What changed in this filing

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Item 1. Financial Statements

2026-08-10 compared with 2026-05-15 · 327 added, 378 removed, 482 unchanged (59% of the section changed)

34 unchanged sentences

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

Operating Expenses

2 unchanged sentences

Operating loss

( 1,097,901 )

( 1,216,054 )

Other Expenses / Income

6 unchanged sentences

( 1,156,848 )

( 4,093,141 )

( 1,302,030 )

Income (loss) from operations before income taxes

( 2,114,445 )

( 5,191,042 )

( 2,518,084 )

Provision for income taxes

2 unchanged sentences

$ ( 2,114,445 )

$ ( 5,191,042 )

$ ( 2,518,084 )

Net loss per share – basic and diluted

3 unchanged sentences

Statements of Changes in Stockholders’ Deficit

Months Ended March 31, 2026 and 2025

Preferred stock

Stockholders’ Equity/

Balance as of December 31, 2024

months ended June 30, 2026 and 2025

Equity/(Deficit)

Additional Paid

Stockholders’

Equity/(Deficit)

as of December 31, 2024

$ ( 24,546,557 )

$ ( 6,806,565 )

Shares issued for services

Shares issued for note modification

Share-based compensation

Balance as of March 31, 2025

( 2,518,084 )

Balance as of December 31, 2025

as of June 30, 2025

$ ( 27,064,641 )

$ ( 8,231,663 )

as of December 31, 2025

$ ( 30,957,121 )

$ ( 10,296,348 )

$ ( 30,957,121 )

$ ( 10,296,348 )

Shares issued for services

4 unchanged sentences

( 5,191,042 )

Balance as of March 31, 2026

as of June 30, 2026

$ ( 36,148,163 )

5 unchanged sentences

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

Cash Flows from Operating Activities

5 unchanged sentences

Accrued interest

Gain/loss on settlement of liabilities

Gain (loss) on extinguishment of debt

Fair value of stock issued for note modification

15 unchanged sentences

Cash, end of period

Supplemental disclosures of cash flow information:

Cash paid for interest

Cash paid for income taxes

Supplemental disclosures of non-cash financing activities:

Promissory notes issued with no cash proceeds

Common stock issued for note modification

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

1 unchanged sentence

to Condensed Consolidated Financial Statements

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

the Six Months Ended June 30, 2026 and 2025 (Unaudited)

1 - Nature of the Business

3 unchanged sentences

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 %)

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 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

46 unchanged sentences

The Company had a net loss of $ 5,191,042

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.

during the six months ended June 30, 2026, has accumulated losses totaling $ 36,148,163 , and has a working capital deficit of $ 12,598,384

as of June 30, 2026.

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

15 unchanged sentences

The Company’s fiscal year end is December 31.

These unaudited condensed consolidated interim financial statements have been prepared

in accordance with U.S.

GAAP for interim financial information and with the instructions to Form 10-Q;

accordingly, they do not include

all of the information and footnotes required by U.S.

GAAP for complete financial statements and should be read in conjunction with the

audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended

December 31, 2025.

The consolidated financial statements include the accounts of American Battery Materials, Inc.

and its wholly owned

subsidiary, Mountain Sage Minerals, LLC.

All significant intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments)

considered necessary for a fair statement of the results for the interim periods presented.

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

8 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.

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.

and seven years .

Expenditures for ordinary repairs and maintenance

are charged to expense as incurred.

of Long-lived Assets

24 unchanged sentences

No impairment or capitalizable

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

costs related to the mineral claims were noted during the six months ended June 30, 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 March 31, 2026 and 2025, there were approximately 254,025 and 47,446 shares respectively, potentially issuable under convertible debt

of June 30, 2026 and 2025, there were approximately 533,987 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

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

six months ended June 30, 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 three months ended March 31, 2026 and 2025.

Company recognized $ 0 revenue during the six months ended June 30, 2026 and 2025.

