What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-12 compared with 2026-05-13 · 213 added, 154 removed, 237 unchanged (61% of the section changed)

65 unchanged sentences

We are focused on the acquisition of orthopedic

and related modality practices with strong organic growth plans that are materially cash generative to maximize value and providing greater

and related modality practices with strong organic growth plans that are materially cash generative to maximize value and provide greater

coverage for our patients, and diversification and risk mitigation for our stockholders.

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Recent Developments

Convertible Promissory Note

On April 8, 2026, we entered into a securities

purchase agreement with an accredited investor, pursuant to which we issued to such investor a convertible promissory note in the principal

amount of $268,889 with a $26,889 original issuance discount, $5,000 in associated legal fees and $7,000 for due diligence costs, for

total proceeds of $230,000.

This convertible promissory note carries a one-time interest charge of $32,267 (rate of twelve percent (12%))

which is guaranteed at issuance.

This note matures on April 8, 2027.

The note may be converted at any time after issuance at a variable

conversion price equal to 60% of the lowest trading price of our common stock over the ten trading days prior to the conversion date.

The note also contains an ownership limitation, which provide that we shall not effect any conversion, and a holder shall not have the

right to convert, to the extent that after giving effect to the issuance of common stock upon such conversion such holder, together with

its affiliates, would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving

effect to the issuance of common stock upon such conversion.

As of March 31, 2026, we had two reportable operating

Common Stock Purchase Agreement

On July 13, 2026, the Company issued 166,667 shares

of common stock for the Commitment Shares required under the Purchase Agreement described below.

Additionally, on July 13, 2026, the Company

completed a purchase under the Purchase Agreement and issued 20,619 shares of common stock for proceeds of $30,000.

As of June 30, 2026, we had two reportable operating

segments as determined by management using the “management approach” as defined by the authoritative guidance on Disclosures

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Results of Operations

Comparison of Three Months Ended March 31,

Comparison of Three Months Ended June 30,

2026 and 2025

The following table sets forth key components

of our results of operations during the three months ended March 31, 2026 and 2025, both in dollars and as a percentage of our revenue.

Three Months Ended March 31,

of our results of operations during the three months ended June 30, 2026 and 2025, both in dollars and as a percentage of our revenue.

Three Months Ended June 30,

Total revenue

2 unchanged sentences

Depreciation expense

Loss on disposal of fixed assets

Share-based compensation

3 unchanged sentences

Other (expense) income

Other income (expense)

Derivative liability loss on issuance and changes in fair value

Derivative liability gain on issuance and changes in fair value

Interest expense

2 unchanged sentences

$ (2,478,906 )

$ (1,226,395 )

For the three months ended

March 31, 2026 and 2025 all our revenue was generated by our healthcare segment, which generates revenue through a full range of diagnostic

June 30, 2026 and 2025, all our revenue was generated by our healthcare segment, which generates revenue through a full range of diagnostic

and surgical services.

Our total revenue decreased by $693,287, or 23.78%, to $2,222,280 for the three months ended March 31, 2026 from

$2,915,567 for the three months ended March 31, 2025.

The decrease in revenue is mainly attributable to a decrease in surgical procedures

services in the first quarter of 2026 from the first quarter of 2025 and due to the decrease in the realization rate to 41% in the first

quarter of 2026 from 44% the first quarter of 2025.

Our total revenue decreased by $629,450, or 22.57%, to $2,159,557 for the three months ended June 30, 2026 from

$2,789,007 for the three months ended June 30, 2025.

The decline in revenue was mainly driven by a lower implicit realization rate on

patient case claim settlements, slightly offset by gradually increasing overall patient visits volumes and billed procedures.

The realization

rate decreased to 41% for the second quarter of 2026 (unchanged from the prior quarter 2026), compared with 43% for the second quarter

of 2025 (unchanged from the prior quarter 2025).

Cost of sales .

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Our total cost

of sales decreased by $170,809, or 15.89%, to $904,225 for the three months ended March 31, 2026 from $1,075,034 for the three months

ended March 31, 2025.

As a percentage of revenue, cost of sales increased from 36.87% for the three months ended March 31, 2025 to 40.69%

for the three months ended March 31, 2026.

The increase is attributable to a decrease in revenue as noted above, a decrease in personnel

related expenses and a decrease in laboratory fees.

of sales decreased by $116,506, or 10.65%, to $977,242 for the three months ended June 30, 2026 from $1,093,748 for the three months ended

June 30, 2025.

