What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-19 compared with 2025-03-25 · 743 added, 702 removed, 212 unchanged (87% of the section changed)

Financial Statements and Supplementary

Index to Consolidated Financial Statements

AMERICAN BATTERY MATERIALS, INC.

December 31, 2024 and 2023

Financial Statements and Supplementary Data.

to Consolidated Financial Statements

BATTERY MATERIALS INC.

31, 2025 and 2024

Report of Independent Registered Public Accounting Firm (PCAOB ID 6580 )

4 unchanged sentences

Notes to Consolidated Financial Statements for the years ended December 31, 2025 and 2024

Report of Independent Registered Public Accounting

of Independent Registered Public Accounting Firm

the Board of Directors and Shareholders

3 unchanged sentences

(the Company) as of December 31, 2025 and

2023, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended and

the related notes (collectively referred to as the financial statements).

2024, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years then

ended and the related notes (collectively referred to as the financial statements).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

39 unchanged sentences

matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for Convertible Notes

for Convertible Notes

Audit Matter Description

19 unchanged sentences

ID Number 6580

AMERICAN BATTERY MATERIALS, INC.

Consolidated Balance Sheets

BATTERY MATERIALS INC.

Balance Sheets

expenses and other assets

current assets

Prepaid expenses and other assets

Total current assets

Noncurrent assets

Mineral claims

Liabilities and Stockholders’ Deficit

and Stockholders’ Deficit

notes payable, net of discount

notes payable – related party

notes payable, net of discount

notes payable – related party

capital lease obligation

current liabilities

Accounts payable

Accrued expenses

Accrued interest

Promissory notes payable, net of discount

Promissory notes payable – related party

Convertible notes payable, net of discount

Convertible notes payable – related party

Current capital lease obligation

Total current liabilities

Total Liabilities

Stockholders’ deficit

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding

stock, $ 0.001 par

value, 100,000,000 shares

authorized, 2,586,982 and

2,275,367 shares

issued and outstanding, respectively

Additional paid in capital

Accumulated deficit

Stockholders’

stock, $ 0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding

stock, $ 0.001 par value, 100,000,000 shares authorized, 3,142,371 and 2,586,982 shares issued and outstanding, respectively

paid in capital

( 30,957,121 )

( 24,546,557 )

Total stockholders’ deficit

stockholders’ deficit

( 10,296,348 )

( 6,806,565 )

Total liabilities and stockholders’ deficit

The accompanying notes are an integral part of

the consolidated financial statements.

AMERICAN BATTERY MATERIALS, INC.

Consolidated Statements of Operations

liabilities and stockholders’ deficit

accompanying notes are an integral part of the consolidated financial statements.

BATTERY MATERIALS INC.

Statements of Operations

and administrative

operating expenses

General and administrative

Total operating expenses

Operating loss

( 1,863,256 )

( 1,568,707 )

Expenses / Income

(loss) on extinguishment of debt

( 1,744,906 )

( 1,842,273 )

value of stock issued for note modification

( 2,082,423 )

other expenses / income

Gain (loss) on extinguishment of debt

( 4,547,308 )

Fair value of stock issued for note modification

Interest expense

Total other expenses / income

( 2,738,211 )

Income (loss) from operations before income taxes

(loss) from operations before income taxes

( 6,410,564 )

( 4,306,918 )

Provision for income taxes

Net Income (Loss)

for income taxes

Income (Loss)

$ ( 6,410,564 )

$ ( 4,306,918 )

Net loss per share – basic and diluted

Weighted average common shares – basic and diluted

The accompanying notes are an integral part of

the consolidated financial statements.

AMERICAN BATTERY MATERIALS, INC.

Consolidated Statements of Changes in Stockholders’

Years Ended December 31, 2024 and 2023

Preferred stock

loss per share – basic and diluted

average common shares – basic and diluted

accompanying notes are an integral part of the consolidated financial statements.

BATTERY MATERIALS INC.

Statements of Changes in Stockholders’ Deficit

Ended December 31, 2025 and 2024

Equity/(Deficit)

Stockholders’

Equity/(Deficit)

Balance as of December 31, 2022

$ ( 17,854,837 )

$ ( 1,300,412 )

Shares issued for services

Shares issued for warrant exercise

Shares issued for cashless warrant exercise

Conversion of preferred stock to common stock

Shares issued for note modification

Shares issued with notes

as of December 31, 2023

$ ( 20,239,639 )

$ ( 3,016,893 )

Balance as of December 31, 2023

issued for services

issued for note modification

( 4,306,918 )

Balance as of December 31, 2023

as of December 31, 2024

$ ( 24,546,557 )

$ ( 6,806,565 )

Balance, value

as of December 31, 2024

$ ( 24,546,557 )

$ ( 6,806,565 )

Shares issued for services

Shares issued for note modification

issued for services

issued for note modification

Share-based compensation

1 unchanged sentence

( 6,410,564 )

Balance as of December 31, 2024

$ ( 24,546,557 )

$ ( 6,806,565 )

Balance, value

$ ( 24,546,557 )

as of December 31, 2025

$ ( 30,957,121 )

The accompanying notes are an integral part of

the consolidated financial statements.

AMERICAN BATTERY MATERIALS, INC.

Consolidated Statements of Cash Flows

Cash Flows from Operating Activities

Net income (loss)

$ ( 10,296,348 )

accompanying notes are an integral part of the consolidated financial statements.

BATTERY MATERIALS INC.

Statements of Cash Flows

Flows from Operating Activities

$ ( 6,410,564 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock based compensation

Gain/loss on settlement of liabilities

Fair value of stock issued for note modification

Amortization of debt discount

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Accounts payable and accrued expenses

Accrued interest

Net cash used in operating activities

$ ( 4,306,918 )

Cash Flows from Investing Activities:

Acquisition of mineral claims

Net cash provided by (used in) investing activities

Cash Flows from Financing Activities

Proceeds from convertible notes

Proceeds from convertible notes – related party

Proceeds from promissory notes

Repayment of promissory notes

Proceeds from warrant exercises

Net cash provided by financing activities

Net increase (decrease) in cash

Cash, beginning of period

Cash, end of period

Supplemental disclosures:

Interest paid

Supplemental disclosures of non-cash items:

Accounts payable and accrued payable exchanged for convertible note

The accompanying notes are an integral part of

the consolidated financial statements.

AMERICAN BATTERY MATERIALS, INC.

Notes to Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

Note 1 - Nature of the Business

American Battery Materials, Inc.

(the “Company”)

is a US based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally

responsible manner.

The Company formerly developed, marketed and distributed

various self-serve electronic kiosks and mall/airport co-branded islands throughout North America.

Due to the nationwide shutdown related

to the COVID-19 pandemic, the Company spent a portion of 2020 restructuring and retiring certain corporate debt and obligations, while

focusing on implementing a new operational direction.

Through the corporate reorganization

and repositioning process, the Company found itself with the unique opportunity to expand its management team and acquire mining claims

that historically reported high levels of Lithium and other tech minerals.

The Company hired and affiliated itself with industry veterans

that bring decades of experience, credibility and relationships.

On November 5, 2021, the Company acquired the

rights to 102 Federal Mining Claims located in the Lisbon Valley of Utah for $ 100,000 .

The acquisition was driven by historical mineral

data from seven (7) existing wells with brine aquifer access.

The independent third-party Technical Report indicated that further investment

and development in the claims were warranted.

On April 25, 2023, the Company formed Mountain

Sage Minerals, LLC, a Utah limited liability company, of which it is the 100 % owner.

The Company will look to expand its holdings in the

Lisbon Valley area with the acquisition of additional mineral claims and joint venture opportunities through this new LLC.

On May 1, 2023, FINRA completed the processing

of our application for a name change, and our name was officially changed to American Battery Materials, Inc.

At the same time, the Company’s

trading symbol was changed to BLTH.

These changes better reflect the business of the Company.

On June 1, 2023, the Company entered into an Agreement

and Plan of Merger (the “Merger Agreement”) with Seaport Global Acquisition II Corp., a Delaware corporation (“SGI I ”),

and Lithium Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of SGII (“Merger Sub”).

SGII is a blank check

company, also referred to as a special purpose acquisition company, formed for the purpose of effectuating a merger, capital stock exchange,

asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.

Following material

changes to the transaction proposed by SGII making the transaction untenable to us, on November 20, 2023, SGII notified us that it had

elected to terminate the Merger Agreement.

On August 4, 2023, the Company filed an Amendment

to the Certificate of Incorporation (the “Amendment”) in order to effect a reverse stock split in the ratio of 1-for-300 (the

“Reverse Split”).

The Company and its shareholders holding a majority of the issued and outstanding shares of stock of the

Company entitled to vote previously approved a reverse stock split for not less than 1-for-10 and not more than 1-for-1,000, at any time

prior to October 20, 2023, with the Company’s Board having the discretion to determine whether or not the Reverse Split is to be

effected, and if effected, the exact ratio for the Reverse Split within the above range.

On August 1, 2023, the Company’s unanimously

approved the Reverse Split and authorized the filing of the Amendment.

On December 8, 2023, the company effectuated the reverse split

of the common stock by a ratio of one-for-300 (the “Reverse Split”).

All per share amounts and number of shares in the consolidated

financial statements and related notes have been retroactively restated to reflect the Reverse Split.

16, 2025, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to effect a reverse stock split of the

issued and outstanding shares of its common stock at a ratio of one share for every 5 shares outstanding prior to the effective date of

the reverse stock split.

to reconcile net loss to net cash used in operating activities:

based compensation

(loss) on extinguishment of debt

value of stock issued for note modification

of debt discount

in operating assets and liabilities:

expenses and other assets

payable and accrued expenses

cash used in operating activities

Flows from Investing Activities:

cash provided by (used in) investing activities

Flows from Financing Activities

from convertible notes

from convertible notes – related party

from promissory notes

from promissory notes – related party

of promissory notes

cash provided by financing activities

increase (decrease) in cash

Cash, beginning of

end of period

disclosures of non-cash items:

payable and accrued payable exchanged for convertible note

accompanying notes are an integral part of the consolidated financial statements.

