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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, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________to _____________

000-56418

Commission file number

VECTOR 21 HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		88-1065560
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

12136 West Bayaud Avenue, Suite 300 Lakewood, CO		80228
(Address of principal executive offices)		(Zip Code)

303-422-8127

Registrant’s telephone number, including area code

~~9605 West 49th Avenue, Suite 200, Wheat Ridge, Colorado 80033~~________________________________________________

(former name, former address and former fiscal year if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each Class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

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

Common Stock, $0.0001 Par Value

Title of each class

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐  Yes ☒ 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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (ss. 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 management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §ss.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 our common shares of voting stock held by non-affiliates of our Company computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second quarter was $~~32,888~~493.

As of ~~September~~March 1523, ~~2024~~2026, there were 1,697,200 common shares, $0.0001 par value, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated:

None.

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TABLE OF CONTENTS

		PAGE
Item 1.	Business.	3
Item 1A.	Risk Factors.	9
Item 1B.	Unresolved Staff Comments.	18
Item 1C.	Cybersecurity	18
Item 2.	Properties.	18
Item 3.	Legal Proceedings.	18
Item 4.	Mine Safety Disclosure.	19
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	19
Item 6.	Reserved.	20
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2021
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	25
Item 8.	Financial Statements and Supplementary Data.	25
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	26
Item 9A.	Controls and Procedures.	26
Item 9B.	Other Information.	27
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.	27
Item 10.	Directors, Executive Officers and Corporate Governance.	28
Item 11.	Executive Compensation.	31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	31
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	32
Item 14.	Principal Accountant Fees and Services.	33
Item 15.	Exhibit and Financial Statement Schedules.	34
Item 16.	Form 10-K Summary	34
SIGNATURES		35

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PART I

FORWARD LOOKING STATEMENTS

This Form 10-K contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,”” expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

·- the uncertainty of profitability based upon our history of losses;

·- risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;

·- risks related to our operations and

·- other risks and uncertainties related to our business plan and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common stock” refer to the common shares in our capital stock.

ITEM 1. BUSINESS.

GENERAL

The following is a summary of some of the information contained in this document. Unless the context requires otherwise, references in this document to “our Company,” “us,” “we,” “our,” or the “Company” are to Vector 21 Holdings, Inc.

DESCRIPTION OF BUSINESS

Vector 21 Holdings, Inc., a Delaware corporation, (“Vector 21”, “the Company”, “We", "Us" or “Our’) is a publicly quoted shell company seeking to merge with an entity with experienced management and opportunities for growth in return for shares of our common stock to create values for our shareholders. No potential merger candidate has been identified at this time.

Vector 21 was incorporated in Delaware on March 5, 2021.

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Impact of the Ukrainian and Israeli Conflicts

We believe that the conflicts involving Ukraine and Israel do not have any direct impact on our operations, financial condition, or financial reporting. We believe the conflicts will have only a general impact on our operations in the same manner as it is having a general impact on all businesses that have their operations limited to North America resulting from international sanction and embargo regulations, possible shortages of goods and goods incorporating parts that may be supplied from countries involved in the conflicts, supply chain challenges, and the international and US domestic inflation resulting from the conflict and government spending in relation to the conflicts. As we are a shell company, we do not believe we will be targeted for cyber-attacks related to conflicts. We have no operations in the countries directly involved in the conflict or are specifically impacted by any of the sanctions and embargoes, as we principally operate solely in the United States. We do not believe that the conflicts will have any impact on our internal control over financial reporting. Other than general securities market trends, we do not have reason to believe that investors will evaluate the company as having special risks or exposures related to the conflicts.

REPORT TO SECURITY HOLDERS

~~Upon effectiveness~~We ~~of this Registration Statement, we will be~~ are subject to the reporting requirements of Section 12(g) of the Exchange Act, and as such, we intend to file all required disclosures.

You may read and copy any materials we file with the SEC in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

JUMPSTART OUR BUSINESS STARTUPS ACT

We qualify as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as we did not have more than $1.07 billion in annual gross revenues and did not have such amount as of June 30, ~~2024~~2025, our ~~last~~ fiscal year.

We may lose our status as an emerging growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $1.07 billion or (ii) we issue more than $1.0 billion in non-convertible debt in a three-year period. We will lose our status as an emerging growth company if at any time we are deemed to be a large accelerated filer. We will lose our status as an emerging growth company on the last day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement.

As an emerging growth company, we may take advantage of specified reduced reporting and other burdens that are otherwise applicable to generally reporting companies. These provisions include:

A requirement to have only two years of audited financial statement and only two years of related Management Discussion and Analysis Disclosures:

Reduced disclosure about the emerging growth company’s executive compensation arrangements; and

No non-binding advisory votes on executive compensation or golden parachute arrangements.

As an emerging growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934. Such sections are provided below:

Section 404(b) of the Sarbanes-Oxley Act of 2002 requires a public company’s auditor to attest to, and report on, management’s assessment of its internal controls.

Sections 14A(a) and (b) of the Securities and Exchange Act, implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation.

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We have already taken advantage of these reduced reporting burdens in this Form 10-K, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As long as we qualify as an emerging growth company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. We are choosing to irrevocably opt in to the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act.

CURRENT BUSINESS

History

Vector 21 was incorporated in Delaware on March 5, 2021.

Effective April 28, 2021, following a corporate reorganization as described below (‘the Holding Company Reorganization” or ‘the reverse recapitalization”), Vector 21 became the reorganized successor to Momentum Biofuels, Inc. (“Predecessor Company”), a publicly quoted holding company that ceased trading in 2012.

Reorganization into a Holding Company Structure for Vector 21 Holdings, Inc., reorganization successor to Momentum Biofuels, Inc.

Effective March 10, 2021, Momentum Biofuels, Inc. (“Momentum Biofuels Colorado”), a Colorado corporation, redomiciled to Delaware by merging with its wholly owned subsidiary, Momentum Biofuels, Inc., a Delaware corporation.

Momentum Biofuels Colorado ceased to exist as an independent legal entity following its merger with Momentum Biofuels Delaware.

Pursuant to the Delaware Holding Company formation statute, DGCL Section 251(g), Momentum Biofuels Delaware entered into an Agreement and Plan of Merger and Reorganization into a Holding Company with Vector 21 Holdings, Inc. (“Vector 21”) and MBF Ops, Inc. (“MBF Ops.”), both wholly-owned subsidiaries of Momentum Biofuels Delaware, effective April 28, 2021.

The Agreement and Plan of Merger and Reorganization into a Holding Company provided for the merger of Momentum Biofuels Delaware with, and into MBF Ops., with MBF Ops. being the surviving corporation in the merger, as a subsidiary to Vector 21.

Momentum Biofuels Delaware ceased to exist as an independent legal entity following its merger with MBF Ops.

The shareholders of Momentum Biofuels Delaware were converted, by the holding company reorganization, under the Agreement, to shareholders of Vector 21 on a one for one basis pursuant to the Agreement and the Delaware Statute Sec. 251(g).

MBF Ops., the surviving company of the merger with Momentum Biofuels Delaware, became a wholly-owned subsidiary of Vector 21, the holding company.

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Vector 21 became the parent holding company resulting under the Agreement, pursuant to Delaware General Corporation Law section 251(g), with its wholly owned subsidiary company, MBF Ops, the surviving company of the merger with Momentum Biofuels Delaware.

As a result of the Holding Company Reorganization, shareholders in the publicly quoted Momentum Biofuels Delaware, formerly the shareholders of Momentum Biofuels Colorado as of the date of the reorganization, became shareholders in the publicly quoted Vector 21.

MBF Ops, being the direct successor by the merger with Momentum Biofuels Delaware, became a subsidiary company of Vector 21.

Disposal of MBF Ops.

Effective June 28, 2021, Vector 21 disposed of 100% of the issued share capital of its sole subsidiary company, MBF Ops., to an unrelated third party. We made a $1,000 payment in cash to the Purchaser as an incentive to assume ownership and the Board authorized and approved to issue 50,000 (post-split) shares of our common stock to MBF Ops, Inc. as additional capital in the former subsidiary company which had no ongoing business or assets at the time of divestiture. These shares of common stock were approved in Board Minutes. The shares were issued in August 2021.

The Holding Company Reorganization has been accounted for so as to reflect the fact that both Momentum Biofuels Delaware and Vector 21 were under common control at the date of the Holding Company Reorganization.

Reverse and Forward Stock Splits

Effective May 13, 2021, we completed:

a reverse stock split of our outstanding common stock, $0.0001 par value, on a one (1) post-split share for eight thousand (8,000) pre-split shares basis, and subsequently

a forward stock split of our post reverse split outstanding common stock, $0.0001 par value, on a one hundred (100) post-split shares for one (1) pre-split share basis.

As a result of the one (1) for eight thousand (8,000) reverse stock split described above, the number of issued and outstanding shares of the Company’s common stock was reduced from 123,224,444 to 15,403. No fractional shares were issued in connection with the reverse stock split. Instead, a holder of record of common stock who would otherwise be entitled to a fraction of a share was, in lieu thereof, entitled to receive a whole share of common stock. Consequently 1,069 additional shares were issued in respect of fractional shares and therefore a total of 16,472 shares of common stock were issued and outstanding after the reverse split.

As a result of the one hundred (100) post-split shares for one (1) forward stock split described above, the number of issued and outstanding shares of the Company’s common stock was increased from 16,472 to 1,647,200.

A total of 1,697,200 shares of common stock are currently outstanding on the date of the filing.

General Business Plan

Our business plan to seek a merger has many uncertainties which pose risks to investors. To date, we have been unsuccessful in locating a successful acquisition of a business or company.

We intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the “1934 Act”). We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our unlimited discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one potential ~~business venture because of our lack of financial resources. We may seek a business opportunity with entities which~~

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~~have~~business venture because of our lack of financial resources. We may seek a business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. All of these activities have risk to investors including dilution and management.

We expect that the selection of a business opportunity will be complex. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without incurring the cost and time required to conduct an initial public offering.

The analysis of new business opportunities will be undertaken by, or under the supervision of, our Board of Directors. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of the business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.

We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction, as required by SEC Rules and Regulations.

Acquisition Interest

In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another company or entity. We may also acquire stock or assets of an existing business. Upon consummation of a transaction, it is probable that our present management and stockholders will no longer be in control of us. In addition, our directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders, or sell their stock in us. Any such sale will only be made in compliance with the securities laws of the United States and any applicable state.

It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under application federal and state securities laws. In some circumstances, as a negotiated element of the transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after it has successfully consummated a merger or acquisition and is no longer considered an inactive company.

The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on the value of our securities in the future. There is no assurance that such a trading market will develop.

While the actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the business transaction in a so-called “tax-free” reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code (the “Code”). In order to obtain tax-free treatment under the Code, it may be necessary for the owner of the acquired business to own 80% ~~or more of the voting stock of the surviving entity. In such event, our stockholders would retain less than 20% of the~~

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~~issued~~or more of the voting stock of the surviving entity. In such event, our stockholders would retain less than 20% of the issued and outstanding shares of the surviving entity. This would result in significant dilution in the equity of our stockholders.

With respect to any merger or acquisition, and depending upon, among other things, the target company’s assets and liabilities, our stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations of growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders.

We will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements. Although the terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific representations and warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing; (iv) outline the manner of bearing costs, including costs associated with the Company’s attorneys and accountants; (v) set forth remedies on defaults; and (vi) include miscellaneous other terms.

As stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance within the requirements of the 1934 Act, or if the audited financial statements provided do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management. If such transaction is voided, the definitive closing documents will also contain a provision providing for reimbursement for our costs associated with the proposed transaction.

Competition

We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

Investment Company Act 1940

Although we will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, we believe we will not be subject to regulation under the Investment Company Act of 1940 (the “1940 Act”) insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in business combinations that result in us holding passive investment interests in a number of entities, we could be subject to regulation under the 1940 Act. In such event, we would be required to register as an investment company and incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material adverse consequences. We believe that, currently, we are exempt under Regulation 3a-2 of the 1940 Act.

Intellectual Property

We have not and do not own any intellectual property.

Employees

We presently have no full-time executive, operational or clerical staff.

We operate with three directors and two officers who provide their services to us on a part time basis:

Calvin D. Smiley, Sr. is our Chief Executive Officer, President, Acting Chief Financial Officer and a director;

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Michael A. Littman is our ~~secretary~~Secretary and director; and

Redgie Green is a director.

Revenue

We have not recorded any revenues for the years ended June 30, ~~2024~~2025 and ~~2023~~2024 through the date of the filing.

Factors Effecting Future Performance

Our goal is to obtain debt and/or equity finance to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders.

Although there is no assurance that this series of events will be successfully completed, we believe we can successfully complete an acquisition or merger which will enable us to continue as a going concern.

Any acquisition or merger will most likely be dilutive to our existing stockholders.

The factors affecting our future performance are listed and explained below under the section “Risk Factors” below:

ITEM 1A. RISK FACTORS.

FORWARD LOOKING STATEMENTS

THIS DOCUMENT INCLUDES FORWARD-LOOKING STATEMENTS, INCLUDING, WITHOUT LIMITATION, STATEMENTS RELATING TO VECTOR’S PLANS, STRATEGIES, OBJECTIVES, EXPECTATIONS, INTENTIONS AND ADEQUACY OF RESOURCES. THESE FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS THAT MAY CAUSE OUR COMPANY’S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, AMONG OTHERS, THE FOLLOWING: OUR ABILITY TO IMPLEMENT OUR BUSINESS STRATEGY; ABILITY TO OBTAIN ADDITIONAL FINANCING; VECTOR’S LIMITED OPERATING HISTORY; UNKNOWN LIABILITIES ASSOCIATED WITH FUTURE ACQUISITIONS; ABILITY TO MANAGE GROWTH; SIGNIFICANT COMPETITION; ABILITY TO ATTRACT AND RETAIN TALENTED EMPLOYEES; AND FUTURE GOVERNMENT REGULATIONS; AND OTHER FACTORS DESCRIBED IN THIS FILING OR IN OTHER VECTOR FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. SAXON IS UNDER NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

Our plan of operation is to obtain debt or equity finance to meet our ongoing operating expenses and attempt to relist our shares of common stock on the ~~Pink~~OTCID ~~Sheets~~ and then merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that any of the events can be successfully completed, that our shares of common stock will be relisted on the Pink Sheets, any such business will be identified or that any stockholder will realize any return on their shares after such a transaction has been completed. In particular, there is no assurance that any such business will be located or that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.

We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and ~~limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.~~

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~~You should~~limited bemanagement ~~aware that there are various risks associated with our business~~availability, ~~including~~we ~~the~~will ~~risks~~continue ~~discussed~~to ~~below.~~be ~~You~~at ~~should~~a ~~carefully~~significant ~~consider these~~competitive ~~risk~~disadvantage ~~factors,~~compared asto ~~well as the other information contained in this Annual Report, in evaluating~~ our ~~business and us~~competitors.

~~Our~~You ~~business~~should isbe toaware ~~seek~~that tothere ~~raise~~are ~~the~~various ~~debt~~risks ~~and,~~associated ~~or,~~with ~~equity to meet~~ our ~~ongoing~~business, ~~operating~~including ~~expenses~~the ~~and~~risks ~~attempt~~discussed tobelow. ~~relist~~You ~~our~~should ~~shares~~carefully ~~of common~~consider ~~stock~~these onrisk ~~the~~factors, ~~Pink~~as ~~Sheets~~well ~~and~~as tothe ~~merge~~other ~~with~~information ~~another~~contained ~~entity~~in ~~with~~this ~~experienced~~Annual ~~management~~Report, ~~and opportunities for growth~~ in ~~return~~evaluating ~~for shares of~~ our common stock to create value for our shareholders. There can be no assurance that this series of events will be successfully completed or that any stockholder will realize any return on their shares after the new business ~~plan~~and ~~has been implemented~~us.

~~RISK~~Our business ~~FACTORS~~is ~~RELATING~~to TOseek ~~OUR~~to ~~COMPANY~~raise the debt and, or, equity to meet our ongoing operating expenses and attempt to relist our shares of common stock on the Pink Sheets and to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that this series of events will be successfully completed or that any stockholder will realize any return on their shares after the new business plan has been implemented.

WERISK ~~HAVE~~FACTORS ARELATING ~~SHAREHOLDERS’~~TO ~~DEFICIT,~~OUR ~~HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES~~ COMPANY

~~During~~WE ~~the~~HAVE ~~year~~A ~~ended~~SHAREHOLDERS’ ~~June 30~~DEFICIT, ~~2024,~~HAVE weINCURRED ~~incurred~~SIGNIFICANT ~~losses~~LOSSES ofAND ~~$40,273,~~ANTICIPATE ~~resulting~~FUTURE inLOSSES ~~an accumulated deficit of $17,805,241 and a stockholders’ deficit of $131,999.~~

~~Future~~During ~~losses~~the ~~are~~year ~~likely~~ended toJune ~~occur~~30, as2025, ~~until~~ we ~~have~~incurred ~~opportunities~~losses ~~for growth in return for shares~~ of ~~our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses. As a result of these~~$23, ~~among other factors~~966, we ~~received~~resulting ~~from our registered independent public accountants~~ in ~~their~~an ~~report~~accumulated ~~for~~deficit ~~the~~of ~~financial statements for the year ended June 30~~$17, ~~2024~~829,207 anand ~~explanatory paragraph stating that there is substantial doubt about our ability to continue as~~ a ~~going~~stockholders’ deficit ~~concern~~of $155,965.

~~OUR~~Future ~~EXISTING~~losses ~~FINANCIAL~~are ~~RESOURCES~~likely ~~ARE~~to ~~INSUFFICIENT~~occur TOuntil ~~MEET~~we ~~OUR~~have ~~ONGOING~~opportunities ~~OPERATING~~for ~~EXPENSES~~growth in return for shares of our common stock to create value for our shareholders as we currently have no sources of income to meet our operating expenses. There is substantial doubt about our ability to continue as a going concern.

~~We have~~OUR noEXISTING ~~sources~~FINANCIAL ofRESOURCES ~~income~~ARE atINSUFFICIENT ~~this~~TO ~~time~~MEET ~~and~~OUR noONGOING ~~existing~~OPERATING ~~cash~~EXPENSES balances to meet our ongoing operating expenses. In the short term, unless we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis, we intend to raise the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that this series of events will be successfully completed.

WEWe have ~~INTEND~~no TOsources ~~PURSUE~~of ~~THE~~income ~~ACQUISITION~~at OFthis ANtime ~~OPERATING~~and ~~BUSINESS~~no existing cash balances to meet our ongoing operating expenses. In the short term, unless we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis, we intend to raise the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that this series of events will be successfully completed.

~~Our sole~~WE ~~strategy~~INTEND isTO toPURSUE ~~acquire~~THE anACQUISITION ~~operating~~OF ~~business.~~AN ~~Successful~~OPERATING implementation of this strategy depends on our ability to identify a suitable acquisition candidate, acquire such company on acceptable terms and integrate its operations. In pursuing acquisition opportunities, we compete with other companies with similar strategies. Competition for acquisition targets may result in increased prices of acquisition targets and a diminished pool of companies available for acquisition. Acquisitions involve a number of other risks, including risks of acquiring undisclosed or undesired liabilities, acquired in-process technology, stock compensation expense, diversion of management attention, potential disputes with the seller of one or more acquired entities and possible failure to retain key acquired personnel. Any acquired entity or assets may not perform relative to our expectations. Our ability to meet these challenges has not been established.BUSINESS

~~SCARCITY~~Our sole OFstrategy is to acquire an operating business. Successful implementation of this strategy depends on our ability to identify a suitable acquisition candidate, ~~AND~~acquire ~~COMPETITION~~such ~~FOR~~company on acceptable terms and integrate its operations. In pursuing acquisition opportunities, we ~~BUSINESS~~compete ~~OPPORTUNITIES~~with ~~AND~~other ~~COMBINATIONS~~companies with similar strategies. Competition for acquisition targets may result in increased prices of acquisition targets and a diminished pool of companies available for acquisition. Acquisitions involve a number of other risks, including risks of acquiring undisclosed or undesired liabilities, acquired in-process technology, stock compensation expense, diversion of management attention, potential disputes with the seller of one or more acquired entities and possible failure to retain key acquired personnel. Any acquired entity or assets may not perform relative to our expectations. Our ability to meet these challenges has not been established.

~~We believe~~SCARCITY we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. Nearly all such entities have significantly greater financial resourcesOF, ~~technical~~AND ~~expertise~~COMPETITION ~~and managerial capabilities than us and~~FOR, ~~consequently,~~BUSINESS weOPPORTUNITIES ~~will~~AND be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other smallCOMBINATIONS

10We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small

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~~public companies.~~Table ~~In view~~ of ~~our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.~~Contents

WEpublic ~~HAVE~~companies. ~~NOT~~In ~~EXECUTED~~view ~~ANY~~of ~~FORMAL~~our ~~AGREEMENT~~limited ~~FOR~~financial Aresources ~~BUSINESS~~and ~~COMBINATION~~limited ORmanagement ~~OTHER~~availability, ~~TRANSACTION~~we ~~AND~~will ~~HAVE~~continue ~~ESTABLISHED~~to NObe ~~STANDARDS~~at ~~FOR~~a ~~BUSINESS~~significant ~~COMBINATIONS~~competitive disadvantage compared to our competitors.

~~We have~~WE ~~not~~HAVE ~~executed~~NOT ~~any~~EXECUTED ~~formal~~ANY ~~arrangement,~~FORMAL ~~agreement~~AGREEMENT orFOR ~~understanding~~A ~~with~~BUSINESS ~~respect~~COMBINATION toOR ~~engaging~~OTHER inTRANSACTION aAND ~~merger~~HAVE ~~with,~~ESTABLISHED ~~joint~~NO ~~venture~~STANDARDS ~~with~~FOR orBUSINESS acquisition of a private or public entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. We have not identified any particular industry or specific business within an industry for evaluation. There is no assurance we will be able to negotiate a business combination on terms favorable, if at all. We have not established a specific length of operating history or specified level of earnings, assets, net worth or other criteria which we will require a target business opportunity to have achieved, and without which we would not consider a business combination. Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.COMBINATIONS

WEWe have ~~MAY~~not BEexecuted ~~NEGATIVELY~~any ~~AFFECTED~~formal BYarrangement, ~~ADVERSE~~agreement ~~GENERAL~~or ~~ECONOMIC~~understanding ~~CONDITIONS~~with respect to engaging in a merger with, joint venture with or acquisition of a private or public entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. We have not identified any particular industry or specific business within an industry for evaluation. There is no assurance we will be able to negotiate a business combination on terms favorable, if at all. We have not established a specific length of operating history or specified level of earnings, assets, net worth or other criteria which we will require a target business opportunity to have achieved, and without which we would not consider a business combination. Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.

~~Current~~WE ~~conditions~~MAY inBE ~~domestic~~NEGATIVELY ~~and~~AFFECTED ~~global~~BY ~~economies~~ADVERSE ~~are~~GENERAL ~~extremely~~ECONOMIC uncertain. Adverse changes may occur as a result of softening global economies, wavering consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic conditions. Such changes could have a material adverse effect on our business, financial condition, and results of operations.CONDITIONS

~~BECAUSE~~Current ~~OUR~~conditions ~~PRINCIPAL~~in ~~SHAREHOLDER~~domestic ~~CONTROLS~~and ~~OUR~~global ~~ACTIVITIES~~economies are extremely uncertain. Adverse changes may occur as a result of softening global economies, HEwavering ~~MAY~~consumer ~~CAUSE~~confidence UScaused TOby ~~ACT~~the INthreat Aof ~~MANNER~~terrorism ~~THAT~~and ISwar, ~~MOST~~and ~~BENEFICIAL~~other TOfactors ~~HIMSELF~~capable ~~AND~~of ~~NOT~~affecting economic TOconditions. ~~OTHER~~Such ~~SHAREHOLDERS~~changes ~~WHICH~~could ~~COULD~~have ~~CAUSE~~a USmaterial ~~NOT~~adverse TOeffect ~~TAKE~~on ~~ACTIONS~~our ~~THAT~~business, ~~OUTSIDE~~financial ~~INVESTORS~~condition, ~~MIGHT~~and ~~VIEW~~results ~~FAVORABLY~~of operations.

~~Our principal shareholder~~BECAUSE ~~owns~~OUR ~~approximately~~PRINCIPAL ~~56%~~SHAREHOLDER ofCONTROLS ~~our~~OUR ~~outstanding common stock. As a result~~ACTIVITIES, heHE ~~effectively~~MAY ~~controls~~CAUSE ~~all~~US ~~matters~~TO ~~requiring~~ACT ~~stockholder approval,~~IN ~~including~~A ~~the~~MANNER ~~election~~THAT ofIS ~~directors,~~MOST ~~the~~BENEFICIAL ~~approval~~TO ofHIMSELF ~~significant~~AND ~~corporate transactions, such as mergers and related~~NOT ~~party~~TO ~~transaction.~~OTHER ~~This~~SHAREHOLDERS ~~insider~~WHICH ~~also~~COULD ~~has~~CAUSE ~~the~~US ~~ability~~NOT toTO ~~delay~~TAKE orACTIONS ~~perhaps~~THAT ~~even~~OUTSIDE ~~block,~~INVESTORS byMIGHT ~~his~~VIEW ~~ownership of our stock, an unsolicited tender offer~~FAVORABLY. ~~This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our Company that you might view favorably.~~

~~OUR~~Our principal shareholder ~~DIRECTORS~~owns ~~MAY~~approximately ~~HAVE~~51.55% ~~CONFLICTS~~of OFour ~~INTEREST~~outstanding ~~WHICH~~common ~~MAY~~stock. ~~NOT~~As BEa ~~RESOLVED~~result, ~~FAVORABLY~~he TOeffectively UScontrols all matters requiring stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transaction. This insider also has the ability to delay or perhaps even block, by his ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our Company that you might view favorably.

~~Certain~~OUR ~~conflicts~~DIRECTORS ofMAY ~~interest~~HAVE ~~may~~CONFLICTS ~~exist~~OF ~~between~~INTEREST ~~our~~WHICH ~~directors~~MAY ~~and~~NOT ~~us.~~BE ~~Our~~RESOLVED ~~Directors~~FAVORABLY ~~have~~TO ~~other business interests to which they devote their attention and may be expected to continue to do so although management time should be devoted to our business~~US. As a result, conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to us. See "Directors and Executive Officers" (page 32 below), and "Conflicts of Interest." (Page 33 below).

WECertain ~~MAY~~conflicts ~~DEPEND~~of ~~UPON~~interest ~~OUTSIDE~~may ~~ADVISORS;~~exist ~~WHO~~between ~~MAY~~our ~~NOT~~directors BEand ~~AVAILABLE~~us. ONOur ~~REASONABLE~~Directors ~~TERMS~~have ~~AND~~other ASbusiness ~~NEEDED~~interests to which they devote their attention and may be expected to continue to do so although management time should be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to us. See "Directors and Executive Officers" (page 28 below), and "Conflicts of Interest." (Page 30 below).

~~To supplement~~WE ~~the~~MAY ~~business~~DEPEND ~~experience~~UPON ofOUTSIDE ~~our~~ADVISORS; ~~officers~~WHO ~~and~~MAY ~~directors,~~NOT weBE ~~may~~AVAILABLE beON ~~required~~REASONABLE toTERMS ~~employ~~AND ~~accountants,~~AS ~~technical experts, appraisers, attorneys, or other consultants or advisors~~NEEDED. Our Board without any input from stockholders will make the selection of any such advisors. Furthermore, it is anticipated that such persons may be engaged on an "as needed" basis without a continuing fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able to provide the required services.

11To supplement the business experience of our officers and directors, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. Our Board without any input from stockholders will make the selection of any such advisors. Furthermore, it is anticipated that such persons may be engaged on an "as needed" basis without a continuing fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able to provide the required services.

