UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 10-Q

___________________________________________

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

For the Quarterly Period Ended ~~March~~June 3130, 2025

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

Commission File Number 000-52375

Kingfish Holding Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware		20-4838580
(State or Other Jurisdiction ofIncorporation or Organization)		(IRS Employer(Identification No.)
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer (Identification No.)
822 62nd Street Circle East, Suite 105Bradenton, Florida		34208
822 62nd Street Circle East, Suite 105
Bradenton, Florida		34208
(Address of Principal Executive Offices)		(Zip Code)

(941) 487-3653

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting, or an emerging growth company. See definition 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of ~~May~~August 108, 2025, the number of issued and outstanding common shares of the registrant was 837,962.

KINGFISH HOLDING CORPORATION

TABLE OF CONTENTS

Item Number in Form 10‑Q		Page
Item Number inForm 10‑Q		Page
PART I – Financial Information
Item 1.	Financial Statements	3
	Consolidated Balance Sheets – March 31, 2025 (Unaudited) and September 30, 2024	3
	Consolidated Balance Sheets – June 30, 2025 (Unaudited) and September 30, 2024	3
	Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended March 31, 2025 and 2024	4
	Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended June 30, 2025 and 2024	4
	Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) for the Three and Six Months Ended March 31, 2025 and 2024	5
	Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) for the Three and Nine Months Ended June 30, 2025 and 2024	5
	Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended March 31, 2025 and 2024	6
	Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended June 30, 2025 and 2024	6
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	3132
PART II – Other Information
Item 1.	Legal Proceedings	3233
Item 1A.	Risk Factors	3233
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3233
Item 3	Defaults on ~~Senior~~ Securities	3233
Item 4.	Mine Safety Disclosures	3233
Item 5.	Other Information	3233
Item 6.	Exhibits	3335
Signatures		3436

Table of Contents

PART I - FINANCIAL INFORMATION

KINGFISH HOLDING CORPORATION

CONSOLIDATED BALANCE SHEETS

ITEM 1. FINANCIAL STATEMENTS

KINGFISH HOLDING CORPORATION
	June 30, 2025		September 30, 2024
CONSOLIDATED BALANCE SHEETS
	March 31, 2025		September 30, 2024
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	~~863~~982,~~875~~788	$	425,706
Accounts receivable, net		88153,~~240~~981		73,543
Deferred income tax asset		68,462		120,474
Inventory, net		108,322		195,977
Inventory, net		187,616		195,977
Deferred income tax asset		41,648		120,474
Total current assets		1,~~208~~286,~~193~~739		815,700
Due from related party		1,009,580		1,009,580
Right of use asset, net		~~425~~312,~~716~~680		645,139
Property and equipment, net		3735,~~507~~574		41,589
Other assets		960		960
Total assets	$	2,~~681~~645,~~956~~533	$	2,512,968
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	3231,~~571~~415	$	126,212
Accrued interest payable		~~271~~289,~~806~~490		321,137
Related party loans, current		1,377,171		-
Convertible notes payable to related party		-		90,000
Taxes payable		~~155~~166,~~308~~569		64,444
Lease liability - current		~~425~~312,~~716~~680		447,771
Total current liabilities		2,~~262~~177,~~572~~325		1,049,564
Long term liabilities:
Related party loans		-		1,377,671
Lease liability		-		197,368
Total liabilities		2,~~262~~177,~~572~~325		2,624,603
Commitments and contingencies (Note 12)
Stockholders' equity (deficit):
Preferred stock, par $0.0001, 2,000,000 shares authorized, 0 shares issued and outstanding		-		-
Preferred stock, par $0.0001, 20,000,000 shares authorized, 0 shares issued and outstanding		-		-
Common stock, par $0.0001, 20,000,000 shares authorized, 837,962 shares issued and outstanding		84		84
Common stock, par $0.0001, 200,000,000 shares authorized, 837,962 shares issued and outstanding		84		84
Paid-in capital		-		-
Retained earnings (accumulated deficit)		~~419~~468,~~300~~124		(111,719	)
Total stockholders' equity (deficit)		~~419~~468,~~384~~208		(111,635	)
Total liabilities and stockholders' equity (deficit)	$	2,~~681~~645,~~956~~533	$	2,512,968

~~See~~The accompanying notes toare ~~unaudited~~an integral part of the consolidated financial statements

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KINGFISH HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
	For the three months ended						For the six months ended
	March 31,						March 31,
	2025			2024			2025			2024
Revenues:
Sales	$	1,446,847		$	879,825		$	2,983,478		$	1,702,404
Cost of goods sold		644,351			496,386			1,631,563			1,025,482
Gross profit		802,496			383,439			1,351,915			676,922
Expenses:
Operating expenses:
Professional fees		107,433			96,269			207,114			128,019
Rent expense		120,000			120,000			240,000			240,000
General and administrative		20,141			20,133			71,545			55,334
Payroll expense		112,535			104,891			203,548			200,947
Total operating expenses		360,109			341,293			722,207			624,300
Income from operations		442,387			42,146			629,708			52,622
Other income (expense):
Interest income		-			2,992			-			5,984
Interest expense		(18,000	)		(19,072	)		(36,672	)		(38,145	)
Gain on extinguishment of accounts payable		-			-			95,150			-
Total other income (expense)		(18,000	)		(16,080	)		58,478			(32,161	)
Net income before income taxes		424,387			26,066			688,186			20,461
Provision for income taxes		91,349			6,503			157,167			5,104
Net income	$	333,038		$	19,563		$	531,019		$	15,357
Basic and diluted earnings per share on net income
Basic	$	0.40		$	0.03		$	0.63		$	0.03
Diluted	$	0.40		$	0.03		$	0.63		$	0.03
Weighted average shares outstanding
Basic		837,962			600,000			837,962			600,000
Diluted		838,152			600,180			838,152			600,180

KINGFISH HOLDING CORPORATION

~~See~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF ~~to unaudited consolidated financial statements~~ OPERATIONS

UNAUDITED

	For the three months ended						For the nine months ended
	June 30,						June 30,
	2025			2024			2025			2024

Revenues:
Sales	$	1,034,226		$	950,039		$	4,017,704		$	2,652,443
Cost of goods sold		575,769			547,067			2,207,332			1,573,532

Gross profit		458,457			402,972			1,810,372			1,078,911

Expenses:
Operating expenses:
Professional fees		50,309			161,125			257,423			289,144
Rent expense		120,000			120,000			360,000			360,000
General and administrative		91,051			132,021			162,596			181,371
Payroll expense		94,372			92,120			297,920			293,067
Total operating expenses		355,732			505,266			1,077,939			1,123,582

Income (loss) from operations		102,725			(102,294	)		732,433			(44,671	)

Other income (expense):
Interest expense		(17,684	)		(14,566	)		(54,356	)		(57,386	)
Loss on sale of asset		-			(4,867	)		-			(4,867	)
Gain on extinguishment of accounts payable		-			-			95,150			-
Total other income (expense)		(17,684	)		(19,433	)		40,794			(62,253	)

Net income (loss) before income taxes		85,041			(121,727	)		773,227			(106,924	)

Provision for income taxes		36,217			(36,108	)		193,384			(36,108	)

Net income (loss)	$	48,824		$	(85,619	)	$	579,843		$	(70,816	)

Basic and diluted earnings per share on net income (loss)
Basic	$	0.06		$	(0.14	)	$	0.69		$	(0.09	)
Diluted	$	0.06		$	(0.14	)	$	0.69		$	(0.09	)

Weighted average shares outstanding
Basic		837,972			600,000			837,972			792,029
Diluted		838,152			600,180			838,152			792,209

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

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KINGFISH HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024
UNAUDITED
	Common Stock						RetainedEarnings
			Par		Paid In		(Accumulated
	Shares		$0.0001		Capital		Deficit)			Total
Balance - September 30, 2024		837,962	$	84	$	-	$	(111,719	)	$	(111,635	)
Net income		-		-		-		197,981			197,981
Balance - December 31, 2024		837,962		84		-		86,262			86,346
Net income		-		-		-		333,038			333,038
Balance - March 31, 2025		837,962	$	84	$	-	$	419,300		$	419,384

KINGFISH HOLDING CORPORATION

	Common Stock
			Par		Paid In		Retained
	Shares		$0.0001		Capital		Earnings			Total
Balance - September 30, 2023		600,000	$	60	$	-	$	790,387		$	790,447
Net loss		-		-		-		(4,206	)		(4,206	)
Balance - December 31, 2023		600,000		60		-		786,181			786,241
Net income		-		-		-		19,563			19,563
Balance - March 31, 2024		600,000	$	60	$	-	$	805,744		$	805,804

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

~~See~~FOR ~~accompanying~~THE ~~notes~~THREE toAND ~~unaudited~~NINE ~~consolidated~~MONTHS ~~financial~~ENDED ~~statements~~JUNE 30, 2025 AND 2024

UNAUDITED

	Common Stock						Retained Earnings
			Par		Paid In		(Accumulated
	Shares		$0.0001		Capital		Deficit)			Total
Balance - September 30, 2024		837,962	$	84	$	-	$	(111,719	)	$	(111,635	)

Net income		-		-		-		197,981			197,981

Balance - December 31, 2024		837,962		84		-		86,262			86,346

Net income		-		-		-		333,038			333,038

Balance - March 31, 2025		837,962		84		-		419,300			419,384

Net income		-		-		-		48,824			48,824

Balance – June 30, 2025		837,962	$	84	$	-	$	468,124		$	468,208

	Common Stock
			Par		Paid In		Retained
	Shares		$0.0001		Capital		Earnings			Total
Balance - September 30, 2023 (retroactively restated to effect recapitalization)		600,000	$	60	$	-	$	787,495		$	787,555

Net loss		-		-		-		(10,280	)		(10,280	)

Balance - December 31, 2023		600,000		60		-		777,215			777,275

Net income		-		-		-		25,083			25,083

Balance - March 31, 2024		600,000		60		-		802,298			802,358

Effects of recapitalization		237,972		24		-		(876,043	)		(876,019	)

Net loss		-		-		-		(85,619	)		(85,619	)

Balance – June 30, 2024		837,972	$	84	$	-	$	(159,364	)	$	(159,280	)

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

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KINGFISH HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
	For the six months ended
	March 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	531,019		$	15,357
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation expense		4,082			4,867
Gain on extinguishment of accounts payable		(95,150	)		-
Changes in operating assets and liabilities:
Accounts receivable		(14,697	)		(23,566	)
Deferred income tax asset		52,012			113,244
Inventory		8,360			60,100
Accounts payable		1,511			18,940
Accrued interest payable		(49,331	)		(184,675	)
Taxes payable		90,863			(112,415	)
Net change in operating activities		528,669			(108,148	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in investing activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of convertible notes payable to related party		(90,000	)		-
Advances from related party line of credit		200,000
Repayment of related party line of credit		(200,000	)
Related party loans, net		(500	)		(94,903	)
Net change in financing activities		(90,500	)		(94,903	)
Net Increase (Decrease) in Cash		438,169			(203,051	)
Cash and cash equivalents - Beginning of the Period		425,706			821,770
Cash and cash equivalents - End of the Period	$	863,875		$	618,719
Supplemental Disclosures of Cash Flows
Cash paid for Interest	$	86,003		$	225,712
Cash paid for income taxes	$	-		$	-

KINGFISH HOLDING CORPORATION

~~See~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF toCASH ~~unaudited consolidated financial statements~~FLOWS

UNAUDITED

	For the nine months ended
	June 30,
	2025			2024

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	579,843		$	(70,816	)
Adjustment to reconcile net income (loss) to net cash provided by operating activities:
Depreciation expense		6,015			7,538
Gain on extinguishment of accounts payable		(95,150	)		-
Changes in operating assets and liabilities:
Accounts receivable		(80,438	)		(74,195	)
Inventory		87,655			72,948
Deferred income tax asset		78,826			(26,520	)
Accounts payable		1,511			112,392
Accrued interest payable		(32,805	)		(136,228	)
Taxes payable		102,125			(62,662	)
Net change in operating activities		647,582			(177,543	)

CASH FLOWS FROM INVESTING ACTIVITIES
Business acquisition		-			(586,019	)
Net change in investing activities		-			(586,019	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of convertible notes payable to related party		(90,000	)
Related party loans, net		(500	)		362,970
Net change in financing activities		(90,500	)		362,970

Net Increase (Decrease) in Cash		557,082			(400,592	)

Cash - Beginning of the Period		425,706			821,770

Cash - End of the Period	$	982,788		$	421,178

Supplemental Disclosures of Cash Flows
Cash paid for Interest	$	86,003		$	252,712
Cash paid for income taxes	$	-		$	62,662

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

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KINGFISH HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2025

Unaudited

1. Business:

Our Business:

Kingfish Holding Corporation (the “Company”) was incorporated in the State of Delaware on April 11, 2006 as Offline Consulting, Inc. It became Kesselring Holding Corporation on June 8, 2007 and on November 25, 2014 it changed its name to Kingfish Holding Corporation.

