Annual Report for Fiscal Year Ending 06-30, 2025 (Form 10-K)

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

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks" and "estimates" and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-K. Investors should carefully consider all of such risks before making an investment decision with respect to the Company's stock. The following discussion and analysis should be read in conjunction with our consolidated financial statements and summary of selected financial data for AnTix Holdings, Inc. Such discussion represents only the best present assessment from our Management.

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DESCRIPTION OF COMPANY

Historically, through May 2025, the Company was a provider of health and wellness services, and had two divisions: technology and devices and Adult Day Services. The Company's technology and devices division has signed an Exclusive Licensing Agreement with SKL for its Oral Thrush product, and the company's formerly-wholly owned subsidiary SarahCare, an adult day care center franchisor with corporate owned centers and franchise locations across the United States. SarahCare offered seniors daytime care and activities ranging from exercise and medical needs daily to nursing care and salon services.

With the disposition of SarahCare and our Adult Day Services division during May of 2025, the Company is beginning a transition into media and artificial intelligence space via its asset acquisition of Ticketbash, while still maintaining it health and wellness division and related contracts through its license of Oral Thrush. Our historical operating results, are those of our Adult Day Services and technology and devices divisions.

We are now a technology focused ticketing services company leveraging machine learning models for predictive analytics and dynamic pricing to transform how live events, venues, and organizers manage ticketing, pricing, and customer engagement. Leveraging advanced machine learning and predictive analytics, our platform optimizes ticket sales by dynamically adjusting pricing, preventing fraud, and maximizing seat utilization. Unlike traditional ticketing systems, we combine automation with real-time insights to deliver a seamless experience for both event organizers and attendees.

The Ticketbash proprietary technology reduces inefficiencies in the secondary market, enhances security with AI-driven fraud detection, and provides organizers with actionable data to increase revenue and fan satisfaction. Whether for concerts, sports, theater, or large-scale conferences, we offer a smarter, transparent, and scalable ticketing solution built for the future of live experiences.

The following Management Discussion and Analysis should be read in conjunction with the consolidated financial statements and accompanying notes included in this Form 10-K.

COMPARISON OF THE YEAR ENDED JUNE 30, 2025, TO THE YEAR ENDED JUNE 30, 2024

Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto for the years ended June 30, 2025 and 2024, and related management discussion herein.

Our consolidated financial statements are stated in U.S. Dollars and are prepared in accordance with generally accepted accounting principles of the United States ("GAAP").

Going Concern Qualification

Several conditions and events cast substantial doubt about the Company's ability to continue as a going concern. The Company has incurred cumulative net losses of $43,292,307 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through debt or future issuances of capital stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company's ability to continue as a going concern.

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Discontinued Operations

Our operating results for discontinued operations for the years ended June 30, 2025 and 2024, and the changes between those periods for the respective items, are summarized as follows:

		Years Ended June 30,
		2025				2024
Total revenue		$	1,694,419			$	1,824,925
Operating expenses			1,577,956				2,095,584
Income from operations			116,463				(270,659	)
Other income (expenses)			(25,786	)			(3,627,337	)
Gain (loss) from operations of discontinued operations		$	90,677			$	(3,897,996	)
Gain on disposition of subsidiaries		$	3,366,943			$	-

Operating Results

Our operating results for the years ended June 30, 2025 and 2024, and the changes between those periods for the respective items, are summarized as follows:

		Year Ended
		June 30								Change
		2025				2024				Amount
Operating loss		$	(2,728,979	)		$	(4,003,417	)		$	1,274,438
Other income (expense)			540,262				(37,484	)			577,746
Net loss		$	(2,188,717	)		$	(4,040,901	)		$	1,852,184

Revenues

Our revenue stayed the same at $0 for the year ended June 30, 2025, from revenue of $0 in the comparative year ended June 30, 2024. The following table presents revenue expenses for the years ended June 30, 2025 and 2024:

		Year Ended
		June 30								Change
		2025				2024				Amount
Participant fees		$	-			$	-			$	-
Franchise fees			-				-				-
Total revenue		$	-			$	-			$	-

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Operating Expenses

Our operating expenses decreased to $2,428,979 for the year ended June 30, 2025, from operating expenses of $4,003,417 in the comparative year ended June 30, 2024. The decrease was due to decreases in, stock-based compensation and salaries and wages. The following table presents operating expenses for the years ended June 30, 2025 and 2024:

		Year Ended
		June 30,								Change
		2025				2024				Amount				Percentage
General and administrative		$	359,986			$	24,579			$	335,407				1,364.61	%
Stock-based compensation			252,985				1,725,503				(1,472,518	)			(85.34	)%
Consulting fees			1,933,250				2,144,006				(210,756	)			(9.83	)%
Legal & professional expenses			182,758				109,329				73,429				67.16	%
Total operating expenses		$	2,728,979			$	4,003,417			$	(1,274,438	)			(31.83	)%

The Company recorded $359,986 in general and administrative fees during the year ended June 30, 2025, as compared to $24,579 for the prior fiscal year, with the increase primarily due to the Company's increased administrative expenses. We realized a decrease of $1,472,518 in stock based compensation during the year ended June 30, 2025, as compared to the same period in the prior fiscal year due to a decrease in management and consultants' stock-based compensation. We realized a decrease of $210,756 in consulting fees during the year ended June 30, 2025, as compared to the same period in the prior fiscal year, primarily due to decreasing operational expenses during the most recent fiscal year as compared to the prior fiscal year. We realized an increase of $73,429 in legal & professional expenses during the year ended June 30, 2025, as compared to the prior fiscal year due to an increase in our use of consultants for business and corporate development.