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~~WE ARE~~Table Aof ~~REPORTING COMPANY.~~Contents

~~We are~~WE ~~subject~~ARE toA ~~the~~REPORTING ~~reporting requirements under the Securities and Exchange Act of 1934, Section 13a, due to the effectiveness of our Registration Statement on Form 10 under Section 12(g) which became effective~~COMPANY. As a result, stockholders will have access to the information required to be reported by publicly held companies under the Exchange Act and the regulations thereunder. As a result, we will be subject to legal and accounting expenses that private companies are not subject to and this could affect our ability to generate operating income.

WEWe are ~~ARE~~subject ANto ~~“EMERGING~~the ~~GROWTH~~reporting ~~COMPANY~~requirements under the Securities and Exchange Act of 1934,” ~~AND~~Section ~~ANY~~13a, ~~DECISION~~due ONto ~~OUR~~the ~~PART~~effectiveness TOof ~~COMPLY~~our Registration ~~ONLY~~Statement ~~WITH~~on ~~CERTAIN~~Form ~~REDUCED~~10 ~~DISCLOSURE~~under ~~REQUIREMENTS~~Section 12(g) which became effective. As a result, stockholders will have access to the ~~APPLICABLE~~information TOrequired ~~“EMERGING~~to ~~GROWTH~~be ~~COMPANIES”~~reported ~~COULD~~by ~~MAKE~~publicly ~~OUR~~held ~~COMMON~~companies ~~STOCK~~under ~~LESS~~the ~~ATTRACTIVE~~Exchange TOAct ~~INVESTORS~~and the regulations thereunder. As a result, we will be subject to legal and accounting expenses that private companies are not subject to and this could affect our ability to generate operating income.

~~We are~~WE anARE ~~“emerging~~AN ~~growth company,” as defined in the JOBS Act, and, for as long as we continue to be an~~ “~~emerging growth~~EMERGING ~~company,”~~GROWTH ~~we expect and fully intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies~~COMPANY,” ~~including,~~AND ~~but~~ANY ~~not~~DECISION ~~limited~~ON ~~to,~~OUR ~~not~~PART ~~being~~TO ~~required to~~COMPLY ~~comply~~ONLY ~~with~~WITH ~~the~~CERTAIN ~~auditor~~REDUCED ~~attestation~~DISCLOSURE ~~requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations~~REQUIREMENTS ~~regarding~~APPLICABLE ~~executive~~TO compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “~~emerging~~EMERGING ~~growth~~GROWTH ~~company~~COMPANIES” ~~for~~COULD upMAKE toOUR ~~five~~COMMON ~~years,~~STOCK orLESS ~~until~~ATTRACTIVE ~~the~~TO ~~earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1~~INVESTORS.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year periods.

InWe ~~addition,~~are ~~Section~~an ~~107~~“emerging ofgrowth company,” as defined in the JOBS Act, ~~also~~and, ~~provides~~for ~~that~~as long as we continue to be an “emerging growth company,” ~~can~~we expect and fully intend to take advantage of ~~the~~exemptions ~~extended~~from ~~transition~~various reporting requirements applicable ~~period~~to ~~provided~~other inpublic companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section ~~7(a)2(B)~~404 of the ~~Securities~~Sarbanes-Oxley Act ~~for~~of ~~complying~~2002, ~~with~~reduced ~~new~~disclosure orobligations regarding ~~revised~~executive ~~accounting~~compensation ~~standards.~~in Inour ~~other~~periodic ~~words~~reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” ~~can~~for ~~delay~~up to five years, or until the ~~adoption~~earliest of ~~certain~~(i) ~~accounting~~the ~~standards~~last ~~until~~day ~~those~~of ~~standards~~the ~~would otherwise~~first ~~apply~~fiscal toyear ~~private~~in ~~companies~~which our annual gross revenues exceed $1.07 Webillion, ~~have~~(ii) ~~elected~~the todate ~~opt~~that we become a “large accelerated filer” as defined in toRule 12b-2 under the ~~extended~~Exchange ~~transition~~Act, ~~period~~which ~~for~~would ~~complying~~occur ~~with~~if the ~~revised~~market ~~accounting~~value of our common stock that is held by non-affiliates ~~standards.~~exceeds We$700 ~~have~~million ~~elected~~as toof ~~rely~~the onlast ~~these~~business ~~exemptions~~day ~~and~~of ~~reduced~~our ~~disclosure~~most ~~requirements~~recently ~~applicable~~completed tosecond ~~“emerging~~fiscal ~~growth~~quarter, or (iii) the date on which ~~companies”~~we ~~and~~have ~~expect~~issued tomore ~~continue~~than to$1 dobillion soin non-convertible debt during the preceding three year periods.

WEIn addition, ~~MAY~~Section ~~NOT~~107 BEof ~~ABLE~~the TOJOBS ~~MEET~~Act ~~THE~~also ~~FILING~~provides ~~AND~~that ~~INTERNAL~~an ~~CONTROL~~“emerging ~~REPORTING~~growth ~~REQUIREMENTS~~company” ~~IMPOSED~~can BYtake ~~THE~~advantage ~~SEC~~of ~~WHICH~~the ~~MAY~~extended ~~RESULT~~transition period INprovided Ain ~~DECLINE~~Section 7(a)2(B) of the Securities Act for complying with new or revised accounting standards. In other words, INan ~~THE~~“emerging ~~PRICE~~growth OFcompany” ~~OUR~~can ~~COMMON~~delay ~~SHARES~~the ~~AND~~adoption ANof ~~INABILITY~~certain TOaccounting ~~OBTAIN~~standards ~~FUTURE~~until ~~FINANCING~~those standards would otherwise apply to private companies. We have elected to opt in to the extended transition period for complying with the revised accounting standards. We have elected to rely on these exemptions and reduced disclosure requirements applicable to “emerging growth companies” and expect to continue to do so.

~~As directed~~WE byMAY ~~Section~~NOT ~~404~~BE ofABLE ~~the~~TO ~~Sarbanes-Oxley~~MEET ~~Act,~~THE asFILING ~~amended~~AND byINTERNAL ~~SEC~~CONTROL ~~Release~~REPORTING ~~No.~~REQUIREMENTS ~~33-8934~~IMPOSED onBY ~~June~~THE ~~26, 2008, the~~ SEC ~~adopted~~WHICH ~~rules~~MAY ~~requiring each~~RESULT ~~public~~IN ~~company~~A ~~to include a report of management on the company’s internal controls over financial reporting in its~~DECLINE ~~annual~~IN ~~reports.~~THE InPRICE ~~addition,~~OF ~~the~~OUR ~~independent~~COMMON ~~registered~~SHARES ~~public~~AND ~~accounting~~AN ~~firm~~INABILITY ~~auditing~~TO aOBTAIN ~~company’s~~FUTURE ~~financial statements may have to also attest to and report on management’s assessment of the effectiveness of the company’s internal controls over financial reporting~~FINANCING. ~~We may be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement:~~

OfAs directed by Section 404 of the Sarbanes-Oxley Act, as amended by SEC Release No. 33-8934 on June 26, 2008, the SEC adopted rules requiring each public company to include a report of management on the company’s internal controls over financial reporting in its ~~responsibility~~annual ~~for~~reports. ~~establishing~~In addition, the independent registered public accounting firm auditing a company’s financial statements may have to also attest to and ~~maintaining~~report ~~adequate~~on ~~internal~~management’s ~~control~~assessment of the effectiveness of the company’s internal controls over financial reporting. We may be required to include a report of management on its internal control over financial reporting;. The internal control report must include a statement:

Of management’s ~~assessment~~responsibility offor ~~the~~establishing ~~effectiveness~~and ofmaintaining ~~its~~adequate internal control over its financial reporting ~~as of year-end~~; ~~and~~

Of ~~the~~management’s ~~framework~~assessment ~~used~~of ~~by management to evaluate~~ the effectiveness of ~~our~~its internal control over financial reporting. as of year-end; and

~~Furthermore,~~Of the ~~our~~framework ~~independent~~used ~~registered~~by ~~public~~management ~~accounting firm may be required~~ to ~~file~~evaluate ~~its~~the ~~attestation~~effectiveness onof ~~whether~~our ~~it believes that we have maintained, in all material respects, effective~~ internal control over financial reporting.

12Furthermore, our independent registered public accounting firm may be required to file its attestation on whether it believes that we have maintained, in all material respects, effective internal control over financial reporting.

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~~REPORTING REQUIREMENTS~~Table ~~UNDER~~of THE EXCHANGE ACT AND COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002, INCLUDING ESTABLISHING AND MAINTAINING ACCEPTABLE INTERNAL CONTROLS OVER FINANCIAL REPORTING, ARE COSTLY AND MAY INCREASE SUBSTANTIALLY.Contents

~~The rules~~REPORTING ~~and~~REQUIREMENTS ~~regulations~~UNDER ofTHE ~~the~~EXCHANGE ~~SEC~~ACT ~~require~~AND aCOMPLIANCE ~~public~~WITH ~~company~~THE to prepare and file periodic reports under the Exchange Act, which will require that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally, the SarbanesSARBANES-~~Oxley~~OXLEY ~~Act~~ACT ofOF 2002 ~~(the “Sarbanes-Oxley Act”) requires~~, ~~among~~INCLUDING ~~other~~ESTABLISHING ~~things,~~AND ~~that we design,~~MAINTAINING ~~implement~~ACCEPTABLE ~~and~~INTERNAL ~~maintain~~CONTROLS ~~adequate~~OVER ~~internal~~FINANCIAL ~~controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have~~REPORTING, ~~may~~ARE ~~make~~COSTLY itAND ~~difficult~~MAY ~~for~~INCREASE ~~us to design, implement and maintain adequate internal controls over financial reporting~~SUBSTANTIALLY. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our share price.

AsThe arules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, wewhich will berequire that ~~subject~~the toCompany ~~the~~engage ~~reporting~~legal, ~~requirements~~accounting, auditing and other professional services. The engagement of ~~the~~such ~~Exchange~~services ~~Act~~is costly. Additionally, the Sarbanes-Oxley Act, of 2002 (the ~~Dodd~~“Sarbanes-~~Frank~~Oxley Act of”) ~~2010~~requires, ~~and~~among other ~~applicable~~things, ~~securities~~that ~~rules~~we design, implement and ~~regulations.~~maintain ~~Despite~~adequate ~~recent~~internal ~~reforms~~controls ~~made~~and ~~possible~~procedures byover ~~the~~financial ~~JOBS~~reporting. ~~Act,~~The ~~compliance with~~costs ~~these~~of ~~rules~~complying ~~and~~with ~~regulations~~the ~~will~~Sarbanes-Oxley Act ~~nonetheless~~and ~~increase~~the ~~our~~limited ~~legal~~technically ~~and~~qualified ~~financial~~personnel ~~compliance~~we ~~costs~~have, may make ~~some~~it ~~activities more~~ difficult, ~~time-consuming~~for orus ~~costly~~to design, implement and ~~increase~~maintain ~~demand~~adequate internal oncontrols ~~our~~over ~~systems~~financial ~~and~~reporting. ~~resources,~~In ~~particularly~~the ~~after~~event that we ~~are~~fail noto ~~longer~~maintain an ~~“emerging~~effective system of internal controls or discover ~~growth~~material ~~company.”~~weaknesses ~~The~~in ~~Exchange~~our ~~Act~~internal ~~requires~~controls, ~~among~~we ~~other~~may ~~things,~~not ~~that~~be weable ~~file~~to ~~annual,~~produce ~~quarterly~~reliable financial reports or report fraud, which may harm our overall financial condition and ~~current~~result ~~reports~~in ~~with respect~~loss toof ~~our~~investor ~~business~~confidence and ~~operating~~a ~~results~~decline in our share price.

WeAs ~~are~~a ~~working~~public ~~with our legal~~company, ~~accounting~~we ~~and~~will ~~financial advisors to identify those areas in which changes should~~ be ~~made~~subject to ~~our~~the ~~financial and~~reporting ~~management~~requirements ~~control~~of ~~systems~~the toExchange ~~manage our growth and our obligations as a public company. These areas include corporate governance~~Act, ~~corporate~~ ~~control,~~the ~~disclosure~~Sarbanes-Oxley ~~controls and procedures and financial reporting and accounting systems. We have made~~Act, ~~and~~the ~~will~~Dodd-Frank ~~continue~~Act toof ~~make,~~2010 ~~changes in these~~ and other ~~areas.~~applicable ~~However,~~securities werules ~~anticipate~~and ~~that~~regulations. ~~the~~Despite ~~expenses~~recent ~~that~~reforms ~~will~~made bepossible ~~required~~by ~~in order to adequately prepare for being a public company could be material. We estimate that~~ the ~~aggregate~~JOBS ~~cost of increased legal services; accounting and audit functions; personnel~~Act, ~~such as a chief financial officer familiar~~ compliance with ~~the~~these ~~obligations~~rules ~~of public company reporting; consultants to design~~ and ~~implement~~regulations ~~internal controls; and financial printing alone~~ will benonetheless aincrease ~~few~~our ~~hundred~~legal ~~thousand dollars per year~~ and ~~could be~~financial ~~several~~compliance ~~hundred thousand dollars per year. In addition~~costs, ifmake ~~and~~some ~~when~~activities ~~we retain independent directors and/or additional members~~more ~~of senior management~~difficult, wetime-consuming ~~may~~or ~~incur~~costly ~~additional~~and ~~expenses~~increase ~~related~~demand toon ~~director~~our ~~compensation~~systems and~~/or~~ ~~premiums for directors’ and officers’ liability insurance~~resources, ~~the~~particularly ~~costs~~after ~~of which~~ we ~~cannot~~are ~~estimate~~no atlonger ~~this~~an ~~time. We may also incur additional expenses~~“emerging ~~associated~~growth ~~with~~company.” ~~investor~~The ~~relations~~Exchange ~~and~~Act ~~similar functions~~requires, ~~the~~among ~~cost~~other ofthings, ~~which~~that we ~~also~~file ~~cannot~~annual, ~~estimate~~quarterly, atand ~~this~~current ~~time.~~reports ~~However, these~~with ~~additional~~respect ~~expenses~~to ~~individually,~~our orbusiness inand ~~the~~operating ~~aggregate, may also be material~~results.

InWe ~~addition~~are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial ~~being~~and management control systems to manage our growth and our obligations as a public company. ~~could~~These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, itchanges ~~more~~in ~~difficult~~these orand ~~more~~other ~~costly~~areas. ~~for~~However, uswe anticipate that the expenses that will be required in order to ~~obtain~~adequately prepare ~~certain~~for ~~types~~being a public company could be material. We estimate that the aggregate cost of ~~insurance,~~increased ~~including~~legal ~~directors’~~services; accounting and ~~officers’~~audit ~~liability~~functions; ~~insurance~~personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants to design and weimplement ~~may~~internal controls; and financial printing alone will be ~~forced~~a tofew ~~accept~~hundred ~~reduced~~thousand ~~policy~~dollars ~~limits~~per year and ~~coverage~~could be several hundred thousand dollars per year. In addition, if and when we retain independent directors and/or ~~incur~~additional ~~substantially~~members ~~higher~~of ~~costs~~senior tomanagement, ~~obtain~~we ~~the~~may ~~same~~incur additional expenses related to director compensation and/or ~~similar~~premiums ~~coverage.~~for ~~The~~directors’ ~~impact~~and officers’ liability insurance, the costs of ~~these~~which ~~events~~we ~~could~~cannot ~~also~~estimate ~~make~~at itthis ~~more~~time. ~~difficult~~We ~~for~~may usalso toincur ~~attract~~additional expenses ~~and~~associated ~~retain~~with ~~qualified~~investor ~~persons~~relations toand ~~serve~~similar onfunctions, ~~our~~the ~~board~~cost of ~~directors~~which we also cannot estimate at this time. However, ~~our~~these additional ~~board~~expenses ~~committees~~individually, or asin ~~executive~~the ~~officers~~aggregate, may also be material.

~~The~~In ~~increased~~addition, ~~costs~~being ~~associated with operating as~~ a public company ~~may~~could ~~decrease~~make ~~our~~it ~~net~~more ~~income~~difficult or ~~increase~~more ~~our~~costly ~~net~~for ~~loss~~us ~~and~~to ~~may~~obtain ~~cause~~certain ustypes toof ~~reduce~~insurance, including directors’ ~~costs~~and inofficers’ ~~other~~liability ~~areas~~insurance, ofand ~~our~~we ~~business~~may orbe ~~increase~~forced ~~the~~to ~~prices~~accept ofreduced ~~our~~policy ~~products~~limits and coverage or ~~services~~incur substantially higher costs to ~~offset~~obtain the ~~effect~~same ofor ~~such~~similar ~~increased costs~~coverage. ~~Additionally,~~The ifimpact of these ~~requirements~~events ~~divert~~could ~~our~~also ~~management’s~~make ~~attention~~it ~~from~~more ~~other~~difficult ~~business~~for ~~concerns,~~us ~~they~~to ~~could have~~attract aand ~~material~~retain ~~adverse~~qualified ~~effect~~persons to serve on our ~~business~~board of directors, ~~financial~~our ~~condition~~board ~~and~~committees ~~results~~or ofas ~~operations~~executive officers.

~~THE~~The increased ~~JOBS~~costs ~~ACT~~associated ~~ALLOWS~~with USoperating TOas ~~DELAY~~a ~~THE~~public ~~ADOPTION~~company OFmay ~~NEW~~decrease ORour ~~REVISED~~net ~~ACCOUNTING~~income ~~STANDARDS~~or ~~THAT~~increase ~~HAVE~~our ~~DIFFERENT~~net ~~EFFECTIVE~~loss ~~DATES~~and ~~FOR~~may ~~PUBLIC~~cause us to reduce ~~AND~~costs ~~PRIVATE~~in ~~COMPANIES~~other areas of our business or increase the prices of our products or services to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.

~~Since~~THE ~~we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the~~ JOBS ~~Act,~~ACT ~~this~~ALLOWS ~~election~~US ~~allows~~TO usDELAY toTHE ~~delay~~ADOPTION ~~the~~OF ~~adoption~~NEW ofOR ~~new~~REVISED orACCOUNTING ~~revised~~STANDARDS ~~accounting~~THAT ~~standards~~HAVE ~~that~~DIFFERENT ~~have~~EFFECTIVE ~~different~~DATES ~~effective~~FOR PUBLIC ~~dates~~AND ~~for~~PRIVATE ~~public and private companies until those standards apply to private~~COMPANIES.

13Since we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private

~~Table of Contents~~13

~~companies. As~~Table ~~a result~~ of ~~this election, our financial statements may not be comparable to companies that comply with public company effective dates.~~Contents

WEcompanies. ~~HAVE~~As Aa ~~MATERIAL~~result ~~WEAKNESS~~of INthis ~~OUR~~election, ~~CONTROLS~~our ~~AND~~financial ~~PROCEDURES~~statements may not be comparable to companies that comply with public company effective dates.

~~We have~~WE ~~conducted~~HAVE anA ~~evaluation~~MATERIAL ofWEAKNESS ~~our~~IN ~~internal~~OUR ~~control~~CONTROLS ~~over~~AND financial reporting based on the framework in “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations for the Treadway Commission (“COSO”) and published in 2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, management concluded that our internal control over financial reporting was not sufficient as of June 30, 2024, for the reasons discussed below: PROCEDURES

AWe ~~significant~~have conducted ~~deficiency~~an isevaluation ~~a deficiency, or combination~~ of ~~deficiencies~~our in internal control over financial reporting, ~~that~~based ~~adversely~~on ~~affects~~ the ~~entity’s~~framework ~~ability~~in to“Internal Control Integrated ~~initiate,~~Framework” ~~authorize,~~issued ~~record,~~by ~~process,~~the orCommittee ~~report~~of ~~financial~~Sponsoring ~~data~~Organizations ~~reliably~~for inthe ~~accordance with~~Treadway ~~generally~~Commission ~~accepted~~(“COSO”) ~~accounting~~and ~~principles~~published in ~~such~~2013, ~~that~~and ~~there~~subsequent isguidance ~~more~~prepared ~~than~~by aCOSO ~~remote~~specifically ~~likelihood~~for ~~that~~smaller apublic ~~misstatement~~companies. ofBased ~~the~~on ~~entity’s financial~~that ~~statements~~evaluation, management concluded that isour ~~more~~internal ~~than~~control ~~inconsequential~~over ~~will~~financial reporting was not besufficient ~~prevented~~as orof ~~detected~~June by30, 2025, for the ~~entity’s~~reasons ~~internal~~discussed below: ~~control.~~

A ~~material~~significant ~~weakness~~deficiency is a deficiency, or ~~a combination~~ combination of deficiencies in internal control over financial reporting, that adversely affects the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a ~~reasonable~~ ~~possibility~~remote likelihood that a ~~material~~ misstatement of the ~~annual~~entity’s financial orstatements ~~interim~~that ~~consolidated~~is ~~financial~~more ~~statements~~than inconsequential will not be prevented or detected onby athe ~~timely~~entity’s ~~basis~~internal control.

~~Management~~A ~~identified~~material ~~the~~weakness ~~following~~is ~~material weakness~~a ~~and~~deficiency ~~significant~~or a combination of deficiencies in ~~its~~internal ~~assessment~~control over financial reporting such that there is a reasonable possibility that a material misstatement of the ~~effectiveness~~annual ofor ~~internal control~~interim ~~over~~consolidated financial ~~reporting~~statements aswill ofnot ~~June~~be ~~30,~~prevented or ~~2024:~~detected on a timely basis.

●Management ~~The~~identified ~~Company~~the ~~did~~following ~~not~~material weakness ~~maintain~~and ~~effective~~significant ~~controls~~deficiencies ~~over~~in ~~certain~~its ~~aspects~~assessment of the ~~financial~~effectiveness ~~reporting~~of ~~process~~internal control ~~because~~over wefinancial ~~lacked~~reporting ~~personnel~~as ~~with~~of ~~accounting~~June ~~expertise~~30, ~~to meet our financial reporting requirements.~~2025:

●- ~~Material~~The ~~Weakness~~Company –did ~~Inadequate~~not ~~segregation~~maintain effective controls over certain aspects of ~~duties~~the financial reporting process because we lacked personnel with accounting expertise to meet our financial reporting requirements.

~~The~~- ~~management of~~Material ~~the~~Weakness ~~Company~~– ~~believes~~Inadequate ~~that~~segregation ~~these material weaknesses will remain until such time that the Company has the resources to increase the number~~ of ~~personnel committed to the performance of its financial~~ duties ~~that such weaknesses can be specifically addressed~~. ~~This will include, but not limited to, the following:~~

●The ~~Hiring~~ management of ~~additional~~the Company believes that these material weaknesses will remain until such time that the Company has the resources to increase the number of personnel committed to ~~adequately~~the ~~segregate~~performance ~~financial~~of ~~reporting~~its financial duties that such weaknesses can be specifically addressed. This will include, but not limited to, the following:

●- ~~The~~Hiring ~~retention~~ of ~~outside~~additional ~~consultants~~personnel to ~~review~~adequately ~~our~~segregate ~~controls~~financial ~~and~~reporting ~~procedures~~duties.

~~IF WE~~- ~~PURSUE~~The ~~OUR~~retention ~~OBJECTIVES~~of OFoutside ~~EXPANDING~~consultants ~~OUR~~to ~~OPERATIONS~~review ~~THROUGH~~our ~~ACQUISITIONS,~~controls WEand ~~MAY BE UNABLE TO SUCCESSFULLY MANAGE THOSE ACQUISITIONS~~procedures.

~~In connection with our anticipated acquisitions~~IF ~~and~~WE ~~new~~PURSUE ~~market~~OUR ~~expansion,~~OBJECTIVES weOF ~~may~~EXPANDING ~~face~~OUR ~~risks~~OPERATIONS ~~commonly~~THROUGH ~~encountered with growth through acquisitions and expansions. These risks include the incurrence of higher than anticipated capital expenditures and operating expenses~~ACQUISITIONS, ~~the~~WE ~~adverse~~MAY ~~impact~~BE onUNABLE ~~our~~TO ~~ongoing~~SUCCESSFULLY ~~business resulting~~MANAGE ~~from~~THOSE ~~greater attention of management to the acquired businesses or new market operations and difficulties encountered in integrating the operations and personnel of the acquired business~~ACQUISITIONS. ~~There can be no assurance that we will be successful in overcoming~~ these risks or any other problems encountered with acquisitions or expansions. To the extent the Company does not successfully avoid or overcome the risks or problems related to its acquisitions or expansions, the Company's results of operations and financial condition could be adversely affected.

ToIn ~~the~~connection ~~extent~~with ~~that~~our ~~the~~anticipated ~~Company expands~~acquisitions ~~into~~and new ~~markets~~market ~~or through acquisition~~expansion, itwe ~~will~~may ~~need~~face torisks ~~employ~~commonly orencountered ~~consult~~ with ~~personnel~~growth ~~that~~through ~~are~~acquisitions ~~knowledgeable~~and ~~in such markets~~expansions. In ~~addition,~~These risks include the ~~success~~incurrence of ~~any~~higher ~~particular~~than ~~acquisition~~anticipated ~~may~~capital beexpenditures ~~significantly~~and ~~dependent~~operating expenses, the adverse impact on ~~retaining~~our ~~key~~ongoing ~~members~~business resulting from greater attention of management to the acquired businesses or new market operations and difficulties encountered ~~company's~~in ~~existing~~integrating ~~management~~the operations and personnel of the acquired business. There can be no assurance that ~~the~~we ~~Company~~ will be ~~able~~successful toin ~~employ~~overcoming these risks or ~~retain~~any ~~the~~other ~~necessary~~problems ~~personnel, that~~encountered with acquisitions or expansions. To the ~~Company~~extent ~~will~~the beCompany ~~able~~does tonot successfully avoid ~~implement~~or ~~its~~overcome ~~management~~the ~~process~~risks ~~and~~or ~~culture~~problems ~~with~~related ~~local~~to ~~management~~its acquisitions or ~~that~~expansions, the Company's ~~expansion~~ ~~efforts~~results ~~will~~of operations and financial condition could be ~~successful~~adversely affected.

14To the extent that the Company expands into new markets or through acquisition, it will need to employ or consult with personnel that are knowledgeable in such markets. In addition, the success of any particular acquisition may be significantly dependent on retaining key members of the acquired company's existing management. There can be no assurance that the Company will be able to employ or retain the necessary personnel, that the Company will be able to successfully implement its management process and culture with local management or that the Company's expansion efforts will be successful.

~~Table of Contents~~14

~~WE ARE~~Table ~~DEPENDENT~~of ~~ON THE EFFORTS OF OUR MANAGEMENT TEAM TO CONTINUE OUR OPERATIONS.~~Contents

~~The Company's future success depends on~~WE ~~the~~ARE ~~continued~~DEPENDENT ~~services~~ON ofTHE ~~its~~EFFORTS ~~executive~~OF ~~and~~OUR ~~senior~~MANAGEMENT ~~officers,~~TEAM ~~especially~~TO ~~our~~CONTINUE ~~President,~~OUR ~~Calvin D~~OPERATIONS. Smiley, Sr. and our Secretary, Michael A. Littman. The loss of the services of one or more key personnel could have a material adverse effect upon the Company's operations. The Company's success also depends on its ability to attract and retain qualified personnel. There can be no assurances that the Company will be successful in attracting and retaining such personnel.

WEThe Company's future success depends on ~~HAVE~~the ~~AGREED~~continued TOservices ~~INDEMNIFICATION~~of OFits ~~OFFICERS~~executive ~~AND~~and ~~DIRECTORS’~~senior ASofficers, ISespecially ~~PROVIDED~~our BYPresident, ~~DELAWARE~~Calvin ~~STATUTES~~D. Smiley, Sr. and our Secretary, Michael A. Littman. The loss of the services of one or more key personnel could have a material adverse effect upon the Company's operations. The Company's success also depends on its ability to attract and retain qualified personnel. There can be no assurances that the Company will be successful in attracting and retaining such personnel.