The primary business of the Company is to serve the recycling needs of the south Tampa Bay region. The Company built a recycling center on 10 plus acres in the southern area of the county to service customers of Manatee and Sarasota Counties. The Company purchases and containerizes both ferrous and non-ferrous materials for resale to a variety of off-take partners in more than 60 product categories. Customers are both residential and commercial in nature.

As disclosed in the Company’s previous filings, on April 19, 2024 (the “Closing Date”), the Company and Renovo Resource Solutions, Inc., a Florida corporation (“Renovo”), consummated a merger transaction pursuant to which Renovo was merged with and into the Company (the “Merger”), with the Company being the legal successor or surviving corporation in the Merger (the “Closing”). As a condition to the Merger, on April 18, 2024, the Company effected a reverse stock split at a ratio of one-for-five hundred, meaning that each 500 shares of the Company’s common stock (“Common Stock”) were converted into one share of the Common Stock. Subsequently, on the Closing Date, Kingfish and Renovo consummated the Merger and the transactions contemplated thereby, including the issuance of 600,000 shares of Common Stock (the “Merger Shares”) to the owners of Renovo (the “Renovo Owners”).

2. Summary of Significant Accounting Policies:

Basis of presentation and consolidation:

The accompanying unaudited consolidated financial statements, which include the presentation and accounts of the Company and Renovo have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the three and ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024. The unaudited consolidated financial statements have been prepared using the accrual basis of accounting in accordance with GAAP and presented in US dollars. They should be read in conjunction with the annual consolidated financial statements reported in the latest Form 10-K filed for the year ended September 30, 2024. The results of operations of any interim period are not necessarily indicative of the results for the full year. The fiscal year end is September 30.

The unaudited consolidated financial statements include the accounts of Kingfish and Renovo. Renovo is a wholly owned subsidiary of Kingfish. All significant intercompany balances and transactions have been eliminated.

Use of estimates:

The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

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Cash:

Cash is maintained at a financial institution and, at times, the balance may exceed federally insured limits. The Company has never experienced any losses related to the balance. Currently, the FDIC provides insurance coverage up to $250,000 per depositor at each financial institution. The amount in excess of FDIC limits at ~~March~~ 31June 30, 2025 and September 30, 2024 was $~~426~~424,~~839~~850 and $65,630, respectively.

For purposes of the unaudited consolidated statements of cash flows, the Company considers all highly-liquid investments with a maturity of three months or less when purchased to be cash.

Inventories:

Inventories are stated at the lower of cost or net realizable value. Cost, which includes raw materials is determined on a first-in, first-out basis. On a monthly basis, the Company analyzes its inventory levels and reserve for inventory that is expected to expire prior to being sold, inventory that has a cost basis in excess of its expected net realizable value, inventory in excess of expected net realizable value, inventory in excess of expected sales requirements, or inventory that fails to meet commercial sale specifications. Expired inventory is disposed of and the related costs are written off to inventory obsolescence. As of ~~March~~June 3130, 2025 and December 31, 2024, the balance of inventory was $~~187~~108,~~616~~322 and $195,977, respectively. As of June 30, 2025 and December 31, 2024, there was no inventory reserve.

Accounts Receivable and Credit Losses

Accounts receivable is stated at net realizable value. The Company estimates and records a provision for expected credit losses related to its consolidated financial instruments, including its trade receivables. The Company considers historical collection rates, the current financial status of its customers, macroeconomic factors, and other industry-specific factors when evaluating for current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, the Company believes that the carrying value, net of expected losses, approximates fair value and therefore, the Company relies more on historical and current analysis of such financial instruments, including its trade receivables.

Further, the Company considers macroeconomic factors and the status of the technology industry to estimate if there are current expected credit losses within its trade receivables based on the trends and its expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default. As of June 30, 2025 and December 31, 2024, there was no allowance.

Property and equipment, net:

Property and equipment are stated at cost at the date of purchase less accumulated depreciation. Depreciation is calculated using the accelerated methods over the lesser of the estimated useful lives of the assets or the lease term. The useful lives range from three to seven years. The Company’s policy is to capitalize renewals and betterments acquired for greater than $500 and expense normal repairs and maintenance as incurred. The Company’s management periodically evaluates whether events or circumstances have occurred indicating that the carrying amount of long-lived assets may not be recovered.

Convertible Debentures

The Company adheres to the guidance in Accounting Standards Updated (“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 simplifies an issuer’s accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity. Additionally, ASU 2020-06 removes the requirements for accounting for beneficial conversion features.

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Fair Value of Financial Instruments:

The carrying amounts of cash and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. Management does not hold or issue financial instruments for trading purposes, nor does the Company utilize derivative instruments in the management of the Company’s foreign exchange, commodity price or interest rate market risks.

The Financial Accounting Standards Board (“FASB”) Codification clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

	Level 1:	Quoted prices in active markets for identical assets or liabilities

	Level 2:	Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability

	Level 3:	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Revenue Recognition:

The Company recognizes revenues in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” and all related interpretations for recognition of its revenue from services. Revenue is recognized when the following criteria are met:

	·	identification of the contract, or contracts, with the customer;

	·	identification of the performance obligations in the contract;

	·	determination of the transaction price;

	·	allocation of the transaction price to the performance obligations in the contract; and

	·	recognition of revenue when, or as, the Company satisfies the performance obligation.

The Company primarily generates revenue by purchasing scrap metal from businesses and retail customers, processing it, and selling the ferrous and non-ferrous metals to clients.

The Company realizes revenue upon the fulfillment of its performance obligations to customers. The performance obligation is fulfilled when the product is shipped or picked up by the customer.

Cost of Goods Sold:

Cost of goods sold is primarily comprised of direct costs of purchasing materials from customers, including hauling, freight and fuel.

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Leases:

The Company accounts for leases in accordance with ASC 842, “Leases.”

Operating leases right-of use (“ROU”) assets represents the right to use the leased assets for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented on the unaudited consolidated statements of operations.

Income Taxes:

Deferred taxes are provided on the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Future tax benefits for net operating loss carry forwards are recognized to the extent that realization of these benefits is considered more likely than not. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10). A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are no unrecognized benefits for all periods presented. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefit in interest expense and penalties in operating expenses.

Net income per share:

Basic income per share is computed by dividing net income available to common stockholders by the weighted average number of outstanding common shares during the period of computation. Diluted loss per share gives effect to potentially dilutive common shares outstanding. The Company gives effect to these dilutive securities using the If-Converted Method. Potentially dilutive securities include convertible financial instruments.

At ~~March~~June 3130, 2025 and 2024, convertible notes payable to related party of $90,000 can potentially convert into 180 shares of Common Stock. For the three and ~~six~~nine months ended ~~March~~June 3130, 2025 ~~and 2024~~, the Company had net income. As such, the shares have been included in the diluted net income per share for the three and ~~six~~nine months ended ~~March~~June 3130, 2025. For the three and nine months ended June 30, 2024, the Company had a net loss. As a result, these shares have been excluded from the diluted net loss per share calculations for the three and nine months ended June 30, 2024 because the effect of including them would be anti-dilutive.

Segment Reporting:

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, enhancing segment expense transparency. The Company has adopted this standard in the current fiscal year. The Company has determined that its has one reportable segment, which includes acquiring salvage and reselling scrap metals processed and unprocessed ferrous and nonferrous metals from a variety of sources including, manufacturing and industrial plants, metal fabrication plants, electric utilities, machine shops, factories, refineries, demolition businesses, wrecking companies, contractors, and retail individuals. The single segment was identified based on how the Chief Operating Decision Maker, who they have determined to be its Chief Executive Officer, manages and evaluates performance and allocates resources.

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Going Concern:

~~These~~Management ~~unaudited~~has ~~consolidated~~evaluated ~~financial~~the ~~statements~~Company’s ~~have~~ability ~~been~~to ~~prepared~~continue onas a going concern ~~basis, which assumes the Company will be able to realize its assets and discharge its liabilities~~ in ~~the~~accordance ~~normal~~with ~~course~~ASC ~~of business for the foreseeable future~~205-40. ~~The~~In ~~principal~~prior ~~conditions~~periods, orsubstantial ~~events that raised~~ doubt ~~about~~existed regarding the Company'’s ability to ~~continue~~meet asits aobligations ~~going~~due ~~concern~~to isrecurring ~~negative~~losses ~~working capital~~ and ~~prior~~negative ~~period~~operating ~~net~~cash ~~loss~~flows. InHowever, for the ~~current~~three ~~period~~and nine months ended June 30, 2025, the Company ~~had~~generated net income, ~~net~~of ~~income~~$48,824 ~~from~~and ~~operations~~$579,843, respectively and positive cash flows from operations. ~~Based on evaluation~~ of ~~the conditions above~~$647,582. ~~and~~These ~~mitigating~~results ~~factors,~~reflect ~~management~~improved ~~has~~operating ~~determined~~performance ~~the~~and ~~risk~~strengthened ~~of going concern to be alleviated~~liquidity.

Based on this assessment, management has concluded that substantial doubt about the Company’s ability to continue as a going concern has been alleviated. Accordingly, the financial statements have been prepared on a going concern basis.

3. Reverse Merger and Reverse Recapitalization

Merger – Renovo Resource Solutions, Inc.:

On April 19, 2024, Kingfish completed the Merger with Renovo. On the Closing Date, the parties consummated the Merger whereby Renovo was merged with and into Kingfish with Kingfish as the surviving legal entity.

Pursuant to the merger, each share of Renovo’s stock issued and outstanding immediately prior to the Effective Time, subject to and upon the terms and conditions set forth in the Merger Agreement, was cancelled and extinguished and were collectively converted automatically into 600,000 shares of Common Stock. As a result of the merger, on the effective date of April 19, 2024, the Renovo Owners owned 71.6% of Kingfish’s issued and outstanding Common Stock immediately upon Closing without taking into account any shares of Common Stock held by the Renovo Owners prior to the Merger.

The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as entities under common control. In ASC 805, control has the same meaning as controlling financial interest. A “controlling financial interest” is generally defined as ownership of a majority voting interest by one entity, directly or indirectly, of more than 50% of the outstanding voting shares of another entity. It was determined that James K. Toomey had a controlling interest in both Kingfish and Renovo. As a result the transaction has been accounted for as a reverse recapitalization with Renovo as the accounting acquirer and Kingfish as the accounting acquiree. The financial reporting will reflect the accounting from the perspective of Renovo, except for the legal capital, which have been retroactively adjusted to reflect the capital of Kingfish in accordance with ASC 805-40-45-1. The cost of the acquisition, which represents the consideration transferred to Kingfish’s stockholders in the Merger, was calculated based on the fair value of common stock of the combined company that Kingfish stockholders own as of the closing of the Merger on April 19, 2024.

The merger transaction is considered to be a capital transaction of the legal acquiree and is equivalent to the issuance of shares by the private entity for the net monetary assets of the public shell corporation accompanied by a recapitalization.

The number of shares of Common Stock issued immediately following the consummation of the Reverse Recapitalization were as follows:

	Number of
	shares
Common Stock outstanding at April 19, 2024 prior to Merger		237,962
Common stock issuable to Renovo Owners		600,000
Total shares of Common Stock as of close of Reverse Recapitalization		837,962

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Pro Forma Disclosures

The following unaudited pro forma financial results reflects the historical operating results of the Company, including the unaudited pro forma results of Renovo for the three and ~~six~~nine months ended ~~March~~June 3130, 2024, respectively, as if the Merger had occurred as of October 1, 2023. The pro forma financial information set forth below reflects adjustments to the historical data of the Company to give effect to the Merger and the related equity issuances as if each had occurred on October 1, 2023. The pro forma information presented below does not purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations. The following tables summarize on an unaudited pro forma basis the Company’s results of operations for the three and ~~six~~nine months ended ~~March~~June 3130, 2024:

	For the six months ended			For the three months ended
	For the nine months ended			For the three months ended
	March 31,			March 31,
	June 30,			June 30,
	2024			2024
Net revenue	$	12,~~702~~652,~~404~~443		$	~~879~~950,~~825~~039
Net loss	$	(82168,~~562~~735	)	$	(1585,~~373~~619	)
Net loss per share- basic	$	(0.1421	)	$	(0.10	)
Weighted average number of shares of common stock outstanding- basic		~~600~~792,~~000~~029			600,000
Net loss per share- diluted	$	(0.1421	)	$	(0.0327	)
Weighted average number of shares of common stock outstanding- diluted		~~600~~792,~~180~~209			600,180

The calculations of pro forma net revenue and pro forma net loss give effect to the Merger for the period from October 1, 2023 until the respective closing dates for (i) the historical net revenue and net loss, as applicable, of the acquired businesses, (ii) incremental depreciation and amortization for each business combination based on the fair value of property, equipment and identifiable intangible assets acquired and the related estimated useful lives, and (iii) recognition of accretion of discounts on obligations with extended payment terms that were assumed in the business combinations.