As a percentage of revenue, cost of sales increased from 39.22% for the three months ended June 30, 2025 to 45.25% for

the three months ended June 30, 2026.

The increase is attributable to a decrease in revenue as noted above, which more than offset decreases

in personnel related expenses and laboratory fees.

Gross profit .

As a result of the

foregoing, our total gross profit decreased by $522,478, or 28.39%, to $1,318,055 for the three months ended March 31, 2026 from $1,840,533

for the three months ended March 31, 2025.

foregoing, our total gross profit decreased by $512,944, or 30.26%, to $1,182,315 for the three months ended June 30, 2026 from $1,695,259

for the three months ended June 30, 2025.

Our total gross margin (as a percentage of revenue) decreased from 60.78% for the three months

ended March 31, 2025 to 59.31% for the three months ended March 31, 2026.

ended June 30, 2025 to 54.75% for the three months ended June 30, 2026.

Depreciation expense .

Our depreciation

expense was $593, or 0.03% of revenue, for the three months ended March 31, 2026, as compared to $3,365, or 0.12% of revenue, for the

three months ended March 31, 2025.

expense was $253, or 0.01% of revenue, for the three months ended June 30, 2026, as compared to $763, or 0.03% of revenue, for the three

months ended June 30, 2025.

Share-based compensation expense .

Share-based compensation expense was $366,939 and $97,500 for the three months ended June 30, 2026 and 2025, respectively.

compensation expense in 2026 consisted of expense related to the issuance of common stock to our board of directors, officers and employees,

our investor relations firm and other consultants for services provided.

Share-based compensation expense in 2025 consisted of expense

related to the issuance of common stock to our investor relations firm.

Selling, general and administrative expenses .

Our selling, general and administrative expenses consist primarily of accounting, auditing, legal and public reporting expenses, personnel

expenses, including employee salaries and bonuses plus related payroll taxes, advertising expenses, professional advisor fees, credit

losses, rent expense, insurance and other expenses incurred in connection with general operations.

Our selling, general and administrative

expenses increased by $372,447, or 37.72%, to $1,359,766 for the three months ended June 30, 2026 from $987,319 for the three months ended

June 30, 2025.

As a percentage of revenue, our selling, general and administrative expenses were 62.97% and 35.40% for the three months

ended June 30, 2026 and 2025, respectively.

The increase in selling, general and administrative expenses was primarily attributable to

an increase in professional fees.

Total other (expense) income .

had $1,934,263 in total other expense, net, for the three months ended June 30, 2026, as compared to $1,836,072 in total other expense,

net, for the three months ended June 30, 2025.

Total other expense, net, for the three months ended June 30, 2026 consisted of interest

expense of $2,137,419 and amortization of debt discounts of $22,893, offset slightly by a $226,049 gain from the change in fair value

of the derivative liability.

Other expense, net, for the three months ended June 30, 2025 consisted entirely of interest expense.

increase in interest expense is primarily attributable to the increase in initial and incremental fees charged on the number of existing

purchases and claims under the line of credit described below.

The convertible notes derivative liabilities are remeasured at fair value

each reporting period using a Monte Carlo simulation model and the commitment shares derivative liability using a Black-Scholes option-pricing

Changes in assumptions, as well as changes in our stock price during the period, resulted in a decrease in the estimated fair value

of the derivative liability and the corresponding gain.

As a result of the cumulative

effect of the factors described above, our net loss was $2,478,906 for the three months ended June 30, 2026, as compared to $1,226,395

for the three months ended June 30, 2025, an increase in loss of $1,252,511, or 102.13%.

Comparison of Six Months Ended June 30,

2026 and 2025

The following table sets forth key components

of our results of operations during the six months ended June 30, 2026 and 2025, both in dollars and as a percentage of our revenue.

Six Months Ended June 30,

Total revenue

Total cost of sales

Operating expenses

Depreciation expense

Loss on disposal of fixed assets

For the three months ended March 31, 2025, we recognized a loss on disposal of fixed assets of $12,593, which resulted from the identification

Share-based compensation

Selling, general and administrative

Total operating expenses

(Loss) income from operations

Other (expense) income

Other income (expense)

Derivative liability loss on issuance and changes in fair value

Interest expense

Amortization of debt discounts

Total other expense

$ (5,570,980 )

$ (1,677,172 )

For the six months ended

June 30, 2026 and 2025, all our revenue was generated by our healthcare segment, which generates revenue through a full range of diagnostic

and surgical services.

