | $ | - | | | **** | F-55 | | | | | **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** Deferred 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: ****Schedule of Reconciliation of Provision for Income Tax | | | June 30, 2025 | | | June 30, 2024 | | | | 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% | | | | Valuation Allowance | | | 4.91% | | | | -6.90% | | | | Change in valuation allowance | | | 0.00% | | | | 0.00% | | | **** Federal net operating loss carry forwards at June 30, 2025 and 2024 were approximately as follows: ****Schedule of Operating Loss Carry Forwards | June 30, 2025 | | | June 30, 2024 | | | | | | | | | | | $ | 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. **Valuation Allowance** 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 Companys 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 | | | | | **** **NIGHTFOOD HOLDINGS, INC. AND SUBSIDIARIES** **DBA TECHFORCE ROBOTICS** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **JUNE 30, 2025 AND 2024** **** **Note 16 - Subsequent Events** **** Subsequent to June 30, 2025, the Company had the following transactions: **** **Acquisition 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 Companys 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. **** **Consideration Transferred** **** The aggregate purchase price was approximately $39.0 million (the Purchase Price), satisfied by the issuance of 216,667 shares of the Companys 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 Companys 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. **Accounting 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. Management 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 Period** 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. **Acquisition 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 Companys 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. **** **Consideration Transferred** **** The aggregate purchase price was approximately $24.0 million, satisfied primarily through the issuance of 133,333 shares of the Companys 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 Companys common stock VWAP as of the closing date. **** **Accounting 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 | | | | Related 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 Period** **** 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 Companys new independent registered public accounting firm. The reports of GreenGrowth regarding the Companys 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 Companys 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 Companys 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. During 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 Companys internal control over financial reporting. During the Companys fiscal year ending June 30, 2023 and 2022, respectively, and through April 12, 2024, neither the Company nor anyone on the Companys 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 Companys 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 SECs 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. | 28 | | | | | 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** **** Management 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. | | **Managements Plan to Address Deficiencies** **** Management 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. **Managements 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). Management 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: | | Records 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. | | | 29 | | | | | **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** **** Management 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 Managements 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. | | | | Acquisition 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. Managements 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. **Changes 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. | 30 | | | | | **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 | | 46 | | Chief Executive Officer | | | James Steigerwald | | 54 | | Chairman of the Board of Directors, Chief Operating Officer, Director | | | Lei Sonny Wang | | 46 | | Chief Revenue Officer, Director | | | Christopher Dieterich | | 77 | | Independent Director | | | Thomas Morse | | 55 | | Independent Director | | | Ried Floco | | 54 | | President, Director | | **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 Steigerwald** **** 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 Avenues 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. | 31 | | | | | **** **Lei Sonny Wang** 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 Californias 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. Wangs history in managing, launching, and growing companies that address critical challenges uniquely positions him as a qualified board member. NGTF believes that Mr. Wangs 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. **Thomas 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. | 32 | | | | | **** **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 Companys 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** During 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. **Director 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 Companys 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 recipients 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 