4. Operating Lease Right-of-Use Asset and Operating Lease Liability

In connection with the closing on the merger (See “Note 3”), the Company entered into a lease agreement with 6 LLC, a Florida limited liability company (“6 LLC”) on April 19, 2024. Under the terms of the Lease the Company is leasing the buildings and property (“Property”) on which the Company conducts its operations from 6 LLC for annual rent of $480,000 paid in twelve (12) monthly payments of $40,000, which is inclusive of electrical, water, sewer, and other utilities. The Lease has an initial term of two years, and may be extended for a period of up to five (5) additional years by the Company. The terms of the Lease include customary terms regarding alterations to the Property, maintenance by 6 LLC, insurance, and indemnification and generally reflect terms that would be typically negotiated in an at arm’s-length transaction with modifications to the termination provisions of the Lease to limit 6 LLC’s ability to terminate the Lease in light of the Purchase Option Agreement. Further, the Lease limits 6 LLC’s ability to assign the Lease, while preserving the right of the Company to assign the Lease under certain circumstances.

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Operating lease right-of-use asset and liability are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is the incremental borrowing rate, estimated to be 8%, as the interest rate implicit in most of the Company’s leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. Since the common area maintenance expenses are expenses that do not depend on an index or rate, they are excluded from the measurement of the lease liability and recognized in general and administrative expenses on the unaudited consolidated statements of operations. During the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $~~240~~360,000 in rent expense, respectively, related to this lease. During the three months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $120,000 in rent expense, respectively, related to this lease.

Right-of-use asset is summarized below:

	March 31,2025			September 30,2024
	June 30,2025			September 30,2024
Office lease	$	890,318		$	890,318
Less: accumulated amortization		(~~464~~577,~~602~~638	)		(245,179	)
Right-of-use asset, net	$	~~425~~312,~~716~~680		$	645,139

Operating lease liability is summarized below:

	March 31,2025			September 30,2024
	June 30,2025			September 30,2024
Office lease	$	~~425~~312,~~716~~680		$	645,139
Less: current portion		(~~425~~312,~~716~~680	)		(447,771	)
Long term portion	$	-		$	197,368

Maturity of the lease liability is as follows:

	Total
Year ending September 30, 2025	$	~~240~~120,000
Year ending September 30, 2026		200,000
Total future minimum lease payments		~~440~~320,000
Less: imputed interest		(147,~~284~~320	)
Present value of payments	$	~~425~~312,~~716~~680

5. Receivables and Loans from Related Parties:

The Company has paid operational expenses and debt on behalf of 6 LLC, a related party who holds the real estate on which the business operates. As of ~~March~~June 3130, 2025 and September 30, 2024, the total paid on behalf of 6 LLC and payable to the Company is $1,009,580. These advances bear no interest, are uncollateralized and have no specific due date.

The above transactions and amounts are not necessarily what third parties would have agreed to.

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6. Property and Equipment:

Property and equipment consisted of the following at ~~March~~June 3130, 2025 and September 30, 2024:

	March 31,2025			September 30,2024
	June 30,2025			September 30,2024
Leasehold improvements	$	7,826		$	7,826
Software		19,~~637~~744			19,637
Furniture and equipment		675,614			675,614
		703,077			703,077
		703,184			703,077
Less: Accumulated depreciation		(~~665~~667,~~570~~610	)		(661,488	)
Total	$	3735,~~507~~574		$	41,589

During the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $46,~~082~~015 and $7,538 of depreciation expense, respectively. During the three months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $2,040 and $3,456 of depreciation expense, respectively. Depreciation expense is recorded in general and administrative expenses in the unaudited consolidated ~~statement~~statements of operations.

7. Related Party Loans:

Related party loans (the “Related Party Loans”) consisted of the following at ~~March~~June 3130, 2025 and September 30, 2024:

	March 31,2025		September 30,2024
	June 30,2025		September 30,2024
Passing Through, LLC	$	581,249	$	581,249
Conch and Shell Holdings, Inc.		247,775		248,275
J. Toomey and L. Toomey		333,147		333,147
K. Toomey		35,000		35,000
J. Toomey		180,000		180,000
Total	$	1,377,171	$	1,377,671
Total current	$	1,377,171		-
Total long term	$	-	$	1,377,671

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The Company entered into a note with Passing Through, LLC, for $600,000 effective July 1, 2016. The note bears interest, commencing on the date of the loan, at an initial rate of 5% per annum. The maturity date of the note will accelerate and be due and payable immediately upon any change of control, merger, or other business combination (as defined in the note). If the maturity date is extended for any reason whatsoever (including in connection with an acceleration event), the note will bear interest at a rate of 5% per annum, commencing on the date of any such extension. On October 28, 2022, the note was modified and the maturity date was extended to December 31, 2023. On December 31, 2023, the note was extended to ~~March~~June 3130, 2025. On ~~March~~June 3130, 2025, the note was extended to December 31, 2025. During the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $1421,~~491~~737 and $1421,~~571~~817 in interest expense, respectively. During the three months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $7,~~166~~246 and $75,~~246~~733 in interest expense, respectively. As of ~~March~~June 3130, 2025 and September 30, 2024, the balance of accrued interest was $~~268~~275,~~249~~495 and $253,760, respectively.

The Company entered into a note with Conch And Shell Holdings, Inc, for $250,000 effective November 20, 2018. The note bears interest, commencing on the date of the loan, at an initial rate of 8% per annum. The maturity date of the note will accelerate and be due and payable immediately upon any change of control, merger, or other business combination (as defined in the note). If the maturity date is extended for any reason whatsoever (including in connection with an acceleration event), the note will bear interest at a rate of 8% per annum, commencing on the date of any such extension. On October 28, 2022, the note was modified and the maturity date was extended to December 31, 2023. Interest as of December 31, 2023 in the amount of $121,666 was paid during December 2023. On December 31, 2023, the note was extended to ~~March~~June 3130, 2025. On ~~March~~June 3130, 2025, the note was extended to December 31, 2025. During the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $914,~~904~~856 and $914,~~958~~910 in interest expense, respectively. During the three months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $4,~~897~~952 and $43,~~952~~918 in interest expense, respectively. ~~During~~On ~~the three months ended~~ March 313, 2025, the Company repaid $23,120 in accrued interest. As of ~~March~~June 3130, 2025 and September 30, 2024, the balance of accrued interest was $16,~~687~~639 and $14,903, respectively.

The Company entered into a note with James K. and Lori M. Toomey, directors, for $365,000 effective November 18, 2018. The note bears interest, commencing on the date of the loan, at an initial rate of 5% per annum. The maturity date of the note will accelerate and be due and payable immediately upon any change of control, merger, or other business combination (as defined in the note). If the maturity date is extended for any reason whatsoever (including in connection with an acceleration event), the note will bear interest at a rate of 5% per annum, commencing on the date of any such extension. On October 28, 2022, the note was modified and the maturity date was extended to December 31, 2023. Interest as of December 31, 2023 in the amount of $103,045 was paid during December 2023. On December 31, 2023, the note was extended to ~~March~~June 3130, 2025. On ~~March~~June 3130, 2025, the note was extended to December 31, 2025. During the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $812,~~306~~459 and $812,~~351~~504, in interest expense, respectively. During the three months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $4,~~107~~243 and $43,~~153~~286, in interest expense, respectively. ~~During~~On ~~the three months ended~~ March 313, 2025, the Company repaid $19,516 in accrued interest. As of ~~March~~June 3130, 2025 and September 30, 2024, the balance of accrued interest was $15,~~414~~568 and $12,624, respectively.

The Company entered into a note with K. Toomey, directors, for $35,000 effective November 18, 2018. The note bears interest, commencing on the date of the loan, at an initial rate of 5% per annum. The maturity date of the note will accelerate and be due and payable immediately upon any change of control, merger, or other business combination (as defined in the note). If the maturity date is extended for any reason whatsoever (including in connection with an acceleration event), the note will bear interest at a rate of 5% per annum, commencing on the date of any such extension. On October 28, 2022, the note was modified and the maturity date was extended to December 31, 2023. Interest as of December 31, 2023 in the amount of $103,045 was paid during December 2023. On December 31, 2023, the note was extended to ~~March~~June 3130, 2025. On ~~March~~June 3130, 2025, the note was extended to December 31, 2025. During the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $~~873~~1,309 and $~~877~~1,314, in interest expense, respectively. During the three months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $~~432~~436 and $~~436~~345, in interest expense, respectively. ~~During~~On ~~the three months ended~~ March 313, 2025, the Company repaid $2,040 in accrued interest. As of ~~March~~June 3130, 2025 and September 30, 2024, the balance of interest expense was $~~149~~585 and $1,316, respectively.

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The Company entered into a note to convert prior advances in a note payable with Mr. Toomey, a director, for $130,000 effective February 1, 2021 (the “2021 Promissory Note”). The 2021 Promissory Note bears interest, commencing on the date of the loan, at an initial rate of 2% per annum and the note matures on ~~March~~June 3130, 2024. The maturity date of the note will accelerate and be due and payable immediately upon any change of control, merger, or other business combination (as defined in the note). If the maturity date is extended for any reason whatsoever (including in connection with an acceleration event), the note will bear interest at a rate of 5% per annum, commencing on the date of any such extension. On ~~March~~June 3130, 2025, Mr. Toomey and the Company entered into Amendment to the 2021 Promissory Note to extend the maturity date of the 2021 Promissory Note to December 31, 2025. During the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $1,~~296~~945 and $1648,~~304,~~ in interest expense, respectively. During the three months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $~~641~~648 and $~~648~~513, in interest expense, respectively. ~~During~~On ~~the three months ended~~ March 313, 2025, the Company repaid $10,600 in accrued interest. As of ~~March~~June 3130, 2025 and September 30, 2024, the balance of accrued interest was $~~220~~869 and $9,524, respectively.

The Company entered into a note with Mr. Toomey, a director, for $50,000 effective March 7, 2022 (the “2022 Promissory Note”). The note bears interest, commencing on the date of the loan, at an initial rate of 2% per annum and the note matures on ~~March~~June 3130, 2025. The maturity date of the note will accelerate and be due and payable immediately upon any change of control, merger, or other business combination (as defined in the note). If the maturity date is extended for any reason whatsoever (including in connection with an acceleration event), the note will bear interest at a rate of 5% per annum, commencing on the date of any such extension. On ~~March~~June 3130, 2025, Mr. Toomey and the Company entered into an Amendment to the 2021 Promissory Note to extend the maturity date of the 2022 Promissory Note to December 31, 2025. During the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $~~499~~748 and $~~501~~197, in interest expense, respectively. During the three months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $~~247~~249 and $~~249~~197, in interest expense, respectively. ~~During~~On ~~the three months ended~~ March 313, 2025, the Company repaid $2,984 in accrued interest. As of ~~March~~June 3130, 2025 and September 30, 2024, the balance of accrued interest was $85334 and $2,570, respectively.

Certain of the Related Party Loans including the Company Security (as defined below), are subordinated to a loan between 6 LLC and Hancock Whitney Bank (the “Bank Loan”). The Related Party Loans are secured by all of the assets of the Company and certain of the Related Party Loans are secured by all of the assets of 6 LLC (the “6 LLC Security”). In addition, 6 LLC’s primary source of funds included loans made to 6 LLC by related parties and their affiliated entities (such loans collectively comprise the “6 LLC Affiliate Debt”). The 6 LLC Affiliate Debt, including the 6 LLC Security, is subordinated to the Bank Loan. The 6 LLC Affiliate Debt is secured by all of the assets of 6 LLC, and certain of the 6 LLC Affiliate Debt is secured by the assets of the Company (the “Company Security”).

Both the 6 LLC Affiliate Debt, and the Company Security thereof, and the Company Affiliate Debt, and the 6 LLC Security thereof are subordinated to the Bank Loan which has a senior secured security interest in all of the assets of the Company and 6 LLC. Although the Bank Loan is by and between Hancock Whitney Bank and 6 LLC, all of the assets of the Company and all of the assets of 6 LLC, including the property on which the Company conducts business, are used to secure the Bank Loan. As a result, Lori Toomey (a director of the Company) has pledged her personal trust as additional collateral as security for the Bank Loan and she is required to maintain $1 million of liquid assets in her trust. The outstanding amount owed under the Bank Loan as of ~~March~~June 3130, 2025 was ~~approximately~~ $1,~~749~~627,~~078~~399. Interest accrues on the Bank Loan at an annual rate of 7.36% and is currently being extended on a month-to-month basis pending discussions surrounding an extension of the Bank Loan. The Bank Loan has been on a year-to-year basis since 2019 and the parties historically have extended the Bank Loan and have entered into new loan agreements each year. However, there is no agreement to extend the Bank Loan each year and, as a result, there is a risk that the Bank Loan will not be extended beyond the current maturity date and, if it is extended, that the terms of such Bank Loan may be on terms more disadvantageous as those currently in place (i.e., higher interest rates to reflect current market conditions).

