What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-07 · 319 added, 294 removed, 541 unchanged (53% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30,

Current assets

12 unchanged sentences

Convertible notes payable – related party

Current capital lease obligation

Total current liabilities

4 unchanged sentences

Additional paid in capital

Stock to be issued

Accumulated deficit

10 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

March 31, 2026

March 31, 2025

Operating Expenses

2 unchanged sentences

Operating loss

( 1,509,194 )

( 1,215,845 )

Other Expenses / Income

Gain (loss) on extinguishment of debt

( 1,045,346 )

Fair value of stock issued for note modification

3 unchanged sentences

( 3,847,447 )

( 2,774,578 )

Income (loss) from operations before income taxes

( 4,227,409 )

( 4,283,772 )

( 2,041,882 )

Provision for income taxes

2 unchanged sentences

$ ( 403,639 )

$ ( 4,283,772 )

$ ( 2,041,882 )

Net loss per share – basic and diluted

3 unchanged sentences

Statements of Changes in Stockholders’ Deficit

months Ended September 30, 2025 and 2024

Months Ended March 31, 2026 and 2025

Preferred stock

3 unchanged sentences

$ ( 6,806,565 )

Shares issued for services

Shares issued for note modification

( 2,041,882 )

Balance as of September 30, 2024

Share-based compensation

Balance as of March 31, 2025

$ ( 24,950,196 )

7 unchanged sentences

Shares issued for note modification

Fair value of options

Shares issued for options exercise

Share-based compensation

( 4,227,409 )

Balance as of September 30, 2025

Balance as of March 31, 2026

$ ( 35,184,530 )

5 unchanged sentences

Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

Three Months Ended

Cash Flows from Operating Activities

7 unchanged sentences

Fair value of stock issued for note modification

Amortization of debt discount

Changes in operating assets and liabilities:

8 unchanged sentences

Proceeds from promissory notes

Repayment of promissory notes

$ ( 225,000 )

Proceeds from promissory notes – related party

Proceeds from options exercise

Net cash provided by financing activities

Net decrease in cash

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

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

1 unchanged sentence

to Condensed Consolidated Financial Statements

the Nine months Ended September 30, 2025 and 2024 (Unaudited)

the Three Months Ended March 31, 2026 and 2025 (Unaudited)

1 - Nature of the Business

2 unchanged sentences

of technical minerals in an environmentally responsible manner.

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.

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.

November 5, 2021, the Company acquired the rights to 102 Federal Mining Claims located in the Lisbon Valley of Utah for $ 100,000 .

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 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.

44 unchanged sentences

The Company had a net loss of $ 4,227,409

during the nine months ended September 30, 2025, has accumulated losses totaling $ 28,830,329 , and has a working capital deficit of $ 9,237,497

as of September 30, 2025.

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

The consolidated

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

during the three months ended March 31, 2026, has accumulated losses totaling $ 35,184,530 , and has a working capital deficit of $ 12,061,834

as of March 31, 2026.

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

23 unchanged sentences

and equipment are stated at cost less depreciation.

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

life of the assets.

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

Expenditures for repairs and maintenance are

charged to expense as incurred.

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

useful life of the assets.

Equipment has estimated useful lives between three 3

Expenditures for ordinary repairs and maintenance are charged to expense as incurred.

of Long-lived Assets

15 unchanged sentences

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

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

$ 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;

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 nine months ended September 30, 2025 and 2024.

No impairment or capitalizable

costs related to the mineral claims were noted during the three months ended March 31, 2026 and 2025.

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

4 unchanged sentences

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 September 30, 2025 and 2024, there were approximately 0 and 285,728 shares respectively, potentially issuable under convertible debt

of March 31, 2026 and 2025, there were approximately 254,025 and 47,446 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

nine months ended September 30, 2025 and 2024 because their inclusion would have been anti-dilutive due to the Company’s net losses

three months ended March 31, 2026 and 2025 because their inclusion would have been anti-dilutive due to the Company’s net losses.

Financial Instruments

46 unchanged sentences

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 nine months ended September 30, 2025 and 2024.

Company recognized $ 0 revenue during the three months ended March 31, 2026 and 2025.

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

1 unchanged sentence

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.

amended by ASU 2020-06, Debt—Debt with Conversion and Other Options.

This standard

48 unchanged sentences

Accounting Pronouncements

August 2020, the FASB issued ASU No.

2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which

simplifies the accounting for convertible instruments.

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 own equity.

