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美国

证券交易委员会

华盛顿\nD.C. 20549

表格\n10-K

(选择\n一个)

☒\n根据1934年证券交易法第13或15(d)条的年度报告

截至\n6月30日，2026

☐\n根据1934年证券交易法第13或15(d)条的过渡报告

截至\n从 _______ 到 _______ 的过渡期。

委员会\n文件编号： 000-55406

夜食\n控股公司

(注册人章程中指定的名称)

\n \n \n \n \n \n \n \n \n \n \n \n \n

内华达州		46-3885019
(州\n 或其他司法管辖区)		(IRS\n 雇主
注册\n 或组织)		识别\n 号码)

注册人的\n主要办公地址

13501\n南主街，洛杉矶，CA 90061

注册人的\n电话号码，包括区号：

(866-291-7778)

根据证券交易法第12(b)条注册的证券：

\n \n \n \n \n \n \n \n \n \n \n \n \n

每类的名称		交易\n 符号		每种证券在交易所的名称
无		无		无

根据证券交易法第12(g)条注册的证券：

\n \n \n \n \n

普通\n 股票，面值0.001美元

(类别\n 名称)

通过复选框表明注册人是否为知名资深发行人，根据《证券法》第405条的定义。

是\n☐ 否\n☒

通过复选框表明注册人是否不需要根据《证券交易法》第13或15(d)条提交报告。

是\n☐ 否\n☒

通过复选框表明注册人（1）是否在前12个月内（或注册人需要提交此类报告的较短期间）提交了所有根据《1934年证券交易法》第13或15(d)条应提交的报告，以及（2）是否在过去90天内受到此类提交要求的约束。是\n☒ 否 ☐

通过复选框表明注册人是否在前12个月内（或注册人需要提交此类文件的较短期间）提交了根据规章S-T第405条（§ 232.405）应提交的每个交互式数据文件。是\n☒ 否 ☐

通过复选框表明注册人是大型加速提交者、加速提交者、非加速提交者、较小报告公司或新兴成长公司。请参见《交易法》第12b-2条中对“大型加速提交者”、“加速提交者”、“较小报告公司”和“新兴成长公司”的定义。

\n \n \n \n \n \n \n \n \n \n

大型\n 加速提交者 ☐	加速\n 提交者 ☐
非加速\n 提交者 ☒	较小的\n 报告公司 ☒
新兴成长型公司 ☐

如果是一家新兴成长型公司，请通过勾选方框表明注册人是否选择不使用根据《交易法》第13(a)条规定的任何新修订的财务会计标准的延长过渡期。 ☐

通过勾选方框表明注册人是否已由为其出具或签发审计报告的注册公众会计公司提交了其管理层对财务报告内部控制有效性的评估报告和鉴证报告。 ☐

如果证券根据《法案》第12(b)条注册，请通过勾选方框表明注册人提交的文件中包含的财务报表是否反映了对先前发布财务报表的错误更正。 ☐

通过勾选方框表明这些错误更正中是否有需要根据§ 240.10D-1(b)对注册人高管在相关回收期内获得的基于激励的薪酬进行回收分析的重述。 ☐

通过勾选方框表明注册人是否为壳公司（根据《法案》第12b-2条定义）。是 ☐ 否 ☒

注册人普通股的总市值，面值 $0.001\n每股市值（“普通股”），根据2025年12月31日的最后售价计算，即注册人最近完成的第二个财政季度的最后一个营业日，约为 $9,836,876.

截至2026年10月12日，注册人普通股的流通股数为 545,254,601\n股。

			页码

第一部分。		1
项目 1。	业务		1
项目 1A。	风险因素		6
项目 1B。	未解决的工作人员意见		6
项目 1C	网络安全		6
项目 2。	财产		6
项目 3。	法律诉讼		6
项目 4。	矿井安全披露		6

第二部分。		7
项目 5。	注册人普通股的市场、相关股东事项和发行人购买权益证券		7
项目 6。	保留		8
项目 7。	管理层对财务状况和经营成果的讨论与分析		9
项目 7A。	关于市场风险的定量和定性披露		21
项目 8。	财务报表和补充数据		22
项目 9。	与会计师在会计和财务披露方面的变更和分歧		23
项目 9A。	控制和程序		23
项目 9B。	其他信息		25
项目 9C。	关于限制检查的外国司法管辖区的披露		25

第三部分。		26
第 10 项。	董事、高级管理人员和公司治理		26
第 11 项。	高级管理人员薪酬		30
第 12 项。	特定受益所有人和管理层的证券所有权及相关股东事项		33
第 13 项。	某些关系和相关交易，以及董事的独立性		34
第 14 项。	主要审计费用和相关服务		35

第四部分。		36
第 15 项。	附录、财务报表附表		36
第 16 项。	10-K 表格摘要		38

第一部分

关于前瞻性信息的警示说明

本年度报告中作出的某些陈述涉及已知和未知的风险、不确定性和其他因素，这些因素可能导致我们的实际结果、表现或成就与任何未来结果、表现或成就（明示或暗示）有重大差异。本文包含的前瞻性声明基于当前的期望，这些期望涉及许多风险和不确定性。我们的计划和目标部分基于假设，这些假设涉及对诸如未来经济、竞争和市场状况、与业务支持服务和外包业务流程相关的技术发展以及未来商业决策等的判断，所有这些都很难或不可能准确预测，其中许多是超出我们控制范围的。

尽管我们认为前瞻性声明所依据的假设是合理的，但任何假设都可能被证明是不准确的，因此不能保证本文所包含的前瞻性声明将被证明是准确的。鉴于本文包含的前瞻性声明中固有的重大不确定性，特别是考虑到我们目前的运营状况，包含此类信息不应被视为我们或任何其他人的声明，即我们的目标和计划将得以实现。可能导致实际结果与前瞻性声明中表达或暗示的结果有重大差异的因素包括但不限于本文下文“业务”标题下所述的因素。

第 1 项。业务概览

Nightfood Holdings 于 2013 年 10 月 16 日在内华达州成立，作为 Nightfood, Inc. 重组的一部分，该公司于 2010 年 1 月 14 日作为纽约州公司成立，成为 Nightfood Holdings 的首家全资子公司。我们也是 MJ Munchies, Inc. 的唯一股东，该公司目前在内华达州已撤销，拥有某些知识产权，但截至这些财务报表所涵盖的期间，该公司没有开展任何业务。

Nightfood Holdings 通过五家全资子公司运营，这些子公司共同使我们能够抓住酒店和餐饮行业对自动化和效率日益增长的需求：TechForce Robotics, Inc.（前身为 Skytech Automated Solutions Inc.），Future Hospitality Ventures Holdings Inc.（d/b/a RoboOp365），SWC Group, Inc.（d/b/a CarryOutSupplies.com），Victorville Treasure Holdings, LLC 和 Treasure Mountain Holdings, LLC。

Treasure Mountain Holdings, LLC 是一家位于加利福尼亚州兰乔米拉奇 71700 号公路的酒店，邮编 92270。该物业自 2025 年 9 月 30 日起由公司所有。这两家酒店物业均受到合并财务报表第 5 号注释中所述的抵押贷款应付款的约束。

TechForce Robotics, Inc.，或称 TechForce 或 Skytech，是一家特拉华州公司，我们于 2025 年 3 月 31 日收购了该公司，它作为公司的运营核心，得到了在酒店运营方面拥有深厚专业知识的团队支持，并且有构建、管理和扩展酒店和餐饮平台的可靠记录。这种运营实力使 TechForce 能够推动机器人和人工智能增强的自动化解决方案的部署，确保无缝融入日常运营。管理层认为 Skytech 的丰富经验是关键的差异化因素，使公司能够在许多机器人竞争对手可能挣扎的地方执行任务。

Future Hospitality Ventures Holdings Inc.，或称 FHVH，Ventures Holdings 或 Future Hospitality，是一家内华达州公司，我们于 2024 年 2 月 2 日收购了该公司，它通过提供先进的人工智能驱动的机器人系统来增强这一基础，这些系统旨在降低劳动力成本、提高效率并改善消费者体验。在加利福尼亚州 2025 年食品服务和酒店业最低工资上涨前不久推出，Ventures Holdings 从行业对自动化的更高意识和紧迫性中受益。其即插即用的解决方案专为轻松集成到餐厅、酒店、医疗机构、学校食堂和其他食品服务环境而设计，对我们来说，为管理多个地点的运营商提供指数级效益是我们的初始战略重点。

SWC Group, Inc.，或称 SWC，是一家加利福尼亚州公司，我们于 2025 年 3 月 31 日收购了该公司，进一步完善了公司的生态系统，该公司在美国已为超过 6,000 家食品服务运营商提供服务。作为定制印刷食品服务包装领域的知名领导者，SWC 产生持续收入，同时为向行业决策者群体交叉销售我们的机器人解决方案提供了现成的分销和营销渠道。

2025年8月27日，公司通过一笔全股权交易完成了对假日酒店维克托维尔店（一家155间客房的酒店物业）的收购，交易估值约为3900万美元（不包括713万美元的或有对价），其中包括公司发行的216,667股C系列可转换优先股。该物业是公司最近收购的两家酒店资产之一，旨在支持公司在酒店业的运营存在，并在运营中的酒店环境中评估其机器人解决方案。

2025年9月30日，公司完成了对兰乔米拉奇希尔顿有限责任公司（Hilton Garden Inn Palm Springs - Rancho Mirage的业主）的收购，总对价约为4228万美元（不包括480万美元的或有对价），通过发行176,167股C系列可转换优先股支付。

这些酒店物业支持公司的酒店运营业务，并为评估和展示其机器人解决方案提供了运营环境。这两处物业均设有第5号附注中所述的抵押贷款应付票据。

下图展示了本年度报告发布之日的公司结构。

$\"\"$

最新进展

2026年9月17日，公司宣布成立TechForce Advanced Manufacturing, Inc.（“TAMI”），这是一家内华达州公司，旨在支持公司计划进入半导体制造设备行业的扩张。截至2026年10月12日，公司正在与台湾公司JUN LONG MACHINE INDUSTRIAL CO., LTD.（“JUN LONG”）谈判，拟收购其指定的知识产权和技术资产。最终协议尚未达成或执行，拟议交易也尚未完成。

在目前谈判的结构下，公司将收购与晶圆分选机和自动光学检测（“AOI”）系统相关的技术及知识产权，包括设计、软件、固件、技术文档和制造专有技术。公司将拥有收购的资产，并向TAMI授予独家、全球性、免版税的许可，以使用该技术制造、销售和支持产品。拟议交易仅作为指定知识产权和技术资产的收购进行结构设计。

拟议的收购对价将包括公司发行的C系列可转换优先股和向JUN LONG发行的TAMI 49%股权，公司保留51%的控股股权。双方还在谈判与JUN LONG引入的新客户产生的合格收入挂钩的单独的基于业绩的优先股激励措施。对价、激励条款和其他交易条款仍需协商并达成最终协议。

TAMI的初始商业重点将是8英寸和12英寸硅晶圆的晶圆分选机和AOI系统的制造和商业化，包括支持Chip-on-Wafer-on-Substrate、Chip-on-Panel-on-Substrate和其他先进半导体封装技术的应用。TAMI预计将以自己的名义开展业务，使用自己的设施和设备，并培养自己的员工队伍。该公司预计通过公司间的贷款提供战略监督、商业化支持、上市公司基础设施和资金。JUN LONG预计将在仍需协商的安排下提供有限的技术支持和培训。

在签署最终协议、满足适用的交割和监管要求、建立制造能力、资金可用性和客户需求的前提下，公司预计将在2026年第四季度开始生产并产生初始收入。收入确认将取决于适用的合同条款、交付和验收要求以及美国通用会计准则。无法保证该拟议交易将完成，也无法保证在目标期内开始生产和收入。

我们的愿景

展望未来，公司计划将其机器人和自动化解决方案从酒店业扩展到其他劳动密集型行业，包括医疗机构、会展中心、教育机构和大型娱乐场所，同时计划进入半导体制造设备行业。通过TechForce Advanced Manufacturing，公司预计将其自动化、商业化和上市公司能力应用于半导体自动化和检测系统的开发、制造、商业化、安装和支持，最初专注于8英寸和12英寸硅晶圆的晶圆分选机和自动光学检测系统及相关先进封装应用。通过结合TechForce的运营专长、Future Hospitality的先进人工智能机器人、SWC广泛的客户资源、我们自有的酒店资产作为创新测试平台，以及JUN LONG的技术专长、制造专业知识、产品开发能力和客户关系，公司旨在打造一个多元化、垂直整合的平台，旨在推动多个行业的创新、效率和长期股东价值。TechForce Advanced Manufacturing的计划仍需完成最终协议和其他适用的商业、运营和资质要求。

我们的产品和服务

公司提供机器人、自动化和食品服务包装产品及服务，并正在进入半导体自动化和检测设备领域。通过TechForce Robotics和Future Hospitality，公司提供增强人工智能的机器人系统和自动化服务，旨在支持重复性、劳动密集型任务，包括酒店和其他商业环境中的食物配送、收餐、清洁和后台运营。SWC通过定制印刷的杯子、容器和其他食品服务用品来补充这些产品，同时提供一个已建立的客户渠道，用于推广公司的机器人解决方案。

通过TechForce先进制造公司，公司计划扩展到半导体自动光学检测（\"AOI\"）和晶圆处理系统领域，重点在于整合AI辅助图像分析和机械臂，以支持缺陷检测、晶圆处理和生产效率。作为该计划的一部分，公司正在与JUN LONG MACHINE INDUSTRIAL CO., LTD.谈判收购其指定的知识产权和技术资产。截至2026年10月12日，最终协议尚未达成或执行，交易也尚未完成。开发和商业化仍需完成拟议的收购、技术验证、适用的客户资质要求和充足的资金。这些计划中的能力代表了公司产品组合的预期扩展，但无法保证它们将被商业部署或实现预期的性能或运营效益。

TechForce的产品和服务

公司认为，TechForce作为其机器人平台的运营核心，具有独特的优势，利用数十年在酒店和餐饮服务领域的实际经验，确保AI增强的自动化解决方案的成功部署。与许多仅专注于硬件的机器人公司不同，TechForce将机器人技术与深厚的运营专业知识相结合，使自动化能够无缝融入现实环境。

TechForce通过机器人即服务（RaaS）模式提供一系列机器人和自动化解决方案，旨在解决重复性、劳动密集型和容易导致受伤的任务，这些任务正变得越来越难以由员工管理。这些解决方案支持面向客户和后台的操作，帮助运营商实现成本节约、效率提升和更一致的服务体验。

产品和解决方案

TechForce Robotics提供一系列AI增强的机器人系统，旨在支持酒店、餐饮服务和其他商业环境中的运营、物流和服务功能。

(a) BIM-E - 饮料和库存管理引擎

BIM-E是一种AI增强的机器人系统，旨在自动化高流量服务环境（包括酒店、度假村、体育场和活动场所）中的饮料制备和分发。该系统旨在支持标准化的饮料制备、库存监控和运营数据采集。BIM-E可根据配置与销售点和其他运营系统集成，并旨在减少人工劳动需求并提高运营一致性。

(b) TIM-E - 任务和智能移动引擎

TIM-E是一种AI增强的自主移动机器人平台，旨在在酒店和商业设施内执行可配置的物流和服务任务。该平台支持自主导航和与电梯及门禁系统的集成，具体取决于现场配置。TIM-E设计用于容纳模块化负载，使其能够部署在多个运营使用场景中，包括内部配送和设施支持功能。

(c) Concierge - 自主配送系统

Concierge 是一个自主的机器人配送系统，专为酒店和度假村环境设计。该系统旨在支持在设施内运输物品，如餐食、饮料和客人用品。Concierge 支持自主导航和安全分隔，并设计为与现有建筑基础设施协同工作，具体取决于现场配置。

(d) LIN-E - 洗衣和客房支持系统

LIN-E 是一个增强人工智能的机器人系统，旨在支持客房服务和后台物流运营。该系统旨在在大型设施（包括酒店、会展中心和体育场）内运输洗衣、床单和废弃物。LIN-E 支持自主导航和建筑访问集成，具体取决于现场配置，并旨在减少人工处理需求。

(e) Matradee - 餐饮服务支持系统

Matradee 是一个机器人系统，旨在通过在餐饮环境中运输准备好的食品来协助前台餐饮服务运营。该系统旨在与人工员工协同工作，并在高流量餐饮环境中支持服务流程效率。

(f) Dustee - 自主清洁系统

Dustee 是一个自主的机器人系统，旨在在酒店和商业环境中执行日常扫地和基本的地板清洁任务。该系统旨在支持日常清洁工作，并减少对人工劳动的依赖，以完成重复性清洁功能。

TechForce 的管理层在建造和管理超过 300+ 家酒店以及从零开始开发超过 50+ 物业方面拥有良好的业绩记录。这种运营背景为公司提供了独特的优势：能够在实际酒店环境中自信而精确地测试、完善和实施机器人解决方案。

在最近几个月中，TechForce 的团队已经开始将解决方案部署到酒店、会展中心、医疗机构和购物中心。公司还利用其拥有的酒店资产（包括最近收购的 Holiday Inn Victorville）作为创新中心，以验证和展示机器人和人工智能增强自动化的真实应用场景。

Future Hospitality 的产品和服务

公司认为，它正在通过即插即用的机器人和自动化解决方案彻底改变酒店业，这些方案旨在提高服务效率和一致性。

Future Hospitality 通过 RaaS 业务模式提供两种关键的机器人解决方案，这些方案可以改变酒店业的前端和后端运营。

Future Hospitality 提供以下产品和解决方案：

(a) 前端解决方案

送餐机器人是一种先进的前端解决方案，与服务员协作，以确保更快、更可靠的服务。这些送餐机器人有助于简化服务交付，通过减少等待时间和降低人为错误来提升客户体验。

(b) 后端解决方案

智能烹饪机器人为高流量环境中的厨师提供变革性的后端解决方案。先进的厨房助手确保食物质量一致，并使经验不足的员工能够快速准备美味的餐点，从而解决繁忙厨房中的关键挑战。

在最近几个月里，Future Hospitality 向各种区域餐厅特许经营店、养老院、酒店和医院运营商积极展示了其服务机器人和自动化系统的功能。这些演示引起了行业领袖的浓厚兴趣，他们正在寻求解决服务不一致、劳动力短缺和持续的人员替换成本问题。

Future Hospitality 正与多家希望在其日常运营中大规模实施这些自动化解决方案的组织进行积极的讨论。

SWC 的 产品与服务

公司认为，SWC（及其商业用途名称 CarryOutSupplies.com）是定制印刷餐饮包装行业中最知名的品牌之一，既是收入来源的子公司，也是将我们的机器人和自动化解决方案推向市场的战略渠道。自成立以来，SWC 已在美国服务了超过 6,000 家客户，建立了以质量、可靠性和服务著称的坚实声誉。

SWC 提供广泛的餐饮包装产品，专注于定制印刷，帮助运营商加强品牌识别，同时满足日常运营需求。

SWC 提供以下产品和解决方案：

(a) 定制印刷的杯子

可提供多种尺寸的一次性纸杯和塑料杯，采用高质量的定制印刷，以提升品牌可见度并增强客户体验

(b) 外带容器和盒子

环保且耐用的包装，适用于餐厅、餐饮服务商和餐饮运营商，设计用于在运输过程中保持食物新鲜，同时展示定制品牌。

品牌或通用的餐饮配件，包括吸管、餐具、纸巾和盖子，为运营商提供一站式消耗品解决方案。

(d) 环保包装解决方案

可堆肥和可回收的包装选项旨在满足日益增长的消费者和监管对可持续产品的需求，帮助运营商与 ESG 和绿色倡议保持一致。

除了提供消耗品外，SWC 还是公司机器人产品的 战略销售和分销渠道。其与数千家餐饮运营商建立的稳固关系，使公司能够立即接触到决策者，他们正在寻求自动化解决方案以降低成本并提高效率。

通过提供消耗品和机器人解决方案，SWC 旨在产生持续的收入，并支持公司自动化技术在酒店和餐饮环境中的采用。这种整合的解决方案旨在通过标准化的供应和协调的物流来提高运营效率。

竞争

服务机器人在美国仍是一个新兴领域。尽管许多国家已经在多个行业广泛采用了自动化，但美国市场仍落后几年，正处于适应的早期阶段。这带来了挑战和机遇。

海外制造商目前在美国以外的市场拥有重要的市场份额；然而，许多制造商在美国市场的存在有限或根本没有存在。\n我们认为，这一差距为公司在美国国内市场确立先发优势提供了独特的机会。\n通过结合我们深入的运营专业知识和在美国的主场优势，我们认为我们有很好的条件来\n夺取显著的市场份额，制定行业标准，并成为市场领导者。

此外，\n我们预计我们的平台可以成为其他希望进入美国市场的机器人制造商和创新者的首选分发和部署渠道。\n通过利用我们的经验、基础设施和已建立的客户关系，我们的目标是加速采用并建立领导地位，随着美国服务机器人行业的成熟。

政府\n法规

在美国，国家标准与技术研究院（NIST）制定了框架和指南，以帮助确保机器人和自主系统的\n安全性、可靠性和互操作性。这些标准为在各种应用中开发、部署和操作机器人提供了指导。

美国在机器人创新方面已有数十年的领先地位，是许多最著名的机器人公司的所在地，\n包括波士顿动力公司（Boston Dynamics）、iRobot和亚马逊机器人（Amazon Robotics，前身为Kiva Systems）。美国政府已认识到机器人技术\n可以推动经济增长、提高生产率和提高效率，并已实施政策和计划来支持行业发展。

其中最重要的举措之一是2011年启动的国家机器人计划（NRI）。NRI是一个多机构合作项目，\n涉及国家科学基金会、美国国家航空航天局（NASA）、国防部和农业部等机构。该计划为多个行业的机器人研究和开发提供资金，包括制造业、医疗保健和交通运输，\n特别关注人机协作（“协作机器人”）。

此外，美国劳工部通过其“美国学徒计划”（Apprenticeship USA）框架及相关计划，支持机器人和先进制造业的学徒制和职业培训计划。\n这些计划旨在解决劳动力的技能差距，并确保工人接受培训以满足对机器人专业知识日益增长的需求。

除了这些举措，机器人行业的公司还必须考虑现有美国法规下的数据隐私、AI伦理和工作场所安全要求。\n随着机器人解决方案逐步进入主流使用，遵守如OSHA指南、新兴的AI治理框架和数据保护政策等标准，预计将发挥越来越重要的作用。

第1A项。风险因素

较小的报告公司无需提供本项要求的信息。

第1B项。未解决的工作人员意见

无。

第1C项。网络安全

我们依赖信息技术（“IT”）系统的完整性和可用性，以及某些第三方服务提供商的系统，以支持我们的运营并保护敏感信息。这些系统可能存储或处理机密业务数据、知识产权、财务记录和个人信息。

我们大多数机器人使用本地服务器，这可以更好地控制数据，并减少对其他机器人公司常用的海外或制造商托管服务器的依赖。我们认为这种方法可以增强系统安全性并保护敏感的运营和客户信息。

我们采取了旨在防范网络安全隐患的安全措施；然而，没有任何系统是完全无风险的。截至目前，我们尚未发生任何重大网络安全事件。我们监控适用的美国数据隐私和网络安全标准，并将继续将网络安全作为运营的核心要素加以重视。

治理与监督

目前，网络安全风险的监督由部门经理负责，他们负责监控IT系统、应对潜在风险，并直接向高级管理层报告问题。目前，公司尚未设立专门的董事会级委员会来负责网络安全；然而，由我们的首席执行官、总裁、子公司首席执行官和董事长领导的管理层负责日常网络安全运营，并在需要时聘请外部专家。

公司认识到网络安全治理的重要性，并计划在业务扩展的近期正式建立监督结构，包括设立董事会级委员会。

风险管理方法

我们已实施并持续改进一项网络安全风险管理计划，旨在识别、评估和缓解对我们的系统和数据的威胁。当前措施包括：

●

使用防火墙、杀毒软件和终端保护工具，并限制对关键系统的访问；

●

对部分系统和管理用户使用多因素认证；

●

针对网络钓鱼意识和数据安全实践的员工培训计划；

●

用于检测、遏制和修复安全事件的事件响应程序；以及

●

聘请第三方供应商进行漏洞测试，并在内部资源有限时补充技术专长。

我们正在努力扩展我们的政策和程序，以更好地与公认的网络安全标准保持一致，并改进我们网络安全框架的文档记录。我们承认，鉴于我们的规模和可用资源，我们的项目成熟度可能比大型组织的更有限。

第三方供应商风险

我们相当一部分的数据存储、通信和运营系统由第三方供应商托管或管理。虽然我们进行了尽职调查并要求某些合同上的安全义务，但我们并不直接控制这些外部系统。因此，我们的运营可能会受到影响，如果我们的供应商出现网络安全漏洞或事件。

事件历史

截至目前，我们尚未发现任何对我们的运营、业务、经营成果或财务状况产生重大不利影响的网络安全事件。然而，我们曾经历过常规的钓鱼攻击尝试、恶意软件探测和其他常见的恶意活动。这些尝试已被控制，未造成重大影响。

潜在风险

如果网络安全威胁成为现实，可能会中断运营、泄露敏感数据、损害我们的声誉、使我们面临监管调查或处罚，并导致重大财务损失。尽管我们建立了旨在防止或减轻此类风险的流程和控制措施，但没有任何系统可以提供绝对的保障。

未来改进

随着我们业务的扩展，我们致力于加强网络安全态势。计划的举措包括增强持续监控能力，将多因素认证扩展到更多系统，改善供应商监督，并通过专门委员会在董事会层面正式监督网络安全。这些措施旨在使我们的实践更紧密地与公认的行业标准保持一致，并支持长期的韧性。

项目2. 财产

我们的公司地址是13501 S Main Street, Los Angeles, CA 90061，电话号码是866-291-7778。

Future Hospitality Ventures Holdings, Inc. 在177 E Colorado Blvd Ste 200, Pasadena, CA 91105 租用办公空间。TechForce Robotics, Inc. 在42225 Remington Ave, #A15, Temecula, CA, 92590 租用办公空间

我们在上述地点不拥有任何房地产。

Victorville Treasure Holdings, LLC 是一家位于加利福尼亚州维克托维尔市Palmdale Road 15494号的酒店。该公司自2025年8月27日起拥有该物业。

Treasure Mountain Holdings, LLC 是一家位于加利福尼亚州兰乔米拉日市Highway 111号71700号的酒店。该公司自2025年9月30日起拥有该物业。

项目3. 法律诉讼

有时，公司可能会因业务日常运营而面临索赔。公司目前并未参与任何重大未决法律诉讼。详见合并财务报表的注释7。

项目4. 矿山安全披露

不适用。

第二部分

项目5. 注册人普通股的市场、相关股东事项和发行人购买权益证券

a)\n市场信息

我们的普通股目前在场外交易市场“QB”上以“NGTF”为代码报价。

下表列出了我们普通股在每个所指期间的最高和最低出价报价，这些报价由OTCMarkets报告。这些报价反映的是交易商之间的价格，不包含零售加价、减价或佣金，可能不一定代表实际交易。

最后报告的价格是2026年9月22日的0.03美元。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

截至2026年6月30日	最高		最低
2025年9月30日	$	0.0410		$	0.0338
2025年12月31日		0.0600			0.0515
2026年3月31日		0.0324			0.0290
2026年6月30日		0.0496			0.0311

截至2025年6月30日：
2024年9月30日	$	0.0170		$	0.0150
2024年12月31日		0.0069			0.0060
2025年3月31日		0.0088			0.0076
2025年6月30日		0.0200			0.0180

b) 股东

截至2026年6月30日，我们的普通股有大约270名记录在册股东。记录在册的股东数量不包括我们普通股的实际拥有者，这些股东的股份是以各种交易商、清算机构、银行、经纪人和其他受托人的名义持有的。

c) 股息

我们的董事会从未就我们的普通股宣布过股息。我们目前的亏损表明没有能力支付任何现金股息，而且我们没有在可预见的未来支付普通股现金股息的计划。

d)根据股权激励计划授权发行的证券

我们没有经过股东批准的股权激励计划。在截至2026年6月30日的财年中，我们根据未获股东批准的个人期权协议授予了34,630,305股普通股的购买期权，如第12项所述。在截至2025年6月30日的财年中没有采用任何股权激励计划。

e) 未注册证券的近期销售

在截至2026年6月30日的财年中，公司发行了未根据《1933年证券法》（经修订）注册的证券。

普通股的现金发行

2025年12月，公司以每股0.04美元的价格向几位合格投资者在私募中出售了22,360,575股普通股，获得现金收入894,423美元。公司还以每股0.021美元至0.0281美元的价格向一位主要贷款人出售了2,896,511股普通股，获得毛收入68,129美元，根据下文所述的股权购买协议，还发行了1,049,044股，价值24,700美元，截至2026年6月30日作为预收账款记录。这些发行合计为26,306,130股，价值987,252美元。

可转换票据应付账款转换发行的普通股

从2025年7月28日到2026年2月23日，公司根据合同转换价格0.033美元/股，将1,200,107美元的本金和应计利息转换为36,366,895股普通股，向两名票据持有人发行。

可转换优先股转换发行的普通股

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	在2025年11月12日，公司转换了所有1,950股的B系列可转换优先股，发行了16,313,700股普通股。
	●	在2025年12月15日，公司转换了1,500股D系列可转换优先股，每1股转换为6,000股普通股，发行了9,000,000股普通股。
	●	从2026年3月16日到2026年3月20日，公司向14名持有人发行了273,804,000股普通股，这是将45,634股C系列可转换优先股转换为每股6,000股普通股的结果。

通过无现金行权发行的普通股

2025年11月5日和2025年11月24日，公司向两名认股权证持有人发行了2,465,698股普通股，这是对3,844,697份认股权证的无现金行权，行权价格为0.033美元/股。

为服务和知识产权发行的普通股

\n \n \n \n \n \n \n \n \n

	●	2026年2月1日，公司向一名顾问发行了2,000,000股普通股作为服务报酬，其公允价值为84,000美元（0.042美元/股），基于报价收盘交易价。
	●	2026年2月17日，公司向一名个人卖方发行了7,000,000股普通股作为知识产权和技术资产的对价，其公允价值为253,400美元（0.0362美元/股），基于报价收盘交易价。

C系列可转换优先股

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	2025年8月27日，公司向维克托维尔酒店物业的卖方发行了216,667股C系列可转换优先股作为收购对价，其公允价值为39,000,060美元（按转换后普通股计算为0.03美元/股）。卖方在达成交割后里程碑的情况下可获得最多41,667股额外股份。
	●	2025年9月30日，公司向兰乔米拉奇酒店物业的卖方发行了176,167股C系列可转换优先股作为收购对价，其公允价值为42,280,080美元（按转换后普通股计算为0.04美元/股）。卖方在2027年12月31日前达成交割后里程碑的情况下可获得最多20,000股额外股份。
	●	2025年10月22日，公司向一名顾问发行了589股C系列可转换优先股作为服务报酬，其公允价值为282,720美元（按转换后普通股计算为0.08美元/股）。
	●	在财年期间，49,096股C系列可转换优先股在2025年3月25日授予的薪酬奖励行权时发行，公司确认了2,003,110美元的薪酬费用。

每股C系列可转换优先股可转换为6,000股普通股。作为收购对价和薪酬发行的股份受到合同锁定期条款的约束。

可转换债券应付款

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	2025年10月8日、2026年1月10日和2026年3月19日，公司向一家机构投资者发行了面值分别为2,270,000美元、1,175,000美元和1,176,471美元的高级担保可转换债券，所得资金分别为1,929,500美元、998,750美元和1,000,000美元，扣除原始发行折扣和费用前的净现金所得为3,903,248美元（费用为25,002美元）。这些债券在转换时可按0.033美元/股或转换前五个交易日最低收盘价的80%中的较低者进行转换。
	●	2026年3月31日，公司向关联方发行了一笔73,927美元的可转换债券，以清偿相同金额的应付账款。
	●	在2026年6月18日，公司向一名投资者发行了一张面值为184,706美元的可转换票据。该票据可在每股0.033美元或转换前10个交易日最低交易价格的80%之间转换。

认股权证

在2025年10月8日，公司向一家机构投资者发行了购买6,000,000股普通股的认股权证，行权价为0.10美元/股，有效期至2030年10月8日，作为股权购买协议下的承诺费用。该认股权证的公允价值为258,723美元。行权价将重置为在股权购买协议下普通股出售的最低价格，同时增加股票数量以保持600,000美元的总行权价不变；截至2026年6月30日，行权价为0.02美元/股，可发行30,000,000股。

股票期权

在2026年5月1日和2026年6月1日，公司分别向员工、顾问和其咨询委员会成员授予了购买34,030,305股和600,000股普通股的期权，行权价为0.033美元/股。这些期权的总授予日公允价值为937,986美元。

注册豁免

\n \n \n \n \n \n \n \n \n

	●	以现金出售的普通股、可转换票据、认股权证、股票期权以及以服务、知识产权和收购发行的证券，均依据《证券法》第4(a)(2)条以及适用时的《条例D》第506(b)条发行。接受方为有资格投资者，并且可以获取有关公司的信息，没有进行公开招揽，证券上带有限制性标记。
	●	可转换票据和优先股转换以及认股权证的无现金行权所发行的普通股，依据《证券法》第3(a)(9)条发行，作为与现有证券持有人之间的交换，且未支付佣金或其他报酬。

这些交易中没有涉及承销商。现金所得用于营运资本和一般公司用途。

f) 发行方和关联购买方购买股权证券

无。

低价股监管

我们普通股的交易一直受到并可能继续受到美国证券交易委员会（SEC）制定的规则约束，这些规则规范了与“低价股”交易相关的经纪自营商的实践。低价股通常是指价格低于5.00美元的权益证券（但不包括在某些全国性证券交易所注册或在纳斯达克系统上报价的证券，前提是这些证券的交易有当前价格和成交量信息由交易所或系统提供）。低价股规则要求经纪自营商在进行非豁免的低价股交易前，向客户交付由SEC准备的标准化风险披露文件，该文件包含以下内容：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	对在公开募股和二级交易中低价股市场性质和风险水平的描述；

	●	对经纪自营商或经销商对客户的责任以及客户在违反此类责任或其他证券法要求时可获得的权利和补救措施的描述；

	●	对做市商市场的简要、清晰的叙述，包括“出价”和“要价”价格，以及“出价”和“要价”价格之间的价差的意义；\n

	●	咨询纪律处分的免费电话号码；\n

	●	披露文件中重要术语的定义，或在 penny stocks 交易过程中使用的术语；以及\n

	●	其他由 SEC 通过规则或法规要求的信息，包括语言、类型、大小和格式等。\n

在进行任何 penny stock 交易之前，经纪人-交易商还必须向客户提供以下内容：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	该 penny stock 的出价和要价报价；\n

	●	经纪人-交易商及其销售人员在该交易中的报酬；\n

	●	该出价和要价价格适用的股份数量，或与该股票市场深度和流动性相关的其他比较信息；以及\n

	●	显示客户账户中每只 penny stock 市场价值的月度账户报表。\n

此外，penny stock 规则要求，在进行任何不受这些规则豁免的 penny stock 交易之前，经纪人-交易商必须进行特别书面决定，确认该 penny stock 是购买者的合适投资，并获得购买者对收到风险披露声明的书面确认、涉及 penny stock 交易的书面协议，以及签署并注明日期的书面适合性声明副本。这些披露要求可能会减少成为 penny stock 规则适用对象的股票在二级市场中的交易活动。我们普通股的持有者可能因为我们的普通股很可能受到 penny stock 规则的约束而难以出售这些股票。

反向股票分割

2026 年 7 月 22 日，董事会和代表公司资本股票投票权多数的公司 A 系列超级投票优先股的持有人授权董事会在 2027 年 7 月 21 日之前，根据市场状况和普通股的交易价格，随时进行 1 比 150 至 1 比 250 之间的普通股反向股票分割，以配合可能在国家证券交易所上市。

2026 年 9 月 9 日，董事会确定比例为 1 比 150，并授权向内华达州州务卿提交变更证书。

反向股票分割在向内华达州州务卿提交变更证书后生效，该证书的生效日期不得早于信息声明首次邮寄后的第二十（20）个日历日，并在金融行业监管局（“FINRA”）完成对公司行动的处理后生效。截至本 10-K 表格提交之日，反向股票分割尚未被宣布生效。

在1:150的换股比例下，每150股已发行和流通的普通股将合并为1股，参与者的零碎股将向上取整为整数股。

普通股的授权股份数量将保持为9亿股，面值将保持为每股0.001美元

反向股票分割的批准是为推进公司向纳斯达克提交的上市申请。公司理解，无法保证其会满足纳斯达克的上市资格，也无法保证纳斯达克会批准公司的上市。

第6项\n保留

第7项。管理层讨论与分析财务状况和经营成果

以下讨论应与本10-K年度报告中包含的合并财务报表和相关附注一起阅读。本讨论包含前瞻性声明，涉及风险和不确定性。由于本报告中所述的“关于前瞻性信息的警示说明”及其他地方描述的因素，我们的实际结果可能与这些前瞻性声明中预期的结果有重大差异。

概述

我们是一家服务机器人和酒店技术公司，有三个（3）个报告业务部门：酒店运营、食品包装分销和机器人即服务（“RaaS”）。我们的传统零食和饮料业务已于2025年6月30日停止，且在两年中均作为终止经营列示。

2026财年是三个部门全部运营的第一年。公司于2025年8月27日收购了假日酒店维克托维尔，并于2025年9月30日收购了兰乔米拉奇希尔顿花园酒店，均以C系列可转换优先股支付（见注释9）。这两家酒店贡献了6,455,902美元的收入，占合并收入的79%，并在合并财务报表中增加了物业层面的运营成本、折旧、抵押贷款债务和商誉。两家酒店的经营结果低于购买价格谈判时的预测，并且在2026年6月30日的年度减值测试中，我们在两家（2）家酒店报告单位和SWC报告单位分别记录了61,537,000美元和2,349,000美元的商誉减值费用。商誉减值占我们当年84,654,946美元净亏损的63,886,000美元，并在下文项目C和注释9中进行了讨论。

我们认为对理解我们的结果和财务状况最重要的事项是：

\n\n\n\n\n\n\n\n\n

	●	63,886,000美元的商誉减值费用以及如果酒店未能达到修订后的预测，可能会进一步减值（项目C）；
	●	我们对债务和股权融资的依赖，我们的营运资金赤字为29,761,991美元，以及我们持续经营能力存在重大不确定性（见“流动性与资本资源”）；
	●	截至2026年6月30日处于违约状态的本金7,049,557美元，按违约利率计息，以及与关联方的循环信贷额度，进一步的贷款由贷款人单独决定；
	●	与股价相关的非现金费用，包括衍生负债公允价值变动和以股票为基础的薪酬，这两项共同构成了减值前损失的大部分；以及
	●	可变价格可转换票据可能造成的稀释，以及股权购买协议。

截至2026年和2025年6月30日的经营成果

	For\n the Year Ended June 30,			Period\n Change
	2026			2025			$\n Change		%\n Change		Ref
Revenues\n - net	$	8,127,029			$	482,285		$	7,644,744			1585	%	A
Cost\n of sales		2,807,691				412,503			2,395,188			581	%	B
Impairment\n of goodwill		63,886,000				897,542			62,988,458			7018	%	C
Depreciation\n and amortization		3,194,106				45,552			3,148,554			6912	%	D
General\n and administrative expenses		15,850,047				3,673,760			12,176,287			331	%	E
Total\n costs and expenses		85,737,844				5,029,357			80,708,487			1605	%
Loss\n from operations		(77,610,815	)			(4,547,072	)		(73,063,743	)		(1607	)%
Total\n other income (expense) - net		(7,040,347	)			(3,389,112	)		(3,651,235	)		(108	)%
Net\n loss from continuing operations		(84,651,162	)			(7,936,184	)		(76,714,978	)		(967	)%
Net\n loss from discontinued operations		(3,784	)			(179,694	)		175,910			98	%	F
Provision\n for income taxes		-				-			-			N/M
Net\n loss	$	(84,654,946	)		$	(8,115,878	)	$	(76,539,068	)		(943	)%

A.\nRevenues - net

Revenues\nwere $8,127,029 for the year ended June 30, 2026, compared to $482,285 for the year ended June 30, 2025. Revenues by reportable segment\nwere:

\n\n\n\n\n

	●	Hotel\n Operations: $6,455,902, or 79% of revenues, from the Victorville and Rancho Mirage hotels\n from their acquisition dates of August 27, 2025, and September 30, 2025; there were no hotel\n revenues in fiscal 2025;
	●	Foodservice\n Packaging Distribution: $1,609,016, or 20% of revenues, compared to $466,633 in fiscal 2025,\n which included only the quarter following the acquisition of SWC Group, Inc. (“SWC”)\n on March 31, 2025; and
	●	RaaS:\n $62,111, or 1% of revenues, compared to $15,652 in fiscal 2025, from pilot deployments\n and recurring service fees.

Substantially\nall of the increase reflects the acquired businesses rather than organic growth. No single customer accounted for 10% or more of consolidated\nrevenues.

B.\nCost of Sales

Cost\nof sales was $2,807,691, compared to $412,503 in fiscal 2025, and consists of property-level operating costs at the hotels (payroll,\nutilities, guest supplies, food and beverage, and franchise, management and other property costs), product and fulfillment costs at SWC,\nand direct deployment costs in the RaaS segment. The prior year reflected one quarter of SWC. Cost of sales of the discontinued snacks\nand beverages business is included in the loss from discontinued operations for both years.

