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Item 2. Management’s Discussion and Analysis

2026-08-10 compared with 2026-05-15 · 44 added, 30 removed, 116 unchanged (39% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

following discussion and analysis is intended to help you understand our results of operations and financial condition as of March 31,

2026 and for the three months ended March 31, 2026 and 2025.

This discussion and analysis is provided as a supplement to and should be

read in conjunction with our condensed consolidated financial statements and the notes to those financial statements that are included

elsewhere in this Quarterly Report on Form 10-Q.

This discussion may contain forward-looking statements based upon current expectations

that involve risks and uncertainties.

Our actual results may differ materially from those anticipated in these forward-looking statements

as a result of various factors, including those set forth under Part 1, Item 1A.

Risk Factors in our Annual Report on Form 10-K for the

year ended December 31, 2025.

following discussion and analysis is intended to help you understand our results of operations and financial condition as of June 30,

2026 and for the six months ended June 30, 2026 and 2025.

This discussion and analysis is provided as a supplement to and should be read

in conjunction with our condensed consolidated financial statements and the notes to those financial statements that are included elsewhere

in this Quarterly Report on Form 10-Q.

This discussion may contain forward-looking statements based upon current expectations that involve

risks and uncertainties.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result

of various factors, including those set forth under Part 1, Item 1A.

Risk Factors in our Annual Report on Form 10-K for the year ended

December 31, 2025.

following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the notes to

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of Operations

Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025

the three months ended March 31, 2026, and 2025, our company had no revenue.

and administrative expenses for the three months ended March 31, 2026, were $379,962, an increase of $121,505 or 47%, compared to $258,457

for the three months ended March 31, 2025.

The increase in operating expenses was mainly due to an increase in professional fees.

months ended June 30, 2026, Compared to Three months ended June 30, 2025.

the three months ended June 30, 2026, and 2025, our company had no revenue.

and administrative expenses for the three months ended June 30, 2026, were $717,939, a decrease of $239,658 or 25%, compared to $957,597

for the three months ended June 30, 2025.

The decrease in operating expenses was mainly due to a decrease in professional fees.

(Loss) on Extinguishment

the three months ended March 31, 2026 and 2025, our company recorded a loss on extinguishment of debt of $1,045,346 and $0, respectively.

the three months ended June 30, 2026 and 2025, our company recorded a loss on extinguishment of debt of $0 and $565,453, respectively.

Value of Stock Issued for Note Modification

the three months ended March 31, 2026 and 2025, the Company recorded a fair value of stock issued for note modification of $2,572,517

and $0, respectively.

expense for the three months ended March 31, 2026, was $229,584, as compared to $145,182 during the three months ended March 31, 2025.

a result of the foregoing, the net loss for the three months ended March 31, 2026, was $4,227,409 as compared to the net loss of $403,639

during the three months ended March 31, 2025.

the three months ended June 30, 2026 and 2025, the Company recorded a fair value of stock issued for note modification of $0 and $410,008,

respectively.

expense for the three months ended June 30, 2026, was $245,694, as compared to $181,387 during the three months ended June 30, 2025.

a result of the foregoing, the net loss for the three months ended June 30, 2026, was $963,633 as compared to the net loss of $2,114,445

during the three months ended June 30, 2025.

months ended June 30, 2026, Compared to Six months ended June 30, 2025.

the six months ended June 30, 2026, and 2025, our company had no revenue.

and administrative expenses for the six months ended June 30, 2026, were $1,097,901, a decrease of $118,153 or 10%, compared to $1,216,054

for the six months ended June 30, 2025.

The decrease in operating expenses was mainly due to a decrease in wages and related expenses.

(Loss) on Extinguishment

the six months ended June 30, 2026 and 2025, our company recorded a loss on extinguishment of debt of $1,045,346 and $565,453, respectively.

Value of Stock Issued for Note Modification

the six months ended June 30, 2026 and 2025, the Company recorded a fair value of stock issued for note modification of $2,572,517 and

$410,008, respectively.

expense for the six months ended June 30, 2026, was $475,278, as compared to $326,569 during the six months ended June 30, 2025.

a result of the foregoing, the net loss for the six months ended June 30, 2026, was $5,191,042 as compared to the net loss of $2,518,084

during the six months ended June 30, 2025.

and Capital Resources

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consolidated financial statements have been prepared on a going concern basis.

Our company had a net loss of $4,227,409 during the three

months ended March 31, 2026, had accumulated losses totalling $35,184,530, and a working capital deficit of $12,061,834 as of March 31,

Our company had a net loss of $5,191,042 during the six

months ended June 30, 2026, had accumulated losses totaling $36,148,163, and a working capital deficit of $12,598,384 as of June 30,

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

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Flows from Operating Activities

the three months ended March 31, 2026, our company used $145,469 of cash in operating activities as a result of our net loss of $4,227,409,

the six months ended June 30, 2026, our company used $322,046 of cash in operating activities as a result of our net loss of $5,191,042,

offset by gain (loss) on extinguishment of debt of $1,045,346, fair value of stock issued for note modification of $2,572,517, share-based

compensation of $468,219, accrued interest of $467,193, and net changes in operating assets and liabilities of $315,721.

the three months ended March 31, 2025, our company used $94,512 of cash in operating activities as a result of our net loss of $403,639,

offset by share-based compensation of $55,959, accrued interest of $139,951 and net changes in operating assets and liabilities

the six months ended June 30, 2025, our company used $356,206 of cash in operating activities as a result of our net loss of $2,518,084,

offset by loss on debt settlement of $565,453, fair value of stock issued for note modification of $410,008, share-based compensation

of $682,978, accrued interest of $315,978, and net changes in operating assets and liabilities of $187,461.

Flows from Investing Activities

the three months ended March 31, 2026 and 2025, our company had no investing activities.

the six months ended June 30, 2026 and 2025, our company had no investing activities.

Flows from Financing Activities

the three months ended March 31, 2026, financing activities provided $174,270, resulting from $120,000 in proceeds from promissory notes

the six months ended June 30, 2026, financing activities provided $324,270, resulting from $270,000 in proceeds from promissory notes

and $54,270 in proceeds from option exercises.

the three months ended March 31, 2025, financing activities provided $105,000 in proceeds from convertible notes.

the six months ended June 30, 2025, financing activities provided $350,000 in proceeds from convertible notes.

Quantitative and Qualitative Disclosures about Market Risk

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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 2. Management’s Discussion and Analysis