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.

Early adoption is permitted.

The Company adopted this guidance and applied it to its convertible notes issued throughout the nine months ended September 30, 2025

In December 2023, the FASB issued ASU No.

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.

The Company does not expect

a material impact upon adoption.

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

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

In 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.

In 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.

2024-03, Income Statement (Reporting Comprehensive Income) Expense Disaggregation

Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This guidance requires public business entities to disaggregate

certain income statement expense captions (such as cost of sales, selling, general and administrative, research and development, etc.)

into specified categories in the footnotes.

ASU 2025-01 (issued January 2025) clarified the effective dates This guidance is effective

for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

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.

1 unchanged sentence

In 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.

In July 2025, the FASB issued ASU No.

2025-07, Leases (Topic 842):

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.

2025-01, Income Statement (Reporting Comprehensive Income) Expense Disaggregation

Disclosures (Subtopic 220-40):

Clarifying the Effective Date.

This ASU solely clarifies the effective date of ASU 2024-03 (see above).

The Company does not expect a material impact.

December 2025, the FASB issued ASU No.

2025-11, 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

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statements

and related disclosures.

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,

34 unchanged sentences

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

The principal in the amount of $ 100,000 and accrued

15 unchanged sentences

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.

March 22, 2024, one (1) promissory note in the aggregate amount of $ 50,000

and accrued interest in the amount of $ 5,322

was exchanged by a new convertible note.

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.

The noteholder was issued a new convertible note in exchange.

in the amount of $ 10,682 was exchanged by a new convertible note.

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.

increase of interest rate from 9 % to 10 % and extended for 1 year.

A total of 650 shares of common stock were issued as additional

5 unchanged sentences

Additionally, the Company issued 1,845 shares of common stock in compliance with the MFN terms.

During the nine

months ended September 30, 2025, the note was extended to July 31, 2025, on April 1, 2025, and to October 31, 2025, on July 31, 2025 ,

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 .

A total of 3,598 shares of common stock were issued as additional

consideration for the note extensions.

During the three months ended March 31, 2026, the note was extended to June 30, 2026 , on January

31, 2026, increasing principal to $ 69,048 .

A total of 2,090 shares of common stock were issued as additional consideration for the note extensions.

The outstanding principal balance was $ 55,796 as of September 30, 2025.

Accrued interest as of September 30, 2025, was $ 6,520 .

A total of 4,016 shares of common stock were issued as additional consideration for the

note extension.

The outstanding principal balance was $ 69,048 as of March 31, 2026.

Accrued interest as of March 31, 2026, was $ 9,700 .

The loss generated by the note extension during Q1 2026 was $ 7,672 , 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 party.

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 32,882 shares of common stock were issued to

a related party in connection with the consolidation and extension agreement.

During the nine months ended September 30, 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 $ 887,458 .

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.

The outstanding principal

balance was $ 887,458 as of September 30, 2025.

Accrued interest as of September 30, 2025, was $ 89,359 .

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.

the three months ended March 31, 2026, the note was extended to June 30, 2026, on January 31, 2026, increasing principal to $ 901,354 .

A total of 52,748 shares of common stock were issued as additional consideration for the note extension.

During the quarter ended

March 31, 2026, the noteholder sold the total of $ 232,500 of the value of his promissory note to two noteholders, of which $ 30,000

to the related party.

Related party was issued a new promissory note for the remaining balance of his note of $ 698,854 after deducting

$ 232,500 of principal.

Accrued interest as of March 31, 2026, was $ 133,380 .

The loss generated by the note extensions during Q1 2026

was $ 100,150 , 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 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 %.

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

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.

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.

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 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 $ 139,817 .

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 $ 139,817 .

A total of 5,593 shares of common stock were issued as additional consideration for the note extensions.

During the nine

months ended September 30, 2025, the note was extended to July 31, 2025, on April 1, 2025 and to October 31, 2025 on July 31, 2025 , increasing

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.

During the three months ended March 31, 2026, the note was extended to June 30, 2026 , on January 31, 2026, increasing

principal to $ 209,358 .

A total of 6,281 shares of common stock were issued as additional consideration for the note extensions.

A total of 12,048 shares of common stock were issued as additional consideration for the note extension.

The outstanding

principal balance was $ 169,178 as of September 30, 2025.

Accrued interest as of September 30, 2025, was $ 17,524 .

principal balance was $ 209,358 as of March 31, 2026.

Accrued interest as of March 31, 2026, was $ 27,168 .