~~Delaware~~WE ~~General~~HAVE ~~Corporation~~AGREED ~~Laws~~TO ~~provide~~THE ~~for~~INDEMNIFICATION ~~the~~OF ~~indemnification~~OFFICERS ofAND ~~our~~DIRECTORS ~~directors,~~AS ~~officers,~~PROVIDED ~~employees,~~BY ~~and~~DELAWARE agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalfSTATUTES. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we will be unable to recoup.

~~OUR~~Delaware ~~DIRECTORS~~General Corporation Laws provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s ~~LIABILITY~~fees TOand USother ~~AND~~expenses ~~STOCKHOLDERS~~incurred ISby ~~LIMITED~~them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we will be unable to recoup.

~~Delaware~~OUR ~~General~~DIRECTORS’ ~~Corporation~~LIABILITY ~~Laws~~TO ~~exclude~~US ~~personal~~AND ~~liability~~STOCKHOLDERS ofIS ~~our directors and our stockholders for monetary damages for breach of fiduciary duty except in certain specified circumstances~~LIMITED. Accordingly, we will have a much more limited right of action against our directors that otherwise would be the case. This provision does not affect the liability of any director under federal or applicable state securities laws.

~~We have~~Delaware noGeneral ~~full-time~~Corporation ~~employees~~Laws ~~which~~exclude ~~may~~personal ~~impede~~liability of our ~~ability~~directors toand ~~carry on~~ our ~~business.~~stockholders ~~Our~~for ~~officers~~monetary ~~are~~damages ~~independent~~for ~~consultants~~breach ~~who~~of ~~devote~~fiduciary upduty toexcept 10in ~~hours~~certain ~~per~~specified ~~week~~circumstances. toAccordingly, ~~Company~~we ~~business.~~will ~~The~~have ~~lack~~a much more limited right of ~~full-time~~action ~~employees~~against ~~may~~our ~~very~~directors that ~~well~~otherwise ~~prevent~~would be the ~~Company’s~~case. ~~operations from~~This ~~being~~provision ~~efficient,~~does ~~and~~not ~~may~~affect ~~impair~~ the ~~business~~liability ~~progress~~of ~~and~~any ~~growth,~~director ~~which~~under isfederal aor ~~risk~~applicable tostate securities ~~any investor~~laws.

~~RISKS~~We have ~~RELATED~~no TOfull-time ~~OUR~~employees ~~SECURITIES~~which may impede our ability to carry on our business. Our officers are independent consultants who devote up to 10 hours per week to Company business. The lack of full-time employees may very well prevent the Company’s operations from being efficient, and may impair the business progress and growth, which is a risk to any investor.

~~THERE~~RISKS ISRELATED ATO ~~VERY LIMITED TRADING MARKET FOR~~ OUR ~~COMMON STOCK AND INVESTORS ARE NOT ASSURED OF THE OPPORTUNITY TO SELL THEIR STOCK, SHOULD THEY DESIRE TO DO SO.~~SECURITIES

~~Our common stock currently trades on the OTC~~THERE ~~Pink~~IS ~~Sheets~~A asVERY ~~“VHLD”~~LIMITED asTRADING ~~“unsolicited”~~MARKET ~~and~~FOR weOUR ~~will~~COMMON ~~need~~STOCK toAND ~~file~~INVESTORS aARE ~~15c2-11~~NOT ~~through~~ASSURED aOF ~~Broker-Dealer~~THE ~~upon any~~OPPORTUNITY ~~merger~~TO orSELL ~~commencement~~THEIR of business before quotations of our stock may resume. Note that stock has traded in very limited quantities in the past few years. We believe a significant factor in the limited market is our limited capitalization and liquiditySTOCK, ~~results~~ ~~of operation and the characterization of our stock as a “penny stock.” We hope to remedy our financial condition~~SHOULD ~~and~~THEY ~~results~~DESIRE ofTO ~~operation~~DO ~~in the future~~SO. This, in turn, may assist us in obtaining listing of our stock on the OTCQB, Nasdaq or NYSE/American Exchange. However, there is no assurance that any of these objectives will be met or that the market will ever increase to a point where investors could sell their stock at a desirable price, should they desire to do so.

~~REDUCTION~~Our common stock currently trades on the Expert OFMarket ~~PERCENTAGE~~as ~~SHARE~~“VHLD” ~~OWNERSHIP~~as ~~FOLLOWING~~“unsolicited” ~~BUSINESS~~and ~~COMBINATION~~we ~~AND~~will ~~DILUTION~~need TOto ~~STOCKHOLDERS~~file a 15c2-11 through a Broker-Dealer upon any merger or commencement of business before quotations of our stock may resume. Note that stock has traded in very limited quantities in the past few years. We believe a significant factor in the limited market is our limited capitalization and liquidity, results of operation and the characterization of our stock as a “penny stock.” There is no assurance that the market will ever increase to a point where investors could sell their stock at a desirable price, should they desire to do so.

~~Our primary~~REDUCTION ~~plan~~OF ofPERCENTAGE ~~operation~~SHARE isOWNERSHIP ~~based~~FOLLOWING ~~upon~~BUSINESS aCOMBINATION ~~business~~AND ~~combination~~DILUTION ~~with~~TO a private concern which, in all likelihood, would result in us issuing securities to stockholders of such private company. The issuance of previously authorized and unissued shares of our common stock would result in reduction in percentage of shares owned by present and prospective stockholders and may result in a change in control or management. In addition, any merger or acquisition can be expected to have a significant dilutive effect on the percentage of the shares held by our stockholders. STOCKHOLDERS

15Our primary plan of operation is based upon a business combination with a private concern which, in all likelihood, would result in us issuing securities to stockholders of such private company. The issuance of previously authorized and unissued shares of our common stock would result in reduction in percentage of shares owned by present and prospective stockholders and may result in a change in control or management. In addition, any merger or acquisition can be expected to have a significant dilutive effect on the percentage of the shares held by our stockholders.

~~Table of Contents~~15

~~THE REGULATION~~Table OFof ~~PENNY STOCKS BY SEC AND NASD MAY HAVE AN EFFECT ON THE TRADABILITY OF OUR SECURITIES.~~Contents

~~Our securities~~THE ~~currently~~REGULATION ~~trade~~OF onPENNY ~~the~~STOCKS ~~OTC~~BY ~~PINK~~SEC asAND ~~“VHLD”~~FINRA asMAY ~~“unsolicited”.~~HAVE ~~Our~~AN ~~shares~~EFFECT ~~are~~ON ~~subject~~THE toTRADABILITY aOF ~~Securities~~OUR ~~and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors~~SECURITIES. For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000).

~~For~~Our ~~transactions~~securities ~~covered~~currently bytrade on the ~~rule,~~Expert ~~the~~Market ~~broker-dealer~~as ~~must~~“VHLD” ~~make~~as a“unsolicited”. ~~special~~Our ~~suitability~~shares ~~determination~~are ~~for~~subject ~~the~~to ~~purchaser~~a Securities and ~~receive~~Exchange ~~the~~Commission ~~purchaser's written~~rule ~~agreement~~that toimposes ~~the~~special ~~transaction~~sales ~~prior~~practice requirements upon broker-dealers who sell such securities to ~~the~~persons other ~~sale.~~than ~~Consequently,~~established ~~the~~customers ~~rule~~or ~~may~~accredited ~~affect~~investors. ~~the~~For ~~ability~~purposes of ~~broker-dealers~~the torule, ~~sell~~the phrase "accredited investors" ~~our~~means, ~~securities~~in ~~and~~general ~~also~~terms, ~~may~~institutions ~~affect~~with ~~the~~assets ~~ability~~in excess of ~~purchasers~~$5,000,000, or individuals having a net worth in ~~this~~excess ~~offering~~of to$1,000,000 or ~~sell~~having ~~their~~an ~~securities~~annual inincome ~~any~~that ~~market~~exceeds $200,000 (or that, ~~might develop~~when ~~therefore~~combined with a spouse's income, exceeds $300,000).

InFor ~~addition,~~transactions ~~the~~covered ~~Securities~~by ~~and~~the ~~Exchange Commission has adopted a number of rules to regulate "penny stocks." Such rules include Rules 3a51-1~~rule, ~~15g-1,~~the ~~15g~~broker-2,dealer ~~15g-3,~~must ~~15g-4,~~make ~~15g-5,~~a ~~15g-6,~~special ~~15g-7,~~suitability ~~and~~determination ~~15g-9~~for ~~under~~ the ~~Securities~~purchaser and ~~Exchange~~receive ~~Act~~the ofpurchaser's written ~~1934,~~agreement asto ~~amended.~~the ~~Because our~~transaction ~~securities~~prior ~~constitute~~to ~~"penny~~the ~~stocks"~~sale. ~~within~~Consequently, the ~~meaning~~rule ofmay ~~the~~affect ~~rules,~~ the ~~rules~~ability ~~would~~of ~~apply~~broker-dealers to ~~us and to~~ sell our securities~~. The~~ ~~rules~~and also may ~~further~~ affect the ability of ~~owners~~purchasers ofin ~~Shares~~this offering to sell ~~our~~their securities in any market that might develop ~~for them~~therefore.

~~Shareholders should~~In ~~be aware that~~addition, the ~~according to~~ Securities and Exchange Commission, ~~the market for penny stocks~~ has ~~suffered~~adopted ina ~~recent~~number ~~years from~~of ~~patterns~~rules ofto ~~fraud~~regulate ~~and~~"penny ~~abuse~~stocks." Such ~~patterns~~rules include ~~(i)~~Rules 3a51-1, ~~control~~15g-1, of15g-2, ~~the~~15g-3, ~~market~~15g-4, ~~for~~15g-5, ~~the~~15g-6, ~~security~~15g-7, byand ~~one or a few broker~~15g-~~dealers that~~9 ~~are~~under ~~often related to~~ the ~~promoter~~Securities orand ~~issuer;~~Exchange ~~(ii)~~Act ~~manipulation~~ of ~~prices~~1934, ~~through~~as ~~prearranged~~amended. ~~matching of purchases and sales~~Because ~~and~~our ~~false~~securities ~~and~~constitute ~~misleading press releases; (iii)~~ "~~boiler~~penny ~~room~~stocks" ~~practices~~within involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the ~~wholesale~~meaning ~~dumping~~ of the ~~same~~rules, ~~securities~~the byrules ~~promoters~~would ~~and~~apply ~~broker-dealers~~to ~~after~~us ~~prices~~and ~~have been manipulated~~ to aour ~~desired consequent investor losses~~securities. ~~Our management is aware of the abuses that have occurred historically in the penny stock market. Although~~ weThe dorules ~~not~~may ~~expect~~further toaffect ~~be in a position to dictate~~ the ~~behavior~~ability of ~~the~~owners ~~market~~of orShares ofto ~~broker-dealers~~sell ~~who~~our ~~participate~~securities in ~~the~~any market~~, management~~ ~~will~~that ~~strive~~might ~~within~~develop ~~the~~for ~~confines of practical limitations to prevent the described patterns from being established with respect to our securities~~them.

~~The shares~~Shareholders ofshould ~~our~~be ~~common~~aware ~~stock~~that, ~~may~~according beto ~~thinly~~Securities ~~traded~~and onExchange ~~the Pink Sheets~~Commission, ~~meaning~~the ~~that~~market ~~the~~for ~~number~~penny ofstocks ~~persons~~has ~~interested~~suffered in ~~purchasing~~recent ~~our shares~~years offrom ~~common~~patterns ~~stock~~of atfraud orand ~~near~~abuse. ~~ask~~Such ~~prices~~patterns atinclude ~~any~~(i) ~~given~~control ~~time~~of ~~may~~the bemarket ~~relatively~~for ~~small~~the orsecurity ~~non-existent.~~by ~~This~~one ~~situation~~or isa ~~attributable~~few broker-dealers tothat aare ~~number~~often ofrelated ~~factors,~~to ~~including~~ the ~~fact~~promoter ~~that~~or weissuer; ~~are~~(ii) amanipulation ~~small~~of ~~company~~prices ~~which~~through isprearranged ~~relatively~~matching ~~unknown~~of topurchases ~~stock~~and ~~analysts, stock brokers,~~sales ~~institutional~~and ~~investors~~false and ~~others~~misleading inpress ~~the~~releases; ~~investment~~(iii) ~~community~~"boiler ~~that~~room" ~~generate~~practices orinvolving ~~influence~~high-pressure sales ~~volume,~~tactics and ~~that even if we came~~unrealistic toprice ~~the~~projections ~~attention~~by ofinexperienced ~~such~~sales persons,; ~~they~~(iv) ~~tend~~excessive toand beundisclosed ~~risk~~bid-~~averse~~ask differentials and ~~would~~markups beby ~~reluctant~~selling tobroker-dealers; and ~~follow~~(v) anthe ~~unproven,~~wholesale ~~early~~dumping ~~stage~~of ~~company such~~the assame ~~ours~~securities orby ~~purchase~~promoters orand ~~recommend~~broker-dealers ~~the~~after ~~purchase~~prices ofhave ~~our~~been ~~shares~~manipulated ofto ~~common~~a ~~stock~~desired consequent ~~until~~investor ~~such~~losses. ~~time~~Our asmanagement weis ~~became~~aware ~~more~~of ~~seasoned~~the ~~and viable.~~abuses Asthat ahave ~~consequence,~~occurred ~~there~~historically ~~may~~in bethe ~~periods~~penny ofstock ~~several~~market. ~~days~~Although we ordo ~~more~~not ~~when~~expect ~~trading~~to ~~activity~~be in ~~our~~a ~~shares~~position ofto ~~common~~dictate ~~stock~~the isbehavior ~~minimal or~~of ~~non-existent,~~the asmarket ~~compared~~or toof abroker-dealers ~~seasoned~~who ~~issuer~~participate ~~which~~in ~~has~~the amarket, management ~~large~~will ~~and~~strive ~~steady~~within ~~volume~~the confines of ~~trading~~practical ~~activity~~limitations ~~that~~to ~~will~~prevent ~~generally~~the ~~support continuous~~described ~~sales~~patterns ~~without~~from anbeing ~~adverse~~established ~~effect~~with respect onto ~~Securities~~our ~~price~~securities.

~~OUR~~The shares ~~STOCK~~of ISour ~~GOING~~common TOstock BEare ~~CLASSIFIED~~very ~~UNDER~~thinly ~~THE~~traded ~~“SHELL”~~on ~~STATUS~~the OFExpert ~~RULE~~Market, ~~144(i)~~meaning ~~AND~~that ~~WILL~~the ~~NOT~~number BEof ~~TRADEABLE~~persons ~~EXCEPT~~interested ~~UNDER~~in ~~LIMITED~~purchasing our ~~CIRCUMSTANCES~~shares of common stock at or near ask prices at any given time may be very small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares of common stock until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares of common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price.

~~Until~~OUR ~~and~~STOCK ~~unless~~IS ~~the~~CLASSIFIED ~~Company~~UNDER ~~meets~~THE ~~certain~~“SHELL” ~~criteria~~STATUS ~~under~~OF ~~Rule~~RULE 144(i), ~~our~~AND ~~shares~~WILL ~~will~~NOT ~~not~~BE beTRADEABLE ~~tradeable~~EXCEPT ~~for~~UNDER 1LIMITED year after we are no longer a “shell” defined as having minimal operations, and cash assets only, unless we file and pursue to effectiveness an Offering Statement on Form 1-A or a Registration Statement on Form S-1CIRCUMSTANCES. ~~We also must remain current in our SEC filings under Section 13(a) of the Securities Exchange Act.~~

16Until and unless the Company meets certain criteria under Rule 144(i), our shares will not be tradeable for 1 year after we are no longer a “shell” defined as having minimal operations, and cash assets only, unless we file and pursue to effectiveness an Offering Statement on Form 1-A or a Registration Statement on Form S-1. We also must remain current in our SEC filings under Section 13(a) of the Securities Exchange Act.

~~Table of Contents~~16

~~OUR STOCK~~Table ~~WILL~~of ~~IN ALL LIKELIHOOD BE THINLY TRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES.~~Contents

~~We cannot~~OUR ~~give~~STOCK ~~you~~WILL ~~any~~IN ~~assurance~~ALL ~~that~~LIKELIHOOD aBE ~~broader~~THINLY orTRADED ~~more~~AND ~~active~~AS ~~public~~A ~~trading~~RESULT ~~market~~YOU ~~for~~MAY ~~our~~BE ~~shares~~UNABLE ofTO ~~Common~~SELL ~~Stock~~AT ~~will~~OR ~~develop~~NEAR orASK bePRICES ~~sustained, or~~OR ~~that~~AT ~~any~~ALL ~~trading~~IF ~~levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able~~YOU toNEED ~~sell~~TO ~~their~~LIQUIDATE ~~shares~~YOUR ~~of common stock at or near ask prices or at all if you need money or otherwise desire to liquidate your shares of common stock of our Company~~SHARES.

~~RULE~~We cannot ~~144~~give ~~SALES~~you INany ~~THE~~assurance ~~FUTURE~~that ~~MAY~~a ~~HAVE~~broader Aor ~~DEPRESSIVE~~more ~~EFFECT~~active ONpublic ~~OUR~~trading ~~STOCK~~market ~~PRICE~~for our shares of Common Stock will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares of common stock at or near ask prices or at all if you need money or otherwise desire to liquidate your shares of common stock of our Company.

~~All of~~RULE ~~the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are "restricted securities" within the meaning of Rule~~ 144 ~~under~~SALES ~~the~~IN ~~Securities~~THE ~~Act~~FUTURE ofMAY ~~1933,~~HAVE as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. We are registering all of our outstanding shares so officers, directors and affiliates will be able to sell their shares if this Registration Statement becomes effective. Rule 144 provides in essence that a person who has held restricted securities for one year may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company's outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a nonaffiliate after the owner has held the restricted securities for a period of two years. A ~~sale~~DEPRESSIVE ~~under~~EFFECT ~~Rule~~ON ~~144~~OUR orSTOCK ~~under any other exemption from the Act, may have a depressive effect upon the price of the common stock in any market that may develop~~PRICE.

~~RULE~~All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are "restricted securities" within the meaning of Rule 144 ~~MAY~~under ~~NOT~~the BESecurities ~~AVAILABLE~~Act ~~FOR~~of ~~RESALES~~1933, ~~DUE~~as TOamended. ~~THE~~As ~~FACT~~restricted ~~THAT~~shares, ~~THE~~these ~~COMPANY~~shares may ISbe ~~AND~~resold ~~HAS~~only ~~BEEN~~pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. We are registering all of our outstanding shares so officers, directors and affiliates will be able to sell their shares if this Registration Statement becomes effective. Rule 144 provides in essence that a person who has held restricted securities for one year may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company's outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a nonaffiliate after the owner has held the restricted securities for a period of two years. A ~~SHELL~~sale under Rule 144 or under any other exemption from the Act, may have a depressive effect upon the price of the common stock in any market that may develop.

~~The availability~~RULE ~~of Rule~~ 144 ~~for~~IS ~~resales~~NOT ofAVAILABLE ~~shares~~FOR ~~issued~~RESALES ~~while~~DUE ~~the~~TO ~~company~~THE isFACT aTHAT ~~shell~~THE ~~company~~COMPANY orIS ~~thereafter~~AND isHAS ~~restricted~~BEEN ~~even~~A ~~after the expiration of that one-year period~~SHELL. Rule 144(i)(2) provides that the Rule 144 exemption is available to a shareholder of any public company that was a shell company only if the company is current in all of its periodic reports required to be filed with the SEC during the 12 months before the date of the shareholder’s resale. This condition to the availability of Rule 144 must be satisfied regardless of the time that has elapsed since the public company ceased to be a shell company and regardless of when the shares were issued. The SEC has made it clear that this condition must be satisfied even regarding shares issued by the public company long after it ceases to be a shell company. If this condition is not satisfied at the time a shareholder wishes to sell (because, for example, the company did not timely file a Form 10-Q), Rule 144 will not be available; and in the absence of a resale registration covering the sale, the shareholder would not be able to sell into the market.

~~THE~~The availability ~~PRICE~~of OFRule ~~OUR~~144 ~~COMMON~~for ~~STOCK~~resales ~~COULD~~of BEshares ~~HIGHLY~~issued ~~VOLATILE~~while the company is a shell company or thereafter is restricted even after the expiration of that one-year period. Rule 144(i)(2) provides that the Rule 144 exemption is available to a shareholder of any public company that was a shell company only if the company is current in all of its periodic reports required to be filed with the SEC during the 12 months before the date of the shareholder’s resale. This condition to the availability of Rule 144 must be satisfied regardless of the time that has elapsed since the public company ceased to be a shell company and regardless of when the shares were issued. The SEC has made it clear that this condition must be satisfied even regarding shares issued by the public company long after it ceases to be a shell company. If this condition is not satisfied at the time a shareholder wishes to sell (because, for example, the company did not timely file a Form 10-Q), Rule 144 will not be available; and in the absence of a resale registration covering the sale, the shareholder would not be able to sell into the market.

~~Our shares~~THE ofPRICE ~~common~~OF ~~stock~~OUR ~~are~~COMMON ~~listed~~STOCK onCOULD ~~the~~BE ~~Over-the-Counter~~HIGHLY ~~Bulletin Board~~VOLATILE. It is likely that our common stock will be subject to price volatility, low volumes of trades and large spreads in bid and ask prices quoted by market makers. Due to the low volume of shares traded on any trading day, persons buying or selling in relatively small quantities may easily influence prices of our common stock. This low volume of trades could also cause the price of our stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. If high spreads between the bid and ask prices of our common stock exist at the time of a purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. No assurance can be given that an active market in our common stock will be sustained. If an active market does not continue, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

17Our shares of common stock are listed on the Over-the-Counter Bulletin Board. It is likely that our common stock will be subject to price volatility, low volumes of trades and large spreads in bid and ask prices quoted by market makers. Due to the low volume of shares traded on any trading day, persons buying or selling in relatively small quantities may easily influence prices of our common stock. This low volume of trades could also cause the price of our stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. If high spreads between the bid and ask prices of our common stock exist at the time of a purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. No assurance can be given that an active market in our common stock will be sustained. If an active market does not continue, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

~~Table of Contents~~17

~~LOSS OF~~Table ~~CONTROL~~of ~~BY OUR PRESENT MANAGEMENT AND STOCKHOLDERS MAY OCCUR UPON ISSUANCE OF ADDITIONAL SHARES.~~Contents

~~We may~~LOSS ~~issue~~OF ~~further~~CONTROL ~~shares~~BY asOUR ~~consideration~~PRESENT ~~for~~MANAGEMENT ~~the~~AND ~~cash~~STOCKHOLDERS orMAY ~~assets~~OCCUR orUPON ~~services~~ISSUANCE ~~out~~OF ofADDITIONAL ~~our authorized but unissued common stock that would, upon issuance, represent a majority of our voting power and equity~~SHARES. The result of such an issuance would be those new stockholders and management would control us, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of us by our current shareholders.

IFWe may ~~THE~~issue ~~REGISTRATION~~further OFshares ~~OUR~~as ~~COMMON~~consideration ~~STOCK~~for ISthe ~~REVOKED~~cash INor ~~THE~~assets ~~FUTURE~~or services out of our authorized but unissued common stock that would, upon ~~OUR~~issuance, ~~BUSINESS~~represent ~~OPPORTUNITIES~~a ~~WILL~~majority ~~CEASE~~of TOour ~~EXIST~~voting power and equity. The result of such an issuance would be those new stockholders and management would control us, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of us by our current shareholders.

~~In the~~IF ~~event~~THE ~~our~~REGISTRATION ~~securities~~OF ~~registration~~OUR ~~was~~COMMON toSTOCK beIS ~~revoked,~~REVOKED weIN ~~would~~THE ~~not~~FUTURE, ~~have~~OUR ~~the~~BUSINESS ~~ability~~OPPORTUNITIES toWILL ~~raise~~CEASE ~~money~~TO ~~through the issuance of shares and would lose the ability to continue the business plan set out in this filing~~EXIST. ~~Common stock issued and outstanding at that time would no longer be tradable.~~

WEIn the DOevent ~~NOT~~our ~~ANTICIPATE~~securities ~~PAYING~~registration ~~CASH~~was ~~DIVIDENDS~~to ONbe ~~OUR~~revoked, ~~COMMON~~we ~~STOCK~~would not have the ability to raise money through the issuance of shares and would lose the ability to continue the business plan set out in this filing. Common stock issued and outstanding at that time would no longer be tradable.

~~We do~~WE ~~not~~DO ~~anticipate~~NOT ~~paying~~ANTICIPATE ~~any~~PAYING ~~cash~~CASH ~~dividends~~DIVIDENDS onON ~~our~~OUR ~~common~~COMMON ~~stock in the foreseeable future~~STOCK.

WEWe do ~~MAY~~not BEanticipate ~~UNSUCCESSFUL~~paying INany ~~FINDING~~cash Adividends ~~MERGER~~on ~~THAT~~our ~~CAN~~common BEstock ~~ACCOMPLISHED~~in ~~WITH~~the ~~POSITIVE~~foreseeable ~~LONG-TERM RESULTS~~future.

~~The business~~WE ofMAY ~~selecting~~BE ~~and~~UNSUCCESSFUL ~~entering~~IN ~~into~~FINDING aA ~~merger~~MERGER isTHAT ~~fraught~~CAN ~~with~~BE ~~all~~ACCOMPLISHED ~~kinds~~WITH ofPOSITIVE ~~issues. For~~LONG-TERM instance, the business may need capital that is never achieved, the management is not capable of carrying the business forward successfully, the business plan is ill conceived, and not executed, or competitive factors cause business failureRESULTS. ~~There are many other factors in addition to these, as may have been discussed above in “Risk Factors” which could cause our company to fail and the investors capital will be at risk.~~

~~ITEM~~The 1Bbusiness of selecting and entering into a merger is fraught with all kinds of issues. For ~~UNRESOLVED~~instance, ~~STAFF~~the ~~COMMENTS~~business may need capital that is never achieved, the management is not capable of carrying the business forward successfully, the business plan is ill conceived, and not executed, or competitive factors cause business failure. There are many other factors in addition to these, as may have been discussed above in “Risk Factors” which could cause our company to fail and the investors capital will be at risk.

~~NONE~~ITEM 1B. UNRESOLVED STAFF COMMENTS.

~~ITEM 2~~NONE. ~~PROPERTIES.~~

WeITEM ~~do not own or lease any properties~~1C. CYBERSECURITY

~~Our~~ ~~mailing~~We ~~address~~are isa ~~12136~~shell ~~West~~company ~~Bayaud~~with ~~Avenue, Suite~~limited ~~300, Lakewood, CO 80228~~operations.

~~Our~~ ~~transfer~~We ~~agent~~do isnot ~~Mountain~~believe ~~Share~~that ~~Transfer, LLC,~~we ~~2030~~are ~~Powers~~subject ~~Ferry~~to ~~Rd.,~~material ~~SE,~~cybersecurity ~~#212,~~risks ~~Atlanta,~~and do GAnot ~~30339.~~expect to ~~Their~~incur ~~telephone~~material ~~number~~costs isin ~~404-474-3110~~connection with cybersecurity.

~~ITEM~~We 3.do ~~LEGAL~~not ~~PROCEEDINGS~~believe that we have been the object of any cyberattack.

WeITEM ~~are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations~~2. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effectPROPERTIES. We anticipate that we (including current and any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations.

18We do not own or lease any properties.

~~Table~~Our ofmailing ~~Contents~~address is 12136 West Bayaud Avenue, Suite 300, Lakewood, CO 80228.