C.\nImpairment of Goodwill

We recorded goodwill impairment charges of $63,886,000\nfor the year ended June 30, 2026, consisting of $29,544,000 at the Victorville reporting unit, $31,993,000 at the Rancho\nMirage reporting unit and $2,349,000 at the SWC reporting unit, compared to $897,542 in fiscal 2025 related to goodwill from the February 2024 acquisition of Future Hospitality Ventures Holdings,\nInc. The impairment at the SWC reporting unit, which comprises the Foodservice Packaging Distribution segment, resulted\nfrom operating results at SWC falling below the expectations and forecasts used at its acquisition date. Its fair value was determined\nusing an income approach prepared with the assistance of a third-party valuation firm and is a Level 3 measurement.

The\ngoodwill recognized on the hotel acquisitions represented the excess of the fair value of the Series C Convertible Preferred Stock issued\nas consideration, measured at the quoted market price of our common stock on the acquisition dates, over the fair value of the identifiable\nnet assets acquired. The purchase prices were negotiated on forecasts that assumed each hotel would reach stabilized occupancy and average\ndaily rates within the first year of ownership and that the planned renovations would be completed on the schedule and at the cost contemplated at closing. Results\nat both properties were below those forecasts:

\n\n\n\n\n\n\n

	●	transient\n demand in both markets was softer than assumed, and the hotels could not hold the underwritten\n rate levels without giving up occupancy;
	●	the\n Rancho Mirage property experienced the seasonal decline in Coachella Valley demand more severely\n than forecast;
	●	operating\n costs, principally labor, insurance, utilities and property taxes following reassessment\n at acquisition, were higher than forecast; and
	●	the\n renovations took longer and cost more than planned, in part because management temporarily\n reallocated available funding from the hotel buildouts to the launch of the robotics business\n while the Nasdaq uplisting process is taking longer than anticipated, pushing the Victorville\n franchise conversion and the Rancho Mirage guestroom additions into fiscal 2027.

In\nthe fourth quarter, in connection with the annual impairment test and the fiscal 2027 budget, management revised the projected cash flows\nof each property for the results achieved since acquisition, a longer period to reach stabilized operations, higher operating costs and\nthe revised timing and cost of the renovation and franchise-conversion plans. The fair value of each reporting unit was estimated with\nthe assistance of a third-party valuation firm using an income approach based on discounted cash flows, corroborated by a market approach\nbased on recent sales of comparable hotels on a price per room basis, and is a Level 3 measurement. No interim test was required through\nMarch 31, 2026; the full-year results and revised forecasts were the first indication that fair value was below carrying amount.

Following\nthe charges, the carrying amounts of the Victorville, Rancho Mirage and SWC reporting units approximate their estimated fair values. Further shortfalls in occupancy or\naverage daily rate against the revised projections, delays or cost increases in the renovation and franchise-conversion plans, or an\nincrease in the discount rate could result in additional impairment in future periods. The property and equipment of each hotel was tested\nfor recoverability before goodwill and no impairment of long-lived assets was recognized.

D.\nDepreciation and Amortization

Depreciation and amortization was $3,194,106, compared to $45,552 in fiscal\n2025. The increase reflects depreciation of the hotel buildings, land improvements and furniture, fixtures and equipment from the acquisition\ndates and amortization of the franchise, customer relationship and other intangible assets acquired with the hotels and SWC.

E.\nGeneral and Administrative Expenses

General and administrative expenses were $15,850,047,\ncompared to $3,673,760 in fiscal 2025, an increase of $12,176,287, or 331%. Non-cash charges included in general and administrative expenses\nwere $2,003,110 from the vesting of Series C Convertible Preferred Stock issued as compensation (fiscal 2025: $1,521,840), $439,608 of\nstock option expense on options granted during the year (fiscal 2025: none), $366,720 of stock issued for services, being $84,000 of\ncommon stock and $282,720 of Series C Convertible Preferred Stock (fiscal 2025: $98,195), $253,400 of common stock issued for intellectual\nproperty (fiscal 2025: none) and $58,769 of bad debt expense (fiscal 2025: $201,859). General and administrative expenses also include\noperating lease cost of $488,727 (fiscal 2025: none). The remaining increase reflects:

\n\n\n\n\n\n\n

	●	a\n full year of SWC and TechForce Robotics, Inc. (“TechForce”) compensation, occupancy\n and operating overhead, compared to one quarter in fiscal 2025;
	●	hotel-level\n and hotel-segment administrative costs, including third-party management, revenue management\n and information technology, from the acquisition dates;
	●	public\n company professional fees, including audit, legal, SEC reporting, valuation, transfer agent,\n directors and officers insurance and investor relations, and the costs of the Nasdaq uplisting\n process and the pending reverse stock split; and
	●	integration\n and start-up costs of combining the hotel, packaging and robotics operations, including robotics\n development and pilot deployment costs.

Loss\nfrom Operations and Segment Operating Performance

Loss from operations was $(77,610,815), compared to\n$(4,547,072) in fiscal 2025. Operating loss by segment, as reported in Note 13, was:

\n\n

●

Hotel\n Operations: $(64,000,030), consisting of the goodwill impairment of $61,537,000 and\nan operating loss before impairment of $(2,463,030), reflecting stabilization-period occupancy and rates,\n renovation disruption and property-level costs above forecast;

\n\n\n\n\n\n

	●	Foodservice\n Packaging Distribution: $(3,376,232), consisting of the goodwill impairment of $2,349,000 and an\noperating loss before impairment of $(1,027,232), compared to $(271,347) for the quarter owned in fiscal\n 2025, reflecting a full year of warehouse, personnel and fulfillment costs against gross\n margin on $1,609,016 of revenue;
	●	RaaS:\n $(3,510,266), compared to $(1,319,345) in fiscal 2025 (which included the $897,542 goodwill\n impairment), reflecting robotics development, pilot deployments and platform commercialization\n costs ahead of meaningful revenue; and
	●	Corporate\n overhead: $(6,724,287), compared to $(2,956,380), consisting of public company compliance,\n executive management, finance and legal costs and the non-cash stock-based compensation described\n in item E; corporate overhead is not allocated to the reportable segments.

Other\nIncome (Expense) - net

Other\nexpense, net, was $(7,040,347), compared to $(3,389,112) in fiscal 2025, an increase in net other expense of $3,651,235, or 108%. The\nincrease reflects higher interest expense and amortization of debt discount on the mortgage notes assumed with the hotels and the convertible\nnotes issued during the year, and higher derivative expense on the new convertible notes, partially offset by a non-cash gain on the\nchange in fair value of derivative liabilities and the absence of the prior-year loss on settlement of pre-existing assets. Each line\nis discussed under “Other Income (Expense) - net” below.

Net\nLoss from Continuing Operations

Net loss from continuing operations was $(84,651,162),\ncompared to $(7,936,184) in fiscal 2025, an increase of $76,714,978. Of the increase, $62,988,458 is the increase in goodwill impairment\nand $3,651,235 is the increase in net other expense; the balance is the wider operating loss described in items A through E. No income\ntax expense or benefit was recorded in either year because a full valuation allowance is maintained against our net deferred tax assets\n(see Note 16).

F.\nNet Loss from Discontinued Operations

Net\nloss from discontinued operations was $(3,784), compared to $(179,694) in fiscal 2025, and consists of residual costs of the legacy snacks\nand beverages business discontinued on June 30, 2025. Liabilities of discontinued operations of $377,788 at June 30, 2026, consist of\naccounts payable and accrued liabilities that remain to be settled.

Net\nLoss

Net\nloss was $(84,654,946), compared to $(8,115,878) in fiscal 2025, an increase of $76,539,068. The principal components of the increase\nwere:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(i)	goodwill impairment charges of $63,886,000, compared to $897,542 in fiscal 2025;
	(ii)	an increase of $12,176,287 in general and administrative expenses, of which $3,062,838 was non-cash stock-based compensation and stock issued for intellectual property;
	(iii)	depreciation and amortization of $3,194,106 and cost of sales of $2,807,691 of the acquired businesses, against $8,127,029 of revenue; and
	(iv)	an increase of $3,651,235 in net other expense, principally interest expense and amortization of debt discount; partially offset by
	(v)	a $175,910 reduction in the loss from discontinued operations.

OTHER\nINCOME (EXPENSE) - NET

	For\n the Year Ended June 30,			Period\n Change
	2026			2025			$\n Change		%\n Change		Ref
Interest\n income	$	-			$	75,119		$	(75,119	)		(100	)%	A
Other\n income		50,142				9,810			40,332			411	%	B
Other\n expense		(258,723	)			-			(258,723	)		N/M		C
Loss\n on debt extinguishment		-				(113,955	)		113,955			100	%	D
Derivative\n expense		(1,438,825	)			(653,792	)		(785,033	)		(120	)%	E
Loss on settlement of accounts payable - related party		(109,283	)			-			(109,283	)		N/M
Interest\n expense (including amortization of debt discount)		(6,291,338	)			(1,526,067	)		(4,765,271	)		(312	)%	F
Change\n in fair value of derivative liabilities		1,007,680				(190,102	)		1,197,782			630	%	G
Loss\n on settlement of pre-existing assets		-				(1,490,803	)		1,490,803			100	%	H
Gain\n on debt extinguishment - derivative liabilities		-				500,678			(500,678	)		(100	)%	I
Total\n other income (expense) - net	$	(7,040,347	)		$	(3,389,112	)	$	(3,651,235	)		(108	)%

A.\nInterest Income

Interest\nincome was none, compared to $75,119 in fiscal 2025, which was earned on advances to SWC before its acquisition; the advances were settled\nat the acquisition on March 31, 2025 (see item H).

B.\nOther Income

Other\nincome was $50,142, compared to $9,810 in fiscal 2025, and consists of miscellaneous incidental items.

C.\nOther Expense

Other\nexpense of $258,723 represents the fair value of the warrant to purchase 6,000,000 shares of common stock issued to a material lender\nin connection with the Equity Purchase Agreement entered into on October 8, 2025. The warrant is accounted for as a derivative\nliability (see Notes 8 and 11). There was no comparable charge in\nfiscal 2025.

D.\nLoss on Debt Extinguishment

No\nloss on debt extinguishment was recognized in fiscal 2026. The fiscal 2025 loss of $(113,955) arose from the July 23, 2024 amendment\nof two (2) convertible notes, which increased the amounts due by 10% and included the issuance of 1,667 shares of Series D Convertible\nPreferred Stock, and was accounted for as an extinguishment.

E.\nDerivative Expense

Derivative expense was $(1,438,825), compared to\n$(653,792) in fiscal 2025. Derivative expense is the amount by which the fair value of the bifurcated conversion features at\nissuance exceeds the net proceeds of the related convertible notes. The fiscal 2026 charge arose on four (4) of the five (5)\nconvertible notes issued during the year, being the four (4) notes issued to third parties with an aggregate face amount of\n$4,806,177. The fiscal 2025 charge arose on the convertible notes issued to former vendors and creditors of SWC in connection with\nthat acquisition.

Loss on settlement of accounts payable - related party\nwas $(109,283), compared to $0 in fiscal 2025, and arose on the convertible note issued to our Chief Revenue Officer in settlement of\n$73,927 of accounts payable (see Note 5).

F.\nInterest Expense (including amortization of debt discount)

Interest expense was $(6,291,338), compared to $(1,526,067)\nin fiscal 2025, an increase of $4,765,271, or 312%. Amortization of debt discount was $3,279,129, compared to $332,021, and the balance\nis contractual and default interest. The increase reflects:

\n\n\n\n\n\n\n

	●	interest\n on the mortgage notes payable secured by the two (2) hotels from the acquisition dates, which\n totaled $19,192,445 at June 30, 2026;
	●	three\n (3) senior secured convertible notes issued to an institutional investor on October 8, 2025,\n January 10, 2026 and March 19, 2026 with an aggregate face amount of $4,621,471 and aggregate\n net proceeds of $3,903,248, each bearing interest at 15% per annum (24% upon default) with\n the original issue discount stepping up by 3% of the outstanding balance on each anniversary,\n and a convertible note issued to an accredited investor on June 18, 2026 with a face amount\n of $184,706; the debt discounts on these notes, which were limited to the face amount of\n each note, are amortized to interest expense over their one-year terms;
	●	interest\n at 10% per annum on the related party revolving line of credit entered into on April 5, 2026, on which\n $3,392,000 was outstanding at June 30, 2026; and
	●	default\n interest on notes in default, which carried principal of $7,049,557 at June 30, 2026.

G.\nChange in Fair Value of Derivative Liabilities

We\nrecognized a non-cash gain of $1,007,680 from the remeasurement of our derivative liabilities at June 30, 2026, compared to a loss\nof $(190,102) in fiscal 2025. The derivative liabilities consist of the bifurcated conversion features of our convertible notes and\nthe commitment warrant issued under the Equity Purchase Agreement, which is classified as a liability because the holder may elect\ncash settlement upon a change of control. The liabilities are measured using the Black-Scholes option pricing model and are highly\nsensitive to our common stock price and expected volatility. The gain consists of a $1,726,227 decrease in the fair value of the\nconversion features as our stock price declined, net of a $718,547 increase in the fair value of the warrant, whose exercise price\nresets to the lowest price at which we sell common stock under the agreement and was $0.02/share at June 30, 2026 with 30,000,000\nshares issuable (see Notes 8 and 11). Derivative liabilities were $5,955,393 at June 30, 2026 (of which $472,050 relates to notes held by our Chief Executive\nOfficer as well as a Board Member), compared to $1,102,992 at June 30, 2025. Changes in fair value can produce significant gains or\nlosses in future periods that do not correlate with our operating performance.

H.\nLoss on Settlement of Pre-existing Assets

The\nfiscal 2025 loss of $(1,490,803) arose from the settlement, at the acquisition date, of pre-existing contractual advances between SWC\nand the Company and its subsidiary FHVH, which were accounted for separately from the SWC business combination and measured at the amount\nby which the advances were unfavorable to us. There was no comparable item in fiscal 2026.

I.\nGain on Debt Extinguishment - Derivative Liabilities

The\nfiscal 2025 gain of $500,678 arose from the extinguishment of a derivative liability on the conversion of principal of a related party\nconvertible note. There was no comparable item in fiscal 2026.

HOTEL\nOPERATIONS

The\nHoliday Inn Victorville, California (155 rooms) was acquired on August 27, 2025 for 216,667 shares of Series C Convertible Preferred\nStock valued at $39,000,060, with up to 41,667 additional shares issuable as contingent consideration, and the Hilton Garden Inn Rancho\nMirage, California (120 rooms) was acquired on September 30, 2025 for 176,167 shares of Series C Convertible Preferred Stock valued at\n$42,280,080, with up to 20,000 additional shares issuable as contingent consideration. Both hotels are operated by third-party hotel\nmanagement companies under franchise agreements, and the Victorville property is operating as an independent hotel pending its franchise\nconversion.

The\nhotels are in a stabilization period during which occupancy and rate performance is below long-term targets while operating costs, renovation\nspending and franchise-mandated property improvements remain elevated. As described in item C, results in fiscal 2026 were below the\nforecasts on which the purchase prices were negotiated, and the completion of the Victorville franchise conversion and the Rancho Mirage\nguestroom additions has moved into fiscal 2027. Hotel performance is sensitive to transient and group demand in the Victorville and Coachella\nValley markets, seasonality, competitive supply, labor, insurance and property tax costs, and our ability to fund the remaining renovation\nwork. The hotels also serve as deployment sites for TechForce service robots.

LIQUIDITY\nAND CAPITAL RESOURCES

Going\nConcern

For\nthe year ended June 30, 2026, we had a net loss of $(84,654,946) and net cash used in operating activities of $(8,051,852). At June 30,\n2026, we had:

\n\n\n\n\n\n\n

	●	an\n accumulated deficit of $(131,408,790);
	●	a\n working capital deficit of $(29,761,991) reflecting current liabilities of $31,957,223 in\n excess of current assets of $2,195,232;
	●	cash\n of $865,889, with no cash equivalents; and
	●	total\n stockholders’ equity of $11,795,678, compared to a stockholders’ deficit of $(17,332,174)\n at June 30, 2025.

Revenues\nfrom the hotels, SWC and RaaS deployments have not been sufficient to fund operations, and our existing cash is not sufficient to fund\noperations for the twelve (12) months following the issuance of the consolidated financial statements without additional financing. These\nconditions raise substantial doubt about our ability to continue as a going concern within one year after the date the consolidated financial\nstatements are issued. The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments\nthat might result from this uncertainty. Management’s plans include:

\n\n\n\n\n\n\n\n\n

	●	expanding\n into new and existing markets, with an emphasis on the RaaS model, including the commercialization\n of the Beverage Bot platform under the Joint Development, Manufacturing and Licensing Agreement\n with Oncotelic Therapeutics, Inc. and the Supply Agreement with NUWA Robotics Corp. and Hon\n Hai Precision Industry Co., Ltd.;
	●	improving\n hotel revenue and operating margins through revenue-management initiatives, cost controls\n and completion of the renovation and franchise-conversion plans;
	●	obtaining\n additional debt and equity financing, including sales under the Equity Purchase Agreement,\n advances under the related party revolving line of credit and mortgage refinancing;
	●	pursuing\n strategic collaborations and partnerships and selectively evaluating acquisitions; and
	●	completing\n the reverse stock split and the planned uplisting to a national securities exchange.

There\ncan be no assurance that these plans will be successful or that financing will be available on acceptable terms, or at all. If we are\nunable to obtain sufficient financing, we may be required to slow expansion, reduce operating expenditures, sell or restructure assets,\nor modify our strategic plans.

Debt\nin Default and Other Liquidity Considerations

At\nJune 30, 2026, convertible notes and notes payable with principal of $7,049,557 were past their maturity dates and in default, accruing\ninterest at default rates of up to 24% per annum. The holders have not exercised acceleration or collateral remedies as of the date of\nthis report, but there can be no assurance that they will not. Total debt, net of discount, was $34,925,868 at June 30, 2026, of which\n$19,192,445 is mortgage debt on the hotels and $6,688,967 is the current portion of convertible notes payable, net.

On\nApril 5, 2026, we entered into a revolving line of credit with a related party lender providing for advances of up to $10,000,000 at\nthe lender’s sole discretion, bearing interest at 10% per annum, secured by a first priority lien on substantially all of our\nassets, and expiring April 5, 2027. The lender is a related party because it has significant influence and control over our hotel\nproperties. At June 30, 2026, $3,392,000 was outstanding. The remaining $6,608,000 is not a commitment, the lender may terminate\nfurther advances on thirty (30) days’ notice, and an event of default (including a default under other indebtedness exceeding\n$25,000, a delisting or suspension of trading, or a material adverse change as determined by the lender) permits the lender to\naccelerate and exercise its rights against the collateral. Our existing defaults on other notes could constitute an event of default\nunder the line.

Under\nthe Equity Purchase Agreement entered into on October 8, 2025, we may sell up to $25,000,000 of common stock to a material lender at\nour discretion over twenty-four (24) months at prices based on the market price at the time of each sale. During fiscal 2026 we sold\n25,257,086 shares for $962,552 in private placements and under the agreement ($0.021/share to $0.04/share). Sales under the agreement,\nconversions of convertible notes at variable prices at a discount to market, conversion of the Series C and Series D Convertible Preferred\nStock and exercise of outstanding options and warrants would dilute existing stockholders, and sales at lower prices reduce the proceeds\navailable to us.

Subsequent\nto June 30, 2026, we received net proceeds of $531,000 from three (3) convertible notes with an aggregate face amount of $655,295,\n$500,000 from the sale of 10,000,000 shares of common stock in private placements and $74,030 from sales of 2,981,972 shares under\nthe Equity Purchase Agreement. The convertible notes bear interest at 15% per annum, mature twelve (12) months from issuance and are\nconvertible at a discount to the market price of our common stock. The $2,270,000 senior secured convertible note issued on October 8, 2025 matured on October 8, 2026 and was not repaid;\nit is in default and bears interest at 24% per annum. See Note 17 to the consolidated financial statements.

On\nJuly 22, 2026, our Board of Directors and the holder of a majority of the voting power of our capital stock authorized our Board of\nDirectors to effect a reverse stock split of our common stock at a ratio in the range of 1-for-150 to 1-for-250, to be determined by\nthe Board of Directors based on market conditions and the trading price of our common stock, at any time before July 21, 2027, in\nconnection with a potential listing on a national securities exchange. On September 9, 2026, our Board of Directors determined the\nratio to be 1-for-150 and authorized the filing of a Certificate of Change with the Secretary of State of the State of Nevada. The\nreverse stock split becomes effective on the filing of the Certificate of Change and the completion by the Financial Industry\nRegulatory Authority of its processing of the corporate action, and had not been declared effective as of the date of this report.\nShare and per-share amounts in this report have not been adjusted. Our Board of Directors may abandon the reverse stock split, or\ndetermine a different ratio within the authorized range, at any time before it becomes effective. On effectiveness, the conversion\nratios, conversion prices and exercise prices of outstanding preferred stock, convertible notes, warrants and options will be\nproportionately adjusted, the number of authorized shares of common stock will remain 900,000,000 and the par value will remain\n$0.001 per share.

Working\nCapital

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

				Period\n Change
	June\n 30, 2026			June\n 30, 2025			$\n Change		%\n Change		Ref
Cash	$	865,889			$	350,231		$	515,658			147	%	A
Total\n Current Assets		2,195,232				777,466			1,417,766			182	%	B
Total\n Current Liabilities		31,957,223				11,466,233			20,490,990			179	%	C
Working\n capital (deficit)	$	(29,761,991	)		$	(10,688,767	)	$	(19,073,224	)		(178	)%	D

Cash\nincreased $515,658 to $865,889 at June 30, 2026, reflecting $7,876,420 of net financing proceeds and $1,269,000 of cash acquired\nwith the hotels, offset by $8,051,852 of cash used in operating activities and $577,910 of capital expenditures. The increase in the\nworking capital deficit of $19,073,224 reflects the current liabilities assumed or incurred with the acquired businesses and the\nfinancings described above, including the line of credit - related party of $3,392,000, the current portion of convertible notes\npayable of $6,688,967, notes payable of $5,198,020, derivative liabilities of $5,955,393 and accounts payable and accrued expenses\nof $8,919,654, including $4,060,420 due to related parties.

Summary\nof Cash Flows

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For\n the Year Ended June 30,			Period\n Change
	2026			2025			$\n Change		%\n Change		Ref
Net\n cash used in operating activities	$	(8,051,852	)		$	(1,634,483	)	$	(6,417,369	)		(393	)%	A
Net\n cash provided by (used in) investing activities		691,090				(602,118	)		1,293,208			215	%	B
Net\n cash provided by financing activities		7,876,420				2,449,172			5,427,248			222	%	C
Net\n increase in cash	$	515,658			$	212,571		$	303,087			143	%

A.\nOperating Activities

Cash used in operating activities was $(8,051,852),\ncompared to $(1,634,483) in fiscal 2025. The net loss from continuing operations of $(84,651,162) included non-cash charges of $63,886,000\nfor goodwill impairment, $3,194,106 of depreciation and amortization, $348,502 of amortization of the operating lease right-of-use asset,\n$3,279,129 of amortization of debt discount, $2,809,438 of stock-based compensation, $1,438,825 of derivative expense, $109,283 of loss\non settlement of accounts payable - related party, $258,723 of commitment fee expense, $253,400 of stock issued for intellectual property,\n$58,769 of bad debt expense and $48,805 of interest added to debt, offset by the $1,007,680 gain on the change in fair value of derivative\nliabilities. Working capital provided $2,027,011, principally a $3,792,037 increase in accounts payable and accrued expenses due to related\nparties (accrued compensation and bonuses of officers and directors, accrued interest on related party notes and the related party line\nof credit and expenses paid on our behalf) and a $54,844 decrease in inventory, offset by a $1,076,645 decrease in trade accounts payable\nand accrued expenses, a $540,281 increase in prepaids and other and a $172,440 increase in accounts receivable. Discontinued operations\nused $105,001.

B.\nInvesting Activities

Investing\nactivities provided $691,090, consisting of $1,269,000 of cash acquired with the hotels, offset by $577,910 of purchases of property\nand equipment, principally robotics units and parts, hotel furniture, fixtures and equipment and renovation costs. The hotels themselves\nwere acquired for Series C Convertible Preferred Stock and are non-cash investing activities. In fiscal 2025, investing activities used\n$(602,118), consisting of $429,607 of advances to acquisition targets and $200,851 of purchases of property and equipment, offset by\n$28,340 of cash acquired.

C.\nFinancing Activities

Financing\nactivities provided $7,876,420, compared to $2,449,172 in fiscal 2025, consisting of:

\n\n\n\n\n\n\n

	●	$4,053,248\n of net proceeds from convertible notes payable, including $3,903,248 from the three (3) senior\n secured convertible notes issued on October 8, 2025, January 10, 2026 and March 19, 2026;
	●	$3,182,000\n of cash advances under the related party revolving line of credit;
	●	$962,552\n of proceeds from sales of common stock, less $9,571 of direct offering costs; offset by
	●	$291,555\n of principal repayments on the hotel mortgage notes and $20,254 of repayments on notes payable.

Fiscal\n2025 financing consisted of $1,547,000 of proceeds from notes payable and $959,650 from a convertible note, less repayments of\n$57,478. Non-cash financing activities during fiscal 2026 included $1,200,107 of common stock issued on conversion of convertible\nnotes, the issuance of a related party convertible note for $73,927 of accounts payable and the reclassification of $210,000 of\naccounts payable - related party to the line of credit - related party; see the supplemental cash flow information in the consolidated statements\nof cash flows.

Contractual\nObligations and Off-Balance Sheet Arrangements

Our\ncontractual obligations consist of the debt described in Note 5, including scheduled principal payments on the hotel mortgage notes,\nthe SWC warehouse lease with total remaining payments as set out in Note 15, franchise and management agreements for the hotels, and\nthe contingent consideration and earnout arrangements described in Notes 9 and 15. We have no off-balance sheet arrangements.

CRITICAL\nACCOUNTING POLICIES AND ESTIMATES

Our\nconsolidated financial statements are prepared in accordance with U.S. GAAP, which requires management to make estimates and judgments\nthat affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and other\nassumptions we believe to be reasonable, and actual results may differ materially. Note 2 describes our significant accounting policies.\nThe estimates we consider critical because they involve the greatest degree of judgment and could have the most significant effect on\nour financial condition and results are:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Goodwill\n impairment. Goodwill is tested annually as of June 30, and between annual tests when indicators exist, by comparing the fair\n value of each reporting unit with its carrying amount. Each hotel is a separate reporting unit. Fair value is estimated using a discounted\n cash flow model corroborated by a market approach; the significant assumptions are projected occupancy and average daily rates, projected\n operating expenses, the capital expenditures and timing to complete the renovations and franchise conversion, the discount rate and\n the terminal capitalization rate, all of which are Level 3 inputs. The fiscal 2026 charges of $63,886,000 reduced the carrying amounts of the hotel and SWC\nreporting units to approximately their fair values, so any further shortfall against the revised projections could result\n in additional impairment.
	●	Business\n combinations. The hotel acquisitions were accounted for under ASC 805. Consideration paid in Series C Convertible Preferred Stock\n was measured at the quoted market price of the underlying common stock on the acquisition dates, and the purchase prices were allocated\n to land, buildings and improvements, furniture, fixtures and equipment, identifiable intangible assets and assumed liabilities, including\n the mortgage notes, based on third-party valuations. Contingent consideration was measured at fair value and classified in equity.\n The allocations were finalized in fiscal 2026 without measurement period adjustments.
	●	Derivative\n liabilities. The conversion features of convertible notes whose conversion price varies with the market price of our common stock\n are bifurcated and carried at fair value using the Black-Scholes option pricing model, with changes in fair value recognized in other\n income (expense). The principal inputs are our stock price, expected volatility, the expected term and the risk-free rate. At issuance,\n fair value in excess of net proceeds is recognized as derivative expense and the related debt discount is amortized to interest expense\n over the term of the note.
	●	Going\n concern. Management evaluates each reporting period whether conditions raise substantial doubt about our ability to continue\n as a going concern within one year after the financial statements are issued, and whether management’s plans, considered only\n to the extent probable of implementation, alleviate that doubt. The evaluation relies on cash flow forecasts and assumptions about\n available financing.
	●	Stock-based\n compensation. Options and warrants are valued using the Black-Scholes model with assumptions for volatility, expected term and\n the risk-free rate, and expense is recognized over the requisite service period. Performance-based warrants under the February 1,\n 2026 advisory agreement are expensed only when achievement of the milestone is probable, which management assessed as not probable\n at June 30, 2026. Series C Convertible Preferred Stock issued as compensation is expensed as it vests.
	●	Recoverability of long-lived assets. Each hotel\n is an asset group tested for recoverability under ASC 360 when indicators exist; undiscounted cash flows exceeded carrying amounts\n at June 30, 2026 and no impairment was recognized.
	●	Fair\n value measurements. Our recurring Level 3 measurements are the derivative liabilities described above, and our nonrecurring Level\n 3 measurements are the fair values of the hotel reporting units used in the goodwill impairment test and of the assets acquired and\n liabilities assumed in the hotel acquisitions. Each depends on unobservable inputs, and small changes in those inputs can materially\n change the amounts recognized.
	●	Revenue\n recognition. Revenue is recognized under ASC 606 when control of goods or services transfers to the customer. The judgments that\n most affect the amounts recognized are the identification of performance obligations in our RaaS arrangements, where installation,\n integration and training are not distinct from the ongoing monthly service, the conclusion that we are the principal in our RaaS,\n foodservice packaging and hotel arrangements, and the timing of hotel revenue, which is recognized as each night of occupancy and\n each ancillary service is provided.

There\nwere no changes in our critical accounting policies during the year ended June 30, 2026. See Note 2 for recently issued accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures\nabout Market Risks.

Disclosure in\nresponse to this Item is not required for a smaller reporting company.

Item 8. Financial Statements and Supplementary\nData.

Our consolidated financial statements, the notes thereto,\nand the report thereon, appear commencing on page F-1 of this Annual Report on Form 10-K, which consolidated financial statements, notes,\nand report are incorporated herein by reference.

Nightfood\nHoldings, Inc. and Subsidiaries

DBA\nTechForce Robotics

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		Page(s)

Report of Independent Registered Public Accounting Firm - TAAD LLP (PCAOB ID 05854)		F-1

Report of Independent Registered Public Accounting Firm - Fruci & Associates II, PLLC (PCAOB ID 05525)		F-4

Consolidated\n Balance Sheets		F-6

Consolidated\n Statements of Operations		F-7

Consolidated\n Statements of Changes in Stockholders’ Equity (Deficit)		F-8\n - F-9

Consolidated\n Statements of Cash Flows		F-10

Notes\n to Consolidated Financial Statements		F-11\n - F-101

$\"\"$

REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To\nthe Board of Directors and Shareholders of

Nightfood Holdings, Inc. and Subsidiaries

Opinion\non the Consolidated Financial Statements

We\nhave audited the accompanying consolidated balance sheet of Nightfood Holding, Inc and subsidiaries (the Company) as of June 30, 2026,\nand the related consolidated statement of operation, statement of changes in temporary equity and stockholders’ equity (deficit),\nand statements of cash flow for the year ended June 30, 2026, and the related notes (collectively referred to as the consolidated financial\nstatements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of\nthe Company as of June 30, 2026, and the results of its operation and its cash flows for the year ended June 30, 2026, in conformity\nwith accounting principles generally accepted in the United States of America.

Going\nConcern

The\naccompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed\nin Note 1 to the financial statements, the Company has accumulated losses to date that raises substantial doubt about its ability to\ncontinue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements\ndo not include any adjustments that might result from the outcome of this uncertainty.

Basis\nfor Opinion

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

We\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nThe Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part\nof our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing\nan opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our\naudits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether\ndue to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence\nregarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles\nused and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.\nWe believe that our audits provide a reasonable basis for our opinion.

Critical\nAudit Matters

The\ncritical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated\nor required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial\nstatements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters\ndoes not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit\nmatters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-1

Business\nCombinations –Refer to Note 9 to the Consolidated Financial Statements

Critical\nAudit Matter Description

As\ndiscussed in Note 9 to the consolidated financial statements, the Company completed the acquisitions of Victorville Treasure Holdings,\nLLC on August 27, 2025 and Treasure Mountain Holdings, LLC on September 30, 2025, for total consideration of approximately $93.2 million,\nincluding contingent consideration. The transactions resulted in the recognition of significant amounts of goodwill, acquired hotel properties,\nfranchise agreements, mortgage debt, and contingent consideration.

We\nidentified the accounting for these business combinations as a critical audit matter because the recognition and measurement of the assets\nacquired and liabilities assumed required management to exercise significant judgment in:

\n\n\n\n\n\n\n

	●	Determining\n the fair value of consideration transferred, including Series C Convertible Preferred Stock\n and contingent consideration;
	●	Determining\n the fair value of acquired land, buildings, furniture, fixtures and equipment, franchise\n agreements, and other identifiable assets;
	●	Determining\n the fair value of assumed liabilities, including mortgage notes payable; and
	●	Evaluating\n the reasonableness of the purchase price allocations in accordance with ASC 805, Business\n Combinations.

How\nthe Critical Audit Matter Was Addressed in the Audit

Our\naudit procedures related to the business combinations included, among others, the following:

\n\n\n\n\n\n\n\n\n\n\n\n\n

	●	Obtained\n and evaluated the executed purchase and acquisition agreements and other underlying transaction\n documents.
	●	Assessed\n management’s conclusion that the transactions qualified as business combinations under\n ASC 805.
	●	Tested\n the valuation and recognition of consideration transferred, including the fair value of Series\n C Convertible Preferred Stock and contingent consideration.
	●	Evaluated\n management’s purchase price allocations and tested the identification, valuation, and\n recognition of acquired assets and assumed liabilities.
	●	With\n the assistance of valuation specialists, evaluated the methodologies, assumptions, and inputs\n utilized in estimating the fair values of acquired land, buildings, furniture, fixtures and\n equipment, franchise agreements, and mortgage debt.
	●	Assessed\n the reasonableness of management’s assumptions and the valuation reports utilized in\n determining acquisition-date fair values.
	●	Evaluated\n the adequacy of the Company’s disclosures related to the acquisitions.

Goodwill\nImpairment –Refer to Notes 2 and 9 to the Consolidated Financial Statements

Critical\nAudit Matter Description

As\ndiscussed in Notes 2 and 9 to the consolidated financial statements, the Company recorded goodwill impairment charges of approximately\n$63.9 million during the year ended June 30, 2026, consisting of impairment charges of $29.6 million related to the Victorville reporting\nunit, $32.0 million related to the Rancho Mirage reporting unit, and $2.3 million related to the SWC reporting unit. Fair value was determined\nusing income and market approaches and represented Level 3 fair value measurements. Significant assumptions included projected occupancy\nlevels, average daily rates, operating expenses, capital expenditures, franchise conversion timing, discount rates, terminal capitalization\nrates in the projected cash flows and selecting multiples of revenue within the observed range, considering factors specific to the measurement,\nwith inputs consistent with the characteristics market participants would take into account and maximum use of observable inputs.

We\nidentified the goodwill impairment assessment as a critical audit matter because auditing management’s estimates involved especially\nsubjective auditor judgment due to the significant estimation uncertainty associated with forecasting future operating performance and\ndetermining the fair values of the reporting units.

How\nthe Critical Audit Matter Was Addressed in the Audit

Our\naudit procedures related to the goodwill impairment assessment included, among others, the following:

\n\n\n\n\n

	●	Obtained\n an understanding of management’s goodwill impairment assessment process.
	●	Evaluated\n management’s identification of reporting units and the allocation of goodwill to those\n reporting units.
	●	Assessed\n the appropriateness of the valuation methodologies utilized in estimating reporting unit\n fair values.

F-2

\n\n\n\n\n\n\n\n\n\n\n

	●	Evaluated\n the reasonableness of significant assumptions including projected occupancy rates, average\n daily rates, revenue growth reates, operating margins, capital expenditures, discount rates,\n terminal capitalization rates, and projected cash flows.
	●	Compared\n management’s forecasts to historical operating results, acquisition-date projections,\n and available market information.
	●	With\n the assistance of internal valuation specialists, evaluated the reasonableness of valuation\n methodologies and significant assumptions used in the impairment analyses.
	●	Performed\n sensitivity analyses on key assumptions used in the valuation models.
	●	Tested\n the mathematical accuracy of the discounted cash flow model and the completeness and accuracy\n of underlying data
	●	Evaluated\n the adequacy of the related disclosures in the consolidated financial statements.

Derivative\nLiabilities and Convertible Debt Accounting – Refer to Notes 5, 11, and 12 to the Consolidated Financial Statements

Critical\nAudit Matter Description

As\ndiscussed in Notes 5, 11, and 12 to the consolidated financial statements, the Company accounted for certain embedded conversion features\nassociated with convertible debt instruments and a commitment warrant as derivative liabilities under ASC 815. As of June 30, 2026, derivative\nliabilities totaled approximately $6.0 million. During the year, the Company recognized derivative expense of approximately $1.4 million\nand a gain from changes in fair value of derivative liabilities of approximately $1.0 million. The derivative liabilities were valued\nusing the Black-Scholes option pricing model and represented Level 3 fair value measurements. Significant assumptions included expected\nvolatility, expected term, risk-free interest rates, stock price, and exercise price.

We\nidentified the accounting for derivative liabilities and convertible debt instruments as a critical audit matter because auditing management’s\nconclusions required specialized knowledge and significant auditor judgment in evaluating the application of ASC 815 and assessing the\nvaluation methodologies, assumptions, and inputs used in measuring the fair value of derivative liabilities.

How\nthe Critical Audit Matter Was Addressed in the Audit

Our\naudit procedures related to derivative liabilities and convertible debt instruments included, among others, the following:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	●	Obtained\n and evaluated debt agreements, amendments, warrants, and related financing documents.
	●	Assessed\n management’s conclusions regarding the application of ASC 815, Derivatives and Hedging,\n and ASC 470, Debt, and ASC 480, Distinguishing Liabilities from Equity.
	●	Evaluated\n whether contractual provisions required bifurcation and separate accounting as derivative\n liabilities.
	●	Tested\n the completeness and accuracy of debt instruments and related derivative arrangements identified\n by management.
	●	Evaluated\n the appropriateness of valuation methodologies used in determining the fair value of derivative\n liabilities.
	●	Tested\n significant assumptions and inputs used in the Black-Scholes valuation models, including\n expected volatility, expected term, risk-free interest rates, stock price, and exercise price.
	●	Tested\n the mathematical accuracy of the derivative liability calculations and related gains and\n losses recognized in earnings.
	●	Evaluated\n the adequacy of the Company’s financial statement disclosures related to derivative\n liabilities and convertible debt instruments.

/s/\nTAAD LLP

We\nhave served as the Company’s auditor since 2025.

Diamond\nBar, California

October\n13, 2026

F-3

$\"\"$

REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To\nthe Board of Directors and Shareholders of Nightfood Holdings, Inc.

Opinion\non the Financial Statements

We\nhave audited the accompanying consolidated balance sheet of Nightfood Holdings, Inc. (“the Company”) as of June 30, 2025,\nand the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended June\n30, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present\nfairly, in all material respects, the financial position of the Company as of June 30, 2025 and the results of its operations and its\ncash flows for the year ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going\nConcern

The\naccompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note\n1 to the financial statements, the Company has an accumulated deficit, limited available cash resources and does not believe cash on\nhand will be sufficient to fund operations and growth. These factors, among others, raise substantial doubt about the Company’s\nability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial\nstatements do not include any adjustments that might result from the outcome of this uncertainty.

Basis\nfor Opinion

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

We\nconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,\nwe are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our\naudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or\nfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provideS\na reasonable basis for our opinion.

Critical\nAudit Matters

F-4

Business\nCombinations – Refer to Note 9 to the financial statements.

Critical\nAudit Matter Description

As\ndiscussed in Note 9, on March 31, 2025, the Company entered into share exchange agreements whereby the Company agreed to acquire SWC\nGroup, Inc. (“SWC”) and Skytech Automated Solutions, Inc. (“Skytech”) through a share exchange and SWC and Skytech\nbecame wholly-owned subsidiaries. We identified the evaluation of these business combinations as a critical audit matter. The recognition\nand measurement of business combinations require management to exercise significant judgment in:

\n\n\n

	●	Determining\n whether the transactions meet the definition of a business combination under ASC 805, Business\n Combinations;
	●	Selecting\n and applying appropriate valuation methodologies to estimate the acquisition-date fair value\n of consideration transferred and the fair value of assets acquired and liabilities assumed,\n including intangible assets and contingent consideration;

How\nthe Critical Audit Matter Was Addressed in the Audit

Our\naudit procedures related to evaluating the business combinations included, among others, the following:

\n\n\n\n\n\n\n\n\n\n\n

	●	We\n obtained and read the executed share exchange agreements.
	●	We\n evaluated whether the acquisitions met the definition of a business combination under ASC\n 805, including the identified accounting acquirer, acquiree, and acquisition date.
	●	We\n inspected supporting documents for equity instruments issued and reconciled them to the Company’s\n stock records.
	●	We\n tested the valuation and recognition of consideration paid, including assessing the reasonableness\n of valuation techniques and related inputs on the acquisition date.
	●	We\n assessed the recognition of identifiable intangible assets, goodwill, and liabilities assumed\n pursuant to ASC 805.
	●	We\n evaluated the adequacy and completeness of the Company’s financial statement disclosures\n regarding the business combinations.

$\"\"$

\n \n \n \n \n \n \n \n \n \n \n \n

Fruci & Associates II, PLLC – PCAOB ID #05525

We served as the Company’s auditor from 2024 to 2025.