The loss generated by the note

extensions during Q1 2026 was $ 23,262 , 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.

1 unchanged sentence

interest of 10 %.

During the nine months ended September 30, 2025, the note was extended to July 31, 2025, on April 1, 2025 and to October

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 .

A total of 4,359 shares of common stock were issued as additional consideration

for the note extensions.

The outstanding principal balance was $ 119,909 as of September 30, 2025.

Accrued interest as of September 30,

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 .

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

During the three months ended March

31, 2026, the note was extended to June 30, 2026 , on January 31, 2026, increasing principal to $ 55,574 .

A total of 3,421 shares of common

stock were issued as additional consideration for the note extension.

The outstanding principal balance was $ 55,574 as of March 31, 2026.

Accrued interest as of March 31, 2026, was $ 11,091 .

The loss generated by the note extensions during Q1 2026 was $ 6,175 , 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.

All notes were due

on January 31, 2026.

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

During the three months ended March 31,

2026, the notes were extended to June 30, 2026, on January 31, 2026, increasing principal to $ 267,188 .

A total of 13,981 shares of common

stock were issued as additional consideration for the note extensions.

Accrued interest as of March 31, 2026, was $ 10,340 .

The loss generated

by the note extensions during Q1 2026 was $ 29,688 , during 2025 was $ 7,500 .

the three months ended March 31, 2026, the Company entered into 6 promissory note agreements in the aggregate amount of $ 1,051,354 ,

of which $ 773,854

with the related parties.

Of the total, $ 120,000 was received in cash and $ 931,354 was issued with no cash proceeds (re-issued or

deducted from prior notes).

The notes bear 10 %

interest per annum.

Two (2) notes were extended to June

30, 2026 , increasing principal from $ 80,000

to $ 90,000 .

A total of 4,608

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

All notes are due on June 30, 2026.

outstanding principal balance was $ 1,061,354

as of March 31, 2026.

Accrued interest as of March 31, 2026, was $ 1,425 .

The loss generated by the note extensions during Q1 2026 was $ 10,000 .

Notes Payable and Convertible Notes Payable – Related Party

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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.

interest in the amount of $ 2,574 were exchanged by the noteholder.

The noteholder was issued new convertible note in exchange for the

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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 186,337

shares of common stock were issued according to the note agreements

or as additional consideration for the note amendments.

On April 1, 2025, the notes were extended to July 31, 2025, increasing the

principal to $ 3,734,042 .

A total of 54,316 shares of common stock were issued as additional consideration for the note extension.

On July 31, 2025, the notes were extended to October 31, 2025, increasing principal to $ 4,107,447 .

A total of 100,127

shares of common stock were issued as additional consideration

for the note extensions.

As of September 30, 2025, total principal and accrued interest on these six notes totalled $ 4,107,447

and $ 507,366 ,

respectively.

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.

During the quarter ended March 31, 2026, one noteholder sold the total of $ 525,000 of the value

of his promissory note to another holder not affiliated with the Company.

During the three months ended March 31, 2026, the notes were

extended to June 30, 2026, on January 31, 2026, increasing principal to $ 4,492,340 .

A total of 266,298 shares of common stock were issued

as additional consideration for the note extensions.

As of March 31, 2026, total principal and accrued interest on these six notes totalled

$ 4,492,340 and $ 727,304 , respectively.

The loss generated by the note extensions during Q1 2026 was $ 499,149 , 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 $ 107,882 , increase of interest rate from 7.5 % to 10 % and extended until October 31, 2025.

$ 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 extension.

Accrued interest as of September 30, 2025, was $ 13,025 .

for the note extensions.

During the three months ended March 31, 2026, the note was extended to June 30, 2026, on January 31, 2026, increasing

principal to $ 133,503 .

A total of 7,789 shares of common stock were issued as additional consideration for the note extension.

interest as of March 31, 2026, was $ 19,174 .

The loss generated by the note extension during Q1 2026 was $ 14,834 , 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 ;

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 %

of which $ 447,787 with the related parties.

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

7.5 %, 8 % and 10 % interest

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 48,098

shares of common stock in compliance with the MFN terms.

On April 1, 2025, the notes were extended to July 31, 2025, increasing

Additionally, the Company issued 1,430 shares of common stock according to the note

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

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 $ 1,393,983 (of which $ 840,940 was with the related parties).

A total of 17,127 shares of common stock

were issued as additional consideration for the note extension.