BATTERY MATERIALS INC.

to Consolidated Financial Statements

the Years Ended December 31, 2025 and 2024

1 - Nature of the Business

Battery Materials Inc.

(the “Company”) is a US based renewable energy company focused on the extraction, refinement and distribution

of technical minerals in an environmentally responsible manner.

On November 5, 2021, the Company acquired the rights to 102 Federal Mining

Claims located in the Lisbon Valley of Utah for $ 100,000 , plus the future payment of royalties based on a percentage of the net

revenue ( 2 %) from the sale of all minerals produced from this portion of the mining property.

The acquisition was driven by historical

mineral data from seven (7) existing wells with brine aquifer access.

The independent third-party Technical Report indicated that further

investment and development in the claims were warranted.

April 25, 2023, the Company formed Mountain Sage Minerals, LLC, a Utah limited liability company, of which it is the 100 % owner.

The Company will look to expand its holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture

opportunities through this new LLC.

May 1, 2023, FINRA completed the processing of our application for a name change, and our name was officially changed to American Battery

Materials Inc.

At the same time, the Company’s trading symbol was changed to BLTH.

These changes better reflect the business of

June 1, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Seaport Global Acquisition

II Corp., a Delaware corporation (“SGI I ”), and Lithium Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary

of SGII (“Merger Sub”).

SGII is a blank check company, also referred to as a special purpose acquisition company, formed

for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar

business combination with one or more businesses.

Following material changes to the transaction proposed by SGII making the transaction

untenable to us, on November 20, 2023, SGII notified us that it had elected to terminate the Merger Agreement.

August 4, 2023, the Company filed an Amendment to the Certificate of Incorporation (the “Amendment”) in order to effect a

reverse stock split in the ratio of 1-for-300 (the “Reverse Split”).

The Company and its shareholders holding a majority

of the issued and outstanding shares of stock of the Company entitled to vote previously approved a reverse stock split for not less

than 1-for-10 and not more than 1-for-1,000, at any time prior to October 20, 2023, with the Company’s Board having the discretion

to determine whether or not the Reverse Split is to be effected, and if effected, the exact ratio for the Reverse Split within the above

On August 1, 2023, the Company’s unanimously approved the Reverse Split and authorized the filing of the Amendment.

On December 8, 2023, the company effectuated the reverse split of the common stock by a ratio of one-for-300 (the “Reverse Split”).

All per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated

to reflect the Reverse Split.

January 16, 2025, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to effect a reverse stock split

of the issued and outstanding shares of its common stock at a ratio of one share for every 5 shares outstanding prior to the effective

date of the reverse stock split.

The reverse stock split became effective on January 24, 2025.

The total number of authorized shares of common

stock was reduced from 4,500,000,000 shares to 100,000,000 shares.

The par value of the class Common Stock will remain the same at $ 0.001

The 10,000,000 authorized shares of the Corporation’s preferred stock, par value $ 0.001 per share will not change.

per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to

reflect the Reverse Split.

has been moving forward with its strategy of employing advanced brine extractive technology methodologies and has been in talks with numerous

extraction providers.

Selective mineral extraction is clearly the most cost-effective and ESG friendly approach currently available.

are being utilized that can extract the desired minerals and metals from the brine and then re-inject the brines back down into the aquifer.

The prospective partners have been provided the analytical results from the technical reports, but will soon provide current results,

analytical, geotech modeling, aquifer modeling, recharge, flows and depth.

The total number of authorized shares

of common stock was reduced from 4,500,000,000 shares to 100,000,000 shares.

The par value of the class Common Stock

will remain the same at $ 0.001 per share.

The 10,000,000 authorized shares of the Corporation’s preferred stock,

par value $ 0.001 per share will not change.

All per share amounts and number of shares in the consolidated financial statements

and related notes have been retroactively restated to reflect the Reverse Split.

Company has been moving forward with its strategy of employing advanced brine extractive technology methodologies and has been in talks

with numerous extraction providers.

Selective mineral extraction is clearly the most cost-effective and ESG friendly approach currently

Technologies are being utilized that can extract the desired minerals and metals from the brine and then re-inject the brines

back down into the aquifer.

The prospective partners have been provided the analytical results from the technical reports, but will soon

provide current results, analytical, geotech modeling, aquifer modeling, recharge, flows and depth.

2 - Going Concern

1 unchanged sentence

The Company had a net loss of $ 6,410,564 during

the year ended December 31, 2024, has accumulated losses totaling $ 24,546,557 ,

and has a working capital deficit of $ 7,012,565

as of December 31, 2024.

These factors, among others, indicate that the Company may be unable to continue as a going concern.

consolidated financial statements do not include any adjustments that might result from the outcome of these

uncertainties.

Company can generate significant cash from operations, its ability to continue as a going concern is dependent upon obtaining additional

the year ended December 31, 2025, has accumulated losses totaling $ 30,957,121 , and has a working capital deficit of $ 10,502,348 as

of December 31, 2025.

The consolidated

financial statements do not include any adjustments that might result from the outcome of these uncertainties.

the Company can generate significant cash from operations, its ability to continue as a going concern is dependent upon obtaining additional

The Company hopes to raise additional financing, potentially through the sale of debt or equity instruments, or a combination,

9 unchanged sentences

of Presentation and Principles of Consolidation

The accompanying

consolidated financial statements have been prepared in accordance with U.S.

accompanying consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (GAAP).

The Company’s

fiscal year end is December 31.

The preparation

of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts

reported in the financial statements and accompanying notes.

Actual results could differ from those estimates and be based on events different

from those assumptions.

The Company’s fiscal year end is December 31.

consolidated financial statements include the accounts of the Company and its subsidiaries.

All significant intercompany balances and

transactions have been eliminated.

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

amounts reported in the financial statements and accompanying notes.

Actual results could differ from those estimates and be based on

events different from those assumptions.

Future events and their effects cannot be predicted with certainty;

estimating, therefore, requires the exercise

Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information is obtained.

estimating, therefore, requires

the exercise of judgment.

Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information

and Equipment

and equipment are stated at cost less depreciation.

Depreciation is provided using the straight-line method over the estimated useful

life of the assets.

Depreciation is provided using the straight-line method over the estimated

useful life of the assets.

Equipment has estimated useful lives between 3 three and seven years .

Expenditures for repairs and maintenance are charged

to expense as incurred.

Expenditures for repairs

and maintenance are charged to expense as incurred.

of Long-lived Assets

1 unchanged sentence

in circumstances indicate that the carrying amount of an asset group may not be recoverable.

Recoverability of assets to be held and used

is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group.

If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount

of the asset group exceeds its fair value.

Recoverability of assets to be held and

used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset

If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying

amount of the asset group exceeds its fair value.

Rights and Properties

capitalizes acquisition costs until the Company determines the economic viability of the property.

Since the Company does not have proven

and probable reserves as defined by Securities and Exchange Commission (“SEC”) Regulation S-K Item 1300, exploration expenditures

are expensed as incurred.

Company capitalizes acquisition costs until the Company determines the economic viability of the property.

Since the Company does not

have proven and probable reserves as defined by Securities and Exchange Commission (“SEC”) Regulation S-K Item 1300, exploration

expenditures are expensed as incurred.

The Company expenses mineral lease costs and repair and maintenance costs as incurred.

The Company reviews the

carrying value of our properties for impairment, including mineral rights, upon the occurrence of events or changes in circumstances that

indicate the related carrying amounts may not be recoverable.

During the period ending December 31, 2023, the Company took action to expand

on its rights to 102 federal mining claims located in the Lisbon Valley of Utah that it purchased on November 5, 2021, for $ 100,000 .

Company acquired and staked additional lithium mining claims adjacent to its Lisbon Valley Project in Utah for $ 106,000 .

The new claims

have been registered with the Bureau of Land Management.

The Company now owns a total of 743 placer claims over 14,260 acres, comprised

of (i) the 102 original claims held;

reviews the carrying value of our properties for impairment, including mineral rights, upon the occurrence of events or changes in circumstances

that indicate the related carrying amounts may not be recoverable.

During the period ending December 31, 2023, the Company took action

to expand on its rights to 102 federal mining claims located in the Lisbon Valley of Utah that it purchased on November 5, 2021, for

$ 100,000 , plus the future payment of royalties based on a percentage of the net revenue ( 2 %) from the sale of all minerals produced

from this portion of the mining property.

The Company acquired and staked additional lithium mining claims adjacent to its Lisbon Valley

Project in Utah for $ 106,000 .

The new claims have been registered with the Bureau of Land Management.

The Company now owns a total of

743 placer claims over 14,320 acres, comprised of (i) the 102 original claims held;

and (ii) the 641 new claims.

No impairment or capitalizable costs related to the mineral claims were

noted during the years ended December 31, 2024 and 2023.

presents basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per share reflect

the actual weighted average of shares issued and outstanding during the period.

Diluted earnings per share are computed including the

number of additional shares that would have been outstanding if dilutive potential shares had been issued.

In a loss period, the calculation

for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive.

As of December

31, 2024, and December 31, 2023, there were approximately 63,236 and 126,324 shares respectively, potentially issuable under convertible

debt agreements, options, warrants and preferred stock that could dilute basic earnings per share if converted that were excluded from

the years ended December 31, 2024 and 2023 because their inclusion would have been anti-dilutive due to the Company’s net losses.

No impairment

or capitalizable costs related to the mineral claims were noted during the years ended December 31, 2025 and 2024.

Company presents basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per

share reflect the actual weighted average of shares issued and outstanding during the period.

Diluted earnings per share are computed

including the number of additional shares that would have been outstanding if dilutive potential shares had been issued.