Spokane,\n Washington

October\n 13, 2025

F-5

Nightfood\nHoldings, Inc. and Subsidiaries

DBA\nTechForce Robotics

Consolidated\nBalance Sheets

	June\n 30, 2026			June\n 30, 2025

Assets

Current Assets
Cash	$	865,889			$	350,231
Accounts receivable - net		243,886				46,215
Inventory		311,647				319,491
Prepaids and other		773,810				61,529
Total Current Assets		2,195,232				777,466

Property and equipment -\n net		22,900,424				240,824

Operating lease - right-of-use\n asset		1,742,510				-

Goodwill		31,800,177				4,504,177

Intangible assets - net		5,966,271				1,802,067

Total\n Assets	$	64,604,614			$	7,324,534

Liabilities\n and Stockholders’ Equity (Deficit)

Current Liabilities
Accounts payable and accrued expenses	$	4,859,234			$	3,156,258
Accounts payable and accrued expenses - related\n parties		4,060,420				322,900
Accounts payable and accrued expenses		4,060,420				322,900
Deferred revenue		620,196				557,725
Line of credit - related party		3,392,000				-
Convertible notes payable - net		6,688,967				4,271,103
Convertible notes payable - related parties\n - net		-				-
Convertible notes payable		-				-
Note payable - related party		10,590
Mortgage notes payable		432,049				-
Derivative liabilities		5,483,343				805,765
Derivative liabilities - related parties		472,050				297,227
Derivative liabilities		472,050				297,227
Notes payable - net		5,198,020				1,576,250
Notes payable		5,198,020				1,576,250
Operating lease liability		362,566				-
Liabilities of discontinued\n operations		377,788				479,005
Total Current Liabilities		31,957,223				11,466,233

Long Term Liabilities
Convertible notes payable - net		269,174				447,241
Convertible notes payable - related parties\n - net		174,672				20,149
Mortgage notes payable		18,760,396				-
Notes payable - net		-				14,024
Line of credit - related party		-				-
Operating lease liability		1,647,471				-
Total Long Term Liabilities		20,851,713				481,414

Total\n Liabilities		52,808,936				11,947,647

Commitments and Contingencies		-				-

Temporary Equity
Series B, Convertible Preferred stock -\n $0.001 par value; 0 and 5,000 shares designated none and 1,950 shares issued and outstanding, respectively		-				5,065,421
Series C, Convertible Preferred stock -\n $0.001 par value; 0 and 500,000 shares designated none and 145,966 shares issued and outstanding, respectively		-				7,415,730
Series D, Convertible\n Preferred stock - $0.001 par value; 0 and 100,000 shares designated none and 3,334 shares issued and outstanding, respectively		-				227,910
Total Temporary Equity		-				12,709,061

Stockholders’ Equity (Deficit)
Preferred stock - $0.001 par value; 1,000,000 shares authorized		-				-
Series A Preferred stock - $0.001 par value;\n 1,000 shares designated 1,000 shares issued and outstanding		1				1
Series B, Convertible Preferred stock - $0.001\n par value; 5,000 and 0 shares designated no shares issued and outstanding		-				-
Series C, Convertible Preferred stock - $0.001\n par value; 800,000 and 0 shares designated 542,851 and 0 shares issued and outstanding, respectively		543				-
Series D, Convertible Preferred stock - $0.001\n par value; 100,000 and 0 shares designated 1,834 and 0 shares issued and outstanding, respectively		2				-
Preferred stock value		2				-
Common stock - $0.001 par value, 900,000,000\n shares authorized 510,217,444 and 136,961,021 shares outstanding, respectively		510,217				136,961
Additional paid-in capital		142,718,405				29,284,708
Accumulated deficit		(131,408,790	)			(46,753,844	)
Less: subscription receivable\n (1,049,044 and 0 shares)		(24,700	)			-
Total Stockholders’\n Equity (Deficit)		11,795,678				(17,332,174	)

Total Liabilities, Temporary Equity and Stockholders’\nEquity (Deficit)	$	64,604,614			$	7,324,534

The\naccompanying notes are an integral part of these consolidated financial statements

F-6

Nightfood\n Holdings, Inc. and Subsidiaries

DBA\nTechForce Robotics

Consolidated\nStatements of Operations

	2026			2025
	For\n the Year Ended June 30,
	2026			2025

Revenues\n - net	$	8,127,029			$	482,285

Costs and\n expenses
Cost of sales		2,807,691				412,503
Impairment of goodwill		63,886,000				897,542
Depreciation and amortization		3,194,106				45,552
General\n and administrative expenses		15,850,047				3,673,760
Total costs\n and expenses		85,737,844				5,029,357

Loss\n from operations		(77,610,815	)			(4,547,072	)

Other income\n (expense)
Interest income		-				75,119
Other income		50,142				9,810
Other expense		(258,723	)			-
Loss on debt extinguishment		-				(113,955	)
Derivative expense		(1,438,825	)			(653,792	)
Loss on settlement of accounts payable - related party		(109,283	)			-
Interest expense (including\n amortization of debt discount)		(6,291,338	)			(1,526,067	)
Change in fair value of derivative\n liabilities		1,007,680				(190,102	)
Loss on settlement of pre-existing\n assets		-				(1,490,803	)
Gain\n on debt extinguishment - derivative liabilities		-				500,678
Total\n other income (expense) - net		(7,040,347	)			(3,389,112	)

Net loss\n from continuing operations		(84,651,162	)			(7,936,184	)

Net\n loss from discontinued operations		(3,784	)			(179,694	)

Net loss\n before provision for income taxes		(84,654,946	)			(8,115,878	)

Provision\n for income taxes		-				-

Net loss	$	(84,654,946	)		$	(8,115,878	)

Deemed\n dividend on Series B Preferred Stock		-				(11,566	)

Net\n loss available to common stockholders	$	(84,654,946	)		$	(8,127,444	)

Loss\n per share - basic and diluted - continuing operations	$	(0.31	)		$	(0.06	)
Loss\n per share - basic and diluted - discontinued operations	$	(0.00	)		$	(0.00	)
Loss\n per share - basic and diluted	$	(0.31	)		$	(0.06	)

Weighted\n average number of shares - basic and diluted		271,525,569				130,384,336

The\naccompanying notes are an integral part of these consolidated financial statements

F-7

Nightfood\nHoldings, Inc. and Subsidiaries

DBA\nTechForce Robotics

Consolidated\nStatement of Changes in Temporary Equity and Stockholders’ Equity (Deficit)

For\nthe Year Ended June 30, 2026

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Shares			Amount			Shares	Amount		Shares			Amount		Capital		Equity		Shares			Amount			Shares	Amount	Shares		Amount		Shares		Amount		Capital			Deficit			Receivable	(Deficit)
	Preferred\n Stock - Classified as Temporary Equity
	Series\n B - Convertible			Series\n C - Convertible			Series\n D - Convertible	Additional		Total			Series\n A		Series\n C - Convertible		Series\n D - Convertible								Additional				Total \n Stockholders’
	Preferred\n Stock			Preferred\n Stock			Preferred\n Stock	Paid-in		Temporary			Preferred\n Stock		Preferred\n Stock		Preferred\n Stock		Common\n Stock			Paid-in			Accumulated	Subscription	Equity
	Shares			Amount			Shares	Amount		Shares			Amount		Capital		Equity		Shares			Amount			Shares	Amount	Shares		Amount		Shares		Amount		Capital			Deficit			Receivable	(Deficit)
June 30, 2025		1,950			$	2		145,966		$	146			3,334		$	3		$	12,708,910			$	12,709,061		1,000	$	1		-		$	-		$	-			$	-		136,961,021	$	136,961	$	29,284,708		$	(46,753,844	)	$	-		$	(17,332,174	)
Acquisition of Rancho Mirage		-				-		176,167			176			-			-			42,279,904				42,280,080		-		-		-			-			-				-		-		-		-			-			-			-
Acquisition of Victorville		-				-		216,667			217			-			-			38,999,843				39,000,060		-		-		-			-			-				-		-		-		-			-			-			-
Cashless exercise of warrants		-				-		-			-			-			-			-				-		-		-		-			-			-				-		2,465,698		2,465		(2,465	)		-			-			-
Contingent consideration -\n acquisition of Rancho Mirage		-				-		-			-			-			-			4,800,000				4,800,000		-		-		-			-			-				-		-		-		-			-			-			-
Contingent consideration -\n acquisition of Victorville		-				-		-			-			-			-			7,125,000				7,125,000		-		-		-			-			-				-		-		-		-			-			-			-
Conversion of accrued interest\n payable into common stock		-				-		-			-			-			-			-				-		-		-		-			-			-				-		6,600,000		6,600		398,130			-			-			404,730
Conversion of convertible debt\n into common stock		-				-		-			-			-			-			-				-		-		-		-			-			-				-		29,766,895		29,767		765,610			-			-			795,377
Conversion of Series B preferred\n stock into common stock		(1,950	)			(2	)	-			-			-			-			(5,065,419	)			(5,065,421	)	-		-		-			-			-				-		16,313,700		16,314		5,049,107			-			-			5,065,421
Conversion of Series C preferred\n stock to common stock		-				-		-			-			-			-			-				-		-		-		(45,634	)		(47	)								273,804,000		273,804		(273,757	)		-			-			-
Conversion of Series D preferred\n stock into common stock		-				-		-			-			-			-			-				-		-		-		-			-			(1,500	)			(1	)	9,000,000		9,000		(8,999	)		-			-			-
Forgiveness of pre-existing\n relationship with target acquiree		-				-		-			-			-			-			-				-		-		-		-			-			-				-		-		-		2,652,671			-			-			2,652,671
Reclassification of contingent\n consideration - Rancho Mirage		-				-		-			-			-			-			(4,800,000	)			(4,800,000	)	-		-		-			-			-				-		-		-		4,800,000			-			-			4,800,000
Reclassification of contingent\n consideration - Victorville		-				-		-			-			-			-			(7,125,000	)			(7,125,000	)	-		-		-			-			-				-		-		-		7,125,000			-			-			7,125,000
Reclassification of Series\n C preferred stock from temporary to permanent equity		-				-		(538,800	)		(539	)		-			-			(88,695,331	)			(88,695,870	)	-		-		538,800			539			-				-		-		-		88,695,331			-			-			88,695,870
Reclassification of Series\n D preferred stock from temporary to permanent equity		-				-		-			-			(3,334	)		(3	)		(227,907	)			(227,910	)	-		-		-			-			3,334				3		-		-		227,907			-			-			227,910
Stock issued for cash		-				-		-			-			-			-			-				-		-		-		-			-			-				-		25,257,086		25,257		937,295			-			-			962,552
Stock issued for cash - subscription\n receivable		-				-		-			-			-			-			-				-		-		-		-			-			-				-		1,049,044		1,049		23,651			-			(24,700	)		-
Cash paid as direct offering\n costs		-				-		-			-			-			-			-				-		-		-		-			-			-				-		-		-		(9,571	)		-			-			(9,571	)
Stock issued for intellectual\n property		-				-		-			-			-			-			-				-		-		-		-			-			-				-		7,000,000		7,000		246,400			-			-			253,400
Stock issued for services -\n series C preferred stock		-				-		-			-			-			-			-				-		-		-		589			1			-				-		-		-		282,719			-			-			282,720
Stock issued for services -\n common stock		-				-		-			-			-			-			-				-		-		-		-			-			-				-		2,000,000		2,000		82,000			-			-			84,000
Vesting of Series C - convertible\n preferred stock - issued as compensation		-				-		-			-			-			-			-				-		-		-		49,096			50			-				-		-		-		2,003,060			-			-			2,003,110
Recognition of stock based\n compensation - stock options		-				-		-			-			-			-			-				-		-		-		-			-			-				-		-		-		439,608			-			-			439,608
Net loss		-				-		-			-			-			-			-				-		-		-		-			-			-				-		-		-		-			(84,654,946	)		-			(84,654,946	)

June\n 30, 2026		-			$	-		-		$	-			-		$	-		$	-			$	-		1,000	$	1		542,851		$	543			1,834			$	2		510,217,444	$	510,217	$	142,718,405		$	(131,408,790	)	$	(24,700	)	$	11,795,678

F-8

Nightfood\nHoldings, Inc. and Subsidiaries

Consolidated\nStatement of Changes in Temporary Equity and Stockholders’ Equity (Deficit)

For\nthe Year Ended June 30, 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Shares		Amount			Shares	Amount	Shares		Amount		Capital		Equity	Shares		Amount			Shares	Amount	Capital		Deficit		Deficit
	Preferred\n Stock - Classified as Temporary Equity
	Series B -\n Convertible		Series C -\n Convertible			Series D -\n Convertible	Additional	Total		Series A					Additional					Total
	Preferred\n Stock		Preferred\n Stock			Preferred\n Stock	Paid-in	Temporary		Preferred\n Stock		Common\n Stock		Paid-in	Accumulated		Stockholders’
	Shares		Amount			Shares	Amount	Shares		Amount		Capital		Equity	Shares		Amount			Shares	Amount	Capital		Deficit		Deficit


June 30, 2024		1,950		$	2		13,333	$	13		1,667		$	2	$	6,036,501		$	6,036,518		1,000	$	1		128,907,407		$	128,907	$	29,027,647	$	(38,626,400	)	$	(9,469,845	)
Balance		1,950		$	2		13,333	$	13		1,667		$	2	$	6,036,501		$	6,036,518		1,000	$	1		128,907,407		$	128,907	$	29,027,647	$	(38,626,400	)	$	(9,469,845	)

Common stock issued for services		-			-		-		-		-			-		-			-		-		-		50,000			50		945		-			995

Series C - convertible preferred stock issued\n for services		-			-		2,000		2		-			-		97,198			97,200		-		-		-			-		-		-			-

Loss on debt extinguishment		-			-		-		-		1,667			1		113,954			113,955		-		-		-			-		-		-			-

Deemed dividend - Series B convertible preferred\n stock - warrant dilution adjustment		-			-		-		-		-			-		11,566			11,566		-		-		-			-		-		(11,566	)		(11,566	)

Acquisition of SWC		-			-		83,333		83		-			-		4,399,899			4,399,982		-		-		-			-		-		-			-

Acquisition of Skytech		-			-		10,000		10		-			-		527,990			528,000		-		-		-			-		-		-			-

Vesting of Series C - convertible preferred\n stock - issued as compensation		-			-		37,300		38		-			-		1,521,802			1,521,840		-		-		-			-		-		-			-

Common stock issued in connection with conversion\n of convertible notes payable		-			-		-		-		-			-		-			-		-		-		8,003,614			8,004		256,116		-			264,120

Net loss		-			-		-		-		-			-		-			-		-		-		-			-		-		(8,115,878	)		(8,115,878	)

June 30, 2025		1,950		$	2		145,966	$	146		3,334		$	3	$	12,708,910		$	12,709,061		1,000	$	1		136,961,021		$	136,961	$	29,284,708	$	(46,753,844	)	$	(17,332,174	)
Balance		1,950		$	2		145,966	$	146		3,334		$	3	$	12,708,910		$	12,709,061		1,000	$	1		136,961,021		$	136,961	$	29,284,708	$	(46,753,844	)	$	(17,332,174	)

The\naccompanying notes are an integral part of these consolidated financial statements

F-9

Nightfood\nHoldings, Inc. and Subsidiaries

DBA\nTechForce Robotics

Consolidated\nStatements of Cash Flows

	2026			2025
	For\n the Year Ended June 30,
	2026			2025

Operating activities
Net loss	$	(84,654,946	)		$	(8,115,878	)
Less: net loss - discontinued\n operations		(3,784	)			(179,694	)
Net loss - continuing operations		(84,651,162	)			(7,936,184	)
Adjustments to reconcile net loss to net cash\n used in operating activities
Depreciation and amortization		3,194,106				45,552
Amortization of right-of-use\n asset		348,502				-
Loss on debt extinguishment		-				113,955
Loss on settlement of pre-existing\n assets		-				1,490,803
Derivative expense		1,438,825				653,792
Loss on settlement of accounts payable - related party		109,283				-
Change in fair value of\n derivative liabilities		(1,007,680	)			190,102
Gain on debt extinguishment\n - derivative liabilities		-				(500,678	)
Amortization of debt discount		3,279,129				332,021
Bad debt expense		58,769				201,859
Stock issued for services		366,720				98,195
Stock issued for intellectual\n property		253,400				-
Vesting of Series C - preferred\n stock - issued as compensation		2,003,110				1,521,840
Recognition of stock based\n compensation - stock options		439,608				-
Interest expense incurred\n in connection with increase in debt principal		48,805				73,750
Impairment of goodwill		63,886,000				897,542
Recognition of commitment\n fee expense		258,723				-
Changes in operating assets and liabilities
(Increase) decrease in
Accounts receivable		(172,440	)			(66,141	)
Inventory		54,844				(67,288	)
Prepaids and other		(540,281	)			123,983
Increase (decrease) in
Accounts payable and accrued\n expenses		(1,076,645	)			1,495,231
Accounts payable and accrued\n expenses - related party		3,792,037				(282,910	)
Deferred revenues		50,471				45,029
Operating\n lease liability		(80,975	)			-
Net cash used in operating activities - continuing\n operations		(7,946,851	)			(1,569,547	)
Net cash used in operating\n activities - discontinued operations		(105,001	)			(64,936	)
Net cash used in operating\n activities		(8,051,852	)			(1,634,483	)

Investing activities
Cash acquired in acquisitions		1,269,000				28,340
Acquisition of property and equipment		(577,910	)			(200,851	)
Advances to future targets\n - including interest receivable		-				(429,607	)
Net\n cash provided by (used in) investing activities		691,090				(602,118	)

Financing activities
Proceeds from common stock issued for cash		962,552				-
Cash paid as direct offering costs		(9,571	)			-
Proceeds from notes payable		-				1,547,000
Repayments on notes payable		(20,254	)			(23,988	)
Proceeds from convertible notes payable		4,053,248				959,650
Repayments on convertible notes payable		-				(33,490	)
Proceeds from line of credit - related party		3,182,000				-
Repayments on mortgage\n notes payable		(291,555	)			-
Net\n cash provided by financing activities		7,876,420				2,449,172

Net increase in cash		515,658				212,571

Cash\n - beginning of year		350,231				137,660

Cash\n - end of year	$	865,889			$	350,231

Supplemental disclosure\n of cash flow information
Cash paid for interest	$	1,117,765			$	32,802
Cash paid for income\n tax	$	-			$	-

Supplemental disclosure\n of non-cash investing and financing activities
Issuance of Series C\n - convertible preferred stock in connection with acquisition of Rancho Mirage	$	42,280,080			$	-
Issuance of Series C\n - convertible preferred stock in connection with acquisition of Victorville	$	39,000,060			$	-
Contingent consideration\n arrangement - Series C - convertible preferred stock - Victorville	$	7,125,000			$	-
Contingent consideration\n arrangement - Series C - convertible preferred stock - Rancho Mirage	$	4,800,000			$	-
Forgiveness of pre-existing\n relationship with target acquiree	$	2,652,671			$	-
Net deficit of Victorville\n and Rancho Mirage acquisitions	$	2,617,000			$	-
Discounts in connection\n with issuance of debt and warrants - convertible notes payable	$	4,781,177			$	904,126
Right-of-use asset obtained\n in exchange for new operating lease liability	$	2,091,012			$	-
Common stock issued\n in connection with conversion of convertible notes payable	$	1,200,107			$	264,120
Cashless exercise of warrants	$	2,465			$	-
Conversion of accounts\n payable into convertible note payable - related party	$	73,927			$	-
Conversion of accounts\n payable into note payable - related party	$	10,590			$	-
Common stock issued\n in exchange for subscription receivable	$	24,700			$	-
Reclassification from\n accounts payable - related party to line of credit - related party	$	210,000			$	-
Issuance of Series C\n - convertible preferred stock in connection with acquisition of SWC	$	-			$	4,399,982
Issuance of Series C\n - convertible preferred stock in connection with acquisition of Skytech	$	-			$	528,000
Deemed dividend associated\n with Series B, convertible preferred stock - dilutive warrant adjustments	$	-			$	11,566
Net equity of SWC acquired	$	-			$	1,142,145
Net equity of Skytech\n acquired	$	-			$	262,150

The\naccompanying notes are an integral part of these consolidated financial statements

F-10

NIGHTFOOD\nHOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Note\n1 - Organization and Nature of Operations

Organization\nand Nature of Operations

Nightfood\nHoldings, Inc. and its subsidiaries (“Nightfood,” “NGTF,” “we,” “our,” or the\n“Company”) is a service robotics and hospitality technology company. The Company develops, deploys, and commercializes\nAI-powered autonomous robots for the hospitality, foodservice, and facilities-management industries.

The\nCompany also has acquired and operates hotel properties, which serve both as hospitality operations and as deployment sites for its robotics\nsolutions.

The\nCompany’s subsidiary SWC Group, Inc. (d/b/a CarryOutSupplies.com) distributes disposable foodservice packaging and provides logistics\nand supply-chain support to the Company’s other operations.

The\nCompany’s operations are organized into three (3) principal business segments, with a fourth legacy line presented as discontinued\noperations:

Foodservice\n Packaging:

Through\nits wholly owned subsidiary SWC Group, Inc. (d/b/a CarryOutSupplies.com) (“SWC”), the Company operates as a business-to-business\n(“B2B”) enterprise focused on the wholesale distribution of disposable foodservice packaging products.

Product\nofferings include printed paper cups, plastic cups, food containers, bags, and related consumables for restaurants, cafés, and\nother foodservice establishments. Operations are conducted primarily through the Company’s e-commerce platform, www.carryoutsupplies.com,\nwhich serves customers across the United States.

Activities\ninclude product design, sourcing from domestic and international manufacturers, quality control, warehousing, and fulfillment. Customers\nare primarily small to mid-sized businesses in the hospitality and foodservice industries, with no material dependence on any single\ncustomer or supplier.

This\nsegment began operations in connection with the acquisition of SWC Group, Inc. on March 31, 2025.

F-11

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Robotics-as-a-Service\n (RaaS):

Through\nits subsidiaries, TechForce Robotics, Inc. (formerly Skytech Automated Solutions, Inc.) (“TechForce”) and Future Hospitality\nVentures Holdings, Inc. (“FHVH”), the Company develops and delivers automation solutions that perform routine and repetitive\ntasks in foodservice and hospitality operations.

On\nFebruary 2, 2024, FHVH began operating under the trade name RoboOp365.

On\nSeptember 2, 2025, Skytech Automated Solutions, Inc. changed its name to TechForce Robotics, Inc.

Business\nModel

The\nCompany offers its automation solutions under a Robotics-as-a-Service (RaaS) model, generally structured as multi-year lease and service\nagreements following an initial pilot and site-preparation period. Under these arrangements, customers pay a recurring monthly fee for\ndeployed equipment and related services. Fees may vary depending on the scale of deployment, number of units, and customer-specific requirements.\nThe Company recognizes revenue on a monthly basis as services are rendered.

Hospitality\n Asset Ownership:

The\nCompany acquires, owns, and operates hotel properties, which serve both as hospitality operations and as deployment sites for the Company’s\nautomation technologies. The hospitality segment became active in the fiscal year ended June 30, 2026 with the acquisitions of two (2)\nhotel properties described in Note 9.

Franchise\nOperations

The\nCompany owns and operates its hotels under long-term franchise agreements with established national hotel brands. These arrangements\ngrant the Company the right to operate its hotels using the brand’s trademarks, systems, reservation channels, and operating standards\nin exchange for various franchise-related fees, which generally include:

●

Royalty\n fees, typically calculated as a percentage of room revenue;

F-12

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

\n\n\n

	●	Marketing,\n loyalty, and reservation assessments supporting brand-wide advertising and distribution systems;\n and
	●	System\n fees associated with participation in required brand programs and technology platforms.

Under\neach franchise agreement, the Company is required to comply with the brand’s operating manuals, service standards, and property-level\nspecifications, including ongoing maintenance, periodic upgrades, and compliance with brand-mandated property improvement plans (“PIPs”).\nFailure to meet these requirements may result in financial penalties or loss of franchise rights. Franchise agreements generally have\ninitial terms of 10 to 20 years and include renewal options subject to the franchisor’s approval. Transfers, encumbrances, or material\nmodifications of a franchised hotel typically require prior franchisor consent.

The\nCompany engages third-party hotel management companies to operate the hotel properties, as required under applicable franchise agreements.\nWhile day-to-day operations are managed by third-party operators, the Company retains responsibility for capital expenditures, compliance\nwith franchise brand standards, and oversight of financial and operating performance.

The\nhotel acquisitions have been accounted for as business combinations under ASC 805, Business Combinations. See Note 9.

Snack\n and Beverages (Discontinued Operations):

The\nCompany previously operated a small legacy business selling snacks and beverages, which was discontinued on June 30, 2025 and is presented\nas discontinued operations. See Note 14.

Fiscal\nYear

The\nCompany’s fiscal year end is June 30.

F-13

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Organizational\nStructure

Schedule of Organizational Structure

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Company\n Name		Incorporation\n Date		State\n of Incorporation

Nightfood\n Holdings, Inc. (“NGTF”) DBA TechForce Robotics			October 16, 2013		Nevada
Nightfood,\n Inc. (“Nightfood”)	2		January\n 14, 2010		New\n York
Future\n Hospitality Ventures Holdings, Inc. (“FHVH”) DBA RoboOp365			December 28, 2023		Nevada
SWC\n Group, Inc. (“SWC”) DBA CarryoutSupplies.com	1		July\n 19, 2004		California
TechForce\n Robotics, Inc. FKA Skytech Automated Solutions, Inc. (“Skytech”)	1		October\n 6, 2023		Delaware
Victorville\n Treasure Holdings, LLC DBA Holiday Inn (“VV”)	3		February\n 26, 2014		California
Treasure\n Mountain Holdings, LLC DBA Hilton Garden Inn (“RM”)	4		July\n 5, 2013		California

1\nAcquired on March 31, 2025.

2\nDiscontinued operations effective June 30, 2025.

3\nAcquired August 27, 2025.

4\nAcquired September 30, 2025.

Basis\nof Presentation

The\naccompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the\nUnited States of America (“U.S. GAAP”).

Liquidity\nand Going Concern

As\nreflected in the accompanying consolidated financial statements, for the year ended June 30, 2026, the Company had:

\n\n\n

●	Net\n loss attributable to common stockholders of $84,654,946; and
●	Net\n cash used in operating activities was $8,051,852

Additionally,\nat June 30, 2026, the Company had:

\n\n\n\n \n\n

●	Accumulated\n deficit of $131,408,790
●	Working\n capital deficit of $29,761,991; and
●	Cash\n on hand of $865,889

Following\nthe acquisitions of SWC Group, Inc. and TechForce Robotics, Inc. (formerly Skytech Automated Solutions, Inc.) during the fiscal year\nended June 30, 2025, the Company initiated early customer deployments under its Robotics-as-a-Service (“RaaS”) model and\ncommenced revenue-generating activities. While these deployments represent an important step toward building recurring revenue, revenues\nto date have not been sufficient to fund ongoing operations.

Similarly,\nfollowing the acquisitions of the Victorville and Rancho Mirage hotel properties during the fiscal year ended June 30, 2026, the Company\nbegan generating revenue within its hospitality segment. Although these hotels provide recurring operating revenue from lodging and related\nguest services, current levels of hotel revenue are also insufficient to support the Company’s ongoing operating and development\nactivities.

F-14

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Liquidity\nOutlook

Based\non current operating levels and cash usage forecasts, the Company’s existing cash resources are not sufficient to fund operations\nfor the twelve months following the issuance of these consolidated financial statements without obtaining additional financing.

Historically,\nthe Company has relied on both third-party and related-party debt financing to fund operations. There can be no assurance that additional\nfinancing will be available on commercially acceptable terms, or at all. Further, there is no assurance that any financing obtained will\nbe sufficient to enable the Company to complete its strategic initiatives or achieve profitable operations.

If\nthe Company is unable to secure sufficient capital, it may be required to slow expansion efforts, reduce operating expenditures, or modify\nits strategic plans.

Going\nConcern

These\nfactors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these\nconsolidated financial statements are issued.

The\naccompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets\nand satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments\nrelating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might\nresult from the outcome of this uncertainty.

Management’s\nplans to address these matters include the following:

\n\n\n\n\n\n\n

	●	Expanding\n into new and existing markets, with an emphasis on the RaaS model;
	●	Obtaining\n additional debt and/or equity financing to support working capital and growth;
	●	Pursuing\n strategic collaborations and partnerships; and
	●	Selectively\n evaluating acquisitions that enhance or complement the Company’s business model.

F-15

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Note\n2 - Summary of Significant Accounting Policies

Principles\nof Consolidation

The\nconsolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly\nowned subsidiaries. The Company consolidates entities where it has a controlling financial interest, as defined by ASC 810, “Consolidation”.

In\naccordance with ASC 810-10, consolidation applies to:

\n\n\n

	●	Entities\n with more than 50% voting interest, unless control is not with the Company; and
	●	Variable\n Interest Entities (VIEs), where the Company is the primary beneficiary, possessing both (i)\n power over significant activities and (ii) the obligation to absorb losses or receive benefits.

All\nintercompany transactions and balances are eliminated in consolidation. The Company continuously evaluates its investments and relationships\nto assess consolidation requirements.

Business\nCombinations and Asset Acquisitions

The\nCompany accounts for acquisitions in accordance with ASC 805, Business Combinations. Transactions that meet the definition of\na business are accounted for using the acquisition method of accounting. Transactions that do not meet the definition of a business are\naccounted for as asset acquisitions under ASC 805-50. The Company also evaluates whether a transaction should be accounted for as a reverse\nacquisition under ASC 805-40.

Business\nCombinations

For\ntransactions classified as business combinations, the Company:

\n\n\n\n\n\n\n

	●	Recognizes\n and measures identifiable assets acquired, liabilities assumed, and noncontrolling interests\n at their fair values at the acquisition.
	●	Records\n goodwill as the excess of the fair value of consideration transferred over the fair value\n of net assets acquired, including any previously held equity interests.
	●	Expenses\n acquisition-related costs as incurred.
	●	\n Measures the assets acquired and liabilities assumed at fair value at the acquisition date, with adjustments permitted\nwithin the measurement period (not exceeding one year) and adjustments beyond the measurement period recorded in earnings. The allocations\nfor the Victorville and Rancho Mirage acquisitions were final at June 30, 2026 and no measurement period adjustments were recorded.

F-16

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Significant\njudgments in fair value determinations include:

\n\n\n

	●	Intangible\n asset valuations, based on estimates of future cash flows and discount rates.
	●	Useful\n life assessments, impacting amortization and financial results.

Asset\nAcquisitions

For\ntransactions classified as asset acquisitions under ASC 805-50, the Company:

\n\n\n\n\n

	●	Applies\n the “screen test” to determine whether substantially all of the fair value of\n gross assets acquired is concentrated in a single identifiable asset or group of similar\n assets.
	●	Allocates\n the purchase price using a cost accumulation model, assigning costs to acquired assets based\n on their relative fair values.
	●	Capitalizes\n direct acquisition costs as part of the asset’s cost, unlike business combinations\n where such costs are expensed.

Acquisition\nof BIM-E Intellectual Property and Technology Assets

On\nFebruary 17, 2026, the Company acquired intellectual property and technology assets (the “BIM-E Assets”) relating to an autonomous\nbeverage dispensing robotics platform from an individual seller (the “Seller”) pursuant to an Asset Purchase and IP Assignment\nAgreement. The BIM-E Assets consist of patents and patent applications, software, artificial intelligence and machine learning models\nand datasets, trade secrets, trademarks and related domain names and code repositories. No liabilities of the Seller were assumed.

Concurrently,\nthe Company entered into an Employment Agreement engaging the Seller as Chief Mechatronics Architect and an Incentive Award Agreement\nproviding for performance-based warrants tied to revenue milestones of the BIM-E platform.

F-17

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

The\ntransaction does not constitute a business combination because substantially all of the fair value of the gross assets acquired is concentrated\nin a single identifiable asset group, and it has been accounted for as an asset acquisition under ASC 805-50.

Consideration\nconsisted of 7,000,000 fully vested, non-forfeitable shares of the Company’s common stock issued to the Seller on February 17,\n2026 at a fair value of $0.0362/share, the closing market price on that date, or $253,400 in the aggregate.

The\nBIM-E Assets are in-process research and development with no alternative future use. In accordance with ASC 730-10-25-2(c), the $253,400\nwas expensed as research and development within general and administrative expenses in the consolidated statements of operations for\nthe year ended June 30, 2026. No portion of the consideration was attributed to the Seller’s employment. Research and development costs are\nexpensed as incurred in accordance with ASC 730, Research and Development. Total research and development costs charged to expense were\n$347,625 and $843 for the years ended June 30, 2026 and 2025, respectively, including the $253,400 of acquired in-process research and\ndevelopment described above. Research and development costs are included in general and administrative expenses.

The\nEmployment Agreement provides the Seller an annual base salary of $100,000 and performance-based, cashless-exercise warrants (the “Earn-Out\nWarrants”) to purchase common stock at an exercise price of $0.04/share with a five (5) year term. The Earn-Out Warrants are earned\nin tranches of 10,000,000 warrants for each incremental $5,000,000 of trailing twelve (12) month revenue attributable to the BIM-E platform,\nup to a maximum of 100,000,000 warrants at $50,000,000 of trailing twelve (12) month revenue.

The\nEarn-Out Warrants are performance-based awards under ASC 718. Compensation cost is recognized when achievement of the revenue condition\nbecomes probable. As of June 30, 2026, no revenue milestone was probable of achievement and no compensation cost has been recognized.

Warrant\nClassification. The Company evaluated the Earn-Out Warrants under ASC 815-40, Derivatives and Hedging - Contracts in Entity’s\nOwn Equity, and ASC 480, Distinguishing Liabilities from Equity. The cashless exercise feature results in a fixed-for-fixed settlement\nin the Company’s own shares, and the warrants contain only standard anti-dilution adjustments that do not preclude equity classification.\nAccordingly, the Earn-Out Warrants are indexed to the Company’s own stock and meet the conditions for equity classification under\nASC 815-40-25. If and when issued, the warrants are expected to be classified within stockholders’ equity.

F-18

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Goodwill\nand Impairment

Goodwill\nrepresents the excess of the purchase price over the fair value of net assets acquired in a business combination. Goodwill is not amortized,\nbut is reviewed for impairment at least annually, as of June 30, or more frequently if events or changes in circumstances indicate the\ncarrying value of goodwill may not be recoverable.

For\nimpairment testing purposes, goodwill is assigned to the reporting unit(s) expected to benefit from the synergies of the acquisition.\nThe Company performs either a qualitative assessment (“Step 0”) to determine whether it is more likely than not that the\nfair value of a reporting unit is less than its carrying value, or a quantitative assessment when required.

\n\n\n

	●	If\n the qualitative assessment indicates potential impairment, the Company estimates the fair\n value of the reporting unit and compares it with its carrying amount, including goodwill.
	●	If\n the carrying amount exceeds fair value, an impairment charge is recognized for the difference,\n not to exceed the carrying value of goodwill.

Significant\njudgments in goodwill impairment testing include:

\n\n\n\n\n\n\n

	●	Determining\nthe appropriate reporting units and assigning assets and liabilities to those reporting units.
	●	Forecasting\n future cash flows.
	●	Selecting\n appropriate discount rates and market multiples.
	●	Assessing\n macroeconomic factors, industry trends, and Company-specific performance.

Impairment\nCharges

Fiscal\nYear End June 30, 2026

For\nthe year ended June 30, 2026, the Company recorded goodwill impairment charges of $63,886,000, consisting of $29,544,000 at the\nVictorville reporting unit, $31,993,000 at the Rancho Mirage reporting unit and $2,349,000 at the SWC reporting unit, based on its\nannual impairment test performed as of June 30, 2026. The impairment resulted from operating results at both hotels and SWC falling\nbelow the expectations and forecasts used at the acquisition dates. Fair value was determined using an income approach prepared with\nthe assistance of a third-party valuation firm and is a Level 3 measurement. The Victorville and Rancho Mirage reporting units are included in the Hotel\nOperations reportable segment and the SWC reporting unit is included in the Foodservice Packaging Distribution reportable segment. The charges are final and are not provisional estimates. See Note 9.

Fiscal\nYear End June 30, 2025

The\nCompany recorded a goodwill impairment charge of $897,542 for the year ended June 30, 2025.

F-19

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

The\n2025 impairment charge relates to goodwill arising from the acquisition of FHVH recorded during the fiscal year ended June 30, 2024,\nwhich was determined to be not recoverable based on the Company’s annual impairment testing under ASC 350, Intangibles - Goodwill\nand Other.

Business\nSegments and Expense Disclosure

An\noperating segment is a component of a public entity that:

\n\n\n\n\n

	●	Engages\n in business activities from which it may earn revenues and incur expenses;
	●	Has\n operating results that are regularly reviewed by the Chief Operating Decision Maker (“CODM,”\n which is our Chief Executive Officer) to make decisions about resource allocation and performance\n assessment; and
	●	Has\n discrete financial information available.

Following\nthe acquisition of SWC Group, Inc. (d/b/a CarryOutSupplies.com) on March 31, 2025, the commencement of commercial activities under the\nRobotics-as-a-Service (“RaaS”) model, and the acquisitions of two hotel properties during the fiscal year ended June 30,\n2026, management determined that the Company operates in three (3) reportable segments: Foodservice Packaging Distribution, RaaS, and\nHotel Operations. See Note 13.

Discontinued\nOperations

The\nCompany’s legacy Snacks and Beverages activity has been discontinued. The results of this activity are presented separately from\ncontinuing operations.

Segment\nExpense Disclosure

Effective\nJuly 1, 2024, the Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.\nThe amended guidance requires enhanced disclosures about reportable segment expenses, including:

\n\n\n\n\n\n\n

	●	Significant\n segment expenses that are regularly provided to and reviewed by the CODM
	●	The\n measure of segment profit or loss used by the CODM
	●	A\n description of other segment items included in that measure
	●	How\n expense amounts are allocated among segments

The Company’s chief operating decision maker\n(CODM) is its Chief Executive Officer. The CODM evaluates segment performance based on segment revenues, segment costs and expenses, segment\nother income (expense) - net, segment operating income (loss) and segment net income (loss), each as presented in Note 13. The CODM is\nnot provided with, nor does he review, further disaggregated expense information below those measures, other than expenses reported as\nOther Corporate Overhead in Note 13, which are not allocated to the operating segments.

Accordingly, the Company’s disclosures include\nthe segment revenues, costs and expenses, other income (expense) - net, operating income (loss) and net income (loss) reviewed by the\nCODM, as well as “other segment items” necessary to reconcile segment profit (loss) to consolidated loss before income taxes.\nNo additional segment-level expense categories are required to be presented under ASU 2023-07 because no such detailed expense information\nis provided to or used by the CODM in assessing segment performance.

F-20

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Use\nof Estimates and Assumptions

The\npreparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”)\nrequires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures.\nThese estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities\nas of the reporting date, and the recognition of revenues and expenses during the reporting period. Actual results may differ from those\nestimates, and such differences may be material.

Estimates\nand assumptions are evaluated on an ongoing basis and are based on historical experience, current economic conditions, industry trends,\nand other relevant quantitative and qualitative factors. Changes in estimates are recorded in the period in which they become known and\nare accounted for prospectively.

Significant\nestimates for the years ended June 30, 2026 and 2025, include:

\n\n\n\n \n\n \n\n \n\n

●	Allowance\nfor expected credit losses on accounts receivable and other receivables;
●	Inventory\n valuation and obsolescence reserves;
●	Fair\n value measurements related to business combinations under ASC 805, including:
	Purchase\n price consideration, including the fair value of Series C Convertible
	Preferred\n Stock issued as acquisition consideration;

\n\n \n\n\n \n \n\n \n \n\n \n

	●	Fair\nvalue of identifiable intangible assets;
	●	Fair\nvalue of property and equipment;
	●	Fair\nvalue of contingent consideration; and
	●	Allocation\n of purchase price to identifiable assets and liabilities, including the \tresulting goodwill;

\n\n \n\n\n \n\n \n\n

●	Impairment\n assessment of goodwill and indefinite-lived intangible assets;
●	Impairment\n assessment of long-lived assets, including finite-lived intangible assets and property and\n equipment;
●	Fair\n value of derivative liabilities;
●	Classification\n of convertible preferred stock between temporary equity and permanent equity;
●	Valuation\n of stock-based compensation;

F-21

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

\n\n\n\n \n\n \n\n

●	Estimated\n useful lives of property and equipment and finite-lived intangible assets;
●	Assessment\n of the Company’s ability to continue as a going concern;
●	Valuation\n of loss contingencies; and
●	Valuation\n allowance on deferred tax assets and assessment of uncertain tax positions.

Risks,\nUncertainties and Concentrations

The\nCompany is exposed to risks arising from the use of estimates and from concentrations that could significantly affect the amounts reported\nin the near term, which it discloses in accordance with ASC 275, Risks and Uncertainties.

Revenue\nand Asset Concentration

Substantially\nall hospitality segment revenue is generated by two (2) hotel properties located in Victorville and Rancho Mirage, California, which\nalso represent a significant portion of the Company’s total assets. A decline in performance at either property could have a material\nadverse effect on the Company’s consolidated financial position and results of operations, including a decline resulting from:

\n\n\n\n\n\n\n

	●	local\n economic conditions;
	●	competitive\n pressures;
	●	natural\n disasters; or
	●	loss\n of franchise rights.

Geographic\nConcentration

The\nCompany’s hotel operations, robotics deployment activities and warehouse and distribution facilities are concentrated in the State\nof California. As a result, the Company is disproportionately exposed to conditions specific to that state, including:

\n\n\n\n\n\n\n

	●	regulatory\n changes;
	●	economic\n conditions;
	●	natural\n disasters; and
	●	labor\n market conditions.

Franchise\nConcentration

The\nhotel properties operate under franchise agreements with national hotel brands. Hospitality revenue depends on continued compliance with\nbrand standards, including:

●

property\n maintenance requirements;

F-22

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

\n\n\n

	●	periodic\n property upgrades; and
	●	participation\n in brand programs.

