Annual Report for Fiscal Year Ending 09-30, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

This Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the operating results and financial condition of the Company for the fiscal years ended September 30, 2025 and 2024. The discussion and analysis set forth below is intended to assist you in understanding the financial condition and results of our operations and should be read in conjunction with our audited financial statements and the accompanying notes included elsewhere in this Form 10-K. Our results of operations and financial condition, as reflected in the accompanying statements and related notes, are subject to management's evaluation and interpretations of business conditions, changing market conditions and other factors. Historical results and trends that might appear should not be taken as indicative of future operations. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of various factors, including those discussed elsewhere in this Form 10-K.

Overview

Explanatory Note

On April 19, 2024, the Company consummated the Merger of Renovo with and into the Company, with the Company as the legal surviving entity and Renovo as the accounting surviving entity. For purposes of this Management's Discussion and Analysis of Financial Condition and Results of Operations, the historic results of the Company are those of Renovo as the accounting survivor of the Merger.

Government Tariff Actions

On April 2, 2025, the President of the United States outlined steps to implement changes in trade policy referred to as "Liberation Day" whereby the trade and tariff relationships with other countries would be reevaluated and renegotiated. In particular, an increase in tariffs was announced, with some taking place immediately, others have been subsequently delayed, and still others that had gone into effect being subsequently revised.

Although the impact of the tariffs and trade policy discussions with other nations cannot be fully determined while these discussions are ongoing and many of the tariffs have been delayed, such tariffs could have an adverse impact on the Company's future operations and profitability. Such tariffs and trade discussions could result in an increase in costs associated with pour scrap metal purchases, supply chain disruptions, an overall reduction in consumer confidence and demand, and an overall economic slowdown. The impact on the general economy will be subject to several factors that cannot be determined at this time, such as whether other countries will retaliate and the spiral effect that such retaliation could have, uncertain duration of trade conflicts, the possibility of legal challenges or Congressional action, and the impact on the reputation of U.S. companies abroad.

15

Because the Company does not have operations outside of its local Florida location, we do not believe the Company is directly impacted by the impact on foreign trade or currency exchange rate fluctuations or subject to supply chain issues that may be affected by foreign imports. However, the Company could be indirectly affected by these matters as it relates to the purchasers of its scrap materials, including the possibility of reduced consumer confidence and demand. Adverse economic consequences to such customers may curtail their purchases and adversely affect our operations

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

The Company has noted that the current tariff environment has continued to cause volatility due to the uncertainty relating to the President's position with respect to tariffs on certain commodities. Material demand is high whereas material supply is short causing pricing especially in steel purchases to remain inconsistent with standard trends and will continue to be monitored by management. Because of our flexibility, smaller size, and direct management involvement, we believe we can move quickly to take advantage of favorable downward changes in commodity prices and then sell our products profitably at a discount as compared to our competitors. Furthermore, the Company is able to stockpile certain commodities acquired at lower prices to resell when those commodity prices rise in the future.

Operations

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

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

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

Balance Sheet

At September 30, 2025 and 2024, the Company had total assets of $2,478,376 and $2,512,968, respectively, total liabilities of $2,128,544 and $2,624,603, respectively, and total stockholders' equity (deficit) of $349,832 and $(111,635), respectively. The decrease of total assets of $34,592 from September 30, 2024 to September 30, 2025 was due to an increase in cash of $604,479 as a result of increased sales, decrease in deferred tax asset in the amount of $22,166 offset by an aggregate decrease in accounts receivable, deferred income tax asset, inventory, right of use asset, property and equipment totaling $639,071. The decrease of total liabilities of $496,059 from September 30, 2024 to September 30, 2025 was due primarily to an aggregate $507,248 of accounts payable, accrued interest payable, related party loans, convertible notes payable, and lease liabilities offset by an increase in taxes payable $145,537 and accrued compensation in the amount of $113,520.