~~ITEM~~Our 4transfer agent is Mountain Share Transfer, LLC, 2030 Powers Ferry Rd., ~~MINE~~SE, ~~SAFETY~~#212, ~~DISCLOSURE~~Atlanta, GA 30339. Their telephone number is 404-474-3110.

~~Not~~ITEM ~~applicable~~3. LEGAL PROCEEDINGS.

~~PART~~We IIare not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive

~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.~~18

~~Market~~Table ~~Price~~of ~~and Stockholder Matters~~Contents

~~Shares~~officers of our ~~common~~company ~~stock~~or ~~trade~~any onof ~~the~~our ~~OTC~~subsidiaries, ~~PINK~~threatened ~~and~~against ~~quotations~~or ~~for~~affecting ~~the~~our company, our common stock, ~~are~~any ~~listed~~of byour ~~the~~subsidiaries ~~OTC~~or ~~Markets~~of ~~under~~our ~~the~~companies ~~symbol~~or ~~"VHLD."~~our Onsubsidiaries’ officers ~~July~~or 6,directors ~~2021~~in their capacities as such, ~~our~~in which an adverse decision could have a material adverse effect. We anticipate ~~stock~~that ~~symbol~~we ~~changed~~(including current and any future subsidiaries) will from ~~“MMBFD”~~time to ~~“VHLD”~~time ~~after~~become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our ~~holding~~business, ~~company~~financial ~~reorganization~~condition, cash flows or results of operations.

~~The~~ITEM ~~following table sets forth for the respective periods indicated the prices of our common stock in this market as reported and summarized by the National Quotation Bureau~~4. ~~Such prices~~MINE ~~are~~SAFETY ~~based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions~~DISCLOSURE.

~~During~~Not ~~the fiscal years ended June 30, 2024 and 2023, we had a trading history as follows:~~applicable.

	HIGH		LOW
Quarter Ended:
September 30, 2022	$	0.2701	$	0.0327
December 31, 2022	$	0.2979	$	0.0327
March 31, 2023	$	0.7590	$	0.0015
June 30, 2023	$	0.2880	$	0.0020
September 30, 2023	$	0.0310	$	0.0020
December 31, 2023	$	0.0414	$	0.0005
March 31, 2024	$	0.0510	$	0.0400
June 30, 2024	$	0.1400	$	0.0010

PART II

~~Last~~ITEM ~~Reported~~5. ~~Price~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

OnMarket ~~September~~Price ~~15,~~and ~~2024,~~Stockholder ~~the last reported bid price of our shares of common stock reported on the expert market was $0.0117 per share.~~Matters

~~Record~~Shares ~~Holders~~of our common stock trade on the Expert Market and quotations for the common stock are listed by the OTC Markets under the symbol "VHLD." On July 6, 2021, our stock symbol changed from “MMBFD” to “VHLD” after our holding company reorganization.

~~There~~The ~~were~~following ~~417~~table sets forth for the respective ~~holders~~periods ofindicated ~~record~~the asprices of ~~September~~our ~~15,~~common ~~2024.~~stock Inin ~~many~~this ~~instances,~~market aas ~~registered~~reported ~~stockholder~~and issummarized aby ~~broker~~the orNational ~~other~~Quotation ~~entity~~Bureau. ~~holding shares~~Such inprices ~~street~~are ~~name~~based ~~for~~on ~~one~~inter-dealer orbid ~~more~~and ~~customers~~asked ~~who~~prices, ~~beneficially~~without ~~own~~markup, ~~the~~markdown, ~~shares~~commissions, or adjustments and may not represent actual transactions.

~~Dividend~~During ~~Policy~~the fiscal years ended June 30, 2025 and 2024, we had a trading history as follows:

We have never paid cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined by our board of directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws, any future preferred stock instruments, and any future credit arrangements may then impose.

	HIGH		LOW
Quarter Ended:

September 30, 2024	$	0.1400	$	0.0117
December 31, 2024	$	0.0521	$	0.0006
March 31, 2025	$	0.0011	$	0.0006
June 30, 2025	$	0.0011	$	0.0006

September 30, 2023	$	0.0310	$	0.0020
December 31, 2023	$	0.0414	$	0.0005
March 31, 2024	$	0.0510	$	0.0400
June 30, 2024	$	0.1400	$	0.0010

~~Penny~~Last ~~Stock.~~Reported Price

~~Penny~~On ~~Stock~~June ~~Regulation~~30, ~~Broker-dealer~~2025, ~~practices in~~the ~~connection~~last ~~with~~reported ~~transactions~~bid inprice of ~~"penny~~our ~~stocks"~~shares ~~are~~of ~~regulated~~common ~~by certain penny~~ stock ~~rules~~reported ~~adopted~~on by the ~~Securities and~~expert ~~Exchange~~market ~~Commission.~~was ~~Penny stocks generally are equity securities with a price of less than~~ $50.~~00.~~0011 ~~Excluded~~per ~~from the penny stock designation are securities registered on certain~~share.

19Record Holders

~~Table~~There were 417 holders of ~~Contents~~record as of June 30, 2025. In many instances, a registered stockholder is a broker or other entity holding shares in street name for one or more customers who beneficially own the shares.

national securities exchanges or quoted on NASDAQ, provided that current price and volume information with respect to transactions in such securities is provided by the exchange/system or sold to established customers or accredited investors.19

~~The~~Table penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in connection with the transaction, and the monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.Contents

~~These~~Dividend disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. As our securities have become subject to the penny stock rules, investors may find it more difficult to sell their securities.Policy

~~Securities~~We ~~Authorized~~have ~~for~~never ~~Issuance~~paid ~~Under~~cash dividends and have ~~Equity~~no ~~Compensation~~plans ~~Plans~~to do so in the foreseeable future. Our future dividend policy will be determined by our board of directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws, any future preferred stock instruments, and any future credit arrangements may then impose.

~~None~~Penny Stock.

~~Recent~~Penny ~~Sales~~Stock ofRegulation ~~Unregistered~~Broker-dealer practices in connection with transactions in "penny stocks" are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00. Excluded from the penny stock designation are securities registered on certain national securities exchanges or quoted on NASDAQ, provided that current price and volume information with respect to transactions in such securities is provided by the exchange/system or sold to established customers or accredited investors.

~~None~~The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in connection with the transaction, and the monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

~~Exemption~~These ~~from~~disclosure ~~Registration~~requirements ~~Claimed~~may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. As our securities have become subject to the penny stock rules, investors may find it more difficult to sell their securities.

~~The~~Securities ~~transactions~~Authorized ~~were~~for ~~exempt~~Issuance ~~from Registration~~Under ~~under~~Equity ~~Section~~Compensation ~~4(a)2 of the Securities Act of 1933.~~Plans

~~Issuer Purchases of Equity Securities~~None.

WeRecent ~~did~~Sales ~~not repurchase any shares~~ of ~~our~~Unregistered ~~common stock during the years ended June 30, 2024 and 2023~~Securities.

~~ITEM 6~~None. ~~RESERVED.~~

~~ITEM~~Exemption 7.from ~~MANAGEMENT’S~~Registration ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~Claimed

~~Forward-Looking~~No ~~Statements~~registration ~~and~~exemption relied upon as there ~~Associated~~were ~~Risks~~no offerings.

~~This~~Issuer ~~Form~~Purchases ~~10-K contains certain statements that are forward-looking within the meaning~~ of ~~the~~Equity ~~Private~~ Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue,” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

~~Based~~We ondid ~~our~~not ~~financial~~repurchase ~~history~~any ~~since inception,~~shares ~~our~~of ~~auditor has expressed substantial doubt as to~~ our ~~ability~~common stock toduring ~~continue as a going concern. As reflected in~~ the ~~accompanying financial~~years ~~statements,~~ended ~~as of~~ June 30, ~~2024,~~2025 weand ~~had an accumulated deficit totaling $17,805,241~~2024. ~~This raises substantial doubt about our ability to continue as a going concern.~~

20ITEM 6. RESERVED

~~Table~~Not ~~of Contents~~applicable.

~~Plan of Operation~~20

~~Our~~Table ~~plan~~ of operations is to raise debt and/or equity to meet our ongoing operating expenses and seek to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that we will successfully complete this series of transactions. In particular, there is no assurance that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders. Contents

AsITEM of7. ~~June~~MANAGEMENT’S ~~30,~~DISCUSSION ~~2024~~AND ANALYSIS ~~and~~OF ~~2023,~~FINANCIAL ~~our~~CONDITION ~~cash balances~~AND ~~were~~RESULTS ~~$52~~OF ~~and $325, respectively~~OPERATIONS.

~~Our principal~~Forward-Looking ~~shareholder~~Statements ~~has indicated his intention to provide such funds as may be required for the Company to become,~~ and ~~remain,~~ aAssociated fully reporting public company while seeking to create value for shareholders by merging with another entity with experienced management and opportunities for growth in return for shares of its common stockRisks. Such intentions do not represent a binding commitment by the principal shareholder and there is no guarantee that our two principal shareholders will be able to provide the funding necessary to achieve this objective.

WeThis Form 10-K contains certain statements ~~currently~~that ~~believe~~are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-K that ~~our~~are ~~principal~~not ~~shareholder~~statements ~~will~~of historical fact may be ~~able~~deemed to ~~provide~~be usforward-looking ~~with~~statements. Without limiting the ~~funding~~foregoing, ~~necessary~~words tosuch ~~effect~~as ~~our~~“may,” ~~business~~“will,” ~~plan~~“expect,” “believe,” “anticipate,” to“estimate,” ~~merge~~or ~~with~~“continue,” ~~another~~or ~~entity~~comparable terminology are intended to identify forward-looking statements. These ~~However,~~statements ~~while~~by ~~our~~their ~~principal~~nature ~~shareholder~~involve ~~has~~substantial ~~indicated~~risks ~~his~~and ~~intention~~uncertainties, toand ~~provide~~actual usresults ~~with~~may ~~sufficient~~differ materially depending ~~funding~~on toa ~~achieve~~variety ~~this~~of ~~objective~~factors, ~~there~~many isof nowhich ~~guarantee~~are ~~that~~not hewithin ~~will~~our becontrol. ~~able~~These tofactors ~~provide~~include ~~funding~~but ~~necessary~~are not limited to ~~enable~~economic usconditions generally toand ~~merge~~in the industries in which we may participate; competition within our chosen industry, including competition from ~~with~~much ~~another~~larger ~~entity~~competitors; technological advances and failure to successfully develop business relationships.

~~If we~~Based ~~are~~on ~~unable~~our tofinancial ~~obtain~~history ~~the~~since inception, ~~necessary~~there ~~funding~~is ~~from~~substantial doubt as to our ~~principal~~ability ~~shareholder,~~to wecontinue ~~anticipate~~as ~~facing~~a ~~major~~going ~~challenges~~concern. As reflected in ~~raising~~ the ~~necessary~~accompanying ~~funding~~financial statements, toas ~~effect~~of ~~our~~June ~~business~~30, ~~plan~~2025, towe ~~merge~~had ~~with~~an ~~another~~accumulated ~~entity.~~deficit ~~Raising~~totaling ~~debt~~$17,829,207. orThis ~~equity~~raises ~~funding~~substantial ~~for~~doubt ~~small~~about ~~publicly~~our ability ~~quoted,~~to ~~penny~~continue ~~stock,~~as ~~shell~~a ~~companies~~going ~~is always extremely challenging~~concern.

~~We may~~Plan ~~face a number~~ of ~~obstacles in our attempt to raise funding to achieve our objective of merging with a yet to be identified company or group. One of those is Rule 419, under the Securities Act of 1933.~~Operation

~~Rule~~Our plan ~~419~~of ~~defines~~operations ais ~~"blank~~to ~~check~~raise ~~company"~~debt asand/or aequity ~~company~~to ~~that: i.~~meet Isour aongoing ~~development~~operating ~~stage~~expenses ~~company~~and ~~that~~seek ~~has~~to nomerge ~~specific~~with ~~business~~another entity ~~plan~~with orexperienced ~~purpose~~management orand ~~has~~opportunities ~~indicated~~for ~~that~~growth ~~its~~in ~~business~~return ~~plan~~for isshares of our common stock to ~~engage~~create invalue afor ~~merger~~our orshareholders. ~~acquisition~~There ~~with~~can anbe ~~unidentified~~no ~~company~~assurance orthat we will successfully complete this series of transactions. ~~companies~~In particular, orthere ~~other~~is ~~entity~~no orassurance ~~person;~~that ~~and~~any ~~ii.~~stockholder Iswill ~~issuing~~realize ~~"penny~~any ~~stock,"~~return ason ~~defined~~their inshares ~~Rule~~after ~~3a51-1~~such ~~under~~a ~~the~~transaction. ~~Securities~~Any ~~Exchange~~merger ~~Act~~or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of ~~1934~~shares held by our current stockholders.

~~We are~~As ~~a shell company but deemed a “blank check company” for purposes~~ of ~~capital~~June ~~raising~~30, 2025 and ~~therefore~~2024, inour ~~order to~~cash ~~raise~~balances ~~funds,~~were we$0 ~~must comply with the requirements of Rule 419 for public offerings which includes restrictive escrow~~ and ~~other provisions. These provisions will make it difficult~~$52, ~~if not impossible, for us to raise funds for the company~~respectively.

~~Therefore,~~Our ~~because~~principal ofshareholder ~~these~~has ~~difficulties~~indicated inhis ~~raising~~intention ~~funding~~to inprovide ~~penny~~such ~~stock~~funds ormay ~~shell~~be ~~companies,~~required iffor ~~our~~the ~~principal~~Company ~~shareholder~~to isbecome, ~~unable~~and ~~to provide~~remain, usa ~~with~~fully ~~the~~reporting ~~funding~~public ~~required~~company while seeking to ~~merge~~create value for shareholders by merging with another entity, itwith isexperienced management ~~very~~and ~~likely~~opportunities ~~that~~for wegrowth ~~will~~in bereturn ~~unable~~for toshares ~~implement~~of ~~our~~its ~~business~~common ~~plan to~~stock. ~~merge~~Such ~~with~~intentions ~~another~~do ~~entity~~not torepresent ~~create~~a ~~value~~binding ~~for~~commitment by ~~all~~the ofprincipal shareholder and there is no guarantee that our two principal shareholders” will be able to provide the funding necessary to achieve this objective.

We currently believe wethat ~~are~~our anprincipal ~~insignificant~~shareholder ~~participant~~will ~~among~~be ~~the~~able ~~firms~~to ~~which~~provide ~~engage~~us inwith the ~~acquisition~~funding ofnecessary ~~business~~to ~~opportunities.~~effect ~~There~~our ~~are~~business plan ~~many~~to ~~established~~merge ~~venture~~with ~~capital~~another ~~and~~entity. ~~financial~~However, ~~concerns~~while ~~that~~our ~~have~~principal ~~significantly~~shareholder ~~greater~~has ~~financial~~indicated ~~and~~his ~~personnel~~intention ~~resources~~to ~~and~~provide ~~technical expertise~~us ~~than~~with wesufficient funding ~~have.~~to Inachieve ~~view~~this ofobjective, ~~our~~there ~~limited~~is ~~financial~~no ~~resources~~guarantee ~~and~~that ~~limited~~he ~~management availability, we~~ will ~~continue~~be able to ~~be at~~provide afunding ~~significant~~necessary ~~competitive~~to ~~disadvantage~~enable ~~compared~~us to ~~our~~merge with ~~competitors~~another entity.

WeIf ~~intend~~we toare ~~seek,~~unable ~~investigate and, if such investigation warrants, acquire an interest in business opportunities presented~~ to ~~us by~~obtain ~~persons or firms which desire to seek~~ the ~~advantages~~necessary offunding anfrom ~~issuer who has complied with the Securities Act of 1934 (the “1934 Act”). We will not restrict~~ our ~~search~~principal ~~to any specific business~~shareholder, ~~industry~~we oranticipate ~~geographical~~facing ~~location,~~major ~~and~~challenges wein ~~may participate~~raising inthe ~~business~~necessary ~~ventures~~funding ofto ~~virtually~~effect ~~any nature. This discussion of~~ our ~~proposed~~ business isplan ~~purposefully general and is not meant~~ to bemerge ~~restrictive~~with ofanother ~~our~~entity. ~~virtually~~Raising ~~unlimited~~debt ~~discretion~~or toequity ~~search~~funding for ~~and~~small ~~enter into potential business opportunities. We anticipate~~publicly ~~that~~quoted, wepenny ~~may~~stock, beshell ~~able~~companies tois ~~participate~~always inextremely ~~only one potential business venture because of our lack of financial resources~~challenging.

21We may face a number of obstacles in our attempt to raise funding to achieve our objective of merging with a yet to be identified company or group. One of those is Rule 419, under the Securities Act of 1933.

~~Table~~Rule 419 defines a "blank check company" as a company that: i. Is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and ii. Is issuing "penny stock," as defined in Rule 3a51-1 under the Securities Exchange Act of ~~Contents~~1934.

We ~~may~~are ~~seek~~ a ~~business~~shell ~~opportunity~~company ~~with~~but ~~entities~~deemed ~~which~~a ~~have~~“blank ~~recently~~check ~~commenced~~company” ~~operations,~~for orpurposes ~~that~~of ~~desire~~capital toraising, ~~utilize~~and ~~the~~therefore, ~~public marketplace~~ in order to raise ~~additional capital in order to expand into new products or markets~~funds, towe ~~develop~~must acomply ~~new~~with ~~product~~the orrequirements ~~service,~~of orRule 419 for ~~other~~ ~~corporate~~public ~~purposes.~~offerings Wewhich ~~may~~includes ~~acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.~~restrictive

We expect that the selection of a business opportunity will be complex and risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without incurring the cost and time required to conduct an initial public offering.21

~~The analysis~~Table of new business opportunities will be undertaken by, or under the supervision of, our sole director. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of the business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.Contents

Weescrow ~~will~~and ~~not~~other ~~acquire~~provisions. orThese ~~merge~~provisions ~~with~~will ~~any~~make ~~company~~it ~~for~~difficult, ~~which~~if ~~audited~~not ~~financial~~impossible, ~~statements~~for ~~cannot~~us beto ~~obtained~~raise ~~within~~funds afor ~~reasonable period of time after closing of~~ the ~~proposed transaction~~company.

~~RESULTS~~Therefore, OFbecause ~~OPERATIONS~~of ~~FOR~~these ~~THE~~difficulties ~~YEARS~~in ~~ENDED~~raising ~~JUNE~~funding 30in penny stock or shell companies, ~~2024~~if ~~AND~~our ~~2023~~principal shareholder is unable to provide us with the funding required to merge with another entity, it is very likely that we will be unable to implement our business plan to merge with another entity to create value for all of our shareholders”.

We believe we are aan ~~publicly~~insignificant ~~quoted~~participant ~~shell~~among ~~company~~the ~~seeking to~~firms ~~merge~~which ~~with~~engage ~~other~~in ~~entities~~the ~~with~~acquisition ~~experienced~~of ~~management~~business opportunities. There are many established venture capital and ~~opportunities~~financial ~~for~~concerns ~~growth~~that inhave ~~return~~significantly ~~for~~greater ~~shares~~financial ofand ~~our~~personnel ~~common~~resources ~~stock~~and technical toexpertise ~~create~~than ~~values~~we ~~for~~have. In view of our ~~shareholders.~~limited Nofinancial ~~potential~~resources ~~merger~~and ~~candidate~~limited ~~has~~management ~~been~~availability, ~~identified~~we will continue to be at ~~this~~a ~~time~~significant competitive disadvantage compared to our competitors.

~~Revenue~~We intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the “1934 Act”). We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one potential business venture because of our lack of financial resources.

We ~~recognized~~ nomay ~~revenue~~seek ~~during~~business opportunities with entities which have recently commenced operations, or that desire to utilize the ~~years~~public ~~ended~~marketplace in ~~June~~order 30to raise additional capital in order to expand into new products or markets, ~~2024~~to develop a new product or ~~2023~~service, asor wefor other ~~had~~corporate nopurposes. ~~revenue~~We ~~generating~~may ~~activities~~acquire ~~during~~assets ~~these~~and ~~periods~~establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

~~General~~We expect that the selection of a business opportunity will be complex and ~~Administrative~~risky. ~~Expenses~~Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without incurring the cost and time required to conduct an initial public offering.

~~During~~The analysis of new business opportunities will be undertaken by, or under the ~~year~~supervision ~~ended~~of, ~~June~~our 30sole director. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director, ~~2024~~professional advisors or by our stockholders. In analyzing prospective business opportunities, we ~~incurred~~will ~~general~~consider such matters as (i) available technical, financial and ~~administrative~~managerial ~~expenses~~resources; (ii) working capital and other financial requirements; (iii) history of ~~$38~~operations,~~833~~ if any, ~~comprising~~and ~~accounting~~prospects ~~fees~~for the future; (iv) nature of ~~$14~~present and expected competition; (v) quality,~~793~~ experience and depth of management services; (vi) potential for further research, ~~audit~~development ~~fees~~or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of ~~$13,000,~~the ~~share~~company; ~~transfer~~(viii) ~~agent~~potential ~~fees~~for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of $9products,~~639,~~ ~~SEC~~services ~~filing~~or ~~fees~~trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of $1our investigation of the business opportunity,~~128~~ we expect to meet personally with management and ~~other~~key ~~fees~~personnel. ~~totaling~~To ~~$273~~the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.

~~By comparison,~~We ~~during~~will ~~the~~not ~~year~~acquire ~~ended~~or ~~June~~merge ~~30,~~with ~~2023,~~any wecompany ~~incurred~~for ~~general~~which ~~and~~audited ~~administrative~~financial ~~expenses~~statements ofcannot ~~$33,999,~~be ~~comprising~~obtained ~~accounting~~within ~~fees~~a ~~of $13,150,~~reasonable ~~share transfer agent fees~~ period of ~~$7,845,~~time ~~OTC~~after ~~market~~closing ~~fees~~ of ~~$5,958,~~the ~~audit~~proposed ~~fees of $3,750, SEC filing fees of $2,338, State filing fees of $758 and other fees totaling $200~~transaction.

Table of Contents

~~The $4,834~~RESULTS ~~increase~~OF inOPERATIONS ~~general~~FOR ~~and~~THE ~~administrative~~YEARS ~~expenses~~ENDED ~~between~~JUNE ~~the two years reflected a $8~~30,~~250~~ ~~increase~~2025 inAND audit fees, a $1,794 increase in share transfer agent fees, a $1,643 increase in accounting fees and a $73 increase in other fees partially offset by a $5,598 decrease on OTC Market fees, a $1,210 decrease in SEC filing fees and a $758 decrease in State filing fees.2024

~~Operating~~We ~~Loss~~are a publicly quoted shell company seeking to merge with other entities with experienced management and opportunities for growth in return for shares of our common stock to create values for our shareholders. No potential merger candidate has been identified at this time.

During the year ended June 30, 2024, we incurred an operating loss of $38,833 compared to an operating loss of $33,999 during the year ended June 30, 2024, an increase of $4,834, due to the factors discussed above.Revenue

~~Interest~~We ~~Expense~~recognized no –revenue ~~Related~~during ~~Party~~the years ended June 30, 2025 or 2024 as we had no revenue generating activities during these periods.

~~During~~General ~~the~~and ~~year~~Administrative ~~ended June 30, 2024, we incurred interest expense - related party of $1,440 compared to $270 during the year ended June 30. 2023, an increase of $773.~~ Expenses

~~Interest~~During ~~accrued~~the onyear aended $9June 30,~~000~~ ~~related~~2025, ~~party~~we ~~note~~incurred atgeneral 6%and ~~per~~administrative ~~annum~~expenses ~~from~~of ~~January 1~~$24,326, ~~2023~~comprising ~~through~~share ~~its~~transfer ~~maturity~~agent ~~date~~ fees of ~~August~~$13,658, 31accounting fees of $7,616, ~~2023.~~audit ~~There after~~fees ~~default~~of ~~interest~~$3,000 ~~accrued~~and atother ~~16%~~fees totaling $52.

~~Loss~~By ~~before~~comparison, during ~~Income~~the ~~Tax~~year ended June 30, 2024, we incurred general and administrative expenses of $38,833, comprising accounting fees of $14,793, audit fees of $13,000, share transfer agent fees of $9,639, SEC filing fees of $1,128 and other fees totaling $273.

~~During the~~The ~~year ended June 30~~$14,507 decrease ~~2024,~~in wegeneral ~~incurred~~and aadministrative ~~net~~expenses ~~loss~~between ~~before~~the ~~income~~two ~~taxes~~years ofreflected a $4010,~~273~~000 asdecrease ~~compared~~in toaudit fees, a ~~net loss of~~ $ 347,~~269~~177 decrease in ~~the year~~accounting ~~ended~~fees, ~~June~~a 30$4,019 ~~2023,~~increase anin ~~increase~~share oftransfer $6agent fees,~~004,~~ ~~due~~and toa ~~the~~$221 ~~factors~~decrease ~~discussed~~in ~~above~~other fees.

~~Provision~~Operating ~~for Income Tax~~Loss

~~No provision~~During ~~for~~the ~~income~~year ~~taxes~~ended ~~was~~June ~~recorded~~30, 2025, we incurred an operating loss of $24,326 compared to an operating loss of $38,833 during the ~~years~~ year ended June 30, 2024, ~~and~~a ~~2023~~decrease asof we$14,507, ~~incurred~~due ~~taxable~~to ~~losses~~the infactors ~~both~~discussed ~~years~~above.

~~Net~~Interest ~~Loss~~Expense – Related Party

During the year ended June 30, ~~2024~~2025, we ~~incurred~~recognized ainterest ~~net~~income ~~loss~~- related party of $~~40,273~~360 as compared to ainterest ~~net~~expense ~~loss~~- related party of $ 341,~~269~~440 induring the year ended June 30~~, 2023,~~. an2024 ~~increase of $6,004, due to the factors discussed above.~~

~~CASH~~Interest ~~FLOW~~accrued on a $9,000 related party note at 6% per annum from January 1, 2023 through its maturity date of August 31, 2023. Thereafter, initially, default interest accrued at a rate of 18% during the year ended June 30, 2024. However, effective July 1, 2024, the lender waived the increased default rate of interest and interest continued to accrue at 6% per annum. As a result of the waiving the default interest accrued, we recognized a credit of $360 in the year ended June 30, 2025.

AsLoss ofbefore ~~June~~Income 30, 2024, we did not have any revenue generating activities or other sources of income, assets, comprising solely of cash, of $52 and we had total liabilities of $132,051 and a shareholders’ deficit of $131,999.Tax

~~Consequently,~~During the weyear ~~are~~ended ~~now~~June ~~dependent~~30, on2025, ~~raising additional~~we ~~equity~~incurred ~~and/or~~a ~~debt~~net toloss ~~meet~~before ~~our~~income ~~ongoing~~taxes ~~operating~~of ~~expenses.~~$23,966 ~~There~~as iscompared noto ~~assurance~~a ~~that~~net weloss ~~will~~of be$ ~~able~~40,273 toin ~~raise~~ the ~~necessary~~ ~~equity~~year ~~and/or~~ended ~~debt~~June ~~that~~30, we2024, ~~will~~a ~~need~~decrease toof ~~fund~~$16,307, ~~our~~due ~~ongoing~~to ~~operating~~the ~~expenses~~factors discussed above.

ItProvision ~~is our current intention to seek to raise debt and/or equity financing to meet ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities~~ for ~~growth~~Income ~~in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed.~~Tax

~~Future~~No ~~losses are likely to occur as, until~~provision ~~we are able to merge with another entity with experienced management and opportunities~~ for ~~growth~~income intaxes ~~return~~was ~~for~~recorded ~~shares~~during ofthe ~~our~~years ~~common stock~~ended toJune ~~create~~30, ~~value~~2025 ~~for~~and ~~our~~2024 ~~shareholders,~~as we ~~have~~incurred notaxable ~~sources~~losses ofin ~~income~~both ~~to meet our operating expenses~~years.