Our total revenue decreased by $1,322,737, or 23.19%, to $4,381,837 for the six months ended June 30, 2026 from

$5,704,574 for the six months ended June 30, 2025.

The decrease in revenue is mainly attributable to a slight decrease in billed surgical

procedure services in the first half of 2026 from the first half of 2025 as well as a lower implicit realization rate on patient case

claim settlements.

The realization rate decreased to 41% for the first half of 2026, compared with 43% for the first half of 2025.

Cost of sales .

Our total cost of

sales decreased by $287,315, or 13.25%, to $1,881,467 for the six months ended June 30, 2026 from $2,168,782 for the six months ended

June 30, 2025.

As a percentage of revenue, cost of sales increased from 38.02% for the six months ended June 30, 2025 to 42.94% for the

six months ended June 30, 2026.

The increase is attributable to a decrease in revenue as noted above, which more than offset decreases

in personnel related expenses and laboratory fees.

Gross profit .

As a result of the

foregoing, our total gross profit decreased by $1,035,422, or 29.28%, to $2,500,370 for the six months ended June 30, 2026 from $3,535,792

for the six months ended June 30, 2025.

Our total gross margin (as a percentage of revenue) decreased from 61.98% for the six months ended

June 30, 2025 to 57.06% for the six months ended June 30, 2026.

Depreciation expense .

Our depreciation

expense was $846, or 0.02% of revenue, for the six months ended June 30, 2026, as compared to $4,128, or 0.07% of revenue, for the six

months ended June 30, 2025.

Loss on disposal of fixed assets .

For the six months ended June 30, 2025, we recognized a loss on disposal of fixed assets of $12,593, which resulted from the identification

of certain medical equipment that was no longer functional in our medical facilities.

Share-based compensation expense .

Share based compensation expense was $664,196 and $0 for the three months March 31, 2026 and 2025, respectively.

Share-based compensation expense was $1,031,135 and $97,500 for the six months June 30, 2026 and 2025, respectively.

Share-based compensation

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relations firm and other consultants for services provided.

Share-based compensation expense in 2025 consisted of expense related to the

issuance of common stock to our investor relations firm.

Selling, general and administrative expenses .

Our selling, general and administrative expenses consist primarily of accounting, auditing, legal and public reporting expenses, personnel

expenses, including employee salaries and bonuses plus related payroll taxes, advertising expenses, professional advisor fees, credit

losses, rent expense, insurance and other expenses incurred in connection with general operations.

Our selling, general and administrative

expenses decreased by $116,216, or 9.07%, to $1,164,425 for the three months ended March 31, 2026 from $1,280,641 for the three months

ended March 31, 2025.

As a percentage of revenue, our selling, general and administrative expenses were 52.40% and 43.92% for the three

months ended March 31, 2026 and 2025, respectively.

The decrease in selling, general and administrative expenses was primarily attributable

to lower billing costs, rent expense and travel expenses.

Additional there were no credit losses recorded for the three months ended March

These decreases were partially offset by an increase in professional fees.

Our selling, general and administrative expenses increased by $256,231, or 11.30%, to $2,524,191 for the six months ended June 30, 2026

from $2,267,960 for the six months ended June 30, 2025.

As a percentage of revenue, our selling, general and administrative expenses were

57.61% and 39.76% for the six months ended June 30, 2026 and 2025, respectively.

The increase in selling, general and administrative expenses

was primarily attributable to an increase in professional fees, offset slightly by lower rent expense and travel expenses as well as a

lower credit loss expense recorded.

Total other (expense) income .

had $2,580,915 in total other expense, net, for the three months ended March 31, 2026, as compared to $994,711 in total other expense,

net, for the three months ended March 31, 2025.

Total other expense, net, for the three months ended March 31, 2026 consisted of interest

expense of $1,910,737, a $668,821 loss from issuance or change in fair value of the derivative liability, and amortization of debt discounts

had $4,515,178 in total other expense, net, for the six months ended June 30, 2026, as compared to $2,830,783 in total other expense,

net, for the six months ended June 30, 2025.

Total other expense, net, for the six months ended June 30, 2026 consisted of interest expense

of $4,048,156, a $442,772 loss from issuance or change in fair value of the derivative liability, and amortization of debt discounts of

These expenses were offset slightly by other income of $10,081 from the return of funds related to a fraudulent bank transaction.