In a loss period,

the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive.

of December 31, 2025 and 2024, there were approximately 192,672 and 63,236 shares

respectively, potentially issuable under convertible debt agreements, options, warrants and preferred stock that could dilute basic earnings

per share if converted that were excluded from the years ended December 31, 2025 and 2024 because their inclusion would have been anti-dilutive

due to the Company’s net losses.

Financial Instruments

evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities for accounting

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded

at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement

of operations.

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities

for accounting purposes.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially

recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated

statement of operations.

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency

Value of Financial Instruments

of the Company’s financial instruments, including cash and equivalents, prepaid expenses and other assets, accounts payable, accrued

liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities.

certain of the Company’s financial instruments, including cash and equivalents, prepaid expenses and other assets, accounts payable,

accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities.

ASC 820, “Fair

4 unchanged sentences

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

This category includes those derivative instruments that the Company values using observable market data.

Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.

Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e.

The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and

volume to provide pricing information on an ongoing basis.

Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially

the full term of the asset or liability.

This category includes those derivative instruments that the Company values using observable

Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments,

can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.

Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less

observable from objective sources (i.e.

supported by little or no market activity).

Level 3 instruments include derivative warrant instruments.

The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2.

accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all

stock-based awards granted to employees, directors and non-employees to be measured at grant date fair value of the equity instrument

Level 3 instruments include derivative warrant

The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level

1 or Level 2.

Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation,” which requires

all stock-based awards granted to employees, directors and non-employees to be measured at grant date fair value of the equity instrument

issued and recognized as expense.

Stock-based compensation expense is recognized on a straight-line basis over the requisite service period

of the award, which is generally equivalent to the vesting period.

The fair value of each stock option granted is estimated using the

Black-Scholes option pricing model.

The measurement date for the non-forfeitable awards to non-employees that vest immediately is the

date the award is issued.

revenue under ASC 606, “Revenue from Contracts with Customers,” the core principle of which is that an entity should recognize

revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to

which the entity expects to be entitled in exchange for those goods or services.

In applying the revenue recognition principles, an entity

is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price, allocate

the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied (i.e., either

over time or at a point in time).

ASC 606 further requires that companies disclose sufficient information to enable readers of financial

statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

recognized $ 0 revenue during the years ended December 31, 2024 and 2023.

Convertible Debt

The Company issues convertible

notes as part of its financing strategy, which may contain embedded features such as conversion options, redemption provisions, and contractual

adjustments like most favored nations clauses.

Convertible debt is accounted for under ASC 470, Debt, as amended by ASU 2020-06, Debt—Debt

with Conversion and Other Options, adopted by the Company effective January 1, 2024.

This standard simplifies the accounting by eliminating

certain separation models for convertible instruments, requiring the Company to evaluate the debt as a single instrument unless bifurcation

of embedded derivatives is required under ASC 815, Derivatives and Hedging.

Convertible notes are initially

recorded at their principal amount, net of issuance costs or discounts, and classified as liabilities unless specific features mandate

equity classification.

Stock-based compensation expense is recognized on a straight-line basis over the requisite service

period of the award, which is generally equivalent to the vesting period.

The fair value of each stock option granted is estimated using

the Black-Scholes option pricing model.

The measurement date for the non-forfeitable awards to non-employees that vest immediately is

the date the award is issued.

recognize revenue under ASC 606, “Revenue from Contracts with Customers,” the core principle of which is that an entity should

recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration

to which the entity expects to be entitled in exchange for those goods or services.

In applying the revenue recognition principles, an

entity is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price,

allocate the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied (i.e.,

either over time or at a point in time).

ASC 606 further requires that companies disclose sufficient information to enable readers of

financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

Company recognized $ 0 revenue during the years ended December 31, 2025 and 2024.

Company issues convertible notes as part of its financing strategy, which may contain embedded features such as conversion options, redemption

provisions, and contractual adjustments like most favored nations clauses.

Convertible debt is accounted for under ASC 470, Debt, as

amended by ASU 2020-06, Debt—Debt with Conversion and Other Options, adopted by the Company effective January 1, 2024.

This standard

simplifies the accounting by eliminating certain separation models for convertible instruments, requiring the Company to evaluate the

debt as a single instrument unless bifurcation of embedded derivatives is required under ASC 815, Derivatives and Hedging.

notes are initially recorded at their principal amount, net of issuance costs or discounts, and classified as liabilities unless specific

features mandate equity classification.

Interest expense is recognized using the effective interest method over the notes’ terms.

The Company’s convertible

debt instruments are debt host financial instruments containing embedded features, some of which would otherwise be required to be bifurcated

from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements

under ASC Topic 815, Derivatives and Hedging.

Embedded features are assessed to determine if they require bifurcation as derivatives.

Features are bifurcated if their economic characteristics and risks are not clearly and closely related to the debt host, the hybrid instrument

is not remeasured at fair value through earnings, and the feature would qualify as a standalone derivative.

Bifurcated derivatives are

recorded at fair value, with subsequent changes recognized in earnings.

However, features contingent on events with low probability (e.g.,

uplisting or an event of default) are assigned immaterial value.

The Company continues to monitor its facts and circumstances in each

reporting period to evaluate whether each immaterial embedded feature’s fair value or change to it is significant and would therefore

need to be ascribed value.

Common stock issued with convertible

notes are treated as freestanding equity instruments under ASC 815-40, recorded at fair value in additional paid-in capital, with proceeds

allocated between the debt and shares using the relative fair value method.

The fair value of the shares issued are treated as a discount

to the value of the convertible debt issued.

Debt issuance costs are capitalized

and amortized as additional interest expense over the debt term, unless allocated to bifurcated derivatives, in which case they are expensed

immediately if material.

Refinancings of convertible

and promissory notes previously issued by the Company are evaluated under ASC 470-50, Modifications and Extinguishments, or ASC 470-60,

Troubled Debt Restructurings by Debtors.

A refinancing is accounted for as an extinguishment if the present value of cash flows under

the new terms differs by at least 10% from the original terms or if a substantive conversion option is added or eliminated.

When an extinguishment

occurs, the original debt is derecognized and the new debt is recorded at fair value, recognizing any gain or loss in earnings.

extinguished, a refinancing is treated as a modification with no gain or loss recognition.

If the Company were to experience multiple

changes to the same debt within a one-year period, and the first of those changes were determined to be a modification, the Company would

then evaluate the changes within the one-year period on a cumulative basis.

A refinancing is classified as a troubled debt restructuring

(TDR) if the Company is experiencing financial difficulty and the creditor grants a concession (e.g., reduced effective interest rate).

For TDRs, the carrying amount is adjusted only if undiscounted future cash flows fall below the net carrying value of the original debt.

When the undiscounted future cash flows of refinanced debt fall below the net carrying value of the original debt, the Company would record

a gain for the difference.

It would further adjust the carrying value of the debt to the future undiscounted cash flow amount with no

interest expense recorded going forward.

All future interest payments would then reduce the carrying value of the respective debt modified.

If the undiscounted future cash flows are greater than the carrying value of the original debt, no gain would be recorded.

would then calculate a new effective interest rate based upon the carrying value of the original debt and the revised future cash flows

under the terms of the new debt.

Company’s convertible debt instruments are debt host financial instruments containing embedded features, some of which would otherwise

be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic

estimated fair value measurements under ASC Topic 815, Derivatives and Hedging.

Embedded features are assessed to determine if they require

bifurcation as derivatives.

Features are bifurcated if their economic characteristics and risks are not clearly and closely related to

the debt host, the hybrid instrument is not remeasured at fair value through earnings, and the feature would qualify as a standalone

Bifurcated derivatives are recorded at fair value, with subsequent changes recognized in earnings.

However, features contingent

on events with low probability (e.g., uplisting or an event of default) are assigned immaterial value.

The Company continues to monitor

its facts and circumstances in each reporting period to evaluate whether each immaterial embedded feature’s fair value or change

to it is significant and would therefore need to be ascribed value.

stock issued with convertible notes are treated as freestanding equity instruments under ASC 815-40, recorded at fair value in additional

paid-in capital, with proceeds allocated between the debt and shares using the relative fair value method.

The fair value of the shares

issued are treated as a discount to the value of the convertible debt issued.

issuance costs are capitalized and amortized as additional interest expense over the debt term, unless allocated to bifurcated derivatives,

in which case they are expensed immediately if material.

of convertible and promissory notes previously issued by the Company are evaluated under ASC 470-50, Modifications and Extinguishments,

or ASC 470-60, Troubled Debt Restructurings by Debtors.

A refinancing is accounted for as an extinguishment if the present value of cash

flows under the new terms differs by at least 10% from the original terms or if a substantive conversion option is added or eliminated.

When an extinguishment occurs, the original debt is derecognized and the new debt is recorded at fair value, recognizing any gain or

loss in earnings.

If not extinguished, a refinancing is treated as a modification with no gain or loss recognition.

If the Company were

to experience multiple changes to the same debt within a one-year period, and the first of those changes were determined to be a modification,

the Company would then evaluate the changes within the one-year period on a cumulative basis.

refinancing is classified as a troubled debt restructuring (TDR) if the Company is experiencing financial difficulty and the creditor

grants a concession (e.g., reduced effective interest rate).

For TDRs, the carrying amount is adjusted only if undiscounted future cash

flows fall below the net carrying value of the original debt.

When the undiscounted future cash flows of refinanced debt fall below the

net carrying value of the original debt, the Company would record a gain for the difference.

It would further adjust the carrying value

of the debt to the future undiscounted cash flow amount with no interest expense recorded going forward.

All future interest payments

would then reduce the carrying value of the respective debt modified.

If the undiscounted future cash flows are greater than the carrying

value of the original debt, no gain would be recorded.

The Company would then calculate a new effective interest rate based upon the

carrying value of the original debt and the revised future cash flows under the terms of the new debt.

Accounting Pronouncements

In August 2020, the FASB issued ASU No.

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible

ASU 2020-06 eliminates certain models that require separate accounting for embedded conversion features, in certain cases.

Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity’s

The guidance also requires entities to use the if converted method for all convertible instruments in the diluted earnings

per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain

liability-classified share-based payment awards.

This guidance is effective beginning after December 15, 2023 and must be applied using

either a modified or full retrospective approach.

December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which enhances disclosure

requirements related to income taxes, including rate reconciliation and taxes paid by jurisdiction.

This standard is effective for fiscal

years beginning after December 15, 2024.

We will adopt ASU 2023-09 in our Annual Report on Form 10-K for the fiscal year ending December 31, 2026.

currently evaluating the impacts of the improvements to income tax disclosure.

November 2024, the FASB issued ASU No.

2024-03, Liabilities—Joint Venture Formations (Subtopic 405-50):

Recognition and Initial

Measurement, clarifying accounting by a joint venture upon formation and requiring fair value measurement of contributed assets and liabilities.

This guidance is effective for fiscal years beginning after December 31, 2024, and interim periods beginning after December 15, 2027.

The Company does not expect a material impact upon adoption.

April 2024, the FASB issued ASU No.

2024-04, Investments—Equity Method and Joint Ventures (Topic 323):

Accounting for Investments

in Tax Credit Structures Using the Proportional Amortization Method, expanding the use of this method to additional tax credit structures.

This guidance is effective for fiscal years beginning after December 15, 2025.

The Company does not expect a material impact upon adoption.

January 2025, the FASB issued ASU No.

2025-01, Income Taxes (Topic 740):

Disclosure Framework—Changes to Income Tax Disclosure

Requirements, which further refines disclosure requirements to improve consistency and comparability.

This standard is effective for

fiscal years beginning after December 15, 2025.

The Company is evaluating the impact of this guidance.

July 2025, the FASB issued ASU No.

2025-07, Leases (Topic 842):

Disclosures about Leasing Arrangements, which enhances qualitative and

quantitative lease disclosures.

This guidance is effective for fiscal years beginning after December 15, 2026.

The Company does not expect

the adoption to have a material effect on its consolidated financial statements.

In November 2025, the FASB issued ASU No.

Interim Reporting (Topic 270):

Narrow-Scope Improvements.

The amendments clarify and reorganize existing interim reporting guidance, including

the scope of Topic 270 and interim disclosure requirements, and introduce a disclosure principle requiring entities to disclose material

events or changes occurring since the most recent annual reporting period.

ASU 2025-11 is effective for interim reporting periods within

annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company adopted this guidance and applied it to its

convertible notes issued throughout the years ended December 31, 2024 and 2023.

The Company is currently evaluating the impact

of ASU 2025-11 on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Accounting

Standards Codification Improvements, which clarifies guidance and makes minor improvements across various topics, including earnings per

share, receivables, revenue, income taxes, and equity.

This ASU is effective for annual periods beginning after December 15, 2026, and

interim periods within those annual periods, with early adoption permitted.

The Company is currently evaluating the impact of the new

guidance on its consolidated financial statements and disclosures.

Company has examined recent accounting pronouncements and determined that they will not have a material impact on its financial position,

results of operations, or cash flows.

Note 4 – Debt

Promissory Notes Payable and Promissory

Notes Payable - Related Party

In 2014 and 2016, the Company issued two promissory

notes in the total principal amount of $ 70,000 ;

Notes Payable and Promissory Notes Payable - Related Party

2014 and 2016, the Company issued two promissory notes in the total principal amount of $ 70,000 ;

a $ 40,000 Note issued Dec 19, 2014;

and a $ 30,000 Note issued on March 29, 2016.

note had a one-year maturity date;

Each note had a one-year maturity date;

was governed by California law;

bears interest at 10 % per annum;

and requires notice from the holder

in order for the respective Note to be in default.

The holder of each Note has failed to provide a notice of default under either Note.

Further, enforceability of each Note is uncertain as California law has a 6 -year statute of limitations (commences on the maturity date)

to initiate a collection action on a note.

At December 31, 2023, neither of the Notes was in default and the balance outstanding was $ 70,000 .

During the year ended December 31, 2016, the Company

issued two additional unsecured promissory notes and borrowed an aggregate amount of $ 80,000 .

$ 30,000 is represented by a note issued

on Sept 23, 2016.

bears interest

at 10 % per annum;

and requires notice from the holder in order for the respective Note to be in default.

The holder of each Note

has failed to provide a notice of default under either Note.

Further, enforceability of each Note is uncertain as California law has

a 6 -year statute of limitations (commences on the maturity date) to initiate a collection action on a note.

At December 31, 2023, neither

of the Notes was in default and the balance outstanding was $ 70,000 .

the year ended December 31, 2016, the Company issued two additional unsecured promissory notes and borrowed an aggregate amount of $ 80,000 .

$ 30,000 is represented by a note issued on Sept 23, 2016.

This note had a one-year maturity date;

1 unchanged sentence

bears interest at 10 % per annum;

notice from the holder in order to be in default.

The holder of this Note has failed to provide a notice of default.

Further, enforceability

of this Note is uncertain as California law has a 6 -year statute of limitations (commences on the maturity date) to initiate a collection

action on a note.

At December 31, 2023, this Note was not in default and the balance outstanding was $ 30,000 .

$ 50,000 is represented by

a note issued on Nov 20, 2016.

During the year ended December 31, 2022, total principal and accrued interest in the amount of $ 50,000

of principal and $ 27,972 of interest were converted into a $ 95,088 convertible note dated September 23, 2022.

The replacement note was

converted into shares of our common stock during the quarter ended December 31, 2022.

As of December 31, 2023, the original $ 50,000 note

was no longer issued and outstanding.

Accrued interest at December 31, 2023, on these

notes totaled $ 134,414 .

During the year ended December 31, 2024, the above-mentioned promissory notes were forgiven.

The principal in the amount of $ 100,000 and accrued interest in the amount of $ 2,997 were exchanged

by the new convertible note in the amount of $ 102,997 .

Accrued interest in the amount of $ 131,417 was forgiven by the noteholder.

and requires notice from the holder in order to be in default.

The holder of this Note has failed

to provide a notice of default.

Further, enforceability of this Note is uncertain as California law has a 6 -year statute of limitations

(commences on the maturity date) to initiate a collection action on a note.

At December 31, 2023, this Note was not in default and the

balance outstanding was $ 30,000 .

$ 50,000 is represented by a note issued on Nov 20, 2016.

During the year ended December 31, 2022,

total principal and accrued interest in the amount of $ 50,000 of principal and $ 27,972 of interest were converted into a $ 95,088 convertible

note dated September 23, 2022.

The replacement note was converted into shares of our common stock during the quarter ended December 31,

As of December 31, 2023, the original $ 50,000 note was no longer issued and outstanding.

interest at December 31, 2023, on these notes totaled $ 134,414 .

the year ended December 31, 2024, the above-mentioned promissory notes were forgiven.

The principal in the amount of $ 100,000 and

accrued interest in the amount of $ 2,997 were exchanged by the new convertible note in the amount of $ 102,997 .

Accrued interest

in the amount of $ 131,417 was forgiven by the noteholder.

the year ended December 31, 2022, the Company entered into 5 promissory note agreements in the aggregate amount of $ 250,000 , of which

1 unchanged sentence

The notes have a 1 -year term, bear interest of 7 % and 9 % if paid in cash.

During the year ended December

31, 2023, due dates of 4 promissory notes were extended for 7 – 9 months, of which 3 notes with related parties for $ 175,000 .

total of 1,010,402 shares

of common stock were issued to related party in connection with the agreement of the holder to extend the maturity date of a $ 100,000

The outstanding principal balance was $ 250,000 as of December 31, 2023.

the year ended December 31, 2023, due dates of 4 promissory notes were extended for 7 – 9 months, of which

3 notes with related parties for $ 175,000 .

A total of 1,010,402 shares of common stock were issued to related party in connection

with the agreement of the holder to extend the maturity date of a $ 100,000 note.

The outstanding principal balance was $ 250,000 as

of December 31, 2023.

Accrued interest at December 31, 2023, these notes totaled $ 19,880 .

During the year ended December 31, 2024:

On March 21, 2024, two (2) promissory note agreements with the related party in the aggregate amount of $ 75,000 and accrued interest in the amount of $ 2,710 were exchanged by a new convertible note.

On March 22, 2024, one (1) promissory note in the aggregate amount of $ 50,000 and accrued interest in the amount of $ 5,322 were forgiven by the noteholder.

the year ended December 31, 2024:

March 21, 2024, two (2) promissory note agreements with the related party in the aggregate amount of $ 75,000 and accrued interest

in the amount of $ 2,710 were exchanged by a new convertible note.

March 22, 2024, one (1) promissory note in the aggregate amount of $ 50,000 and accrued interest in the amount of $ 5,322 were

forgiven by the noteholder.

The noteholder was issued a new convertible note in exchange.

On March 22, 2024, one (1) promissory note agreement with the related party in the aggregate amount of $ 100,000 and accrued interest in the amount of $ 10,500 were forgiven by the noteholder.

March 22, 2024, one (1) promissory note agreement with the related party in the aggregate amount of $ 100,000 and accrued interest

in the amount of $ 10,682 were forgiven by the noteholder.

The noteholder was issued a new convertible note in exchange.

On March 28, 2024, one (1) promissory note agreement in the aggregate amount of $ 25,000 was amended with increase in principal to $ 35,471 , increase of intertest rate from 9 % to 10 % and extended for 1 year.

A total of 3,250 shares of common stock were issued as additional consideration for the note amendment.

On October 23, 2024, the Company entered into a transaction that triggered certain most favored nations (MFN) provisions under the note.

As such, the principal amount due under the note has increased resulting in a new principal amount of $ 46,113 .

Additionally, the Company issued 9,223 shares of common stock in compliance with the MFN terms.

March 28, 2024, one (1) promissory note agreement in the aggregate amount of $ 25,000 was amended with increase in principal

to $ 35,471 , increase of intertest rate from 9 % to 10 % and extended for 1 year.