23Net Loss

~~Table~~During the year ended June 30, 2025, we incurred a net loss of ~~Contents~~$23,966 as compared to a net loss of $ 40,273 in the year ended June 30, 2024, a decrease of $16,307, due to the factors discussed above.

	For The Year Ended			For The Year Ended
	June 30, 2024			June 30, 2023
Net Cash Used in Operating Activities	$	(22,353	)	$	(16,803	)
Net Cash Used in Investing Activities		—			—
Net Cash Provided by Financing Activities		22,080			17,128
Net Movement in Cash and Cash Equivalents	$	(273	)	$	325

~~Operating~~Table ~~Activities~~of Contents

~~During the~~CASH year ended June 30, 2024, we incurred a net loss of $40,273 which was reduced for cash flow purposes by an increase in accounts payable of $17,920, resulting in net cash of $22,353 being used in operations.FLOW

~~During the~~As ~~year~~of ~~ended~~ June 30, ~~2023~~2025, we ~~incurred~~did anot ~~net~~have ~~loss~~any ofrevenue generating ~~$34,269~~activities ~~which~~or ~~was~~other ~~reduced~~sources ~~for~~of ~~cash~~income, ~~flow~~or ~~purposes~~any byassets anand ~~increase in~~we ~~accounts~~had ~~payable~~total liabilities of $11155,~~508,~~965 and a ~~decrease~~shareholders’ deficit ~~in prepaid expenses~~ of $5155,~~958, resulting in net cash of $16,803 being used in operations~~965.

~~Investing~~Consequently, ~~Activities~~we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.

~~During~~It is our current intention to seek to raise ~~the~~debt ~~years~~and/or ~~ended~~equity ~~June~~financing ~~30,~~to ~~2024~~meet ongoing operating expenses and ~~2023,~~attempt weto ~~had~~merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no ~~investing~~assurance that ~~activities~~this series of events will be satisfactorily completed.

~~Financing~~Future ~~Activities~~losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders, we have no sources of income to meet our operating expenses.

During the year ended June 30, 2024, we received $22,080 by way of an advance under notes payable – related party resulting in a total of $22,080 being generated from financing operations.

	For The Year Ended			For The Year Ended
	June 30, 2025			June 30, 2024
Net Cash Used in Operating Activities	$	(4,052	)	$	(22,353	)
Net Cash Used in Investing Activities		—			—
Net Cash Provided by Financing Activities		4,000			22,080
Net Movement in Cash and Cash Equivalents	$	(52	)	$	(273	)

~~During the~~Operating ~~year ended June 30, 2023, we received $17,128 by way of an advance under notes payable – related party resulting in a total of $17,128 being generated from financing operations.~~Activities

~~We are dependent upon~~ During the ~~receipt~~year ofended ~~capital investment~~June or30, ~~other~~2025, ~~financing~~we toincurred ~~fund~~a ~~our~~net ~~ongoing~~loss ~~operations~~of ~~and~~$23,966 towhich ~~execute~~was ~~our~~reduced ~~business~~for ~~plan~~cash toflow ~~become~~purposes aby ~~profitable~~an ~~real~~increase ~~estate~~in ~~development~~accounts ~~company~~payable ~~seeking~~and toaccruals ~~develop~~of ~~or redevelop residential~~$19, ~~commercial or mixed used properties. In addition~~914, we ~~are~~resulting ~~dependent~~in ~~upon~~net ~~our~~cash ~~controlling~~of ~~shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms~~$4,052 webeing ~~may~~used ~~not~~in ~~be able to implement our plan of~~ operations.

~~CRITICAL~~During ~~ACCOUNTING~~the ~~POLICIES~~year ended June 30, 2024, we incurred a net loss of $40,273 which was reduced for cash flow purposes by an increase in accounts payable and accruals of $17,920, resulting in net cash of $22,353 being used in operations.

~~All~~Investing companies are required to include a discussion of critical accounting policies and estimates used in the preparation of their financial statements. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.Activities

~~Our significant accounting policies are described~~During inthe ~~Note~~years 3ended ofJune ~~our~~30, ~~Financial~~2025 ~~Statements on page F-8. These policies were selected because they represent the more significant accounting policies~~ and ~~methods~~2024, ~~that~~we ~~are~~had ~~broadly~~no ~~applied~~investing ~~in the preparation of our financial statements~~activities.

~~Inflation~~Financing Activities

In During the ~~opinion~~year ofended ~~management~~June 30, ~~inflation~~2025, ~~has not~~we ~~and~~received ~~will~~$4,000 ~~not~~by ~~have~~way aof ~~material~~an ~~effect~~advance onunder ~~our~~loan ~~operations~~payable – related party resulting in ~~the~~a ~~immediate~~total ~~future~~of $4,000 being generated from financing operations.

24During the year ended June 30, 2024, we received $20,640 by way of an advance under loan payable – related party and $1,440 under advance under promissory note – related party resulting in a total of $22,080 being generated from financing operations.

~~Table~~We are dependent upon the receipt of ~~Contents~~capital investment or other financing to fund our ongoing operations and to execute our business plan to become a profitable real estate development company seeking to develop or redevelop residential, commercial or mixed used properties. In addition, we are dependent upon our controlling shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.

~~Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.~~24

~~Off-Balance~~Table ~~Sheet~~of ~~Arrangements~~Contents

~~Per SEC regulations, we are required to disclose~~CRITICAL ~~our~~ACCOUNTING off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. As of June 30,2024, we have no off-balance sheet arrangements.POLICIES

~~Share~~All companies are required to include a discussion of critical accounting policies and estimates used in the preparation of their financial statements. On an on-~~based~~going ~~Compensation~~basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

~~The~~Our ~~cost~~significant ofaccounting ~~equity~~policies ~~instruments~~are ~~issued to employees~~described ~~and~~in ~~non-employees~~Note in3 ~~return~~of ~~for~~our ~~goods~~Financial ~~and~~Statements ~~services~~on ispage ~~measured~~F-8. byThese ~~the~~policies ~~grant~~were ~~date~~selected ~~fair~~because ~~value~~they ofrepresent the ~~equity~~more ~~instruments~~significant ~~issued in~~accounting ~~accordance~~policies ~~with~~and ~~ASC~~methods ~~718,~~that ~~Compensation~~are –broadly ~~Stock~~applied ~~Compensation.~~in ~~The~~the ~~related~~preparation ~~expense~~of isour ~~recognized~~financial ~~as services are rendered or vesting periods elapse~~statements.

.Inflation

~~Recently~~In ~~Issued~~the ~~Accounting~~opinion ~~Pronouncements~~of management, inflation has not and will not have a material effect on our operations in the immediate future.

WeManagement ~~have~~will ~~reviewed~~continue ~~all~~to ~~the recently issued, but~~monitor ~~not~~inflation ~~yet effective, accounting pronouncements~~ and doevaluate ~~not~~the ~~believe~~possible ~~any~~future effects of ~~these~~inflation ~~pronouncements will have a material impact~~ on our ~~financial~~ ~~statements~~business and operations.

~~ITEM~~Off-Balance ~~7A.~~Sheet ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~Arrangements

WePer SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a ~~smaller~~current ~~reporting~~or ~~company~~future aseffect ~~defined~~on our financial condition, bysuch ~~Rule~~as ~~12b-2~~changes ofin ~~the~~financial ~~Securities~~condition, ~~Act~~revenues, expenses, results of ~~1934~~operations, liquidity, ~~and~~capital ~~are~~expenditures, ~~not~~or ~~required~~capital resources that are material to ~~provide~~investors. ~~the~~As ~~information~~of ~~under~~June 30,2025, ~~this~~we ~~item~~have no off-balance sheet arrangements.

~~ITEM~~Share-based ~~8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.~~Compensation

~~VECTOR~~The 21cost ~~HOLDINGS~~of equity instruments issued to employees and non-employees in return for goods and services is measured by the grant date fair value of the equity instruments issued in accordance with ASC 718, ~~INC~~Compensation – Stock Compensation. The related expense is recognized as services are rendered or vesting periods elapse.

~~UNAUDITED FINANCIAL STATEMENTS~~.

~~For~~Recently ~~the~~Issued ~~years~~Accounting ~~ended June 30, 2024 and 2023~~Pronouncements

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PCAOB ID No. 0666200001	F-1
BALANCE SHEETS AS OF JUNE 30, 2024 AND 2023	F-2
STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2024 AND 2023	F-3
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEARS ENDED JUNE 30, 2024 AND 2023	F-4
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2024 AND 2023	F-5
NOTES TO THE AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2024 AND 2023	F-6

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.

25ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~Table~~We are a smaller reporting company as defined by Rule 12b-2 of ~~Contents~~the Securities Act of 1934 and are not required to provide the information under this item.

~~REPORT~~ITEM OF8. ~~INDEPENDENT~~FINANCIAL ~~REGISTERED~~STATEMENTS ~~PUBLIC~~AND ~~ACCOUNTING~~SUPPLEMENTARY ~~FIRM~~DATA.

To The ~~Board~~financial statements on pages F-1 through F-14 of ~~Directors~~this ~~and~~Annual Report ~~Shareholders~~are incorporated herein by reference.

~~Vector 21 Holdings, Inc.~~25

~~12136 W.~~Table ~~Bayaud~~of ~~Ave,, Suite 300~~Contents

~~Lakewood~~VECTOR 21 HOLDINGS, ~~CO 80228~~ INC.

~~Opinion on~~UNAUDITED ~~the~~FINANCIAL ~~financial statements~~STATEMENTS

~~We audited~~For the ~~accompanying balance sheets of Vector 21 Holdings, Inc., (“the Company”) as of June 30, 2024 and 2023 and the related statements of operations, stockholders’ equity and cash flows for~~ years ~~then~~ ended and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, ~~2024~~2025 and ~~2023, and the results of its operation, stockholder’s equity and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.~~2024

~~Going~~Note: The financial statements for the period ~~Concern~~July 1, 2024 to June 30, 2025 are NOT audited. The Registrant is relying on the following section from the Corporate Finance Manual in submitting the unaudited financial statements for the above-mentioned period. Section 1320.2 of the Corporate Finance Manual Provides as follows:

~~The Company’s~~1. ~~financial~~An ~~statements~~inactive ~~are~~registrant ~~prepared~~is ~~using~~one ~~the~~that ~~generally~~has ~~accepted~~gross ~~accounting~~receipts ~~principles~~or ~~applicable~~expenditures tonot aover ~~going~~$100,000; ~~concern~~no purchases, ~~which~~ ~~contemplates~~sales ~~the~~or ~~realization~~distributions of ~~assets~~securities; and ~~liquidation~~no ofmaterial ~~the~~changes ~~liabilities~~(no ~~in the normal course of business. The Company has an accumulated deficit of $17~~bankruptcy,~~805,241~~ ~~as of June 30~~reorganization, ~~2024~~etc. ~~These factors as discussed in Note 2 of the financial statements raise substantial doubt about the Company’s ability to continue as a going concern~~). ~~Management's~~[S-X ~~plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~3-11]

~~Basis of~~2. ~~Opinion~~Inactive registrants may provide unaudited annual financial statements in Form 10-K. [S-X 3-11]

3. These annual financial statements ~~are~~do ~~the~~not ~~responsibility~~need ofto ~~the~~be ~~Company’s~~reviewed ~~management.~~by ~~Our~~an ~~responsibility~~independent ispublic toaccountant; ~~express~~however, aninterim ~~opinion on the Company’s~~ financial statements ~~based~~filed on ~~our~~Form ~~audits.~~10-Q Weby ~~are~~inactive aregistrants ~~public~~must ~~accounting~~be ~~firm~~reviewed. ~~registered~~[S-X ~~with the Public Company Accounting Oversight Board~~ 10-01(~~United States~~d), ~~("PCAOB") and are required to be independent with respect to the Company in accordance with the U.~~S.-X ~~federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.~~8-03]

~~We conducted our audits in accordance with the standards of the PCAOB~~4. ~~Those~~When ~~standards~~an ~~require~~inactive weregistrant ~~plan~~later ~~and~~becomes ~~perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement~~active, ~~whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of~~ its ~~internal~~unaudited ~~control~~annual ~~over~~ financial ~~reporting. As~~statements ~~part~~may ofcontinue ~~our audits. we are required~~ to ~~obtain~~be anincluded ~~understanding~~in ofForm ~~internal~~10-K ~~control over financial reporting not~~ for ~~the~~those ~~purpose of~~periods ~~expressing~~during anwhich ~~opinion~~it onmet the ~~effectiveness~~criteria ofas ~~the~~an ~~Company’s~~inactive ~~internal control over financial reporting~~registrant. ~~Accordingly, we express no such opinion.~~

~~Our audits~~Registrant ~~included~~believes ~~performing~~that ~~procedures~~it tomeets ~~assess~~all ~~the risks~~ of ~~material misstatement of~~ the ~~financial statements, whether due to~~ ~~error~~criteria orset ~~fraud,~~forth ~~and~~in ~~performing~~subsection ~~procedures~~1 ~~that~~above ~~respond~~ to ~~those~~allow ~~risks. Such procedures included examining, on a test basis, evidence regarding~~ the ~~amounts~~filing ~~and~~of ~~disclosures~~unaudited ~~in the~~ financial statements. ~~Our~~under ~~audits~~subsections ~~also~~2 ~~included~~and ~~evaluating~~3 ~~the~~of ~~accounting principles~~Section ~~used~~1320.2, ~~and significant estimates made by management~~herewith, asfor ~~well as evaluating~~ the ~~overall~~period ~~presentation~~mentioned ofin the ~~financial~~first ~~statements. We~~paragraph ~~believe~~of ~~that~~this ~~our audits provide a reasonable basis for our opinion~~page.

Critical Audit Matters


	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR YEARS ENDED JUNE 30, 2024 and 2023 (PCAOB # 0666200001)	F-2

BALANCE SHEETS AS OF JUNE 30, 2025 (unaudited) AND 2024 (audited)	F-3

STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2025 (unaudited) AND 2024 (audited)	F-4

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEARS ENDED JUNE 30, 2025 (unaudited) AND 2024 (audited)	F-5

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2025 (unaudited) AND 2024 (audited)	F-6

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2025 (unaudited) AND 2024 (audited)	F-7

~~Critical audit matters arising from the current period of the financial statements that were communicated or required to be communicated to the audit committee and that (~~F-1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements. 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 below, providing separate opinions on the critical audit matters or the accounts or disclosures to which they relate.

~~There are~~Table noof ~~critical audit matters.~~Contents

~~We have~~REPORT ~~served~~OF asINDEPENDENT ~~the~~REGISTERED ~~Company’s~~PUBLIC ~~auditor~~ACCOUNTING ~~since 2021.~~FIRM

M.To S.The ~~Madhava Rao,~~Board ~~Chartered~~of ~~Accountant~~Directors and Shareholders

~~Bangalore~~Vector 21 Holdings, ~~India~~Inc.

~~October~~12136 1W. Bayaud Ave, ~~2024~~ Suite 300

~~F-1~~Lakewood, CO 80228

~~Table~~Opinion ofon ~~Contents~~the financial statements

VECTOR 21 HOLDINGS, INC.
BALANCE SHEETS
(Audited)
	FOR THE YEARS ENDED JUNE 30,
	2024			2023
ASSETS
Current Assets
Cash and cash equivalents	$	52		$	325
Total Current Assets		52			325
Total Assets	$	52		$	325
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accruals	$	51,832		$	33,912
Loan payable- related party		28,399			7,759
Promissory note- related party		51,820			50,380
Total Current Liabilities		132,051			92,051
Total Liabilities		132,051			92,051
Commitments and Contingencies (Note 8)
Shareholders' Deficit
Common stock, $0.0001 par value, 500,000,000 shares authorized, 1,697,200 shares issued and outstanding, as of June 30, 2024 and 2023		170			170
Additional paid in capital		17,673,072			17,673,072
Accumulated deficit		(17,805,241	)		(17,764,968	)
Total Shareholders' Deficit		(131,999	)		(91,726	)
Total Liabilities and Shareholders' Deficit	$	52		$	325

We audited the accompanying balance sheets of Vector 21 Holdings, Inc., (“the Company”) as of June 30, 2024 and 2023 and the related statements of operations, stockholders’ equity and cash flows for years then ended and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operation, stockholder’s equity and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~The accompanying~~Going ~~notes are an integral part of these audited financial statements.~~Concern

F-The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of the liabilities in the normal course of business. The Company has an accumulated deficit of $ 17,805,241 as of June 30, 2024. These factors as discussed in Note 2 of the financial statements raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Table~~Basis of ~~Contents~~Opinion

VECTOR 21 HOLDINGS, INC.
STATEMENTS OF OPERATIONS
(Audited)
	FOR THE YEARS ENDED JUNE 30,
	2024			2023
REVENUE	$	—		$	—
EXPENSES
General and administrative expenses		38,833			33,999
Total Operating Expenses		38,833			33,999
OPERATING LOSS		(38,833	)		(33,999	)
OTHER INCOME (EXPENSE)
Interest expense – related party		(1,440	)		(270	)
Total Other Income (Expense)		(1,440	)		(270	)
LOSS BEFORE TAXES		(40,273	)		(34,269	)
TAXES		—			—
NET LOSS	$	(40,273	)	$	(34,269	)
Weighted average shares outstanding- basic and diluted		1,697,200			1,697,200
Net loss per share – basic and diluted	$	(0.02	)	$	(0.02	)

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~The accompanying~~We ~~notes~~conducted our audits in accordance with the standards of the PCAOB. Those standards require 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 ~~integral~~audit of its internal control over financial reporting. As part of ~~these~~our ~~audited~~audits. we are required to obtain an understanding of internal control over financial ~~statements~~reporting not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~F-3~~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.

~~Table~~Critical ofAudit ~~Contents~~Matters

VECTOR 21 HOLDINGS, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
FOR THE YEARS ENDED JUNE 30, 2024 AND 2023
(Audited)
	Common Shares				Common Shares to be Issued				Additional Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance at June 30, 2022		1,697,200	$	170		—	$	—	$	17,673,072	$	(17,730,699	)	$	(57,457	)
Net loss for the year		—		—		—		—		—		(34,269	)		(34,269	)
Balance at June 30, 2023		1,697,200	$	170		—	$	—	$	17,673,072	$	(17,764,968	)	$	(91,726	)
Net loss for the year		—		—		—		—		—		(40,273	)		(40,273	)
Balance at June 30, 2024		1,697,200	$	170		—	$	—	$	17,673,072	$	(17,805,241	)	$	(131,999	)

Critical audit matters arising from the current period of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements. 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 below, providing separate opinions on the critical audit matters or the accounts or disclosures to which they relate.

~~The accompanying~~There ~~notes~~ are anno ~~integral~~critical ~~part~~audit ~~of these audited financial statements~~matters.

~~F-4~~We have served as the Company’s auditor since 2021.

~~Table~~ ofM. ~~Contents~~S. Madhava Rao, Chartered Accountant

VECTOR 21 HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
(Audited)
	FOR THE YEARS ENDED
	JUNE 30,
	2024			2023
Cash Flows from Operating Activities:
Net Loss	$	(40,273	)	$	(34,269	)
Changes in working capital items:
Prepaid Expenses		—			5,958
Accounts Payable & Accruals		17,920			11,508
Net Cash Flows Used in Operating Activities		(22,353	)		(16,803	)
Cash Flows from Financing Activities
Loan Payable- Related Party		20,640			7,858
Advances Under Promissory Note – Related Party		1,440			9,250
Net Cash Flows from Financing Activities		22,080			17,128
Net increase (decrease) in Cash:	$	(273	)	$	325
Cash, beginning of period:		325			—
Cash, end of period:	$	52		$	325
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	—		$	—
Cash paid for income tax	$	—		$	—
Non-Cash Investing and Financing Activities
Conversion of loan payable - related party to Promissory Note Payable - Related Party	$	—		$	41,110

Bangalore, India

~~The~~October ~~accompanying notes~~1, ~~are an integral part of these audited financial statements.~~ 2024

F-52

Table of Contents

VECTOR 21 HOLDINGS, INC.

~~NOTES~~BALANCE ~~TO AUDITED FINANCIAL STATEMENTS~~SHEETS

FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

	FOR THE YEARS ENDED JUNE 30,
	2025			2024
	(Unaudited) *			(Audited)

ASSETS
Current Assets
Cash and cash equivalents	$	—		$	52

Total Current Assets		—			52

Total Assets	$	—		$	52

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accruals	$	72,106		$	51,832
Loan payable- related party		32,399			28,399
Promissory note- related party		51,460			51,820

Total Current Liabilities		155,965			132,051

Total Liabilities		155,965			132,051

Commitments and Contingencies (Note 8)

Shareholders' Deficit
Common stock, $0.0001 par value, 500,000,000 shares authorized, 1,697,200 shares issued and outstanding, as of June 30, 2025 and 2024		170			170
Additional paid in capital		17,673,072			17,673,072
Accumulated deficit		(17,829,207	)		(17,805,241	)

Total Shareholders' Deficit		(155,965	)		(131,999	)

Total Liabilities and Shareholders' Deficit	$	—		$	52

The accompanying notes are an integral part of these unaudited financial statements.

~~NOTE~~*See 1.Preamble ~~NATURE OF~~Note ~~OPERATIONS~~on page F-1

~~Nature of Business~~F-3

~~Vector~~Table 21 Holdings, Inc., a Delaware corporation, (“Vector 21”, “the Company”, “We", "Us" or “Our’) is a publicly quoted shell company seeking to merge with an entity with experienced management and opportunities for growth in return for shares of ~~our common stock to create values for our shareholders. No potential merger candidate has been identified at this time.~~Contents

~~History~~VECTOR 21 HOLDINGS, INC.

~~Vector~~STATEMENTS 21OF ~~was incorporated in Delaware on March 5, 2021.~~OPERATIONS

	FOR THE YEARS ENDED JUNE 30,
	2025			2024
	(Unaudited) *			(Audited)

REVENUE	$	—		$	—

EXPENSES
General and administrative expenses		24,326			38,833

Total Operating Expenses		24,326			38,833

OPERATING LOSS		(24,326	)		(38,833	)

OTHER INCOME (EXPENSE)
Interest income (expense) – related party		360			(1,440	)

Total Other Income (Expense)		360			(1,440	)

LOSS BEFORE TAXES		(23,966	)		(40,273	)

TAXES		—			—

NET LOSS	$	(23,966	)	$	(40,273	)

Weighted average shares outstanding- basic and diluted		1,697,200			1,697,200

Net loss per share – basic and diluted	$	(0.02	)	$	(0.02	)

The accompanying notes are an integral part of these unaudited financial statements.

~~Reorganization into~~*See aPreamble ~~Holding~~Note ~~Company~~on ~~Structure~~page ~~for Vector 21 Holdings, Inc., reorganization successor to Momentum Biofuels, Inc.~~F-1

~~Momentum~~Table ~~Biofuels Colorado~~of ~~ceased to exist as an independent legal entity following its merger with Momentum Biofuels Delaware.~~Contents

~~Pursuant~~VECTOR ~~to the Delaware Holding Company formation statute, DGCL Section 251(g), Momentum Biofuels Delaware entered into an Agreement and Plan of Merger and Reorganization into a Holding Company with Vector~~ 21 ~~Holdings~~HOLDINGS, ~~Inc~~INC. ~~(“Vector 21”) and MBF Ops, Inc. (“MBF Ops.”), both wholly-owned subsidiaries of Momentum Biofuels Delaware, effective April 28, 2021.~~

~~The~~STATEMENTS ~~Agreement and~~OF ~~Plan~~CHANGES ofIN ~~Merger~~SHAREHOLDERS’ and Reorganization into a Holding Company provided for the merger of Momentum Biofuels Delaware with, and into MBF Ops., with MBF Ops. being the surviving corporation in the merger, as a subsidiary to Vector 21.DEFICIT

~~Momentum~~FOR ~~Biofuels Delaware~~THE ~~ceased~~YEARS toENDED ~~exist~~JUNE as30, an2025 ~~independent~~AND ~~legal entity following its merger with MBF Ops.~~2024

~~The~~(UNAUDITED ~~shareholders of~~FOR ~~Momentum~~FY ~~Biofuels~~ENDED ~~Delaware~~JUNE ~~were converted~~30, ~~by the holding company reorganization, under the Agreement, to shareholders of Vector 21 on a one for one basis pursuant to the Agreement and the Delaware Statute Sec. 251(g~~2025).*

MBF Ops., the surviving company of the merger with Momentum Biofuels Delaware, became a wholly-owned subsidiary of Vector 21, the holding company.

	Common Shares				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance at June 30, 2023		1,697,200	$	170	$	17,673,072	$	(17,764,968	)	$	(91,726	)

Net loss for the year		—		—		—		(40,273	)		(40,273	)

Balance at June 30, 2024		1,697,200	$	170	$	17,673,072	$	(17,805,241	)	$	(131,999	)

Net loss for the year		—		—		—		(23,966	)		(23,966	)

Balance at June 30, 2025		1,697,200	$	170	$	17,673,072	$	(17,829,207	)	$	(155,965	)

~~Vector 21 became~~The ~~the~~accompanying ~~parent~~notes ~~holding~~are ~~company~~an ~~resulting~~integral ~~under~~part ~~the Agreement, pursuant to Delaware General Corporation Law section 251(g), with its wholly owned subsidiary company, MBF Ops, the surviving company~~ of ~~the~~these ~~merger~~unaudited ~~with~~financial ~~Momentum Biofuels Delaware~~statements.

*See Preamble Note on page F-61

~~Table of Contents~~F-5

AsTable ~~a result~~ of the Holding Company Reorganization, shareholders in the publicly quoted Momentum Biofuels Delaware, formerly the shareholders of Momentum Biofuels Colorado as of the date of the reorganization, became shareholders in the publicly quoted Vector 21.Contents

~~MBF~~VECTOR ~~Ops,~~21 ~~being the direct successor by the merger with Momentum Biofuels Delaware~~HOLDINGS, ~~became a subsidiary company of Vector 21~~INC.

~~Disposal~~STATEMENTS ~~of MBF~~OF ~~Ops.~~CASH FLOWS

Effective June 28, 2021, Vector 21 disposed of 100% of the issued share capital of its sole subsidiary company, MBF Ops., to an unrelated third party. We made a $1,000 payment in cash and promised to issue 50,000 post-split shares of our common stock to the company (MBF) as capital for the subsidiary company which had no ongoing business or assets and outstanding liabilities of $1,130,842. These shares of common stock have been issued to the Purchaser as of the date of these financial statements.

	FOR THE YEARS ENDED
	JUNE 30,
	2025			2024
	(Unaudited) *			(Audited)
Cash Flows from Operating Activities:
Net Loss	$	(23,966	)	$	(40,273	)

Changes in working capital items:

Accounts Payable and Accruals		19,914			17,920

Net Cash Flows Used in Operating Activities		(4,052	)		(22,353	)

Cash Flows from Financing Activities
Loan Payable- Related Party		4,000			20,640
Advances Under Promissory Note – Related Party		-			1,440

Net Cash Flows from Financing Activities		4,000			22,080

Net increase (decrease) in Cash:	$	(52)		$	(273)

Cash, beginning of period:		52			325

Cash, end of period:	$	—		$	52

Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	—		$	—
Cash paid for income tax	$	—		$	—

Non-Cash Investing and Financing Activities
Conversion of loan payable - related party to Promissory Note Payable - Related Party	$			$	41,110
The accompanying notes are an integral part of these unaudited financial statements.