A total of 81,751 shares of common stock were issued as additional

consideration for the note extensions.

During the three months ended March 31, 2026, the notes were extended to June 30, 2026, on January

31, 2026, increasing principal to $ 1,568,231 .

A total of 91,295 shares of common stock were issued as additional consideration for the

note extensions.

Accrued interest as of March 31, 2026, was $ 221,692 .

The loss generated by the note extensions during Q1 2026 was $ 174,248 ,

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

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.

During the three months ended March 31, 2026, the notes were extended to June 30, 2026, on January 31, 2026,

increasing principal to $ 157,224 .

A total of 8,710 shares of common stock were issued as additional consideration for the note extensions.

Accrued interest as of March 31, 2026, was $ 14,490 .

The loss generated by the note extensions during Q1 2026 was $ 17,469 , 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 ,

increasing the principal to $ 1,267,257

(of which $ 764,491

was with the related parties).

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

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

During the three months ended March

31, 2026, the notes were extended to June 30, 2026, on January 31, 2026, increasing principal to $ 333,506 .

A total of 18,203 shares

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

Accrued interest as of March 31, 2026, was $ 25,990 .

The loss generated by the note extensions during Q1 2026 was $ 37,056 , 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).

A total of 4,961

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

Accrued interest as of September 30, 2025,

was $ 149,454 .

the nine months ended September 30, 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

On April 1,2025, the notes were extended to July 31, 2025,

increasing principal to $ 115,500 (of which $ 22,000 with the related parties), A total of 1,680 shares of common stock

were issued as additional consideration for the note extension.

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

$ 127,050 (of which $ 96,800 with the related parties), A total of 2,898 shares of common stock

were issued as additional consideration for the note extensions.

Accrued interest as of September

30, 2025, was $ 7,247 .

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

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

31, 2025 , increasing principal to $ 269,500 (of which $ 55,000 with the related

A total of 6,029 shares of common stock were issued as additional consideration for

the note extensions.

Accrued interest as of September 30, 2025, was $ 10,628 .

company entered into five short-term convertible promissory note agreements in the aggregate

amount of $ 190,721 , of which $ 65,721 with the related party.

The Convertible Notes bear 10 %

interest per annum.

Conditions of three notes were amended under the Most Favored Nation

(MFN) provision resulting in increase in principal to $ 202,293 (of which $ 67,293 with the

related party).

Additionally, the Company issued 2,778 shares of common stock in compliance

with the MFN terms.

Accrued interest as of September 30, 2025, was $ 2,546 .

maturities of debt remaining as of September 30, 2025, for each respective fiscal year end are as follows:

During the three months ended March 31, 2026,

the notes were extended to June 30, 2026, on January 31, 2026, increasing principal to $ 540,161 .

A total of 28,550 shares of common

stock were issued as additional consideration for the note extensions.

Accrued interest as of March 31, 2026, was $ 25,931 .

generated by the note extensions during Q1 2026 was $ 60,018 , during 2025 was $ 55,221 .

the three months ended March 31, 2026, one noteholder sold the total of $ 525,000 of the value of his promissory note to another holder

not affiliated with the Company.

On the same day, the noteholder distributed $ 152,000 of principal to another 4 holders, creating 4 new

convertible notes of $ 38,000 each.

The Convertible Notes bear 10 % interest per annum and were initially due January 31, 2026.

31, 2026, the five notes were extended to June 30, 2026, increasing principal to $ 590,625 .

A total of 30,399 shares of common stock were

issued as additional consideration for the note extensions.

Accrued interest as of March 31, 2026, was $ 14,055 .

The loss generated by

the note extensions during Q1 2026 was $ 86,375 .

maturities of debt remaining as of March 31, 2026, for each respective fiscal year end are as follows:

Schedule of Maturities of Debt

5 - Capital Lease Obligations

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 September 30, 2025.

5 - Capital Stock

33 unchanged sentences

common stock.

As of September 30, 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 2,925,440 and 2,586,982 shares issued and outstanding at September 30,

As of March 31, 2026, and December 31, 2025, 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 3,727,085 and 3,142,371 shares issued and outstanding at March 31, 2026

and December 31, 2025.

the nine months ended September 30, 2025, the Company issued 73,118 shares of common stock for services valued at $ 595,415 and 265,340

shares of common stock for note modification.

the nine months ended September 30, 2024, the Company issued 41,391 shares of common stock for services valued at $ 14,261 and 259,750

shares of common stock for note modification.

the three months ended March 31, 2026, the Company issued 7,635 shares of common stock for services valued at $ 35,482 , 35,013 shares

of common stock upon exercise of options valued at $ 54,270 , and 542,066 shares of common stock for note modification.

the three months ended March 31, 2025, the Company hasn’t issued shares of common stock.