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In the event that the Bank Loan is not extended or is otherwise terminated prematurely, and 6 LLC is unable to pay the outstanding balance of the Bank Loan, the Company may be required to fulfil its obligations as a guarantor of the Bank Loan and repay the remaining outstanding balance of the Bank Loan, which may require the Company to sell its assets, seek equity investments, or replacement debt in order to raise sufficient capital. There is no assurance that the Company will be able to secure the necessary financing or funds to repay the Bank Loan or obtain such funds on favorable terms. If the Company is required to fulfil its obligations as a guarantor and is unable to secure the funds necessary to repay the Bank Loan, it may be difficult for us to continue our operations and if we do secure such funds, the terms thereof may be disadvantageous and have a significant negative impact on the Company’s financial position.

The above transactions and amounts are not necessarily what third parties would have agreed to.

8. Convertible Notes Payable to Related Party:

The Company entered into a convertible note with a director for $20,000 effective December 7, 2015. The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest are due on demand by the director. The outstanding principal balance of the note is convertible into the Company’s shares of common stock at the conversion price of $1.00 per share. During the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $290 and $351, in interest expense, respectively. During the three months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $~~113~~0 and $~~175~~127, in interest expense, respectively. ~~During~~On ~~the three months ended~~ March 313, 2025, the Company repaid the loan in full including $6,465 in accrued interest. As of ~~March~~June 3130, 2025 and September 30, 2024, the balance of accrued interest was $0 and $6,175, respectively.

The Company entered into a convertible note with a director for $20,000 effective March 3, 2016. The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest are due on demand by the director. The outstanding principal balance of the note is convertible into the Company’s shares of common stock at the conversion price of $1.00 per share. During the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $290 and $351, in interest expense, respectively. During the three months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $~~113~~0 and $~~175~~138, in interest expense, respectively. ~~During~~On ~~the three months ended~~ March 313, 2025, the Company repaid the loan in full including $6,293 in accrued interest. As of ~~March~~June 3130, 2025 and September 30, 2024, the balance of accrued interest was $0 and $6,003, respectively.

The Company entered into a convertible note with a director for $30,000 effective July 11, 2016. The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest are due on demand by the director. The outstanding principal balance of the note is convertible into the Company’s shares of common stock at the conversion price of $1.00 per share. During the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $434 and $526, in interest expense, respectively. During the three months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $~~170~~0 and $~~262~~207, in interest expense, respectively. ~~During~~On ~~the three months ended~~ March 313, 2025, the Company repaid the loan in full including $9,073 in accrued interest. As of ~~March~~June 3130, 2025 and September 30, 2024, the balance of accrued interest was $0 and $8,639, respectively.

The Company entered into a convertible note with a director for $20,000 effective September 19, 2016. The note bears interest at a rate of 3.5% per annum and all unpaid principal and interest are due on demand by the director. The outstanding principal balance of the note is convertible into the Company’s shares of common stock at the conversion price of $1.00 per share. During the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $290 and $351, in interest expense, respectively. During the three months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $~~113~~0 and $~~175~~138, in interest expense, respectively. ~~During~~On ~~the three months ended~~ March 313, 2025, the Company repaid the loan in full including $5,915 in accrued interest. As of ~~March~~June 3130, 2025 and September 30, 2024, the balance of accrued interest was $0 and $5,625, respectively.

The above transactions and amounts are not necessarily what third parties would have agreed to.

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9. Line of Credit:

On October 21, 2024, the Company entered into a credit agreement with Conch and Shell Holdings, Inc., a Florida corporation (“CAS”), with a line of credit in the aggregate amount of $200,000 (the “CAS Credit Agreement”) and a credit agreement with 6 LLC, a Florida limited liability company (“6 LLC”), with a line of credit in the aggregate amount of $100,000 (the “6 LLC Credit Agreement” and together with the CAS Credit Agreement, the “Credit Agreements”).

As described elsewhere in this Interim Report, certain directors of the Company own shares in CAS and control 6 LLC. James K. Toomey and Lori M. Toomey, directors of the Company (together the “Toomey Directors”) own shares in CAS. The shareholders who received shares in connection with the merger of Renovo Resource Solutions, Inc. with and into the Company, which includes, among others, Randall M. Moritz, director, Keri A. Moritz, director, and the Toomey Directors, also are controlling equity holders of 6 LLC.

On October 21, 2024, the Company drew $100,000 of the $200,000 available under the CAS Agreement and on October 22, 2024, the Company drew the remaining $100,000 available under the CAS Agreement. On October 23, 2024 the Company drew $100,000 (the full amount available) under the 6 LLC Credit Agreement. Amounts drawn under the Credit Agreements was used to purchase additional inventory created by Hurricane Milton.

The CAS Credit Agreement does not bear any interest expense, but rather provides for a flat fee payment of $500 to CAS, regardless of the amount drawn under such agreement. The CAS Credit Agreement matures on December 20, 2024 and must be repaid in full on that date. Amounts due under the CAS Credit Agreement may be accelerated and be due and payable at CAS’ option immediately upon any incurrence of additional indebtedness or the occurrence of any merger, consolidation, sale of assets, and other customary events of default as set forth in the CAS Credit Agreement. If any Event of Default (as defined in the CAS Credit Agreement) exists and is continuing, amounts borrowed pursuant to the CAS Credit Agreement will then bear interest at a rate of 10% per annum.

The 6 LLC Credit Agreement also does not bear any interest expense, but rather provides for a flat fee payment of $250 to 6 LLC, regardless of the amount drawn under such agreement. The 6 LLC Credit Agreement matures on December 20, 2024, and must be repaid in full on that date. Amounts due under the 6 LLC Credit Agreement may be accelerated and be due and payable at 6 LLC’s option immediately upon any incurrence of additional indebtedness or the occurrence of any merger, consolidation, sale of assets, and other customary events of default as set forth in the 6 LLC Credit Agreement. If any Event of Default (as defined in the 6 LLC Credit Agreement) exists and is continuing, amounts borrowed pursuant to the 6 LLC Credit Agreement will then bear interest at a rate of 10% per annum.

Under the terms of both the CAS Credit Agreement the 6 LLC Agreement, the Company must first draw down all funds available under the CAS Agreement before any amounts may be drawn under the 6 LLC Credit Agreement.

On December 16, 2024, the Company repaid all amounts due pursuant to the CAS Credit Agreement and the 6 LLC Credit Agreement.

10. Preferred Stock:

The Company is authorized to issue up to 20,000,000 shares of Preferred Stock with designations, rights and preferences determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without shareholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our Common Stock. The terms of the preferred stock have not been approved. As of ~~March~~June 3130, 2025 and September 30, 2024, there was no Preferred Stock issued and outstanding.

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11. Income Taxes:

The Company's expenses (benefit) for income taxes consist of:

	For the six months ended
	For the nine months ended
	March 31,2025		March 31,2024
	June 30,2025		June 30,2024
Current
Federal	$	~~130~~140,~~720~~199	$	819,~~356~~640
State		2426,~~588~~370		13,~~572~~694
Foreign		-		-
		155,308		9,928
		166,569		23,334
Deferred
Federal		122,~~565~~569		(450,~~060~~031	)
State		~~294~~4,245		(~~764~~9,411	)
		1,859		(4,824	)
		26,814		(59,442	)
Total	$	~~157~~193,~~167~~384	$	5(36,~~104~~108	)

	For the three months ended
	March 31,2025			March 31,2024
	June 30,2025			June 30,2024
Current
Federal	$	949,~~469~~479		$	5311,~~953~~284
State		171,~~769~~783			102,~~149~~122
Foreign		-			-
		112,238			64,102
		11,262			13,406
Deferred
Federal		~~(17~~21,~~582~~004	)		(4840,~~480~~867	)
State		(3,~~307~~951	)		(98,~~119~~647	)
		(20,889	)		(57,599	)
		24,955			(49,514	)
Total	$	9136,~~349~~217		$	6(36,~~503~~108	)

The components of the net deferred tax asset at ~~March~~June 3130, 2025 and September 30, 2024 consist of:

	March 31,2025			September 30,2024
	June 30,2025			September 30,2024
Accounts receivable	$	(2238,~~016~~418	)	$	(18,349	)
Accounts payable		87,~~127~~838			31,294
Accrued interest payable		8272,~~351~~228			80,124
Net operating loss		-			27,405
Total	$	6841,~~462~~648		$	120,474

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The following is a reconciliation of the applicable federal income tax as computed at the federal statutory tax rate to the actual income taxes reflected in the unaudited Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024.

	Three and Six months ended March 31,
	Three and Nine months ended June 30,
	2025			2024
Tax provision at U.S. federal income tax rate		21	%		21	%
State income tax provision net of federal		4	%		4	%
Valuation allowance		(0	)%		(0	)%
Provision for income taxes		25	%		25	%

The Company’s earliest tax year that remains subject to examination by all tax jurisdictions was September 30, 2018.

12. Commitments and Contingencies:

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, “Contingencies”. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of ~~March~~June 3130, 2025 and September 30, 2024, the Company is not aware of any contingent liabilities that should be reflected in the unaudited consolidated financial statements.

Purchase Option Agreement

In connection with the closing of the Merger (See Note 3), the Company entered into the Purchase Option Agreement (the “Purchase Option Agreement”) on the Closing Date with 6 LLC, which is solely held by the Renovo Owners prior to the Merger, pursuant to which, the Company will have the exclusive option, subject to certain conditions, in its sole discretion, exercisable at any time within five (5) years after the Closing Date, to acquire 6 LLC in a post-Merger transaction (the “Future Acquisition”) at a purchase price equal to (i) the fair market value of 6 LLC, as determined in accordance with the terms of the Purchase Option Agreement (“Fair Market Value”) plus (ii) a premium equal to fifteen percent (15%) of the Fair Market Value. It is a condition to the exercise of the Purchase Option that the Company either repay the Bank Loan or negotiate the assumption of the Bank Loan by the Company at the closing of the Future Acquisition. Currently, the Company is a guarantor under the Bank Loan.

The Fair Market Value will be determined by an independent appraisal of the fair market value of the 6 LLC assets (or, upon a bona fide offer with a firm price made by an unaffiliated third party within 12 months of an exercise of the Purchase Option by the Company).

Under the terms of the Purchase Option Agreement, the Company has the option to structure the Future Acquisition in any of the following structures:

	·	a purchase in cash by the Company or any wholly owned subsidiary of the Company of all of the outstanding equity interests of 6 LLC (“6 LLC Equity Interests”) from the owners of the 6 LLC Equity interests (the “6 LLC Owners”), including, without limitation, all units of membership interest, directly from all of the 6 LLC Owners;
	·	an exchange transaction by the Company or any wholly owned subsidiary of Company to the 6 LLC Owners whereby all of the outstanding 6 LLC Equity Interests will be exchanged for shares of Common Stock or a combination of cash and Common Stock;

	·	a purchase in cash by the Company or any wholly owned subsidiary of the Company of all of the outstanding equity interests of 6 LLC (“6 LLC Equity Interests”) from the owners of the 6 LLC Equity interests (the “6 LLC Owners”), including, without limitation, all units of membership interest, directly from all of the 6 LLC Owners;

	·	an exchange transaction by the Company or any wholly owned subsidiary of Company to the 6 LLC Owners whereby all of the outstanding 6 LLC Equity Interests will be exchanged for shares of Common Stock or a combination of cash and Common Stock;

	·	engage in a merger transaction by and between the 6 LLC and the Company or any wholly owned subsidiary of the Company (with the surviving subsidiary entity to be determined by Company) whereby 6 LLC Owners will receive their prorated share of the aggregate Purchase Price from the payment of the merger consideration, which merger consideration shall be payable in cash or shares of Common Stock, as determined by the Company; or

	·	a purchase by the Company or any wholly owned subsidiary of the Company of all or substantially all of the assets of 6 LLC, which Purchase Price shall be payable in cash or shares of Common Stock, as determined by the Surviving Corporation.

