T-REX Acquisition Shifts to Crypto Mining, Faces Profitability Hurdles

TL;DR

**TRXA is a speculative bet on Bitcoin's future, but its unproven model and heavy competition make it a high-risk play for traders.**

AI Summary

T-REX Acquisition Corp. (TRXA) reported a strategic pivot to cryptocurrency mining and virtual asset acquisition, commencing Bitcoin mining on February 17, 2022. The company acquired a data center in Orofino, Idaho, in March 2025 for $507,000, financed by an 8% note payable of $267,555, a promissory note to President Frank Horkey for approximately $207,000, and a $32,445 closing credit. TRXA's market value of non-affiliate common equity was approximately $6,389,318 as of December 31, 2024, with 25,067,479 shares outstanding as of October 30, 2025. The company has a history of operating losses and an unproven business model in a highly competitive and rapidly evolving industry. Key risks include Bitcoin price volatility, potential obsolescence of ASIC miners, and reliance on Clearwater Electric for power. TRXA plans to expand beyond direct mining into co-location hosting and equipment sales.

Why It Matters

TRXA's pivot into the volatile cryptocurrency mining sector presents a high-risk, high-reward scenario for investors. The company's unproven business model and history of losses, coupled with intense competition from well-capitalized players like Marathon Digital Holdings and Riot Platforms, means significant uncertainty. Employees face job security risks if the company cannot achieve profitability, while customers of its planned co-location services will depend on TRXA's operational stability. The broader market will watch to see if TRXA can carve out a niche in an increasingly crowded and capital-intensive industry, especially given its reliance on Bitcoin's sustained prominence.

Risk Assessment

Risk Level: high — TRXA explicitly states it has a 'history of operating losses' and an 'unproven business model' in a 'highly competitive and rapidly evolving' industry. The company's significant capital investment of $507,000 in the Orofino, Idaho data center, financed partly by an 8% note payable and a promissory note to its President, Frank Horkey, highlights its financial strain and reliance on debt, indicating substantial operational and financial risk.

Analyst Insight

Investors should approach TRXA with extreme caution, recognizing its speculative nature and high risk. Await evidence of sustained profitability and successful execution of its co-location and equipment sales strategies before considering an investment. Diversify any exposure to the cryptocurrency mining sector.

Financial Highlights

debt To Equity

Not Disclosed

revenue

Not Disclosed

operating Margin

Not Disclosed

total Assets

Not Disclosed

total Debt

Not Disclosed

net Income

Not Disclosed

eps

Not Disclosed

gross Margin

Not Disclosed

cash Position

Not Disclosed

revenue Growth

Not Disclosed

Key Numbers

• $6.39M — Aggregate market value of non-affiliate common equity (As of December 31, 2024, indicating limited market capitalization.)
• 25.07M — Shares of common stock issued and outstanding (As of October 30, 2025, reflecting the company's share count.)
• $507,000 — Acquisition cost of Orofino, Idaho data center (Closed in March 2025, a significant capital investment for TRXA's new strategy.)
• $267,555 — 8% note payable to seller (Part of the Orofino data center acquisition financing, due May 15, 2025.)
• $207,000 — Promissory note to Frank Horkey (Part of the Orofino data center acquisition financing, indicating insider financing.)
• $93,000 — Costs of operation paid on behalf of seller (Capitalized into the acquisition cost of the Orofino facility for the five-month period prior to closing.)
• 4 — Number of consultants (As of the filing date, indicating a lean operational structure.)
• 2022-02-17 — Date Bitcoin mining began (Marks the start of TRXA's primary operational focus.)
• 2025-03 — Month Orofino data center acquisition closed (Significant operational milestone for TRXA's expansion.)

Key Players & Entities

• T-REX Acquisition Corp. (company) — registrant
• Frank Horkey (person) — President and Chief Financial Officer, lender of approximately $207,000
• Michael Christiansen (person) — Secretary/Treasurer
• Antonio Oliveira (person) — Chief Technology Officer
• Raptor Mining LLC (company) — subsidiary for cryptocurrency mining
• Megalodon Mining and Electric, LLC (company) — subsidiary for co-location business model
• Sabretooth Mining Containers, LLC. (company) — subsidiary for fabricating mining containers
• Clearwater Electric (company) — energy provider for Orofino facility
• Marathon Digital Holdings, Inc. (company) — competitor
• Riot Platforms, Inc. (company) — competitor