Loss\nof either franchise agreement could materially impair the Company’s hospitality operations and the carrying value of the related\nassets.

Customer\nConcentration

For\nthe fiscal year ended June 30, 2026, no single customer accounted for 10% or more of the Company’s consolidated revenues. The Foodservice\nPackaging Distribution segment serves a diversified base of local small to mid-sized foodservice operators with no material dependence\non any single customer.

Supplier\nConcentration

The\nCompany sources robotics components and hardware from a limited number of domestic and international suppliers. Alternative sources\nof supply are available for the Company’s robotic units and components, and the Company is not dependent on any single\nsupplier. Management has concluded that no concentration of suppliers existed at June 30, 2026 or 2025 that would make the Company\nvulnerable to the risk of a near-term severe impact. Deployments could nevertheless be delayed and RaaS operations adversely\naffected by:

\n\n\n\n\n

	●	an\n interruption in supply;
	●	quality\n issues; or
	●	changes\n in supplier pricing or availability.

The\nFoodservice Packaging Distribution segment sources products from multiple domestic and international manufacturers with no material dependence\non any single supplier.

Key\nPersonnel

The\nCompany depends on the continued services of its Chief Executive Officer, who holds all 1,000 outstanding shares of Series A Super Voting\nPreferred Stock and thereby has effective voting control of the Company. Loss of the Chief Executive Officer’s services could have\na material adverse effect on the Company’s operations and strategic direction.

Fair\nValue of Financial Instruments

The\nCompany accounts for financial instruments in accordance with Financial Accounting Standards Board (FASB) ASC 820, Fair Value Measurements,\nwhich establishes a framework for measuring fair value and requires related disclosures. Fair value is defined as the price that would\nbe received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement\ndate. The fair value measurement is based on the Company’s principal market or, if none exists, the most advantageous market for\nthe asset or liability.

F-23

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Fair\nValue Hierarchy

ASC\n820 requires the use of observable inputs whenever available and establishes a three-tier hierarchy for measuring fair value:

\n\n\n\n\n

	●	Level\n 1 - Quoted market prices (unadjusted) for identical assets or liabilities in active markets.
	●	Level\n 2 - Observable inputs other than quoted prices in active markets, such as quoted prices for\n similar assets and liabilities or inputs that are directly or indirectly observable.
	●	Level\n 3 - Unobservable inputs that require significant judgment, including management assumptions\n and estimates based on available market data.

The\nclassification of an asset or liability within the hierarchy is based on the lowest level of input that is significant to the fair value\nmeasurement. Level 3 valuations generally require more judgment and complexity, often involving a combination of cost, market, or income\napproaches, as well as assumptions about market conditions, pricing, and other factors.

Financial\nInstruments Carried at Historical Cost

The\nCompany’s financial instruments carried at historical cost include cash, accounts receivable, accounts payable and accrued expenses\n(including related party balances), and certain debt instruments. As of June 30, 2026 and 2025, the carrying amounts of these instruments\napproximated their fair values due to their short-term maturities.

Cash\nand Cash Equivalents and Concentration of Credit Risk

For\npurposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months\nor less at the purchase date and money market accounts to be cash equivalents.

At\nJune 30, 2026 and 2025, the Company did not have any cash equivalents.

The\nCompany is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent\naccount balances exceed the amount insured by the FDIC, which is $250,000.

F-24

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

At\nJune 30, 2026 and 2025, the Company did not experience any losses on cash balances in excess of FDIC insured limits.

Accounts\nReceivable

The\nCompany accounts for accounts receivable in accordance with ASC 310, Receivables. Accounts receivable are stated at their net\nrealizable value, which represents the amounts expected to be collected from customers.

Trade\nreceivables primarily arise from:

\n\n\n\n\n\n\n \n\n

	●	Foodservice\n Packaging Distribution - invoiced product sales
	●	RaaS\n - monthly service fees billed in arrears
	●	Hotel\n Operations -
	●	Guest\n ledger receivables, representing charges incurred by in-house guests prior to settlement\n at check-out
	●	City\n ledger receivables, representing amounts due from corporate accounts, groups, travel agencies,\n and other third-party billing arrangements

The\nCompany does not require collateral and does not accrue interest on past-due balances.

Allowance\nfor Expected Credit Losses

The\nCompany evaluates the collectability of accounts receivable and records an allowance for expected credit losses in accordance with\nASC 326, Financial Instruments - Credit Losses (“CECL”). The allowance is\nestimated using a provision matrix approach based on:

\n\n\n\n\n\n\n

	●	historical\n loss experience by revenue stream,
	●	customer\n aging and payment trends,
	●	current\n economic conditions, and
	●	reasonable\n and supportable forecasts.

Guest\nledger balances generally have short settlement periods and historically low loss experience, while city ledger balances and trade receivables\nare evaluated based on aging, customer credit quality, and historical write-offs.

Amounts determined to be uncollectible are written\noff against the allowance when collection efforts have been exhausted.

Allowance\nfor expected credit losses was $54,498 and $51,962, at June 30, 2026 and 2025, respectively.

F-25

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

The\nfollowing is a summary of the Company’s accounts receivable at June 30, 2026 and 2025:

Schedule of Accounts Receivable

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June\n 30, 2026		June\n 30, 2025

Accounts\n receivable	$	298,384		$	98,177
Less:\n allowance for credit losses		54,498			51,962
Accounts\n receivable - net	$	243,886		$	46,215

Bad\nDebt Expense

For\nthe years ended June 30, 2026 and 2025, bad debt was as follows:

Schedule of Bad Debt

\n \n \n \n \n \n \n \n \n

Year\n Ended June 30,
2026		2025
$	58,769		$	201,859

Bad\ndebt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements\nof operations.

Inventory

The\nCompany accounts for inventory in accordance with ASC 330, Inventory. Inventory is stated at the lower of cost or net realizable\nvalue (“LCNRV”) using the first-in, first-out (FIFO) method. Inventory consists of items held for sale or use in the ordinary\ncourse of business across the Company’s operating segments.

Continuing\nOperations

As\nof June 30, 2026 and 2025, inventory consisted primarily of:

●

Foodservice\n Packaging Distribution:

Finished\ngoods including paper cups, plastic cups, food containers, bags, and other disposable consumables.

●

Robotics-as-a-Service\n (RaaS):

None.\nInventory used in RaaS deployments (e.g., spare parts, components) is expensed as incurred and not carried as inventory.

F-26

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

●

Hotel\n Operations:

Food\nand beverage inventory and retail/minibar items held for sale. Hotel operating supplies not held for sale - such as guest amenities,\nlinens, and cleaning supplies - are expensed as incurred and excluded from inventory.

Inventory\nValuation and Reserves

Management evaluates inventory at each reporting date\nto determine whether reserves are required for slow-moving, obsolete or impaired items or for items whose net realizable value is below\ncost. In performing this assessment, management considers:

\n\n\n\n\n\n\n\n\n

	●	aging\n and turnover trends;
	●	expected\n future demand;
	●	historical\n usage and spoilage (particularly for perishable hotel F&B items);
	●	current\n market and pricing conditions; and
	●	estimated\n net realizable value.

Adjustments\nto inventory reserves are recorded within cost of revenues in the period identified.

No\ninventory write-downs or adjustments to LCNRV were recorded during the years ended June 30, 2026 and 2025.

At\nJune 30, 2026 and 2025, inventory was as follows:

Schedule of Inventory

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Classification	June\n 30, 2026		June\n 30, 2025
Packaging\n and supplies	$	271,411		$	319,491
Food\n and beverage		40,236			-
Total\n Inventory	$	311,647		$	319,491

Inventory at June 30, 2025 included $92,513 of inventory in transit.

Property\nand Equipment

Property\nand equipment are recorded at cost, net of accumulated depreciation, in accordance with ASC 360, “Property, Plant, and Equipment.”\nDepreciation is calculated using the straight-line method over the estimated useful lives of the assets.

Repairs\nand maintenance expenditures that do not materially extend the useful life of an asset are expensed as incurred. Significant improvements\nor upgrades that increase the asset’s productivity, efficiency, or useful life are capitalized.

F-27

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Property\nImprovement Plans (“PIPs”)

In\nconnection with operating franchised hotel properties, the Company is periodically required under its franchise agreements to complete\nProperty Improvement Plans (“PIPs”), which generally include renovations, replacements, and upgrades to guestrooms, public\nareas, building systems, and other components of the hotels.

PIP-related\nexpenditures are evaluated under ASC 360 to determine whether they should be capitalized or expensed:

●

Capitalized\n PIP costs

PIP\ncosts are capitalized when they represent betterments or improvements that:

\n\n \n\n \n\n

	●	extend\n the useful life of the asset;
	●	increase\n the asset’s capacity or efficiency;
	●	materially\n upgrade the property to meet current brand standards; or
	●	replace\n major components of the hotel.

Capitalized\nPIP costs are recorded as part of buildings and improvements or FF&E and depreciated over their estimated useful lives.

●

Expensed\n as incurred

Routine\nrepairs, maintenance, cosmetic refreshes, and other PIP activities that do not extend useful life or enhance the asset’s functionality\nare expensed as incurred.

The\ndetermination of whether a PIP expenditure should be capitalized or expensed requires judgment and is based on the nature of the work\nperformed, the condition of the underlying assets, and the extent to which the PIP activity enhances or extends the property’s\nutility.

Each\nhotel property, including its land, building and improvements, furniture, fixtures and equipment, and identifiable intangible assets,\nis the asset group at which recoverability is evaluated under ASC 360-10, and each hotel property is a separate reporting unit for goodwill\nimpairment testing under ASC 350. See Note 9.

Disposals

Upon\ndisposal or sale of property and equipment, the cost and related accumulated depreciation are removed from the accounts, and any resulting\ngain or loss is recognized in the statement of operations.

F-28

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Impairment\nof Long-lived Assets

The\nCompany evaluates the recoverability of long-lived assets, including identifiable intangible assets, in accordance with FASB ASC 360-10-35-15,\nImpairment or Disposal of Long-Lived Assets.

An\nimpairment review is triggered when events or circumstances indicate that the carrying value of an asset group may not be recoverable.\nFactors considered include, but are not limited to:

\n\n\n\n\n\n\n

	●	Significant\n changes in expected performance compared to prior forecasts,
	●	Changes\n in asset utilization, including discontinued or modified use,
	●	Negative\n industry or economic trends that impact asset value, and
	●	Strategic\n shifts in the Company’s business operations.

Impairment\nAssessment Process

When\nimpairment indicators exist, the Company performs a recoverability test by comparing the undiscounted future cash flows expected to be\ngenerated from the use and ultimate disposition of the asset group to its carrying amount.

\n\n\n

	●	If\n the undiscounted cash flows exceed the carrying amount, no impairment is recognized.
	●	If\n the undiscounted cash flows are less than the carrying amount, an impairment loss is recognized,\n measured as the excess of the carrying amount over the fair value of the asset.

Impairment\nResults

For\nthe years ended June 30, 2026 and 2025, the Company did not record any impairment losses.

Derivative\nLiabilities

The\nCompany evaluates financial instruments containing characteristics of both liabilities and equity in accordance with FASB ASC 480, Distinguishing\nLiabilities from Equity, and FASB ASC 815, Derivatives and Hedging.

F-29

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Accounting\nfor Derivative Liabilities

Derivative\nliabilities are revalued at fair value at each reporting period, with changes in fair value recognized in the results of operations as\na gain or loss on derivative remeasurement. The Company uses a Black-Scholes option pricing model to determine the fair value of these\ninstruments.

Conversion\nand Extinguishment of Derivative Liabilities

When\na debt instrument with an embedded conversion option (e.g., convertible debt or warrants) is converted into shares of common stock or\nrepaid, the Company:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Records\n the shares issued at the carrying amount of the debt, accrued interest and unamortized discount derecognized when the instrument\n is converted in accordance with its original terms;
	●	Derecognizes\n all related debt, derivative liabilities, and unamortized debt discounts; and
	●	Recognizes\n a gain or loss only where the instrument is settled other than in accordance with its original terms or the conversion is induced.\n No gain or loss was recognized on the conversion of the notes during the\nyears ended June 30, 2026 and 2025, each of which was made at the contractual conversion price. In fiscal 2025, the derivative liability\nrelated to a converted related party note was extinguished, resulting in a gain of $500,678 (Note 11).

For\nequity-based derivative liabilities (e.g., warrants) that are extinguished, any remaining liability balance is reclassified to additional\npaid-in capital.

Reclassification\nof Equity Instruments to Liabilities

Equity\ninstruments initially classified as equity may be reclassified as liabilities if they no longer meet equity classification criteria.\nIn such cases, they are remeasured at fair value on the date of reclassification, with changes recognized in the consolidated statements of operations.

Derivative\nLiability Balances

As\nof June 30, 2026 and 2025, the Company had derivative liabilities of $5,955,393 and $1,102,992, respectively.

Included\nin these totals are amounts to related parties of $472,050 and $297,227, respectively.

See\nNotes 11 and 12.

Original\nIssue Discounts and Other Debt Discounts

The\nCompany accounts for original issue discounts (OID) and other debt discounts in accordance with FASB ASC 835-30, Interest - Imputation\nof Interest. These discounts are recorded as a reduction of the carrying amount of the related debt and are amortized to interest expense\nover the term of the debt using the effective interest method.

F-30

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Stock\nand Other Equity Issued with Debt

The Company may issue common stock or other equity\ninstruments in connection with debt issuance. When common stock or other equity instruments are issued, they are recorded at fair value\nand treated as a debt discount, reducing the carrying amount of the note. These discounts are amortized to interest expense over the life\nof the debt.

The\ncombined debt discounts, including OID and stock-related discounts, cannot exceed the face amount of the debt.

Debt\nIssuance Costs

Debt\nissuance costs, including fees paid to lenders or third parties, are capitalized as a debt discount and amortized to interest expense\nover the life of the debt. These costs are presented as a direct deduction from the carrying amount of the debt liability rather than\nas a separate asset.

Right\nof Use Assets and Lease Obligations

The\nCompany accounts for right-of-use (ROU) assets and lease liabilities in accordance with FASB ASC 842, Leases. These amounts reflect the\npresent value of the Company’s estimated future minimum lease payments over the lease term, including any reasonably certain renewal\noptions, discounted using a collateralized incremental borrowing rate.

The\nCompany classifies its leases as either operating or finance leases. The Company’s leases primarily consist of operating leases,\nwhich are included as Right-of-Use Assets and Operating Lease Liabilities on the consolidated balance sheets.

Short-Term\nLeases

The\nCompany has elected the short-term lease exemption, whereby leases with a term of 12 months or less are not recorded on the balance sheet.\nInstead, lease payments are expensed on a straight-line basis over the lease term.

Lease\nTerm and Renewal Options

In\ndetermining the lease term, the Company evaluates whether renewal options are reasonably certain to be exercised. Factors considered\ninclude:

\n\n\n\n\n\n\n

	●	The\n useful life of leasehold improvements relative to the lease term,
	●	The\n economic performance of the business at the leased location,
	●	The\n comparative cost of renewal rates versus market rates, and
	●	The\n presence of any significant economic penalties for non-renewal.

F-31

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

If\na renewal option is deemed reasonably certain to be exercised, the ROU asset and lease liability reflect those additional future lease\npayments. The Company’s operating leases contain renewal options with no residual value guarantees. Currently, management does\nnot expect to exercise any renewal options, which are therefore excluded in the measurement of lease obligations.

Discount\nRate and Lease Liability Measurement

Since\nthe implicit rate in the leases is not readily determinable, the Company applies an incremental borrowing rate that represents the rate\nit would incur to borrow on a collateralized basis over a similar term and currency environment.

Lease\nImpairment

The\nCompany evaluates ROU assets for impairment indicators whenever events or changes in circumstances suggest the carrying amount may not\nbe recoverable. No impairments of ROU assets were recognized for the years ended June 30, 2026 and 2025, respectively.

See\nNote 15.

Revenue\nRecognition

The\nCompany recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts\nwith Customers (“ASC 606”), when control of the promised goods or services transfers to the customer in an amount that reflects\nthe consideration the Company expects to be entitled to in exchange for those goods or services. The Company applies the following five\n(5) steps to each customer contract:

\n\n\n\n\n\n\n\n\n

	●	identify\n the contract with the customer;
	●	identify\n the performance obligations in the contract;
	●	determine\n the transaction price;
	●	allocate\n the transaction price to the performance obligations; and
	●	recognize\n revenue when, or as, each performance obligation is satisfied.

The\nCompany derives revenue from three (3) revenue streams, which correspond to its three (3) reportable segments (Note 13):

\n\n\n\n\n

	●	foodservice\n packaging distribution;
	●	Robotics\n as a Service (“RaaS”); and
	●	hotel\n operations.

F-32

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

The\nCompany previously generated revenue from the sale of packaged snack and beverage products; that activity was discontinued as of June\n30, 2025 and is presented as discontinued operations (Note 14). The performance obligation, timing of recognition and consideration for\neach revenue stream are summarized in the following table and described below.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Revenue\n Stream	Performance\n Obligation	Timing\n of Recognition	Consideration
Foodservice\n packaging distribution (SWC Group)	Delivery\n of the packaging products ordered by the customer	Point\n in time, upon shipment when control transfers	Fixed\n price per order based on contract or list pricing, paid at the time of order

Robotics\n as a Service (TechForce Robotics and FHVH)	A\n single performance obligation comprising access to robotics equipment, automation and monitoring software, installation, maintenance\n and support over the contract term	Over\n time, ratably each month over the thirty-six (36) month non-cancellable term beginning at go-live	Fixed\n monthly service fee, invoiced monthly in arrears

Hotel\n operations (Victorville Treasure Holdings, LLC and Treasure Mountain Holdings, LLC)	Rooms,\n food and beverage, event and banquet services, and other ancillary guest services, each a distinct performance obligation	Rooms\n daily as each night of occupancy occurs; food, beverage and ancillary services when provided; events when the event occurs	Fixed\n room rates, menu prices and event contract prices, settled at check-out or at the point of sale

A.\nFoodservice Packaging Distribution

SWC\nGroup distributes disposable foodservice packaging products, including custom-printed and stock paper cups, plastic cups, food containers,\nbags and related consumable items, exclusively to business customers on a wholesale basis through the Company’s e-commerce platform\nand direct sales channels.

\n\n\n\n\n\n\n\n\n

	●	Performance\n obligation: each order contains a single performance obligation, the delivery of the\n ordered products.
	●	Timing:\n revenue is recognized at a point in time when control of the products transfers to the customer\n upon shipment. Custom-printed orders are also recognized upon shipment because the customer\n may cancel before shipment and the Company does not have an enforceable right to payment\n for work in process.
	●	Transaction\n price: the fixed consideration stated in the order based on contract or list pricing.\n Products may be returned only if damaged or shipped in error, and the arrangements do not\n provide volume rebates, allowances or other variable consideration.
	●	Payment:\n customers pay at the time of order, and amounts received before shipment are recorded as\n deferred revenue until the products ship.
	●	Principal:\n the Company sources and controls the products, sets prices and bears inventory risk prior\n to transfer, and revenue is recognized on a gross basis.

F-33

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

B.\nRobotics as a Service

TechForce\nRobotics and FHVH provide automation solutions to customers in the foodservice and hospitality industries under service agreements.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	●	Contract\n term: non-cancellable, except for breach, for an initial term of thirty-six (36) months,\n renewing automatically for successive one (1) year periods unless terminated. Renewals are\n accounted for as new contracts.
	●	Pilot\n period: each arrangement begins with a pilot and site-preparation period during which\n the Company installs and integrates the robotic systems and trains the customer’s staff.\n No fee is charged during that period, and the contract term and monthly billing commence\n when the systems go live.
	●	Performance\n obligation: access to the robotic equipment, automation and monitoring software, maintenance,\n software updates and remote technical support together constitute a single performance obligation\n that is a series of distinct daily services. Installation, integration and training are not distinct. The customer cannot benefit from those activities on their\nown or together with other resources readily available to it, because the robotic systems are proprietary and the Company does not sell\nthose activities separately (ASC 606-10-25-19(a)). They are also not separately identifiable within the context of the contract, because\nthe Company provides a significant integration service that combines the equipment, software, installation, integration and training into\nthe combined output the customer contracted for, and they are highly interdependent with the ongoing service (ASC 606-10-25-19(b) and\n25-21).
	●	Transaction\n price: a fixed recurring monthly service fee, which is the only charge under the agreements.\n The contracts do not contain variable consideration.
	●	Timing:\n revenue is recognized over time, ratably each month, because the customer simultaneously\n receives and consumes the benefit of the service as it is performed.
	●	Billing:\n customers are invoiced monthly in arrears. The monthly fee is fixed and the Company’s performance is the same each month, so revenue is recognized ratably\nas the service is provided. No consideration is received before performance.
	●	Equipment:\n the Company owns and deploys all robotic equipment, which is included in property and equipment\n and depreciated over its estimated useful life (Note 3). The Company directs how and when\n the robotic systems perform their tasks through proprietary software, determines operating\n parameters and scheduling, performs all servicing, maintenance and software updates, and\n retains the right to substitute units at its discretion without customer approval. Because\n the customer does not obtain the right to control the use of the equipment, the arrangements\n do not contain a lease under ASC 842, Leases, and the entire arrangement is accounted for\n under ASC 606.
	●	Principal:\n the Company controls the equipment and services throughout the contract term, is primarily responsible for performance,\nbears the inventory and deployment risk and has discretion in establishing the monthly fee charged to the customer, and revenue is recognized\non a gross basis.

C.\nHotel Operations

Victorville\nTreasure Holdings, LLC and Treasure Mountain Holdings, LLC own and operate the Holiday Inn Victorville and the Hilton Garden Inn Rancho\nMirage, respectively, under franchise agreements with the brand owners and management agreements with a third-party hotel management\ncompany. Hotel revenue consists of the following:

●

Rooms:\n each night of occupancy is a distinct performance obligation, and rooms revenue is recognized\n daily at the contracted room rate as each night of occupancy occurs. Payment is settled at\n check-out.

F-34

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

\n\n\n\n\n

	●	Food\n and beverage: restaurant, bar, catering and banquet sales are recognized at the point\n in time the goods or services are provided to the guest.
	●	Events\n and banquets: each event is a single performance obligation recognized when the event\n occurs.
	●	Other\n ancillary services: meeting and event space rentals, parking, resort fees and other guest\n services are recognized when the service is rendered or the rental period has elapsed.

Other\nhotel policies:

\n\n\n\n\n\n\n

	●	Transaction\n price: the fixed room rates, menu prices and event contract prices, including any discounts\n or promotional rates offered to the guest.
	●	Advance\n deposits: billing and payment coincide with the satisfaction of the performance obligations.\n Advance deposits for group bookings and events are recorded as deferred revenue until the\n stay or event occurs and were not significant at June 30, 2026.
	●	Principal:\n the Company owns the properties, controls the rooms and services before they are transferred\n to the guest, sets prices and bears the operating risk of the hotels; the franchisors and\n the hotel manager do not transfer goods or services to the guest. Revenue is recognized on\n a gross basis.
	●	Franchise\n and management fees: franchise royalty, marketing, loyalty and system fees and fees paid\n to the hotel management company are expensed as incurred and included in hotel operating\n expenses, which also consist of rooms, food and beverage, property operations and maintenance,\n utilities, property taxes, insurance and other direct costs of operating the hotel properties.\n Corporate overhead is included in general and administrative expenses.

D.\nPractical Expedients and Policy Elections

The\nCompany has elected the following practical expedients and accounting policies, which apply to all revenue streams:

\n\n\n\n\n

	●	Sales,\n use, occupancy and other taxes collected from customers and remitted to government authorities\n are excluded from revenue.
	●	Shipping\n and handling activities performed after control of a product transfers to the customer are\n accounted for as fulfillment activities rather than as separate performance obligations,\n and the related costs are included in cost of revenue.
	●	The\n transaction price is not adjusted for the effects of a significant financing component when\n the period between the transfer of the goods or services and payment is one (1) year or less.

F-35

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

\n\n\n

	●	Incremental\n costs of obtaining a contract are expensed as incurred when the amortization period would\n have been one (1) year or less. The Company had no capitalized contract costs at June 30,\n 2026 or June 30, 2025.
	●	The\n Company does not disclose the transaction price allocated to remaining performance obligations\n for contracts with an original expected duration of one (1) year or less.

E.\nContract Liabilities (Deferred Revenue)

Deferred\nrevenue represents consideration received in advance of performance and consists of foodservice packaging orders paid by customers before\nshipment, which are recognized as revenue when the products ship. Deferred revenue was $620,196 and $557,725 as of June 30, 2026 and\n2025, respectively, all of which related to foodservice packaging distribution. The Company had no contract assets as of June 30, 2026\nor June 30, 2025.

F.\nDisaggregation of Revenue

Revenue\nby revenue stream, which is also the Company’s reportable segment, for the years ended June 30, 2026 and 2025 is presented in the\nfollowing table. Hotel operations revenue for the year ended June 30, 2026 is included from the acquisition dates of August 27, 2025\nfor Victorville and September 30, 2025 for Rancho Mirage (Note 9). Revenue from the discontinued snack and beverage operations is presented\nin discontinued operations (Note 14).

The\nfollowing represents the Company’s disaggregation of revenues for the years ended June 30, 2026 and 2025:

Schedule of Disaggregation of Revenue

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Year\n Ended June 30,
	2026		2025
	Revenue		%\n of Revenues		Revenue		%\n of Revenues
Foodservice\n Packaging	$	1,609,016		19.80	%	$	466,633	96.75	%
Robotics\n as a Service (RaaS)		62,111		0.76	%		15,652	3.25	%
Hotels		6,455,902		79.44	%		-	0.00	%
Total\n revenues - net	$	8,127,029		100.00	%	$	482,285	100.00	%

Revenue\nis disaggregated by primary revenue stream, consistent with the Company’s reportable segments and the nature, timing, and uncertainty\nof revenue recognition described herein.

F-36

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Revenues\nfrom discontinued snack and beverage operations are presented separately. See Note 14.

Cost\nof Sales

Cost\nof sales consists of the direct costs of generating revenue in each of the Company’s three (3) revenue streams, as described below.\nCost of sales of the discontinued snack and beverage business is presented within discontinued operations (Note 14).

Foodservice\nPackaging Distribution

Cost\nof sales consists of the cost of the packaging products sold, which is relieved from inventory when the products ship, and the direct\ncosts of storing and delivering them:

\n\n\n\n\n

	●	Purchased\n products: packaging products sourced from third-party manufacturers and suppliers.
	●	Freight\n and distribution: outbound shipping, warehouse handling and fuel surcharges.
	●	Warehousing\n and logistics: facility, labor and utility costs of storage and inventory management.

Robotics\nas a Service

Cost\nof sales consists of the direct costs of deploying and operating the robotic systems at customer sites, which are expensed as incurred:

\n\n\n\n\n\n\n

	●	Equipment\n depreciation: depreciation of the robotic units deployed at customer sites over their\n estimated useful lives (Note 3).
	●	Installation\n and training: setup, integration and training performed during the pilot period.
	●	Maintenance\n and support: technical support, repairs and software updates.
	●	Hosting\n and connectivity: cloud infrastructure and communication costs for remote monitoring\n and operation of the robots.

Hotel\nOperations

Cost\nof sales consists of the direct costs of providing lodging, food and beverage and related guest services, which are expensed as incurred:

●

Rooms:\n housekeeping, front office, laundry, linens, guest amenities and utilities of guest accommodations.

F-37

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

\n\n\n\n\n\n\n\n\n

	●	Food\n and beverage: cost of food, beverages and consumables used in restaurant, bar and banquet\n operations.
	●	Departmental\n labor: wages, benefits and payroll taxes of rooms, food and beverage and other guest\n service personnel.
	●	Franchise\n and management fees: franchise royalty, marketing, loyalty and system fees and fees paid\n to the third-party hotel management company.
	●	Property\n costs: property operations and maintenance, property taxes and insurance.
	●	Other\n direct costs: contract services, credit card commissions and minor operating equipment.

Depreciation\nof hotel buildings, furnishings and equipment is excluded from cost of sales and presented in depreciation and amortization within operating\nexpenses.

Income\nTaxes

The\nCompany accounts for income taxes using the asset and liability method prescribed by FASB ASC 740, Income Taxes. Under this method,\ndeferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial\nreporting and tax bases of assets and liabilities. These deferred amounts are measured using enacted tax rates expected to apply in the\nperiods when the temporary differences are expected to reverse.

The\neffect of a change in tax law or tax rates on deferred tax balances is recognized in the period in which the change is enacted.

All\ndeferred tax assets and liabilities are presented as noncurrent in the Company’s consolidated balance sheet, regardless of the\nclassification of the related asset or liability for financial reporting purposes.

Uncertain\nTax Positions

The\nCompany evaluates uncertain tax positions, which requires that a tax position be recognized in the financial statements only if it is\nmore likely than not (greater than 50% likelihood) to be sustained upon examination by tax authorities.

As\nof June 30, 2026 and 2025, the Company had no uncertain tax positions that qualified for recognition or disclosure in the consolidated\nfinancial statements.

The\nCompany also recognizes interest and penalties related to uncertain tax positions in other expense in the consolidated statement of operations.\nNo\ninterest and penalties were recorded for the years ended June 30, 2026 and 2025, respectively. Federal and state income tax returns for\nNightfood Holdings, Inc. and its subsidiaries for the fiscal years ended June 30, 2016 through June 30, 2025 have not been filed as of\nthe date these consolidated financial statements were issued. Management does not believe the unfiled returns result in an unrecognized\ntax benefit because the Company has reported losses in each of those years, and no liability for uncertain tax positions has been recorded.

F-38

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Valuation\nof Deferred Tax Assets

The\nCompany’s deferred tax assets include certain future tax benefits, such as net operating losses (NOLs), tax credits, and deductible\ntemporary differences. A valuation allowance is required if it is more likely than not that some portion, or all, of the deferred tax\nassets will not be realized.

The\nCompany reviews the realizability of deferred tax assets on a quarterly basis, or more frequently if circumstances warrant, considering\nboth positive and negative evidence.

Factors\nConsidered in Valuation Allowance Assessment

The\nCompany evaluates multiple factors in determining whether a valuation allowance is necessary, including:

\n\n\n\n\n\n\n\n\n\n\n

	●	Historical\n earnings trends (cumulative pre-tax income or losses in the most recent three-year period)
	●	Future\n financial projections, including expected taxable income based on long-term estimates of\n business performance and market conditions
	●	Statutory\n carryforward periods for net operating losses and other deferred tax assets
	●	Prudent\n and feasible tax planning strategies that could impact the realization of deferred tax assets
	●	Nature\n and predictability of temporary differences and the timing of their reversal
	●	Sensitivity\n of financial forecasts to external factors such as commodity prices, market demand, and operational\n risks

While\ncumulative three-year losses are a strong indicator that a valuation allowance may be needed, a valuation allowance determination is\nnot solely based on past losses - all available positive and negative evidence must be considered.

Valuation\nAllowance Determination

At\nJune 30, 2026 and 2025, the Company recorded a full valuation allowance against its deferred tax assets, resulting in a net carrying\namount of $0. This determination was based on cumulative losses in recent years and the lack of sufficient positive evidence to support\nthe realization of deferred tax assets in the near term.

The\nCompany will continue to evaluate its valuation allowance each reporting period and will recognize deferred tax assets in the future\nif sufficient positive evidence emerges to support their realization.

F-39

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Advertising\nCosts

Advertising\ncosts are expensed as incurred and are classified within general and administrative expenses in the consolidated statements of operations.

The\nCompany recognized marketing and advertising costs during the years ended June 30, 2026 and 2025, respectively as follows:

Schedule of Marketing and Advertising Costs

\n \n \n \n \n \n \n \n \n \n \n \n

Stock-Based\nCompensation

The\nCompany accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation,” using the\nfair value-based method. Under this guidance, compensation cost is measured at the grant date based on the fair value of the award and\nis recognized over the requisite service period, typically the vesting period.

The\nCompany applies the fair value method for equity instruments granted to both employees and non-employees, aligning non-employee share-based\npayment accounting with that of employees. The fair value of stock-based compensation is determined as of the grant date or the measurement\ndate (i.e., when the performance obligation is completed) and is recognized over the vesting period.

The\nCompany determines the fair value of stock options using the Black-Scholes option pricing model, considering the following key assumptions:

\n\n\n\n\n\n\n\n\n

	●	Exercise\n price - The agreed-upon price at which the option can be exercised.
	●	Expected\n dividends - The anticipated dividend yield over the expected life of the option.
	●	Expected\n volatility - Based on historical stock price fluctuations.
	●	Risk-free\n interest rate - Derived from U.S. Treasury securities with similar maturities.
	●	Expected\n life of the option - Estimated based on historical exercise patterns and contractual terms.

Additionally,\nthe Company follows the guidance under ASU 2016-09, which introduced amendments to simplify certain accounting aspects of share-based\ncompensation, including:

\n\n\n

	●	The\n treatment of tax benefits and tax deficiencies in income tax reporting.
	●	The\n option to recognize forfeitures as they occur rather than estimating them upfront.

F-40

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

●

Cash\n flow classification for certain tax-related transactions.

The\nCompany continues to evaluate and apply the latest Accounting Standards Updates (ASUs) and interpretive releases related to stock-based\ncompensation to ensure compliance with evolving financial reporting requirements.

Stock\nWarrants

In\nconnection with certain financing transactions (debt or equity), consulting arrangements, or strategic partnerships, the Company may\nissue warrants to purchase shares of its common stock. These standalone warrants are not puttable or mandatorily redeemable by the holder\nand are classified as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity.”

The\nfair value of warrants issued for compensation purposes is measured using the Black-Scholes option pricing model.

Accounting\nTreatment of Warrants

\n\n\n\n\n

	●	Warrants\n issued in conjunction with common stock issuance are initially recorded at fair value as\n a reduction in Additional Paid-In Capital (APIC),
	●	Warrants\n issued for services are recorded at fair value and expensed over the requisite service period\n or immediately upon issuance if no service period exists; and
	●	Warrants\n classified as liabilities due to settlement features or pricing adjustments are remeasured\n at fair value each reporting period, with changes recognized in earnings.

Basic\nand Diluted Net Loss per Share

The\nCompany computes net loss per share in accordance with ASC 260, Earnings Per Share. Basic net loss per share is computed by dividing\nnet loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period.

During\nall periods presented, the Company reported a net loss. Accordingly, all potentially dilutive common stock equivalents were excluded\nfrom the computation of diluted net loss per share because their inclusion would have been anti-dilutive. As a result, diluted net loss\nper share is equal to basic net loss per share for all periods presented.

F-41

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Anti-Dilutive\nSecurities

The\nfollowing potentially dilutive securities were excluded from the computation of diluted net loss per share for the years ended June 30,\n2026 and 2025 because their effect would have been anti-dilutive:

Schedule of Dilutive Equity Securities Outstanding

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June\n 30, 2026		June\n 30, 2025
Convertible\n debt		161,977,742		246,690,974
Series\n B, convertible preferred stock (8,366:1)		-		9,750,000
Series\n C, convertible preferred stock (6,000:1)		13,578,000		875,796,000
Series\n D, convertible preferred stock (6,000:1)		11,004,000		20,004,000
Warrants		185,308,735		191,996,343
Stock\n options		12,757,576		-
Total\n common stock equivalents		384,626,053		1,344,237,317

All\nfinancial instruments listed above included as common stock equivalents represent those that are fully vested and exercisable.

Shares\nof Series C Convertible Preferred Stock and shares issuable on conversion of convertible notes payable subject to contractual\nlock-up provisions are excluded from the anti-dilutive securities table above and from the Company’s authorized share\nsufficiency analysis while the lock-up remains in effect. The lock-up provisions, the classification of the Company’s\nconvertible preferred stock, and its reclassification from temporary equity to permanent equity effective November 19, 2025 are\ndescribed in Note 8.

Related\nParties

The\nCompany defines related parties in accordance with ASC 850, Related Party Disclosures. Related parties include entities and individuals\nthat, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company.

Related\nparties include, but are not limited to:

\n\n\n\n\n\n\n\n\n

	●	Principal\n owners of the Company.
	●	Members\n of management (including directors, executive officers, and key employees).
	●	Immediate\n family members of principal owners and members of management.
	●	Entities\n affiliated with principal owners or management through direct or indirect ownership.
	●	Entities\n with which the Company has significant transactions, where one party has the ability to exercise\n control or significant influence over the management or operating policies of the other.

A\nparty is considered related if it has the ability to control or significantly influence the management or operating policies of the Company\nin a manner that could prevent either party from fully pursuing its own separate economic interests.

F-42

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

The\nCompany discloses all material related party transactions, including:

\n\n\n\n\n\n\n

	●	The\n nature of the relationship between the parties.
	●	A\n description of the transaction(s), including terms and amounts involved.
	●	Any\n amounts due to or from related parties as of the reporting date.
	●	Any\n other elements necessary for a clear understanding of the transactions’ effects on\n the financial statements.

Related\nparty disclosures include the nature of the relationship, a description of the transactions and their terms and amounts, and amounts\ndue to or from related parties at the reporting date.

The\nCompany’s related parties are its Chief Executive Officer, who also serves as Chief Financial Officer, holds all 1,000 outstanding\nshares of Series A Preferred Stock and holds convertible notes payable to the Company, its Chief Revenue Officer, who is a member\nof the Board of Directors and holds convertible notes payable, and the lender under the Company’s revolving line of credit, which has significant influence and control\nover the Company’s hotel properties, is controlled by an individual and holds 281,021 shares of Series C Convertible Preferred Stock.

Balances\nwith related parties are presented separately on the consolidated balance sheets as accounts payable and accrued expenses - related\nparties, line of credit - related party, convertible notes payable - related parties and derivative liabilities - related parties.\nSee Notes 4, 5, 8 and 11.

Recent\nAccounting Standards

Recently\nAdopted Accounting Standards

The\nCompany adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, effective July 1, 2024. See\nNote 13.

In\nDecember 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances disclosure\nrequirements for income tax rate reconciliation (including disaggregation into specified categories) and income taxes paid by jurisdiction.\nThe Company adopted ASU 2023-09. The expanded rate reconciliation and income taxes paid disclosures\nare reflected in Note 16.

Accounting\nStandards Not Yet Adopted

In\nNovember 2024, the FASB issued ASU 2024-03, Income Statement, Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income\nStatement Expenses, as subsequently clarified by ASU 2025-01 issued in January 2025, which requires expanded disclosure of certain expense\ncategories. The standard is effective for the Company’s annual period ending June 30, 2028 and interim periods beginning in fiscal\nyear 2029. As the standard is disclosure-only, adoption will not affect the Company’s financial position, results of operations,\nor cash flows. The Company is evaluating the enhanced disclosure requirements.

F-43

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

In\nNovember 2024, the FASB issued ASU 2024-04, Debt with Conversion and Other Options (Subtopic 470-20), which clarifies the requirements\nfor determining whether settlements of convertible debt instruments should be accounted for as induced conversions. The standard is effective\nfor the Company’s fiscal year beginning July 1, 2026. The Company is evaluating the impact, which is not expected to be material.

In\nJuly 2025, the FASB issued ASU 2025-05, Financial Instruments, Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable\nand Contract Assets, which provides a practical expedient that allows entities to assume current economic conditions persist over the\nforecast period when estimating expected credit losses on current accounts receivable and contract assets within the scope of ASC 606.\nThe standard is effective for the Company’s fiscal year beginning July 1, 2026. The Company plans to adopt ASU 2025-05 in fiscal\n2027 and does not expect a material impact.

In\nSeptember 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements\nto the Accounting for Internal-Use Software, which removes the project-stage framework for capitalizing internal-use software costs.\nThe standard is effective for the Company’s fiscal year beginning July 1, 2028. The Company is evaluating the effect on its robotics\nand artificial intelligence software development costs.

In\nSeptember 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):\nDerivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, which\nexcludes certain non-exchange-traded contracts with underlyings based on operations or activities specific to one of the parties from\nderivative accounting. The standard is effective for the Company’s fiscal year beginning July 1, 2027. The Company is evaluating\nthe effect on its bifurcated conversion features.

Other\nAccounting Standards Updates

The\nFASB has issued other technical corrections and narrow-scope amendments across various accounting topics. These updates are not expected\nto have a material impact on the Company’s consolidated financial statements.

F-44

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Reclassifications

Certain\namounts in the prior year’s consolidated financial statements have been reclassified to conform to the current year presentation.\nThese reclassifications had no material impact on the Company’s consolidated results of operations, stockholders’ equity\n(deficit), or cash flows.

As\na result of the classification of the Company’s Snacks and Beverages segment as discontinued operations, the related results of\noperations, cash flows, and disclosures have been reclassified and presented separately from continuing operations for all periods presented.

Note\n3 - Property and Equipment

Property\nand equipment consisted of the following:

Schedule\nof Property and Equipment

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n

							Estimated\n Useful
	June\n 30, 2026			June\n 30, 2025			Lives\n (Years)
Building\n and Improvements	$	17,650,000				-		4\n - 30
Land		3,550,000				-		N/A
Furniture,\n fixtures and equipment		3,634,661				27,751		1\n - 5
Machinery\n and equipment		775,489				209,650		5
Vehicles		20,936				20,936		1.5\n - 5
Total property and equipment, gross		20,936				20,936		1.5\n - 5
Accumulated\n Depreciation		(2,730,662	)			(17,513	)
Total\n property and equipment - net	$	22,900,424			$	240,824

Assets\nAcquired in Business Combinations

During\nfiscal years 2026 and 2025, the Company completed several acquisitions in connection with its expansion into robotics and hospitality\noperations. See Note 9.