A total of 650 shares

of common stock were issued as additional consideration for the note amendment.

On October 23, 2024, the Company entered into a transaction

that triggered certain most favored nations (MFN) provisions under the note.

As such, the principal amount due under the note has

increased resulting in a new principal amount of $ 46,113 .

Additionally, the Company issued 1,845 shares of common stock

in compliance with the MFN terms.

During the year ended December 31, 2025, the note was extended to July 31, 2025, on April

1, 2025, to October 31, 2025, on July 31, 2025, and to January 31, 2026, on October 31, 2025 , increasing principal to $ 61,376 .

total of 3,598 shares of common stock were issued as additional consideration for the note extensions.

The outstanding

principal balance was $ 61,376 as of December 31, 2025.

Accrued interest as of December 31, 2025, was $ 8,040 .

Between May 16 and August 28, 2024, five (5) short-term promissory notes in the aggregate amount of $ 564,182 were issued to the related party.

The loss generated

by the note extensions during Q4 2025 was $ 5,580 , during 2025 was $ 15,263 .

May 16 and August 28, 2024, five (5) short-term promissory notes in the aggregate amount of $ 564,182 were issued to the related

The notes beared interest of 8 %.

On September 30, 2024, these notes were consolidated into a new note with increase in principal to $ 733,436 , increase of interest rate from 8 % to 10 % and 6-months term.

A total of 146,687 shares of common stock were issued to a related party in connection with the agreement.

The outstanding principal balance was $ 733,436 as of December 31, 2024.

Accrued interest at December 31, 2024, on the note was $ 28,868 .

During the year ended December 31,

2023, the Company entered into short-term promissory note agreement in the amount of $ 125,000 .

The note has a discount of $ 25,000 .

A total of 8,500,000

shares of common stock were issued as additional consideration for the issuance of the note evidencing the loan.

On December 29,

2023, the promissory note was bought by another holder not affiliated with the Company, then exchanged by a new note on January 1,

2024, with an increase of principal to $ 175,000

and interest rate of 10 %.

During the year ended December 31, 2024, the note was extended to July 12, 2024, increasing principal to $ 225,000 .

A total of 22,500

shares of common stock were issued as additional consideration for the note extension.

On December 31, 2024, these notes were consolidated into a new note with increase in

principal to $ 733,436 , increase of interest rate from 8 % to 10 % and 6 -months term.

A total of 29,338 shares

of common stock were issued to a related party in connection with the consolidation and extension agreement.

During the year ended

December 31, 2025, the note was extended to July 31, 2025, on April 1, 2025, to October 31, 2025, on July 31, 2025, and

to January 31, 2026, on October 31, 2025 , increasing principal to $ 976,204 .

A total of 56,510 shares of common stock were

issued as additional consideration for the note extensions.

During the quarter ended December 31, 2025, the noteholder sold the total

of $ 145,000 of the value of his promissory note to two noteholders, of which $ 70,000 to the related party.

The outstanding principal

balance was $ 831,204 as of December 31, 2025.

Accrued interest as of December 31, 2025, was $ 111,709 .

The loss generated by

the note extensions during Q4 2025 was $ 88,746 , during 2025 was $ 242,767 .

the year ended December 31, 2023, the Company entered into short-term promissory note agreement in the amount of $ 125,000 .

a discount of $ 25,000 .

A total of 5,667 shares of common stock were issued as additional consideration for the issuance of

the note evidencing the loan.

On December 29, 2023, the promissory note was bought by another holder not affiliated with the Company,

then exchanged by a new note on January 1, 2024, with an increase of principal to $ 175,000 and interest rate of 10 %.

the year ended December 31, 2024, the note was extended to July 12, 2024 , increasing principal to $ 225,000 .

A total of 4,500 shares

of common stock were issued as additional consideration for the note extension.

During the year ended December 31, 2024, the note was

partially repaid in the amount of $ 150,000 .

The remaining principal in the amount of $ 75,000 and accrued interest in the amount

of $ 32,551 were exchanged into a new promissory note.

The new short-term promissory note in the amount of $ 107,551 beared interest

The outstanding principal balance was $ 107,551 as of September 30, 2024.

During the year ended December 31, 2024, the

note was partially repaid in the amount of $ 150,000 .

The remaining principal in the amount of $ 75,000

and accrued interest in the amount of $ 32,551

were exchanged into a new promissory note.

The new short-term promissory note in the amount of $ 107,551

bears interest of 10 %.

The outstanding principal balance was $ 107,551

as of September 30, 2024.

During the year ended December 31, 2024, the note was extended to March 31, 2025, increasing principal to

A total of 27,963

shares of common stock were issued as additional consideration for the note extension.

note was extended to March 31, 2025 , increasing principal to $ 139,817 .

A total of 5,593 shares of common stock were issued

as additional consideration for the note extensions.

During the year ended December 31, 2025, the note was extended to July 31,

2025, on April 1, 2025, to October 31, 2025 on July 31, 2025, and to January 31, 2026, on October 31, 2025 , increasing principal to $ 186,096 .

A total of 10,797 shares of common stock were issued as additional consideration for the note extensions.

The outstanding principal

balance was $ 186,096 as of December 31, 2025.

Accrued interest as of December 31, 2025, was $ 22,134 .

During the year ended December 31, 2024, short-term

promissory note in the amount of $ 99,098 was issued to the related party.

The note bears interest of 10 %.

The outstanding principal balance

was $ 99,098 as of December 31, 2024.

The loss generated by the note

extensions during Q4 2025 was $ 16,918 , during 2025 was $ 46,279 .

the year ended December 31, 2024, short-term promissory note in the amount of $ 99,098 was issued to the related party.

bears interest of 10 %.

During the year ended December 31, 2025, the note was extended to July 31, 2025, on April 1, 2025, and

to October 31, 2025 on July 31, 2025 , increasing principal to $ 119,909 .

On September 30, 2025, the noteholder sold $ 75,000 of the value

of his promissory note to another related party.

On October 31, 2025, the note was extended to January 31, 2026 , increasing principal

to $ 49,399 .

A total of 5,651 shares of common stock were issued as additional consideration for the note extensions.

The outstanding

principal balance was $ 49,399 as of December 31, 2025.

Accrued interest as of December 31, 2025, was $ 9,755 .

Convertible Notes Payable and Convertible

Notes Payable – Related Party

February 2023, the Company entered into a convertible promissory note agreement in the amount of $ 25,000

with a related party.

The note had a 1 -year

term, beared interest of 9 %

and had a conversion price equal to the lesser of (1) the most recent issuance price;

or, (2) closing price for the common stock on

the maturity date.

The outstanding principal balance was $ 25,000

as of December 31, 2023.

The loss generated

by the note extensions during Q4 2025 was $ 4,491 , during 2025 was $ 25,301 .

the year ended December 31, 2025, the Company entered into 4 promissory note agreements in the aggregate amount of $ 230,000 , of which

$ 155,000 with the related parties.

The notes bear 10 % interest per annum.

One (1) note was extended to January 31, 2026 , increasing

principal to $ 82,500 .

A total of 1,816 shares of common stock were issued as additional consideration for the note extension.

notes are due on January 31, 2026.

The outstanding principal balance was $ 237,500 as of December 31, 2025.

Accrued interest as of

December 31, 2025, was $ 3,916 .

The loss generated by the note extensions during Q4 2025 and 2025 was $ 7,500 .

Notes Payable and Convertible Notes Payable – Related Party

February 2023, the Company entered into a convertible promissory note agreement in the amount of $ 25,000 with a related party.

note had a 1 -year term, beared interest of 9 % and had a conversion price equal to the lesser of (1) the most recent issuance

or, (2) closing price for the common stock on the maturity date.

The outstanding principal balance was $ 25,000 as of December

Accrued interest as of December 31, 2023, was $ 1,881 .

During the year ended December 31, 2024, total

principal in the amount of $ 25,000

and accrued interest in the amount of $ 2,574

were forgiven by the noteholder.

The noteholder was issued new convertible note in exchange for the convertible note of $ 25,000

and a promissory note of $ 100,000 .

new note in the amount of $ 138,074

had a 1 -year term, beared interest of 7.5 %.

year ended December 31, 2024, conditions of the issued note were amended under the Most Favored Nation (MFN) provision (see

year ended December 31, 2023, the Company entered into Note Purchase Agreements with seven investors not affiliated with the Company (the

“Purchasers”) pursuant to which the Purchasers purchased from the Company convertible notes (the “Convertible Notes”)

with an aggregate principal amount of $ 2,000,000 .

A total of 67,239 shares of common stock were issued according to the note agreements

or as additional consideration for the issuance of the notes.

The outstanding principal and accrued interest balances at December 31,

2023, were $ 2,000,000 and $ 95,396 , respectively.

The Convertible

Notes provide for a maturity of 12-months;

During the year ended December 31, 2024, total principal in the amount

of $ 25,000 and accrued interest in the amount of $ 2,574 were forgiven by the noteholder.

The noteholder was issued new convertible

note in exchange for the convertible note of $ 25,000 and a promissory note of $ 100,000 .

The new note in the amount of $ 138,074 had

a 1 -year term, beared interest of 7.5 %.

During the year ended December 31, 2024, conditions of the issued note were amended

under the Most Favored Nation (MFN) provision (see below).

the year ended December 31, 2023, the Company entered into Note Purchase Agreements with seven investors not affiliated with the Company

(the “Purchasers”) pursuant to which the Purchasers purchased from the Company convertible notes (the “Convertible

Notes”) with an aggregate principal amount of $ 2,000,000 .

A total of 3,032 shares of common stock were issued according

to the note agreements or as additional consideration for the issuance of the notes.

The outstanding principal and accrued interest balances

at December 31, 2023, were $ 2,000,000 and $ 95,396 , respectively.

Convertible Notes provide for a maturity of 12 -months;

7.5 % interest per annum;

and no right to prepay during the first 6-months after the date of

issuance (the “Issuance Date”).