16

Results of Operations

Comparison of Years Ended September 30, 2025 and 2024

Revenues. For the years ended September 30, 2025 and 2024, the Company had total revenues of $4,832,489 and $3,440,101, respectively, and gross profits of $2,184,501 and $1,514,251, respectively. The primary driver of the Company's revenues were steel prices and the prices of other metal commodities. When metal prices are higher, revenues increase assuming that volume is stable. The Company is primarily impacted by the price of steel, with the price of copper and the price of other metals also significantly contributing to the Company's revenues and profits. The primary reason for the increase in our revenues for the year ended September 30, 2025 was due to the increase in the volume of the Company's sales in the year ended September 30, 2025 when compared to the year ended September 30, 2024. There increased volume of sales in the 2025 fiscal year was primarily the result of decreases in commodity prices combined with stable material volume as well as a sudden increase in material purchases specifically in aluminum products as result of Hurricane Milton. Additionally, we have been able to take advantage of the current volatility in commodity prices due to developments relating to tariff decisions by the United States to acquire commodities at lower prices which are then sold at consistent pricing.

Cost of goods sold for the year ended September 30, 2025 and 2024 were $2,647,988 and $1,925,850, respectively, resulting in a gross margin of 45% and 44%, respectively. Cost of goods sold consists primary of costs associated with purchasing salvage and scrap metal and increases as prices for these commodities fluctuate. The Company was able to purchase a significant volume of aluminum in the second quarter as a result of Hurricane Milton. Because of this event, buyers became aggressive in their price offerings to receive material once the bidding price resumed. During the third quarter, our revenues returned to normal operations, but our ability acquire additional commodities at favorable prices, while maintaining our volume of sales at consistent prices which our customers believe to be favorable to them has resulted in continuing improved sales from the same period last year. As a result, the gross margin increased over the year.

Operating Expenses. The Company's operating expenses increased from $1,474,370 for the year ended September 30, 2024 to $1,593,358 for the year ended September 30, 2025 due primarily to an aggregate increase in professional fees, director compensation and payroll expense of $135,659 offset by a decrease in general and administrative expenses of $16,671. A substantial portion of the professional fees in 2025 and 2024 were the result of the Merger and integration of Renovo operations with the Company. The Company accrued director compensation in the amount of $113,800 for the year ended September 30, 2025.

Other Expenses. Other expenses went from ($68,865) during the year ended September 30, 2024 to other income of $23,365 during the year ended September 30, 2025. The difference was directly attributable to the Company recording a gain on extinguishment of accounts payable in the amount of $95,150 for the year ended September 30, 2025.

Net Income (Loss)

We had a net income of $461,187 for the year ended September 30, 2025 as compared to a net loss of $21,752 for the year ended September 30, 2024. The net income for the year ended September 30, 2025 was primarily the result of a 40% increase in sales in the current period due to aggressive bidding by buyers as a result of increased aluminum as a result of Hurricane Milton in the second quarter, as well as a continued net income growth experienced from operations in the third and fourth quarter.

Liquidity and Capital Resources

At September 30, 2025 and 2024, our current liabilities were $2,128,544 and $1,049,564, respectively. We had no material commitments for capital expenditures as of September 30, 2025 or 2024. The difference of $1,078,980 primarily related to the reclassification of related party debt in the amount of $1,327,171 from long-term to short-term. Additionally, the Company accrued $113,520 in compensation during the year ended September 30, 2025. However, the difference was offset somewhat by the repayment of $90,000 in convertible notes payable to related party as well as a decrease in the lease liability in the amount of $250,402.

17

The Company's principal sources of funds are funds generated by its operations, as well as amounts received from affiliated loans. Such affiliated loans include both those entered into by the Company prior to the Merger and those entered into by Renovo prior to the Merger. In addition, the Company has paid operational expenses and debt on behalf of 6 LLC. As of September 30, 2025, the total paid on behalf of 6 LLC and payable to the Company is $1,009,580. These advances bear no interest, are uncollateralized and have no specific due date. As stated above under the balance sheet section, there was an increase in cash as a result of increased sales. The Company plans to apply a portion of its existing cash position to repay certain such affiliated loans and to undertake various property maintenance projects.