Fiscal\nYear Ended June 30, 2026

On\nAugust 27, 2025, and September 30, 2025, the Company acquired Victorville and Rancho Mirage, respectively, obtaining land, buildings\nand improvements, and furniture and equipment with an aggregate fair value of approximately $24,800,000 as of the respective acquisition\ndates.

Fiscal\nYear Ended June 30, 2025

On\nMarch 31, 2025, the Company acquired SWC and Skytech, obtaining property and equipment with an aggregate fair value of approximately\n$59,000 as of the acquisition date.

F-45

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

The\nCompany measured all acquired property and equipment at fair value as of each acquisition date. Fair values were determined using a combination\nof market comparable and replacement cost approaches, depending on asset type. Any difference between the fair value of the assets acquired\nand their historical carrying amounts was recognized as part of the purchase price allocation, and the excess of purchase consideration\nover the fair value of net identifiable assets was recorded as goodwill.

Depreciation\nexpense for the years ended June 30, 2026 and 2025 was as follows. See Note 10 for amortization expense related to finite-lived intangible assets, which is also included in the “Depreciation\nand amortization” line on the consolidated statements of operations. Operating lease cost is recognized as a single lease cost on\na straight-line basis within general and administrative expenses and is not included in depreciation and amortization (Note 15).

Schedule of Depreciation and Amortization Expense

\n \n \n \n \n \n \n \n \n

Year\n Ended June 30,
2026		2025
$	2,718,310		$	19,519

Note\n4 - Accounts Payable and Accrued Liabilities including Related Parties

Accounts\npayable and accrued liabilities consist of amounts due to vendors and service providers for goods and services received and not yet paid,\naccrued interest on notes payable including default interest on notes in default, accrued director fees, and other operating accruals\nfor expenses incurred and not yet invoiced at the balance sheet date.

Accounts\npayable and accrued liabilities - related parties consist of amounts due to the Company’s officers and directors and a related\nparty lender for accrued compensation and bonuses, accrued interest on related party notes payable and the related party line of credit, and expenses paid on the\nCompany’s behalf. During the year ended June 30, 2026, certain related party payables were settled through the issuance of\nnotes payable. See Note 5.

F-46

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Accounts\npayable and accrued liabilities were as follows:

Schedule of Accounts Payable and Accrued Liabilities

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June\n 30, 2026		June\n 30, 2025
Accounts\n payable	$	2,291,338		$	1,941,068
Accrued\n liabilities		870,011			-
Accrued\n director fees		67,150			-
Accrued\n interest payable		1,630,735			1,215,190
Accrued\n bonuses
Total\n accounts payable and accrued liabilities	$	4,859,234		$	3,156,258

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June\n 30, 2026		June\n 30, 2025
Accounts\n Payable	$	1,305,996		$	-
Accrued\n liabilities		2,551,566			95,750
Accrued\n director fees		32,000			117,150
Accrued\n Interest payable		133,143			-
Accrued\n bonuses		37,715			110,000
Total\n accounts payable and accrued liabilities - related parties	$	4,060,420		$	322,900

Accrued liabilities of $870,011 at June 30, 2026 consisted of credit cards payable of $322,009, accrued operating\nexpenses of $213,972, aged trade payables assumed in prior periods of $109,736, accrued payroll and payroll taxes of $95,539, a loan payable\nto the Company’s founder of $53,876, an accrued contingent liability of $45,160 (net of amounts classified within liabilities of\ndiscontinued operations) and other accrued liabilities of $29,719. No individual component exceeded 10% of total accounts payable and accrued liabilities.\nThere were no accrued liabilities at June 30, 2025.

Accrued liabilities - related parties of $2,551,566 at June 30, 2026 consisted of accounts payable and accrued operating\nexpenses of the Company’s hotel properties owed to a related party of $2,362,625, amounts due to a related party management company\nof $150,750, amounts due to an affiliate of $23,229, amounts due to an officer of $14,713 and accrued interest on a related party note\nof $249. The hotel balances are\nowed to a single related party and are not subject to further disaggregation.

Note\n5 - Debt

Debt\nconsists of convertible notes payable, notes payable, convertible notes payable – related parties, note payable - related party,\nmortgage notes payable secured by the Company’s two hotel properties, and a revolving line of credit - related party.

The\nfollowing table summarizes the Company’s debt obligations as of June 30, 2026 and 2025:

Schedule of Outstanding Debt Obligations

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June\n 30, 2026		June\n 30, 2025
Convertible\n notes payable - net	$	6,958,141		$	4,718,344
Convertible\n notes payable - related parties - net		174,672			20,149
Convertible\n notes payable - net		174,672			20,149
Notes\n payable - net		5,198,020			1,590,274
Note\n payable - related party - net		10,590			-
Note\n payable		10,590			-
Mortgage\n notes payable - net		19,192,445			-
Line of credit - related party		3,392,000			-
Total\n debt - net		34,925,868			6,328,767
Less:\n current portion		15,721,626			5,847,353
Long-term\n debt - net	$	19,204,242		$	481,414

F-47

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Schedule\nof Debt Instruments

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Issue\n Date	Maturity\n Date	Interest\n Rate			Default\n Interest Rate		Collateral	Related\n Party	Conversion\n Price		Equivalent\n Shares	Debt\n Type
Loan\n #1	September\n 22, 2022	February\n 6, 2024		15.00	%		24.00	%	All\n assets	No	$	0.0330		5,096,592	Convertible\n note
Loan\n #2	September\n 22, 2022	February\n 6, 2024		15.00	%		24.00	%	All\n assets	No	$	0.0330		20,784,953	Convertible\n note
Loan\n #3	February\n 28, 2023	February\n 28, 2024		15.00	%		24.00	%	All\n assets	No	$	0.0330		5,404,106	Convertible\n note
Loan\n #4	March\n 24, 2023	March\n 24, 2024		15.00	%		24.00	%	All\n assets	No	$	0.0330		5,404,106	Convertible\n note
Loan\n #5	April\n 17, 2023	April\n 17, 2024		15.00	%		24.00	%	All\n assets	No	$	0.0330		5,404,106	Convertible\n note
Loan\n #6	June\n 1, 2023	June\n 1, 2024		15.00	%		24.00	%	All\n assets	No	$	0.0330		6,715,628	Convertible\n note
Loan\n #7	October\n 5, 2023	October\n 5, 2024		15.00	%		24.00	%	All\n assets	No	$	0.0330		2,081,858	Convertible\n note
Loan\n #8	November\n 17, 2023	November\n 17, 2024		15.00	%		24.00	%	All\n assets	No	$	0.0330		2,081,858	Convertible\n note
Loan\n #9	December\n 6, 2023	December\n 6, 2024		15.00	%		24.00	%	All\n assets	No	$	0.0330		5,727,957	Convertible\n note
Loan\n #10	January\n 24, 2024	January\n 24, 2025		15.00	%		24.00	%	All\n assets	No	$	0.0330		13,038,430	Convertible\n note
Loan\n #11	March\n 13, 2024	March\n 13, 2025		15.00	%		24.00	%	All\n assets	No	$	0.0330		11,282,295	Convertible\n note
Loan\n #12	May\n 5, 2024	May\n 5, 2025		15.00	%		24.00	%	All\n assets	No	$	0.0330		13,263,392	Convertible\n note
Loan\n #13	September\n 24, 2024	September\n 24, 2025		15.00	%		24.00	%	All\n assets	No	$	0.0330		16,626,862	Convertible\n note
Loan\n #14	February\n 19, 2025	February\n 19, 2026		15.00	%		24.00	%	All\n assets	No	$	0.0330		7,509,721	Convertible\n note
Loan\n #15	March\n 13, 2025	March\n 13, 2027		15.00	%		24.00	%	All\n assets	No	$	0.0330		16,911,516	Convertible\n note
Loan\n #16	June\n 29, 2023	November\n 1, 2025		15.00	%		16.00	%	Unsecured	No	$	0.0330		-	Convertible\n note
Loan\n #17	August\n 28, 2023	November\n 1, 2025		15.00	%		16.00	%	Unsecured	No	$	0.0330		0	Convertible\n note
Loan\n #18	January\n 23, 2025	August\n 31, 2025		17.50	%		4.5	%/month	Unsecured	No	$	-		-	Promissory\n note
Loan\n #19	September\n 4, 2024	September\n 4, 2027		15.00	%		15.00	%	Unsecured	Yes	$	0.0163		10,606,319	Convertible\n note
Loan\n #20	September\n 4, 2024	September\n 4, 2027		15.00	%		15.00	%	Unsecured	No	$	0.0163		7,588,896	Convertible\n note
Loan\n #21	September\n 4, 2024	September\n 4, 2027		15.00	%		15.00	%	Unsecured	No	$	0.0163		9,240,368	Convertible\n note
Loan\n #22	September\n 4, 2024	September\n 4, 2027		15.00	%		15.00	%	Unsecured	No	$	0.0163		10,349,693	Convertible\n note
Loan\n #23	September\n 4, 2024	September\n 4, 2027		15.00	%		15.00	%	Unsecured	No	$	0.0163		2,342,761	Convertible\n note
Loan\n #24	September\n 4, 2024	September\n 4, 2027		15.00	%		15.00	%	Unsecured	No	$	0.0163		6,678,160	Convertible\n note
Loan\n #25	September\n 4, 2024	September\n 4, 2027		15.00	%		15.00	%	Unsecured	No	$	0.0163		4,282,761	Convertible\n note
Loan\n #26	September\n 10, 2021	September\n 10, 2026		8.99	%		20.00	%	Vehicles	No	$	-		-	Vehicle\n loan
Loan\n #27	September\n 10, 2021	September\n 10, 2026		8.99	%		20.00	%	Vehicles	No	$	-		-	Vehicle\n loan
Loan\n #28	September\n 4, 2024	September\n 4, 2027		15.00	%		15.00	%	Unsecured	Yes	$	0.0163		3,466,626	Convertible\n note
Loan\n #29	June\n 15, 2018	June\n 21, 2024		18.00	%		18.00	%	Unsecured	No	$	-		-	Note\n Payable
Loan\n #30	April\n 18, 2025	April\n 18, 2026		15.00	%		15.00	%	Unsecured	No	$	-		-	Note\n Payable
Loan\n #31	June\n 15, 2025	June\n 15, 2026		15.00	%		15.00	%	Unsecured	No	$	-		-	Note\n Payable
Loan\n #32	July\n 14, 2025	July\n 14, 2026		15.00	%		15.00	%	Unsecured	No	$	-		-	Note\n Payable
Loan\n #33	August\n 25, 2025	August\n 25, 2026		15.00	%		15.00	%	Unsecured	No	$	-		-	Note\n Payable
Loan\n #34	June\n 6, 2022	June\n 6, 2029		7.00	%		0.00	%	Hotel\n property	No	$	-		-	Mortgage\n note
Loan\n #35	June\n 6, 2022	June\n 6, 2029		7.00	%		0.00	%	Hotel\n property	No	$	-		-	Mortgage\n note
Loan\n #36	November\n 15, 2023	On\n demand		1.00	%		1.00	%	Hotel\n property	No	$	-		-	Note\n Payable
Loan\n #37	April\n 15, 2025	April\n 15, 2026		15.00	%		15.00	%	All\n assets	No	$	-		-	Note\n Payable
Loan\n #38	May\n 22, 2025	May\n 22, 2026		15.00	%		15.00	%	All\n assets	No	$	-		-	Note\n Payable
Loan\n #39	October\n 8, 2025	October\n 8, 2026		15.00	%		24.00	%	All\n assets	No	$	0.0256		98,255,738	Convertible\n note
Loan\n #40	January\n 10, 2026	January\n 10, 2027		15.00	%		24.00	%	All\n assets	No	$	0.0256		49,048,438	Convertible\n note
Loan\n #41	March\n 19, 2026	March\n 19, 2027		15.00	%		24.00	%	All\n assets	No	$	0.0256		47,882,266	Convertible\n note
Loan\n #42	March\n 31, 2026	March\n 31, 2029		15.00	%		15.00	%	Unsecured	Yes	$	0.0256		2,995,781	Convertible\n note
Loan\n #43	June\n 18, 2026	June\n 18, 2027		15.00	%		16.00	%	Unsecured	No	$	0.0228		8,141,096	Convertible\n note
Loan\n #44	April\n 5, 2026	April\n 5, 2027		10.00	%		0.00	%	All\n assets	Yes	$	-		-	Line\n of credit - related party
Loan\n #45	April\n 16, 2026	April\n 16, 2027		16.00	%		0.00	%	Unsecured	Yes	$	-		-	Note\n Payable

														398,212,283

Loans\n#1 through #14, #29, #37 and #38 were in default at June 30, 2026, with principal in default totaling $7,049,557. Loans #16 and #17 were\nconverted into common stock during the year ended June 30, 2026 and were not outstanding at June 30, 2026.

The\ncommon stock equivalents above include 236,234,541 shares issuable on conversion of Loans #13, #14, #15, #39, #40 and #41 that are\nsubject to contractual lock-up provisions and are not currently eligible for conversion. These shares are excluded from the anti-dilutive securities table in Note 2. The equivalent shares in the table above\ntotal 398,212,283, of which 236,234,541 are subject to the lock-up, leaving 161,977,742 included as convertible debt in the anti-dilutive\nsecurities table in Note 2. See Note 8.

F-48

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Convertible\nNotes Payable

The\nCompany’s convertible notes payable are summarized as follows:

Schedule of Company’s Convertible Notes Payable

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

June\n 30, 2024	$	3,442,987
Advances		1,104,000
Debt\n Discount		(674,922	)
Amortization\n of debt discount		278,382
Conversions\n of debt to equity		(36,425	)
Non-cash\n increase of principal		73,750
Debt\n acquired in acquisition - SWC		530,572
June\n 30, 2025		4,718,344
Advances		4,806,177
Debt\n Discount		(4,806,177	)
Amortization\n of debt discount		2,947,531
Conversions\n of debt to equity		(756,539	)
Non-cash\n increase of principal		48,805
June\n 30, 2026	$	6,958,141

The\nCompany’s convertible notes payable are detailed as follows:

Schedule\nof Detail of the Company’s Convertible Notes Payable

Note\n #		June\n 30, 2024		Face\n amount \n of\n note			Non-cash \n increase\n of principal		\n Acquired\n in \n acquisitions	Debtdiscounts		Amortization\n of debt discount			\n Conversion\n of debt to common stock		June\n 30, 2025	In\n Default			Unamortized \n Debt\n Discount
Convertible\n Notes Payable
Note\n #		June\n 30, 2024		Face\n amount \n of\n note			Non-cash \n increase\n of principal		\n Acquired\n in \n acquisitions	Debtdiscounts		Amortization\n of debt discount			\n Conversion\n of debt to common stock		June\n 30, 2025	In\n Default			Unamortized \n Debt\n Discount
Note\n #1	A	$	738,470		$	-		$	-	$	-		$	-		$	3,090	$	-			$	741,560	$	741,560	$	-
Note\n #2	A		619,000			-			-		-			-			-		-				619,000		619,000		-
Note\n #3	A		160,941			-			-		-			-			-		-				160,941		160,941		-
Note\n #4	A		160,941			-			-		-			-			-		-				160,941		160,941		-
Note\n #5	A		160,941			-			-		-			-			-		-				160,941		160,941		-
Note\n #6	A		200,000			-			-		-			-			-		-				200,000		200,000		-
Note\n #7	A		59,321			-			-		-			-			2,679		-				62,000		62,000		-
Note\n #8	A		58,177			-			-		-			-			3,823		-				62,000		62,000		-
Note\n #9	A		158,781			-			-		-			-			11,807		-				170,588		170,588		-
Note\n #10	A		353,384			-			-		-			-			34,916		-				388,300		388,300		-
Note\n #11	A		292,022			-			-		-			-			43,978		-				336,000		336,000		-
Note\n #12	A		343,509			-			-		-			-			51,491		-				395,000		-		-
Note\n #13	A		-			473,000			-		-			(70,950	)		51,895		-				453,945		-		19,055
Note\n #14	A		-			206,000			-		-			(30,900	)		9,962		-				185,062		-		20,938
Note\n #15	A		-			425,000			-		-			(42,500	)		10,905		-				393,405		-		31,595
Note\n #16	A		71,500						37,150		-			-			-		(36,425	)			72,225		-		-
Note\n #17	A		66,000						36,600		-			-			-		-				102,600		-		-
Note\n #20	B		-						-		102,289			(102,289	)		10,379		-				10,379		-		91,910
Note\n #21	B		-						-		124,221			(124,221	)		12,604		-				12,604		-		111,617
Note\n #22	B		-						-		133,700			(133,700	)		13,566		-				13,566		-		120,134
Note\n #23	B		-						-		30,000			(30,000	)		3,045		-				3,045		-		26,955
Note\n #24	B		-						-		85,519			(85,519	)		8,677		-				8,677		-		76,842
Note\n #25	B		-						-		54,843			(54,843	)		5,565		-				5,565		-		49,278
Total		$	3,442,987		$	1,104,000		$	73,750	$	530,572		$	(674,922	)	$	278,382	$	(36,425	)		$	4,718,344	$	3,062,271	$	548,324

																			Short\n Term			$	4,271,103
																			Long\n Term			$	447,241

F-49

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Note\n #		June\n 30, 2025		Face\n amount of\n note			Non-cash\n increase of\n principal		Acquired\n in acquisitions	Debt\n discounts		Amortization\n of debt\n discount			Conversion\n of debt\n to common stock		June\n 30, 2026	In\n Default			Unamortized \nDebt\n Discount
Convertible\n Notes Payable
Note\n #		June\n 30, 2025		Face\n amount of\n note			Non-cash\n increase of\n principal		Acquired\n in acquisitions	Debt\n discounts		Amortization\n of debt\n discount			Conversion\n of debt\n to common stock		June\n 30, 2026	In\n Default			Unamortized \nDebt\n Discount
Note\n #1	A	$	741,560		$	-		$	-	$	-		$	-		$	-	$	(581,714	)		$	159,846	$	159,846	$	-
Note\n #2	A		619,000			-			-		-			-			-		-				619,000		619,000		-
Note\n #3	A		160,941			-			-		-			-			-		-				160,941		160,941		-
Note\n #4	A		160,941			-			-		-			-			-		-				160,941		160,941		-
Note\n #5	A		160,941			-			-		-			-			-		-				160,941		160,941		-
Note\n #6	A		200,000			-			-		-			-			-		-				200,000		200,000		-
Note\n #7	A		62,000			-			-		-			-			-		-				62,000		62,000		-
Note\n #8	A		62,000			-			-		-			-			-		-				62,000		62,000		-
Note\n #9	A		170,588			-			-		-			-			-		-				170,588		170,588		-
Note\n #10	A		388,300			-			-		-			-			-		-				388,300		388,300		-
Note\n #11	A		336,000			-			-		-			-			-		-				336,000		336,000		-
Note\n #12	A		395,000			-			-		-			-			-		-				395,000		395,000		-
Note\n #13	A		453,945			-			-		-			-			19,055		-				473,000		473,000		-
Note\n #14	A		185,062			-			-		-			-			20,938		-				206,000		206,000		-
Note\n #15	A		393,405			-			48,805		-			-			31,595		-				473,805				-
Note\n #16	A		72,225			-			-		-			-			-		(72,225	)			-				-
Note\n #17	A		102,600			-			-		-			-			-		(102,600	)			-				-
Note\n #20	B		10,379			-			-		-			-			41,515		-				51,894				50,395
Note\n #21	B		12,604			-			-		-			-			50,416		-				63,020				61,200
Note\n #22	B		13,566			-			-		-			-			54,264		-				67,830				65,870
Note\n #23	B		3,045			-			-		-			-			12,175		-				15,220				14,780
Note\n #24	B		8,677			-			-		-			-			34,709		-				43,386				42,133
Note\n #25	B		5,565			-			-		-			-			22,258		-				27,823				27,020
Note\n #39	C		-			2,270,000			-		-			(2,270,000	)		1,679,178		-				1,679,178				590,822
Note\n #40	C		-			1,175,000			-		-			(1,175,000	)		579,452		-				579,452				595,548
Note\n #41	C		-			1,176,471			-		-			(1,176,471	)		386,785		-				386,785				789,686
Note\n #43	D		-			184,706			-		-			(184,706	)		15,191		-				15,191				169,515



Total		$	4,718,344		$	4,806,177		$	48,805	$	-		$	(4,806,177	)	$	2,947,531	$	(756,539	)		$	6,958,141	$	3,554,557	$	2,406,969

																			Short\n Term			$	6,688,967
																			Long\n Term			$	269,174

The\nconversion price of each note is determined under one of four (4) structures:

Schedule\nof Debt Conversions Price

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Conversion		Look\n Back	Discount\n to			Conversion\n Feature
Structure	Conversion\n Price	Period	Market			Bifurcated
A	Fixed\n conversion price ($0.033/share)	Not\n applicable		None			No
B	Lowest\n trading price	20\n trading days		35	%		Yes
C	Lower\n of fixed price ($0.033) or lowest VWAP	5\n trading days		20	%		Yes
D	Lower\n of fixed price ($0.033) or lowest traded price	10\n trading days		20	%		Yes

Structure\nA adjusts only for stock splits, stock dividends, reclassifications and similar transactions. Because the conversion price under Structures\nB, C and D contains a variable component that can result in settlement in a variable number of shares, the embedded conversion feature\nin each of those notes is not indexed to the Company’s own stock and was bifurcated from the host instrument and recorded as a\nderivative liability. Each feature was measured at fair value at issuance, and the derivative liabilities are remeasured at fair value\nat each reporting date with changes recognized in other income (expense) - net. The conversion features under Structure A were not bifurcated.\nSee Notes 11 and 12.

F-50

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Fiscal\nYear Ended June 30, 2026

The\nCompany issued three (3) senior secured convertible notes to an institutional investor under separate Securities Purchase Agreements\n(Loans #39, #40 and #41), the same lender that holds Loans #1 through #15, and issued one convertible note to an accredited investor\n(Loan #43).

The\nstated rate on Loans #39, #40 and #41 decreases to 5% per annum during periods when the Company’s common stock is listed for trading\non a national securities exchange. The original issue discount on each Note increases by 3% of the total outstanding balance on each\nanniversary of the issuance date until the applicable Note is no longer outstanding.

Schedule\nof Principal Terms of the Notes

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Note\n #	Issuance\n Date	Maturity\n Date	Principal		Original\n Issue Discount			Net\n Proceeds

39	October\n 8, 2025	October\n 8, 2026	$	2,270,000		$	340,500		$	1,929,500
40	January\n 10, 2026	January\n 10, 2027		1,175,000			201,252			973,748
41	March\n 19, 2026	March\n 19, 2027		1,176,471			176,471			1,000,000
43	June\n 18, 2026	June\n 18, 2027		184,706			34,706			150,000
			$	4,806,177		$	752,929		$	4,053,248

Because\nthe conversion price contains a variable component that can result in settlement in a variable number of shares, the Company determined\nthat the embedded conversion feature in each Note requires bifurcation from the host debt instrument as a derivative liability.

The\nderivative liabilities are remeasured at fair value at each reporting date, with changes recognized in the consolidated statements of\noperations as a component of other income (expense), net. See Notes 11 and 12.

F-51

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

At\nthe issuance date of each Note, the Company measured the bifurcated conversion feature at fair value. The resulting debt discount, together\nwith the original issue discount, was limited to the face amount of the applicable Note, and the excess of the derivative fair value\nover the net proceeds was recognized as a charge to derivative expense during the year ended June 30, 2026. The aggregate debt discount\nassociated with each Note is being amortized to interest expense over the one-year term of the Note using the effective interest method.

Schedule\nof Issuance of Each Note in Derivative Liabilities

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		Initial\n Derivative		Aggregate			Derivative
Note\n #	Issuance\n Date	Fair\n Value		Debt\n Discount			Expense

39	October\n 8, 2025	$	2,825,257		$	2,270,000		$	895,757
40	January\n 10, 2026		1,238,092			1,175,000			239,342
41	March\n 19, 2026		1,217,005			1,176,471			242,005
43	June\n 18, 2026		211,721			184,706			61,721
		$	5,492,075		$	4,806,177		$	1,438,825

Fiscal\nYear Ended June 30, 2025

Convertible\nNotes Payable - Settlement of SWC Vendor Obligations

In\nconnection with the acquisition of SWC Group Inc. on March 31, 2025, the Company entered into settlement agreements with certain former\nvendors and creditors of SWC under which SWC’s outstanding trade payables were extinguished and replaced with convertible promissory\nnotes issued by the Company. The notes have an aggregate face value of $759,776, consisting of $530,572 issued to third parties and $229,204\nissued to related parties, bear interest at 15% per annum with a default rate of 15%, are unsecured, and mature September 4, 2027. See\nthe related party convertible notes discussion below.

Each\nnote is convertible at the holder’s option into shares of common stock at a conversion price equal to 65% of the lowest trading\nprice during the twenty (20) trading days preceding the conversion date. The conversion right was conditioned on completion of the SWC\nmerger and became exercisable at the closing on March 31, 2025. Because the conversion price is variable and the notes are settleable\nin an indeterminate number of shares, the conversion features are not indexed to the Company’s own stock and were bifurcated from\nthe host instruments and accounted for as derivative liabilities under ASC 815-15-25-1 and ASC 815-40-15-7.

The\nbifurcated conversion features were measured at an aggregate fair value of $1,413,568 at issuance, consisting of $987,131 on the third\nparty notes and $426,437 on the related party notes. The resulting debt discount was limited to the face amount of the notes, or $759,777,\nand the excess of fair value over face of $653,792, consisting of $456,559 on the third party notes and $197,233 on the related party\nnotes, was charged to derivative expense for the year ended June 30, 2025. The discount is amortized to interest expense over the term\nof the notes. The derivative liabilities are remeasured at fair value at each reporting date, with the change recorded in other income\n(expense), net.

See\nNotes 11 and 12.

F-52

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Loans\n#16/#17 – Amendments

On\nJuly 23, 2024, the Company amended the notes to remove the right to adjust the conversion price. In exchange, the amounts due under the\nnotes were increased by 10% and the Company issued 1,667 shares of Series D convertible preferred stock. The Company evaluated the amendment\nunder ASC 470-50-40 and concluded the terms were substantially different, resulting in a loss on extinguishment as follows:

Schedule\nof Loss on Debt Extinguishment

\n \n \n \n \n \n \n \n \n \n


Fair\n value of debt (10% increase) and Series D, preferred stock on extinguishment date	$	113,955
Loss\n on debt extinguishment	$	113,955

See\nNote 8 for the Series D convertible preferred stock issued in connection with these extinguishments.

In\nApril 2025, the maturity date of the notes was extended from April 2025 to November 1, 2025 with no additional consideration paid. The\nCompany concluded the extension did not result in a substantially different instrument and accounted for it as a continuation of the\nexisting debt, with no gain or loss recognized.

Debt\nConversions

Fiscal\nYear Ended June 30, 2026

The\nCompany issued 36,366,895 shares of common stock on conversions of three convertible loans (loans #1, #16 and #17) at the fixed contractual\nconversion price of $0.033/share. Loans #16 and #17 were fully settled on conversion; loan #1 remained outstanding at June 30, 2026.\nAccordingly, no gain or loss was recognized on the conversions. The conversions are summarized below:

Schedule\nof Debt Conversions

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Note\n #	Shares\n Issued		Principal			Accrued\n Interest		Default\n Interest	Fees		Total\n Converted

1		29,700,000		$	581,714		$	63,231	$	328,155		$	7,000	$	980,100
16		2,380,901			72,225			2,845		-			3,500		78,570
17		4,285,994			102,600			33,587		-			5,250		141,437
		36,366,895		$	756,539		$	99,663	$	328,155		$	15,750	$	1,200,107

F-53

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Fiscal\nYear Ended June 30, 2025

The\nCompany issued 8,003,614 shares of common stock on conversions of two convertible loans (loans #2 and #16) at the fixed contractual conversion\nprice of $0.033/share. Accordingly, no gain or loss was recognized on the conversions. The conversions are summarized below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Note\n #	Shares\n Issued		Principal			Accrued\n Interest		Default\n Interest	Fees		Total\n Converted

2		6,000,000		$	-		$	20,963	$	175,287		$	1,750	$	198,000
16		2,003,614			36,425			26,195		-			3,500		66,120
		8,003,614		$	36,425		$	47,158	$	175,287		$	5,250	$	264,120

The\nCompany accounted for the conversions as extinguishments. The fair value of the common stock issued equaled the carrying amount of the\ndebt extinguished, and no gain or loss was recognized.

Notes\nPayable

The\nfollowing represents a summary of the Company’s notes payable at June 30, 2026 and 2025:

Summary of Notes Payable

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

June\n 30, 2024	$	-
Proceeds		1,547,000
Repayments		(23,988	)
Debt\n acquired in acquisition		67,262
June\n 30, 2025		1,590,274
Repayments		(20,254	)
Debt\n acquired in acquisition - net - Victorville		3,224,000
Debt\n acquired in acquisition - net - Rancho Mirage		1,700,000
Settlement\n of pre-existing debt of target acquisition		(1,547,000	)
Amortization\n of debt discount		251,000
June\n 30, 2026	$	5,198,020

F-54

NIGHTFOOD\nHOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

The\nfollowing represents a detail of the Company’s notes payable at June 30, 2026 and 2025:

Schedule of Notes Payable

	Loans\n #26 and #27			Various\n Loans#18, #29, #30 and #31			Acquired\n Debt Loan #36		Acquired\n Debt Loan #37	Acquired\n Debt Loan #38			Total

Date\n of Note		September\n 10, 2021				June\n 15, 2018 - June 15, 2025			November\n 15, 2023		April\n 15, 2025				May\n 22, 2025
Maturity\n Date of Note		September\n 10, 2026				June\n 21, 2024 - June 15, 2026			Demand		April\n 15, 2026				May\n 22, 2026
Interest\n Rate		8.99%				15.00%\n - 18.00%			1.00%		15.00%				15.00%
Default\n Interest Rate		20.00%				15.00%\n - 18.00%			1.00%		15.00%				15.00%
In-Default	$	-			$	20,000		$	-	$	1,140,000			$	2,335,000		$	3,495,000
Collateral		Vehicle				Unsecured			Building/Hotel		All\n Assets				All\n Assets

June\n 30, 2025	$	14,024			$	1,576,250		$	-	$	-			$	-		$	1,590,274
Proceeds
Settlement\n of pre-existing debt of target acquisition		-				(1,547,000	)		-		-				-			(1,547,000	)
Debt\n acquired in acquisition - Victorville		-				-			-		1,140,000				2,335,000			3,475,000
Debt\n discount		-				-			-		(66,500	)			(184,500	)		(251,000	)
Debt\n acquired in acquisition - Rancho Mirage		-				-			1,700,000		-				-			1,700,000
Amortization\n of debt discount		-				-			-		66,500				184,500			251,000
Repayments		(11,004	)			(9,250	)		-		-				-			(20,254	)
June\n 30, 2026		3,020				20,000			1,700,000		1,140,000				2,335,000			5,198,020
Less:\n short term		3,020				20,000			1,700,000		1,140,000				2,335,000			5,198,020
Long\n term	$	-			$	-		$	-	$	-			$	-		$	-

June\n 30, 2024	$	-			$	-		$	-	$	-			$	-		$	-
Notes Payable	$	-			$	-		$	-	$	-			$	-		$	-
Proceeds		-				1,547,000			-		-				-			1,547,000
Debt\n acquired in acquisition - SWC		17,262				50,000			-		-				-			67,262
Repayments		(3,238	)			(20,750	)		-		-				-			(23,988	)
June\n 30, 2025		14,024				1,576,250			-		-				-			1,590,274
Notes Payable		14,024				1,576,250			-		-				-			1,590,274
Less:\n short term		-				1,576,250			-		-				-			1,576,250
Long\n term	$	14,024			$	-		$	-	$	-			$	-		$	14,024

Loans\n#26/#27 - Notes Payable - Vehicles

The\nCompany has two vehicle financing notes, each secured by the vehicle it financed.

Loans\n#30/#31 - Notes Payable - Victorville Hotel Acquisition

During\nApril and June 2025, the Company entered into two (2) loan agreements with the seller of the Victorville hotel property. Under these\nagreements, the seller advanced the Company an aggregate of $1,547,000 for working capital purposes. The loans were unsecured and bore\ninterest at 15% per annum. Pursuant to the loan terms, if the acquisition did not close, the loans would have become payable one (1)\nyear from their respective commitment dates. If the acquisition closed, the outstanding principal and accrued interest would be forgiven\nin full.

The\nVictorville acquisition closed on August 27, 2025, and the aggregate balance of $1,547,000, together with accrued interest, was eliminated\nin consolidation as an intercompany amount upon the seller becoming a wholly owned subsidiary of the Company. Accordingly, these balances\nare not reflected in the notes payable schedule as of June 30, 2026.

Convertible\nNotes Payable - Related Parties

The\nfollowing represents a summary of the Company’s convertible notes payable - related parties at June 30, 2026 and 2025:

Schedule of Convertible Notes Payable

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

June\n 30, 2024	$	-
Debt\n acquired in acquisition - SWC		229,204
Debt\n Discount		(229,204	)
Amortization\n of debt discount		53,639
Repayments		(33,490	)
June\n 30, 2025		20,149
Conversion\n of accounts payable to
convertible\n note payable - related party		73,927
Amortization\n of debt discount		80,596
June\n 30, 2026	$	174,672

F-55

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

The\nfollowing represents a detail of the Company’s convertible notes payable - related parties at June 30, 2026 and 2025:

Schedule of Notes Payable Related Parties

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Loan\n #19

Loan\n #28

Loan\n #42

Total

Holder

Chief\n Executive Officer

Board\n Director

Date\n of Note

September\n 4, 2024

March\n 31, 2026

Maturity\n Date of Note

September\n 4, 2027

March\n 31, 2029

Interest\n Rate

15.00%

In-Default

Collateral

Unsecured

* These convertible notes are convertible at a discount, equal to 65% of the lowest market price over the preceding 20 days.\t\t

Schedule of Convertible Notes Payable Related Parties

June\n 30, 2025	$	15,172		$	4,977		$	-	$	20,149
Conversion\n of accounts payable to convertible note payable - related party		-			-			73,927		73,927
Amortization\n of debt discount		60,688			19,908			-		80,596
June\n 30, 2026		75,860			24,885			73,927		174,672
Less:\n short term		-			-			-		-
Long\n term	$	75,860		$	24,885		$	73,927	$	174,672

June\n 30, 2024	$	-		$	-		$	-	$	-
Debt\n acquired in acquisition - SWC		180,154			49,050			-		229,204
Debt\n discount		(180,154	)		(49,050	)		-		(229,204	)
Amortization\n of debt discount		48,662			4,977			-		53,639
Repayments		(33,490	)		-			-		(33,490	)
June\n 30, 2025		15,172			4,977			-		20,149
Less:\n short term		-			-			-		-
Long\n term	$	15,172		$	4,977		$	-	$	20,149

At\nJune 30, 2026, unamortized debt discount was $94,969.

Loan\n#42

Convertible\nNote Payable - Related Party Settlement of Vendor Obligation

On\nMarch 31, 2026, the Company entered into a settlement agreement with a related party to extinguish $73,927 of outstanding accounts payable\nin exchange for a convertible promissory note issued by the Company with a face value of $73,927. The note bears interest at 15% per\nannum, matures on March 31, 2029, and is unsecured.

The\nnote is convertible into shares of the Company’s common stock at a conversion price equal to 65% of the lowest trading price during\nthe 20 trading days preceding the conversion date. Because the conversion price is variable and can result in settlement in a variable\nnumber of shares, the Company determined that the embedded conversion feature requires bifurcation from the host debt instrument as a\nderivative liability.

F-56

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

At\nthe issuance date, the Company measured the bifurcated conversion feature at a fair value of $109,283, which exceeded the carrying amount of the accounts payable settled. The accounts payable were derecognized on settlement\nand the excess was recognized as a loss on settlement of accounts payable - related party. No debt discount was recorded. The fair value of the derivative liability was estimated using the Black-Scholes\noption pricing model. See Note 11 for the significant unobservable inputs used in the valuation.

The\nderivative liability is remeasured at fair value at each reporting date, with changes recognized in the consolidated statements of operations\nas a component of other income (expense), net.

See\nNotes 11 and 12.

Mortgage\nNotes Payable

The\nfollowing represents a summary of the Company’s mortgage notes payable at June 30, 2026 and 2025:

Schedule of Mortgage Notes Payable Related to Acquisition

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

June\n 30, 2025	$	-
Debt\n acquired in acquisition - Victorville		9,492,000
Debt\n acquired in acquisition - Rancho Mirage		9,992,000
Repayments		(291,555	)
June\n 30, 2026	$	19,192,445

During\nthe fiscal year ended June 30, 2026, the Company completed the acquisitions of two hotel properties located in Victorville, California\nand Rancho Mirage, California. In connection with these acquisitions, the Company assumed existing mortgage indebtedness secured by the\nrespective properties.

The\nassumed mortgage notes were recorded at their estimated fair values as of the respective acquisition dates in accordance with ASC 805.\nThe fair value measurements reflected market-based assumptions regarding interest rates and credit spreads for comparable debt instruments\nat the time of each acquisition.

The\nVictorville acquisition resulted in the recognition of an assumed mortgage note with an acquisition-date fair value of $9,492,000, and\nthe Rancho Mirage acquisition resulted in the recognition of an assumed mortgage note with an acquisition-date fair value of $9,992,000.

The\nassumed mortgage notes are secured by the respective hotel properties and contain customary covenants and repayment terms. See Note 9.

F-57

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

The\nfollowing table presents a detail of the Company’s mortgage notes payable at June 30, 2026 and 2025:

Schedule of Mortgage Notes Payable

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Loan\n #34

Loan\n #35

Total

Property\n Name

Victorville

Rancho\n Mirage

Date\n of Note

June\n 6, 2022

Maturity\n Date of Note

June\n 6, 2029

Interest\n Rate

7.00%

In-Default

Collateral

Property

\n\n

The interest rate\nwas fixed at 5% for the period June 2022 - June 2025. Subsequently, the interest rate is variable, equal to Wall Street Journal prime\nrate plus 0.25%

Schedule of Mortgage Notes Payable Related to Debt

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

June\n 30, 2025	$	-			-		$	-
Debt\n acquired in acquisition		9,492,000			9,992,000			19,484,000
Repayments		(143,562	)		(147,993	)		(291,555	)
June\n 30, 2026		9,348,438			9,844,007			19,192,445
Less:\n short term		210,498			221,551			432,049
Long\n term	$	9,137,940		$	9,622,456		$	18,760,396

Note\nPayable - Related Party (Loan #45)

On\nApril 16, 2026, the Company entered into a settlement agreement with a related party to extinguish $10,590 of outstanding accounts payable\nin exchange for a promissory note. The note bears interest at 16% per annum, matures on April 16, 2027, and is unsecured.

Line\nof Credit - Related Party

On\nApril 5, 2026, the Company entered into a revolving line of credit agreement with a related party lender providing for advances of\nup to $10,000,000\nat the lender’s sole discretion, with no commitment or obligation to fund any request. The lender is a related party because it has significant influence and control over the Company’s hotel properties.\nThe lender is controlled by an individual and also holds 281,021 shares of Series C Convertible Preferred Stock issued in connection with\nthe Company’s hotel acquisitions (see Note 8). Interest expense on the line of credit was $75,231 for the year ended June 30, 2026,\nall of which was accrued and unpaid at that date and is included in accounts payable and accrued expenses - related parties (see Note\n4).

The\nline bears interest at 10% per annum, payable monthly in arrears, with unpaid interest added to the outstanding balance at the lender’s\noption, is secured by a first priority security interest in substantially all of the Company’s assets, and may be prepaid at any\ntime without penalty, with reborrowing of amounts repaid subject to the lender’s discretion.

Proceeds\nmay be used only for working capital and general corporate purposes, and not to redeem or pay distributions on the Company’s equity\nsecurities or to fund payments to officers, directors or affiliates without the lender’s consent.

F-58

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

The\ninitial term runs twelve (12) months from April 5, 2026, expiring April 5, 2027, and renews automatically for successive twelve (12)\nmonth periods absent written notice of non-renewal from either party at least thirty (30) days before the end of the then current term.\nThe lender may terminate the agreement and any further advances at any time, for any reason, on thirty (30) days’ written notice,\nand immediately upon an event of default.

The\nagreement contains customary affirmative and negative covenants, including:

\n\n\n\n\n\n\n\n\n

	●	maintenance\n of SEC reporting status and a public trading market for the common stock
	●	limitation\n on additional indebtedness and on liens on the Company’s assets
	●	limitation\n on dividends, distributions and repurchases of capital stock
	●	limitation\n on loans, advances and investments involving officers, directors and affiliates
	●	limitation\n on asset sales, mergers and a change of control

Events\nof default include customary payment, bankruptcy and covenant defaults, as well as:

\n\n\n\n\n

	●	default\n under other indebtedness for borrowed money exceeding $25,000
	●	deregistration\n or delisting of the common stock, or suspension of trading for five (5) or more consecutive\n trading days
	●	a\n material adverse change in the Company’s business, assets, operations or financial\n condition as reasonably determined by the lender

Upon\nan event of default the lender may declare all obligations immediately due and payable, terminate further advances, and exercise the\nrights and remedies of a secured party against the collateral.

At\nJune 30, 2026, $3,392,000\nwas outstanding, consisting of $3,182,000\nof cash advances and $210,000\nof obligations previously recorded in accounts payable - related party and reclassified to the line, and accrued interest was $75,231.\nThe remaining $6,608,000\nis not a commitment and is available only in the lender’s discretion.

The\noutstanding balance is classified as a current liability at June 30, 2026.