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

2 unchanged sentences

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

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.

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

53 unchanged sentences

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

In November 2024, the FASB issued ASU No.

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

Disclosures (Subtopic 220-40):

November 2024, the FASB issued ASU No.

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.

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.

The Company does not expect a material impact upon adoption.

In January 2025, the FASB issued ASU No.

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

Disclosures (Subtopic 220-40):

April 2024, the FASB issued ASU No.

2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions

of Convertible Debt Instruments, which clarifies the requirements for determining whether the settlement of a convertible debt instrument

should be accounted for as an induced conversion.

This guidance is effective for annual periods beginning after December 15, 2025, including

interim periods within those annual periods.

The Company adopted the guidance prospectively as of January 1, 2026.

The adoption of this guidance did not have

a material impact on the Company’s condensed consolidated financial statements.

January 2025, the FASB issued ASU No.

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

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.

The Company does not

expect a material impact.

December 2025, the FASB issued ASU No.

2 unchanged sentences

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

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

and related disclosures.

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

6 unchanged sentences

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.

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 .

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;

was governed by California law;

interest at 10 % per annum;

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

the year ended December 31, 2025:

(1) promissory note agreement was extended to July 31, 2025, to October 31, 2025, and to January 31, 2026, increasing principal to $ 61,376 .

A total of 3,598 shares of common stock were issued as additional consideration for the 2025 extensions.

During the six months ended

June 30, 2026, the note was extended to June 30, 2026, increasing principal to $ 69,048 .

A total of 4,016 shares of common stock were

issued as additional consideration for the extension.

The loss generated by the note extension during 2026 was $ 7,672 , and during 2025

was $ 15,263 .

$ 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

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.

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

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

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

$ 175,000 with the related parties.

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 note.

The outstanding principal balance was $ 69,048 as of June 30, 2026.

Accrued interest as of June 30, 2026, was $ 11,446 .

note issued to the related party was extended to July 31, 2025, to October 31, 2025, and to January 31, 2026, increasing principal to

A total of 56,510 shares of common stock were issued as additional consideration for the 2025 extensions.

During the quarter

ended December 31, 2025, the noteholder sold $ 145,000 of the value of his promissory note to two noteholders, of which $ 70,000 was to

a related party.

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

Accrued interest at December 31, 2023,

these notes totaled $ 19,880 .

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

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 $ 10,682 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 interest rate from 9 % to 10 % and extended for 1 year.

During the six months ended June 30, 2026, the

note was extended to June 30, 2026, increasing principal to $ 901,354 .

A total of 52,748 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 .

consideration for the extension.

During the six months ended June 30, 2026, the noteholder sold $ 382,500 of the value of his promissory

note to three noteholders, of which $ 30,000 was to a related party.

The related party was issued a new promissory note for the remaining

balance of his note of $ 473,854 .

Accrued interest as of June 30, 2026, was $ 150,525 .

The loss generated by the note extensions during

2026 was $ 100,150 , and during 2025 was $ 242,767 .

note holding the principal of $ 139,817 and issued to the holder not affiliated with the Company was extended to July 31, 2025, to October

31, 2025, and to January 31, 2026, 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 $ 69,048 .

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 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.

consideration for the 2025 extensions.

The outstanding principal balance was $ 186,096 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 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 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 .

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 .

During the six months

ended June 30, 2026, the note was extended to June 30, 2026, increasing principal to $ 209,358 .

A total of 12,048 shares of common stock

were issued as additional consideration for the extension.

Accrued interest as of June 30, 2026, was $ 32,460 .

The loss generated by the

note extension during 2026 was $ 23,262 , and during 2025 was $ 46,279 .

note issued to the related party was extended to July 31, 2025, and to October 31, 2025, increasing principal to $ 119,909 .

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.

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

The outstanding

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.

The note 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 .

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.

for the 2025 extensions.

The outstanding principal balance was $ 49,399 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.