Management has evaluated the Company's ability to continue as a going concern in accordance with ASC 205-40. In prior periods, substantial doubt existed regarding the Company's ability to meet its obligations due to recurring losses and negative operating cash flows. Based on this assessment, management has concluded that substantial doubt about the Company's ability to continue as a going concern has been alleviated. Accordingly, the financial statements have been prepared on a going concern basis. However, for the fiscal year ended September 30, 2025, the Company generated net income and positive cash flows from operations of $744,979. These results reflect improved operating performance and strengthened liquidity.

The Company currently intends to undertake certain capital expenditures relating to certain improvements on the property where it conducts business to construct or install temporary or permanent improvements and to request or record easements relating to utilities and access, including, without limitation, driveways, fencing, gates, and utility connections. Such improvements also may include those necessary to provide special dedicated access to the Company property in favor of the County during storm conditions. These improvements shall be at the Company's sole expense. The Company expects to expend approximately $325,000 during the next 12 months for such capital expenditures and that such expenses will be paid out of revenue generated by the Company during that period.

As part of the Company's potential development activities on the Property, the Company has negotiated and, on August 12, 2025, entered into the Amended LLC Agreements with 6, LLC ("Amended 6, LLC Agreements"), to permit the Company to construct or install temporary or permanent improvements and to request or record easements relating to utilities and access, including, without limitation, driveways, fencing, gates, and utility connections. Such improvements also may include those necessary to provide special dedicated access to the Company Real Property in favor of the County during storm conditions. These improvements shall be at the Company's sole expense. Any such construction activities performed by or on behalf of the Company shall be at the Company's sole expenses and are required to be conducted by properly licensed and qualified contractors, consultants, or other professionals. Under the Amended 6, LLC Agreements, the Company may not permit any liens to attach to the Property by reason of the exercise of its rights thereunder, except any lien bonded or certain insured identified therein.

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

18

Cash Flow

The following table provides detailed information about our net cash flow for the fiscal years ended September 30, 2025 and 2024:

		Fiscal Year Ended September 30,
		2025				2024
Net cash provided by (used in) operating activities		$	744,979			$	(171,595	)
Net cash used in investing activities			-				(587,439	)
Net cash (used in) provided by financing activities			(140,500	)			362,970
Net change in cash and cash equivalents			604,479				(396,064	)
Cash and cash equivalents at beginning of period			425,706				821,770
Cash and cash equivalent at end of period		$	1,030,185			$	425,706

Net cash provided by operating activities for the year ended September 30, 2025 was $744,979 compared to $171,595 used in operating activities for the year ended September 30, 2024. This difference primarily related to net income in the current period coupled with a gain on extinguishment of accounts payable in the amount of $95,150 and the repayment of interest in the amount of $135,551. During the year ended September 30, 2025, there were no investing activities versus ($587,439) used in investing activities in the prior period related to the reverse merger. During the year ended September 30, 2025, our financing activities used cash of $140,500 to repay the outstanding convertible debt, and related party debt compared to $362,970 provided by financing activities during the year ended September 30, 2024 due to proceeds from related party loans.

Affiliate Loans

Prior to the Merger with Renovo, the Company had no operations and generated no revenues. As a result, the Company entered into various lending arrangements with related parties to finance its activities in connection with the preparation of its SEC filings and the negotiation of the Merger transaction. These loans were made to the Company by James K. Toomey. Several of these loans were convertible at the option of Mr. Toomey into shares of the Company's common stock and were repaid during the fiscal year ended September 30, 2025.

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

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

The Company Affiliate Debt which was assumed by the Company from Renovo in connection with the Merger, including the Company Security (as defined below), is subordinated to the 6 LLC Bank Loan and secured by all of the assets of the Company and is secured by all of the assets of 6 LLC (the "6 LLC Security"). In addition, 6 LLC's primary source of funds included loans made to 6 LLC by the Toomey Debtholders and their affiliated entities (such loans collectively comprise the "6 LLC Affiliate Debt"). The 6 LLC Affiliate Debt, including the 6 LLC Security, is subordinated to the 6 LLC Bank Loan. The 6 LLC Affiliate Debt is secured by all of the assets of 6 LLC, and certain of the 6 LLC Affiliate Debt is secured by the assets of the Company (the "Company Security"). As of September 30, 2025 the aggregate principal amount of the Company Security was approximately $1,327,171 and the accrued interest thereon was approximately $257,371.