The\nfollowing is a summary of the Company’s line of credit - related party:

Schedule\nof Line of Credit

\n \n \n \n \n \n \n \n \n \n \n \n \n

June\n 30, 2025	$	-
Advances		3,182,000
Reclassification\n from accounts payable - related party		210,000
June\n 30, 2026	$	3,392,000

F-59

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Debt\nMaturities

The following table presents future maturities of the Company’s debt arrangements for the years ending June\n30. The amounts presented in the annual maturity columns represent gross contractual principal payments, before unamortized debt discount.\nUnamortized debt discount is presented in a separate column so that the table reconciles to the carrying amounts of debt reported in the\nconsolidated balance sheet. No principal payments are contractually due after June 30, 2029.

Schedule of Maturities of Various Debt Arrangements

		June\n 30, 2027			June\n 30, 2028			June\n 30, 2029		Total			Less:\nUnamortized Debt\n Discount		Total
									Less:\n Unamortized
	June\n 30, 2027		June\n 30, 2028			June\n 30, 2029		Total	Debt\n Discount		Total
Convertible\n Notes Payable	$	8,834,538		$	530,572		$	-	$	9,365,110		$	2,406,969	$	6,958,141
Convertible\n Notes Payable - Related Parties		-			195,714			73,927		269,641			94,969	$	174,672
Notes\n Payable		5,198,020								5,198,020				$	5,198,020
Note\n Payable - Related Party		10,590								10,590				$	10,590
Mortgage\n Notes Payable		432,049			459,650			18,300,746		19,192,445				$	19,192,445
Line\n of Credit - Related Party		3,392,000								3,392,000				$	3,392,000
Total	$	17,867,197		$	1,185,936		$	18,374,673	$	37,427,806		$	2,501,938	$	34,925,868

Note\n6 - Fair Value of Financial Instruments

The\nCompany’s fair value measurement policies, including the three-level hierarchy framework under ASC 820, are described in Note 2.\nThe Company’s mortgage notes payable were recorded at estimated fair value upon acquisition in accordance with ASC 805 and are\nsubsequently carried at amortized cost. The Company believes the carrying amounts approximate fair value as of June 30, 2026 based on\nthe variable interest rate terms of the underlying instruments. See Note 12 for the Company’s recurring fair value measurements\nof derivative liabilities.

Note\n7 - Commitments and Contingencies

Contingencies\n- Legal Matters

The\nCompany is subject to litigation claims arising in the ordinary course of business. The Company records litigation accruals for legal\nmatters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities\nfor potential insurance or third-party recoveries.

In April 2026, a former placement agent and its affiliates\nasserted claims against the Company relating to an engagement agreement and certain warrants previously issued by the Company. No legal\nproceeding has been commenced. The Company believes the claims are without merit and intends to defend itself vigorously. The Company\nhas not recorded a liability for this matter and is unable to estimate the possible loss or range of loss, if any.

Other than the matter described above, as of June 30, 2026, the Company is not aware of any litigation, pending litigation, or other transactions that require accrual or disclosure.

Note\n8 - Temporary Equity and Stockholders’ Equity (Deficit)

As\nof June 30, 2026, the Company had five (5) classes of stock, detailed as follows:

With\nrespect to Series B, C and D convertible preferred stock, see Convertible Preferred Stock Classification and Authorized Share Sufficiency\nbelow regarding classification as temporary equity at June 30, 2025, the conversion of the Series B on November 12, 2025 and the reclassification\nof the Series C and Series D to permanent equity effective November 19, 2025.

F-60

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Preferred\nStock

The\nCompany’s preferred stock is as follows.

\n\n\n

	●	Authorized\n Shares: 1,000,000
	●	Par\n Value: $0.001 per share

The\nBoard of Directors has the authority to issue preferred stock in one or more series and determine the rights, privileges, and restrictions\nof each series without further stockholder approval.

Series\nA, Preferred Stock - Related Party

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	●	Designated\n Shares: 1,000
	●	Issued\n & Outstanding: 1,000 shares as of June 30, 2026 and 2025. All shares are owned by the\n Company’s Chief Executive Officer.
	●	Par\n Value: $0.001 per share
	●	Stated\n Value: None
	●	Conversion\n Terms: None
	●	Dividend\n Provisions: None
	●	Voting\n Rights: Equal to the number of votes on an as converted basis of all other classes of securities\n plus one (1)
	●	Liquidation\n Preference: None
	●	Redemption\n Rights: None

Series\nB, Convertible Preferred Stock

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	●	Designated\n Shares: 5,000
	●	Issued\n & Outstanding: 0 and 1,950 shares as of June 30, 2026 and 2025, respectively
	●	Par\n Value: $0.001 per share
	●	Stated\n Value: None
	●	Conversion\n Terms: convertible into 8,366 shares of common stock, as amended October 28, 2025 (original\n terms were 5,000 shares of common stock and 5,000 warrants with an exercise price of $0.033\n per share).
	●	Dividend\n Provisions: None
	●	Voting\n Rights: None
	●	Liquidation\n Preference: None
	●	Redemption\n Rights: None

F-61

NIGHTFOOD\nHOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

\n\n

●

Derivative\n Liability Assessment:

\n\n\n

	○	Evaluated\n under ASC 815 (“Derivatives and Hedging”)
	○	The\n Series B Convertible Preferred Stock and the related warrants did not meet the definition\n of derivative liabilities because they contain fixed conversion terms and do not include\n any variable equity conversion features or other contingent provisions requiring derivative\n accounting.

Deemed\nDividends - Series B Convertible Preferred Stock

Deemed\ndividends arising from reductions in the Series B conversion price were recorded as a reclassification from additional paid-in capital\nto accumulated deficit and reduced income available to common stockholders for purposes of earnings per share.

During\nthe fiscal years ended June 30, 2026 and 2025, the Company recorded additional deemed dividends of $0 and $11,566, respectively.

Conversion\nof Series B, Convertible Preferred Stock

Effective\nOctober 28, 2025, the Company amended the conversion ratio applicable to its Series B Convertible Preferred Stock from 5,000:1 to 8,366:1,\neliminating the previously issuable cashless-exercise warrants. Using the revised conversion ratio, the Company converted all 1,950 outstanding\nshares of Series B Preferred Stock into 16,313,700 shares of common stock on November 12, 2025.

The\nCompany evaluated the amendment under ASC 470-20 and ASC 260-10-S99-2 by comparing the fair value of the securities issuable under the\nmodified terms to the fair value under the original terms at the conversion date and concluded that no deemed dividend arose.

The carrying amount of the Series B Convertible Preferred Stock of $5,065,421\nwas credited to common stock and additional paid-in capital on conversion, with no income statement impact. Following the conversion, no shares of Series B Preferred Stock remain outstanding.

Series\nC, Convertible Preferred Stock

\n\n\n\n\n\n\n\n

	●	Designated\n Shares: 800,000
	●	Issued\n & Outstanding: 542,851 and 145,966 shares as of June 30, 2026 and 2025, respectively
	●	Par\n Value: $0.001 per share
	●	Stated\n Value: None

F-62

NIGHTFOOD\nHOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

\n\n\n\n\n\n\n\n\n\n\n\n

	●	Conversion\n Terms: convertible into 6,000 shares of common stock
	●	Dividend\n Provisions: None
	●	Voting\n Rights: None
	●	Liquidation\n Preference: None
	●	Redemption\n Rights: None
	●	Derivative\n Liability Assessment:

\n\n\n

	○	Evaluated\n under ASC 815 (“Derivatives and Hedging”)
	○	The\n Series C Convertible Preferred Stock does not meet the definition of a derivative liability\n because it does not contain any variable equity conversion features or other contingent provisions\n that would require derivative accounting.

Increase\nin Authorized Shares for Designation

The\noriginal Certificate of Designation designated 500,000 shares. On December 3, 2025, the Company filed a Certificate of Amendment with\nthe Nevada Secretary of State increasing the designated shares to 800,000 to accommodate shares issued as acquisition consideration and\ncompensation.

Lock-Up\nProvisions

Shares\nof Series C Convertible Preferred Stock issued as compensation, as acquisition consideration and to a material lender in connection with\ncertain convertible notes payable are subject to contractual lock-up provisions that prohibit conversion until the Company has completed\nan uplisting to a senior national stock exchange and effected a reverse stock split such that its authorized common shares are sufficient\nto accommodate conversion of all outstanding convertible securities.

At\nJune 30, 2026, 542,851 shares of Series C Convertible Preferred Stock were outstanding, convertible into 3,257,106,000 shares of common\nstock at 6,000 shares of common stock for each share. Of these, 540,588 shares (3,243,528,000 common shares) are locked up and 2,263\nshares (13,578,000 common shares) are eligible for conversion. The lock-up is released when the Company has completed an uplisting to a senior national\nsecurities exchange and effected a reverse stock split such that its authorized common shares are sufficient to accommodate conversion\nof all outstanding convertible securities.

The\neligible shares are included in the antidilutive securities table in Note 2. The locked-up shares are excluded from that table and from\nthe authorized share sufficiency analysis while the lock-up remains in effect, and will be included when it expires.

Effective March 31, 2026, a material lender agreed to a contractual\nlock-up on the conversion of Loans #13, #14, #15, #39, #40 and #41 until sufficient authorized shares are made available to effect a related\nconversion. At June 30, 2026, the principal and accrued interest on these notes were convertible into 236,234,541 shares of common stock.\nThese shares are excluded from the anti-dilutive securities table in Note 2 and from the authorized share sufficiency analysis while the\nlock-up remains in effect, and will be included when it expires.

F-63

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Convertible\nPreferred Stock Classification and Authorized Share Sufficiency

Temporary\nEquity Classification at June 30, 2025

At\nJune 30, 2025, the Company had 200,000,000 authorized shares of common stock, and the common shares issuable on conversion or exercise\nof its Series B, Series C and Series D Convertible Preferred Stock, warrants and convertible notes payable exceeded that amount.

Because\nshare settlement was not within the Company’s control, the Series B, Series C and Series D Convertible Preferred Stock were classified\nas temporary equity at June 30, 2025 under ASC 480-10-S99-3A and ASC 815-40-25. The shares are not redeemable; the classification arose\nsolely from the insufficiency of authorized shares.

Increase\nin Authorized Shares

On\nOctober 7, 2025, the Board of Directors and the majority voting stockholder approved an increase in authorized common stock from 200,000,000\nto 900,000,000 shares. The amendment to the Articles of Incorporation became effective November 19, 2025, twenty (20) days after the\ndefinitive information statement on Schedule 14C was mailed to stockholders, and did not change the shares outstanding or the rights\nof existing stockholders.

Resolution\nof Authorized Share Insufficiency and Reclassification to Permanent Equity

On\nNovember 19, 2025, the Company’s authorized common stock increased to 900,000,000 shares. At that date, the common shares issuable\non conversion or exercise of all outstanding convertible notes, warrants and Series C and D Convertible Preferred Stock, other than\nthe 516,759 shares of Series C Convertible Preferred Stock (3,100,554,000 common shares) locked up as described above, were within the\n900,000,000 authorized.

Effective\nNovember 19, 2025, the Company reclassified its Series C and Series D Convertible Preferred Stock, and the $11,925,000 contingent\nconsideration payable in Series C Convertible Preferred Stock, from temporary equity to stockholders’ equity at their carrying\nvalues of $100,848,780 in total. No gain or loss was recognized. Series C Convertible Preferred Stock issued on resolution of the contingent\nconsideration is subject to the same lock-up.

F-64

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Contingent\nConsideration - Series C Convertible Preferred Stock

In\nconnection with the Victorville and Rancho Mirage acquisitions, the Company agreed to issue up to 41,667 and 20,000 additional shares\nof Series C Convertible Preferred Stock, respectively, on achievement of post-acquisition milestones. At June 30, 2026, no milestone had been achieved and\nno shares had been issued. Any Series C Convertible Preferred Stock issued on achievement of a milestone is subject to the lock-up described\nabove, which prohibits conversion until the Company has completed an uplisting to a senior national stock exchange and a reverse stock\nsplit that provides sufficient authorized common shares. Because the shares cannot be converted while the lock-up is in effect, they are\nexcluded from the authorized share sufficiency analysis in the same manner as the locked-up Series C Convertible Preferred Stock already\noutstanding, and will be included when the lock-up expires.

The\ncontingent consideration was measured at acquisition-date fair value under ASC 805 at $11,925,000 ($7,125,000 Victorville and $4,800,000\nRancho Mirage), classified as temporary equity for the reason described above and reclassified to stockholders’ equity effective\nNovember 19, 2025. It is not remeasured; adjustments are recognized on resolution of the contingency.

Ongoing\nMonitoring

The\nCompany reassesses authorized share sufficiency, and the classification of its convertible preferred stock, on expiration of the Series\nC lock-up, resolution of the contingent consideration, issuance of additional convertible instruments and any change to warrant or conversion\nterms.

Preferred\nStock Transactions for the Year Ended June 30, 2026

Shares\nIssued in Acquisitions

On\nAugust 27, 2025 and September 30, 2025, the Company completed the acquisitions of the Victorville (“VV”) and Rancho Mirage\n(“RM”) hotel properties, respectively. As part of the purchase consideration for these business combinations, the Company\nissued 216,667 shares and 176,167 shares of Series C Convertible Preferred Stock.

In\naccordance with ASC 805, Business Combinations, the Series C shares issued in connection with the VV and RM acquisitions were measured\nat their fair values of $39,000,060 (excluding contingent consideration of $7,125,000) and $42,280,080 (excluding contingent consideration\nof $4,800,000), respectively, as of the applicable acquisition dates.

See\nNote 9.

F-65

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Stock\nIssued for Services

On\nOctober 22, 2025, the Company issued 589 shares of Series C Convertible Preferred Stock to a consultant for services rendered. The fair\nvalue of the Series C shares was based on the quoted closing trading price of $0.08/share. Applying the 6,000:1 conversion ratio, the\ngrant equates to 3,534,000 common shares on an as-converted basis, resulting in a total fair value of $282,720.

Conversion\nof Series C, Convertible Preferred Stock

The\nCompany converted 45,634 shares of Series C Preferred Stock into 273,804,000 shares of common stock.

As\nthe Series C Preferred Stock was equity-classified, the conversion was accounted for as a reclassification within stockholders’\nequity with no income statement impact.

Preferred\nStock Transactions for the Year Ended June 30, 2025

Series\nC, Convertible Preferred Shares Issued for Services

On\nFebruary 17, 2025, the Company issued 2,000 shares of Series C, convertible preferred stock to a consultant for services rendered. The\nfair value of the Series C shares was based on the quoted closing trading price of $0.0081/share. Applying the 6,000:1 conversion ratio,\nthe grant equates to 12,000,000 common shares on an as-converted basis, resulting in a total fair value of $97,200.

On\nMarch 25, 2025, the Company granted 94,250 shares of Series C, convertible preferred stock to several service providers as compensation.\nThe fair value of the Series C shares was based on the quoted closing trading price of $0.0068/share. Applying the 6,000:1 conversion\nratio, the grant equates to 565,500,000 common shares on an as-converted basis, resulting in a total fair value of $3,845,400.

Pursuant\nto the applicable service agreements, vesting is contingent upon the achievement of the following milestones:

\n\n\n\n\n

	1.	Closing\n of the acquisitions of both SWC and Skytech - 1/3 vested on March 31, 2025.
	2.	Achievement\n of total stockholders’ equity of $40 million - one-third vests upon reaching this milestone,\n as evidenced in the first Form 10-Q or Form 10-K in which the balance sheet reflects this\n level of equity. This milestone was achieved on February 23, 2026 upon the filing of the\n Company’s Form 10-Q reflecting greater than $40,000,000 of positive stockholders equity.
	3.	Successful\n uplisting of the Company’s common stock to a national securities exchange (e.g., NYSE\n or Nasdaq) - 1/3 to vest upon such uplisting. This milestone has not yet occurred.

In\nthe event that one or more of the remaining milestones are not achieved, the unvested portion of the award will vest ratably over a 20-month\nperiod (April 2025 - November 2026).

F-66

NIGHTFOOD\nHOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Unvested\nSeries C, Convertible Preferred Stock - Compensation

Schedule of Unvested Series C Convertible Preferred Stock

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

				Weighted\n Average
	Number\n of			Grant\n Date
Non-Vested\n Shares	Shares			Fair\n Value
June\n 30, 2024		-			$	-
Granted		94,250				0.0068
Vested		(37,300	)			0.0068
Cancelled/Forfeited		-				-
June\n 30, 2025		56,950			$	0.0068
Granted		-
Vested		(49,096	)
Cancelled/Forfeited		-
June\n 30, 2026		7,854			$	0.0068

Unrecognized\n compensation	$	320,450

Weighted\n average remaining period (years)		0.42

During\nthe years ended June 30, 2026 and 2025, respectively, the Company recognized $2,003,110 and $1,521,840 of compensation expense related\nto vesting. During the year ended June 30, 2026, 49,096 shares of Series C Convertible Preferred Stock were issued upon vesting under\nthese awards, having an aggregate grant date fair value of $2,003,110 ($40.80 per share of Series C Convertible Preferred Stock,\nbeing $0.0068 per common share on an as-converted basis).

Shares\nIssued in Acquisitions

On\nMarch 31, 2025, the Company completed the acquisitions of SWC and TechForce. In connection with these transactions, the Company issued\n83,333 and 10,000 shares of Series C Convertible Preferred Stock, respectively, as part of the purchase consideration.

See\nNote 9 for additional information regarding these acquisitions.

F-67

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Contingent\nCompensation Related to the Skytech Acquisition

In\nconnection with the Skytech acquisition, certain additional equity awards may be issued to the sellers contingent upon achieving specified\nrevenue and/or EBITDA milestones. These awards are structured as compensation for post-combination services and are not considered part\nof the purchase price under ASC 805, Business Combinations. Accordingly, any related expense will be recognized in the Company’s\nconsolidated statement of operations in accordance with ASC 718, Compensation - Stock Compensation, based on the probability of achieving\nthe specified performance conditions.

Each\naward is to be granted once upon achievement, is independent and cumulative, and is to be measured based on a 30-day volume-weighted\naverage price of the Company’s common stock as of the applicable measurement date

Revenue-Based\nEquity Awards

The\nsellers are eligible to receive shares of Series C Convertible Preferred Stock with an aggregate maximum value of $35,000,000 based on\nthe following Company revenue milestones:

Schedule of Revenue Based Equity Awards

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Company\n Revenue		Restricted\n Stock Award (% of equity)

$	50,000,000		3.0	%
$	100,000,000		3.5	%
$	150,000,000		4.0	%
$	200,000,000		4.5	%
$	300,000,000		5.0	%

EBITDA-Based\nEquity Awards

The\nsellers are eligible to receive additional shares of Series C Convertible Preferred Stock with an aggregate maximum value of $18,110,000\nbased on the following Company EBITDA milestones:

Schedule of EBITDA Based Equity Awards

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Company\n EBITDA		Restricted\n Stock Award (% of equity)
$	1,000,000		2	%
$	3,000,000		3	%
$	5,000,000		4	%
$	10,000,000		5	%
$	20,000,000		6	%
$	30,000,000		7	%
$	50,000,000		8	%
$	100,000,000		10	%

Awards\nare allocated pro rata among eligible recipients and are subject to continued service through each measurement date. The Series C shares\nissued upon achievement of milestones are subject to the same lock-up restrictions described below. As of June 30, 2026, none of the\nrevenue or EBITDA milestones have been achieved and no awards have been issued.

F-68

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Lock-Up\nRestrictions

Pursuant\nto the TechForce acquisition agreement, each seller is subject to a lock-up period restricting the sale, transfer, pledge, or other disposition\nof any equity securities received in connection with the transaction for a period of six months (6) following the closing date. During\nthis period, sellers are prohibited from transferring or encumbering such securities, except in limited circumstances where transferees\nagree to be bound by the same restrictions. The lock-up may be terminated earlier at the sole discretion of the Company.

Seniority\nof Series B Convertible Preferred Stock

Under\nthe original Certificate of Designation, the Series C Convertible Preferred Stock ranked junior to the Company’s Series B Convertible\nPreferred Stock with respect to liquidation preference. On November 12, 2025, all outstanding shares of Series B Preferred Stock were\nconverted into common stock (see Series B Convertible Preferred Stock above), and the subordination is no longer applicable.

Series\nD, Convertible Preferred Stock

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	●	Designated\n Shares: 100,000
	●	Issued\n & Outstanding: 1,834 and 3,334 shares as of June 30, 2026 and 2025, respectively
	●	Par\n Value: $0.001 per share
	●	Stated\n Value: None
	●	Conversion\n Terms: convertible into 6,000 shares of common stock
	●	Dividend\n Provisions: None
	●	Voting\n Rights: None
	●	Liquidation\n Preference: None
	●	Redemption\n Rights: None

F-69

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Under\nthe original Certificate of Designation, the Series D Convertible Preferred Stock ranked junior to the Company’s Series B Convertible\nPreferred Stock with respect to liquidation preference. On November 12, 2025, all outstanding shares of Series B Preferred Stock were\nconverted into common stock (see Series B Convertible Preferred Stock above), and the subordination is no longer applicable.

Series\nD, Convertible Preferred Stock Transactions for the Year Ended June 30, 2026

In\nDecember 2025, the Company issued 9,000,000 shares of common stock upon the conversion of 1,500 shares of Series D Convertible Preferred\nStock at the 6,000:1 conversion ratio. The transaction was accounted for as a reclassification within stockholders’ equity at the\npar value of the shares issued and received, with no impact to total stockholders’ equity.

Series\nD, Convertible Preferred Stock Transactions for the Year Ended June 30, 2025

On\nJuly 23, 2024, the Company issued an additional 1,667 shares of Series D, Convertible Preferred Stock in connection with the modification\nof an existing debt arrangement. In accordance with ASC 470-50, the transaction was evaluated to determine whether it represented a modification\nor an extinguishment of debt. Based on the terms and quantitative assessment, the transaction qualified as an extinguishment, and a loss\nwas recognized accordingly.

The\nfair value of the equity issued was estimated to be $113,955, based on the as-converted value of the underlying common stock adjusted\nfor a discount for lack of marketability.

See\nNote 5 for additional discussion regarding debt and related calculation of loss on debt extinguishment.

Common\nStock

\n\n\n

	●	Authorized\n Shares: 900,000,000
	●	Issued\n & Outstanding:

\n\n\n

	○	510,217,444\n shares as of June 30, 2026
	○	136,961,021\n shares as of June 30, 2025

\n\n\n

	●	Par\n Value: $0.001 per share
	●	Voting\n Rights: 1 vote per share

F-70

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Equity\nTransactions for the Year Ended June 30, 2026

Stock\nIssued for Cash

The\nCompany issued 25,257,086 shares of common stock for cash proceeds of $962,552 ($0.021/share to $0.04/share) in several private placements,\nincluding shares sold under its equity line of credit with a majority lender.

Stock\nIssued for Cash - Subscription Receivable

The\nCompany issued 1,049,044 shares of common stock under its equity line of credit with a majority lender for $24,700 ($0.026/share to $0.0281/share),\nrecorded as a subscription receivable. The cash was received subsequent to June 30, 2026.

Cash\nPaid as Direct Offering Costs

The\nCompany paid $9,571 in direct offering costs in connection with sales of common stock under its equity line of credit, which were charged\nagainst the proceeds.

Common\nStock Issued upon Conversion of Convertible Notes Payable and Related Accrued Interest Payable

The\nCompany issued 36,366,895 shares of common stock to holders of convertible notes upon conversion of $1,200,107 of outstanding principal\nand accrued interest, of which 29,766,895 shares settled principal and 6,600,000 shares settled accrued interest. The shares were valued\nat $0.033/share in accordance with the conversion terms of the underlying notes. See Note 5.

Stock\nIssued for Services

The\nCompany issued 2,000,000 shares of common stock to consultants for services rendered, having a fair value of $84,000 ($0.042/share),\nbased upon the quoted closing trading price. See Note 15.

Acquisition\nof BIM-E Intellectual Property and Technology Assets

The\nCompany issued 7,000,000 shares of common stock to an individual seller as consideration for the acquisition of the BIM-E intellectual\nproperty and technology assets, having a fair value of $253,400 ($0.0362/share), based upon the quoted closing trading price. The aggregate\nconsideration was expensed as in-process research and development within general and administrative expenses in accordance with ASC 730-10-25-2(c).\nSee Note 2.

F-71

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Equity\nTransactions for the Year Ended June 30, 2025

Stock\nIssued for Services

The\nCompany issued 50,000 shares of common stock to consultants for services rendered, having a fair value of $995 ($0.0199/share), based\nupon the quoted closing trading price.

Common\nStock Issued in connection with Conversion of Convertible Notes Payable and Related Accrued Interest Payable

The\nCompany issued an aggregate of 8,003,614 shares of common stock to certain convertible debt holders upon conversion of their outstanding\nnotes and related accrued interest payable. The shares had a total fair value of $264,120 (approximately $0.033 per share), determined\nin accordance with the conversion terms set forth in the underlying note agreement. See Note 5 for additional information.

Warrants

Warrant\nactivity for the years ended June 30, 2026 and 2025 are summarized as follows:

Schedule of Stock Warrant Activity

							Weighted
							Average
				Weighted			Remaining	Aggregate
	Number\n of			Average			Contractual	Intrinsic
Warrants	Warrants			Exercise\n Price			Term\n (Years)	Value
Outstanding\n - June 30, 2024		191,799,274			$	0.24		3.21	$	6,140,000
Exercisable\n - June 30, 2024		191,799,274			$	0.24		3.21	$	6,140,000
Granted		2,068,869			$	0.10
Exercised		-
Cancelled/Forfeited		(1,871,800	)		$	0.16
Outstanding\n - June 30, 2025		191,996,343			$	0.05		2.21	$	-
Exercisable\n - June 30, 2025		191,996,343			$	0.05		2.21	$	-
Granted		30,000,000			$	0.02
Exercised		(3,844,697	)		$	0.03
Cancelled/Forfeited		(32,842,911	)		$	0.10
Outstanding\n - June 30, 2026		185,308,735			$	0.03		1.95	$	474,464
Exercisable\n - June 30, 2026		185,308,735			$	0.03		1.95	$	474,464

Common\nStock Issued Upon Cashless Exercise of Warrants

During\nthe year ended June 30, 2026, holders exercised 3,844,697 warrants on a cashless basis, resulting in the issuance of 2,465,698 shares\nof common stock. The transaction was accounted for as a reclassification within stockholders’ equity at par value, with no impact\nto total stockholders’ equity.

Warrants\nIssued as Commitment Fee

On\nOctober 8, 2025, the Company entered into an Equity Purchase Agreement with a material lender under which the Company may sell up to\n$25,000,000 of common stock at its discretion over a twenty-four (24) month period. In connection with the agreement, the Company issued\na warrant to purchase 6,000,000 shares of common stock at an exercise price of $0.10/share, immediately exercisable and expiring five (5) years from issuance. The exercise price resets to the lowest price\nat which the Company sells common stock under the agreement, and the number of shares issuable increases so that the aggregate exercise\nprice of $600,000 is unchanged. At June 30, 2026, the exercise price was $0.02/share and 30,000,000 shares were issuable.

F-72

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

The fair value of the warrant, $258,723 at issuance and $977,270 at June 30, 2026, was estimated using the Black-Scholes option pricing model with the following assumptions:

Schedule of Fair Value of Warrant

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	October 8, 2025			June 30, 2026
Exercise price	$	0.10			$	0.02
Expected term (years)		5.00				4.28
Expected volatility		183.1	%			199.6	%
Expected dividends		0	%			0	%
Risk free interest rate		3.72	%			3.72	%
Warrants outstanding, measurement input		3.72	%			3.72	%

The fair value of the warrant at issuance was recognized as commitment\nfee expense and is included in other expense in the consolidated statements of operations for the year ended June 30, 2026. The warrant permits the holder to elect cash settlement\nupon a change of control. Because net cash settlement could be required in circumstances outside the Company’s control, the warrant\ndoes not qualify for equity classification under ASC 815-40 and is accounted for as a derivative liability, recorded at its fair value\nof $258,723 at issuance and remeasured at each reporting date with changes in fair value recognized in other income (expense). At June\n30, 2026, the fair value of the warrant was $977,270, and the increase of $718,547 was recognized in change in fair value of derivative\nliabilities. See Note 11.

Stock\nOptions

Stock\noption transactions for the year ended June 30, 2026 are summarized as follows:

Schedule of Stock Option Transactions

						Weighted	Weighted
						Average	Average
			Weighted			Remaining	Grant	Aggregate
	Number\n of		Average			Contractual	Date	Intrinsic
Stock\n Options	Options		Exercise\n Price			Term\n (Years)	Fair\n Value	Value
Outstanding\n - June 30, 2025		-		$	-		-		-	$	-
Granted		34,630,305		$	0.033				0.0271
Exercised		-		$	-
Cancelled/Forfeited		-		$	-
Outstanding\n - June 30, 2026		34,630,305		$	0.033		9.76			$	17,315
Vested\n and Exercisable - June 30, 2026		12,757,576		$	0.033		9.84			$	6,379
Unvested\n - June 30, 2026		21,872,729		$	0.033		9.71			$	10,936

No\nstock options were outstanding at June 30, 2025, and the Company recognized no stock option expense during the year ended June 30, 2025.

During\nthe year ended June 30, 2026, the Company granted nonstatutory stock options to purchase 34,630,305 shares of common stock to employees,\nconsultants and members of its advisory board. The options were granted as standalone awards under individual option agreements approved\nby the board of directors and not under an equity incentive plan. Each option has an exercise price of $0.033/share.

F-73

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

The\naggregate grant date fair value of the options was $937,986, or a weighted average of $0.0271/option, determined using a Black-Scholes\noption pricing model with the following inputs:

Schedule of Black-Scholes Option Pricing Model

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exercise\n price	$	0.033
Expected\n volatility		173.4%\n - 221.8	%
Expected\n dividend yield		0.0	%
Expected\n term in years		2.75\n - 6.30
Risk-free\n interest rate		3.91%\n - 4.11	%

The\nfollowing is a summary of the Company’s unvested stock option activity for the year ended June 30, 2026:

Schedule of Unvested Stock Option Activity

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

				Weighted\n Average
	Number\n of			Grant\n Date
Non-Vested\n Stock Options	Options			Fair\n Value
June\n 30, 2025		-			$	-
Granted		34,630,305				0.0271
Vested		(12,757,576	)			0.0271
Cancelled/Forfeited		-				-
June\n 30, 2026		21,872,729			$	0.0271

Unrecognized\n compensation	$	498,378

Weighted\n average remaining period (years)		1.24

The\nunvested stock options are scheduled to vest as follows:

Schedule of Unvested Stock Option

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Years\n ended June 30,	Quantity\n of Options
2027		10,418,185
2028		8,181,814
2029		3,272,730
		21,872,729

F-74

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

The\noptions vest as follows, subject to the grantee’s continued service through each vesting date. Unvested options are forfeited upon\ntermination of service.

\n\n\n\n\n\n\n\n\n

	●	Options\n to purchase 5,545,455 shares vested 100% on the grant date.
	●	Options\n to purchase 14,545,455 shares vest 35% on the grant date, 35% on December 31, 2026 and 30%\n on December 31, 2027.
	●	Options\n to purchase 10,909,092 shares vest 35% on December 31, 2026, 35% on December 31, 2027 and\n 30% on December 31, 2028.
	●	Options\n to purchase 3,030,303 shares vest 70% on the grant date and 30% on December 31, 2026.
	●	Options\n to purchase 600,000 shares granted to advisory board members vest 50% on December 1, 2026\n and 50% on June 1, 2027.

The\nfollowing is a detail of the stock options granted during the year ended June 30, 2026:

Schedule of Stock Options Granted

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Grant\n Date	Quantity		Vested\n and Exercisable		Unvested	Fair\n Value	Compensation\n Expense
Employees	May\n 1, 2026		19,181,820		7,136,364		12,045,456	$	518,876	$	241,396
Consultants	May\n 1, 2026		14,848,485		5,621,212		9,227,273		401,445		196,275
Advisory\n Board Member	June\n 1, 2026		600,000				600,000		17,665		1,937
			34,630,305		12,757,576		21,872,729	$	937,986	$	439,608

Third\n Party			28,569,699		9,575,758		18,993,941	$	774,329
Related\n Party			6,060,606		3,181,818		2,878,788		163,657
			34,630,305		12,757,576		21,872,729	$	937,986

The\nCompany recognized stock-based compensation expense of $439,608 for the year ended June 30, 2026, which is included in general and administrative\nexpenses in the consolidated statements of operations. No income tax benefit was recognized and no compensation cost was capitalized.

Options\nto purchase 6,060,606 shares of common stock included in the tables above were granted to two (2) consultants who are immediate family\nmembers of an officer and director of the Company and are therefore related parties.

The\nadvisory board agreements also provide for options to purchase up to 1,200,000 additional shares of common stock in the aggregate that\nare granted only upon the board of directors determining that specified advisor-sourced robot deployment milestones have been achieved.\nAs of June 30, 2026, the board of directors had not determined that either milestone had been achieved. Accordingly, no grant date has\nbeen established, no compensation cost has been recognized and these options are excluded from the tables in this note.

F-75

NIGHTFOOD\nHOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Note\n9 - Acquisitions and Unaudited Pro-Forma Financial Information

Fiscal\nYear Ended June 30, 2026

Acquisition\nof Victorville

Overview\nand Date of Acquisition

On\nAugust 27, 2025, the Company completed the acquisition of Victorville Treasure Holdings, LLC (“Victorville”), a California\nlimited liability company that owns and operates a 155-room hotel located at 15494 Palmdale Road, Victorville, California (the “Property”).\nUnder the transaction, the Company acquired 100% of the issued and outstanding equity interests, and Victorville became a wholly owned\nsubsidiary of the Company upon closing.

Purchase\nConsideration

As\nconsideration, the Company issued 216,667 shares of its Series C Convertible Preferred Stock, having an estimated fair value of $39,000,060,\nbased on the as-converted value of the underlying common shares using the $0.03 closing stock price on the acquisition date.

Primary\nReasons for the Acquisition

The\nVictorville acquisition represents a strategic expansion of the Company’s hospitality portfolio. The Company believes the acquisition\nwill provide several benefits, including:

●\nStrengthening its presence in key hospitality markets;

●\nOperational synergies with the Company’s existing hotel platform;

●\nImmediate revenue contribution from ongoing hotel operations;

●\nEnhanced scale to support an integrated lodging and guest-services strategy; and

●\nAccess to franchise-branding opportunities following planned renovations.

The\nacquisition was accounted for in accordance with ASC 805, Business Combinations. The purchase price allocation was finalized during the\nyear ended June 30, 2026 within the one (1) year measurement period.

Contingent\nConsideration - Victorville

In\nconnection with the acquisition, the Agreement provides for additional contingent consideration payable to the Sellers. Under the terms\nof the Agreement, the Sellers may earn up to 41,667 additional shares of Series C Convertible Preferred Stock (the “Earnout Shares”)\nupon achieving specified post-closing operational and property-level milestones, including:

(i)\ncompletion and build-out of a gym facility;

(ii)\nenrollment of at least fifty (50) active gym members;

(iii)\ncompletion of all remaining renovations required to meet prospective franchise brand standards; and

(iv)\noperation of the property under a major franchise brand for a minimum of thirty (30) days.

F-76

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Consistent\nwith the valuation methodology applied to the equity consideration issued at closing, the Earnout Shares and any additional shares issuable\nunder the purchase price adjustment provisions were measured at fair value ($7,125,000) based on the as-converted value of the underlying\ncommon stock using the $0.03 closing stock price on the August 27, 2025 acquisition date and a 95% probability of achievement\nof the milestones.

In\naccordance with ASC 805, the contingent consideration was recognized at its acquisition-date fair value as part of the purchase price\nallocation. Because the Company’s authorized common stock was insufficient at the acquisition date, the contingent consideration\nwas classified as temporary equity under ASC 480-10-S99-3A and was reclassified to stockholders’ equity at its carrying value effective\nNovember 19, 2025, when the increase in authorized shares became effective (see Note 8). Contingent consideration classified in equity\nis not subsequently remeasured; adjustments are recognized only upon resolution of the contingency.

Acquisition-Related\nCosts

In\nconnection with the acquisition of Victorville, the Company incurred an insignificant amount of transaction costs related to the acquisition.\nSuch costs were expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations.

Forgiveness\nof Pre-Existing Relationship

In\nconnection with the acquisition of VV, the Company and VV had a pre-existing intercompany note receivable/payable balance. As part of\nthe closing of the transaction, the Company forgave the outstanding intercompany obligation, which resulted in the elimination of the\nrelated note payable and note receivable between the entities. In accordance with ASC 805, Business Combinations, the settlement\nof the pre-existing relationship was accounted for as a capital transaction rather than as an element of consideration transferred or\nas a gain or loss in the statement of operations.

The\nforgiveness of the intercompany balance resulted in a $2,652,671 increase to additional paid-in capital during the period.

F-77

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Purchase\nPrice Allocation

The\nfollowing table summarizes the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date. Amounts\nhave been rounded. The fair values were derived from an independent third-party valuation report, as follows:

Schedule\nof Estimated Fair Value of Assets Acquired and Liabilities

Consideration
Series\n C - convertible preferred stock - 216,667 shares	$	39,000,000
Series\n C - contingent consideration - 41,667 shares		7,125,000
Fair\n value of consideration transferred	$	46,125,000

Recognized\n amounts of identifiable assets acquired and liabilities assumed:

Cash		301,000
Accounts\n receivable		73,000
Prepaids\n and other		165,000
Inventory		40,000
Land		750,000
Property\n and equipment - net		9,250,000
Operating\n lease - right - of -use asset
Total\n assets acquired		10,579,000

Accounts\n payable and accrued expenses		1,943,000
Deferred revenue/customer\n deposits
Notes\n payable		3,224,000
Operating\n lease liability
Mortgage\n note payable		9,492,000
Total\n liabilities assumed		14,659,000

Total\n identifiable net liabilities assumed		(4,080,000	)

Allocation\n required for identifiable intangible assets and goodwill		50,205,000

Intangible\n asset (liquor license)		20,000
Intangible\n asset (franchise agreement)		3,200,000
Total\n identifiable intangible assets		3,220,000

Goodwill\n (including assembled workforce)	$	46,985,000

F-78

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Measurement\nPeriod

The\nCompany finalized the purchase price allocation within the one (1) year measurement period permitted under ASC 805, which ended on August\n27, 2026. No measurement period adjustments were recorded.

Goodwill\nis attributable to anticipated synergies, enhanced automation capabilities, and future economic benefits that do not qualify for separate\nrecognition and is deductible for tax purposes.

Acquisition\nof Rancho Mirage

Overview\nand Date of Acquisition

On\nSeptember 30, 2025, the Company completed the acquisition of Treasure Mountain Holdings, LLC (“Rancho Mirage”), a Delaware\nlimited liability company that owns and operates the Hilton Garden Inn Palm Springs - Rancho Mirage, a 120-room hotel located at 71700\nHighway 111, Rancho Mirage, California (the “Property”). Under the transaction, the Company acquired 100% of the issued and\noutstanding membership interests, and Rancho Mirage became a wholly owned subsidiary of the Company upon closing.

Purchase\nConsideration

As\nconsideration, the Company issued 176,167 shares of its Series C Convertible Preferred Stock, having an estimated fair value of $42,280,080,\nbased on the as-converted value of the underlying common shares using the $0.04 closing stock price on the acquisition date.

Primary\nReasons for the Acquisition

The\nRancho Mirage acquisition represents a strategic expansion of the Company’s hospitality portfolio for the same primary reasons\ndescribed above for the Victorville acquisition.

Contingent\nConsideration - Rancho Mirage

In\nconnection with the acquisition, the Agreement provides for additional contingent consideration payable to the Sellers. Under the terms\nof the Agreement, the Sellers may earn up to 20,000 additional shares of Series C Convertible Preferred Stock (the “ Earnout Shares”)\nupon achievement of specified post-closing milestones on or before December 31, 2027, including:

(i)\nthe completion and build-out of five (5) new guestrooms; and

(ii)\nreceipt of a certificate of occupancy and all required permits or approvals for such guestrooms.

F-79

NIGHTFOOD\nHOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Consistent\nwith the valuation methodology applied to the equity consideration issued at closing, the Earnout Shares and any additional shares issuable\nunder the purchase price adjustment provisions were measured at fair value ($4,800,000), based on the as-converted value of the underlying\ncommon stock using the $0.04 closing stock price on the September 30, 2025 acquisition date.

Acquisition-Related\nCosts

In\nconnection with the acquisition of Rancho Mirage, the Company incurred an insignificant amount of transaction costs related to the acquisition.\nSuch costs were expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations.

Purchase\nPrice Allocation

Schedule\nof Estimated Fair Value of Assets Acquired and Liabilities

Consideration
Series\n C - convertible preferred stock - 176,167 shares	$	42,280,000
Series\n C - contingent consideration - 20,000 shares		4,800,000
Fair\n value of consideration transferred	$	47,080,000

Recognized\n amounts of identifiable assets acquired and liabilities assumed:

Cash		968,000
Accounts\n receivable		11,000
Prepaids\n and other		7,000
Inventory		7,000
Land		2,800,000
Property\n and equipment - net		12,000,000
Total\n assets acquired		15,793,000

Accounts\n payable and accrued expenses		2,386,000
Accounts\n payable and accrued expenses - related party		240,000
Deferred\n revenue/customer deposits		12,000
Notes\n payable		1,700,000
Mortgage\n note payable		9,992,000
Total\n liabilities assumed		14,330,000

Total\n identifiable net assets assumed		1,463,000

Allocation\n required for identifiable intangible assets and goodwill		45,617,000

Intangible\n asset (liquor license)		20,000
Intangible\n asset (franchise agreement)		1,400,000
Total\n identifiable intangible assets		1,420,000

Goodwill\n (including assembled workforce)	$	44,197,000

Measurement\nPeriod

The\nCompany finalized the purchase price allocation within the one (1) year measurement period permitted under ASC 805, which ends on September\n30, 2026. No measurement period adjustments were recorded.