During the six months ended June 30,

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

A total of 3,421 shares of common stock were issued as

additional consideration for the extension.

Accrued interest as of June 30, 2026, was $ 12,496 .

The loss generated by the note extension

during 2026 was $ 6,175 , and during 2025 was $ 25,301 .

Company entered into 4 promissory note agreements in the aggregate amount of $ 230,000 , of which $ 155,000 was with related parties.

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 extension.

All notes were due on January 31, 2026.

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

During the six months ended June 30, 2026, the notes were extended to June 30, 2026, increasing principal to $ 267,188 .

of 13,981 shares of common stock were issued as additional consideration for the extensions.

Accrued interest as of June 30, 2026, was

The loss generated by the note extensions during 2026 was $ 29,688 , and during 2025 was $ 7,500 .

the six months ended June 30, 2026, the Company entered into 9 promissory note agreements in the aggregate amount of $ 1,126,354 ,

of which $ 548,854 was with related parties.

Of the total, $ 270,000 was received in cash and $ 856,354 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 ,

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 .

increasing principal from $ 80,000 to $ 90,000 .

A total of 4,608 shares of common stock were issued as additional consideration for the

Eight notes are due on June 30, 2026, one note is due on December 31, 2026 .

The outstanding principal balance

was $ 1,136,354 as of June 30, 2026 (of which $ 552,604 was with related parties ).

Accrued interest as of June 30, 2026, was $ 13,227 .

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

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.

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;

closing price for the common stock on the maturity date.

The outstanding principal balance was $ 25,000 as of December 31, 2023.

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 exchanged 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

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

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 ;

16 unchanged sentences

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

the year ended December 31, 2024:

with six investors not affiliated with the Company were amended with an increase in principal from $ 1,950,000 to $ 3,394,584 , an increase

in interest rate from 7.5 % to 10 %, and extended until March 31, 2025.

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

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

A total of 266,052 shares of common

stock were issued as additional consideration for the 2025 extensions.

The outstanding principal balance was $ 4,518,191 as of December

During Q1 2026, one noteholder sold $ 525,000 of the value of his promissory note to another holder not affiliated with the

During the six months ended June 30, 2026, the notes were extended to June 30, 2026, increasing principal to $ 4,492,340 .

of 266,298 shares of common stock were issued as additional consideration for the extensions.

As of June 30, 2026, total principal and

accrued interest on these six notes totaled $ 4,492,340 and $ 840,860 , respectively.

The loss generated by the note extensions during 2026

was $ 499,149 , and during 2025 was $ 1,123,607 .

of the note with one (1) purchaser not affiliated with the Company were amended several times (once under the MFN provision) resulting

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

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

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 $ 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.

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 ;

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 1,430 shares of common stock according to the note

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

The outstanding principal balance was $ 118,670 as of December 31, 2025.

During the six months

ended June 30, 2026, the note was extended to June 30, 2026, increasing principal to $ 133,503 .

A total of 7,789 shares of common stock

were issued as additional consideration for the extension.

Accrued interest as of June 30, 2026, was $ 22,549 .

The loss generated by the

note extension during 2026 was $ 14,834 , and during 2025 was $ 29,511 .

Company entered into ten convertible promissory note agreements in the aggregate amount of $ 736,511 , of which $ 447,787 was with related

During 2024, conditions of the notes were amended under the MFN provision resulting in an increase in principal to $ 1,047,321

(of which $ 631,811 was with related parties) and extended until March 31, 2025.

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 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

extended to July 31, 2025, to October 31, 2025, and to January 31, 2026, increasing principal to $ 1,393,983 (of which $ 840,940 was with

related parties).

A total of 81,751 shares of common stock were issued as additional consideration for the 2025 extensions.

The outstanding

principal balance was $ 1,393,983 as of December 31, 2025.

During the six months ended June 30, 2026, the notes were extended to June

30, 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 ,

Accrued interest as of June 30, 2026, was $ 261,333 .