Other Income (Expense)

The following table presents other income and expenses for the years ended June 30, 2025 and 2024:

		Year Ended
		June 30
		2025				2024
Interest expense, related parties		$	(54,304	)		$	(33,040	)
Interest expenses			(84,905	)			(87,477	)
Amortization of debt discount			(16,112	)			(22,849	)
Change in fair value of derivatives			(4,325	)			8,050
Loss on impairment of deposits on acquisitions			(440,800	)			-
Loss on impairment of intangible assets			-				111,487
Gain in extinguishment of debt			1,140,708				(13,655	)
Total other income (expense)		$	540,262			$	(37,484	)

During the year ended June 30, 2025, interest expense, related party increased to $54,304 and interest expense increased to $84,905, as compared to greater interest expense, related party and lower interest expense during the prior fiscal year due to a decrease and increase in certain loans and lease liabilities. During the year ended June 30, 2025, amortization of debt discount decreased to $16,112 from $22,849 for the prior year, due to the decrease in the amount of debts. During the year ended June 30, 2025, the change in fair value of derivatives decreased to ($4,325) from $8,050 for the prior fiscal year, due to inputs in the derivative calculation, such as current share price. During the year ended June 30, 2025, loss on impairment of intangible assets decreased to $0 from $111,487 for the prior year, due to fully writing off the intangible assets during the year. During the year ended June 30, 2025, the loss on impairment of deposits on acquisitions increased to ($440,800), from $0 for the prior fiscal year, due to the deposits on the Company's acquisition during the year. During the year ended June 30, 2025, gain on extinguishment of debt increased to $1,140,708 from ($13,655) for the prior year for both, due to the writing off of certain debts during the year

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Net Income (Loss)

The Company incurred a $1,268,903 net income (loss) during the year ended June 30, 2025, compared to net loss of $7,938,897 in the prior fiscal year. The decrease in net loss is primarily due to the decrease in the Company's operating expenses, specifically its stock compensation expense due to consulting arrangements, and the gain on the disposition of subsidiaries during the most recent fiscal year ended June 30, 2025.

Liquidity and Capital Resources

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Several conditions and events cast substantial doubt about the Company's ability to continue as a going concern. The Company has incurred cumulative net losses of $43,292,307 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through debt or future issuances of capital stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company's ability to continue as a going concern.

Working Capital

The following table presents our working capital position as of June 30, 2025 and 2024:

		Year Ended
		June 30								Change
		2025				2024				Amount				Percentage
Cash		$	13,616			$	873			$	12,743				1,459.68	%
Notes receivable, related party			9,294				9,294				-			-		%
Assets of discontinued operations, current			-				273,612				(273,612	)			(100.00	)%
Current Assets			22,910				283,779				260,869				(91.93	)%
Current Liabilities			1,303,443				4,101,357				(2,797,914	)			(68.22	)%
Working Capital		$	(1,280,533	)		$	(3,817,578	)		$	(2,537,045	)			(66.46	)%

The change in working capital during the year ended June 30, 2025, was primarily due to a decrease in current assets of $260,869 in conjunction with an decrease in current liabilities of $2,797,914. Current assets decreased primarily due to a decrease in assets of discontinued operations of $273,612 and cash of $12,743. Current liabilities decreased primarily due to the sale of the SarahCare subsidiaries.

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Cash Flow

The following tables presents our cash flow for the year ended June 30, 2025 and 2024:

		Year ended
		June 30
		2025				2024
Cash from operating activities		$	2,854,212			$	(4,094,816	)
Cash flows in investing activities			(127,500	)			-
Cash from financing activities			352,974				188,382
Net change in cash for the period		$	12,743			$	(247	)

Cash Flows from Operating Activities

For the year ended June 30, 2025, net cash flows from operating activities increased to $2,854,212 from ($4,094,816) for the year ended June 30, 2025, due primarily to the Company's net income from the current fiscal year relating to the gain on disposition of its SarahCare subsidiaries in the amount of $3,366,943.

Cash Flows from Investing Activities

For the year ended June 30, 2025, net cash flows used in investing increased to $127,500 from $0 during the most recent and prior fiscal years.