Set forth below is the outstanding Company Affiliate Debt as of the September 30, 2025.

Affiliate Lender		Date of Original Loan		Principal Amount Borrowed				Annual Interest Rate				Accrued Interest				Maturity Date
Passing Through, LLC (Toomey family trust/estate)		July 1, 2016		$	600,000				5.00	%		$	257,371			December 31, 2025
Conch and Shell Holdings, Inc.(extended Toomey family)		November 20, 2018		$	250,000				8.00	%		$	-			December 31, 2025
James, Lori and Kristen Toomey		November 20, 2018		$	365,000				5.00	%		$	-			December 31, 2025
Kristen Toomey		November 20, 2018		$	35,000				5.00	%		$	-			December 31, 2025
James Toomey(1)		February 1, 2021		$	130,000				2.00	%		$	-			December 31, 2025
James Toomey(1)		March 7, 2022		$	50,000				2.00	%		$	-			December 31, 2025

________________

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

19

Set forth below is the outstanding 6 LLC Affiliate Debt subject to the Company Security as of September 30, 2025.

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

The maturity dates of the 6 LLC Affiliate Debt have been extended to December 31, 2026.

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

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

Hancock Whitney Bank Loan

The outstanding amount owed under the 6 LLC Bank Loan as of September 30, 2025 was approximately $1,595,298. Interest accrues on the 6 LLC Bank Loan at an annual rate of 6.735% and the loan was set to mature on December 31, 2026; however, 6 LLC has received a commitment letter to extend the loan by another 12 months at an annual rate of 5.75%. The 6 LLC Bank Loan has been on a year-to-year basis since 2019 and the parties historically have extended the 6 LLC Bank Loan and have entered into new loan agreements each year. However, there is no agreement to extend the 6 LLC Bank Loan each year and, as a result, there is a risk that the 6 LLC Bank Loan will not be extended beyond the current maturity date and, if it is extended, that the terms of such 6 LLC Bank Loan may be on terms more disadvantageous as those currently in place (i.e., higher interest rates to reflect current market conditions).

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

20

Special Short-Term Loans for Inventory Purchases.

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

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

Credit Agreements

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

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

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

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

21

Subsequent Events

On December 18, 2025, the Company paid all deferred director cash compensation amounts owed to its directors for the fiscal years ended September 2024 and 2025.

On December 24, 2025, the Company modified the agreements governing the Company Affiliate Debt to extend the maturity dates of the non-convertible portions of the Company Affiliate Debt to December 31, 2026 and increase the interest rate on certain agreements. For more information regarding the extension of the Company Affiliate Debt and the increase in the interest rates, see the information described in Part III, Item 13 - Certain Relationships and Related Transactions - Toomey Debtholder Loans to the Company Prior to the Merger - Promissory Notes and Part III, Item 13 - Certain Relationships and Related Transactions - Renovo Affiliate Debt.

On December 24, 2025, 6 LLC modified the agreements governing the 6 LLC Affiliate Debt to extend the maturity dates to December 31, 2026 and increase the interest rate on certain agreements. For more information regarding the extension of the 6 LLC Affiliate Debt and the increase in interest rates, see the information described in Part III, Item 13 - Certain Relationships and Related Transactions - 6 LLC Affiliate Debt.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments which affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities (see Note 2, Summary of Significant Accounting Policies, contained in the notes to the Company's consolidated financial statements for the years ended September 30, 2025 and 2024 contained in this filing). On an ongoing basis, we evaluate our estimates. We base our estimates on historical experience and on various other assumptions which we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities which are not readily apparent from other sources. Actual results may differ from these estimates based upon different assumptions or conditions; however, we believe that our estimates are reasonable.

Management is aware that certain changes in accounting estimates employed in generating financial statements can have the effect of making the Company look more or less profitable than it actually is. Management does not believe that the Company has made any such changes in accounting estimates.