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	·	engage in a merger transaction by and between the 6 LLC and the Company or any wholly owned subsidiary of the Company (with the surviving subsidiary entity to be determined by Company) whereby 6 LLC Owners will receive their prorated share of the aggregate Purchase Price from the payment of the merger consideration, which merger consideration shall be payable in cash or shares of Common Stock, as determined by the Company; or
	·	a purchase by the Company or any wholly owned subsidiary of the Company of all or substantially all of the assets of 6 LLC, which Purchase Price shall be payable in cash or shares of Common Stock, as determined by the Surviving Corporation.

To the extent that any portion of the Bank Loan remains outstanding at the time of the Future Acquisition, either (i) the cash portion of the Purchase Price would be used to first payoff any such amount, or (ii) if the Company negotiates the assumption of the Bank Loan with the Bank, the dollar amount of the outstanding Bank Loan so assumed shall be applied to the payment of the Purchase Price. In each case, remaining Purchase Price proceeds (“Remaining Proceeds”) would be paid to the 6 LLC debt holders and then to the 6 LLC Owners or 6 LLC, depending on the structure of the transaction.

In the event that the Company should determine to use an acquisition structure whereby it will pay the Remaining Proceeds in Common Stock, the value of the Common Stock will be the average of the last daily sales price of Common Stock as reported by the OTC Markets (otcmarkets.com), or if not reported thereby, another authoritative source selected by the Company) for the ten (10) consecutive full trading days in which such shares are traded ending at the close of trading on the fifth business day preceding the Future Acquisition closing.

The Purchase Option Agreement contains customary representations, warranties and covenants made by 6 LLC, including, among other things, covenants (i) to conduct its business in the ordinary course consistent with past practice during the option period and consummation of a Future Acquisition transaction; (ii) not to engage in certain kinds of transactions during such period; (iii) not to amend or propose to amend any of its organizational documents; (iv) not to incur any additional debt obligations and (v) not to enter into, amend or modify any material contract. The Purchase Option Agreement also is subject to a number of customary closing conditions.

13. Recent Accounting Pronouncements:

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, enhancing segment expense transparency. The update requires public entities to disclose significant segment expenses regularly provided to the chief operating decision maker and extends certain annual segment disclosures to interim periods. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with interim period application required starting after December 15, 2024, and early adoption permitted. The Company has adopted this new standard in the current fiscal year.

14. Subsequent Events:

In accordance with ASC 855, Subsequent Events, the Company evaluated subsequent events through the date of this report; the date the unaudited consolidated financial statements were available for issue.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the operating results and financial condition of the Company for the fiscal quarters ended ~~March~~June 3130, 2025 and 2024. The discussion and analysis set forth below is intended to assist you in understanding the financial condition and results of our operations and should be read in conjunction with our financial statements and the accompanying notes included elsewhere in this quarterly report. Our results of operations and financial condition, as reflected in the accompanying statements and related notes, are subject to management’s evaluation and interpretations of business conditions, changing market conditions and other factors. Historical results and trends which might appear should not be taken as indicative of future operations.

A NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (including the exhibits hereto) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), such as statements relating to our financial condition, results of operations, plans, objectives, future performance or expectations, and business operations. These statements relate to expectations concerning matters that are not historical fact. Accordingly, statements that are based on management’s projections, estimates, assumptions, and judgments constitute forward-looking statements. These forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “approximately,” “intend,” “objective,” “goal,” “project,” and other similar words and expressions, or future or conditional verbs such as “will,” “should,” “would,” “could,” and “may.” These forward-looking statements are based largely on information currently available to our management and on our current expectations, assumptions, plans, estimates, judgments and projections about our business and our industry, and such statements involve inherent risks and uncertainties. Although we believe our expectations are based on reasonable estimates and assumptions, they are not guarantees of performance and there are a number of known and unknown risks, uncertainties, contingencies, and other factors (many of which are outside our control) which may cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. Accordingly, there is no assurance that our expectations will in fact occur or that our estimates or assumptions will be correct, and we caution investors and all others not to place undue reliance on such forward-looking statements.

The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements:

· the Company’s ability to generate sufficient cash proceeds from its operations or, alternatively, identify, secure and obtain suitable and sufficient financing to continue as a going concern and execute its business plan; · general economic, political and market conditions; · interest rate and inflation risk; · The potential impacts on our business of increased tariffs and trade policy discussions between the United States and other countries, which impacts may include, among others, an increase the costs of metals purchased by us for resale, result in declining profitability, cause operational disruption, an overall economic slowdown, an adverse impact on credit markets and interests rate that could increase the costs of our outstanding debt, possible lower equity valuations that could adversely affect any potential equity financings, and the potential for retaliatory actions by other nations. · ~~climate~~The ~~related~~potential orimpact ~~natural~~of ~~disaster-related~~the ~~events~~newly ~~that~~adopted ~~increases~~ the ~~likelihood~~One ofBig ~~catastrophic~~Beautiful ~~losses,~~Bill ~~disruption~~(P.L. to119-21) ~~our~~signed ~~operations~~into law on July 4, ~~and~~2025, ~~related~~which ~~cost~~contains hundreds of ~~insurance~~provisions ~~coverage~~addressing ~~for~~tax ~~entities~~matters ~~with~~and ~~operations~~numerous inother ~~high fire~~matters, ~~hurricane~~cannot orbe ~~flood~~fully ~~risk~~assessed ~~areas~~at this time, ~~including~~especially as it relates to the Company’s ~~operations~~business, ~~which~~and ~~are located on~~ the ~~gulf~~possibility ~~coast~~that ofit ~~central~~could ~~Florida,~~have aadverse ~~region~~impacts ~~which~~on isour ~~susceptible~~business tooperations ~~hurricanes;~~and profitability.

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· climate related or natural disaster-related events that increases the likelihood of catastrophic losses, disruption to our operations, and related cost of insurance coverage for entities with operations in high fire, hurricane or flood risk areas, including the Company’s operations which are located on the gulf coast of central Florida, a region which is susceptible to hurricanes; · government and industry regulation that might affect future operations; · potential change of control transactions resulting from any potential future merger, acquisition, or combination with another entity; · the potential dilution in our equity (both economically and in voting power) that might result from future financing or from merger, acquisition, or combination activities; · the Company’s ability to successfully integrate the operations of Renovo (as defined below) into the Company following the Merger (as defined below), and to operate profitably following such Merger; · the Company’s ability to service its outstanding debt obligations and to continue to successfully negotiate economically beneficial annual extensions of its guarantor obligations to 6 LLC’s loan with Hancock Whitney Bank (as described below); · the Company’s expectations regarding the anticipated benefits of the Merger and the ability of the Company to achieve the anticipated potential benefits from the Merger, including statements of the plans, strategies and objectives of management with respect to operations of the Company following the Merger; · any statements regarding future economic conditions, growth rate, market opportunity or performance of the Company following the Merger; · economic, business, competitive, and/or regulatory factors affecting the business of the Company following the Merger; · the ability of the Company to obtain and maintain all licenses necessary to operate its business; and · statements of belief and any statement of assumptions underlying any of the foregoing.

If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, the results of the Company or the combined company following completion of the Merger could differ materially from the forward-looking statements. All written or oral forward-looking statements that are made or attributable to us are expressly qualified in their entirety by this cautionary notice. The forward-looking statements included herein are only made as of the date of this Quarterly Report on Form 10-Q for the fiscal quarter ended ~~March~~June 3120, 2025 (this “Form 10-Q”). We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

Explanatory Note

On April 19, 2024, the Company consummated a merger of Renovo Resource Solutions, Inc. (“Renovo”) with and into the Company (“Merger”), with the Company as the legal surviving entity and Renovo as the accounting surviving entity. For purposes of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, the historic results of the Company are those of Renovo as the accounting survivor of the Merger.

Operations

The Company’s business currently consists solely of acquiring salvage and reselling scrap metals processed and unprocessed ferrous and nonferrous metals from a variety of sources including, manufacturing and industrial plants, metal fabrication plants, electric utilities, machine shops, factories, refineries, demolition businesses, wrecking companies, contractors, and retail individuals. Ferrous metals are those containing significant quantities of iron or steel. Non-ferrous metals, which do not contain significant quantities of iron or steel include, without limitation, copper, brass, aluminum, bronze, lead, zinc, nickel, and alloys thereof; but do not include precious metals (such as gold, silver, and platinum).

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Operations.

The primary business operations of the Company consist of accepting metals contained in radiators, insulated aluminum wire, automotive components (rotors, drums etc.), insulated copper wire, electric motors, stainless steel, scrap iron, appliances, aluminum cans, batteries (lead acid), and e-scrap. The Company utilizes specialized equipment to efficiently process significant volumes of insulated copper wire through granulation. With the exception of precious metals, our scrap metal processing facility processes almost all other types of metal.

The Company derives profit from aggregating more than 60 product types and reselling the materials to larger transfer and processing partners in the state of Florida. The Company has operated under the guidelines of selling “mixed” truckloads of material as soon as they are aggregated in an effort to abate any changes in commodity pricing that may affect its margins in a negative manner. This buy/sell formula has preserved margins in the past but also curtails the Company’s ability to ship directly to non-ferrous mills due to smaller volumes of like materials or Full Truck Load (“FTL”) volumes resulting in lower prices received for materials.

Although the Company does have the capacity and volume to achieve FTL loads required by non-ferrous mills, based on market price fluctuations, the Company has taken a more conservative approach to approach to protect its margins. Accordingly, the Company only ships less than a truckload (or “LTL”) of mixed commodities to go to multiple end users in an effort to mitigate any potential losses due to market fluctuations.

On September 26, 2024, Hurricane Helene made landfall as a category 4 hurricane near Perry, Florida. Subsequently, on October 9, 2024, Hurricane Milton made landfall as a category 3 hurricane near Sarasota, Florida. Both Hurricane Helene and Hurricane Milton had a significant impact through wind damage and flooding on the area in which the Company conducts business. Following the impacts of Hurricanes Helene and Milton the Company experienced a significant influx of inventory available for purchase from the public at advantageous prices. In addition, certain of the Company’s competitors were temporarily unable to continue operations due to impacts from the hurricanes. In order to capitalize on this opportunity, the Company obtained temporary financing to make inventory purchases as is described below, which loans were fully repaid on December 16, 2024. The effects of Hurricanes Helene and Milton subsided during the first quarter of 2025 and operations are back to normal as storm inventory purchased during the aftermath of these storms have been sold.

The Company does not engage in the business of fabricating or otherwise converting raw materials into products or prepared grades of materials having an existing or potential economic value.

~~Balance~~Recent ~~Sheet~~Government Tariff Actions

AtOn ~~March~~April 312, 2025 ~~and September 30~~, ~~2024,~~ the ~~Company~~President ~~had~~of ~~total~~the ~~assets~~United ofStates ~~$2,681,956~~outlined ~~and~~steps ~~$2,512,968,~~to ~~respectively,~~implement ~~total~~announced ~~liabilities~~a ofchange ~~$2,262,572~~in ~~and~~trade ~~$2,624,603,~~policies ~~respectively,~~referred ~~and~~to ~~total~~as ~~stockholders’~~“Liberation ~~equity~~Day” ~~(deficit)~~whereby ofthe ~~$419,384~~trade and ~~$(111,635),~~tariff ~~respectively.~~relationships ~~The~~with ~~increase~~other ofcountries ~~total~~would ~~assets~~be ofreevaluated ~~$168,988~~and ofrenegotiated. In ~~total assets from September 30~~particular, ~~2024 to March 31, 2025 was due primarily to~~ an increase in ~~cash~~tariffs aswere ~~a result of increased sales. The decrease of total liabilities of $362~~announced,~~031~~ ~~from~~with ~~September~~some ~~30,~~taking ~~2024~~place toimmediately ~~March 31, 2025 was due primarily to extinguishment of old accounts payable balances~~ and ~~repayment~~other ofwhich ~~$86,004~~have ofbeen ~~accrued~~subsequently ~~interest and $90~~delayed,~~000~~ inwith ~~principal~~the ~~amount~~exception of ~~outstanding~~China ~~convertible~~where ~~debt.~~even ~~For~~higher ~~more~~tariff ~~information,~~rates ~~see~~have ~~Item~~been 2announced. ~~Management’s~~ ~~Discussion and Analysis of Financial Condition And Results Of Operations – Liquidity and Capital Resources” below.~~

AtAlthough ~~September~~the ~~30,~~impact ~~2024,~~of the ~~Company~~tariffs ~~had~~and antrade ~~accumulated~~policy ~~deficit~~discussions with other nations cannot be fully determined which these discussions are ongoing and many of ~~$111~~the tariffs have been delayed,~~719~~ such tariffs could have an adverse impact on the Company’s future operations and profitability. AsSuch oftariffs ~~March~~and 31trade discussions could result in an increase costs associated with pour scrap metal purchases, ~~2025~~supply chain disruptions, ~~the~~an ~~Company~~overall ~~had~~reduction ~~retained~~in ~~earnings~~consumer ofconfidence ~~$419~~and demand,~~300.~~ and an overall economic slowdown. The ~~change~~impact ~~from~~on anthe ~~accumulated~~general ~~deficit~~economy towill ~~retained~~be ~~earnings~~subject ~~was~~to a ~~result~~number of ~~our~~factors ~~net~~that ~~income~~cannot ~~for~~be determined at this time, such as whether other countries will retaliate and the ~~six~~spiral ~~months~~effect ~~ended~~that ~~March~~could 31have, ~~2025~~uncertain induration of trade conflicts, the ~~amount~~possibility of ~~$531~~legal challenges or Congressional action,~~019~~ and impact on the reputation of U.S. companies abroad.

