GFLT

New in FY2026

• Furthermore, our Company has incurred an accumulated deficit of $11,093,510 from inception to June 30, 2026.
• As described in Note 1 of our audited financial statements contained in this Annual Report on Form 10-K, our auditors have issued a going concern opinion on our June 30, 2026 financial statements, expressing substantial doubt that we can continue as an ongoing business for the next twelve months after issuance of their report based on our history of negative cash flows from operations and reporting of a net loss, and the expectation that we will continue to report negative cash flows from operations and a net loss.
• At June 30, 2026, the Company had not yet achieved consistent profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern.
• We incurred a net loss of $3,315,190 for the year ended June 30, 2026 and $4,713,546 for the year ended June 30, 2025.
• As of June 30, 2026, we had an accumulated deficit of $11,093,510.
• We anticipate that we will continue to incur operating losses through at least June 2027.
• We cannot provide assurance that we will ever achieve profitability.
• Our business does not presently generate the cash needed to finance our current and anticipated operations.
• Based on our current operating plan and budgeted cash requirements, we believe that we will need to obtain additional future financing after that time to finance our operations until such time that we can conduct profitable revenue-generating activities.
• We expect that we will need to seek additional funding through public or private financings, including equity financings.
• If adequate funds are not available to satisfy our long-term capital requirements, or if planned revenues are not generated, we may be required to substantially limit our operations.
• We currently have one rental agreement, two equipment lease agreements, and four trial agreements with a total of seven customers.
• In addition, we have lease agreements with two customers to provide GenFlat containers starting during the fourth quarter of calendar 2026.
• Our business prospects are difficult to predict because of our limited operating history, early stage of development, and unproven business strategy.
• The likelihood of success must consider the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we may undertake.
• Whether actual operating results and business developments will be consistent with our Company’s expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside of our control, including, but not limited to: · whether we can obtain sufficient capital to sustain and grow our business; · our ability to manage our Company’s growth; · whether we can manage relationships with key vendors and advertisers; · demand for our products and services; · the timing and costs of new and existing marketing and promotional efforts and/or competition; · our ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel; and · the overall strength and stability of domestic and international economies; Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our business, results of operations and financial condition.
• Accordingly, our current business model may not be successful and may need to be changed.
• All of our GenFlat Containers are currently manufactured pursuant to our exclusive Teaming Agreement with China International Mariner Containers (“ CIMC ”) in Dalian, China.
• The ongoing conflict in Iran may disrupt the global maritime shipping industry On February 28, 2026, a war began between the U.S., Israel and Iran (the “Iran War”), further increasing the conflicts and tensions in the Middle East, resulting in significant disruptions to key trade routes, especially the Strait of Hormuz, tightened global supply of certain commodities, and increased energy costs.
• Recent escalations in the Iran War have increased the uncertainty regarding the duration and severity of these disruptions and any further impacts on the global markets.
• A prolonged war could result in lower demand for our containers due to less maritime traffic in the region.
• In response to these risks, we have worked with our manufacturing supplies and delayed certain expenditures related to new container development.
• Our Company depends greatly on our Chief Executive Officer, Drew Hall, our President, Garrett Hall, our Chief Commercial Officer, Matt Albanese, and our Chief Financial Officer William Benz.
• Our inability to hire qualified personnel, the loss of services of any of our key executives, or the loss of services of other executive officers, key employees, or advisors that may be hired in the future, may have a material and adverse effect on our Company’s business.
• RISKS RELATED TO OWNING OUR SECURITIES There is no active market for our common stock, which may make it more difficult for you to sell your stock; purchasers of our stock may have difficulty selling their shares.
• Our common stock is quoted on the OTCQB ® Venture Market (OTCQB) of the OTCMarkets under the symbol “GFLT.” To date, however, a minimal public trading market has developed, so purchasers and/or holders of our securities may have difficulty selling their shares should they desire to do so.
• As of September 25, 2026, we have 13,105,234 shares of common stock issued and outstanding.
• Shares eligible for future sale may adversely affect the market for our securities and our ability to raise additional equity capital.
• A significant number of our total outstanding shares are considered restricted securities.
• From time to time, certain of the Company’s stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act of 1933, as amended (the “Securities Act”), subject to certain limitations.
• In general, a non-affiliate stockholder who has satisfied a six-month holding period may, under certain circumstances, sell its shares, without limitation.
• Any substantial sale of the Company’s common stock pursuant to Rule 144 or pursuant to any resale prospectus may have a material adverse effect on the market price of our common stock, even if our business is doing well.
• A decline in the market price of our common stock might impede our ability to raise capital through the issuance of additional shares of common stock or other equity securities.
• Our directors, executive officers and affiliates own approximately 23.17% of our outstanding common stock.
• Our bylaws also provide that, notwithstanding the above, the federal district court for the District of Delaware shall be the sole and exclusive forum for (i) any actions, claims or proceedings brought to enforce a duty or liability created by the Exchange Act or the Securities Act, unless the Corporation consents in writing to the selection of an alternative forum; or (ii) any other claim for which the federal courts have exclusive jurisdiction.
• We may experience fluctuations in our tax obligations and effective tax rate, which could materially and adversely affect our results of operations.
• We are subject to U.S. federal and state income taxes and taxes in certain other non-U.S. jurisdictions.
• Tax laws, regulations and administrative practices in various jurisdictions may be subject to significant change, with or without advance notice, due to economic, political and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes.
• There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain.
• Our effective tax rates could be affected by numerous factors, such as changes in tax, accounting and other laws, regulations, administrative practices, principles and interpretations, the mix and level of earnings in a given taxing jurisdiction or our ownership or capital structures.

and 8 more.