Other expense, net, for the three months ended March 31, 2025 consisted of interest expense of $993,114 and other expense of $1,597.

Other expense, net, for the six months ended June 30, 2025 consisted of interest expense of $2,829,186 and other expense of $1,597.

increase in interest expense is primarily attributable to the increase in initial and incremental fees charged on the number of existing

purchases and claims under the line of credit described below.

We recorded a loss on issuance of derivative liability of $1,192,640 related

to the bifurcation of conversion options in several convertible notes issued during the first quarter of 2026.

This was offset by a $523,819

gain on the revaluation of the derivative liability as of March 31, 2026 for the change in fair value of the derivative liability.

derivative liability is remeasured at fair value each reporting period using a Monte Carlo simulation model.

Changes in assumptions, as

well as changes in our stock price during the period, resulted in a decrease in the estimated fair value of the derivative liability and

the corresponding loss.

The derivative liability is remeasured at fair value each reporting period

using a Monte Carlo simulation model.

Changes in assumptions, as well as changes in our stock price during the period, resulted in a decrease

in the estimated fair value of the derivative liability and the corresponding loss.

As a result of the cumulative

effect of the factors described above, our net loss was $3,092,074 for the three months ended March 31, 2026, as compared to $450,777

for the three months ended March 31, 2025, an increase in loss of $2,641,297, or 585.94%.

effect of the factors described above, our net loss was $5,570,980 for the six months ended June 30, 2026, as compared to $1,677,172 for

the six months ended June 30, 2025, an increase in loss of $3,893,808, or 232.17%.

Liquidity and Capital Resources

As of March 31, 2026, we had $683,507 in cash.

As of June 30, 2026, we had $217,654 in cash.

To date, we have financed our operations primarily through revenue generated from operations, sales of securities, advances from stockholders

and third-party and related party debt.

We believe, based on our operating plan, that

current working capital and current and expected additional financing should be sufficient to fund operations and satisfy our obligations

as they come due for at least one year from the financial statement issuance date.

However, additional

funds from new financing and/or future equity raises are required for continued operations and to execute our business plan and our strategy

of acquiring additional businesses.

The funds required to sustain operations range between

$600,000 to $1 million and additional funds execute our business plan will depend on the size, capital structure and purchase price consideration

that the seller of a target business deems acceptable in a given transaction.

The amount of funds needed to execute our business plan

also depends on what portion of the purchase price of a target business the seller of that business is willing to take in the form of

seller notes or our equity or equity in one of our subsidiaries.

Given these factors, we believe that the amount of outside additional

capital necessary to execute our business plan on the low end (assuming target company sellers accept a significant portion of the purchase

price in the form of seller notes or our equity or equity in one of our subsidiaries) ranges between $5 million to $10 million.

to the extent, that sellers are unwilling to accept a significant portion of the purchase price in seller notes and equity, then the cash

required to execute our business plan could be as much as $10 million.

We intend to raise capital for additional acquisitions

primarily through equity and debt financings.

The sale of additional equity securities could result in dilution to our stockholders.

incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial

covenants that would restrict our operations.

Financing may not be available in amounts or on terms acceptable to us, if at all.

is no guarantee that we will be able to acquire additional businesses under the terms outlined above.

The financial statements were prepared on a going

concern basis and do not include any adjustment with respect to these uncertainties.

Our ability to continue as a going concern and the

appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions.

We have prospective

investors and believe the raising of capital will allow us to fund our cash flow shortfalls and pursue new acquisitions.

no assurance that we will be able to obtain sufficient capital from debt or equity transactions or from operations in the necessary time

frame or on terms acceptable to us.

Should we be unable to raise sufficient funds, we may be required to curtail our operating plans.

The accompanying condensed consolidated financial

statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of

assets and liabilities and commitments in the normal course of business.

We have sustained operating losses since inception and have an

accumulated deficit of $85,617,319 as of June 30, 2026 and have a negative cash flow from operations of $668,649 for the six months ended

June 30, 2026.

These factors raise a substantial doubt about our company’s ability to continue as a going concern.

The accompanying

condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded

asset amounts or the amounts and classifications of liabilities that might result if we are unable to continue as a going concern.

The ability of our company to continue as a going

concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions.

has prospective investors and believes the raising of capital will allow us to fund our cash flow shortfalls and pursue new acquisitions.