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Because the Company does not have operations outside of its local Florida location, it is not directly impacted by the impact on foreign trade or currency exchange rate fluctuations, nor is it directly subject to supply chain issues that may be affected by foreign imports. However, the Company could be indirectly affected by these matters as it relates to the purchasers of its scrap materials, including the possibility of reduced consumer confidence and demand. Adverse economic consequences to such customers may curtail their purchases and adversely impact our operations

Further, the tariffs could adversely impact credit markets and interest rates that may result in an increase the costs of our outstanding debt obligations. In addition, such tariffs could also result in lower equity valuations for the Company and adversely impact any future equity financing that it may seek to obtain.

The Company has noted that the current tariff environment has resulted in an increased level of volatility in commodity prices during the past few months due to the uncertainty relating to the President’s position with respect to tariffs on certain commodities. Although such actions may have an adverse impact for certain participants in the commodity markets, during the last fiscal quarter, the Company has been able to take advantage of the rising commodity prices domestically to increase its inventory of steel products at lower purchase prices than those paid by others in our industry. Because of our flexibility and ability to act quickly due to our smaller size and direct management involvement, we can move quickly to take advantage of favorable downward changes in commodity prices and then sell our products profitably at a discount as compared to our competitors. Furthermore, the Company is able to stockpile certain commodities acquired at lower prices to resell when those commodity prices rise in the future.

Balance Sheet

At June 30, 2025 and September 30, 2024, the Company had total assets of $2,645,533 and $2,512,968, respectively, total liabilities of $2,177,325 and $2,624,603, respectively, and total stockholders’ equity (deficit) of $468,208 and $(111,635), respectively. The increase of total assets of $132,565 from September 30, 2024 to June 30, 2025 was due primarily to an increase in cash as a result of increased sales. The decrease of total liabilities of $447,278 from September 30, 2024 to June 30, 2025 was due primarily to extinguishment of old accounts payable balances and repayment of $86,004 of accrued interest and $90,000 in principal amount of outstanding convertible debt during the second quarter of our fiscal year. For more information, see Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” below.

At September 30, 2024, the Company had an accumulated deficit of $111,719. As of June 30, 2025, the Company had retained earnings of $468,124. The change from an accumulated deficit to retained earnings was a result of our net income for the nine months ended June 30, 2025 in the amount of $579,843.

Results of Operations

Comparison of Three Months Ended ~~March~~June 3130, 2025 and 2024

Revenues

For the three months ended ~~March~~June 3130, 2025 and 2024, the Company had total revenues of $1,~~446~~034,~~847~~226 and $~~879~~950,~~825~~039, respectively, and gross profits of $~~802~~458,~~496~~457 and $~~383~~402,~~439~~972, respectively. The primary driver of the Company’s revenues are steel prices and the prices of other metal commodities. When metal prices are higher, revenues increase assuming that volume is stable. The Company is primarily impacted by the price of steel, with the price of copper and the price of other metals also significantly contributing to the Company’s revenues and profits. The primary reason for the increase in our revenues was due to the increase in the volume of the Company’s sales in the three months ended ~~March~~June 3130, 2025 when compared to the three months ended ~~March~~June 3130, 2024. The increased volume of sales in the current period was primarily the result of ~~decreases~~our inability ~~commodity~~acquire ~~prices~~additional ~~combined~~commodities ~~with~~at ~~stable~~favorable ~~material~~prices, ~~volume~~while asmaintaining ~~well~~our asvolume aof ~~sudden~~sales ~~increase~~at inconsistent ~~material~~prices ~~purchases~~which ~~specifically~~our incustomers ~~aluminum~~believe ~~products~~to asbe ~~result~~favorable ofto ~~Hurricane Milton~~them.

~~Cost~~25 ofTable ~~goods sold for the three months ended March 31, 2025 and 2024 were $644,351 and $496,386, respectively, resulting in a gross margin~~ of 55% and 44%, respectively. Cost of goods sold consists primary of costs associated with purchasing salvage and scrap metal and increases as prices for these commodities fluctuate. The Company was able to purchase a significant volume of aluminum as a result of Hurricane Milton. As a result, buyers became aggressive in their price offerings to receive material once the bidding price resumed. As a result, the gross margin increased significantly over the period. Contents

Cost of goods sold for the three months ended June 30, 2025 and 2024 was $575,769 and $547,067, respectively, resulting in a gross margin of 44% and 42%, respectively. Cost of goods sold consists primary of costs associated with purchasing salvage and scrap metal and increases as prices for these commodities fluctuate. The Company was able to take advantage of volatile commodity prices to purchase commodities at lower prices for resale,

Operating Expenses.

The Company’s operating expenses ~~increased~~decreased from $~~341~~505,~~293~~266 for the three months ended ~~March~~June 3130, 2024 to $~~360~~355,~~109~~732 for the three months ended ~~March~~June 3130, 2025 due primarily to ana ~~increase~~decrease in professional fees related to higher ~~increased~~ audit expenses and legal fees in the prior period.

Other Income (Expenses).

Other income (expenses) ~~increased~~decreased from $(1619,~~080~~433) for the three months ended ~~March~~June 3130, 2024 to $(1817,~~000~~684) for the three months ended ~~March~~June 3130, 2025.

Net Income (Loss)

We had net income of $~~333~~48,~~038~~824 for the three months ended ~~March~~June 3130, 2025, compared to a net ~~income~~loss of $19(85,~~563~~619) for the three months ended ~~March~~June 3130, 2024. The increase in net income was primarily the result of a 64% increase in sales in the current period ~~due to aggressive bidding by buyers as a result of increased aluminum as a result of Hurricane Milton~~.

Comparison of ~~Six~~Nine Months Ended ~~March~~June 3130, 2025 and 2024

Revenues

For the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024, the Company had total revenues of $24,~~983~~017,~~478~~704 and $12,~~702~~652,~~404~~443, respectively, and gross profits of $1,~~351~~810,~~915~~372 and $~~676~~1,~~922~~078,911, respectively. The primary driver of the Company’s revenues are steel prices and the prices of other metal commodities. When metal prices are higher, revenues increase assuming that volume is stable. The Company is primarily impacted by the price of steel, with the price of copper and the price of other metals also significantly contributing to the Company’s revenues and profits. The primary reason for the increase in our revenues was due to the increase in the volume of the Company’s sales in the ~~six~~nine months ended ~~March~~June 3130, 2025 when compared to the ~~six~~nine months ended ~~March~~June 3130, 2024. ~~The~~There was an increased volume of sales in the ~~current~~third ~~period~~quarter was primarily the result of decreases in commodity prices combined with stable material volume as well as a sudden increase in material purchases specifically in aluminum products as result of Hurricane Milton. During the current three-months, our revenues have returned to normal operations. However, we have been able to take advantage of the current volatility in commodity prices due to developments relating to tariff decisions by the United States to acquire commodities at lower prices which are then sold at consistent pricing.

25Cost ~~Table~~of goods sold for the nine months ended June 30, 2025 and 2024 were $2,207,332 and $1,573,532, respectively, resulting in a gross margin of ~~Contents~~45% and 41%, respectively. Cost of goods sold consists primarily of costs associated with purchasing salvage and scrap metal and increases as prices for these commodities fluctuate. The Company was able to purchase a significant volume of aluminum in the second quarter as a result of Hurricane Milton. Because of this event, buyers became aggressive in their price offerings to receive material once the bidding price resumed. During the current three-month, our revenues have returned to normal operations, but our ability acquire additional commodities at favorable prices, while maintaining our volume of sales at consistent prices which our customers believe to be favorable to them has resulted in continuing improved sales from the same period last year. As a result, the gross margin increased significantly over the nine-month period.

Cost of goods sold for the six months ended March 31, 2025 and 2024 were $1,631,563 and $1,025,482, respectively, resulting in a gross margin of 45% and 40%, respectively. Cost of goods sold consists primary of costs associated with purchasing salvage and scrap metal and increases as prices for these commodities fluctuate. The Company was able to purchase a significant volume of aluminum as a result of Hurricane Milton. As a result, buyers became aggressive in their price offerings to receive material once the bidding price resumed. As a result, the gross margin increased significantly over the period.

Operating Expenses.

The Company’s operating expenses ~~increased~~decreased from $~~624~~1,~~300~~123,582 for the ~~six~~nine months ended ~~March~~June 3130, 2024 to $~~722~~1,~~207~~077,939 for the ~~six~~nine months ended ~~March~~June 3130, 2025 due primarily to ana ~~increase~~decrease in professional fees related to higher ~~increased~~ audit expenses and legal fees in the prior period.

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Other Income (Expenses).

Other income (expenses) decreased from $(3262,~~161~~253) for the ~~six~~nine months ended ~~March~~June 3130, 2024 to $5840,~~478~~794 for the ~~six~~nine months ended ~~March~~June 3130, 2025 primarily due to the Company recording gain on extinguishment of accounts payable in the amount of $95,150.

Net Income (Loss)

We had net income of $~~531~~579,~~019~~843 for the ~~six~~nine months ended ~~March~~June 3130, 2025, compared to a net ~~income~~loss of ($1570,~~357~~816) for the ~~six~~nine months ended ~~March~~June 3130, 2024. The net income in the current period was primarily the result of a 75% increase in sales in the current period due to aggressive bidding by buyers as a result of increased aluminum as a result of Hurricane Milton in the second quarter, as well as a continued net income growth experienced from operations in the third quarter.

Liquidity and Capital Resources

At ~~March~~June 3130, 2025 and September 30, 2024, our current liabilities were $2,~~262~~177,~~572~~325 and $1,049,564, respectively. The difference of $1,~~213~~127,~~008~~761 primarily related to the reclassification of related party debt in the amount of $1,377,171 from long-term to short-term. Prior to the filing of the Company’s Form 10-K, the Company extended the term of its related party debt from ~~March~~June 3130, 2025 to December 31, 2025. As such, these loans were classified as long-term debt as of September 30, 2024. As of ~~March,~~June 3130, 2025, these loans are considered short-term since they are due on December 31, 2025.

The Company’s principal sources of funds are funds generated by its operations, as well as amounts received from affiliated loans. Such affiliated loans include both those entered into by the Company prior to the Merger and those entered into by Renovo prior to the Merger.

As stated above under the balance sheet section, there was an increase in cash as a result of increased sales. The Company plans to apply a portion of its existing cash position to undertake various property maintenance projects.

~~The~~Management ~~consolidated~~has ~~financial~~evaluated ~~statements have been prepared on a going concern basis, which assumes~~ the Company’s ~~will~~ability ~~be able~~ to ~~realize~~continue ~~its~~as ~~assets~~a ~~and~~going ~~discharge~~concern ~~its liabilities~~ in ~~the~~accordance ~~normal~~with ~~course~~ASC ~~of business for the foreseeable future~~205-40. ~~The~~In ~~principal~~prior ~~conditions~~periods, orsubstantial ~~events that raised~~ doubt ~~about~~existed regarding the Company'’s ability to ~~continue~~meet asits aobligations ~~going~~due ~~concern~~to isrecurring ~~negative~~losses ~~working capital~~ and ~~prior~~negative ~~period~~operating ~~net~~cash ~~loss~~flows. InHowever, for the ~~current~~three ~~period~~and nine months ended June 30, 2025, the Company ~~had~~generated net income, ~~net~~of ~~income~~$48,824 ~~from~~and ~~operations~~$579,843, respectively and positive cash flows from operations. ~~Based on evaluation~~ of ~~the conditions above~~$647,582. ~~and~~These ~~mitigating~~results ~~factors,~~reflect ~~management~~improved ~~has~~operating ~~determined~~performance ~~the~~and ~~risk~~strengthened ~~of going concern to be alleviated~~liquidity.

The Company currently intends to undertake certain capital expenditures relating to certain improvements on the property where it conducts business to construct or install temporary or permanent improvements and to request or record easements relating to utilities and access, including, without limitation, driveways, fencing, gates, and utility connections. Such improvements also may include those necessary to provide special dedicated access to the Company property in favor of the County during storm conditions. These improvements shall be at the Company’s sole expense. The Company anticipates that it will expend approximately $140,000 during the next 12 months for such capital expenditures and that such expenses will be paid out of revenue generated by the Company during that period.