Goodwill\nis attributable to anticipated operational synergies and future economic benefits that do not qualify for separate recognition and is deductible for tax purposes.

F-80

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Supplemental\nPro Forma Information (Unaudited)

The\nfollowing unaudited pro forma information presents the combined revenue and net loss of the Company, Victorville and Rancho Mirage as\nthough both acquisitions had been completed on July 1, 2025 for the fiscal year ended June 30, 2026 and on July 1, 2024 for the fiscal\nyear ended June 30, 2025. The pro forma amounts combine the historical results of the Company with the pre-acquisition results of the\ntwo (2) hotels for each period, adjusted to reflect depreciation based on the acquisition-date fair values of the acquired property and\nequipment, the elimination of intercompany activity between the Company and Victorville, and the reclassification of acquisition-related\ntransaction costs to the fiscal year ended June 30, 2025.

The\ngoodwill impairment charges of $63,886,000 recognized in the fiscal year ended June 30, 2026 are included in the pro forma net loss for\nthat period and are not included in the pro forma net loss for the fiscal year ended June 30, 2025.

The\npro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that\nwould have been achieved had the acquisitions been completed as of the dates indicated, nor of future results. The pro forma results\ndo not reflect potential cost savings, integration synergies or non-recurring charges that may result from the acquisitions.

Revenue\nof $6,455,902 and net loss of $65,782,160 (including the goodwill impairment charges of $61,537,000) of Victorville and Rancho Mirage\nare included in the consolidated statements of operations from their respective acquisition dates through June 30, 2026 and are presented\nas the Hotel Operations segment in Note 13. The unaudited pro forma information is as follows:

Schedule\nof Supplemental Proforma Information

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Year\n Ended			Year\n Ended
	June\n 30, 2026			June\n 30, 2025

Revenues\n - net	$	10,375,432			$	8,735,052
Net\n loss	$	(82,635,009	)		$	(9,439,740	)

Loss\n per share - basic	$	(0.30	)		$	(0.07	)
Loss\n per share - diluted	$	(0.30	)		$	(0.07	)

Weighted\n average number of shares - basic		271,525,569				130,384,336
Weighted\n average number of shares - diluted		271,525,569				130,384,336

F-81

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Goodwill\nImpairment (Hotel Properties)

In\nconnection with the annual impairment test as of June 30, 2026, the Company recognized goodwill impairment losses of $29,544,000 at the\nVictorville reporting unit and $31,993,000 at the Rancho Mirage reporting unit, or $61,537,000\nin the aggregate, within the Hotel Operations segment. The charges are presented as impairment of goodwill, a separate line item within\noperating expenses in the consolidated statements of operations. The impairment resulted from operating results at both hotels falling below the expectations and forecasts used at\nthe acquisition dates. Fair value was determined using an income approach prepared with the assistance of a third-party valuation firm\nand is a Level 3 measurement. The charges are final and are not provisional estimates. The Company also recognized a goodwill impairment loss of $2,349,000 at\nthe SWC reporting unit, within the Foodservice Packaging Distribution segment. The impairment resulted from operating results at SWC falling\nbelow the expectations and forecasts used at the acquisition date. Fair value was determined using an income approach prepared with the\nassistance of a third-party valuation firm and is a Level 3 measurement. The charge is final and is not a provisional estimate. No impairment\nwas recognized at the Robotics-as-a-Service reporting unit.

Goodwill\nis tested for impairment annually as of June 30 and between annual tests when an event or change in circumstances indicates that the\nfair value of a reporting unit may be below its carrying amount. Each hotel is a separate reporting unit within the Hotel Operations\nsegment. The Company performs the quantitative test under ASC 350-20, comparing the fair value of each reporting unit with its carrying\namount, including goodwill, and recognizes an impairment for the amount by which the carrying amount exceeds fair value, limited to the\ngoodwill allocated to that reporting unit. Before testing goodwill, the Company tested the property and equipment of each reporting unit\nfor recoverability under ASC 360-10 and concluded that the undiscounted cash flows exceeded the carrying amounts; no impairment of long-lived\nassets was recognized.

The\ngoodwill recognized at acquisition represented the excess of the fair value of the Series C Convertible Preferred Stock issued as consideration,\nmeasured at the quoted market price of the underlying common stock on the acquisition dates, over the fair value of the identifiable\nnet assets acquired. The acquisition-date fair values of the assets acquired and liabilities assumed were determined from the facts and\ncircumstances that existed at the acquisition dates, including the operating forecasts on which the purchase prices were negotiated and\nthe third-party valuation reports prepared for each property.

The\npurchase prices were negotiated on forecasts that assumed each hotel would reach stabilized occupancy and average daily rates within\nthe first year of ownership and that the planned renovations would be completed on the schedule and at the cost contemplated at\nclosing. From the acquisition dates through June 30, 2026, the operating results of both hotels were below those\nforecasts.

Transient\ndemand in both markets was softer than assumed, and the hotels were unable to hold the rate levels underwritten at acquisition without\ngiving up occupancy. The\nRancho Mirage property experienced the seasonal decline in Coachella Valley demand through the summer months more severely than forecast\nand did not replace lost group and leisure business at the assumed rates. Operating costs at both properties were higher than forecast,\nprincipally labor, insurance, utilities and property taxes following the reassessment of the properties at acquisition.

F-82

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

The\nrenovations at both properties took longer and cost more than planned as the scope expanded to address conditions identified after closing,\nwhich pushed the expected timing of the franchise conversion at Victorville and the completion of the additional guestrooms at Rancho\nMirage into fiscal 2027.

The\ndelays were also attributable to management’s temporary reallocation of available funding and other resources from the hotel buildouts\nto support the launch of the Company’s robotics business while the Nasdaq uplisting process took longer than anticipated. This\nreallocation extended the construction timelines at both properties.

In\nconnection with the annual impairment test and the fiscal 2027 budgeting process, which was completed during the fourth quarter of fiscal\n2026 and finalized in connection with the preparation of these consolidated financial statements, management revised the projected cash\nflows of each property to reflect the results achieved since acquisition, a longer period to reach stabilized operations, higher operating\ncosts, and the revised timing and cost of the renovation and franchise-conversion plans. These developments arose after the acquisition\ndates and did not provide additional information about facts and circumstances that existed at those dates; accordingly, they were not\nmeasurement-period adjustments to the purchase price allocations, which were finalized without adjustment.

During\nthe interim periods following the acquisitions, the Company evaluated whether events or changes in circumstances indicated that goodwill\nmight be impaired. Those evaluations considered the short period of ownership, the seasonality of the properties, the status of the renovation\nplans and the operating results reported through March 31, 2026, and management concluded that the results to that date were consistent\nwith a hotel in the early stage of a renovation and repositioning program and that no interim test was required. The full-year results\nand the revised forecasts prepared in the fourth quarter of fiscal 2026 were the first indication that the fair value of each reporting\nunit was below its carrying amount.

The\nfair value of each reporting unit was estimated with the assistance of a third-party valuation firm using an income approach based on\ndiscounted cash flow projections, corroborated by a market approach based on recent sales of comparable hotel properties on a price per\nroom basis. The significant assumptions were the projected occupancy and average daily rates, projected operating expenses, the capital\nexpenditures required to complete the renovations, the timing of the franchise conversion, the discount rate and the terminal capitalization\nrate. These inputs are unobservable and the measurement is classified within Level 3 of the fair value hierarchy. The Company also compared\nthe aggregate fair value of its reporting units with its market capitalization at June 30, 2026 and concluded that the reporting unit\nfair values were consistent with market capitalization after consideration of a control premium.

F-83

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Following\nthe impairment charges, the carrying amounts of the Victorville, Rancho Mirage and SWC reporting units approximate their estimated fair values.\nFurther shortfalls in occupancy or average daily rates against the revised projections, delays in the renovation and franchise-conversion\nplans, increases in the capital required to complete them, or increases in the discount rate could result in additional impairment in\nfuture periods. The goodwill remaining at each reporting unit after the impairment charges is presented in the goodwill summary table\nbelow.

Goodwill\nSummary

Schedule\nof Goodwill

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Balance\n - June 30, 2024	$	897,542
Acquisition\n of SWC		3,714,027
Acquisition\n of Skytech		790,150
Impairment\n charge - FHVH		(897,542	)
Balance\n - June 30, 2025		4,504,177
Acquisition\n of Victorville		46,985,000
Acquisition\n of Rancho Mirage		44,197,000
Impairment\n charge - Victorville		(29,544,000	)
Impairment\n charge - Rancho Mirage		(31,993,000	)
Impairment charge - SWC		(2,349,000	)
Balance\n - June 30, 2026	$	31,800,177

Fiscal\nYear Ended June 30, 2025

Acquisition\nof SWC

On\nMarch 31, 2025, the Company acquired 100% of the issued and outstanding equity interests of SWC through a share exchange agreement. As\nconsideration, the Company issued 83,333 shares of Series C Convertible Preferred Stock with a fair value of $4,399,982, based on the\nas-converted value of the underlying common stock at the closing price on the acquisition date.

F-84

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

SWC\nis a provider of customized disposable packaging solutions serving the food service and hospitality industries. The Company expects the\nacquisition to provide the following strategic benefits:

\n\n\n\n\n\n\n

	●	Expanded\n presence across the hospitality value chain;
	●	Operational\n synergies with Skytech’s automation platform;
	●	Immediate\n recurring revenue through packaging supply contracts; and
	●	A\n fully integrated solutions offering for hotels, resorts and food service operators.

The\nacquisition was accounted for as a business combination under ASC 805. The purchase price allocation was finalized within the one (1)\nyear measurement period, which ended on March 31, 2026, with no measurement period adjustments. No transaction costs were incurred in\nconnection with the acquisition.

The\nfollowing table summarizes the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date, derived\nfrom an independent third-party valuation report:

Schedule\nof Estimated Fair Value of Assets Acquired and Liabilities

Consideration
Series\n C - convertible preferred stock - 83,333 shares	$	4,399,982

Fair\n value of consideration transferred		4,399,982

Recognized\n amounts of identifiable assets acquired and liabilities assumed:

Cash		28,340
Accounts\n receivable		22,624
Prepaids\n and other		114,590
Inventory		252,203
Property\n and equipment - net		26,942
Operating\n lease - right - of -use asset		13,317
Total\n assets acquired		458,016

Accounts\n payable and accrued expenses		1,517,927
Notes\n payable		67,262
Operating\n lease liability		14,972
Total\n liabilities assumed		1,600,161

Total\n identifiable net liabilities assumed		(1,142,145	)

Allocation\n required for identifiable intangible assets and goodwill		5,542,127

Trade\n names/trademarks		786,800
Customer\n relationships		1,041,300
Total\n identifiable intangible assets		1,828,100

Goodwill\n (including assembled workforce)	$	3,714,027

F-85

NIGHTFOOD\nHOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Settlement\nof Pre-Existing Relationships

In\nconnection with the acquisition of SWC on March 31, 2025, the Company identified preexisting contractual advances between SWC and the\nCompany and its subsidiary FHVH that were unrelated to the exchange for the acquiree and were effectively settled as of the acquisition\ndate. Under ASC 805-10-25-20 and 805-10-25-21(a), the settlement was accounted for separately from the business combination and was excluded\nfrom consideration transferred, the purchase price allocation and goodwill. The Company recognized a loss on settlement of preexisting\nrelationships of $1,490,803, measured under ASC 805-10-55-21(b) as the amount by which the advances were unfavorable to the acquirer\nat the acquisition date, adjusted under ASC 805-10-55-22 for amounts previously recognized. The loss is presented within other income\n(expense) in the consolidated statements of operations for the year ended June 30, 2025.

Acquisition\nof Skytech

On\nMarch 31, 2025, the Company acquired 100% of the issued and outstanding equity interests of Skytech through a share exchange agreement.\nAs consideration, the Company issued 10,000 shares of Series C Convertible Preferred Stock with a fair value of $528,000, based on the\nas-converted value of the underlying common stock at the closing price on the acquisition date.

Skytech\ndevelops AI-powered service automation for the hospitality industry, including its Laundry Helper robot deployed at hotel properties.\nThe acquisition supports the Company’s integrated business model combining hotel ownership with Robotics-as-a-Service (“RaaS”)\nsolutions. The Company expects the acquisition to:

\n\n\n\n\n\n\n

	●	Enhance\n the Company’s proprietary technology capabilities;
	●	Accelerate\n integration with SWC’s packaging operations;
	●	Improve\n customer service automation; and
	●	Create\n cost and labor efficiencies across the Company’s product delivery chain.

Additional\nSeries C shares issuable to the Skytech sellers upon achievement of revenue and EBITDA milestones are compensation for post-combination\nservices and are excluded from consideration transferred. See Note 8 for the classification and valuation of these awards.

F-86

NIGHTFOOD\nHOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

The\nfollowing table summarizes the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date, derived\nfrom an independent third-party valuation report:

Schedule\nof Estimated Fair Value of Assets Acquired and Liabilities

\n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Consideration
Series\n C - convertible preferred stock - 10,000 shares	$	528,000
Series\n C - convertible preferred stock - shares	$	528,000

Fair\n value of consideration transferred		528,000

Recognized\n amounts of identifiable assets acquired and liabilities assumed:

Accounts\n receivable		19,250
Property\n and equipment - net		32,550
Total\n assets acquired		51,800

Accounts\n payable and accrued expenses		3,650
Accounts\n payable and accrued expenses - related parties		310,300
Accounts\n payable and accrued expenses		310,300
Total\n liabilities assumed		313,950

Total\n identifiable net liabilities assumed		(262,150	)

Goodwill	$	790,150

Goodwill\nis attributable to expected synergies, enhanced automation capabilities and the assembled workforce, and is not deductible for tax purposes.

Note\n10 - Intangible Assets

Intangibles\nconsisted of the following at June 30, 2026 and 2025:

Schedule\nof Intangible Assets

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n

								Weighted\n Average
							Estimated\n Useful	Remaining
Classification	June\n 30, 2026			June\n 30, 2025			Lives\n (Years)	Life\n (Years)

Tradenames/trademarks	$	786,800			$	786,800		N/A	N/A
Customer\n relationships		1,041,300				1,041,300		10	9.25
Franchise\n agreements		4,600,000				-		10	9.67\n - 9.75
Liquor\n licenses		40,000				-		N/A
Intangibles - gross		40,000				-		N/A
Less:\n accumulated amortization		(501,829	)			(26,033	)
Intangibles\n - net	$	5,966,271			$	1,802,067

F-87

NIGHTFOOD\nHOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Amortization\nexpense for the years ended June 30, 2026 and 2025 was as follows:

Schedule\nof Amortization Expense

\n \n \n \n \n \n \n \n \n \n \n \n

There\nwere no impairment losses for the years ended June 30, 2026 and 2025, respectively.

Estimated\namortization expense for each of the five (5) succeeding years and thereafter is as follows:

Schedule\nof Estimated Amortization Expense

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

For\n the Years Ended June 30,
2027	$	564,130
2028	$	564,130
2029	$	564,130
2030	$	564,130
2031	$	564,130
Thereafter	$	2,318,821
Total	$	5,139,471

F-88

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Note\n11 - Derivative Liabilities

The\nconvertible notes assumed in the SWC acquisition on March 31, 2025 and certain convertible notes issued during the year ended June 30,\n2026 (see Note 5) contain conversion features priced at a discount to the trading price of the Company’s common stock. Because\nthe conversion price varies with the market price, the features are not indexed to the Company’s own stock and are bifurcated and accounted for as derivative liabilities. The commitment warrant issued under the Equity Purchase Agreement\non October 8, 2025 (see Note 8) permits the holder to elect cash settlement upon a change of control and is also accounted for as a derivative\nliability, recorded at its fair value of $258,723 at issuance and $977,270 at June 30, 2026.

The\nCompany estimated the fair value of the embedded conversion features using the Black-Scholes option pricing model with the following\nassumptions:

Schedule\nof Significant Assumptions Used in Valuation of Derivative Liability

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June\n 30, 2026			June\n 30, 2025

Expected\n term (years)		0.27\n - 5.00			2.18\n - 2.43
Expected\n volatility		147.60%\n - 242.30	%		207.70%\n - 233.30	%
Expected\n dividends		0.00	%		0.00	%
Risk\n free interest rate		3.48%\n - 4.15	%		3.72%\n - 3.89	%

The\nfollowing table presents the changes in derivative liabilities measured at fair value on a recurring basis using Level 3 inputs for the\nyears ended June 30, 2026 and 2025:

Schedule\nof Activity in Derivative Liabilities Account

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Third\n Party			Related\n Party			Total
Derivative\n liabilities – June 30, 2024	$	-			$	-		$	-
Fair\n value at commitment date		987,131				426,437			1,413,568
Gain\n on debt extinguishment		-				(500,678	)		(500,678	)
Fair\n value mark to market adjustment		(181,366	)			371,468			190,102
Derivative\n liabilities – June 30, 2025		805,765				297,227			1,102,992
Fair\n value at commitment date		5,750,798				109,283			5,860,081
Fair\n value mark to market adjustment		(1,073,220	)			65,540			(1,007,680	)
Derivative\n liabilities – June 30, 2026	$	5,483,343			$	472,050		$	5,955,393

The\nfair value mark to market adjustment for each year is presented in other income (expense) in the consolidated statements of operations.

During\nthe year ended June 30, 2025, the conversion of principal on a related party convertible note extinguished the related derivative liability,\nresulting in a gain on debt extinguishment of $500,678.

During\nthe year ended June 30, 2026, the fair value of the embedded conversion features at issuance exceeded the net proceeds of the\nrelated notes, and the Company recognized derivative expense of $1,438,825\nand a loss on settlement of accounts payable - related party of $109,283\nin other income (expense). See Note 5.

Related\nParty

Derivative\nliabilities of $472,050 and $297,227 at June 30, 2026 and 2025, respectively, relate to convertible notes held by the Company’s\nChief Executive Officer and by its Chief Revenue Officer, who is also a director. The related party notes include a note issued to the\nChief Revenue Officer in March 2026 upon conversion of $73,927 of accounts payable (see Note 5).

F-89

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Derivative\nLiability Activity

Changes\nin the fair value of derivative liabilities are recognized in other income (expense) in the consolidated statements of operations.

For\nthe years ended June 30, 2026 and 2025, the Company recorded a change in fair value gain (loss) of its derivative liabilities as follows:

Schedule\nof Derivative Liability Activity

\n \n \n \n \n \n \n \n \n \n \n \n

For\nthe years ended June 30, 2026 and 2025, the Company recognized derivative expense as follows:

Schedule\nof Recognized Derivative Expense

\n \n \n \n \n \n \n \n \n \n \n \n

The derivative liabilities recognized during the year ended June 30, 2026 arose from the issuance of five (5) convertible\nnotes with an aggregate face value of $4,880,104 and the commitment warrant. The aggregate fair value at the commitment dates was $5,860,081,\nconsisting of $5,601,358 for the conversion features and $258,723 for the warrant. The fair value mark to market adjustment for the year\nis a gain of $1,726,227 on the conversion features, net of a loss of $718,547 on the warrant (see Note 8).\nWhere the fair value of a conversion feature at the commitment date exceeded the net proceeds of the related note, the excess was\nrecognized as derivative expense; such excesses totaled $1,438,825 for the year. See Note 5.

See\nNotes 6 and 12 for additional fair value disclosures.

F-90

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Note\n12 - Fair Value of Financial Instruments

The\nCompany evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate\nlevel in which to classify them for each reporting period. This determination requires significant judgments to be made.

Liabilities\nmeasured at fair value on a recurring basis consisted of the following at June 30, 2026 and 2025:

Schedule\nof Financial Instruments at Fair Value on a Recurring Basis

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June\n 30, 2026
	Level\n 1		Level\n 2			Level\n 3		Total
Liabilities
Derivative\n liabilities	$	-		$	-		$	5,955,393	$	5,955,393
Total	$	-		$	-		$	5,955,393	$	5,955,393

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June\n 30, 2025
	Level\n 1		Level\n 2			Level\n 3		Total
Liabilities
Derivative\n liabilities	$	-		$	-		$	1,102,992	$	1,102,992
Total	$	-		$	-		$	1,102,992	$	1,102,992

Note\n13 - Segment Information

General

Operating\nsegments are components of the Company for which discrete financial information is available and whose operating results are regularly\nreviewed by the chief operating decision maker (“CODM”) to allocate resources and assess performance.

Reportable\nSegments

Beginning\nin fiscal 2026, the Company has three (3) reportable segments:

\n\n\n\n\n

	1.	Foodservice\n Packaging Distribution - distribution of foodservice packaging products, conducted through\n SWC Group, Inc. (d/b/a CarryOutSupplies.com), established through the acquisition of SWC\n on March 31, 2025.
	2.	Robotics-as-a-Service\n (RaaS) - development and deployment of robotics solutions, conducted through TechForceRobotics,\n Inc. (formerly Skytech Automated Solutions, Inc.) and Future Hospitality Ventures Holdings,\n Inc.
	3.	Hotel\n Operations - ownership and operation of hotel properties, including lodging, food and beverage,\n and related hospitality services, conducted through Victorville Treasure Holdings, LLC and\n Treasure Mountain Holdings, LLC, the Company’s wholly owned subsidiaries that own the\n hotel properties. This segment was established following the acquisitions of the Victorville\n and Rancho Mirage hotel properties during the first quarter of fiscal 2026.

F-91

NIGHTFOOD\nHOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Corporate\noverhead represents corporate-level activities and shared services, including public company compliance, executive management, finance\nand legal. These costs are not included in the CODM’s evaluation of segment performance, are not a reportable segment and are presented\nas a reconciling item to the consolidated financial statements.

Basis\nof Measurement

The\nCODM evaluates segment performance and allocates resources based on segment revenue and operating income (loss), which the CODM uses\nin the annual budgeting process and in comparing actual results to budget and forecast. The CODM also reviews total assets and total\nliabilities by segment. Segment information is prepared on the same basis as the consolidated financial statements. There were no material\nintersegment transactions during the periods presented.

The\nCompany’s legacy Snacks and Beverages operations are presented as discontinued operations and are excluded from the reportable\nsegments. See Note 14.

Segment\nResults

The\nfollowing tables present revenue, costs and expenses, other segment items and operating income (loss) for each reportable segment, with\nreconciling items, including corporate overhead, non-operating items and discontinued operations, to the consolidated statements of operations.\nCosts and expenses of the Hotel Operations and Foodservice Packaging segments\nfor the year ended June 30, 2026 include the goodwill impairment charges of $61,537,000 and $2,349,000, respectively, described in Note\n9:

Schedule\nof Segment Reporting for Reconciliation of Revenue

	2026			2025
	For\n the Year Ended June 30,
	2026			2025
Revenues
Foodservice\n Packaging	$	1,609,016			$	466,633
RaaS		62,111				15,652
Hotel		6,455,902				-
Other\n Corporate Overhead		-				-
Revenues\n - continuing operations		8,127,029				482,285
Revenues\n - discontinued operations		-				41,551
Total	$	8,127,029			$	523,836
Revenues	$	8,127,029			$	523,836

Costs\n and expenses
Foodservice\n Packaging	$	4,985,248			$	737,980
RaaS		3,572,377				1,334,997
Hotel		70,455,932				-
Other\n Corporate Overhead		6,724,287				2,956,380
Costs\n and expenses - continuing operations		85,737,844				5,029,357
Costs\n and expenses - discontinued operations		156				214,443
Total	$	85,738,000			$	5,243,800
Cost\n and expenses	$	85,738,000			$	5,243,800

Loss\n from operations
Foodservice\n Packaging	$	(3,376,232	)		$	(271,347	)
RaaS		(3,510,266	)			(1,319,345	)
Hotel		(64,000,030	)			-
Other\n Corporate Overhead		(6,724,287	)			(2,956,380	)
Loss\n from continuing operations		(77,610,815	)			(4,547,072	)
Loss\n from discontinued operations		(156	)			(172,892	)
Total	$	(77,610,971	)		$	(4,719,964	)
Income (loss) from operations	$	(77,610,971	)		$	(4,719,964	)

Other\n income (expense) - net
Foodservice\n Packaging	$	(10,181	)		$	(14,648	)
RaaS		(2,094	)			(546,729	)
Hotel		(1,782,130	)			-
Other\n Corporate Overhead		(5,245,942	)			(2,827,734	)
Other\n expense - continuing operations		(7,040,347	)			(3,389,111	)
Other\n expense - discontinued operations		(3,628	)			(6,803	)
Total	$	(7,043,975	)		$	(3,395,914	)
Other income (expense) - net	$	(7,043,975	)		$	(3,395,914	)

Net\n loss
Foodservice\n Packaging	$	(3,386,413	)		$	(285,995	)
RaaS		(3,512,360	)			(1,866,074	)
Hotel		(65,782,160	)			-
Other\n Corporate Overhead		(11,970,229	)			(5,784,114	)
Net\n loss from continuing operations		(84,651,162	)			(7,936,183	)
Net\n loss from discontinued operations		(3,784	)			(179,695	)
Total	$	(84,654,946	)		$	(8,115,878	)
Net loss	$	(84,654,946	)		$	(8,115,878	)

F-92

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

	June\n 30, 2026		June\n 30, 2025

Total\n Assets
Foodservice\n Packaging	$	5,205,915		$	5,986,956
RaaS		2,048,395			1,299,198
Hotel		56,704,231			-
Other\n Corporate Overhead		646,073			38,380
Assets\n - continuing operations		64,604,614			7,324,534
Assets\n - discontinued operations		-			-
Total	$	64,604,614		$	7,324,534
Total Assets	$	64,604,614		$	7,324,534

Total\n Liabilities
Foodservice\n Packaging	$	3,488,467		$	1,642,420
RaaS		663,258			275,801
Hotel		29,228,933			-
Other\n Corporate Overhead		19,050,453			9,550,421
Liabilities\n - continuing operations		52,431,111			11,468,642
Liabilities\n - discontinued operations		377,825			479,005
Total	$	52,808,936		$	11,947,647
Total Liabilities	$	52,808,936		$	11,947,647

Note\n14 - Discontinued Operations

On\nJune 30, 2025, management committed to a plan to discontinue the Company’s legacy Snacks and Beverages business, which sold packaged\nsnack products through wholesale and distribution channels, in connection with the Company’s strategic shift toward foodservice\npackaging distribution, Robotics-as-a-Service and hotel operations. The discontinuation represents a strategic shift with a major effect\non the Company’s operations and financial results, and the business is presented as discontinued operations under ASC 205-20 for\nall periods presented, with prior period amounts reclassified to conform.

At\nJune 30, 2026 and 2025, the Company had no remaining assets of the discontinued operations. Liabilities of discontinued operations of\n$377,788 and $479,005, respectively, consist primarily of accounts payable and accrued liabilities and are presented separately in the\nconsolidated balance sheets. No exit costs, impairment losses or restructuring charges were recognized in connection with the discontinuation.

F-93

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Results\nof Discontinued Operations

The\nfollowing table presents the financial results of discontinued operations for the years ended June 30, 2026 and 2025:

Schedule of Discontinued Operations

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026			2025
	For\n the Year Ended June 30,
	2026			2025
Revenues\n - net	$	-			$	41,551

Costs\n and expenses		156				214,443
General\n and administrative expenses		3,628				6,802
Total\n costs and expenses		3,784				221,245

Net\n loss from discontinued operations	$	(3,784	)		$	(179,694	)

Liabilities\nof Discontinued Operations

The\ncarrying amounts of the liabilities of discontinued operations as of June 30, 2026 and 2025 were as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June\n 30, 2026		June\n 30, 2025
Current\n liabilities
Accounts\n payable and accrued expenses	$	377,788		$	479,005
Total\n liabilities	$	377,788		$	479,005

Note\n15 - Commitments

Manufacturing\nand Research and Development Advisory Agreement

On\nFebruary 1, 2026, the Company entered into a Manufacturing and Research and Development Advisory Agreement (the “Advisory Agreement”)\nwith a nonemployee advisor to provide strategic and technical guidance in support of the development and commercialization of the Company’s\nartificial intelligence robotic technologies. The advisor has no authority to bind the Company, and the Advisory Agreement does not create\nan employment, partnership, joint venture, or fiduciary relationship. The Advisory Agreement has no fixed term and is terminable by either\nparty upon 30 days’ prior written notice. All intellectual property developed through the collaboration is the sole and exclusive\nproperty of the Company.

F-94

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Onboarding\nEquity Bonus. Upon execution of the Advisory Agreement, the Company issued 2,000,000 shares of common stock to the advisor as a one-time\nonboarding equity bonus. The shares vested immediately with no service or performance conditions. In accordance with Accounting Standards\nCodification (ASC) 718, Compensation - Stock Compensation, the Company measured the award at the grant-date closing price of $0.042 per\nshare and recognized stock-based compensation expense of $84,000 in full on February 1, 2026.

Performance-Based\nWarrants. The Advisory Agreement provides for the issuance of performance-based warrants, each entitling the advisor to purchase\none share of common stock at an exercise price of $0.10 per share, with a five-year term and exercisable solely on a cashless basis.\nThe warrants contain standard anti-dilution adjustments for stock splits, reverse stock splits, stock dividends, recapitalizations, and\nsimilar transactions. The warrants are earned upon achievement of the following milestones:

SCHEDULE OF WARRANTS EARNED

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Milestone\n Category	Trigger	Warrants\n Earned
Product\n Commercialization	Each\n JDM/ODM stock-keeping unit (SKU) launched	1,000,000
Product\n Commercialization	Each\n contract manufactured (CM) SKU launched	500,000
Revenue-Based\n Earn-Out	Each\n $50,000,000 increment of trailing twelve-month revenue, up to $500,000,000	10,000,000\n per increment, capped at 100,000,000 cumulative

Commercialization\nis defined as commencement of commercial launch with confirmed production. Warrants earned at each revenue milestone are cumulative,\nand the product commercialization category is not subject to a maximum cap.

F-95

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

The\nperformance-based warrants are subject to performance conditions under ASC 718, and compensation expense is recognized when achievement\nof the performance condition becomes probable.

As\nof the grant date and through the current reporting period, the Company assessed the probability of achieving any product commercialization\nor revenue-based earn-out milestone to be zero. Accordingly, no compensation expense has been recognized, and no warrants have been issued\nor are outstanding under these provisions. The Company will reassess probability at each reporting date and, upon a milestone becoming\nprobable, will recognize a cumulative catch-up adjustment based on the grant-date fair value of the applicable warrants, with the remaining\nunrecognized expense recognized over the estimated remaining service period.

Warrant\nClassification. The Company evaluated the warrants under ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity,\nand ASC 480, Distinguishing Liabilities from Equity. The cashless exercise feature results in a fixed-for-fixed settlement in the Company’s\nown shares, and the anti-dilution provisions are limited to standard adjustments that do not preclude equity classification. Accordingly,\nthe warrants are indexed to the Company’s own stock and meet the conditions for equity classification under ASC 815-40-25. If and\nwhen issued, the warrants will be classified within stockholders’ equity.

Potential\nDilution. In addition to the 2,000,000 shares issued on February 1, 2026, the advisor is eligible to receive warrants to purchase\nup to 100,000,000 shares under the revenue-based earn-out milestones, plus uncapped additional warrants for each SKU successfully commercialized.\nFuture share issuances and warrant exercises may have a dilutive effect on earnings per share in subsequent periods.

Joint\nDevelopment, Manufacturing, And Licensing Agreement

On\nMarch 31, 2026, TechForce Robotics, Inc. (“TechForce”), a wholly owned subsidiary of the Company, entered into a Joint Development,\nManufacturing and Licensing Agreement (the “ Agreement”) with Oncotelic Therapeutics, Inc. (“Oncotelic”) to jointly\ndevelop, manufacture and commercialize artificial intelligence enabled, Good Manufacturing Practice compliant robotic systems for pharmaceutical\nand biopharmaceutical manufacturing (the “ Product”), combining Oncotelic’s PDAOAI artificial intelligence platform\nwith TechForce’s robotic hardware and automation systems. The Agreement includes a non-exclusive license to TechForce of certain\nOncotelic intellectual property, including the PDAOAI platform.

Artificial\nintelligence developments are owned by Oncotelic, robotic hardware developments created solely by TechForce are owned by TechForce, jointly\ndeveloped intellectual property is jointly owned, and data generated from the Product is owned by the Company. During the term and for\ntwelve (12) months thereafter, TechForce may not license the jointly developed intellectual property to third parties for use in pharmaceutical\nor biopharmaceutical manufacturing. Each party’s cumulative liability is capped at the greater of $1,000,000 or the trailing twelve\n(12) month payments by the other party, subject to customary exceptions.

F-96

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Each\nparty funds development under written payment schedules or statements of work to be agreed, with milestone payments due within thirty\n(30) days of verified achievement of each defined milestone. Revenue sharing, royalty and profit sharing terms will be set in a separate\nCommercialization and Licensing Agreement (the “CLA”) to be executed before the first commercial sale, and no commercial\nsales may begin until the CLA is executed. The Agreement has an initial term of one (1) year and renews automatically for successive\nfive (5) year terms unless either party gives sixty (60) days’ notice of non-renewal; either party may terminate for convenience\non sixty (60) days’ notice or for uncured material breach on thirty (30) days’ notice.

The\nAgreement is a collaborative arrangement under ASC 808. As of June 30, 2026, no statement of work or milestone had been agreed and no\namounts had been recognized in the consolidated financial statements with respect to the Agreement. The Agreement was filed as Exhibit\n10.1 to the Company’s Current Report on Form 8-K filed on April 6, 2026.

Supply\nAgreement

On\nApril 11, 2026, TechForce entered into a Supply Agreement (the “Supply Agreement”) with NUWA Robotics Corp. (“NUWA”)\nand Hon Hai Precision Industry Co., Ltd. (“Hon Hai”), effective March 6, 2026, for the development, manufacture and supply\nof TechForce’s robotic systems (the “Products”). TechForce defines the commercial requirements and retains ownership\nof all product specifications, designs and related intellectual property; NUWA provides engineering development and system integration\nand submits purchase orders to Hon Hai as purchaser; and Hon Hai manufactures, tests and delivers the Products. Quantities, pricing,\npayment terms and delivery schedules are set in individual purchase orders, with 100% of required payments advanced before Hon Hai begins\nproduction, and there are no minimum purchase commitments. Hon Hai warrants the Products for twelve (12) months after delivery. The Supply\nAgreement has an initial term of two (2) years and renews automatically for successive one (1) year terms unless terminated on three\n(3) months’ notice.

No\npurchase orders had been placed and no amounts had been recognized in the consolidated financial statements with respect to the Supply\nAgreement as of June 30, 2026. The Supply Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed\non April 16, 2026.

F-97

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Right-of-Use\nOperating Lease

On\nSeptember 1, 2025, the Company’s subsidiary, SWC Group, Inc., executed a 5five-year triple-net lease for 23,437 square feet of warehouse\nand distribution space at 13501 S. Main Street, Los Angeles, California 90061.

The\nlandlord, 13501 S. Main Holdings, LLC, is a material lender to the Company.

\n\n\n

	●	Lease\n term: 60 months (five years), September 1, 2025 through August 31, 2030
	●	Monthly\n lease payments:

\n\n\n\n\n\n\n\n\n\n\n\n\n

	○	Months\n 1-4: $0 per month (free rent)
	○	Month\n 5: $22,800
	○	Months\n 6-16: $39,680 per month
	○	Months\n 17-28: $45,480 per month
	○	Months\n 29-40: $47,080 per month
	○	Months\n 41-51: $51,280 per month
	○	Months\n 52-60: $52,880 per month

\n\n\n\n\n\n\n\n\n\n\n

	●	Total\n lease obligation: $2,610,000
	●	Renewal\n option: None
	●	Lease\n classification: Operating lease under ASC 842, recorded as a right-of-use asset and lease\n liability based on the present value of lease payments ($2,091,012) at lease commencement,\n discounted at the Company’s incremental borrowing rate of 8%
	●	Lease\n incentives: Months 1-4 free rent
	●	Guarantee:\n The Company
	●	Security\n deposit: $15,000

The\nCompany recognizes lease expense on a straight-line basis over the lease term.

At\nJune 30, 2026 and 2025, the Company has no financing leases as defined in ASC 842, “ Leases.”

F-98

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

The\ntables below present information regarding the Company’s operating lease assets and liabilities at June 30, 2026 and 2025.

Schedule of Operating Lease Assets and Liabilities

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June\n 30, 2026			June\n 30, 2025
Assets

Operating\n lease - right-of-use asset - non-current	$	1,742,510			$	-

Liabilities

Operating\n lease liability	$	2,010,037			$	-

Weighted-average\n remaining lease term (years)		4.17				-

Weighted-average\n discount rate		8	%			-

The\ncomponents of lease expense were as follows:

Schedule of Lease Expense

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June\n 30, 2026		June\n 30, 2025

Operating\n lease costs

Amortization\n of right-of-use operating lease asset	$	348,502		$	-
Lease\n liability expense in connection with obligation repayment	$	140,225			-
Total\n operating lease costs	$	488,727		$	-

Supplemental\n cash flow information related to operating leases was as follows:

Operating\n cash outflows from operating lease (obligation payment)	$	221,200		$	-
Right-of-use\n asset obtained in exchange for new operating lease liability	$	2,091,012		$	-

Future\nminimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one (1) year at June\n30, 2026 are as follows:

Future\nminimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one year at June\n30:

Schedule of Future Minimum Lease Payments

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


2027		510,960
2028		555,360
2029		590,160
2030		626,560
2031		105,760
Total\n undiscounted cash flows		2,388,800
Less:\n amount representing interest		378,763
Present\n value of operating lease liability		2,010,037
Less:\n current portion of operating lease liability		362,566
Long-term\n operating lease liability	$	1,647,471

F-99

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

Note\n16 – Income Taxes

Loss from continuing operations before income taxes was $84,651,162 and $7,936,184 for the years ended June 30, 2026\nand 2025, respectively, all of which was domestic. The Company recorded no current or deferred income tax expense or benefit for the years ended June 30, 2026 and 2025 and paid no income taxes\nin either year. The components of the income tax benefit and the related valuation allowance for the years ended June 30, 2026 and 2025\nwere approximately as follows:

Schedule of Components of the Income Tax Benefit

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June\n 30, 2026			June\n 30, 2025
Current	$	-			$	-
Deferred
Federal		(13,864,000	)			-
State		(6,224,000	)			-
Total income tax provision (benefit)		(20,088,000	)			-
Change\n in valuation allowance		20,088,000				-
Income\n tax provision (benefit)	$	-			$	-

Deferred\nTax Assets and Liabilities

The\ncomponents of deferred tax assets and liabilities at June 30, 2026 and 2025 were approximately as follows:

Schedule of Deferred Tax Assets and Liabilities

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June\n 30, 2026			June\n 30, 2025
Bad debt	$	57,000			$	56,000
Amortization\n of debt discount		-				93,000
Share\n based payments		123,000				453,000
Change in fair value of derivative liabilities		489,000				53,000
Net operating loss carryforward		13,475,000				6,686,000
Goodwill		13,700,000				-
Accrued expenses		38,000				-
Operating lease liabilities		562,000				-
Total\n deferred tax assets		28,444,000				7,341,000
Intangibles		(220,000	)			(284,000	)
Right-of-use asset		(488,000	)			-
Debt discount		(591,000	)			-
Total\n deferred tax liabilities		(1,299,000	)			(284,000	)
Deferred tax assets - net		27,145,000				7,057,000
Less:\n valuation allowance		(27,145,000	)			(7,057,000	)
Deferred tax asset - net	$	-			$	-

A\nfull valuation allowance was recorded at both dates because the Company has a history of cumulative losses and there is not sufficient\npositive evidence that the deferred tax assets will be realized. The valuation allowance increased by $20,088,000 during the year ended June 30, 2026, consisting of $13,864,000 related to federal deferred tax assets\nand $6,224,000 related to state deferred tax assets.

Rate\nReconciliation

A reconciliation of the income tax benefit computed at the U.S. federal statutory rate of 21% to the income tax provision\n(benefit), in amounts and as a percentage of loss from continuing operations before income taxes, for the years ended June 30, 2026 and\n2025 is as follows:

Schedule of Reconciliation of Provision for Income Tax


	June\n 30, 2026			June\n 30, 2025
	Amount			Percent		Amount		Percent
Federal\n income tax benefit at the statutory rate - 21%	$	(17,777,000	)		21.00	%	$	(1,667,000	)	21.00	%
State income\n tax benefit, net of federal benefit (California)		(5,912,000	)		6.98	%		(554,000	)	6.98	%
California\n permanent differences		1,302,000			(1.54	)%		-		-
California net operating loss carryforwards		(1,614,000	)		1.91	%		-		-
Change in\n California valuation allowance		6,224,000			(7.35	)%		-		-
Nontaxable\n or nondeductible items - other		911,000			(1.08	)%		2,610,000		(32.89	)%
Nondeductible\n share-based compensation		838,000			(0.99	)%		-		-
Nondeductible\n goodwill impairment		2,164,000			(2.56	)%		-		-
Change in\n federal valuation allowance		13,864,000			(16.37	)%		(389,000	)	4.91	%
Income tax\n provision (benefit)	$	-			0.00	%	$	-		0.00	%

Net\nOperating Loss Carryforwards

The Company has not filed its federal and state income tax returns for the fiscal years ended June 30, 2016 through\nJune 30, 2025. Net operating losses for these years will not be available to reduce future taxable income until the returns are filed.\nThe Company expects to file delinquent tax returns in the upcoming reporting periods and updated values will be disclosed in these following\nreporting periods. Assuming these returns are filed, the Company has net operating loss carryforwards for federal income tax purposes\nof approximately $48,144,000 and $29,665,000 as of June 30, 2026 and 2025,\nrespectively. Of the June 30, 2026 amount, approximately $2.6 million expires between 2031 and 2037 and the remaining approximately\n$45.5 million arose in tax years beginning after December 31, 2017, may be carried forward indefinitely and is limited to 80%\nof taxable income in the year used. State net operating loss carryforwards of approximately $48,144,000 and $29,665,000, respectively,\nexpire between 2031 and 2046. The Company has not completed an analysis\nunder Section 382 of the Internal Revenue Code; an ownership change, including one resulting from the Company’s equity\nissuances, may limit the annual utilization of the carryforwards.