FAQ

Risk Factors

• History of Operating Losses [high — financial]: TRXA has a history of operating losses and expects to continue incurring losses in the foreseeable future. There is no assurance that the company will ever become profitable or consistently sustain profitability, which poses a significant financial risk.
• Unproven Business Model in Evolving Industry [high — market]: The company has recently shifted its focus to cryptocurrency mining and virtual asset acquisition, a strategy that is new and unproven. This is compounded by the fact that the cryptocurrency industry itself is new and rapidly evolving, increasing the risk of failure.
• Potential Decline in Bitcoin Prominence [high — market]: Emerging cryptocurrencies with advanced technology or greater efficiency could supplant Bitcoin. Factors like regulatory shifts, environmental concerns, or technological breakthroughs could reduce Bitcoin's demand and market value, negatively impacting TRXA's primary revenue source.
• Unknown Factors Affecting Bitcoin Demand [medium — market]: The demand for Bitcoin could decline due to unforeseen factors such as technological obsolescence, macroeconomic shifts, unexpected regulatory changes, or the rise of Central Bank Digital Currencies (CBDCs). The unpredictable nature of the crypto market presents a significant risk.
• Reliance on ASIC Miners [medium — operational]: TRXA has deployed ASIC miners specifically designed for Bitcoin mining. The potential obsolescence of this specialized hardware or shifts in mining algorithms could render these assets ineffective, impacting operational capacity.
• Dependence on Power Provider [medium — operational]: The company's operations are reliant on Clearwater Electric for power. Any disruption or significant increase in power costs from this provider could materially impact profitability and operational continuity.

Industry Context

The cryptocurrency mining industry is highly competitive and rapidly evolving, characterized by significant technological advancements and price volatility. Companies like TRXA face challenges from established players and emerging technologies. The industry is also subject to increasing scrutiny regarding energy consumption and regulatory frameworks, pushing for more sustainable and compliant operations.

Regulatory Implications

The cryptocurrency industry faces evolving regulatory landscapes globally. TRXA's operations could be impacted by new regulations concerning mining, virtual asset trading, or taxation. Compliance with these regulations, which can vary significantly by jurisdiction, presents an ongoing challenge and potential risk.

What Investors Should Do

1. Monitor Bitcoin price volatility and industry trends.
2. Evaluate the success of TRXA's expansion into co-location hosting.
3. Assess the company's ability to manage operational costs, particularly energy.
4. Review future financial statements for signs of profitability and operational efficiency.

Key Dates

• 2022-02-17: Began Bitcoin mining — Marks the commencement of TRXA's primary operational focus in cryptocurrency mining.
• 2025-03: Acquisition of Orofino, Idaho data center closed — A significant capital investment and operational milestone for TRXA's strategy to consolidate mining operations and expand into co-location hosting.
• 2025-05-15: 8% note payable to seller due — Represents a near-term debt obligation related to the Orofino data center acquisition.

Glossary

ASIC miners

Application-Specific Integrated Circuit miners are specialized hardware designed for a single purpose, in this case, mining cryptocurrencies like Bitcoin. (TRXA relies on these for its Bitcoin mining operations, and their obsolescence is a key risk.)

Co-location hosting

A business model where a company with data center infrastructure rents space and power to third parties for their mining equipment in exchange for fees. (TRXA plans to expand into this area, diversifying its revenue streams beyond direct mining.)

Proof-of-Work

A consensus mechanism used by many cryptocurrencies, including Bitcoin, that requires significant computational power to validate transactions and create new blocks. (Environmental concerns surrounding Proof-of-Work are cited as a risk factor that could impact Bitcoin's prominence.)

Virtual asset acquisition

The process of acquiring digital assets, which in TRXA's context likely refers to acquiring cryptocurrencies or related digital infrastructure. (This is part of TRXA's stated business strategy alongside cryptocurrency mining.)

Year-Over-Year Comparison

The provided text focuses on the current fiscal year ending June 30, 2025, and does not contain comparative data from the previous filing (likely ending June 30, 2024). Therefore, a direct comparison of key metrics like revenue growth, margin changes, or new risks cannot be made based on this information. The strategic pivot to cryptocurrency mining and the acquisition of the Orofino data center are significant developments that would likely represent a substantial shift from prior operations.

Key Financial Figures

• $0.0001 — stock issued and outstanding (par value $0.0001). Documents incorporated by reference
• $93,000 — ior to the acquisition of approximately $93,000 (as part of the purchase consideration)
• $507,000 — italized into the acquisition cost. The $507,000 acquisition cost was financed with an 8
• $267,555 — 8 percent note payable to the seller of $267,555 due May 15, 2025, and a second promisso
• $207,000 — orkey, our President, for approximately $207,000 and a previous closing credit of approx
• $32,445 — revious closing credit of approximately $32,445. We formed Sabretooth Mining Container

Filing Documents

• trex_10k.htm (10-K) — 1682KB
• trex_ex231.htm (EX-23) — 2KB
• trex_ex311.htm (EX-31.1) — 13KB
• trex_ex321.htm (EX-32.1) — 5KB
• trex_ex231img1.jpg (GRAPHIC) — 15KB
• trex_10kimg1.jpg (GRAPHIC) — 13KB
• 0001477932-25-007836.txt ( ) — 8642KB
• trxa-20250630.xsd (EX-101.SCH) — 87KB
• trxa-20250630_lab.xml (EX-101.LAB) — 431KB
• trxa-20250630_cal.xml (EX-101.CAL) — 55KB
• trxa-20250630_pre.xml (EX-101.PRE) — 362KB
• trxa-20250630_def.xml (EX-101.DEF) — 241KB
• trex_10k_htm.xml (XML) — 1731KB

Business

Business 4 Item 1A.