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

during 2025 was $ 346,662 .

(Related Party:

$ 840,940 of original principal)

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).

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

During 2025, the notes were extended to July 31, 2025, to October 31, 2025, and to January 31, 2026, increasing principal to

$ 139,755 (of which $ 106,480 was with 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

for the 2025 extensions.

The outstanding principal balance was $ 139,755 as of December 31, 2025.

During the six months ended June 30,

2026, the notes were extended to June 30, 2026, increasing principal to $ 157,224 (of which $ 119,790 was with related parties).

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

Accrued interest as of June 30, 2026, was

The loss generated by the note extensions during 2026 was $ 17,469 , and during 2025 was $ 34,755 .

Company entered into seven convertible promissory note agreements in the aggregate amount of $ 245,000 , of which $ 50,000 was with a related

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 was with a related party).

A total of 12,812 shares of common stock were issued as additional consideration

for the 2025 extensions.

The outstanding principal balance was $ 296,450 as of December 31, 2025.

During the six months ended June 30,

2026, the notes were extended to June 30, 2026, increasing principal to $ 333,506 (of which $ 68,063 was with a related party).

of 18,203 shares of common stock were issued as additional consideration for the extensions.

Accrued interest as of June 30, 2026, was

The loss generated by the note extensions during 2026 was $ 37,056 , and 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 was

with related parties.

Conditions of five notes were amended under the MFN provision resulting in an increase in principal.

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

Note amendments under the MFN provision and extensions resulted in an increase

in principal to $ 480,143 (of which $ 331,643 was with related parties).

A total of 4,961 shares of common stock were issued as additional

consideration for the 2025 extensions.

The outstanding principal balance was $ 480,143 as of December 31, 2025.

During the six months

ended June 30, 2026, the notes were extended to June 30, 2026, increasing principal to $ 540,161 (of which $ 373,098 was with related parties).

A total of 28,550 shares of common stock were issued as additional consideration for the extensions.

Accrued interest as of June 30,

2026, was $ 39,585 .

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 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.

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:

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

the six months ended June 30, 2026:

noteholder sold $ 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.

On January 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

Accrued interest as of June 30, 2026, was $ 28,984 .

The loss generated by the note extensions during 2026 was $ 65,625 .

noteholder sold $ 75,000 of the value of his promissory note to another holder not affiliated with the Company, creating 2 new convertible

The Convertible Notes bear 10 % interest per annum and are due June 30, 2026.

As of June 30, 2026, total principal and accrued

interest on these two notes totaled $ 75,000 and $ 174 , respectively.

maturities of debt remaining as of June 30, 2026, for each respective fiscal year end are as follows:

Schedule of Maturities of Debt

34 unchanged sentences

common stock.

As of March 31, 2026, and December 31, 2025, there were 10,000,000 shares of preferred stock authorized, and 0 shares issued

As of June 30, 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

Company has authorized 100,000,000 shares of common stock, with 3,789,585 and 3,142,371 shares issued and outstanding at June 30, 2026

and December 31, 2025.

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.

the six months ended June 30, 2026, the Company issued 70,135 shares of common stock for services valued at $ 379,232 , 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 six months ended June 30, 2025, the Company issued 73,118 shares of common stock for services valued at $ 550,415 and 90,847 shares

of common stock for note modification.

6 - Stock Options and Warrants

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

of June 30, 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 three months ended March 31, 2026, was

The aggregate fair value of these stock options granted by the Company during the six months ended June 30, 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.