6 - Stock Options and Warrants

of September 30, 2025, the Company had no warrant securities outstanding.

summary of all warrant activity for the nine months ended September 30, 2025, is as follows:

Schedule of Warrant Activity

Balance outstanding at December 31, 2024

Balance outstanding at September 30, 2025

Exercisable at September 30, 2025

of March 31, 2026, the Company had no warrant securities outstanding.

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

1 unchanged sentence

date of grant.

The aggregate fair value of these stock options granted by the Company during the nine months ended September 30, 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

The aggregate fair value of these stock options granted by the Company during the three months ended March 31, 2026, was

determined to be $ 5,654 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 4.01 %, (v) price of $ 3.75 , and (vi) expected

life of 10 years.

A summary of option activity under the Company’s Equity Incentive Plan as of September 30, 2025, and changes

during the year then ended, is presented below:

For the three months ended March 31, 2026, the Company recognized share-based compensation expense of $ 5,654 related

to stock options.

A summary of option activity under the Company’s Equity Incentive Plan as of March 31, 2026, and changes during

the year then ended, is presented below:

Schedule of Stock Option Activity Under Equity Incentive Plan

4 unchanged sentences

Cancelled or expired

Balance outstanding at September 30, 2025

Exercisable at September 30, 2025

Balance outstanding at March 31, 2026

Exercisable at March 31, 2026

Incentive Plan

18 unchanged sentences

over three years and expire in 5 to 10 years.

As of September 30, 2025, all outstanding awards have been granted under

As of March 31, 2026, all outstanding awards have been granted under the Plan.

7 – Earnings Per Share

2 unchanged sentences

using the weighted average number of common shares issued and outstanding during the period, which were 3,529,514 and 2,586,982 for the

nine months ended September 30, 2025, and September 30, 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 nine months ended September 30, 2025, and September 30, 2024, approximately 0 and 285,728 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.

three months ended March 31, 2026, and March 31, 2025, 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 three months ended March 31, 2026, and March 31, 2025, approximately 254,025 and 47,446 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.

8 - Segment Information

6 unchanged sentences

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

the fiscal nine months ended September 30, 2025, the CODM regularly receives and reviews the Company’s net income, and significant

the fiscal three months ended March 31, 2026, 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.

4 unchanged sentences

Schedule of Segment Information

Nine Months Ended

September 30,

Three months ended

March 31, 2026

March 31, 2025

General and administrative

6 unchanged sentences

Total operating expenses

( 1,509,194 )

( 1,215,845 )

Other Expenses / Income

Gain (loss) on extinguishment of debt

( 1,045,346 )

Fair value of stock issued for note modification

( 2,572,517 )

Interest expense

5 unchanged sentences

9 - Subsequent Events

October 23, 2025, the Company issued a convertible promissory note to a related party for

the principal amount of $ 200,000 for Accrued Payroll.

October 23, 2025, the Company issued a convertible promissory note to a related party for

the principal amount of $ 34,200 for Accrued Expenses.

October 31, 2025, the Company entered into extension agreements with certain noteholders

of its promissory and convertible notes.

Under the terms of these agreements, the maturity

dates of the notes were extended to January 31, 2026 .

In consideration for the extensions,

the noteholders received a 10 % increase in the principal amount of their notes and additional

shares of common stock.

The total additional shares issued in connection with these extensions

amounted to 196,557 shares, and the aggregate principal increase was $ 731,377 .

October 31, 2025, two convertible promissory notes with original maturity dates of January

31, 2026 , and outstanding principal of $ 200,000

and $ 34,200 ,

respectively, received terms consistent with the extension agreements, including a 10 %

increase in principal (aggregate amount of $ 23,420 ) and 4,811

additional shares of common stock, respectively, pursuant to a Most Favored Nation clause.

The maturity date of the notes remains January

November 4, 2025, the Company issued 14,740 shares of common stock to three (3) parties in

exchange for services provided.

May 6, 2026, the Company issued a promissory note for the principal amount of $ 150,000 .

On May 11, 2026, the Company

issued 62,500 shares of common stock to a party in exchange for services provided.

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-Q

Item 1. Financial Statements