Risk Factors

Risk Factors 7 Item 1B. Unresolved Staff Comments 14 Item 1C. Cyber Security 14 Item 2.

Properties

Properties 15 Item 3.

Legal Proceedings

Legal Proceedings 15 Item 4. Mine Safety Disclosures 15 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 16 Item 6.

Selected Financial Data

Selected Financial Data 23 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 24 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 28 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data F-1 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 29 Item 9A.

Controls and Procedures

Controls and Procedures 29 Item 9B. Other Information 30 PART III Item 10. Directors, Executive Officers and Corporate Governance 31 Item 11.

Executive Compensation

Executive Compensation 33 Item 12.

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

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 36 Item 13. Certain Relationships and Related Transactions, and Director Independence 37 Item 14. Principle Accounting Fees and Services 37 PART IV Item 15. Exhibits and Financial Statement Schedules 37 CERTIFICATIONS Exhibit 31 – Management certification Exhibit 32 – Sarbanes-Oxley Act 2 Table of Contents PART I Forward-Looking Information This Annual Report of T-REX Acquisition Corp. on Form 10-K contains forward-looking statements, such as "anticipates," "believes," "expects,", "may", "will", "plans," "intends," "objectives," and similar expressions. These statements reflect management's best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under "Management's Discussion and Analysis and Plan of Operations," as well as elsewhere in this Annual Report on Form 10-K. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. New risks emerge from time to time; therefore, it is not possible to predict all risks. No representation, guaranty, or warranty is to be inferred from forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur,

BUSINESS

ITEM 1. BUSINESS Industry Information Provide up to date industry information and cite source of data. Description of Business Cryptocurrency Mining and Virtual Asset Acquisition We were formed on January 16, 2008, in the state of Nevada under the name Plethora Resources, Inc. as a development stage enterprise. The Company was originally organized to engage in the business of consulting to oil and gas exploration companies interested in obtaining exploration and production licenses at auction for oil and gas properties in Russia. We later changed its name to Sync2 Networks Corp when the Company began to engage in software-related services. On March 20, 2014, we changed our name to TREX Acquisition Corp. after its business operations under the Sync2 Networks' branding had ceased. On June 21, 2021, we pivoted from seeking an acquisition candidate to operating a cryptocurrency mining business. On February 17, 2022, we began mining Bitcoin at Ace Hosting, a Tampa, Florida data center located. On June 30, 2022, the Company changed its name to "T-REX Acquisition Corp." Investing in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the risk factors discussed in Section 1A, " Risk Factors ". Subsidiaries As of June 30, 2025, we were a holding company with the following subsidiaries: Raptor Mining LLC, a Florida limited liability company (" Raptor "); and TRXA Merger Sub, Inc., an inactive Delaware corporation (" Merger Sub "), Megalodon Mining and Electric, LLC, a Florida limited liability company (" Megalodon "), Sabretooth Mining Containers, LLC., a Florida limited liability company (" Sabretooth "), and Deinodon, a Florida limited liability company (" Deinodon "). Raptor Mining's operations include our cryptocurrency mining operations and virtual asset acquisitions. We formed Megalodon to investigate and potentially pursue a cryptocurrency co-location business model. T

RISK FACTORS

ITEM 1A. RISK FACTORS General Risks We have a history of operating losses, and we may be unable to achieve or sustain profitability. We have a history of unprofitable operations and losses. We expect to continue to incur losses for the foreseeable future. Our losses could increase as we continue to work to develop our business. There is no assurance that we will ever become profitable or consistently sustain profitability We have an unproven business model We have recently shifted our focus to our blockchain and cryptocurrency mining business, and we may be unsuccessful in this business. Prior to July 2021, we did not have any operations. In July 2021, we pursued a blockchain and cryptocurrency related business. Currently, our primary operations are focused on our cryptocurrency mining business. We have acquired a data center and certain mining equipment in Orofino, Idaho for the purposes of consolidating our present mining operations and to expand into the co-location hosting market. Our current strategy is new and unproven in an industry that is itself new and evolving and is subject to the risks discussed herein. Although Bitcoin is presently the most prominent cryptocurrency, another cryptocurrency could supplant it as the most prominent cryptocurrency, which could have a materially negative effect on the demand for Bitcoin and, therefore, on its conversion spot price. Emerging cryptocurrencies with advanced technology, greater efficiency, or better scalability could surpass Bitcoin in prominence. For instance, Ethereum's smart contract capabilities or Solana's transaction speed challenge Bitcoin's position. Regulatory shifts or institutional adoption of competitors could further reduce Bitcoin's demand. Additionally, environmental concerns surrounding Bitcoin's Proof-of-Work mechanism may push users toward greener alternatives like Cardano. A loss of dominance could erode Bitcoin's market value and diminish its network effect. Thus, Bitcoin's conti

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