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:

31 %, (ii) zero expected dividend yield, (iii) risk-free rate of 4.01 %, (iv) price of $ 3.75 , and (v) expected life of 10 years.

six months ended June 30, 2026, the Company recognized share-based compensation expense of $ 5,654 related to stock options.

of option activity under the Company’s Equity Incentive Plan as of June 30, 2026, and changes during the year then ended, is presented

Schedule of Stock Option Activity Under Equity Incentive Plan

Average Exercise Price

Average Remaining

Average Exercise

Contractual Term

1 unchanged sentence

Cancelled or expired

Balance outstanding at March 31, 2026

Exercisable at March 31, 2026

Balance outstanding at June 30, 2026

Exercisable at June 30, 2026

Incentive Plan

18 unchanged sentences

over three years and expire in 5 to 10 years.

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

As of June 30, 2026, all outstanding awards have been granted under the Plan.

October 15, 2025, following approval by our Board of Directors and by written consent of stockholders holding a majority of our outstanding

common stock, we amended our 2024 Incentive Compensation Plan to provide for an automatic share reserve mechanism equal to 17.5 % of the

Company’s issued and outstanding shares of common stock on a fully diluted basis.

Under this provision, the number of shares available

for issuance under the plan automatically increases upon each issuance of common stock or convertible securities by an amount necessary

to maintain the 17.5 % reserve (calculated on a fully diluted basis), with no downward adjustment if the Company’s capitalization

subsequently decreases.

This amendment was designed to provide equity-based awards to an increasing employee pool.

May 21, 2026, the Board approved an award of 400,000 restricted stock units to Cobrador Capital Advisors LLC, an entity controlled by

the Company’s Chief Executive Officer, in connection with advisory services and the Company’s proposed uplisting.

has an aggregate grant-date fair value of $ 2,200,000 , based on the closing price of the Company’s common stock of $ 5.50 on the

date of grant.

Each unit represents the right to receive one share of common stock upon vesting and settlement.

No shares were issued

at the date of grant, and the units carry no voting or dividend rights prior to settlement.

units vest in full upon completion of an uplisting transaction in which the Company’s common stock commences trading on a major

national securities exchange.

The remaining 200,000 units vest in 18 equal monthly installments commencing June 1, 2026, subject

to continued service.

All unvested units vest upon a change in control.

Vested units are settled in shares within 30 days after the end

of the month in which vesting occurs.

uplisting condition is a performance condition that is not considered probable until the transaction occurs.

Accordingly, no cost has

been recognized for the 200,000 units subject to that condition, and $ 1,100,000 of unrecognized cost will be recognized upon completion

of an uplisting transaction, if any.

the three and six months ended June 30, 2026, the Company recognized $ 83,333 of share-based compensation expense related to the time-vesting

As of June 30, 2026, 11,111 units had vested and remained unsettled.

Unrecognized cost related to the time-vesting portion was

$ 1,016,667 , expected to be recognized over approximately 1.3 years.

July 29, 2026, the Board approved an amendment changing the commencement date of the monthly vesting schedule applicable to 200,000 units

from June 1, 2026 to the date of completion of an uplisting transaction.

As a result, all 400,000 units are contingent upon completion

of an uplisting transaction.

7 – Earnings Per Share

2 unchanged sentences

using the weighted average number of common shares issued and outstanding during the period, which were 3,647,837 and 2,641,941 for the

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.

six months ended June 30, 2026 and 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, preferred stock and Restricted Stock Units (RSUs),

unless their inclusion is anti-dilutive.

Approximately 400,000 RSUs represent potential dilution that is contingent upon the Company

successfully uplisting to a major exchange.

For the six months ended June 30, 2026 and 2025, approximately 533,987 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 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.

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:

the fiscal six months ended June 30, 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.

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

Three months ended

March 31, 2026

March 31, 2025

Six Months Ended

General and administrative

6 unchanged sentences

Total operating expenses

( 1,097,901 )

( 1,216,054 )

Other Expenses / Income

6 unchanged sentences

( 4,093,141 )

( 1,302,030 )

Net Income (Loss)

2 unchanged sentences

9 - Subsequent Events

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.

July 1, 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 August 15, 2026.

July 13, 2026, the Company issued a convertible note for the principal amount of $ 100,000 .

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