The Company’s ability to finance its working capital requirements and sustain current levels of operations, and to service or retire its outstanding debt obligation, as well as its ability to exercise its Purchase Option (described below), is dependent upon management’s ability to continue to curtail current operating expense and obtain additional financing to augment working capital requirements and support acquisition plans. In order to service or retire such loans and to exercise the Purchase Option, the Company is evaluating possible equity financings. However, the Company has not yet determined whether to pursue an equity financing at this time and there is no assurance that an equity financing will be attempted by the Company, or, in the event that the Company does pursue an equity financing, that such financing would be successful or on terms reasonably satisfactory to the Company.

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In connection with the closing on the Merger, the Company entered into a lease agreement with 6 LLC, a Florida limited liability company (“6 LLC”) on April 19, 2024. Under the terms of the Lease the Company is leasing the buildings and property (“Property”) on which the Company conducts its operations from 6 LLC for annual rent of $480,000 paid in twelve (12) monthly payments of $40,000, which is inclusive of electrical, water, sewer, and other utilities. The Lease has an initial term of two years, and may be extended for a period of up to five (5) additional years by the Company. In addition to the Lease, the Company also has entered into a Purchase Option Agreement with the equity owners of 6 LLC(“Purchase Option Agreement”) pursuant to which the Company has the exclusive option, subject to certain conditions, in its sole discretion, exercisable at any time within five (5) years after the closing of the Merger to acquire 6 LLC and, as a result thereof, the Property (the “Purchase Option”). The terms of the Lease include customary terms regarding alterations to the Property, maintenance by 6 LLC, insurance, and indemnification and generally reflect terms that would be typically negotiated in an at arm’s-length transaction with modifications to the termination provisions of the Lease to limit 6 LLC’s ability to terminate the Lease in light of the Purchase Option Agreement. Further, the Lease limits 6 LLC’s ability to assign the Lease, while preserving the right of the Company to assign the Lease under certain circumstances. The Company has not yet determined whether it will exercise the Purchase Option. For more information relating to the Purchase Option Agreement and the Purchase Option, see Financial Statement Note 1312.

In addition, the Company has paid operational expenses and debt on behalf of 6 LLC. As of ~~March~~June 3130, 2025 and September 30, 2024, the total paid on behalf of 6 LLC and payable to the Company is $1,009,580, respectively. These advances bear no interest, are uncollateralized and have no specific due date.

Cash Flow

The following table provides detailed information about our net cash flow for the ~~six~~nine months ended ~~March~~June 3130, 2025 and 2024:

	Six months ended March 31,
	Nine months ended June 30,
	2025			2024
Net cash provided by (used in) operating activities	$	~~528~~647,~~669~~582		$	(~~108~~177,~~148~~543	)
Net cash used in investing activities		—			—(586,019	)
Net cash used in financing activities		(90,500	)		(94,903	)
Net cash used in (provided by) financing activities		(90,500	)		362,970
Net change in cash and cash equivalents		~~438~~557,~~169~~082			(~~203~~400,~~051~~592	)
Cash and cash equivalents at beginning of period		425,706			821,770
Cash and cash equivalent at end of period	$	~~863~~982,~~875~~788		$	~~618~~421,~~719~~178

Net cash provided by operating activities for the ~~six~~nine months ended ~~March~~June 3130, 2025 was $~~528~~647,~~669~~582 compared to $~~108~~177,~~148~~543 used in operating activities for the ~~three~~nine months ended ~~March~~June 3130, 2024. This difference primarily related to net income in the current period coupled with a gain on extinguishment of accounts payable in the amount of $95,150 and the repayment of interest in the amount of $86,003. During the ~~six~~nine months ended ~~March~~June 3130, 2025 ~~and March 31~~, ~~2024,~~ there were no investing activities versus ($586,019) used in investing activities in the prior period related to the reverse merger. During the ~~six~~nine months ended ~~March~~June 3130, 2025, our financing activities used cash of $90,500 to repay the outstanding convertible debt, and related party debt compared to $94362,~~903~~970 toprovided ~~repay~~by ~~related~~financing ~~party~~activities ~~debt~~ during the ~~six~~nine months ended ~~March~~June 3130, 2024 due to proceeds from related party loans.

Affiliate Loans.

Prior to the Merger with Renovo, the Company had no operations and generated no revenues. As a result, the Company entered into various lending arrangements with related parties to finance its activities in connection with the preparation of its SEC filings and the negotiation of the Merger transaction. These loans were made to the Company by James K. Toomey. Several of these loans are convertible at the option of Mr. Toomey into shares of the Company’s common stock.

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In connection with the Merger, the Company assumed all affiliated loans made to Renovo prior to the Merger, which consisted of loans made to Renovo by James K. Toomey, Lori M. Toomey, and Kristen Toomey, and their affiliated entities, including Conch and Shell Holdings, Inc., AMI Holdings, Inc., and Passing Through, LLC.

Each such affiliated loan made by one or more of James K. Toomey, Lori M. Toomey, and Kristen Toomey, and their affiliated entities, including Conch and Shell Holdings, Inc., AMI Holdings, Inc., and Passing Through, LLC (collectively referred to herein as the “Toomey Debtholders”) to the Company or Renovo prior to the Merger is referred to herein as an “Affiliate Loan” and collectively, such loans, “Company Affiliate Debt.”

The Company Affiliate Debt which was assumed by the Company from Renovo in connection with the Merger, including the Company Security (as defined below), is subordinated to a loan between 6 LLC and Hancock Whitney Bank (the “6 LLC Bank Loan”). The 6 LLC Bank Loan is secured by all of the assets of the Company and is secured by all of the assets of 6 LLC (the “6 LLC Security”). In addition, 6 LLC’s primary source of funds included loans made to 6 LLC by related parties and their affiliated entities (such loans collectively comprise the “6 LLC Affiliate Debt”). The 6 LLC Affiliate Debt, including the 6 LLC Security, is subordinated to the Bank Loan. The 6 LLC Affiliate Debt is secured by all of the assets of 6 LLC, and certain of the 6 LLC Affiliate Debt is secured by the assets of the Company (the “Company Security”).

During the ~~six~~nine months ended ~~March~~June 3130, 2025, the Company repaid $90,000 in principal and $27,746 in accrued interest related to its affiliated convertible debt. During the ~~six~~nine months ended ~~March~~June 3130, 2025, the Company repaid $58,258 in accrued interest related to its other affiliated debt.

As of ~~March~~June 3130, 2025, the aggregate principal amount of the Company Affiliated Debt was approximately $1,377,171 and the accrued interest thereon was approximately $~~271~~289,~~806~~490.

Set forth below is the outstanding Company Affiliate Debt as of the ~~March~~June 3130, 2025.

Affiliate Lender	Date ofOriginal Loan	Principal Amount Borrowed		Annual Interest Rate			Accrued Interest		Maturity Date
Passing Through, LLC (Toomey family trust/estate)	July 1, 2016	$	600,000		5.00	%	$	~~268~~275,~~249~~495	December 31, 2025
Conch and Shell Holdings, Inc.(extended Toomey family)	November 20, 2018	$	250,000		8.00	%	$	16,~~687~~639	December 31, 2025
James, Lori and Kristen Toomey	November 20, 2018	$	365,000		5.00	%	$	15,~~415~~568	December 31, 2025
Kristen Toomey	November 20, 2018	$	35,000		5.00	%	$	~~149~~585	December 31, 2025
James Toomey(1)	February 1, 2021	$	130,000		2.00	%	$	~~221~~869	December 31, 2025
James Toomey(1)	March 7, 2022	$	50,000		2.00	%	$	85334	December 31, 2025

________________

(1)	These notes were entered into by the Company prior to the Merger (and not assumed from Renovo in connection with the Merger) and therefore are not subordinated to the 6 LLC Bank Loan.
(2)	The outstanding principal and accrued interest balance of the convertible notes is convertible into the Company’s shares of common stock at the conversion price of $500.00 per share.

(1)	These notes were entered into by the Company prior to the Merger (and not assumed from Renovo in connection with the Merger) and therefore are not subordinated to the 6 LLC Bank Loan.

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Set forth below is the outstanding 6 LLC Affiliate Debt subject to the Company Security as of ~~March~~June 3130, 2025.

Affiliate Lender	Principal Amount Outstanding
James K. Toomey	$	100,000
Lori Toomey	$	300,000
Lori Toomey	$	500,000
James and Lori Toomey	$	50,000
Passing Through, LLC	$	189,545
Passing Through, LLC	$	100,000
Passing Through, LLC	$	100,000
Conch and Shell Holdings, Inc.	$	100,000
Conch and Shell Holdings, Inc.	$	248,725
Lori Toomey, Conch and Shell Holdings, Inc., and AMI Holdings, Inc.	$	225,000

The maturity dates of the 6 LLC Affiliate Debt have been extended to December 31, 2025.

Both the 6 LLC Affiliate Debt (and the Company Security thereof) and the Company Affiliate Debt (and the 6 LLC Security thereof) are subordinated to the 6 LLC Bank Loan which has a senior secured security interest in all of the assets of the Company and 6 LLC. Although the 6 LLC Bank Loan is by and between Hancock Whitney Bank and 6 LLC, all of the assets of the Company and all of the assets of 6 LLC, including the property on which the Company conducts business, are used to secure the 6 LLC Bank Loan. As a result, Lori Toomey (a director of the Company) has pledged her personal trust as additional collateral as security for the 6 LLC Bank Loan and she is required to maintain $1 million of liquid assets in her trust.

For more information relating to the Company Affiliated Debt and the 6 LLC Debt, please see Notes 8 and 9 to the Financial Statements.

Hancock Whitney Bank Loan

The outstanding amount owed under the 6 LLC Bank Loan as of ~~March~~June 3130, 2025 was approximately $1,~~661~~627,~~577~~399. Interest accrues on the 6 LLC Bank Loan at an annual rate of 6.735% and it matures on November 13, 2025. The 6 LLC Bank Loan has been on a year-to-year basis since 2019 and the parties historically have extended the 6 LLC Bank Loan and have entered into new loan agreements each year. However, there is no agreement to extend the 6 LLC Bank Loan each year and, as a result, there is a risk that the 6 LLC Bank Loan will not be extended beyond the current maturity date and, if it is extended, that the terms of such 6 LLC Bank Loan may be on terms more disadvantageous as those currently in place (i.e., higher interest rates to reflect current market conditions).

In the event that the 6 LLC Bank Loan is not extended or is otherwise terminated prematurely, and 6 LLC is unable to pay the outstanding balance of the 6 LLC Bank Loan, the Company may be required fulfil its obligations as a guarantor of the 6 LLC Bank Loan and repay the remaining outstanding balance of the 6 LLC Bank Loan, which may require the Company to sell its assets, seek equity investments, or replacement debt in order to raise sufficient capital. There is no assurance that the Company will be able to secure the necessary financing or funds to repay the 6 LLC Bank Loan or obtain such funds on favorable terms. If the Company is required to fulfil its obligations as a guarantor and is unable to secure the funds necessary to repay the 6 LLC Bank Loan, it may be difficult for us to continue our operations and if we do secure such funds, the terms thereof may be disadvantageous and have a significant negative impact on the Company’s financial position.

Special Short-Term Loans for Inventory Purchases.

Following Hurricanes Helene on September 26, 2024, and Milton on October 9, 2024, the Company had an opportunity to purchase additional inventory from the public at advantageous prices. In order to obtain sufficient cash in order to fully take advantage of this opportunity, which was expected to be available for only for a relatively short period of time, the Company entered into a credit agreement with Conch and Shell Holdings, Inc., a Florida corporation (“CAS”), with a line of credit in the aggregate amount of $200,000 (the “CAS Credit Agreement”) and a credit agreement with 6 LLC, with a line of credit in the aggregate amount of $100,000 (the “6 LLC Credit Agreement” and together with the CAS Credit Agreement, the “Credit Agreements”).

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James K. Toomey and Lori M. Toomey, directors of the Company (together the “Toomey Directors”) own shares in CAS. The Renovo Owners who received Merger Shares in connection with the Merger, which includes, among others, Randall M. Moritz, director, Keri A. Moritz, director, and the Toomey Directors, also are controlling equity holders of 6 LLC.