The Convertible Notes are convertible into shares of common stock of the Company (the “Conversion

Shares”) as follows:

and no right to prepay during the first 6-months

after the date of issuance (the “Issuance Date”).

The Convertible Notes are convertible into shares of common stock of the

Company (the “Conversion Shares”) as follows:

The Convertible Notes automatically convert into Conversion Shares upon the shares of the Company’s common stock being listed on

8 unchanged sentences

The Purchasers have the right to convert into Conversion Shares, in whole or in part, at any time after 180-days following the Issuance

The conversion price for the Conversion Shares in a voluntary conversion shall be equal to 65 % of the volume weighted average price

for the Company’s common stock during the 20-consecutive trading days preceding the conversion.

the year ended December 31, 2024, notes with

six investors not affiliated with the Company were amended with an increase in principal from $ 1,950,000

to $ 3,394,584 ,

increase of interest rate from 7.5 %

and extended until March 31, 2025.

A total of 234,000

shares of common stock were issued

according to the note agreements or as additional consideration for the note amendment.

of December 31, 2024, total principal and accrued interest on these six notes totaled $ 3,394,584

and $ 227,398 ,

respectively.

of the note with one (1) Purchaser were amended twice (once under the MFN provision) resulting in an increase in principal from

increase of interest rate from 7.5 %

and extended until March 31, 2025.

Additionally, the Company issued 30,832 shares of

common stock in compliance with the MFN terms.

The conversion price for the Conversion Shares in a voluntary conversion shall be equal to 65 % of the volume weighted average

price for the Company’s common stock during the 20-consecutive trading days preceding the conversion.

the year ended December 31, 2024, notes with six investors not affiliated with the Company were amended with an increase in principal

from $ 1,950,000 to $ 3,394,584 , increase of interest rate from 7.5 % to 10 % and extended until March 31, 2025.

A total of 186,485 shares

of common stock were issued according to the note agreements or as additional consideration for the note amendments.

During the year

ended December 31, 2025, the notes were extended to July 31, 2025, on April 1, 2025, to October 31, 2025 on July 31, 2025, and to

January 31, 2026, on October 31, 2025, increasing principal to $ 4,518,191 .

A total of 266,052 shares of common stock were issued

as additional consideration for the note extensions.

As of December 31, 2025, total principal and accrued interest on these six notes

totalled $ 4,518,191 and $ 619,294 , respectively.

The loss generated by the note extensions during Q4 2025 was $ 410,745 , during 2025

was $ 1,123,607 .

of the note with one (1) purchaser were amended several times (once under the MFN provision) resulting in an increase in principal from

$ 50,000 to $ 118,670 , increase of interest rate from 7.5 % to 10 % and extended until January 31, 2026.

Additionally, the

Company issued 3,567 shares of common stock in compliance with the MFN terms and 8,275 shares of common stock were

issued as additional consideration for the note extensions.

Accrued interest as of December 31, 2025, was $ 15,965 .

the year ended December 31, 2024, the

Company entered into ten convertible promissory note agreements in the aggregate amount of $ 736,511 ,

of which $ 447,787

with the related parties.

Convertible Notes provided for a maturity of 10 and 12 months;

interest per annum.

During the year ended December 31, 2024, conditions

of the notes were amended under the Most Favored Nation (MFN) provision resulting in increase in principal to $ 1,047,321

(of which $ 631,811

with the related parties), increase of interest rate from 7.5 %

for all notes and extended until March 31, 2025.

The loss generated

by the note extension during Q4 2025 was $ 10,788 , during 2025 was $ 29,511 .

the year ended December 31, 2024, the Company entered into ten convertible promissory note agreements in the aggregate amount of $ 736,511 ,

of which $ 447,787 with the related parties.

The Convertible Notes provided for a maturity of 10 and 12 months ;

and 10 % interest per annum.

During the year ended December 31, 2024, conditions of the notes were amended under the Most Favored

Nation (MFN) provision resulting in increase in principal to $ 1,047,321 (of which $ 631,811 with the related parties), increase

of interest rate from 7.5 % to 10 % for all notes and extended until March 31, 2025.

Additionally, the Company issued 1,430

shares of common stock in compliance with the MFN terms.

interest as of December 31, 2024, was $ 46,866 .

shares of common stock according to the note agreements and 48,098 shares of common stock in compliance with the MFN terms.

the year ended December 31, 2025, the notes were extended to July 31, 2025, on April 1, 2025, to October 31, 2025 on July 31, 2025,

and to January 31, 2026, on October 31, 2025, increasing principal to $ 1,393,983 (of which $ 840,940 was with the related parties).

A total of 81,751 shares of common stock were issued as additional consideration for the note extensions.

Accrued interest as of

December 31, 2025, was $ 183,987 .

The loss generated by the note extensions during Q4 2025 was $ 126,726 , during 2025 was $ 346,662 .

the year ended December 31, 2025:

company entered into five convertible promissory note agreements in the aggregate amount of $ 105,000 , of which $ 80,000 with

the related parties.

The Convertible Notes bear 10 % interest per annum.

During the year ended December 31, 2025, the notes were

extended to July 31, 2025, on April 1, 2025, to October 31, 2025 on July 31, 2025, and to January 31, 2026, on October 31, 2025,

increasing principal to $ 139,755 (of which $ 106,480 was with the related parties).

A total of 7,829 shares of common

stock were issued as additional consideration for the note extensions.

Accrued interest as of December 31, 2025, was $ 10,709 .

loss generated by the note extensions during Q4 2025 was $ 12,705 , during 2025 was $ 34,755 .

company entered into seven convertible promissory note agreements in the aggregate amount of $ 245,000 , of which $ 50,000 with

the related party.

The Convertible Notes bear 10 % interest per annum.

On July 31, 2025, the notes were extended to October

31, 2025, and on October 31, 2025 to January 31, 2026 , increasing principal to $ 296,450 (of which $ 60,500 with the related

A total of 12,812 shares of common stock were issued as additional consideration for the note extensions.

Accrued interest

as of December 31, 2025, was $ 17,972 .

The loss generated by the note extensions during Q4 2025 was $ 26,950 , during 2025 was $ 51,450 .

company entered into seven short-term convertible promissory note agreements in the aggregate amount of $ 424,921 , of which $ 299,921 with

the related parties.

The Convertible Notes bear 10 % interest per annum.

Conditions of five notes were amended under the Most

Favored Nation (MFN) provision resulting in increase in principal.

Additionally, the Company issued 8,412 shares of common stock

in compliance with the MFN terms.

On October 31, 2025 the notes were extended to January 31, 2026.

Note amendment under the MFN provision

and note extensions resulted in increase in principal to $ 480,143 (of which $ 331,643 was with the related parties).

of 4,961 shares of common stock were issued as additional consideration for the note extensions.

Accrued interest as of December

31, 2025, was $ 12,944 .

The loss generated by the note extensions during Q4 2025 was $ 43,649 , during 2025 was $ 55,221 .

maturities of debt remaining as of December 31, 2025, for each respective fiscal year end are as follows:

of Maturities of Debt

Schedule of Maturities of Debt

5 - Capital Lease Obligations

year ended December 31, 2018, the Company entered into various capital lease agreements.

The leases expire at various points through the

year ended December 31, 2023.

The following

schedule provides minimum future rental payments required as of December 31, 2024.

of Minimum Future Rental Payments

Total minimum lease payments

Amount represented interest

Present value of minimum lease payments and guaranteed residual value

the year ended December 31, 2018, the Company entered into various capital lease agreements.

The leases expire at various points through

the year ended December 31, 2023.

The remaining balance of $ 36,254 under these lease agreements was written off as of December 31,

6 - Capital Stock

16, 2025, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to effect a reverse stock split of the

issued and outstanding shares of its common stock at a ratio of one share for every 5 shares outstanding prior to the effective date of

the reverse stock split.

January 16, 2025, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to effect a reverse stock split

of the issued and outstanding shares of its common stock at a ratio of one share for every 5 shares outstanding prior to the effective

date of the reverse stock split.

The reverse stock split became effective on January 24, 2025.

The total number of authorized shares of common

stock was reduced from 4,500,000,000 shares to 100,000,000 shares.

The par value of the class Common Stock will remain the same at $ 0.001

The 10,000,000 authorized shares of the Corporation’s preferred stock, par value $ 0.001 per share will not change.

filed a certificate of amendment to its certificate of incorporation, which effectuated as of December 8, 2023, a reverse split of the

Company’s common stock by a ratio of one-for-300 (the “Reverse Split”).

All per share amounts and number of shares in

the consolidated financial statements and related notes have been retroactively restated to reflect the Reverse Split.

20, 2022 the Company, following receipt of written approval from stockholders acting without a meeting and holding at least the minimum

number of votes that would be necessary to authorize or take such action at a meeting, filed an amendment to its Certificate of Incorporation

to (i) change the name of the Company to “American Battery Materials, Inc.” (the “Name Change”);

and (ii) increase

the total number of authorized shares of the Company’s common stock, par value $ 0.001 per share, from 600,000,000 to 4,500,000,000

(the “Authorized Share Increase”).

The total number of authorized shares

of common stock was reduced from 4,500,000,000 shares to 100,000,000 shares.

The par value of the class Common Stock

will remain the same at $ 0.001 per share.

The 10,000,000 authorized shares of the Corporation’s preferred stock,

par value $ 0.001 per share will not change.

Company filed a certificate of amendment to its certificate of incorporation, which effectuated as of December 8, 2023, a reverse split

of the Company’s common stock by a ratio of one-for-300 (the “Reverse Split”).

All per share amounts and

number of shares in the consolidated financial statements and related notes have been retroactively restated to reflect the Reverse Split.

October 20, 2022 the Company, following receipt of written approval from stockholders acting without a meeting and holding at least the

minimum number of votes that would be necessary to authorize or take such action at a meeting, filed an amendment to its Certificate

of Incorporation to (i) change the name of the Company to “American Battery Materials, Inc.” (the “Name Change”);

and (ii) increase the total number of authorized shares of the Company’s common stock, par value $ 0.001 per share, from 600,000,000 to 4,500,000,000 (the

“Authorized Share Increase”).