~~The~~*See ~~Holding Company Reorganization has been accounted for so as to reflect the fact that both Momentum Biofuels Delaware and Vector~~Preamble 21Note ~~were~~on ~~under~~page ~~common control at the date of the Holding Company Reorganization.~~F-1

~~Reverse and Forward Stock Splits~~F-6

~~Effective~~Table ~~May 13,~~of ~~2021, we completed:~~Contents

-VECTOR ~~a reverse stock split of our outstanding common stock~~21 HOLDINGS, $0INC.~~0001 par value, on a one (1) post-split share for eight thousand (8,000) pre-split shares basis, and subsequently~~

-NOTES aTO ~~forward~~UNAUDITED FINANCIAL ~~stock split of our post reverse split outstanding common stock, $0.0001 par value, on a one hundred (100) post-split shares for one (1) pre-split share basis.~~STATEMENTS

AsFOR aTHE ~~result~~YEARS ofENDED ~~the~~JUNE ~~one (1) for eight thousand (8~~30,~~000)~~ ~~reverse~~2025 ~~stock~~AND split described above, the number of issued and outstanding shares of the Company’s common stock was reduced from 123,224,444 to 15,403. No fractional shares were issued in connection with the reverse stock split. Instead, a holder of record of common stock who would otherwise be entitled to a fraction of a share was, in lieu thereof, entitled to receive a whole share of common stock. Consequently 1,069 additional shares were issued in respect of fractional shares and therefore a total of 16,472 shares of common stock were issued and outstanding after the reverse split.2024

AsNOTE ~~a result of the one hundred (100) post-split shares for one (~~1). ~~forward~~NATURE ~~stock~~OF ~~split described above, the number of issued and outstanding shares of the Company’s common stock increased from 16,472 to 1,647,200.~~OPERATIONS

~~A total~~Nature of ~~1,697,200 shares of common stock are currently outstanding on the date of the filing.~~Business

~~Impact of~~Vector 21 Holdings, Inc., a Delaware corporation, (“Vector 21”, “the ~~Ukrainian~~Company”, “We", "Us" or “Our’) is a publicly quoted shell company seeking to merge with an entity with experienced management and ~~Israeli~~opportunities ~~Conflicts~~for growth in return for shares of our common stock to create values for our shareholders. No potential merger candidate has been identified at this time.

Vector 21 was incorporated in Delaware on March 5, 2021.

~~F-7~~Effective April 28, 2021, following a corporate reorganization as described below (‘the Holding Company Reorganization” or ‘the reverse recapitalization”), Vector 21 became the reorganized successor to Momentum Biofuels, Inc. (“Predecessor Company”), a publicly quoted holding company that ceased trading in 2012.

~~Table~~Reorganization ofinto ~~Contents~~a Holding Company Structure for Vector 21 Holdings, Inc., reorganization successor to Momentum Biofuels, Inc.

~~Inflation~~Effective March 10, 2021, Momentum Biofuels, Inc. (“Momentum Biofuels Colorado”), a Colorado corporation, redomiciled to Delaware by merging with its wholly owned subsidiary, Momentum Biofuels, Inc., a Delaware corporation.

WeMomentum ~~anticipate that~~Biofuels ~~our~~Colorado ~~business~~ceased ~~and financial position will be impacted by the current inflationary environment. To the extent that we use borrowed funds, we believe costs will increase for us. Access~~ to ~~capital~~exist ~~will~~as ~~be impacted by increased interest rates and may affect our ability to obtain capital. Inflation will also have~~ an ~~impact~~independent onlegal ~~the~~entity ~~cost~~following ofits ~~supplies~~merger ~~of goods and services that we use~~ with ~~the consequence~~Momentum ofBiofuels ~~an adverse impact on our operating costs~~Delaware.

~~NOTE 2~~Pursuant to the Delaware Holding Company formation statute, DGCL Section 251(g), Momentum Biofuels Delaware entered into an Agreement and Plan of Merger and Reorganization into a Holding Company with Vector 21 Holdings, Inc. ~~GOING~~(“Vector ~~CONCERN~~21”) and MBF Ops, Inc. (“MBF Ops.”), both wholly-owned subsidiaries of Momentum Biofuels Delaware, effective April 28, 2021.

~~Our~~The ~~financial statements~~Agreement ~~are~~and ~~prepared~~Plan ~~using accounting principles generally accepted in the United States~~ of ~~America~~Merger ~~(“GAAP”) applicable to a going concern, which contemplate the realization of assets~~ and ~~the~~Reorganization ~~liquidation~~into ofa ~~liabilities~~Holding inCompany ~~the~~provided ~~normal course of business. We have no ongoing business or income and~~ for the ~~year~~merger ~~ended~~of ~~June~~Momentum ~~30,~~Biofuels ~~2024~~Delaware ~~we incurred a loss of $40~~with,~~273~~ and ~~had~~into anMBF ~~accumulated deficit of $17~~Ops.,~~805,241~~ aswith ofMBF ~~June 30, 2024~~Ops. ~~These~~being ~~conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect~~ the ~~possible~~surviving ~~future~~corporation ~~effects~~in on the ~~recoverability and~~merger, ~~classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue~~ as a ~~going~~subsidiary ~~concern is dependent upon our ability~~ to ~~raise~~Vector ~~additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations~~21. ~~No assurances can be given that we will be successful in achieving these objectives.~~

~~NOTE~~Momentum 3.Biofuels ~~SUMMARY OF~~Delaware ~~SIGNIFICANT~~ceased ~~ACCOUNTING~~to ~~POLICIES~~exist as an independent legal entity following its merger with MBF Ops.

~~Basis~~The shareholders of ~~Presentation~~ Momentum Biofuels Delaware were converted, by the holding company reorganization, under the Agreement, to shareholders of Vector 21 on a one for one basis pursuant to the Agreement and the Delaware Statute Sec. 251(g).

~~This~~MBF ~~summary of~~Ops., ~~significant accounting policies is presented to assist in~~ the ~~understanding~~surviving company of the ~~financial~~merger ~~statements.~~with ~~These~~Momentum ~~policies~~Biofuels ~~conform to~~Delaware, ~~GAAP~~became ~~and~~a ~~have~~wholly-owned ~~been~~subsidiary ~~consistently~~of ~~applied.~~Vector ~~The~~21, ~~Company~~the ~~has~~holding ~~selected June 30 as its financial year end~~company.

~~Use~~Vector 21 became the parent holding company resulting under the Agreement, pursuant to Delaware General Corporation Law section 251(g), with its wholly owned subsidiary company, MBF Ops, the surviving company of ~~Estimates~~the merger with Momentum Biofuels Delaware.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates.F-7

~~Cash~~Table ~~and Cash~~of ~~Equivalents:~~Contents

WeAs ~~maintain cash balances in~~ a ~~non-interest-bearing~~result ~~account~~of ~~that~~the ~~currently~~Holding ~~does~~Company ~~not~~Reorganization, ~~exceed~~shareholders ~~federally~~in ~~insured limits. For~~ the ~~purpose~~publicly ofquoted Momentum ~~the statements~~Biofuels ~~of cash flows~~Delaware, ~~all~~formerly ~~highly~~the ~~liquid~~shareholders ~~investments~~of Momentum ~~with~~Biofuels aColorado as ~~maturity~~ of ~~three~~the ~~months~~date ~~or less are considered to be cash equivalents. As~~ of ~~June~~the 30reorganization, ~~2024~~became ~~and~~shareholders ~~2023,~~in ~~our~~the ~~cash~~publicly ~~balances~~quoted Vector ~~were $52 and $325 respectively~~21.

~~Fair~~MBF ~~Value Measurements:~~Ops, being the direct successor by the merger with Momentum Biofuels Delaware, became a subsidiary company of Vector 21.

~~ASC~~Disposal Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of MBF fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputsOps. ~~ASC 820 defines the hierarchy as follows:~~

~~Level 1~~ –Effective ~~Quoted~~June ~~prices~~28, ~~are~~2021, ~~available~~Vector in21 ~~active~~disposed ~~markets~~of ~~for~~100% ~~identical~~of ~~assets~~the orissued ~~liabilities~~share ascapital of ~~the~~its ~~reported~~sole ~~date~~subsidiary company, MBF Ops., ~~The~~to ~~types of~~an ~~assets~~unrelated ~~and~~third ~~liabilities~~party. ~~included~~We inmade ~~Level~~a $1,000 ~~are~~payment ~~highly~~in ~~liquid~~cash and ~~actively~~promised ~~traded~~to ~~instruments~~issue ~~with~~50,000 ~~quoted~~post-split ~~prices,~~shares ~~such~~of our common stock to the company (MBF) as ~~equities listed~~capital onfor the ~~New~~subsidiary ~~York~~company ~~Stock~~which ~~Exchange~~had no ongoing business or assets and outstanding liabilities of $1,130,842. These shares of common stock have been issued to the Purchaser as of the date of these financial statements.

~~F-8~~ The Holding Company Reorganization has been accounted for so as to reflect the fact that both Momentum Biofuels Delaware and Vector 21 were under common control at the date of the Holding Company Reorganization.

~~Table~~Reverse ofand ~~Contents~~Forward Stock Splits

~~Level 2~~ –Effective ~~Pricing~~May ~~inputs~~13, ~~are~~2021, ~~other~~we ~~than~~completed: quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.

~~Level 3~~- –a ~~Significant~~reverse ~~inputs~~stock tosplit ~~pricing~~of ~~that~~our ~~are~~outstanding ~~unobservable~~common asstock, ~~of the reporting date~~$0.0001 ~~The~~par ~~types~~value, ofon ~~assets~~a ~~and~~one ~~liabilities~~(1) ~~included in~~post-split ~~Level~~share 3for ~~are~~eight ~~those~~thousand ~~with~~(8,000) ~~inputs~~pre-split ~~requiring~~shares ~~significant management judgment or estimation~~basis, ~~such as complex~~ and ~~subjective models and forecasts used to determine the fair value of financial transmission rights.~~subsequently

~~Our~~- ~~financial instruments~~a ~~consist~~forward stock split of our ~~prepaid~~post ~~expenses,~~reverse ~~accounts~~split ~~payable~~outstanding ~~and~~common ~~accruals~~stock, ~~loan payable- related party and promissory note- related party~~$0.0001 ~~The~~par ~~carrying amount of our prepaid expenses~~value, ~~accounts~~on ~~payable~~a ~~and~~one ~~accruals,~~hundred ~~loan~~(100) ~~payable~~post-split ~~related~~shares ~~party~~for ~~and~~one ~~promissory note-~~(1) ~~related party approximates their fair values because of the short~~pre-~~term~~split ~~maturities~~share ~~of these instruments~~basis.

~~Related~~ ~~Party Transactions:~~As a result of the one (1) for eight thousand (8,000) reverse stock split described above, the number of issued and outstanding shares of the Company’s common stock was reduced from 123,224,444 to 15,403. No fractional shares were issued in connection with the reverse stock split. Instead, a holder of record of common stock who would otherwise be entitled to a fraction of a share was, in lieu thereof, entitled to receive a whole share of common stock. Consequently 1,069 additional shares were issued in respect of fractional shares and therefore a total of 16,472 shares of common stock were issued and outstanding after the reverse split.

A ~~related~~As ~~party is~~a ~~generally~~result ~~defined as (i) any person that holds 10% or more~~ of ~~our~~the ~~membership~~one ~~interests~~hundred ~~including such person's immediate families,~~ (ii100) ~~our~~post-split ~~management,~~shares ~~(iii)~~for ~~someone~~one ~~that directly or indirectly controls, is controlled by or is under common control with us, or~~ (iv1) ~~anyone~~forward ~~who~~stock ~~can~~split ~~significantly~~described ~~influence~~above, ~~our~~the ~~financial~~number ~~and operating decisions. A transaction is considered to be a related party transaction when there is a transfer~~ of ~~resources~~issued ~~or obligations between related parties. See Notes 5~~ and 6outstanding ~~below~~shares ~~for details~~ of ~~related~~the ~~party~~Company’s ~~transactions~~common instock ~~the~~increased ~~period~~from ~~presented~~16,472 to 1,647,200.

~~Leases:~~ A total of 1,697,200 shares of common stock are currently outstanding on the date of the filing.

WeImpact ~~determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-~~of~~-use~~ ~~(“ROU”)~~the ~~as assets,~~Ukrainian ~~operating lease non-current liabilities,~~ and ~~operating~~Israeli ~~lease current liabilities in our balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the balance sheet.~~Conflicts

~~ROU~~We ~~assets~~believe ~~represent~~ that the ~~right~~conflicts toinvolving ~~use~~Ukraine anand ~~asset~~Israel ~~for~~do not have any direct impact on our operations, financial condition, or financial reporting. We believe the ~~lease~~conflicts ~~term~~will ~~and~~have ~~lease~~only ~~liability~~a ~~represent~~general impact on our operations in the ~~obligation~~same tomanner ~~make~~as ~~lease~~it ~~payment~~is ~~arising~~having a general impact on all businesses that have their operations limited to North America resulting from ~~the lease.~~international ~~Operating~~sanction ~~lease~~and ~~ROU~~embargo ~~assets~~regulations, possible shortages of goods and ~~liabilities~~goods ~~are~~incorporating ~~recognized~~parts atthat may be supplied from countries involved in the ~~commencement~~conflicts, ~~date~~supply ~~based~~chain onchallenges, and the ~~present~~international ~~value~~and ofUS ~~lease payments~~domestic ~~over~~inflation ~~lease~~resulting ~~term~~from the conflict and government spending in relation to the conflicts. As ~~most~~we ofare ~~the~~a ~~leases~~shell ~~doesn’t~~company, ~~provide~~we ando ~~implicit~~not ~~rate~~believe we will be targeted for cyber-attacks related to conflicts. We ~~generally~~have ~~use~~no operations in the ~~incremental~~countries ~~borrowing rate~~directly oninvolved in the ~~estimated~~conflict ~~rate~~or are specifically impacted by any of ~~interest~~the ~~for~~sanctions ~~collateralized~~and ~~borrowing~~embargoes, ~~over~~as awe ~~similar~~principally ~~term~~operate ofsolely in the ~~lease~~United ~~payments~~States. atWe ~~commencement date.~~do ~~The~~not ~~operating~~believe ~~ROU~~that ~~asset~~the ~~also~~conflicts ~~includes~~will have any ~~lease~~impact ~~payments~~on ~~made~~our ~~and~~internal ~~exclude~~control ~~lease~~over ~~incentives~~financial reporting. Other ~~Lease~~than ~~expense~~general ~~for~~securities ~~lease~~market ~~payment is~~trends, ~~recognized~~we ondo anot ~~straight-line~~have ~~basis~~reason ~~over~~to ~~lease~~believe ~~term~~that investors will evaluate the company as having special risks or exposures related to the conflicts.

~~The Company was not party to any lease transaction during the years ended June, 30 2024 and 2023.~~F-8

~~Income~~Table ~~Taxes:~~of Contents

The provision for income taxes is computed using the asset and liability method, under which 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, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.Inflation

~~Uncertain Tax~~We ~~Positions:~~anticipate that our business and financial position will be impacted by the current inflationary environment. To the extent that we use borrowed funds, we believe costs will increase for us. Access to capital will be impacted by increased interest rates and may affect our ability to obtain capital. Inflation will also have an impact on the cost of supplies of goods and services that we use with the consequence of an adverse impact on our operating costs.

WeNOTE ~~evaluate tax positions in a two-step process~~2. WeGOING first determine whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized tax benefits thatCONCERN

~~F-9~~ Our financial statements are prepared using accounting principles generally accepted in the United States of America (“GAAP”) applicable to a going concern, which contemplate the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business or income and for the year ended June 30, 2025 we incurred a loss of $23,966 and had an accumulated deficit of $17,829,207 as of June 30, 2025. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives.

~~Table~~NOTE of3. ~~Contents~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~are~~Basis ~~not expected to result in payment or receipt~~ of ~~cash within one year as long-term liabilities in the financial statements.~~Presentation

~~Revenue~~This ~~Recognition:~~summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to GAAP and have been consistently applied. The Company has selected June 30 as its financial year end.

~~Revenues~~Use ~~are recognized when control~~ of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:Estimates

~~Step~~The 1:preparation ~~Identify the~~of ~~contract(s)~~financial statements in conformity with ~~customers~~GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Step~~Cash 2:and ~~Identify the~~Cash ~~performance obligations in the contract~~Equivalents:

~~Step~~ 3:We ~~Determine~~ maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the ~~transaction~~purpose ~~price~~of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of June 30, 2025 and 2024, our cash balances were $0 and $52, respectively.

~~Step~~Fair 4:Value ~~Allocate the transaction price to performance obligations~~Measurements:

~~Step~~ASC 5:Topic ~~Recognize revenue~~820, ~~when~~Fair ~~the~~Value ~~entity~~Measurements ~~satisfies~~and Disclosures ("ASC 820"), provides a ~~performance~~comprehensive ~~obligation~~framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:

AsLevel ~~the~~1 ~~Company had~~– noQuoted ~~business~~prices ~~operations~~are ~~during~~available in active markets for identical assets or liabilities as of the ~~years~~reported ~~ended~~date. ~~June~~The ~~30,~~types ~~2024~~of assets and ~~2023~~liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, wesuch ~~have~~as ~~not~~equities ~~identified~~listed ~~specific~~on ~~planned~~the ~~revenue~~New ~~streams~~York Stock Exchange.

~~During~~Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the ~~years ended~~reported ~~June~~date. ~~30,~~The ~~2024~~types of assets and ~~2023,~~liabilities wein ~~did~~Level ~~not~~2 ~~recognize~~are ~~any~~typically ~~revenue~~either comparable to actively traded securities or contracts or priced with models using highly observable inputs.

~~Advertising Costs:~~F-9

WeTable ~~expense~~of ~~advertising costs when advertisements occur. No advertising costs were incurred during the years ended June 30, 2024 and 2023.~~Contents

~~Stock-Based Compensation:~~Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

~~The~~Our ~~cost~~financial ~~of equity~~ instruments ~~issued~~consist toof ~~employees~~our accounts payable and ~~non-employees~~accruals, inloan ~~return~~payable- ~~for~~related ~~goods~~party and ~~services~~promissory isnote- ~~measured~~related byparty. ~~the~~The ~~grant~~carrying ~~date~~amount ~~fair value~~ of ~~the~~our ~~equity~~accounts ~~instruments~~payable ~~issued~~and inaccruals, ~~accordance~~loan ~~with~~payable- ~~ASC~~related ~~718,~~party ~~Compensation~~and –promissory ~~Stock~~note- ~~Compensation.~~related ~~The~~party ~~related~~approximates ~~expense~~their isfair ~~recognized as~~values ~~services~~because ~~are~~of ~~rendered~~the orshort-term ~~vesting~~maturities ~~periods~~of ~~elapse~~these instruments.

~~Net~~Related ~~Loss per~~Party ~~Share Calculation~~Transactions:

~~Basic~~A ~~earnings (loss)~~related ~~per~~party ~~common~~is ~~share~~generally defined as (~~"EPS"~~i) isany ~~computed~~person bythat ~~dividing~~holds ~~net~~10% ~~income~~or ~~(loss)~~more ~~available~~of toour ~~common~~membership ~~stockholders~~interests byincluding ~~the~~such ~~weighted-average number~~person's ofimmediate ~~common~~families, ~~shares~~(ii) ~~outstanding~~our ~~for~~management, ~~the~~(iii) ~~period.~~someone ~~Diluted~~that ~~earnings~~directly ~~(loss)~~or ~~per~~indirectly ~~share~~controls, is ~~computed~~controlled by ~~dividing~~or ~~net~~is ~~income~~under ~~(loss) by~~common ~~the~~control ~~weighted~~with ~~average~~us, ~~shares~~or ~~outstanding,~~(iv) ~~assuming~~anyone ~~all~~who ~~dilutive~~can ~~potential~~significantly ~~common~~influence ~~shares~~our ~~were~~financial ~~issued~~and operating decisions. ~~Dilutive~~A ~~loss~~transaction ~~per~~is ~~share excludes~~considered ~~all~~to ~~potential~~be ~~common~~a ~~shares~~related ifparty ~~their~~transaction ~~effect~~when there is ~~anti-dilutive.~~a Notransfer ~~potentially~~of ~~dilutive~~resources ~~debt~~ or ~~equity~~obligations ~~instruments~~between ~~were issued~~related orparties. ~~outstanding~~See ~~during~~Notes ~~the~~5 ~~years~~and ~~ended~~6 ~~June~~below ~~30,~~for ~~2024~~details ~~and~~of ~~2023~~related party transactions in the period presented.

~~Recently Accounting Pronouncements~~Leases:

We ~~have~~determine ~~reviewed all~~if ~~the~~an ~~recently~~arrangement ~~issued,~~is ~~but~~a ~~not~~lease ~~yet~~at ~~effective,~~inception. ~~accounting~~Operating ~~pronouncements~~leases ~~and~~are doincluded ~~not~~in ~~believe~~operating ~~any~~lease right-of-use ~~these~~(“ROU”) ~~pronouncements~~as ~~will have~~assets, aoperating ~~material~~lease ~~impact~~non-current onliabilities, and operating lease current liabilities in our ~~financial~~balance ~~statements~~sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the balance sheet.

~~NOTE~~ROU 4assets represent the right to use an asset for the lease term and lease liability represent the obligation to make lease payment arising from the lease. ~~ACCOUNTS PAYABLE~~Operating ~~AND~~lease ~~ACCRUALS~~ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases doesn’t provide an implicit rate. We generally use the incremental borrowing rate on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating ROU asset also includes any lease payments made and exclude lease incentives. Lease expense for lease payment is recognized on a straight-line basis over lease term.

AsThe ofCompany ~~June~~was ~~30, 2024~~not ~~and~~party ~~2023,~~to ~~the~~any ~~balance~~lease oftransaction ~~accounts~~during ~~payable~~the ~~and~~years ~~accrued~~ended ~~expenses~~June, ~~was~~30 ~~$51,832~~2025 and ~~$33,912, respectively~~2024.

AsIncome ~~of June 30, 2024, $38,901 of the balance was due to our share transfer agent, $7,931 related to accounting fees and accrual of $5,000 related due our audit fees.~~Taxes:

AsThe ofprovision ~~June~~for ~~30, 2023,~~income ~~$29~~taxes is computed using the asset and liability method,~~262~~ ofunder which deferred tax assets and liabilities are recognized for the ~~balance~~expected ~~was~~future ~~due~~tax toconsequences ~~our~~of ~~share~~temporary ~~transfer~~differences ~~agent~~between the financial reporting and $4tax bases of assets and liabilities,~~650~~ ~~related~~and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to ~~accounting~~taxable ~~fees~~income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

~~F-10~~Uncertain Tax Positions:

~~Table~~ We evaluate tax positions in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of ~~Contents~~the position. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial statements.

~~NOTE 5. LOAN PAYABLE – RELATED PARTY~~F-10

AsTable of ~~June 30, 2024, and 2023, the balance outstanding under the loan payable - related party was $28,399 and $7,759, respectively.~~Contents

~~During~~Revenue ~~the year ended June 30, 2024, one of our directors, who is also our principal shareholder, advanced to us $20,640 by way of a loan to finance our working capital requirements.~~Recognition:

~~The~~Revenues ~~loan~~are ~~is unsecured~~recognized when control of the promised goods or services are transferred to a customer, ~~interest~~in ~~free~~an ~~and~~amount ~~due~~that onreflects ~~demand~~the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

AsStep ~~further~~1: ~~discussed in~~Identify ~~Note~~the 6.contract(s) ~~Promissory~~with ~~Notes – Related Parties below, in December 2022, $41,110 of this loan balance was converted into a Promissory Note – Related Party.~~customers

.Step 2: Identify the performance obligations in the contract

~~NOTE~~Step ~~6. PROMISSORY NOTES~~3: –Determine ~~RELATED~~the ~~PARTIES~~transaction price

AsStep of4: ~~June~~Allocate ~~30, 2024, and 2023,~~ the ~~balance~~transaction ~~outstanding~~price ~~under~~to ~~promissory~~performance ~~notes - related parties was $51,820 and $50,380, respectively. The balances at June 30, 2024 and 2023 included accrued interest of $1,710 and $270, respectively.~~obligations

WeStep ~~entered~~5: ~~into a~~Recognize ~~Promissory~~revenue ~~Note~~when (“Note 1”) with Legacy Technology Holdings, Inc. for $9,000 due on demand for advances totaling $9,000 made in November 2022. Note 1 incurred no interest unless it defaults after demand and thereafter at 12% per annum. It is unsecured. Our directors, Calvin D. Smiley, Sr. and Redgie Green are also directors of Legacy Technology Holdings, Inc. and Mr. Green is the ~~CEO/President~~entity ofsatisfies ~~Legacy~~a ~~Technology~~performance ~~Holdings, Inc.~~obligation

WeAs ~~also~~the ~~entered into~~Company ahad ~~further~~no ~~Promissory~~business ~~Note~~operations ~~(“Note~~during ~~2”) in~~ the ~~amount~~years ofended ~~$41,110~~June ~~with Michael A Littman~~30, an2025 ~~affiliate~~and ~~of our principal shareholder~~2024, ~~Michael~~we Ahave ~~Littman~~not ~~Atty~~identified ~~Defined~~specific ~~Benefit~~planned ~~Plan~~revenue ~~in respect of funds he had already advanced to us as further discussed in Note 6~~streams. ~~Loan Payable – Related Party above. Note 2 is due on demand and bears no interest unless demand is made and then the default rate is 12% per annum. It is unsecured.~~

~~Effective~~During ~~February 23, 2023, Note 1 with Legacy Technology Holdings, Inc. was amended such that, commencing January 1, 2023,~~ the ~~Note~~years ~~incurred~~ended ~~interest of~~June ~~6% per year~~30, 2025 and ~~was given a maturity date of August 31~~2024, ~~2023.~~we ~~Default~~did ~~interest~~not atrecognize ~~16%~~any ~~accrued thereafter~~revenue.

~~NOTE~~Advertising ~~7. INCOME TAXES~~Costs:

We ~~did~~expense ~~not~~advertising ~~provide any~~costs ~~current~~when oradvertisements ~~deferred~~occur. USNo ~~federal~~advertising ~~income~~costs ~~tax~~were ~~provision~~incurred orduring ~~benefit for~~ the years ~~ending~~ended June 30, ~~2024~~2025 and ~~2023 as we incurred tax losses during both of these years~~2024.

~~When~~Stock-Based it is more likely than not, that a tax asset cannot be realized through future income, we must record an allowance against any future potential future tax benefit. We have provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward periods.Compensation:

The ~~Company has~~cost ~~not~~of ~~taken~~equity ainstruments ~~tax~~issued ~~position~~to ~~that,~~employees ifand ~~challenged,~~non-employees ~~would~~in ~~have~~return ~~a material effect on the financial statements~~ for ~~the~~goods ~~years ended June 30, 2024~~ and ~~2023~~services asis ~~defined~~measured ~~under~~by ~~ASC~~the ~~740,~~grant ~~"Accounting~~date ~~for~~fair ~~Income~~value ~~Taxes." We~~of ~~did~~the ~~not~~equity ~~recognize~~instruments ~~any~~issued ~~adjustment to~~in ~~the~~accordance ~~liability~~with ~~for~~ASC ~~uncertain~~718, ~~tax~~Compensation ~~position~~– ~~and~~Stock ~~therefore~~Compensation. ~~did~~The ~~not~~related ~~record~~expense ~~any~~is ~~adjustment~~recognized toas ~~the~~services ~~beginning~~are ~~balance~~rendered ofor ~~the~~vesting ~~accumulated deficit~~periods ~~on the balance sheet~~elapse.

~~The~~Net ~~provision for~~Loss ~~income~~per ~~taxes~~Share ~~differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.~~Calculation:

~~The~~Basic ~~sources and~~earnings ~~tax~~(loss) ~~effects~~per ofcommon share ("EPS") is computed by dividing net income (loss) available to common stockholders by the ~~differences~~weighted-average number of common shares outstanding for the ~~periods~~period. ~~presented~~Diluted ~~are~~earnings as(loss) ~~follows:~~per share is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. No potentially dilutive debt or equity instruments were issued or outstanding during the years ended June 30, 2025 and 2024.

