What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-28 compared with 2024-04-01 · 65 added, 48 removed, 317 unchanged (26% of the section changed)

14 unchanged sentences

these statements to actual results.

unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally

audited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally

Accepted Accounting Principles.

168 unchanged sentences

shares would be to decrease the loss per share.

for basic earnings per share - Weighted-average common shares issued and outstanding during the period

for diluted earnings per share

(loss) per share

For the Years Ended

(49,409,632 )

(15,083,041 )

Deemed Dividend

Loss attributable to shareholders

$ (51,702,933

$ (15,083,041

Denominator for basic earnings per share - Weighted-average common shares issued and outstanding during the period

Denominator for diluted earnings per share

Basic (loss) per share

Diluted (loss) per share

Loss per share attributed to common shareholders

consider all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of

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interest and penalties associated with audits is to record such items as a component of income tax expense.

The Company’s deferred

tax asset at December 31, 2023 and 2022 consists of net operating loss carry forwards calculated using federal and state effective

tax rates equating to approximately $8,658,484 and $6,674,042, respectively.

Due to the Company’s lack of earnings history,

the deferred tax asset has been fully offset by a valuation allowance of $8,658,484 and $6,674,042 for the years ended December 31,

2023 and 2022.

Company’s deferred tax asset at December 31, 2024 and 2023 consists of net operating loss carry forwards calculated using

federal and state effective tax rates equating to approximately $14,660,582 and $8,658,484, respectively.

Due to the Company’s

lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance of $14,660,582 and $8,658,484 for the

years ended December 31, 2024 and 2023.

and Development

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option grant.

For options granted to employes, we use a plain vanilla Black-Scholes

calculation to calculate fair value with standard market inputs.

October 24, 2018, the inception date (“Inception”), we adopted ASU No.

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of operations, financial condition, cash flows, and financial statement disclosures.

In February 2016,

Topic 842, “Leases” was issued to replace the leases requirements in Topic 840, “Leases”.

The main difference

between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as

operating leases under previous GAAP.

A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability)

and a right-of-use asset representing its right to use the underlying asset for the lease term.

For leases with a term of 12 months or

less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease

If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over

the lease term.

February 2016, Topic 842, “Leases” was issued to replace the leases requirements in Topic 840, “Leases”.

main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases

classified as operating leases under previous GAAP.

A lessee should recognize in the balance sheet a liability to make lease payments

(the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.

For leases with

a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize

lease assets and lease liabilities.

If a lessee makes this election, it should recognize lease expense for such leases generally on a

straight-line basis over the lease term.

The accounting applied by a lessor is largely unchanged from that applied under previous GAAP.

Topic 842 will be effective

for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively

Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual

periods and is to be retrospectively applied.

The Company has adopted this standard beginning January 1, 2019.

The adoption of this standard has not had a significant impact

on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures.

The adoption of this standard

has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement

of Operations

1 unchanged sentence

following table provides selected financial data about us for the year ended December 31, 2024 and 2023, respectively.

December 31, 2024

December 31, 2023

Cost of Sales

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Other (income) expenses

Net Loss from continuing

Net Loss from continuing operations

$ (48,411,830 )

$ (14,821,513 )

(loss) from discontinued operations

Income (loss) from discontinued operations

$ (49,409,632 )

$ (15,083,041 )

Deemed Dividend

Loss attributable to shareholders

$ (51,702,933

generated $701,967 in revenues for the year ended December 31, 2024 compared to $202,670 revenues for the year ended December 31, 2023.

6 unchanged sentences

(iii) legal and professional expenses

of $4,856,586 primarily for due diligence and legal work on two proposed mergers and litigation along with corporate advisory services,

of $8,063,858 primarily for due diligence and legal work on a proposed merger and litigation along with corporate advisory services,

registration statement preparation fees, general corporate governance fees;

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and entertainment, office supplies and expense and other normal office and administration expenses;

(vii) stock based compensation

of $2,082,081 consisting of the fair value of stock issued in lieu of cash and (viii) impairment of a $200,000 advance to an affiliate.

expenses for the year ended December 31, 2022 totaled $14,078,784 were in connection with our daily operations as follows:

and (vii) stock based compensation

of $20,456,237 consisting of the fair value of stock issued in lieu of cash.

expenses for the year ended December 31, 2023, totaled $12,524,869 and were in connection with our daily operations as follows:

(i) marketing

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(iii) legal and professional expenses

of $3,579,148 primarily for due diligence and legal work on two proposed mergers and litigation along with corporate advisory services,

registration statement preparation fees, general corporate governance fees;

primarily for due diligence and legal work on two proposed mergers and litigation along with corporate advisory services, registration

statement preparation fees, general corporate governance fees;

(iv) rent and utilities of $206,871;

(v) depreciation and

amortization of $93,472;

(vi) general and administrative expenses of $1,438,464, consisting of payroll and related taxes, travel, meals

and entertainment, office supplies and expense and other normal office and administration expenses;

(vii) stock based compensation of

$4,581,921 consisting primarily of the fair value of options and warrants;

(viii) an impairment to a promissory note of $1,000,000;

(ix) an impairment to Intellectual Property of $1,475,000.

(v) depreciation and amortization

(vi) general and administrative expenses of $4,296,899, consisting of payroll and related taxes, travel, meals and entertainment,

office supplies and expense and other normal office and administration expenses;

(vii) stock based compensation of $2,082,081 consisting

of the fair value of stock issued in lieu of cash and (viii) impairment of a $200,000 advance to an affiliate.

income and expense

income and expense for the year ended December 31, 2023, included realized gains of $244,504 on the sale of marketable securities

and $1,511,488 of unrealized losses on unsold marketable securities, unrealized loss of $864,418 on equity investment, net interest

expense of $114,093 and other income of $23,308, compared to net interest expense of $1,284,664, which includes $1,104,477 fair

value of warrants and net other income of $790 for the year ended December 31, 2022.

and loss from discontinued operations

the year ended December 31, 2023 and 2022, The Company had losses from discontinued operations of $261,528 and income of $344,172, respectively.

income and expense for the year ended December 31, 2024, included realized gains of $1,193,666 on the sale of marketable securities and

$862,407 of unrealized losses on unsold marketable securities, net interest expense

of $118,325 and other income of $6,567,092.

income and expense for the year ended December 31, 2023, included realized gains of $244,504 on the sale of marketable securities and

$1,511,488 of unrealized losses on unsold marketable securities, unrealized loss of $864,418 on equity investment, net interest expense

of $114,093 and other income of $23,308.

and loss f rom discontinued operations

the year ended December 31, 2024 and 2023, The Company had losses from discontinued operations of $997,802 and $261,528, respectively.

Income/Losses

losses were $49,409,632 and $15,083,041 for the years ended December 31, 2024 and 2023, respectively.

connection with the settlement with Bigger Capital, Company agreed to cancel 1,656,050 original warrants with an exercise price of $1.40

held by Bigger in exchange for 5,332,889 “exchange” warrants with an exercise price of $0.4348.

The fair value of the exchange

warrants is $2,732,329 which is offset by the fair value of the remaining life of the original warrant of $439,028 and is considered

a deemed dividend attributable to the shareholders in the determination of earnings (loss) per share.

believe that inflation has had a negligible effect on operations since inception.

20 unchanged sentences

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

What changed 10-K

Item 7. Management’s Discussion and Analysis