The Authorized Share Increase was effective as of October 20, 2022.

The Name Change was

processed by FINRA and was effective as of May 1, 2023, at which time the Company’s trading symbol was changed to BLTH.

20, 2022, in addition to the Name Change and the Authorized Share Increase, the holder of 63.86 % of the issued and outstanding shares

of stock of the Company entitled to vote took action by written consent and without a meeting, pursuant to Delaware General Corporate

The Name Change was processed

by FINRA and was effective as of May 1, 2023, at which time the Company’s trading symbol was changed to BLTH.

October 20, 2022, in addition to the Name Change and the Authorized Share Increase, the holder of 63.86 % of the issued and outstanding

shares of stock of the Company entitled to vote took action by written consent and without a meeting, pursuant to Delaware General Corporate

Law Section 228 and adopted and approved the following actions:

Future amendment of the Company’s Certificate of Incorporation to implement a decrease in the authorized shares of the Company’s Common Stock from 4,500,000,000 to a number of not less than 10,000,000 and not more than 2,000,000,000 (the “Authorized Share Reduction”), at any time prior to October 20, 2023 (the “Anniversary Date”), with the Board having the discretion to determine whether or not the Authorized Share Reduction is to be effected, and if effected, the exact number of the Authorized Share Reduction within the above range.

Future amendment of the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-1,000 , (the “Reverse Split”), at any time prior to the Anniversary Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected and if effected, the exact ratio for the Reverse Split within the above range.

has authorization for preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to common stock.

As of December 31, 2024, and December 31, 2023, there were 10,000,000 shares of preferred stock authorized, and 0 and 0 shares issued and

outstanding, respectively.

has authorized 100,000,000 shares of common stock, with 2,586,982 and 2,275,367 shares issued and outstanding at December 31, 2024 and

December 31, 2023, respectively.

year ended December 31, 2024, the Company issued 35,444 shares of common stock for services valued at $ 53,285 and 276,171 shares of common

stock for note modification.

During the year ended December 31, 2023, the Company

issued 111,055 shares of its common stock, including 34,102 shares of common stock for services valued at $ 203,002 ;

39,298 shares of common

stock upon warrant exercises for an aggregate exercise price of $ 224,000 ;

11,200 shares of common stock upon cashless warrant exercise;

6,667 shares of common stock upon conversion of 50,000 shares of its Series A Preferred stock, 11,090 shares of common stock for note

modification, and 8,698 shares of common stock in relation to issuance of promissory and convertible notes.

amendment of the Company’s Certificate of Incorporation to implement a decrease in the authorized shares of the Company’s

Common Stock from 4,500,000,000 to a number of not less than 10,000,000 and not more than 2,000,000,000 (the

“Authorized Share Reduction”), at any time prior to October 20, 2023 (the “Anniversary Date”), with the Board

having the discretion to determine whether or not the Authorized Share Reduction is to be effected, and if effected, the exact number

of the Authorized Share Reduction within the above range.

amendment of the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s Common Stock

by a ratio of not less than 1-for-10 and not more than 1-for-1,000 , (the “Reverse Split”), at any time

prior to the Anniversary Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected

and if effected, the exact ratio for the Reverse Split within the above range.

Company has authorization for preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to

common stock.

As of December 31, 2025, and December 31, 2024, there were 10,000,000 shares of preferred stock authorized, and 0 shares

issued and outstanding.

Company has authorized 100,000,000 shares of common stock, with 3,142,371 and 2,586,982 shares issued and

outstanding at December 31, 2025 and December 31, 2024.

the year ended December 31, 2025, the Company issued 87,858 shares of common stock for services valued at

$ 605,690 and 467,531 shares of common stock for note modification.

the year ended December 31, 2024, the Company issued 35,444 shares of common stock for services valued at $ 53,285 and 276,171 shares

of common stock for note modification.

7 - Stock Options and Warrants

As of December

31, 2024, the Company had the following warrant securities outstanding:

of Warrant Securities Outstanding

Exercise Price

2020 Warrants for services

2022 Exchange warrants

September 2025

of all warrant activity for the year ended December 31, 2024, is as follows:

of Warrant Activity

Balance outstanding at December 31, 2023

Balance outstanding at December 31, 2024

Exercisable at December 31, 2024

The intrinsic

value of the outstanding warrants as of December 31, 2024, was $ 0 , as the exercise prices exceeded the common stock’s fair market

value per share on that date.

of December 31, 2025, the Company had no warrant securities outstanding.

summary of all warrant activity for the year ended December 31, 2025, is as follows:

Schedule of Warrant Activity

outstanding at December 31, 2024

outstanding at December 31, 2025

at December 31, 2025

options are awarded to the Company’s employees, consultants and non-employee members of the board of directors under the Equity

Incentive Plan and are generally granted with an exercise price equal to the market price of the Company’s common stock at

the date of grant.

The aggregate fair value of these stock options granted by the Company during the year

ended December 31, 2024, was determined to be $ 226,945 using

the Black-Scholes-Merton option-pricing model based on the following assumptions:

(i) volatility rate of 31 %, (ii) discount rate of 0 %,

(iii) zero expected dividend yield, (iv) risk-free rate of 4.03 %, (v) price of $ 0.31 ,

and (vi) expected life of 3 years.

A summary of option activity under the Company’s Equity

Incentive Plan as of December 31, 2024, and changes during the year then ended, is presented below:

of Stock Option Activity Under Equity Incentive Plan

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term

Balance outstanding at December 31, 2023

Cancelled or expired

Balance outstanding at December 31, 2024

Exercisable at December 31, 2024

Incentive Plan and are generally granted with an exercise price equal to the market price of the Company’s common stock at the

date of grant.

The aggregate fair value of these stock options granted by the Company during the year ended December 31, 2025, was determined

to be $ 20,023 using the Black-Scholes-Merton option-pricing model based on the following assumptions:

(i) volatility rate of 31 %,

(ii) discount rate of 0 %, (iii) zero expected dividend yield, (iv) risk-free rate of 3.88 %, (v) price of $ 7.5 , and

(vi) expected life of 10 years.

For the year ended December 31, 2025, the Company recognized stock-based compensation expense

of $ 232,668 related to stock options.

A summary of option activity under the Company’s Equity Incentive Plan as of December 31,

2025, and changes during the year then ended, is presented below:

Schedule of Stock Option Activity Under Equity Incentive Plan

Exercise Price

outstanding at December 31, 2024

outstanding at December 31, 2025

at December 31, 2025

Incentive Plan

1 unchanged sentence

and on July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan and the issuance

under the Plan of 16,667

On November 16, 2017, the Board of Directors approved an increase of 33,333

shares to be made available for issuance under the Plan.

Accordingly, the total number

of shares of common stock available for issuance under the Plan is 50,000

On August 13, 2024, the Board of Directors adopted the American Battery

Materials Inc.

2024 Incentive Compensation Plan, which was deemed desirable and in the best interests of the Corporation, authorizing

the executive officers to implement and administer this new plan, reserving 800,000

shares of Common Stock for issuance.

Awards may be granted to employees, officers, directors,

consultants, agents, advisors and independent contractors of the Company and its related companies.

Such options may be designated at

the time of grant as either incentive stock options or non-qualified stock options.

under the Plan of 16,667 shares.

On November 16, 2017, the Board of Directors approved an increase of 33,333 shares

to be made available for issuance under the Plan.

Accordingly, the total number of shares of common stock available for issuance under

the Plan is 50,000 shares.

On August 13, 2024, the Board of Directors adopted the American Battery Materials Inc.

2024 Incentive

Compensation Plan, which was deemed desirable and in the best interests of the Corporation, authorizing the executive officers to implement

and administer this new plan, reserving 800,000 shares of Common Stock for issuance.

Awards may be granted to employees, officers,

directors, consultants, agents, advisors and independent contractors of the Company and its related companies.

Such options may be designated

at the time of grant as either incentive stock options or non-qualified stock options.

Stock-based compensation includes expense charges

2 unchanged sentences

Generally, the Company issues stock options

that vest over three years and expire in 5

There are currently no awards issued and outstanding under the Plan.

Note 8 – Earnings Per Share

Earnings per share calculations are performed

in accordance with ASC 260, ‘Earnings Per Share’.

Basic earnings per share is calculated using the weighted average number of common

shares issued and outstanding during the period, which were 2,377,691 and 2,231,671 for the years ended December 31, 2024, and December

31, 2023, respectively.

Diluted earnings per share includes the dilutive effect of potential common shares, such as those issuable under

convertible debt agreements, stock options, warrants, and preferred stock, unless their inclusion is anti-dilutive.

For the years ended

December 31, 2024, and December 31, 2023, approximately 63,236 and 126,324 potential common shares, respectively, were excluded from

the diluted earnings per share calculation due to the Company’s reported net losses, as their inclusion would have reduced the

loss per share, rendering them anti-dilutive.

The determination of anti-dilution was based on the application of the treasury stock method

for options and warrants and the if-converted method for convertible debt and preferred stock, as applicable.

Note 9 - Income Taxes

Loss from operations before provision (benefit)

for income taxes and associated tax provision (benefit) are summarized in the following table:

of Loss from Operations Before Provision (Benefit) for Income Taxes and Associated Tax Provision (Benefit)

Years ended December 31,

Net Income (Loss)

that vest over three years and expire in 5 to 10 years.

As of December 31, 2025, all outstanding awards have been

granted under the Plan.

8 – Earnings Per Share

per share calculations are performed in accordance with ASC 260, ‘Earnings Per Share’.

Basic earnings per share is calculated

using the weighted average number of common shares issued and outstanding during the period, which were 2,806,083 and 2,377,691 for

the year ended December 31, 2025, and December 31, 2024, respectively.