Cash Flows from Financing Activities

For the year ended June 30, 2025, net cash flows from financing activities increased to $352,974 from $188,382 for the year ended June 30, 2024, due to an increase in proceeds from notes payable and a securities offering during the most recent fiscal year.

Off Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our consolidated financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the years ended June 30, 2025 and 2024.

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Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. The ownership interest of consolidated entities not wholly-owned by the Company are presented as noncontrolling interests in the accompanying consolidated financial statements. Intercompany balances and transactions have been eliminated in consolidation, and net income (loss) is reduced by the portion of net income (loss) attributable to noncontrolling interests. The Company reports investments in unconsolidated entities over whose operating and financial policies it has the ability to exercise significant influence under the equity method of accounting.

The Company evaluates its potential variable interest entity ("VIE") relationships under certain criteria as provided for in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation ("ASC 810"). ASC 810 broadly defines a VIE as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity's activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The Company performs this evaluation on an ongoing basis and consolidates any VIEs for which the Company is determined to be the primary beneficiary, as determined by the Company's power to direct the VIE's activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates.

Cash and Cash Equivalents

The Company maintains cash balances in a non-interest bearing account that sometimes exceeds over $250,000 federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of June 30, 2025 and 2024.

Earnings Per Share Calculation

Basic earnings per common share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

Revenue Recognition

Prior to the sale of the SarahCare subsidiaries, the Company recognized revenue as follows: participant fees and franchise fees. Participant fee revenue is recognized over time as services are delivered under residency, day care, home health, and outpatient agreements. Performance obligations are based on the nature of services, and revenue is recorded under ASC 606 or ASC 842 depending on whether lease or non-lease components predominate. Payments come from participants or third-party payors such as Medicaid and Veterans Affairs, with estimates for retroactive adjustments recorded in the period services are provided. Franchise fee revenue comes from royalties, generally a percentage of gross revenues, and reimbursements for costs under franchise agreements. Revenue is recognized as services are provided, while related reimbursements are recorded in revenues and the corresponding costs are included in operating expenses.

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Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the consolidated financial statements.

Leases

In December 2018, the FASB issued ASC 842 and as ASU 2016-02, is the new lease accounting standard published by the Financial Accounting Standards Board ("FASB"). It replaced the previous US GAAP leasing standard, ASC 840. The purpose of the new standard is to close a major accounting loophole in ASC 840: off-balance sheet operating leases. Public companies began to implement the standard starting after December 15, 2018. Private companies will follow a year later on December 15, 2020. ASC 842 represents a significant overhaul of the accounting treatment for leases, with the most significant change being that most leases, including most operating leases, are now capitalized on the balance sheet. Under ASC 840, FASB permitted operating leases to be reported only in the footnotes of corporate financial statements. Under ASC 842, the only leases that are exempt from the capitalization requirement are short-term leases less than or equal to 12 months in length. This became effective December 1, 2019 and the Company chose to adopt it early on December 1, 2018. The adoption did not have any material impact on the Company's consolidated financial statements as the Company has no long term leases.

Fair value of financial instruments

The Company's financial instruments include cash and cash equivalents, accounts payable, accrued liabilities, and debt. Derivative liabilities were adjusted to fair market value at the end of each reporting period, using Level 3 inputs. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

	·	Level 1 - Quoted prices in active markets for identical assets or liabilities.
	·	Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	·	Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities.

The carrying amounts of the Company's financial assets and liabilities, such as cash, accounts payable and accrued expenses, accrued interest, certain notes payable and notes payable - due to related parties, approximate their fair values because of the short maturity of these instruments.

The Company accounts for its derivative liabilities, at fair value, on a recurring basis under Level 3 (See Note 11).

Embedded Conversion Features

The Company evaluates embedded conversion features within convertible debt under Accounting Standards Codification ("ASC") 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial feature.

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Derivative Financial Instruments

When the Company issues debt that contains a conversion feature, it first evaluates whether the conversion feature meets the requirements to be treated as a derivative: a) one or more underlying, typically the price of the Company's stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. There are certain scope exceptions from derivative treatment, but these typically exclude conversion features that provide for a variable number of shares.

If the conversion feature within convertible debt meet the requirements to be treated as a derivative, the Company estimates the fair value of the derivative liability using the Monte Carlo Simulation Model upon the date of issuance. If the fair value of the derivative liability is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the derivative liability is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The derivative liability is revalued at the end of each reporting period and any change in fair value is recorded as a change in fair value in the statements of operations. The debt discount is amortized through interest expense over the life of the debt. Derivative instrument liabilities and the host debt agreement are classified on the balance sheets as current or non-current based on whether settlement of the derivative instrument could be required within twelve months of the balance sheet date.

The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 "Derivatives and Hedging" (provides comprehensive guidance on derivative and hedging transactions) whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors.

Debt Issue Costs and Debt Discount

The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

Recently Issued Accounting Pronouncements

As of and for the year ended June 30, 2025, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

Seasonality

We do not expect our sales to be impacted by seasonal demands for our products and services.