companys outside auditor, or at any time during the past three years was a partner or employee of the companys outside auditor, and who worked on the companys 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. | 33 | | | | | **** **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** **Summary 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 Compensation | | | Nonqualified Deferred Compensation Earnings | | | All Other Compensation | | | Total | | | | Sean Folkson, former CEO (1) | | 2025 | | $ | 0 | | | | - | | | $ | - | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 2024 | | $ | 70,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | $ | 70,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Lei Sonny Wang | | 2025 | | $ | 100,000 | | | | - | | | $ | 91,800 | | | | | | | | | | | | | | | | | | | | 191,800 | | | | former CEO (2) | | 2024 | | $ | 50,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | $ | 50,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Jimmy Chan | | 2025 | | $ | 30,000 | | | | - | | | $ | 91,800 | | | | | | | | | | | | | | | | | | | $ | 121,800 | | | | CEO (3) | | 2024 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James Steigerwald COO (4) | | 2025 | | $ | 30,000 | | | | - | | | $ | 64,260 | | | | | | | | | | | | | | | | | | | $ | - | | | | | | 2024 | | $ | 0 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Ried Floco COO (5) | | 2025 | | $ | 30,000 | | | | - | | | $ | 122,400 | | | | | | | | | | | | | | | | | | | $ | - | | | | | | 2024 | | $ | 0 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (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. | 34 | | | | | **** **Director Compensation** 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 incash $ | | | Stock Awards $ | | | Option Award $ | | | Non-Equity Incentive Plan Compensation $ | | | Nonqualified Deferred Compensation Earnings $ | | | All Other Compensation $ | | | Total $ | | | | 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James Steigerwald | | | 3,000 | | | | 11,000 | (3) | | | | | | | | | | | | | | | | | | | 14,000 | | | | Lei Sonny Wang | | | 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 | | | | Thomas 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 | | | | Thomas 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 Companys 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 Companys 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 Steigerwald** In connection with Mr. Steigerwalds 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 Companys 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 | 35 | | | | | **** **Lei Sonny Wang** 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 Companys 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 Companys 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. | 36 | | | | | **** **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. | 37 | | | | | 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 | | Common Stock Owned | | | Shares Issuable upon Conversion (7) | | | Total Beneficial Ownership | | | Percentage of Common Stock Outstanding (10) | | | | Jimmy Chan | | | - | | | | 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 Director | | | 6- | Independent Director | | | 7- | Represents shares of common stock issuable conversion of the Companys 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. | | **Changes 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 Companys controlling shareholder as a result of a transaction whereunder our former controlling shareholder, Mr. Lei Sonny Wang, transferred 1,000 shares of the Companys 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. **Director 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. | 38 | | | | | Pursuant 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 NGTFs Series Super Voting A Preferred Stock held by the NGTF Series A Shareholder, and (ii) an aggregate of 13,333 newly issued shares of NGTFs 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 companys 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 arms 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 companys 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. Folksons 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 Agreements 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 NGTFs 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. | 39 | | | | | 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 Wangs 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. | 40 | | | | | **** **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 30, 2025 | | | June 30, 2024 | | | | 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 | | | 41 | | | | | **** **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 INDEX** | 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants Current Report on Form 8-K/A filed with the Commission on March 19, 2024) | | | 4.1 | | Common Stock Purchase Warrant issued to Fourth Man, LLC dated as of June 29, 2023 (Incorporated by reference to Exhibit 10.47 on the Registrants Annual Report on Form 10-K filed with the Commission on October 13, 2023). | | | 4.2 | | Common Stock Purchase Warrant issued to Fourth Man, LLC dated as of August 28, 2023 (Incorporated by reference to Exhibit 10.52 on the Registrants Annual Report on Form 10-K filed with the Commission on October 13, 2023). | | | 4.3 | | Warrants issued to J.H. Darbie & Co., Inc. dated as of June 29, 2023 (incorporated