Gone since FY2025

• Furthermore, our Company has incurred an accumulated deficit of $7,818,388 from inception to June 30, 2025 and has not fully implemented its business plan.
• As described in Note 1 of our audited financial statements contained in this Annual Report on Form 10-K, our auditors have issued a going concern opinion on our June 30, 2025 financial statements, expressing substantial doubt that we can continue as an ongoing business for the next twelve months after issuance of their report based on our history of negative cash flows from operations and reporting of a net loss, and the expectation that we will continue to report negative cash flows from operations and a net loss.
• At June 30, 2025, the Company had not yet achieved consistent profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern.
• We incurred a net loss of $4,668,034 for the year ended June 30, 2025 and $1,214,383 for the year ended June 30, 2024.
• As of June 30, 2025, we had an accumulated deficit of $7,818,388.
• We anticipate that we will continue to incur operating losses through at least June 2026.
• We cannot assure you that we will ever achieve profitability.
• We have one rental agreement in place with this customer for use of GenFlat containers, and we have generated nominal revenue to date pursuant to this rental agreement.
• In addition, we have lease agreements with two customers to provide GenFlat containers starting during the fourth quarter of 2025.
• Our business does not presently generate the cash needed to finance our current and anticipated operations and we need to obtain additional future financing to finance our operations until such time that we can conduct profitable revenue-generating activities.
• We intend to obtain financing through an equity offering to meet the capital requirements to manufacture our current customers’ products; however, there is no assurance that such financing will be available through these plans or other sources.
• We also expect that we will need to seek other additional financing in the future through public or private financings, including equity or debt financings.
• If adequate funds are not available to satisfy our near-term and long-term capital requirements, or if planned revenues are not generated, we may be required to substantially limit our operations.
• Our business prospects are difficult to predict because of our limited operating history, early stage of development, limited financial resources, and unproven business strategy.
• The likelihood of success must be considered considering the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we may undertake.
• We currently have one rental agreement and two equipment lease agreements with a total of three customers.
• Whether actual operating results and business developments will be consistent with our Company’s expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside of our control, including, but not limited to: · whether we can obtain sufficient capital to sustain and grow its business; · our ability to manage the company’s growth; · whether we can manage relationships with key vendors and advertisers; · demand for our products and services; · the timing and costs of new and existing marketing and promotional efforts and/or competition; · our ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel; and · the overall strength and stability of domestic and international economies; Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our business, results of operations and financial condition.
• Accordingly, our initial business model may not be successful and may need to be changed.
• All of our GenFlat Containers are currently manufactured pursuant to our exclusive Teaming Agreement with China International Marine Containers (“ CIMC ”) in Dalian, China.
• Our Company depends greatly on our Chief Executive Officer, Drew Hall and our President, Garrett Hall.
• Our inability to hire qualified personnel, the loss of services of Mr.
• Garrett Hall, or the loss of services of other executive officers, key employees, or advisors that may be hired in the future, may have a material and adverse effect on our Company’s business.
• Because our executive officers engage in other business activities, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.
• Our Chief Executive Officer, Drew Hall, currently devotes approximately 95% of his working time providing management services to our Company.
• Our other executive officers expect to devote approximately 40 hours per week providing management services to our Company.
• Since none of our executive officers are required to commit their full time to the affairs of the Company, such persons may have conflicts of interest in allocating management time among their various business activities.
• It is possible that their demands from their various other business obligations could increase, with the result that they would no longer be able to devote sufficient time to the management of our business.
• The loss of any of our officers or directors could negatively impact our business development.
• We do not currently have any general liability insurance to protect us in case of customer or other claims.
• We do not have any general liability insurance to cover any potential claims to which we are exposed.
• Any imposition of liability would increase our operating losses and reduce our net worth and working capital.
• Because our Company does not have nomination and corporate governance, audit or compensation committees, you will have to rely on the board of directors to perform these functions.
• Our Company does not have a nomination and corporate governance, audit or compensation committee and these functions are performed by the board of directors as a whole, which is currently comprised of one director, our Chief Executive Officer, Drew Hall.
• Thus, there is a potential conflict in that the board member who is also part of management participates in discussions concerning management compensation and audit issues that may affect management decisions.
• These decisions may not be in your best interests.
• RISKS RELATED TO OUR SECURITIES There is no active market for our common stock, which may make it more difficult for you to sell your stock; purchasers of our stock may have difficulty selling their shares.
• Our common stock is quoted on the OTC Markets (OTC Pink) under the symbol “GFLT.” To date, however, minimal public trading market has developed, so purchasers and/or holders of our securities may have difficulty selling their shares should they desire to do so.
• As of September 17, 2025, we have 10,781,902 shares of common stock issued and outstanding.
• Our directors, executive officers and affiliates own approximately [26%] of our outstanding common stock.