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The CAS Credit Agreement did not bear any interest expense, but rather provided for a flat fee payment of $500 to CAS, regardless of the amount drawn under such agreement. Under its terms, the CAS Credit Agreement was set to mature on December 20, 2024 and was required to be repaid in full on that date. Amounts due under the CAS Credit Agreement were permitted to be accelerated and be due and payable at CAS’ option immediately upon any incurrence of additional indebtedness or the occurrence of any merger, consolidation, sale of assets, and other customary events of default as set forth in the CAS Credit Agreement. If any Event of Default (as defined in the CAS Credit Agreement) exists and is continuing, amounts borrowed pursuant to the CAS Credit Agreement will then bear interest at a rate of 10% per annum.

The 6 LLC Credit Agreement also did not bear any interest expense, but rather provided for a flat fee payment of $250 to 6 LLC, regardless of the amount drawn under such agreement. The 6 LLC Credit Agreement was set to mature on December 20, 2024, and was required to be repaid in full on that date. Amounts due under the 6 LLC Credit Agreement were permitted to be accelerated and be due and payable at 6 LLC’s option immediately upon any incurrence of additional indebtedness or the occurrence of any merger, consolidation, sale of assets, and other customary events of default as set forth in the 6 LLC Credit Agreement. If any Event of Default (as defined in the 6 LLC Credit Agreement) exists and is continuing, amounts borrowed pursuant to the 6 LLC Credit Agreement will then bear interest at a rate of 10% per annum. Under the terms of both the CAS Credit Agreement the 6 LLC Agreement, the Company must first draw down all funds available under the CAS Agreement before any amounts may be drawn under the 6 LLC Credit Agreement.

On December 16, 2024, the Company repaid all amounts due pursuant to the CAS Credit Agreement and the 6 LLC Credit Agreement.

Subsequent Developments

OnIn ~~April~~order 2,for ~~2025,~~the Company to commence certain diligence and preliminary work on the ~~President~~Property in connection with potential development activities as part of its proposed capital expenditures, the ~~United~~Company ~~States~~has ~~outlined~~negotiated ~~steps~~and, toon ~~implement~~August ~~announced~~12, a2025, ~~change~~entered ininto ~~trade~~an ~~policies~~Amended ~~referred~~Lease toand asAmended Purchase Option Agreement with 6, LLC (“~~Liberation~~Amended ~~Day~~6, LLC Agreements”) ~~whereby~~to permit such the ~~trade~~Company to construct or install temporary or permanent improvements and ~~tariff~~to ~~relationships~~request ~~with~~or ~~other~~record ~~countries~~easements ~~would~~relating beto ~~reevaluated~~utilities and ~~renegotiated. In~~access, ~~particular~~including, anwithout ~~increase~~limitation, driveways, fencing, gates, and utility connections. Such improvements also may include those necessary to provide special dedicated access to the Company Real Property in ~~tariffs~~favor ~~were~~of ~~announced,~~the ~~with~~County ~~some~~during ~~taking~~storm ~~place~~conditions. These ~~immediately~~improvements shall be at the Company’s sole expense. Any such construction activities performed by or on behalf of the Company shall be at the Company’s sole expenses and are required to be conducted by properly licensed and qualified contractors, consultants, or other ~~which~~professionals. ~~have~~Under ~~been~~the ~~subsequently~~Amended ~~delayed~~6, ~~with~~LLC Agreements, the ~~exception~~Company may not permit any liens to attach to the Property by reason of ~~China~~the ~~where~~exercise ~~even~~of ~~higher~~its ~~tariff~~rights ~~rates~~thereunder, ~~have~~except ~~been~~any ~~announced~~lien bonded or certain insured identified therein.

~~Although~~The ~~the~~above ~~impact~~is ofonly ~~the~~a ~~tariffs~~summary ~~and trade policy discussions with other nations cannot be fully determined which these discussions are ongoing and many~~ of the ~~tariffs~~Amended ~~have~~Lease ~~been~~and ~~delayed, such tariffs could have an adverse impact on~~ the ~~Company’s~~Amended ~~future~~Purchase ~~operations~~Option ~~and profitability~~Agreement. ~~Such~~A ~~tariffs~~complete ~~and~~copies ~~trade~~of ~~discussions~~the ~~could~~Amended ~~result~~Lease ~~in an increase costs associated with pour scrap metal purchases, supply chain disruptions, an overall reduction in consumer confidence~~ and ~~demand, and an overall economic slowdown. The impact on~~ the ~~general~~Amended ~~economy~~Purchase ~~will~~Option beAgreement ~~subject~~have tobeen afiled ~~number of factors that cannot be determined at this time, such~~ as ~~whether~~Exhibits ~~other~~to ~~countries~~10.1 ~~will retaliate~~ and ~~the spiral effect that could have~~10.2, ~~uncertain duration of trade conflicts~~respectively, ~~the~~to ~~possibility~~this ofForm ~~legal challenges or Congressional action~~10-Q, and ~~impact~~each onis ~~the~~incorporated ~~reputation~~herein ofby Ureference.~~S. companies abroad.~~

30 Table of Contents

Because the Company does not have operations outside of its local Florida location, it is not directly impacted by the impact on foreign trade or currency exchange rate fluctuations, nor is it directly subject to supply chain issues that may be affect by foreign imports. However, the Company could be indirectly affected by these matters as it relates to the purchasers of its scrap materials, including the possibility of reduced consumer confidence and demand. Adverse economic consequences to such customers may curtail their purchases and adversely impact our operations

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “Smaller Reporting Company”, the Company is not required to provide the information required by this Item.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedure

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report. Based upon that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of the end of such period, our disclosure controls and procedures were not effective as of ~~March~~June 3130, 2025 due to material weakness in our internal control over financial reporting in providing reasonable assurance in timely alerting management to material information relating to the Company and that information required to be disclosed in our reports is recorded, processed, summarized, and reported as required to be included in our periodic filings with the Commission.

The Company is currently evaluating a number of steps to enhance our disclosure controls and procedures, as well as our internal control over financial reporting, and address these material weaknesses, including: appointing specific financial reporting personnel with technical accounting and financial reporting experience, adopting policies to ensure proper internal communications and review in connection with non-routine transactions, enhancing our internal review procedures during the financial statement closing process, and designing and implementing journal entry procedures and controls. Following the completion of the Merger, the Company contracted with a financial consultant and is continuing to evaluate additional steps to enhance its disclosure controls and procedures including evaluating whether to retain additional consultants. This analysis is still under review. Despite the existence of these material weaknesses, the Company believes the financial information presented herein is materially correct and in accordance with generally accepted accounting principles in the United States.

Changes in Internal Control over Financial Reporting

There were no significant changes in our internal controls or in other factors that could significantly affect our disclosure controls and procedures subsequent to the date of the above referenced evaluation. Furthermore, there was no change in our internal control over financial reporting or in other factors during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are presently no pending legal proceedings to which the Company, any of its subsidiaries, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

ITEM 1A. RISK FACTORS

As a “Smaller Reporting Company”, the Company is not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS ~~UPON~~ON ~~SENIOR~~ SECURITIES

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

~~(a)~~Director ~~None. (b) None (c) None~~Compensation

32On ~~Table~~August 4, 2025, based on the recommendation of ~~Contents~~the Compensation Committee, the Board of Directors of the Company approved a Director Compensation Plan (the “Director Compensation Plan”) pursuant to which directors would receive both an annual cash compensation for their services (“Cash Retainer”) and an annual equity grant (“Annual Equity Retainer”).

~~ITEM~~The 6.amount ~~EXHIBITS~~of the Cash Retainer, which is based on whether the director is an employee or officer of the Company, is as follows:

31.1 --	Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(a)), with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. *
31.2 --	Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(a)), with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. *
32.1 --	Certificate of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(b)). *
32.2 --	Certificate of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(b)). *
101.INS	XBRL Instance Document.*
101.SCH	XBRL Taxonomy Extension Schema Document *
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF	XBRL Taxonomy Extension Definition Linkbase *
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document *
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document *
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). *

	·	Non-Employee, Non- Offer Directors - $10,320, payable in $2,580 quarterly installments.

	·	Officer Directors - $13,760, payable in $3,440 quarterly installments.

	·	Employee Directors - $3,440, payable in $860 quarterly installments

* Exhibit33 ~~Filed~~Table ~~Herewith~~of Contents

33In ~~Table~~setting the amount of ~~Contents~~the Cash Retainer, the Bord determined that employee directors should only receive nominal amounts since they are already receiving compensation for their services. As it relates to officer directors, the Board noted that its officers are not paid employees and should receive additional compensation as compared to employee directors, but less than that payable to Non-Employee, Non- Offer Directors. The Cash Retainer is based on 5 regular meetings of the board of Directors. To the extent that additional meetings are called, each director would receive an additional $100 payment for each such board meeting attend by them.

~~SIGNATURES~~The Board also approved the payment of that a flat annual fee of $100 for service by a director on each committee of the board of directors on which he or she serves. As the duties and responsibilities of the committee members increase and require further time and effort, the Board will re-evaluate the committee compensation based on the facts and circumstances and existing compensation trends available at that time.

InFinally, ~~accordance~~the ~~with~~Board ~~Section~~approved 13an orAnnual ~~15(d)~~Equity Retainer of 100 shares of the ~~Securities~~Company’s ~~Exchange~~Common ~~Act~~Stock. Although the Corporation’s Common Stock is not currently traded on any stock exchange and the value of ~~1934~~such shares is relatively nominal, the ~~registrant~~Board ~~has~~concluded ~~caused~~that ~~this~~directors ~~report~~should have some ownership interests in the Company to bealign ~~signed~~their oneconomic ~~its~~interests ~~behalf~~with bythat of the ~~undersigned,~~Company’s ~~thereunto~~stockholders ~~duly~~in ~~authorized~~any further growth of the Company.

	KINGFISH HOLDING CORPORATION
Date: May 15, 2025	By:	/s/ Ted Sparling
		Ted Sparling
		Chief Executive Officer
		(Principal Executive Officer)

The director compensation arrangements approved by the Board will be retroactively effective as of April 19, 2024 (“Effective Date”), the date that the Renovo Resource Solutions, Inc. merged with an into Kingfish Holding Corporation (the “Merger”).

34Pre-Merger Director Contingent Bonus Compensation

The Board also noted that those individuals serving as directors and officers of Kingfish Holding Corporation prior to the Merger had not received any significant compensation for their services, notwithstanding the significant amount of time and effort spent by each of them to, among other things: (a) clean-up the outstanding receivables and financial records of the corporation, (b) prepare the necessary filings with the Securities and Exchange Commission to reactivate and maintain the public company status of the corporation, and (c) the negotiation and consummation of the merger with Renovo Resource Solutions, Inc.

The Board determined, based on recommendation of the independent member of the Compensation Committee (with Messrs. Sparling and La Manna abstaining due to their personal economic interest in this discussion), that a one-time contingent payment of $100,000 to each Pre-Merger Director (Jim Toomey, Ted Sparling, and Jim La Manna, the “Pre-Merger Directors”) would be a fair payment for their services from 2018 to the closing of the merger on April 19, 2024 when the Company had no funds from which to compensate them for their services (“Pre-Merger Bonus Compensation”).

However, based on the current financial needs of the Company and the lack of sufficient funds to pay such amounts, the independent member of the Compensation Committee recommended, and the Board approved, the contingent payment of Pre-Merger Bonus Compensation to each of the Pre-Merger Directors; provided, however, that such Pre-Merger Bonus Compensation shall be payable only in shares of the Company’s common stock if, and when, the Company’s common stock resumes trading in the over the counter market or on a stock exchange, whichever should first occur (the “Trading Market Condition”). Assuming the satisfaction of the Trading Market Condition, any such Pre-Merger Bonus Compensation shall not be payable unless and until ninety (90) days after the trading of the Corporation’s common stock resumes, if ever, in the over-the-counter market or on a stock exchange, whichever should first occur (the “Issuance Date”). The common stock to be issued in payment of the Pre-Merger Bonus Compensation shall be determined by calculating the average closing price of the common stock during the 5 trading days prior to the Issuance Date. No Pre-Merger Bonus Compensation shall be payable if the Trading Market Condition is not satisfied.

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ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

10.1		First Amendment to Lease Agreement, dated August 12, 2025, by and between Kingfish Holding Corporation and 6, LLC. *

10.2		First Amendment to Purchase Option Agreement, dated August 12, 2025, by and between Kingfish Holding Corporation and 6, LLC.*

31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(a)), with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. *

31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(a)), with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.*

32.1		Certificate of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(b)). *

32.2		Certificate of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted under Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 15d-14(b)). *

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). *

101.SCH		Inline XBRL Taxonomy Extension Schema Document *

101.CAL		Inline XBRL Taxonomy Extension Calculation Document *

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase *

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document *

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document *

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). *

* Exhibit Filed Herewith

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SIGNATURES

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

	KINGFISH HOLDING CORPORATION
Date: August 13, 2025	By:	/s/ Ted Sparling
		Ted Sparling
		Chief Executive Officer
		(Principal Executive Officer)

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