Diluted earnings per share includes the dilutive effect of potential

common shares, such as those issuable under convertible debt agreements, stock options, warrants, and preferred stock, unless their inclusion

is anti-dilutive.

For the years ended December 31, 2025, and December 31, 2024, approximately 192,672 and 63,236 potential

common shares, respectively, were excluded from the diluted earnings per share calculation due to the Company’s reported net losses,

as their inclusion would have reduced the loss per share, rendering them anti-dilutive.

The determination of anti-dilution was based

on the application of the treasury stock method for options and warrants and the if-converted method for convertible debt and preferred

stock, as applicable.

9 - Segment Information

Company operates and manages its business as one operating and reportable segment, which is the business of renewable energy

focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner.

The Company’s

chief operating decision maker (“CODM”) is its Chief Executive Officer.

The Company’s measure of segment profit or

loss is net income.

For purposes of evaluating performance and allocating resources, the CODM reviews the financial information and evaluates

net income against comparable prior periods and the Company’s forecast.

the fiscal year ended December 31, 2025, the CODM regularly receives and reviews the Company’s net income, and significant operating

expenses categories, which are integral to the measure of operating performance.

The significant expense categories include employee

compensation, office operations and professional services.

These expenses are presented below as they are included in the net income

measure used by the CODM:

Schedule of Segment Information

and administrative

$ ( 1,359,879 )

$ ( 672,944 )

Income (Loss)

operating expenses

( 1,863,256 )

( 1,568,707 )

Total Current

Expenses / Income

(loss) on extinguishment of debt

( 1,744,906 )

( 1,842,273 )

Total Deferred

value of stock issued for note modification

( 2,082,423 )

Less Increase in Allowance

Total Income Tax Provision (Benefit)

The significant components of the deferred tax

assets and liabilities are summarized below:

of Deferred Tax Assets and Liabilities

Years ended December 31,

Deferred Tax Assets (Liabilities):

Net Operating Loss Carry-Forwards

Depreciable and Amortizable Assets

Stock Based Compensation

Accrued Compensation

Less Valuation Allowance

other expenses / income

( 4,547,308 )

( 2,738,211 )

Net Deferred Tax Assets (Liabilities)

At December 31, 2024 and 2023, the Company has

available net operating loss carry-forwards for federal and state income tax purposes of approximately $ 19.5 million and $ 15.2 million,

respectively.

Of the federal net operating loss carryforward, $ 16.2 million, if not utilized earlier, expires through 2040 and $ 3.3 million

will carry-forward indefinitely.

The state net operating loss carryforwards expire through 2043, if not utilized earlier.

Due to the uncertainty

as to the Company’s ability to generate sufficient taxable income in the future and utilize the net operating loss carry-forwards

before they expire, the Company has recorded a valuation allowance to fully offset the net operating loss carry-forwards, as well as the

total net deferred tax assets.

Internal Revenue Code Section 382 (“Section

382”) imposes limitations on the availability of a company’s net operating losses and other corporate tax attributes as certain

significant ownership changes occur.

As a result of the historical equity instrument issuances by the Company, a Section 382 ownership

change may have occurred and a study will be required to determine the date of the ownership change, if any.

The amount of the Company’s

net operating losses and other tax attributes incurred prior to any ownership change may be limited based on the Company’s value.

A full valuation allowance has been established for the Company’s deferred tax assets, including net operating losses and any other

corporate tax attributes.

During the years ended December 31, 2024 and 2023,

the Company had no unrecognized uncertain tax positions.

The Company’s policy is to recognize interest accrued and penalties related

to unrecognized uncertain tax positions in tax expense.

The Company files income tax returns in the U.S.

federal jurisdiction, as well as the states of California, Florida, Illinois and New York.

The tax years 2020-2024 generally remain open

to examination by the U.S.

federal and state taxing authorities.

A reconciliation of the income tax provision using

the statutory U.S.

income tax rate compared with the actual income tax provision reported on the consolidated statements of operations

is summarized in the following table:

of Reconciliation of Income Tax Provision

Years ended December 31,

Statutory United States federal rate

State income tax, net of federal benefit

Change in valuation allowance

Stock based compensation

Permanent differences

Effective tax rate benefit (provision)

Note 10 - Segment Information

The Company operates and manages its business as one operating and

reportable segment, which is the business of renewable energy focused on the extraction, refinement and distribution of technical minerals

in an environmentally responsible manner.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive

The Company’s measure of segment profit or loss is net income.

For purposes of evaluating performance and allocating resources,

the CODM reviews the financial information and evaluates net income against comparable prior periods and the Company’s forecast.

For the fiscal year ended December 31, 2024, the CODM regularly receives

and reviews the Company’s net income, and significant operating expenses categories, which are integral to the measure of operating

The significant expense categories include employee compensation, office operations and professional services.

These expenses

are presented below as they are included in the net income measure used by the CODM:

Schedule of Segment Information

Year Ended December 31,

General and administrative

Wages and related

Income (Loss)

$ ( 6,410,564 )

$ ( 4,306,918 )

Office Operations

Professional Services

10 - Income Taxes

from operations before provision (benefit) for income taxes and associated tax provision (benefit) are summarized in the following table:

Schedule of Loss from Operations Before Provision (Benefit) for Income Taxes and Associated Tax Provision (Benefit)

Income (Loss)

ended December 31,

Income (Loss)

$ ( 6,410,564 )

Other Operating Expenses

Total Operating Expenses

$ ( 4,306,918 )

Income (Loss)

$ ( 6,410,564 )

Other Expenses / Income

Gain (loss) on extinguishment of debt

$ ( 4,306,918 )

Fair value of stock issued for note modification

Interest expense

Total Other Expenses / Income

$ ( 998,912 )

Net Income (Loss)

( 1,189,181 )

Increase in Allowance

Income Tax Provision (Benefit)

significant components of the deferred tax assets and liabilities are summarized below:

Schedule of Deferred Tax Assets and Liabilities

ended December 31,

Tax Assets (Liabilities):

Operating Loss Carry-Forwards

and Amortizable Assets

Based Compensation

of debt discount

Valuation Allowance

( 5,561,239 )

( 5,630,882 )

Deferred Tax Assets (Liabilities)

December 31, 2025 and 2024, the Company has available net operating loss carry-forwards for federal and state income tax purposes of

approximately $ 18.5 million and $ 19.5 million, respectively.

Of the federal net operating loss carryforward, $ 16.2 million, if not utilized

earlier, expires through 2040 and $ 2.0 million will carry-forward indefinitely.

Due to the uncertainty as to the Company’s ability

to generate sufficient taxable income in the future and utilize the net operating loss carry-forwards before they expire, the Company

has recorded a valuation allowance to fully offset the net operating loss carry-forwards, as well as the total net deferred tax assets.

Revenue Code Section 382 (“Section 382”) imposes limitations on the availability of a company’s net operating losses

and other corporate tax attributes as certain significant ownership changes occur.

As a result of the historical equity instrument issuances

by the Company, a Section 382 ownership change may have occurred and a study will be required to determine the date of the ownership

change, if any.

The amount of the Company’s net operating losses and other tax attributes incurred prior to any ownership change

may be limited based on the Company’s value.

A full valuation allowance has been established for the Company’s deferred tax

assets, including net operating losses and any other corporate tax attributes.

the years ended December 31, 2025 and 2024, the Company had no unrecognized uncertain tax positions.

The Company’s policy is to

recognize interest accrued and penalties related to unrecognized uncertain tax positions in tax expense.

Company files income tax returns in the U.S.

federal jurisdiction.

The tax years 2022-2025 generally remain open to examination by the

federal and state taxing authorities.

reconciliation of the income tax provision using the statutory U.S.

income tax rate compared with the actual income tax provision reported

on the consolidated statements of operations is summarized in the following table:

Schedule of Reconciliation of Income Tax Provision

ended December 31,

United States federal rate

income tax, net of federal benefit

in valuation allowance

based compensation

rate differential between jurisdictions

net operating loss adjustment

tax rate benefit (provision)

11 - Subsequent Events

January 1, 2025, 2,000 warrants issued in 2020 for services, with an exercise price of $ 7.50 per share, expired in accordance with their

original terms.

As of December 31, 2024, these warrants were outstanding and had no intrinsic value, as the exercise price exceeded the

market price of the company’s common stock.

The expiration of these warrants does not impact the financial position or results

of operations as presented in the accompanying financial statements, as no adjustments were required.

16, 2025, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to effect a reverse stock split of the

issued and outstanding shares of its common stock at a ratio of one share for every 5 shares outstanding prior to the effective date of

the reverse stock split.

The reverse stock split became effective on January 24, 2025.

The total number of authorized shares of common

stock was reduced from 4,500,000,000 shares to 100,000,000 shares.

The par value of the class Common Stock will remain the same at $ 0.001

The 10,000,000 authorized shares of the Corporation’s preferred stock, par value $ 0.001 per share will not change.

15, 2025, the Company issued a convertible promissory note for the principal amount of $ 25,000 .

10, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $ 10,000 .

11, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $ 10,000 .

27, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $ 10,000 .

7, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $ 50,000 .

Changes In and Disagreements With Accountants

On Accounting and Financial Disclosure.

January 16, 2026, the Company issued 35,013 shares of common stock for exercise of stock options.

January 16, 2026, the Company issued 2,635 shares of common stock for services provided.

February 23, 2026, the Company issued a promissory note for the principal amount of $ 50,000 .

March 16, 2026, the Company issued 5,000 shares of common stock for services provided.

March 16, 2026, the Company entered into extension agreements with certain noteholders of its promissory and convertible notes.

the terms of these agreements, the maturity dates of the notes were extended to June 30, 2026 .

In consideration for the extensions,

the noteholders received a 12.5 % increase in the principal amount of their notes and additional shares of common stock.

additional shares issued in connection with these extensions amounted to 542,066 shares, and the aggregate principal increase was

$ 1,045,346 .

On March 18, 2026, the Company issued a promissory note for the principal amount of $ 25,000 .

Changes In and Disagreements With Accountants On Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data