Valuation Allowance

For financial reporting purposes, the entire amount\nof net deferred tax assets has been offset by a valuation allowance, due to uncertainty regarding realization. The net change in the valuation\nallowance for the years ended June 30, 2026 and 2025 was an increase of $20,088,000 and $1,243,000, respectively.

Uncertain Tax Positions

The Company follows ASC 740-10-25, which requires\na company to evaluate whether a tax position is “more likely than not” to be sustained upon examination. Management has reviewed\nall filing positions in jurisdictions where the Company is subject to income tax. The Company believes its positions would be sustained\nupon audit and therefore has not recorded any reserves for uncertain tax positions.

Section 382 Limitations

The Company may not be able to utilize the net operating\nloss carryforwards for its US income taxes in future periods should it experience a change in ownership as defined in Section 382 of the\nInternal Revenue Code (“IRC”). Under section 382, should the Company experience a more than 50% change in its ownership over\na 3 year period, the Company would be limited based on a formula as defined in the IRC to the amount per year it could utilize in that\nyear of the net operating loss carryforwards.

As of June 30, 2026 and 2025, the Company had not\nperformed an analysis to determine if the Company was subject to the provisions of Section 382. The Company is subject to U.S. federal\nincome tax including state and local jurisdictions. Currently, no federal or state income tax returns are under examination by the respective\ntaxing jurisdictions.

Tax Returns and Examinations

The Company is subject to U.S. federal and various\nstate income taxes. As of June 30, 2025, no federal or state tax returns are under examination. The Company has not yet filed its federal\nand state income tax returns for the fiscal years ended June 30, 2016 through 2026. However, because the Company has incurred cumulative\nlosses, management does not expect a material liability. All unfiled and filed years remain open to examination.

Interest and Penalties

The Company’s accounting policy is to record interest and penalties related to uncertain tax positions as\nincome tax expense. No such amounts have been accrued as of June 30, 2026 and 2025.

Note\n17 - Subsequent Events

Subsequent\nto June 30, 2026, the Company had the following transactions:

Convertible\nNotes Payable

On\nJuly 8, 2026 and September 10, 2026, the Company issued convertible notes to an accredited investor with face amounts of $294,118 and\n$176,471, respectively, for net proceeds of $238,000 and $143,000, respectively. The face amounts include original issue discounts of\n$44,118 and $26,471, respectively, and the Company paid debt issuance costs of $12,000 and $7,000, respectively. The notes bear interest\nat 15% per annum, payable in common stock, increasing to 24% on an event of default, and mature July 8, 2027 and September 10, 2027,\nrespectively. The original issue discount on each note increases by 10% of the total outstanding balance on each anniversary of the issuance\ndate until the note is no longer outstanding.

The\nnotes are convertible at the lower of $0.033/share or 80% of the lowest closing price during the ten (10) trading days before conversion.\nThe 80% decreases to 70% if, beginning sixty (60) days after issuance, the Company does not maintain a reserve of three (3) times the\nshares issuable on full conversion, and to 50% while the common stock is subject to a Depository Trust Company chill. The holder may\ndeduct $1,750 from the amount converted on each conversion to cover its fees, may adopt any more favorable terms the Company grants to\nanother investor while the notes are outstanding, and may not convert to the extent it would own more than 4.99% of the outstanding common\nstock, which it may increase to 9.99% on sixty-one (61) days’ notice. The Company may prepay each note at 110% of principal and\naccrued interest during the first one hundred eighty (180) days and at 120% thereafter on seven (7) days’ notice, during which\nthe holder may convert. On a sale of substantially all assets, merger or similar event, the holder may require redemption at 150% of\nprincipal plus accrued interest. Events of default include failure to maintain the share reserve, a default on any other note of the\nCompany, delisting and delinquency in periodic filings, and a delisting or loss of a bid price increases the outstanding principal by\n50% or 20%, respectively.

F-100

NIGHTFOOD\n HOLDINGS, INC. AND SUBSIDIARIES

DBA\nTECHFORCE ROBOTICS

NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS

JUNE\n30, 2026 AND 2025

On\nAugust 27, 2026, the Company issued an unsecured convertible note with a face amount of $184,706 to the accredited investor that holds\nLoan #43, for net proceeds of $150,000. The face amount includes an original issue discount of $27,706, and $7,000 of the investor’s\nlegal fees was withheld from the purchase price of $157,000. The note bears interest at 15% per annum, increasing to 16% on amounts not\npaid when due, and matures August 27, 2027.

The\nnote is convertible at the lower of $0.033/share or 80% of the lowest traded price during the ten (10) trading days before conversion.\nThe 80% decreases to 70% if, beginning thirty (30) days after issuance, the Company does not maintain a reserve of the greater of 10,000,000\nshares or four (4) times the shares issuable on full conversion. At the holder’s option, the conversion price is reduced to the\neffective price of any later issuance of common stock or common stock equivalents below the conversion price. The holder may deduct $1,750\nfrom the amount converted on each conversion to cover its fees, may adopt any more favorable terms the Company grants in a later financing\nand may not convert to the extent it would own more than 4.99% of the outstanding common stock. The Company may prepay the note during\nthe first six (6) months at 110% of principal and accrued interest plus $750, and the holder may require the Company to apply up to 25%\nof cash received from any source, including sales under an equity line, to repayment. Events of default include failure to maintain the\nshare reserve, a default declared under other indebtedness, a variable rate transaction, a market capitalization below $10,000,000 and\nfailure to list the common stock on The Nasdaq Stock Market or NYSE American within six (6) months after issuance. On an event of default,\nthe note becomes due at 150% of principal and accrued interest.

Because\nthe conversion price of each of these notes contains a variable component that can result in settlement in a variable number of shares,\nthe embedded conversion features will be bifurcated from the host instruments and recorded as derivative liabilities at fair value on\nissuance, consistent with the notes described in Notes 5 and 11.

The senior secured convertible note issued on October 8, 2025 (Loan #39), with a face amount of $2,270,000, matured\non October 8, 2026 and was not repaid. The note is in default and bears interest at the default rate of 24% per annum from the maturity\ndate. The note is included in convertible notes payable - net, current, at June 30, 2026.

Common\nStock Issued upon Conversion of Convertible Notes Payable

On\nJuly 1, 2026 and July 24, 2026, the Company issued 5,151,585 and 10,000,000 shares of common stock, respectively, to a material lender\non conversion of $170,002 and $330,000, respectively, of principal, accrued interest and fees on Loans #1 and #2 at the fixed contractual\nconversion price of $0.033/share. The conversions settled principal of $415,086, accrued interest of $81,416 and fees of $3,500. Loan\n#1 was fully settled on conversion, and principal of $363,758 remained outstanding on Loan #2. No gain or loss will be recognized on\nthe conversions.

Conversion\nof Series C Convertible Preferred Stock

On\nAugust 12, 2026, a holder converted 2,263 shares of Series C Convertible Preferred Stock, being the shares not subject to the lock-up\ndescribed in Note 8, into 13,578,000 shares of common stock at the 6,000:1 conversion ratio. The conversion was recorded at carrying\nvalue with no gain or loss.

Common\nStock Issued for Cash - Private Placement

On July 5, 2026, the Company sold\n10,000,000 shares of common stock to three (3) accredited investors for cash proceeds of $500,000 ($0.05/share)\nin a private placement. The 10,000,000 shares had not been issued by the transfer agent as of\nthe date of these consolidated financial statements and are not included in the shares outstanding reported on the cover page of this\nreport.

Common\nStock Issued for Cash - Equity Purchase Agreement

From July 2, 2026 to September 28, 2026, the Company sold an aggregate of 2,981,972 shares of common stock to a material\nlender in seven (7) sales under the Equity Purchase Agreement described in Note 8 for gross proceeds of $83,542 ($0.019/share to $0.034/share).\nThe Company also paid $9,512 in commissions, resulting in net proceeds of $74,030.

Common\nStock Issued for Services

On August 5, 2026, the Company agreed to issue 5,000,000 shares of common stock to a consultant for services under\nan agreement expiring February 8, 2027, which had not been issued by the transfer agent as of the date of these consolidated financial\nstatements, having a fair value of $113,500 ($0.0227/share), based upon the quoted closing trading price. The fair value will be recognized\nas expense over the term of the agreement.

On\nAugust 18, 2026, the Company issued 3,325,601 shares of common stock to an entity affiliated with a former director as equity earned\nfor service on the Board of Directors, having a fair value of $85,135 ($0.0256/share), based upon the quoted closing trading price. The\nformer director resigned from the Board of Directors on August 7, 2026 and is a related party.

Stock\nOptions

On\nAugust 7, 2026, the Company granted nonstatutory stock options to purchase 1,000,000 shares of common stock to each of two (2) independent\ndirectors appointed to the Board of Directors on that date. The options were granted as standalone awards under individual option agreements\napproved by the Board of Directors and not under an equity incentive plan. Each option has an exercise price of $0.033/share, vests 25%\non each of November 7, 2026, February 7, 2027, May 7, 2027 and August 7, 2027, and expires August 7, 2031.

The\naggregate grant date fair value of the options was $47,300, or $0.02365/option, determined using a Black-Scholes option pricing model with the following assumptions, the expected term being based\non the simplified method. The grant date fair value will be recognized as compensation expense over the vesting period.

Schedule\nof grant date fair value

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exercise price	$	0.033
Expected term (years)		3.00
Expected volatility		219.6	%
Expected dividends		0	%
Risk free interest rate		4.25	%

Reverse\nStock Split (Not Yet Effective)

On July 22, 2026, the Board of Directors and the holder\nof the Company’s Series A Super Voting Preferred Stock, representing a majority of the voting power of the Company’s capital\nstock, authorized the Board of Directors to effect a reverse stock split of the Company’s common stock at a ratio in the range of\n1-for-150 to 1-for-250, to be determined by the Board of Directors based on market conditions and the trading price of the common stock,\nat any time before July 21, 2027, in connection with a potential listing on a national securities exchange. The Company filed a definitive\ninformation statement on Schedule 14C with the Securities and Exchange Commission on August 12, 2026 and first mailed it on that date\nto stockholders of record as of July 22, 2026. On September 9, 2026, the Board of Directors determined the ratio to be 1-for-150 and authorized\nthe filing of a Certificate of Change with the Secretary of State of the State of Nevada.

The reverse stock split becomes effective on the\nfiling of the Certificate of Change with the Secretary of State of the State of Nevada, which may not occur earlier than the\ntwentieth (20th) calendar day after the information statement was first mailed, and on the completion by the Financial Industry\nRegulatory Authority (“FINRA”) of its processing of the corporate action. The Board of Directors may abandon the reverse\nstock split, or determine a different ratio within the authorized range, at any time before it becomes effective. As of the date\nthese consolidated financial statements were issued, the reverse stock split had not yet been declared effective.

The reverse stock split is a nonrecognized subsequent\nevent, and the share and per-share amounts in the accompanying consolidated financial statements and notes have not been retroactively\nadjusted.

On effectiveness at a ratio of 1-for-150, every one\nhundred fifty (150) shares of issued and outstanding common stock will be combined into one (1) share, with fractional shares rounded\nup to the next whole share at the participant level.

The number of authorized shares of common stock will\nremain 900,000,000\nand the par value will remain $0.001\nper share. Stated capital will be reduced proportionately and additional paid-in capital credited by the same amount, with no effect\non total stockholders’ equity. The conversion ratios, conversion prices and exercise prices of the outstanding convertible preferred\nstock, convertible notes payable, warrants and stock options will be proportionately adjusted, with fractional shares issuable on conversion\nor exercise rounded up to the next whole share.

Formation of TechForce Advanced Manufacturing,\nInc.

On September 17, 2026, the Company formed TechForce Advanced Manufacturing, Inc., a Nevada corporation intended to\nbe owned 51% by the Company and 49% by JUN LONG MACHINE INDUSTRIAL CO., LTD., to pursue an advanced manufacturing partnership producing\nautomated wafer sorter and automated optical inspection systems for the semiconductor industry. Definitive agreements had not been executed\nas of the date these consolidated financial statements were issued, no capital had been contributed and no purchase orders had been assigned\nto the entity. No amounts have been recognized in the consolidated financial statements in respect of the arrangement.

F-101

Item\n9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

On October 28, 2025, the\nBoard of Directors, acting as the audit committee, dismissed Fruci & Associates II, PLLC (“Fruci”) as the Company’s\nindependent registered public accounting firm and engaged TAAD LLP as the Company’s independent registered public accounting firm\nfor the fiscal year ended June 30, 2026. The change was reported in the Company’s Current Report on Form 8-K filed on November 3,\n2025, which included Fruci’s letter dated October 31, 2025 as Exhibit 16.1. Fruci’s reports on the consolidated financial\nstatements for the fiscal years ended June 30, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion and were not\nqualified or modified as to uncertainty, audit scope or accounting principles, except that each included an explanatory paragraph regarding\nsubstantial doubt about the Company’s ability to continue as a going concern. During the two most recent fiscal years and through\nOctober 28, 2025, there were no disagreements with Fruci on any matter of accounting principles or practices, financial statement disclosure\nor auditing scope or procedure and no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, and there are no matters requiring\ndisclosure under Item 304(b) of Regulation S-K.

Item\n9A. Controls and Procedures.

Definition\nand Purpose of Disclosure Controls and Procedures

Disclosure\ncontrols and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities\nExchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods\nspecified by the SEC’s rules and forms. These controls also ensure that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal\nfinancial officer) and other members of management as appropriate, to enable timely\ndecisions regarding required disclosures.

In\npractice, effective disclosure controls encompass a framework of policies, procedures, reporting calendars, and certifications intended\nto:

\n\n\n\n\n\n\n

	●	Capture\n material financial and non-financial information across business units;
	●	Assess\n disclosure obligations under SEC rules, including Regulation S-K and Regulation S-X;
	●	Provide\n management with a reliable basis for making timely judgments regarding disclosure; and
	●	Support\n certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

Definition\nand Purpose of Internal Control over Financial Reporting

Internal control over financial reporting (“ICFR”)\nis a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board\nof Directors, management, and other personnel. The objective of ICFR is to provide reasonable assurance regarding the reliability of financial\nreporting and the preparation of financial statements in accordance with U.S. GAAP.

Key\nelements of ICFR include:

\n\n\n\n\n\n\n

	●	Recordkeeping:\n Maintenance of books and records in reasonable detail to accurately and fairly reflect transactions\n and asset dispositions;
	●	Authorization:\n Controls ensuring that receipts and expenditures are made only in accordance with authorizations\n of management and the Board;
	●	Financial\n Reporting: Processes that ensure timely, complete, and accurate preparation of financial\n statements in conformity with U.S. GAAP; and
	●	Asset\n Protection: Controls designed to prevent or detect unauthorized use, acquisition, or\n disposition of assets that could materially impact the financial statements.

Limitations\nof Controls

Management\nacknowledges that no system of disclosure controls or ICFR can provide absolute assurance against error or fraud. Limitations include\nhuman error, collusion, management override, and cost-benefit constraints. Accordingly, even systems deemed effective can provide only\n“reasonable assurance” that control objectives are achieved. Furthermore, projections of any evaluation to future periods\ncarry risk, as controls may become inadequate due to changes in conditions, staffing, or compliance.

Evaluation\nof Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, with the participation of management, evaluated the effectiveness of our disclosure controls and procedures\nas of June 30, 2026, as required by Rule 13a-15(b) under the Exchange Act. This evaluation considered the design and operational effectiveness\nof both manual and automated controls intended to ensure the reliability and timeliness of disclosures.

Based\non this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of\nJune 30, 2026. The primary deficiencies contributing to this conclusion include:

\n\n\n\n\n\n\n

	●	Insufficient\n Personnel: We lack full-time accounting and financial reporting staff with appropriate\n U.S. GAAP and SEC reporting expertise. This resource constraint limits segregation of duties\n and reduces independent review over financial close processes.
	●	Over-Reliance\n on Senior Management: Due to the small size of our finance function, certain control\n activities rely disproportionately on our Chief Executive Officer, limiting independent checks\n and balances.
	●	Manual\n Processes: Our financial reporting systems are heavily dependent on manual entries and\n reconciliations, increasing the risk of undetected error.
	●	Limited\n Disclosure Review Process: We do not currently have a robust multi-level disclosure committee\n structure in place, which constrains our ability to independently challenge and validate\n disclosure judgments.

Management’s\nPlan to Address Deficiencies

Management\nintends to remediate these deficiencies as financial resources permit by:

\n\n\n\n\n\n\n

	●	Hiring\n or contracting additional accounting and financial reporting personnel;
	●	Expanding\n the use of external consultants to review complex accounting areas and SEC filings;
	●	Enhancing\n procedures for disclosure review and establishing a formal disclosure committee; and
	●	Investing\n in systems and tools to reduce reliance on manual processes.

Until\nthese steps are completed, management cannot conclude that our disclosure controls and procedures are effective.

Management’s\nAnnual Report on Internal Control over Financial Reporting

Responsibility\nfor Internal Control

Our\nmanagement is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) for\nthe Company, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. ICFR is designed to provide reasonable\nassurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally\naccepted accounting principles (“U.S. GAAP”).

Management\nrecognizes that a sound system of internal controls requires oversight by the Board of Directors, clear policies and procedures, segregation\nof duties, independent review, and continuous monitoring. Our system of ICFR is intended to ensure that:

\n\n\n\n\n\n\n

	●	Records\n are maintained in sufficient detail to accurately and fairly reflect transactions and dispositions\n of assets;
	●	Transactions\n are recorded in conformity with U.S. GAAP to permit the preparation of timely and reliable\n financial statements;
	●	Receipts\n and expenditures are made only with appropriate authorization of management and the Board\n of Directors; and
	●	Unauthorized\n acquisition, use, or disposition of Company assets that could have a material effect on the\n financial statements is prevented or detected on a timely basis.

Inherent\nLimitations of Internal Control

Because\nof inherent limitations, ICFR cannot provide absolute assurance of preventing or detecting misstatements. Limitations include human error,\nmanagement override, collusion, and the cost of controls relative to expected benefits. Further, conditions may change over time, causing\ncontrols to become less effective, and compliance with procedures may deteriorate. Accordingly, even effective ICFR can provide only\n“reasonable assurance” of achieving its objectives.

Framework\nand Evaluation Methodology

Management\nconducted its assessment of the effectiveness of our ICFR as of June 30, 2026, using the Internal Control – Integrated Framework\n(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

This\nframework evaluates internal control across five integrated components:

\n\n\n\n\n\n\n\n\n

	1.	Control\n Environment – tone at the top, integrity, and governance;
	2.	Risk\n Assessment – identification and analysis of risks relevant to financial reporting;
	3.	Control\n Activities – policies and procedures designed to mitigate risks;
	4.	Information\n and Communication – systems to capture and communicate relevant financial information;\n and
	5.	Monitoring\n Activities – ongoing evaluations of the effectiveness of controls.

Results\nof Management’s Assessment

Based\non this evaluation, management concluded that our ICFR was not effective as of June 30, 2026 due to the existence of material\nweaknesses, including:

\n\n\n\n\n\n\n\n\n

	●	Insufficient\n Financial Reporting Personnel: We have a limited number of employees dedicated to accounting\n and financial reporting. This lack of resources restricts segregation of duties and increases\n reliance on senior management for multiple review and approval functions.
	●	Complex\n Financial Instruments: We have issued convertible debt, preferred stock, and derivative\n instruments requiring complex accounting and valuation. Our reliance on third-party consultants\n and limited internal expertise creates a heightened risk of misstatement.
	●	Acquisition\n Accounting and Goodwill Valuation: Recent acquisitions required complex purchase price\n allocations and valuation of goodwill and intangibles. The subsequent impairment of goodwill\n shortly (approximately one year for FHVH) after recognition demonstrates deficiencies in\n due diligence and control activities over acquisition accounting.
	●	Information\n Technology and Systems Limitations: Our financial reporting systems are not fully automated\n and rely heavily on manual processes, increasing the risk of error and limiting timely monitoring\n activities.
	●	Resource\n Constraints: Our working capital deficit and limited liquidity impair our ability to\n invest in strengthening our ICFR framework, including recruitment of qualified personnel,\n implementation of enhanced financial systems, and engagement of external advisors on a recurring\n basis.

Because\nof these material weaknesses, management cannot conclude that our ICFR was effective as of June 30, 2026.

Auditor\nAttestation

This\nAnnual Report does not include an attestation report of our independent registered public accounting firm regarding ICFR. Management’s\nassessment of ICFR was not subject to attestation pursuant to rules applicable to issuers that are not “large accelerated filers”\nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes\nin Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fourth fiscal quarter\nended June 30, 2026 that have\nmaterially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item\n9B. Other Information

Not\napplicable.

Item\n9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not\napplicable.

PART\nIII.

Item\n10. Directors, Executive Officers and Corporate Governance.

The\nfollowing table sets forth the name, age and position of each of our executive officers and directors as of the date of this report:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Age	Position(s)
Jimmy\n Chan	47	Chief\n Executive Officer
Yury Pyatigorsky	55	Chief Financial Officer
James\n Steigerwald	55	Chairman\n of the Board of Directors, Chief Operating Officer, Director
Lei\n Sonny Wang	46	Chief\nRevenue Officer
Christopher\n Dieterich	77	Independent\n Director
Darren Kenney	61	Independent\n Director
Ried\n Floco	54	President,\n Director
Ronald J. Stauber	85	Independent Director

Background\nof Executive Officers and Directors

Jimmy\nChan

Mr. Chan has served as Chief Executive Officer of Nightfood Holdings,\nInc. since April 29, 2025. He is an entrepreneur and business leader with over two decades of experience spanning real estate, lending,\nfoodservice packaging, legal cannabis, software development, manufacturing, international trade, and healthcare. As the founder of CarryOutSupplies.com,\nMr. Chan brings experience in hospitality operations, supply chain logistics, customer service, and business development. He leads Nightfood\nHoldings, d/b/a TechForce Robotics, in expanding its AI-enhanced automation and service robotics offerings within the hospitality and\nfoodservice sectors. He is also overseeing the Company’s planned entry into semiconductor automation through TechForce Advanced\nManufacturing, with an initial focus on automated optical inspection and wafer-handling systems intended to incorporate AI-assisted image\nanalysis and robotic arms. This initiative remains subject to completion of a proposed intellectual property acquisition, technical validation,\nand commercialization requirements.

Mr.\nChan specializes in preparing private companies for public listing, navigating capital markets, executing mergers and acquisitions, and\nleading operational transformations. His leadership is defined by innovation, strategic execution, and a relentless commitment to building\nsustainable, long-term value. Outside of his professional endeavors, Mr. Chan is passionate about family, community leadership, and philanthropy.

Yury Pyatigorsky

Mr. Pyatigorsky, age 55, is a seasoned financial executive\nwith more than 27 years of experience in corporate finance, capital markets, investment management, and strategic advisory roles across\npublic and private companies. Most recently, he has served as an advisor to several large and middle-market organizations.

From 2012 to 2022, Mr. Pyatigorsky held senior leadership\npositions at Sun West Mortgage Company, Inc., a mortgage lender originating approximately $1 billion per month, serving first as Chief\nFinancial Officer and Controller and subsequently as Chief Investment Officer. Before joining Sun West, he held leadership roles in capital\nmarkets, structured finance, corporate development, and corporate finance at prominent non-agency mortgage lenders, including New Century\nFinancial Corporation and Option One Mortgage Corporation. Mr. Pyatigorsky has served as Chief Financial Officer of ResMac, Inc. since\nOctober 2023.

Throughout his career, Mr. Pyatigorsky has been responsible\nfor financial reporting and controls, profit-and-loss and balance-sheet management, financial planning and analysis, budgeting and forecasting,\nrisk management and hedging, capital and liquidity management, and the oversight of warehouse and credit facilities. He also has extensive\nexperience structuring and negotiating securitization transactions totaling approximately $3 billion to $4 billion per quarter.

Mr. Pyatigorsky is a CFA charterholder. He earned\na Bachelor of Science degree from California State University, Northridge, and a Master of Business Administration from the UCLA Anderson\nSchool of Management.

James\nSteigerwald

Mr.\nSteigerwald has served as the Chief Operating Officer since March 25, 2025 and a director since January 21, 2025. He is a seasoned entrepreneur\nwith three decades of experience. He served as Chief Marketing Officer of Nug Avenue from January 2021 to February 2022 and as its General\nManager from February 2022 to March 2024. Mr. Steigerwald played a key role in Nug Avenue’s growth during the COVID pandemic. Before\nentering the cannabis industry, Mr. Steigerwald worked in the real estate and mortgage sector, eventually starting his own mortgage brokerage\nin 2003. However, following the 2008 mortgage crisis, he shifted his focus to consulting and became a principal in various industries,\nspecializing in marketing, sales, and operations. Since July 2012, Mr. Steigerwald has owned SwiftLead, Inc., a sales, business operations,\nand marketing consulting firm. From July 2017 to March 2020, he owned 3JE, Inc., an AT&T Direct TV and cell phone reseller. From\nFebruary 2019 to December 2019, he owned ESSRW, Inc., an equestrian equipment manufacturer and repairer. From January 2021 to October\n2023, Mr. Steigerwald served as Chief Operating Officer of Sugarmade, Inc., a company formerly quoted on the OTC, which wholly-owned\nSWC until Nightfood Holdings agreed to acquire SWC under a share exchange agreement dated September 4, 2024, which closed\non March 31, 2025. We believe that Mr. Steigerwald’s entrepreneurial, operational and public company experience, including his\nexperience with growth strategy and capital markets, make him well qualified to serve as Chairman and a member of our Board of Directors.

Lei\nSonny Wang

Mr.\nWang has served as the Chief Revenue Officer since April 29, 2025 and has served as a director since February 2, 2024. He previously\nserved as the Chief Executive Officer of the Company from February 2, 2024 through April 30, 2025. Mr. Wang founded and has served as\nchief executive officer of Future Hospitality Ventures Holdings Inc., a service robots distribution company to address operational inefficiencies\nin the hospitality industry, since October 28, 2023. On October 17, 2017, Mr. Wang established, and acted as executive director of, Intelligent\nVentures Group Inc., which specializes in scaling and reviving California’s early-stage and distressed small businesses through\nturnkey management. On March 1, 2019, Mr. Wang joined Tri Cascade Inc. as the Executive Director of Business Development, an early-stage\nIoT device manufacturing and smart device development company focusing on deploying Outdoor Air Quality Monitor applications to address\nhigh-density urban air population concerns. On March 2, 2020, Mr. Wang joined Komfort IQ as the Chief Revenue Officer, an IoT startup\nenhancing energy efficiency in commercial office spaces by up to 60%. On January 5, 2022, Mr. Wang joined Retrofitek Inc., a startup\ndistribution company innovating in the HVAC sector with energy-saving coating technologies, as the interim CEO. Mr. Wang studied Political\nScience at the University of California, Santa Barbara, and obtained degrees in Consumer Behavior and Business Administration from the\nUniversity of North Texas. Mr. Wang’s history in managing, launching, and growing companies that address critical challenges uniquely\npositions him as a qualified board member. NGTF believes that Mr. Wang’s strategic vision, combined with his operational experience,\nwill contribute to creative problem-solving, business development, fundraising, and overall management.

Christopher\nDieterich

Mr.\nDieterich is qualified to serve as a Director by way his extensive legal and business experience. He graduated from Virginia Polytechnic\nInstitute in 1969 (BS Engineering), University of California at Berkeley 1970 (MS Engineering) on full scholarship by Ford Foundation;\nand the University of California at Los Angeles in 1979 (JD Law/MS Economics), pursuant to grant from Olin Foundation. He operates a\nlaw firm that specializes in Securities and Exchange Commission filings and venture capital arrangements, and currently represents 15\nreporting public entities. The firm has participated in capital raises for over 50 clients, and hundreds of millions of dollars for those\nclients. The Board believes Mr. Dieterich will add significant value to not only corporate governance, but also to operational and capital\nacquisition efficiency.

Mr.\nDieterich has served as an independent director since January 2025. We believe that Mr. Dieterich’s legal experience in securities, SEC reporting, corporate finance and public\ncompany matters make him well qualified to serve as a member of our Board of Directors.

Darren Kenney

Mr. Kenney, an experienced CPA and licensed Real Estate\nBroker for the State of California. He has successfully built and sold three accounting practices over the past 30 years. During the late\n1980’s in public accounting he consulted with GTE (now Verizon), Saks Fifth Avenue and CalTrans. Mr. Kenney spent most of the 1990’s\nworking closely with his father to build their automotive paint business. He transitioned from the family business to focus back on his\ntax practice and managerial consulting business in the early 2000’s. He served as a main broker for two mortgage companies from\n2007 to 2010. Also starting in 2010, he sat on the board of a local non-profit for 10 years. From 2013 to 2017, he created and operated\nSYA Consultants Inc, a Florida corporation which helped business clients acquire in excess of $50,000,000 in capital financing. Since\n2020, he has operated SCWC Ventures Inc, a financial management company, facilitating bridge capital as well as long term equity for both\ndistressed and growing entities. We believe that Mr. Kenney’s accounting, financial management and capital financing experience make him well\nqualified to serve as a member of our Board of Directors.

Ried\nFloco

Mr.\nFloco has served as our president and director since April 29, 2025. Mr. Floco has over 30 years in the hospitality industry, in all\naspects of corporate and property management, which includes acquisitions, development, asset repositioning, dispositions, portfolio\nperformance, project management and oversight of the various entities and Management Teams. His hands-on hospitality experience exceeds\nmore than $3B in asset valuations with more than 200-hotel properties under brands such as Marriott, Hilton, Intercontinental, Wyndham,\nChoice, AmeriSuites and Starwood Hotels; in the limited-service, extended-stay, full-service and resort market segments. Mr. Floco is\nthe founder of Pierpont Management LLC, served as Chief Operating Officer of Narven Enterprises Inc., Director of Portfolio Management\nwith CNL Hotels & Resorts, Regional Director of Sales & Marketing with Flagstone Hospitality/RFS Inc., District Manager with\nPrime Hospitality and held General Manager positions with Prime Hospitality, RFS Inc. and Expotel Hospitality. He holds a degree in Hospitality\nManagement from Northern Arizona University. We believe that Mr. Floco’s extensive hospitality experience, including hotel acquisitions, development, asset\nmanagement and operations, make him well qualified to serve as a member of our Board of Directors.

Ronald J. Stauber

Mr. Stauber is an attorney admitted to the State Bar\nof California, the United States District Court for the Central District of California, the United States District Court for the Eastern\nDistrict of California, and the Supreme Court of the United States. He is the principal of the Stauber Law Offices, Beverly Hills, California.\nHe received a Bachelor of Business Administration from the University of Toledo and a Juris Doctor from The Ohio State University College\nof Law.

Mr. Stauber served in the United States Army, completing\nhis service in the California National Guard and as a Reserve of the U.S. Army. He previously served as Corporations Counsel for the Department\nof Investment, Division of Corporations, State of California, in Los Angeles. He has been a member of the Beverly Hills, Los Angeles County,\nRiverside County, and American Bar Associations and has participated in various sections including real estate, business, and corporate\nlaw. He has served as Judge Pro Tempore of the Los Angeles County Superior Court and as a Mediator for the Riverside County Superior Court.\nMr. Stauber has acted as principal or special counsel in several law firms.

Mr. Stauber is listed in the Martindale-Hubbell Law\nDirectory (AV rating), Marquis Who’s Who in America®, and multiple editions of Who’s Who in American Law. He is recognized\nin The Bar Register of Preeminent Lawyers, LexisNexis, and the Martindale-Hubbell Register of Most Distinguished Law Practices (2006–present).\nHe is the author of Understanding Corporate Hijacking/Shells and Convertible Debt Financing/Death Spiral, and co-author of Smart Credit\nRepair.

Mr. Stauber maintains a corporate and business transactional\npractice advising companies on formation, entity maintenance, compliance, and financing, including private and public securities offerings\nunder the Securities Act of 1933 and the Securities Exchange Act of 1934. His experience includes governance, business combinations,\nmergers and reverse mergers, divestitures, stakeholder relations, securities transfers, and secured and unsecured debt and related equity\nfinancings. We believe that Mr. Stauber’s legal experience in securities, corporate governance, business combinations and\nregulatory compliance Corporate Governance and Compliance Committee, make him well qualified to serve as a member of our Board of Directors.

Term\nand Family Relationships

Our\ndirectors currently have terms which will end at our next annual meeting of the stockholders or until successors are elected and qualify,\nsubject to their prior death, resignation or removal. Officers serve at the discretion of the Board of Directors.

No family relationships exist among our directors and executive officers.\nTwo (2) consultants are family members of Mr. Floco; see Item 13.

Legal\nProceedings

To\nthe best of our knowledge, no officer, director, or persons nominated for these positions, and no promoter or significant employee of\nour corporation has been involved in legal proceedings that would be material to an evaluation of our management.

Committees\nof Our Board of Directors

Our\nBoard of Directors directs the management of our business and affairs, as provided by Nevada law, and conducts its business through\nmeetings of the Board of Directors and its standing committees. We have a standing audit committee, compensation committee and nominating and corporate governance and compliance committee. In addition, from time to time, special\ncommittees may be established under the direction of the Board of Directors when necessary to address specific issues.

Audit\nCommittee

Our\nAudit Committee is responsible for, among other things:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	approving and retaining the independent auditors to\n conduct the annual audit of our financial statements;
	●	reviewing the proposed scope and results of the audit;
	●	reviewing and pre-approving audit and non-audit fees\n and services;
	●	reviewing accounting and financial controls with the\n independent auditors and our financial and accounting staff;
	●	reviewing and approving transactions between us and\n our directors, officers and affiliates;
	●	establishing procedures for complaints received by\n us regarding accounting matters;
	●	overseeing internal audit functions, if any; and
	●	preparing the report of the audit committee that the\n rules of the SEC require to be included in our annual meeting proxy statement.

Our\nAudit Committee currently consists of Mr. Darren Kenney, Mr. Christopher Dieterich, and Mr. Ronald Stauber, with Mr. Kenney serving as\nChair. Our Board of Directors has determined that each of the committee members meet the definition of an “independent director,”\nas defined under Nasdaq rules, and that they each meet the independence standards under Rule 10A-3 of the Exchange Act. Each member of\nour audit committee meets the financial literacy requirements of the Nasdaq rules. In addition, our Board of Directors has determined\nthat Mr. Kenney qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation\nS-K. Our Board of Directors has adopted a written charter for the audit committee, which is available on our corporate website at https://www.nightfoodholdings.com/investor-relations/governance.

Compensation\nCommittee

Our\nCompensation Committee is responsible for, among other things:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	reviewing and recommending\n the compensation arrangements for executive management;
	●	establishing and reviewing general compensation policies\n with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals;
	●	preparing the report of the compensation committee\n that the rules of the SEC require to be included in our annual meeting proxy statement.

Our\nCompensation Committee currently consists of Mr. Christopher Dieterich and Mr. Ronald J. Stauber, with Mr. Dieterich serving as Chair.\nOur Board of Directors has determined that each of the two committee members meet the definition of an “independent director”,\nas defined under Nasdaq rules. Our Board of Directors has adopted a written charter for the compensation committee, which is available\non our corporate website at https://www.nightfoodholdings.com/investor-relations/governance.

Nominating,\nCorporate Governance and Compliance Committee

Our\nNominating Corporate Governance and Compliance Committee, is responsible for, among other things:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	nominating members of the\n Board of Directors;
	●	developing a set of corporate governance principles\n applicable to the Company; and
	●	overseeing the evaluation\n of our Board of Directors.

Our\nNominating, Corporate Governance and Compliance Committee currently consists of Mr. Ronald J. Stauber and Mr. Christopher Dieterich,\nwith Mr. Stauber serving as Chair. Our Board of Directors has determined that each of the two committee members meet the definition of\nan “independent director”, as defined under Nasdaq rules. Our Board of Directors has adopted a written charter for the Nominating, Corporate Governance and Compliance Committee, which is available on our corporate website at https://www.nightfoodholdings.com/investor-relations/governance.

Code\nof Ethics

We\nrecognize the importance of maintaining high ethical standards in the conduct of our business and compliance with applicable laws and\nregulations. We have not adopted a written code of ethics applicable to our principal executive officer, principal financial officer,\nprincipal accounting officer or controller, or persons performing similar functions. The Board of Directors has deferred adoption until\nthe Company has the accounting and compliance personnel to administer it, and the Company is finalizing a formal written Code of Ethics\nthat will apply to our Chief Executive Officer, Chief Financial Officer, our directors, and all employees.

This\nCode of Ethics, once formally adopted, will be designed to promote:

\n\n\n\n\n\n\n\n\n

	●	Honest\n and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
	●	Full,\n fair, accurate, timely, and understandable disclosure in reports and documents that the Company\n files with, or submits to, the SEC and in other public communications;
	●	Compliance\n with applicable governmental laws, rules, and regulations;
	●	Prompt\n internal reporting of violations of the Code to appropriate persons identified therein; and
	●	Accountability\n for adherence to the Code.

We\nexpect to adopt the Code of Ethics in the near term and will make a copy available to stockholders upon request and, if applicable, through\nour corporate website. Any amendments to or waivers of the Code of Ethics applicable to our Chief Executive Officer or other covered\nofficers will be disclosed promptly as required by SEC rules.

Insider\nTrading Policy

Our Board of Directors has adopted an Insider Trading Policy covering\nall of our executive officers and employees. A copy of our Insider Trading Policy will be furnished without charge to any person upon\nwritten request. Requests should be sent to: Secretary, Nightfood Holdings, Inc., 13501 South Main Street, Los Angeles, CA 90061.

The policy is designed to:

\n\n\n\n\n\n\n

	●	Prohibit\n trading in the Company’s securities while in possession of material nonpublic information;
	●	Establish\n trading “blackout periods” and pre-clearance procedures for directors, officers,\n and designated employees;
	●	Prohibit\n short sales, hedging, and other speculative transactions in Company securities; and
	●	Provide\n guidance on recognizing and avoiding unlawful “tipping” of confidential information\n to others.

CORPORATE\nGOVERNANCE

Director\nIndependence

We\nuse the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2)\nprovides that an “independent director” is a person other than an officer or employee of the company or any other individual\nhaving a relationship, which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment\nin carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent\nif:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	The\n director is, or at any time during the past three years was, an employee of the company;

	●	The\n director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of\n twelve consecutive months within the three years preceding the independence determination (subject to certain exclusions, including,\n among other things, compensation for board or board committee service);

	●	The\n director or a family member of the director is, or at any time during the past three years was, an executive officer of the company;

	●	The\n director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to\n which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed\n 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

	●	The\n director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three\n years, any of the executive officers of the company served on the compensation committee of such other entity; or

	●	The\n director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the\n past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

The\nBoard has determined that of the current directors, Mr. Dieterich, Mr. Kenney and Mr. Ronald J Stauber would qualify as independent directors as that term is\ndefined in the listing standards of The NASDAQ Capital Market if we were listed on The NASDAQ Capital Market.

Delinquent\nSection 16(a) Beneficial Ownership of Reporting

Section\n16(a) of the Securities Exchange Act requires officers and directors, and persons who beneficially own more than ten (10%) percent\nof a class of equity securities registered pursuant to Section 12 of the Exchange Act, to file reports of ownership and changes in\nownership with the Securities and Exchange Commission and the principal exchange upon which such securities are traded or quoted.\nReporting Persons are also required to furnish copies of such reports filed pursuant to Section 16(a) of the Exchange Act to the\nCompany. Based solely on our review of reports filed with the SEC pursuant to Section 16(a) of the Exchange Act, we believe that the\nfollowing forms were not filed on a timely basis: (a) Form 3 and Form 4 as to two transactions by Mr. Lei Sonny Wang; and (b) Form 3\nas to one transaction by Mr. Jimmy Chan.

ITEM\n11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the compensation earned by\nour named executive officers for the fiscal years ended June 30, 2026 and 2025, whether or not paid during the year. Amounts paid in cash\nand amounts remaining accrued and unpaid at June 30, 2026 are stated in the footnotes. Stock awards are reported at their aggregate grant\ndate fair value computed under ASC 718 in the year of grant; the fiscal 2025 amounts reported in our prior annual report reflected only\nthe portion of those awards that vested during that year.

Name and principal position	Year		Salary ($)			Bonus ($)	Stock awards ($) (5)	Option awards ($)		All other compensation ($) (6)		Total ($)
Jimmy Chan,		2026		$	180,000		-		-		-			-	$	180,000
Chief Executive Officer (1)		2025		$	30,000		-	$	612,000		-			-	$	642,000
Ried Floco,		2026		$	180,000		-		-		-		$	6,000	$	186,000
President (2)		2025		$	30,000		-	$	816,000		-			-	$	846,000
James Steigerwald,		2026		$	120,000		-		-		-		$	6,000	$	126,000
Chairman and Chief Operating Officer (3)		2025		$	30,000		-	$	428,400		-			-	$	458,400
Lei Sonny Wang,		2026		$	120,000		-		-		-		$	6,000	$	126,000
Chief Revenue Officer (4)		2025		$	100,000		-	$	612,000		-			-	$

Year\n Ended June 30,