by reference to Exhibit 4.3 on the Registrants Quarterly Report on Form10-Q filed with the Commission on December 29, 2023) | | | 4.4 | | Warrants issued to J.H. Darbie & Co., Inc. dated as of August 28, 2023 (incorporated by reference to Exhibit 4.6 on the Registrants Quarterly Report on Form10-Q filed with the Commission on December 29, 2023) | | | 10.1 | | Promissory Note issued to Fourth Man, LLC dated as of June 29, 2023 (Incorporated by reference to Exhibit 10.46 on the Registrants Annual Report on Form 10-K filed with the Commission on October 13, 2023). | | | 10.2 | | Promissory Note issued to Fourth Man, LLC dated as of August 28, 2023 (Incorporated by reference to Exhibit 10.51 on the Registrants Annual Report on Form 10-K filed with the Commission on October 13, 2023). | | | 10.3 | | Securities Purchase Agreement with Mast Hill Fund, L.P. (Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed with the Commission on November 20, 2023) | | | 10.4 | | Promissory Note dated with Mast Hill Fund, L.P. (Incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K filed with the Commission on November 20, 2023) | | | 10.5 | | Securities Purchase Agreement dated as of June 29, 2023 between the Company and Fourth Man, LLC (Incorporated by reference to Exhibit 10.45 on the Registrants Annual Report on Form 10-K filed with the Commission on October 13, 2023). | | | 42 | | | | | | 10.6 | | Securities Purchase Agreement dated as of August 28, 2023 between the Company and Fourth Man, LLC (Incorporated by reference to Exhibit 10.50 on the Registrants Annual Report on Form 10-K filed with the Commission on October 13, 2023). | | | 10.7 | | Securities Purchase Agreement with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 on the Registrants Current Report on Form 8-K filed with the Commission on December 12, 2023) | | | 10.8 | | Promissory Note with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.2 on the Registrants 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 Registrants Current Report on Form 8-K filed with the Commission on January 26, 2024) | | | 10.10 | | Securities Purchase Agreement with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 on the Registrants Current Report on Form 8-K filed with the Commission on January 29, 2024) | | | 10.11 | | Promissory Note dated January 24, 2024 with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.2 on the Registrants 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 Registrants 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 Registrants 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 Registrants Current Report on Form 8-K filed with the Commission on March 19, 2024) | | | 10.15 | | Securities Purchase Agreement with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 on the Registrants Current Report on Form 8-K filed with the Commission on March 20, 2024) | | | 10.16 | | Promissory Note dated March 12, 2024 with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.2 on the Registrants Current Report on Form 8-K filed with the Commission on March 20, 2024) | | | 10.17 | | Securities Purchase Agreement with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 on the Registrants Current Report on Form 8-K filed with the Commission on May 15, 2024) | | | 10.18 | | Promissory Note dated May 5, 2024 with Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.2 on the Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants Form 8-K/A filed with the Commission on April 2, 2025) | | | 21 | | List of subsidiaries (incorporated by reference to the Registrants 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 Registrants 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* | | Inline XBRL Instance Document | | | 101.SCH* | | Inline XBRL Taxonomy Extension Schema Document | | | 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | 104* | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | * | Filed herewith | | | ++ | Indicates a management contract or compensatory plan. | | **Item 16. Form 10-K Summary** None. | 43 | | | | | **SIGNATURES** Pursuant 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. | | NIGHTFOOD HOLDINGS, INC. | | | | | | | | Date: October 14, 2025 | By: | /s/ Jimmy Chan | | | | | Jimmy Chan | | | | | Chief Executive Officer and Director | | | | | (Principal Executive Officer) | | | | | | | | Date: October 14, 2025 | By: | /s/ Jimmy Chan | | | | | Jimmy Chan | | | | | Chief Financial Officer | | | | | (Principal Financial and Accounting Officer) | | Pursuant 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/ Jimmy Chan | | Chief Executive Officer | | October 14, 2025 | | | Jimmy Chan | | (Principal Executive Officer) | | | | | | | | | | | | /s/ Jimmy Chan | | Chief Financial Officer, Treasurer and Director | | October 14, 2025 | | | Jimmy Chan | | (Principal Financial and Accounting Officer) | | | | | | | | | | | | /s/ Reid Floco | | President & Director | | October 14, 2025 | | | Reid Floco | | | | | | | | | | | | | | /s/ James Steigerwald | | Chief Operating Officer & Director | | October 14, 2025 | | | James Steigerwald | | | | | | | | | | | | | | /s/ Christopher Dieterich | | Director | | October 14, 2025 | | | Christopher Dieterich | | | | | | | | | | | | | | /s/ Thomas Morse | | Director | | October 14, 2025 | | | Thomas Morse | | | | | | | | | | | | | | /s/ Lei Sonny Wang | | Chief Revenue Officer & Director | | October 14, 2025 | | | Lei Sonny Wang | | | | | | | 44 | |