~~F-11~~Recently Accounting Pronouncements:

~~Table~~We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of ~~Contents~~these pronouncements will have a material impact on our financial statements.

	For The Year ended June 30, 2024			For The Year ended June 30, 2023
Statutory U.S. Federal Income Tax Rate		21	%		21	%
State Income Taxes		5	%		5	%
Change in Valuation Allowance		(26	)%		(26	)%
Effective Income Tax Rate		0	%		0	%

NOTE 4. ACCOUNTS PAYABLE AND ACCRUALS

A ~~reconciliation~~ As of ~~the~~June ~~income~~30, ~~taxes~~2025 ~~computed~~and at2024, the ~~statutory~~balance ~~rate~~of isaccounts aspayable ~~follows:~~and accrued expenses was $72,106 and $51,832, respectively.

	For The Year ended June 30, 2024			For The Year ended June 30, 2023
Tax credit (expense) at statutory rate (26%)	$	10,471		$	8,910
Increase in valuation allowance		(10,471	)		(8,910	)
Net deferred tax assets	$	—		$	—

As of June 30, 2025, $52,559 of the balance was due to our share transfer agent, $15,547 related to accounting fees and accrual of $4,000 related to our audit fees.

As of June 30, 2024, ~~the~~$38,901 ~~Company~~of ~~had~~the abalance ~~federal~~was ~~net~~due ~~operating~~to ~~loss~~our ~~carryforward~~share oftransfer ~~approximately~~agent, $~~135~~7,~~000.~~931 ~~The~~related ~~federal net operating loss carryforward does not expire but may only be used against taxable income~~ to ~~80%.~~accounting Nofees ~~tax~~and ~~benefit~~accrual ~~has been reported in the financial statements. The annual offset~~ of ~~this~~$5,000 ~~carryforward~~related ~~loss~~to ~~against~~our ~~any~~audit ~~future~~fees ~~taxable profits may be limited under the provisions of Internal Revenue Code Section 381 upon any future change(s) in control of the Company.~~

~~NOTE 8. COMMITMENTS & CONTINGENCIES~~F-11

~~Legal~~Table ~~Proceedings~~of Contents

WeNOTE ~~were~~5. LOAN ~~not subject~~PAYABLE to– ~~any~~RELATED ~~legal proceedings during the years ended June 30, 2024 and 2023, and, to the best of our knowledge, no legal proceedings are pending or threatened.~~PARTY

~~Contractual Obligations~~ As of June 30, 2025, and 2024, the balance outstanding under the loan payable - related party was $32,399 and $28,399, respectively.

We ~~are~~During ~~not~~the ~~party~~ year ended June 30, 2025, one of our directors, who is also our principal shareholder, advanced to ~~any~~us ~~contractual~~$4,000 ~~obligations~~by atway ~~this~~of ~~time~~a loan to finance our working capital requirements.

~~NOTE~~The 9.loan ~~SHAREHOLDERS’~~is ~~DEFICIT~~unsecured, interest free and due on demand.

~~Common~~NOTE ~~Stock~~6. PROMISSORY NOTES – RELATED PARTIES

As of June 30, 2025, and 2024, wethe ~~were~~balance ~~authorized~~outstanding tounder ~~issue~~promissory ~~500~~notes - related parties was $51,~~000~~460 and $51,~~000~~820, ~~shares~~respectively. ofThe ~~common~~balances ~~stock~~at ~~with~~June a30, ~~par~~2025 ~~value~~and 2024 included accrued interest of $01,350 and $1,710, respectively.~~0001.~~

No ~~shares~~We ~~of common~~entered ~~stock~~into ~~were~~a ~~issued~~Promissory ~~during~~Note ~~the~~(“Note ~~years~~1”) ~~ended~~with ~~June~~Legacy 30Technology Holdings, ~~2024~~Inc. for $9,000 due on demand for advances totaling $9,000 made in November 2022. Note 1 incurred no interest unless it defaults after demand and ~~2023~~thereafter at 12% per annum. It is unsecured. Our directors, Calvin D. Smiley, Sr. and Redgie Green are also directors of Legacy Technology Holdings, Inc. and Mr. Green is the CEO/President of Legacy Technology Holdings, Inc.

As ofWe ~~June~~also ~~30, 2024~~entered ~~and~~into ~~June~~a ~~30,~~further ~~2023~~Promissory Note (“Note 2”) in the amount of $41,110 1with Michael A Littman,~~697,200~~ ~~shares~~an affiliate of ~~common~~our ~~stock~~principal ~~were~~shareholder, ~~issued~~Michael A Littman Atty Defined Benefit Plan. Note 2 is due on demand and ~~outstanding~~bears no interest unless demand is made and then the default rate is 12% per annum. It is unsecured.

~~Warrants~~ Effective February 23, 2023, Note 1 with Legacy Technology Holdings, Inc. was amended such that, commencing January 1, 2023, the Note incurred interest of 6% per year, and was given a maturity date of August 31, 2023. Thereafter, initially, default interest accrued at a rate of 18% during the year ended June 30, 2024. However, effective July 1, 2024, the lender waived the increased default rate of interest and interest continued to accrue at 6% per annum. As a result of waiving the default interest accrued, the amount of interest accrued at June 30, 2025 was less that the balance accrued at June 30, 2024.

NoNOTE ~~warrants were~~7. ~~issued~~INCOME ~~or outstanding during the years ended June 30, 2024 and 2023.~~TAXES

~~Stock~~We ~~Options~~did not provide any current or deferred US federal income tax provision or benefit for the years ending June 30, 2025 and 2024 as we incurred tax losses during both of these years.

When it is more likely than not, that a tax asset cannot be realized through future income, we must record an allowance against any future potential future tax benefit. We ~~currently~~ have noprovided ~~stock~~a ~~option~~full ~~plan~~valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward periods.

NoThe ~~stock~~Company ~~options were~~has ~~issued~~not ortaken ~~outstanding~~a ~~during~~tax position that, if challenged, would have a material effect on the financial statements for the years ended June 30, 2025 and 2024 as defined under ASC 740, "Accounting for Income Taxes." We did not recognize any adjustment to the liability for uncertain tax position and ~~2023~~therefore did not record any adjustment to the beginning balance of the accumulated deficit on the balance sheet.

~~F-12~~The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.

~~Table~~ The sources and tax effects of ~~Contents~~the differences for the periods presented are as follows:

~~NOTE 10. SUBSEQUENT EVENTS~~F-12

~~The~~Table ~~Company evaluated subsequent events after June 30, 2024, in accordance with FASB ASC 855 Subsequent Events, through the date~~ of ~~the issuance of these financial statements and has determined there have been no subsequent event for which disclosure is required.~~Contents

F-13

	For The Year ended June 30, 2025			For The Year ended June 30, 2024

Statutory U.S. Federal Income Tax Rate		21	%		21	%
State Income Taxes		5	%		5	%
Change in Valuation Allowance		(26	)%		(26	)%
Effective Income Tax Rate		0	%		0	%

~~Table~~A reconciliation of ~~Contents~~the income taxes computed at the statutory rate is as follows:

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

	For The Year ended June 30, 2025			For The Year ended June 30, 2024
Tax credit (expense) at statutory rate (26%)	$	6,231		$	10,471
Increase in valuation allowance		(6,231	)		(10,471	)
Net deferred tax assets	$	—		$	—

~~None~~ As of June 30, 2025, the Company had a federal net operating loss carryforward of approximately $159,000. The federal net operating loss carryforward does not expire but may only be used against taxable income to 80%. No tax benefit has been reported in the financial statements. The annual offset of this carryforward loss against any future taxable profits may be limited under the provisions of Internal Revenue Code Section 381 upon any future change(s) in control of the Company.

~~ITEM 9A~~NOTE 8. ~~CONTROLS~~COMMITMENTS ~~AND~~& ~~PROCEDURES.~~CONTINGENCIES

~~Evaluation of~~Legal ~~Disclosure Controls and Procedures~~Proceedings

~~Our~~We ~~management conducted~~were annot ~~evaluation,~~subject ~~with~~to ~~the~~any ~~participation~~legal ofproceedings ~~our~~during ~~Chief~~the ~~Executive~~years ~~Officer,~~ended ~~who~~June ~~is our principal executive officer~~30, ~~and our Chief~~2025 ~~Financial Officer, who is our principal financial~~ and ~~accounting officer~~2024, ~~of the effectiveness of our disclosure controls~~ and ~~procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934~~, asto ~~amended (~~the ~~“Exchange~~best ~~Act”)) as~~ of ~~the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, we concluded that because of the material weakness and significant deficiencies in~~ our ~~internal control over financial reporting described below~~knowledge, ~~our~~no ~~disclosure~~legal ~~controls~~proceedings ~~and~~are ~~procedures~~pending ~~were~~or ~~not effective as of June 30, 2024~~threatened.

~~Management’s Annual~~Contractual ~~Report on Internal Control over Financial Reporting~~Obligations

~~Management~~We ~~is responsible~~are ~~for~~not ~~the~~party ~~preparation of our financial statements and related information. Management uses its best judgment~~ to ~~ensure that~~any ~~the~~contractual ~~financial~~obligations ~~statements~~at ~~present~~this ~~accurately, in material respects, our financial position and results of operations in fairness and conformity with generally accepted accounting principles~~time.

~~Management~~NOTE ~~is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Exchange Act~~9. ~~These~~ ~~internal~~SHAREHOLDERS’ controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate, and that the assumptions and opinions in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.DEFICIT

~~Our~~Common internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management’s and directors’ authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on our financial statements.Stock

We ~~conducted an~~As ~~evaluation~~ of ~~the~~June ~~effectiveness of our internal control over financial reporting~~30, ~~based on the framework in “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and published in 2013~~2025, ~~and~~we ~~subsequent~~were ~~guidance~~authorized ~~prepared~~to byissue ~~COSO specifically for smaller public companies. Based on that evaluation~~500,000,000 ~~management~~shares ~~concluded~~of ~~that~~common ~~our~~stock ~~internal~~with ~~control~~a ~~over~~par ~~financial reporting~~value ~~was not effective as~~ of ~~June~~ ~~30, 2024 for the reasons discussed below~~$0.0001.

ANo ~~significant deficiency~~shares ~~is a deficiency, or combination~~ of ~~deficiencies~~common instock ~~internal~~were ~~control~~issued ~~over~~during ~~financial reporting, that adversely affects~~ the ~~entity’s~~years ~~ability~~ended toJune ~~initiate~~30, ~~authorize,~~2025 record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Management identified the following material weakness and ~~significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of June 30,~~ 2024:.

● ~~Lack~~As of aJune ~~functioning~~30, ~~audit~~2025 ~~committee~~ and ~~lack~~June of30, a2024, ~~majority~~1,697,200 ofshares ~~outside directors on our board~~ of ~~directors,~~common ~~resulting~~stock inwere ~~ineffective~~issued ~~oversight in the establishment~~ and ~~monitoring~~outstanding. ~~of required internal controls and procedures;~~

26Warrants

~~Table~~No ofwarrants ~~Contents~~were issued or outstanding during the years ended June 30, 2025 and 2024.

●Stock ~~Inadequate segregation of duties consistent with control objectives;~~Options

●We ~~Insufficient~~currently ~~written~~have ~~policies~~no ~~and~~stock ~~procedures~~option ~~for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and~~plan.

●No ~~Ineffective~~stock ~~controls~~options ~~over~~were ~~period~~issued ~~end~~or ~~financial~~outstanding ~~disclosure~~during ~~and~~the ~~reporting~~years ~~processes~~ended June 30, 2025 and 2024.

There are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements, which could lead to a restatement of those financial statements. Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and maintained, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must account for resource constraints. In addition, the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, can and will be detected.F-13

~~This~~Table Form 10-K does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of ~~the Commission that permit us to provide only management’s report in this annual report on Form 10-K.~~Contents

~~Changes in~~NOTE ~~Internal~~10. ~~Controls~~SUBSEQUENT ~~over Financial Reporting~~EVENTS

~~There~~The ~~have~~Company ~~been no~~evaluated ~~changes~~subsequent events after June 30, 2025, in ~~our~~accordance ~~internal~~with ~~control~~FASB ~~over~~ASC ~~financial~~855 ~~reporting~~Subsequent Events, through the ~~year~~date ~~ended~~of ~~June~~the ~~30,~~issuance ~~2024~~of ~~that~~these ~~have~~financial ~~materially~~statements ~~affected,~~and orhas ~~are reasonably~~determined ~~likely~~there tohave ~~materially~~been ~~affect,~~no ~~our~~subsequent ~~internal~~event ~~control~~for ~~over~~which ~~financial~~disclosure ~~reporting~~is required.

~~ITEM 9B. OTHER INFORMATION.~~F-14

~~None.~~Table of Contents

ITEM 9C 9. ~~DISCLOSURE~~CHANGES ~~REGARDING~~IN ~~FOREIGN~~AND ~~JURISDICTIONS~~DISAGREEMENTS WITH ~~THAT~~ACCOUNTANTS ~~PREVENT~~ON ~~INSPECTIONS~~ACCOUNTING AND FINANCIAL DISCLOSURE.

~~Not applicable~~None.

27ITEM 9A. CONTROLS AND PROCEDURES.

~~Table~~ Evaluation of ~~Contents~~Disclosure Controls and Procedures

~~PART~~Our ~~III~~management conducted an evaluation, with the participation of our Chief Executive Officer, who is our principal executive officer, and our Chief Financial Officer, who is our principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, we concluded that because of the material weakness and significant deficiencies in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of June 30, 2025.

~~ITEM~~Management’s ~~10.~~Annual ~~DIRECTORS,~~Report ~~EXECUTIVE~~on ~~OFFICERS~~Internal ~~AND~~Control ~~CORPORATE~~over ~~GOVERNANCE.~~Financial Reporting

~~Directors~~Management is responsible for the preparation of our financial statements and ~~Executive~~related ~~Officers~~information. Management uses its best judgment to ensure that the financial statements present accurately, in material respects, our financial position and results of operations in fairness and conformity with generally accepted accounting principles.

~~The~~Management ~~following~~is responsible ~~table~~for ~~sets~~establishing ~~forth~~and maintaining adequate internal control over financial reporting as defined in the Exchange Act. ~~names~~These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that ~~ages~~disclosures are adequate, and ~~positions~~that ~~with~~the usassumptions ~~for~~and ~~each~~opinions in the preparation of ~~our~~financial ~~directors~~statements ~~and~~are ~~officers~~reasonable. There asare inherent limitations in the effectiveness of ~~June~~any 30system of internal controls, ~~2024:~~including the possibility of human error and overriding of controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

Name	Age		Position	Since
Calvin Smiley		71	CEO/President, Director, Acting CFO		2021
Michael A. Littman		76	Secretary/ Director		2021
Redgie Green		71	Director		2021

Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management’s and directors’ authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on our financial statements.

~~Calvin~~We conducted D.an ~~Smiley,~~evaluation ~~Sr.~~of the effectiveness of our internal control over financial reporting, ~~Chief~~based ~~Executive~~on ~~Officer~~the framework in “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and published in 2013, ~~President~~and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, ~~Acting~~management ~~Chief~~concluded ~~Financial~~that ~~Officer~~our ~~and~~internal ~~Director~~control over financial reporting was not effective as of June 30, 2025 for the reasons discussed below.

~~Mr.~~A significant ~~Smiley~~deficiency ~~has~~is ~~been~~a ~~Chief~~deficiency, ~~Executive~~or ~~Officer,~~combination ~~President~~of deficiencies in internal control over financial reporting, ~~Acting~~that ~~Chief~~adversely ~~Financial~~affects the ~~Officer~~entity’s ~~and~~ability ~~Director~~to ~~since~~initiate, ~~March~~authorize, 5record, ~~2021~~process, ~~(Inception)~~or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of June 30, 2025:

~~Mr.~~- ~~Smiley~~Lack ~~has more than 30 years in the broadcasting and cable television industries. He has been a director~~ of ~~Bio Lab Naturals, Inc. since February 2020. He was appointed the Chief Executive Officer, President and~~ a ~~Director~~functioning ofaudit ~~the~~committee ~~Nexhorizon, Inc. in October 2006. He previously had co-founded Sunrise Broadband Group, Inc. from 2004 through 2006. From 2001 to 2003, he was a telecommunications consultant~~ and ~~began~~lack work to develop the Sunrise business strategy. Mr. Smiley held various executive positions with TCOM Ventures Corporation headquartered in Englewood, Colorado. From 2000 to 2001 he served as a director, President and CEO of ~~TCOM Ventures, with~~ a ~~business~~majority ~~focus to use a digital wireless platform to provide broadband services to customers~~ of ~~acquired~~outside ~~rural~~directors ~~ISP’s and~~on ~~competitive~~our ~~local~~board ~~exchange carriers (“CLEC’s”). From 1998 to 1999, he co-founded and served as President~~ of ~~Communicast~~directors, ~~Inc., a successful turn-key marketing and advertising sales company which developed revenues for rural cable television systems, wireless providers and independent television stations.~~

He was CEO and Director of 30 DC, Inc. 30DC Merger Co., 30 Opsco, Inc. from 2021 until its reorganization into Apogee 21 Holdings Inc. in 2022 and Apogee 21 Holdings, Inc., Perigee Holdings, Inc., CRWG Merger Co, and Crowdgather, Inc. (of Delaware) since 2022. He has been a Director of Legacy Technology Holdings, Inc. since 2022.26

HeTable ~~became a Director and CEO~~ of Crowdgather, Inc. and CRWG Merger Co. in 2021 until reorganized into Perigee Holdings, Inc. in 2022 and He became a Director of Vapor Hub International, Inc. (of Delaware), VH Merger Co., reorganized into Asberry 22 Holdings, Inc. since 2022 until 2023. Mr. Smiley also served as President and Director of JV Group, Inc. from April 2021 until November 2021.Contents

~~Michael~~resulting A.in ~~Littman,~~ineffective ~~Secretary~~oversight in the establishment and ~~Director~~monitoring of required internal controls and procedures;

~~Mr.~~- ~~Littman was~~Inadequate ~~appointed~~segregation ~~Secretary~~of ~~and~~duties ~~Director~~consistent onwith ~~March~~control ~~5, 2021 (Inception).~~objectives;

~~Michael~~- A.Insufficient ~~Littman, (J.D.~~written ~~1973~~policies ~~Stetson~~and ~~College~~procedures ~~of Law) (Eckerd College 1970 B.A.) served as house counsel~~ for ~~Chicago~~accounting ~~Title~~and ~~Insurance~~financial ~~Company~~reporting ~~1973 –~~with ~~1975~~respect ~~in the Denver office. Increasing securities matters in the real estate syndication business led~~ to ~~a Securities practice emphasis since 1981, to where~~ the ~~practice~~requirements ~~has~~and ~~been~~application ~~exclusively~~of ~~corporate~~US ~~securities~~GAAP ~~practice for public companies. Career experience includes commercial litigation, public~~ and ~~private~~SEC ~~offerings,~~disclosure ~~mergers~~requirements; and ~~acquisitions, mortgage banking, REO management, bankruptcy reorganizations, and private corporate restructuring.~~

He- ~~has~~Ineffective ~~filed and~~controls ~~brought~~over ~~effective~~period ~~IPO's~~end ~~and~~financial ~~Secondary~~disclosure ~~Registrations with SEC. He handled quarterly~~ and ~~annual~~ reporting ~~with the SEC for over 50 public reporting companies~~processes. He has acted as securities counsel in acquisitions and mergers of public companies and in acquisitions of private companies by public companies in conjunction with recapitalizations. He has handled duties of getting companies cleared for trading with FINRA, and its predecessor NASD, for over 65 companies. He has acted as legal counsel for companies and individuals in civil

28There are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements, which could lead to a restatement of those financial statements. Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and maintained, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must account for resource constraints. In addition, the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, can and will be detected.

~~Table~~This Form 10-K does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of ~~Contents~~the Commission that permit us to provide only management’s report in this annual report on Form 10-K.

~~proceedings~~Changes ~~with~~in ~~the~~Internal ~~SEC.~~Controls ~~He has handled private placements of securities including Memorandum drafting for~~ over 50Financial ~~Private Placements.~~Reporting

HeThere ~~has~~have ~~negotiated~~been ~~PIPEs~~no ~~and~~changes ~~convertible~~in ~~debt~~our ~~situations~~internal ~~for~~control ~~clients,~~over ~~from~~financial reporting the ~~public/private~~year ~~company~~ended ~~side~~June 30, ~~and~~2025 ~~occasionally~~that ~~from~~have ~~the~~materially ~~funder's~~affected, ~~side.~~or are Hereasonably ~~was~~likely ato ~~Panel~~materially ~~Speaker for the IQPC PIPEs conferences (January 2007~~affect, ~~July~~our ~~2007~~internal ~~and~~control ~~January~~over ~~2008)~~financial reporting.

HeITEM ~~has 45 years~~9B. ofOTHER ~~legal experience in representing companies in the industry fields of software, oil and gas, real estate, mining, nutritional supplements, energy saving technology, publishing, and manufacturing~~INFORMATION.

He ~~was Secretary and Director of JV Group, Inc~~None. (April-November 2021). Mr. Littman was Secretary and Director of Crowdgather, Inc., CRWG Merger Co., and Crowdgather, Inc. (of Delaware) since 2021 to 2022 which all were reorganized into Perigee Holdings, Inc. in 2022 serving until 2023 He was Secretary and Director of 30DC, Inc., 30DC Merger Co., 30 Opsco, Inc., until they were reorganized into Apogee 21 Holdings, Inc since November 2021, serving until 2023. He was also Secretary and Director of Vapor Hub International, Inc. (of Delaware), VH Merger Co., until reorganized into Asberry 22 Holdings, Inc. in 2022. He remained an officer and director of Asberry 22 Holdings, Inc. until 2023.

~~Redgie~~ITEM 9C. ~~Green,~~DISCLOSURE ~~Director~~REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

~~Mr.~~Not ~~Green was appointed Director on March 5, 2021 (Inception)~~applicable.

Mr. Green was Chief Executive Officer and director of Canning Street Corp. since September 15, 2020 (Inception) to 2022, and was a director and Chief Executive Officer of Alexandria Advantage Warranty Company (its predecessor company) from December 9, 2019 to September 30, 2020 which was reorganized into Global Innovative Platforms, Inc. Mr. Green was a director and officer of Fuquan Financial Co (fka Southwestern Water Exploration, Inc.) from February 2017 through March 7, 2018, a director of Golden Dragon Holding Corp. from 2006 to 2014, President and Chief Executive Officer (until 2014) and a Director of Legacy Technology Holdings, Inc. since October 2010, a Director of Momentum BioFuels, Inc. (predecessor to Vector 21 Holdings, Inc.) since May 2012. Mr. Green was co-owner and operator of Green's B&R Enterprises, a wholesale donut baker from 1983 to 1990. He has been an active investor in small capital and high-tech adventures since 1987. Mr. Green was a director of IntreOrg Systems, Inc. from March 2008 until October 2017 and of International Paintball, Inc. from 2008 to 2012. He was CEO and director of Capital Franchising Inc. from 2012 to 2014 and then again, he was an officer and director from 2014 to 2015 (as “Jubilee 4Gold, Inc.”). He was the President and director of Strategic Pharma Information Sciences, Inc. from May 2017 to January 2018. He has been President and Director of Legacy Technology Holdings, Inc. since 2014. He has been a Director of Medical Innovation Holdings, Inc. since February 5, 2019. He was appointed Interim CEO of Medical Innovation Holdings, Inc. on May 7, 2019. He was a Director of 30DC, Inc., 30DC Merger Co. and 30 Opsco, Inc. from June 2021 until the reorganization into Apogee 21 Holdings, Inc.in 2022. He was a Director of Crowdgather, Inc., CRWG Merger Co., and Crowdgather, Inc. (of Delaware) since 2021 until reorganization into Perigee Holdings Inc. in 2022, and CEO and Director of Vapor Hub International, Inc. VH Merger Co from 2022 until reorganized into Asberry 22 Holdings, Inc in 2022 and he served until 2023. Mr. Green has also been CEO and a director of Saxon Capital Group, Inc. (fka Atlas Technology Group, Inc.) since July 2021. Mr. Green also served as Director of JV Group, Inc. until November 2021. Mr. Green has been a Director of Apogee 21 Holdings, Inc. and Perigree 22 Holdings, Inc. since November 2021. He has been a director of Legacy Technology Holdings, Inc. since 2015. He has been a Director and CEO of Solanbridge, Inc. since September 22, 2021. He is also CEO and Director of Annabidiol, Inc. since 2019 and Jagged Edge Mountain Gear, Inc. since 2021. Mr. Green was a Director of TPT Strategic, Inc. from 2018-2020. He has also been a Director of Qlinks America, Inc. since 2021.27

NoTable ~~family relationships exist between any~~ of ~~the officers or Directors of the Company.~~Contents

~~CONFLICTS OF~~PART ~~INTEREST - GENERAL.~~III

~~Our~~ITEM ~~directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses~~10. ~~Thus, there exist potential conflicts of interest including, among other~~ ~~things~~DIRECTORS, ~~time,~~EXECUTIVE ~~efforts~~OFFICERS ~~and~~AND ~~corporation~~CORPORATE ~~opportunity, involved in participation with such other~~GOVERNANCE.

29Directors and Executive Officers

~~Table~~The following table sets forth the names, ages, and positions with us for each of ~~Contents~~our directors and officers as of June 30, 2025:

business entities. While our sole officer and director of our business is engaged in business activities outside of our business, he devotes to our business such time as he believes to be necessary.

Name	Age		Position	Since
Calvin D. Smiley, Sr.		72	CEO/President, Director, CFO		2021
Michael A. Littman		77	Secretary/ Director		2021
Redgie Green		73	Director		2021

~~CONFLICTS~~Calvin OFD. ~~INTEREST~~Smiley, -Sr., ~~CORPORATE~~Chief ~~OPPORTUNITIES~~Executive Officer, President, Chief Financial Officer and Director

~~Presently no~~Mr. ~~requirement~~Smiley ~~contained~~has inbeen ~~our~~Chief ~~Articles~~Executive ~~of Incorporation~~Officer, ~~Bylaws~~President, orActing ~~minutes~~Chief ~~which~~Financial ~~requires~~Officer ~~officers~~ and ~~directors~~Director ofsince ~~our~~March ~~business to disclose to us business opportunities which come to their attention. Our officers and directors do~~5, ~~however,~~2021 ~~have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise~~(Inception). Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person.

~~COMMITTEES~~Mr. Smiley has OFmore ~~THE~~than ~~BOARD~~30 OFyears ~~DIRECTORS~~in the broadcasting and cable television industries. He has been a director of Bio Lab Naturals, Inc. since February 2020. He was appointed the Chief Executive Officer, President and a Director of the Nexhorizon, Inc. in October 2006. He previously had co-founded Sunrise Broadband Group, Inc. from 2004 through 2006. From 2001 to 2003, he was a telecommunications consultant and began work to develop the Sunrise business strategy. Mr. Smiley held various executive positions with TCOM Ventures Corporation headquartered in Englewood, Colorado. From 2000 to 2001 he served as a director, President and CEO of TCOM Ventures, with a business focus to use a digital wireless platform to provide broadband services to customers of acquired rural ISP’s and competitive local exchange carriers (“CLEC’s”). From 1998 to 1999, he co-founded and served as President of Communicast, Inc., a successful turn-key marketing and advertising sales company which developed revenues for rural cable television systems, wireless providers and independent television stations.

InHe ~~the~~was ~~ordinary~~CEO and ~~course~~Director of ~~business~~30DC, ~~the~~Inc. ~~board~~30DC Merger Co., 30 Opsco, Inc. from 2021 until its reorganization into Apogee 21 Holdings Inc. in 2022 and Apogee 21 Holdings, Inc. from 2021-2023, Perigee Holdings, Inc., CRWG Merger Co, and Crowdgather, Inc. (of ~~directors~~Delaware) ~~maintains~~since 2022. He has been a ~~compensation~~Director ~~committee~~of Legacy Technology Holdings, Inc. since 2022. He has been a director of Columbine Valley Resources, Inc. in 2022 and anbecame ~~audit~~CEO ~~committee~~of the company in October 2025 until November 2025 when he resigned as CEO and director. He was appointed Treasurer in December 2025. Mr. Smiley has been a director and President of Jagged Edge Mountain Gear and Qlinks America, Inc. since 2021.

~~The~~He ~~primary~~became a ~~function~~Director and CEO of ~~the~~Crowdgather, ~~compensation~~Inc. ~~committee~~and isCRWG toMerger ~~review~~Co. in 2021 until reorganized into Perigee Holdings, Inc. in 2022 and ~~make~~He became ~~recommendations~~a toDirector ~~the~~of ~~board~~Vapor Hub International, Inc. (of ~~directors~~Delaware), ~~with~~VH ~~respect~~Merger toCo., ~~the~~reorganized ~~compensation~~into Asberry 22 Holdings, Inc. since ~~including~~2022 ~~bonuses,~~until of2023. ~~our~~Mr. ~~officers~~Smiley also served as President and toDirector ~~administer~~of ~~the~~JV ~~grants~~Group, ~~under~~Inc. ~~our~~from ~~stock~~April ~~option~~2021 ~~plan~~until November 2021.

~~The functions~~Michael ofA. ~~the audit committee are to review the scope of the audit procedures employed by our independent auditors~~Littman, toSecretary ~~review with the independent auditors our accounting practices~~ and policies and recommend to whom reports should be submitted, to review with the independent auditors their final audit reports, to review with our internal and independent auditors our overall accounting and financial controls, to be available to the independent auditors during the year for consultation, to approve the audit fee charged by the independent auditors, to report to the board of directors with respect to such matters and to recommend the selection of the independent auditors.Director

InMr. ~~the absence~~Littman ofwas aappointed ~~separate~~Secretary ~~audit committee our board of directors’ functions as audit committee~~ and ~~performs~~Director ~~some~~on ofMarch ~~the same functions of an audit committee~~5, ~~such~~2021 as recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditor’s independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls(Inception).

~~(REMAINDER~~Michael OFA. Littman, ~~PAGE~~(J.D. ~~LEFT~~1973 ~~BLANK~~Stetson ~~INTENTIONALLY~~College of Law) (Eckerd College 1970 B.A.) served as house counsel for Chicago Title Insurance Company 1973 – 1975 in the Denver office. Increasing securities matters in the real estate syndication business led to a Securities practice emphasis since 1981, to where the practice has been exclusively corporate securities practice for public companies. Career experience includes commercial litigation, public and private offerings, mergers and acquisitions, mortgage banking, REO management, bankruptcy reorganizations, and private corporate restructuring.

30He has filed and brought effective IPO's and Secondary Registrations with SEC. He handled quarterly and annual reporting with the SEC for over 50 public reporting companies. He has acted as securities counsel in acquisitions

~~Table of Contents~~28

~~ITEM 11.~~Table ~~EXECUTIVE~~of ~~COMPENSATION.~~Contents

~~Summary~~and mergers of public companies and in acquisitions of private companies by public companies in conjunction with recapitalizations. He has ~~Executives~~handled duties of getting companies cleared for trading with FINRA, and ~~Director~~its ~~Compensation~~predecessor ~~Table~~NASD, for over 65 companies. He has acted as legal counsel for companies and individuals in civil proceedings with the SEC. He has handled private placements of securities including Memorandum drafting for over 50 Private Placements.

~~Executive~~He ~~compensation~~has negotiated ~~during~~PIPEs ~~the~~and ~~years~~convertible ~~ended~~debt ~~June~~situations 30for clients, ~~2024~~from the public/private company side, and ~~2023~~occasionally from the funder's side. He was asa ~~follows:~~Panel Speaker for the IQPC PIPEs conferences (January 2007, July 2007 and January 2008).

NAME AND PRINCIPAL POSITION	YEAR		SALARY		BONUS		STOCK AWARDS		OPTIONS AWARDS ($)		NONQUALIFIED DEFERRED COMPENS- ATION ($)		ALL OTHER COMP		TOTAL
Calvin D. Smiley, Sr., Chief Executive Officer, President, Acting Chief Financial Officer, and Director		2024	$	0	$	0	$	0	$	0	$	0	$	0	$	0
		2023	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Michael A. Littman, Secretary and Director		2024	$	0	$	0	$	0	$	0	$	0	$	0	$	0
		2023	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Redgie Green, Director		2024	$	0	$	0	$	0	$	0	$	0	$	0	$	0
		2023	$	0	$	0	$	0	$	0	$	0	$	0	$	0

He has 45 years of legal experience in representing companies in the industry fields of software, oil and gas, real estate, mining, nutritional supplements, energy saving technology, publishing, and manufacturing.

~~ITEM~~He was Secretary 12and Director of JV Group, Inc. ~~SECURITY~~(April-November ~~OWNERSHIP~~2021). OFMr. ~~CERTAIN~~Littman ~~BENEFICIAL~~was ~~OWNERS~~Secretary ~~AND~~and ~~MANAGEMENT~~Director ~~AND~~of ~~RELATED~~Crowdgather, ~~STOCKHOLDER~~Inc., ~~MATTERS~~CRWG Merger Co., and Crowdgather, Inc. (of Delaware) since 2021 to 2022 which all were reorganized into Perigee Holdings, Inc. in 2022 serving until 2023 He was Secretary and Director of 30DC, Inc., 30DC Merger Co., 30 Opsco, Inc., until they were reorganized into Apogee 21 Holdings, Inc since November 2021, serving until 2023. He was also Secretary and Director of Vapor Hub International, Inc. (of Delaware), VH Merger Co., until reorganized into Asberry 22 Holdings, Inc. in 2022. He remained an officer and director of Asberry 22 Holdings, Inc. until 2023. He has been a director and Secretary of Columbine Valley Resources, Inc. since October 2025. He was Treasurer of Columbine Valley Resources, Inc. from October until December 2025 and became a director in November 2025.

~~The following~~Redgie ~~table sets forth as of June 30~~Green, ~~2024 the number and percentage of the outstanding shares of common stock 1,697,200, which according to the information available to us, were beneficially owned by:~~Director

~~(i)~~Mr. ~~each~~Green ~~person~~was appointed ~~who~~Director ison ~~currently~~March ~~a director~~5, 2021 (Inception).

Mr. Green was Chief Executive Officer and director of Canning Street Corp. since September 15, 2020 (iiInception) ~~each~~to ~~executive~~2022, and was a director and Chief Executive Officer of Alexandria Advantage Warranty Company (its predecessor company) from December 9, 2019 to September 30, 2020 which was reorganized into Global Innovative Platforms, Inc. Mr. Green was a director and officer of Fuquan Financial Co (fka Southwestern Water Exploration, Inc.) from February 2017 through March 7, 2018, a director of Golden Dragon Holding Corp. from 2006 to 2014, President and Chief Executive Officer (until 2014) and a Director of Legacy Technology Holdings, Inc. since October 2010, a Director of Momentum BioFuels, Inc. (predecessor to Vector 21 Holdings, Inc.) since May 2012. Mr. Green was co-owner and operator of Green's B&R Enterprises, a wholesale donut baker from 1983 to 1990. He has been an active investor in small capital and high-tech adventures since 1987. Mr. Green was a director of IntreOrg Systems, Inc. from March 2008 until October 2017 and of International Paintball, Inc. from 2008 to 2012. He was CEO and director of Capital Franchising Inc. from 2012 to 2014 and then again, he was an officer and director from 2014 to 2015 (as “Jubilee 4Gold, Inc.”). He was the President and director of Strategic Pharma Information Sciences, Inc. from May 2017 to January 2018. He has been President and Director of Legacy Technology Holdings, Inc. since 2014. He has been a Director of Medical Innovation Holdings, Inc. since February 5, 2019. He was appointed Interim CEO of Medical Innovation Holdings, Inc. on May 7, 2019. He was a Director of 30DC, Inc., 30DC Merger Co. and 30 Opsco, Inc. from June 2021 until the reorganization into Apogee 21 Holdings, Inc.in 2022. He was a Director of Crowdgather, Inc., CRWG Merger Co., and Crowdgather, Inc. (of Delaware) since 2021 until reorganization into Perigee Holdings Inc. in 2022, and CEO and Director of Vapor Hub International, Inc. VH Merger Co from 2022 until reorganized into Asberry 22 Holdings, Inc in 2022 and he served until 2023. Mr. Green has also been CEO and a director of Saxon Capital Group, Inc. (fka Atlas Technology Group, Inc.) since July 2021. Mr. Green also served as Director of JV Group, Inc. until November 2021. Mr. Green has been a Director of Apogee 21 Holdings, Inc. from 2021 until March 2023 and Perigee Holdings, Inc. since November 2021. He has been a director of Legacy Technology Holdings, Inc. since 2015. He has been a Director and CEO of Solanbridge, Inc. since September 22, 2021. He is also CEO and Director of Annabidiol, Inc. since 2019 and a director of Jagged Edge Mountain Gear, Inc. since 2021. Mr. Green was a Director of TPT Strategic, Inc. from 2018-2020. He has also been a Director of Qlinks America, Inc. since 2021. He has been a director and CEO of Columbine Valley Resources, Inc. since December 2025.

~~(iii)~~No ~~all~~family ~~current~~relationships exist ~~directors~~between ~~and~~any ~~executive~~of the officers asor aDirectors ~~group,~~of ~~and~~the Company.

~~(iv) each person who is known by us to own beneficially more than 5% of our outstanding common stock.~~29

~~Except~~Table asof ~~otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.~~Contents

31CONFLICTS OF INTEREST - GENERAL.

~~Table~~Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of ~~Contents~~other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts and corporation opportunity, involved in participation with such other business entities. While our sole officer and director of our business is engaged in business activities outside of our business, he devotes to our business such time as he believes to be necessary.

Title of Class		Name and Address of Beneficial Owners (1)	Amount and Nature of Beneficial Ownership		Percent of Class (2)
	Common	Calvin D. Smiley, Sr., Chief Executive Officer, President, Acting Chief Financial Officer and Director		0		0	%
	Common	Michael A. Littman, Secretary and Director (3)		875,000		51.55	%
	Common	Redgie Green, Director		0		0	%
		All directors and officers as a group		875,000		51.55	%
		No other shareholder owns 5% or more

CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES

~~(1)~~Presently ~~12136~~no requirement ~~West~~contained ~~Bayaud~~in ~~Avenue~~our Articles of Incorporation, ~~Suite~~Bylaws, ~~300~~or minutes which requires officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, ~~Lakewood~~however, COhave ~~80228~~a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person.

~~(2)~~COMMITTEES OF ~~Based~~THE onBOARD ~~1,697,200~~OF ~~common~~DIRECTORS ~~shares issued and outstanding as of October 23, 2023.~~

~~(3)~~In ~~Through~~the ~~Michael~~ordinary course A.of ~~Littman ATTY~~business, ~~Defined~~the ~~Benefit~~board ~~Plan~~ of ~~which~~directors hemaintains isa ~~Trustee~~compensation committee and an audit committee.

AsThe primary function of the ~~date~~compensation ofcommittee ~~this~~is ~~filing~~to review and ~~since~~make ~~June~~recommendations ~~30,~~to ~~2024,~~the ~~there~~board ~~have~~of ~~been~~directors nowith ~~issuances~~respect ofto ~~any~~the ~~other~~compensation, including ~~class~~bonuses, of ~~stock,~~our ~~warrants,~~officers ~~options or~~and ~~any~~to ~~other~~administer ~~security~~the grants under our stock option plan.

~~ITEM~~The functions ~~13.~~of ~~CERTAIN~~the ~~RELATIONSHIPS~~audit ~~AND~~committee ~~RELATED~~are ~~TRANSACTIONS~~to review the scope of the audit procedures employed by our independent auditors, ~~AND~~to ~~DIRECTOR~~review ~~INDEPENDENCE~~with the independent auditors our accounting practices and policies and recommend to whom reports should be submitted, to review with the independent auditors their final audit reports, to review with our internal and independent auditors our overall accounting and financial controls, to be available to the independent auditors during the year for consultation, to approve the audit fee charged by the independent auditors, to report to the board of directors with respect to such matters and to recommend the selection of the independent auditors.

~~Our~~In the absence ~~Director,~~of ~~Mr.~~a ~~Littman~~separate audit committee our board of directors’ functions as audit committee and performs some of the same functions of an audit committee, ~~controls~~such as recommending a firm of independent certified public accountants to audit the ~~common~~annual ~~stock~~financial ~~through~~statements; reviewing ~~his~~the ~~Defined~~independent ~~Benefit~~auditor’s ~~Plan~~independence, ~~owning~~the ~~875,000~~financial ~~shares~~statements and their audit report; and reviewing management's administration of ~~common~~the ~~stock.~~system of internal accounting controls.

~~We entered into a Promissory Note~~ (~~“Note~~REMAINDER ~~1”) with Legacy Technology Holdings, Inc. for $9,000 due on demand for advances totaling~~OF ~~$9,000~~PAGE ~~made~~LEFT inBLANK November 2022. Note 1 incurred no interest unless it defaults after demand and thereafter at 12% per annum. It is unsecured. Our directors, Calvin D. Smiley, Sr. and Redgie Green are also directors of Legacy Technology Holdings, Inc. and Mr. Green is the CEO/President of Legacy Technology Holdings, Inc.INTENTIONALLY)

We also entered into a further Promissory Note (“Note 2”) in the amount of $41,110 with Michael A Littman, an affiliate of our principal shareholder, Michael A Littman Atty Defined Benefit Plan in respect of funds he had already advanced to us as further discussed in Note 6. Loan Payable – Related Party above. Note 2 is due on demand and bears no interest unless demand is made and then the default rate is 12% per annum. It is unsecured.30

~~Effective~~Table ~~February 23, 2023, Note 1 with Legacy Technology Holdings, Inc. was amended such that, commencing January 1, 2023, the Note incurred interest~~ of ~~6% per year, and was given a maturity date of August 31, 2023. Default interest at 16% accrues thereafter.~~Contents

32ITEM 11. EXECUTIVE COMPENSATION.

~~Table~~Summary of Executives ~~Contents~~and Director Compensation Table

~~ITEM~~Executive compensation ~~14.~~during ~~PRINCIPAL~~the ~~ACCOUNTANT~~years ~~FEES~~ended ~~AND~~June ~~SERVICES.~~30, 2025 and 2024 was as follows:

The following is a summary of the fees billed to the Company by its independent registered Public Accounting firm for the years ended June 30, 2024 and 2023:

NAME AND PRINCIPAL POSITION	YEAR		SALARY		BONUS		STOCK AWARDS		OPTIONS AWARDS ($)		NONQUALI-FIED DEFERRED COMPENS- ATION ($)		ALL OTHER COMP		TOTAL
Calvin D. Smiley, Sr., Chief Executive Officer, President, Acting Chief Financial Officer, and Director		2025	$	0	$	0	$	0	$	0	$	0	$	0	$	0
		2024	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Michael A. Littman, Secretary and Director		2025	$	0	$	0	$	0	$	0	$	0	$	0	$	0
		2024	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Redgie Green, Director		2025	$	0	$	0	$	0	$	0	$	0	$	0	$	0
		2024	$	0	$	0	$	0	$	0	$	0	$	0	$	0

	For The Year Ended June 30, 2024		For The Year Ended June 30, 2023
Audit fees	$	13,000	$	3,750
Audit related fees		—		—
All other fees		—		—
Tax fees		—		—
Total	$	13,000	$	3,750

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

~~Audit~~The following ~~Fees.~~table ~~Audit~~sets ~~fees~~forth ~~consist~~as of ~~fees~~June ~~for~~30, 2025 the ~~audit~~number ofand ~~our~~percentage ~~annual~~of ~~financial~~the ~~statements~~outstanding orshares ~~services~~of ~~that~~common ~~are~~stock ~~normally~~1,697,200, ~~provided~~which inaccording ~~connection~~to ~~with~~the ~~statutory~~information ~~and~~available ~~regulatory~~to ~~annual~~us, ~~and~~were ~~quarterly~~beneficially ~~filings~~owned ~~or engagements.~~by:

~~Audit-Related Fees.~~(i) ~~Audit-related~~each ~~fees~~person ~~consist~~who ofis ~~fees~~currently ~~for~~a ~~accounting~~director, ~~assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported as Audit Fees.~~

~~Tax~~(ii) ~~Fees. Tax~~each ~~fees~~executive ~~consist of fees for tax compliance services~~officer, ~~tax advice and tax planning.~~

~~All~~(iii) ~~Other Fees.~~all ~~Any~~current ~~other~~directors ~~fees~~and ~~not~~executive ~~included~~officers inas ~~Audit~~a ~~Fees~~group, ~~Audit-Related Fees, or Tax Fees.~~and

33(iv) each person who is known by us to own beneficially more than 5% of our outstanding common stock.

~~Table~~Except ofas ~~Contents~~otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.

~~PART IV~~31

~~ITEM 15.~~Table ~~EXHIBIT~~of ~~AND FINANCIAL STATEMENT SCHEDULES.~~Contents

The following exhibits are incorporated into this Form 10-K Annual Report:

Title of Class		Name and Address of Beneficial Owners (1)	Amount and Nature of Beneficial Ownership		Percent of Class (2)
	Common	Calvin D. Smiley, Sr., Chief Executive Officer, President, Acting Chief Financial Officer and Director		0		0	%

	Common	Michael A. Littman, Secretary and Director (3)		875,000		51.55	%

	Common	Redgie Green, Director		0		0	%

		All directors and officers as a group		875,000		51.55	%

		No other shareholder owns 5% or more

	Exhibit No.		Description
	2.1		Amended Agreement and Plan of Merger and Reorganization into a Holding Company Structure (1)
	2.2		Share Purchase Agreement (1)
	3(i).1		Certificate of Incorporation (1)
	3(i).2		Certificate of Amendment of Certificate of Incorporation (1)
	3(ii).3		Bylaws of Vector 21 Holdings, Inc. (1)
	4.1		Convertible Promissory Note - Michael A. Littman (1)
	4.2		Convertible Promissory Note - Legacy Technology Holdings, Inc. (1)
	31.1		Certification of Chief Executive Officer and Acting Chief Financial Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934*
	32.1		Certification of Chief Executive Officer and Acting Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
	101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. *
	101.SCH		XBRL Taxonomy Extension Schema Document *
	101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document *
	101.DEF		XBRL Taxonomy Extension Definition Linkbase Document *
	101.LAB		XBRL Taxonomy Extension Label Linkbase Document *
	101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document *
	104		Cover Page Interactive Data File (formatted as Inline XBRL and contained within Exhibit 101) *

(1)

12136 West Bayaud Avenue, Suite 300, Lakewood, CO 80228

~~_________________________________~~(2) Based on 1,697,200 common shares issued and outstanding as of June 30, 2025.

*(3) ~~Filed~~Through ~~Herewith~~Michael A. Littman ATTY, Defined Benefit Plan of which he is Trustee.

~~(1)~~As of ~~Incorporated~~the bydate ~~reference~~of ~~from the~~this ~~exhibits~~filing ~~included~~and insince ~~the~~June ~~Company’s~~30, ~~Form~~2025, ~~10-12g~~there ~~filed~~have ~~with~~been ~~the~~no ~~SEC~~issuances ~~dated~~of ~~December~~any 14other class of stock, ~~2022~~warrants, options or any other security.

ITEM 16 13. CERTAIN ~~FORM~~RELATIONSHIPS ~~10-K~~AND ~~SUMMARY~~RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

~~Not~~Our Director, ~~applicable~~Mr. Littman, controls the common stock through his Defined Benefit Plan, owning 875,000 shares of common stock.

34We entered into a Promissory Note (“Note 1”) with Legacy Technology Holdings, Inc. for $9,000 due on demand for advances totaling $9,000 made in November 2022. Note 1 incurred no interest unless it defaults after demand and thereafter at 12% per annum. It is unsecured. Our directors, Calvin D. Smiley, Sr. and Redgie Green are also directors of Legacy Technology Holdings, Inc. and Mr. Green is the CEO/President of Legacy Technology Holdings, Inc.

~~Table~~We also entered into a further Promissory Note (“Note 2”) in the amount of ~~Contents~~$41,110 with Michael A Littman, an affiliate of our principal shareholder, Michael A Littman Atty Defined Benefit Plan in respect of funds he had already advanced to us as further discussed in Note 6. Loan Payable – Related Party above. Note 2 is due on demand and bears no interest unless demand is made and then the default rate is 12% per annum. It is unsecured.

~~SIGNATURES~~Effective February 23, 2023, Note 1 with Legacy Technology Holdings, Inc. was amended such that, commencing January 1, 2023, the Note incurred interest of 6% per year, and was given a maturity date of August 31, 2023. Thereafter, initially, default interest accrued at a rate of 18% during the year ended June 30, 2024. However, effective July 1, 2024, the lender waived the increased default rate of interest and interest continued to accrue at 6% per annum.

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.32

October 2, 2024	VECTOR 21 HOLDINGS, INC.
	/s/ Calvin D. Smiley, Sr.
	Calvin D. Smiley, Sr.,
	Chief Executive Officer and Director
	(Principal Executive Officer)
	/s/ Calvin D. Smiley, Sr.
	Calvin D. Smiley, Sr., Acting Chief Financial Officer and Director (Principal Accounting Officer)

Table of Contents

~~Pursuant to~~ITEM ~~the~~14. ~~requirements~~PRINCIPAL ofACCOUNTANT ~~the~~FEES ~~Securities~~AND ~~Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated~~SERVICES.

October 2, 2024	/s/ Calvin D. Smiley, Sr.
	Calvin D. Smiley, Sr.,
	Chief Executive Officer, Acting Chief Financial Officer and Director
October 2, 2024	/s/ Michael A. Littman
	Michael A. Littman, Secretary and Director
October 2, 2024	/s/ Redgie Green
	Redgie Green, Director

The following is a summary of the fees billed to the Company by its independent registered Public Accounting firm for the years ended June 30, 2025 and 2024:

	For The Year Ended June 30, 2025		For The Year Ended June 30, 2024
Audit fees	$	4,000	$	13,000
Audit related fees		—		—
All other fees		—		—
Tax fees		—		—
Total	$	4,000	$	13,000

Audit ~~NONE 6662 1697200 1697200 0~~Fees.02 Audit fees consist of fees for the audit of our annual financial statements or services that are normally provided in 0connection with statutory and regulatory annual and quarterly filings or engagements.02 false FY 0001916879 0001916879 2023-07-01 2024-06-30 0001916879 2023-12-31 0001916879 2024-09-15 0001916879 2024-06-30 0001916879 2023-06-30 0001916879 us-gaap:RelatedPartyMember 2024-06-30 0001916879 us-gaap:RelatedPartyMember 2023-06-30 0001916879 2022-07-01 2023-06-30 0001916879 us-gaap:CommonStockMember 2022-06-30 0001916879 vhld:CommonSharesToBeIssuedMember 2022-06-30 0001916879 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001916879 us-gaap:RetainedEarningsMember 2022-06-30 0001916879 2022-06-30 0001916879 us-gaap:CommonStockMember 2022-07-01 2023-06-30 0001916879 vhld:CommonSharesToBeIssuedMember 2022-07-01 2023-06-30 0001916879 us-gaap:AdditionalPaidInCapitalMember 2022-07-01 2023-06-30 0001916879 us-gaap:RetainedEarningsMember 2022-07-01 2023-06-30 0001916879 us-gaap:CommonStockMember 2023-06-30 0001916879 vhld:CommonSharesToBeIssuedMember 2023-06-30 0001916879 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0001916879 us-gaap:RetainedEarningsMember 2023-06-30 0001916879 us-gaap:CommonStockMember 2023-07-01 2024-06-30 0001916879 vhld:CommonSharesToBeIssuedMember 2023-07-01 2024-06-30 0001916879 us-gaap:AdditionalPaidInCapitalMember 2023-07-01 2024-06-30 0001916879 us-gaap:RetainedEarningsMember 2023-07-01 2024-06-30 0001916879 us-gaap:CommonStockMember 2024-06-30 0001916879 vhld:CommonSharesToBeIssuedMember 2024-06-30 0001916879 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001916879 us-gaap:RetainedEarningsMember 2024-06-30 0001916879 2021-06-28 2021-06-28 0001916879 2021-06-28 0001916879 vhld:RelatedPartyTransactionsMember 2024-06-30 0001916879 us-gaap:RelatedPartyMember 2024-06-30 0001916879 us-gaap:RelatedPartyMember 2023-06-30 0001916879 2022-12-31 2022-12-31 0001916879 vhld:PromissoryNoteMember vhld:LegacyTechnologyHoldingsIncMember 2022-11-30 0001916879 vhld:LegacyTechnologyHoldingsIncMember 2022-11-30 0001916879 vhld:PromissoryNoteMember vhld:LegacyTechnologyHoldingsIncMember 2024-06-30 0001916879 vhld:MichaelALittmanMember 2024-06-30 0001916879 vhld:PromissoryNoteMember 2024-06-30 0001916879 vhld:PromissoryNoteMember 2023-02-23 0001916879 vhld:PromissoryNoteMember 2023-02-23 2023-02-23 0001916879 2024-04-01 2024-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

Audit-Related Fees. Audit-related fees consist of fees for accounting, assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported as Audit Fees.

Tax Fees. Tax fees consist of fees for tax compliance services, tax advice and tax planning.

All Other Fees. Any other fees not included in Audit Fees, Audit-Related Fees, or Tax Fees.

Table of Contents

PART IV

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

The following exhibits are incorporated by reference into this Form 10-K Annual Report:

	Exhibit No.		Description
	2.1		Amended Agreement and Plan of Merger and Reorganization into a Holding Company Structure (1)
	2.2		Share Purchase Agreement (1)
	3(i).1		Certificate of Incorporation (1)
	3(i).2		Certificate of Amendment of Certificate of Incorporation (1)
	3(ii).3		Bylaws of Vector 21 Holdings, Inc. (1)
	4.1		Convertible Promissory Note - Michael A. Littman (1)
	4.2		Convertible Promissory Note - Legacy Technology Holdings, Inc. (1)
	23		Auditors Consent *

	31.1		Certification of Chief Executive Officer and Acting Chief Financial Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934*
	32.1		Certification of Chief Executive Officer and Acting Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
	101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. *
	101.SCH		XBRL Taxonomy Extension Schema Document *
	101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document *
	101.DEF		XBRL Taxonomy Extension Definition Linkbase Document *
	101.LAB		XBRL Taxonomy Extension Label Linkbase Document *
	101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document *
	104		Cover Page Interactive Data File (formatted as Inline XBRL and contained within Exhibit 101) *

_________________________________

* Filed Herewith

(1) Incorporated by reference from the exhibits included in the Company’s Form 10-12g filed with the SEC dated December 14, 2022.

ITEM 16. FORM 10-K SUMMARY

Not applicable.

Table of Contents

SIGNATURES

March 24, 2026	VECTOR 21 HOLDINGS, INC.

	/s/ Calvin D. Smiley, Sr.
	Calvin D. Smiley, Sr.,
	Chief Executive Officer and Director
	(Principal Executive Officer)


	/s/ Calvin D. Smiley, Sr.
	Calvin D. Smiley, Sr., Acting Chief Financial Officer and Director (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

March 24, 2026	/s/ Calvin D. Smiley, Sr.
	Calvin D. Smiley, Sr.,
	Chief Executive Officer, Acting Chief Financial Officer and Director

March 24, 2026	/s/ Michael A. Littman
	Michael A. Littman, Secretary and Director

March 24, 2026	/s/ Redgie Green
	Redgie Green, Director

Filing Compare · VECTOR 21 HOLDINGS, INC.