However, there can be no assurance that we will be able to obtain sufficient capital from debt or equity transactions or from operations

in the necessary time frame or on terms acceptable to us.

Furthermore, the sale of additional equity securities could result in dilution

to our stockholders and the incurrence of indebtedness would result in increased debt service obligations and could require us to agree

to operating and financial covenants that would restrict our operations.

Should we be unable to raise sufficient funds, we may be required

to curtail our operating plans.

In addition, increases in expenses may require cost reductions.

No assurance can be given that we will be able to operate profitably on

a consistent basis, or at all, in the future.

Should we not be able to raise sufficient funds, it may cause cessation of operations.

No assurance can be given that we will

be able to operate profitably on a consistent basis, or at all, in the future.

Should we not be able to raise sufficient funds, it may

cause cessation of operations.

Summary of Cash Flow

The following table provides detailed information

about our net cash flow for the three months ended March 31, 2026 and 2025.

Three Months Ended March 31,

about our net cash flow for the six months ended June 30, 2026 and 2025.

Six Months Ended June 30,

Net cash used in operating activities

$ (1,889,003 )

Net cash provided by financing activities

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Our net cash used in operating activities from

continuing operations was $16,730 for the three months ended March 31, 2026, as compared to $491,420 for the three months ended March

The primary drivers of our net cash used in operating activities for the three months ended March 31, 2026 are our net loss

of $3,092,074 and an increase of $819,945 in accounts receivable, offset by an increase of $1,955,970 in interest expense from the line

of credit, the loss on issuance or change in value of the derivative liability of $668,821, stock compensation expense or shares issued

for services rendered of $664,196, and increase of $224,261 in accounts payable and other accrued expenses, and an increase in accrued

related parties compensation expense of $410,629.

For the three months ended March 31, 2025, the primary drivers of our net cash used

in operating activities was our net loss of $450,777 and an increase of $1,680,291 in accounts receivable, offset by increases of $1,137,308

in interest expense from the line of credit, $230,608 in accounts payable and other accrued expenses and $101,773 in accrued interest.

continuing operations was $668,649 for the six months ended June 30, 2026, as compared to $1,889,003 for the six months ended June 30,

The primary drivers of our net cash used in operating activities for the six months ended June 30, 2026 are our net loss of $5,570,980

and an increase of $1,684,667 in accounts receivable, offset by an increase of $4,165,687 in interest expense from the line of credit,

the loss on issuance or change in value of the derivative liability of $442,772, stock compensation expense or shares issued for services

rendered of $1,031,135, an increase of $339,108 in accounts payable and other accrued expenses, and an increase in accrued related parties

compensation expense of $626,247.

For the six months ended June 30, 2025, the primary drivers of our net cash used in operating activities

was our net loss of $1,677,172 and an increase of $3,371,656 in accounts receivable, offset by increases of $2,579,283 in interest expense

in the line of credit balance, $119,855 in accounts payable and other accrued expenses, $112,468 in accrued related parties compensation,

and $137,211 in accrued interest.

We monitor outstanding patient cases as they develop

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This includes a monthly review of historical data and settlement

realization rates, along with estimates of current and pending settlements through ongoing discussions with attorneys, doctors and third-party

medical billing company in order to determine the variable consideration under ASC 606 and the net transaction price.

For the three months

ended March 31, 2026 and 2025, we realized a 41% and 44% average settlement rate of its gross billed charges, respectively.

We had no investing activities for the three months

ended March 31, 2026 and 2025.

realization rates, along with estimates of current and pending settlements through ongoing discussions with attorneys, doctors and the

Company’s third-party medical billing company in order to determine the variable consideration under ASC 606 and the net transaction

For the six months ended June 30, 2026 and 2025, we realized a 41% and 43% average settlement rate of its gross billed charges,

respectively.

We had no investing activities for the six months

ended June 30, 2026 and 2025.

Our net cash provided by financing activities

was $381,702 for the three months ended March 31, 2026, as compared to $299,993 for the three months ended March 31, 2025.

was $567,768 for the six months ended June 30, 2026, as compared to $1,260,533 for the six months ended June 30, 2025.

Net cash provided

by financing activities for the three months ended March 31, 2026 consisted of proceeds from the issuance of convertible notes totaling

$845,000, offset by net payments on the line of credit of $243,705, payments of debt issuance costs of $142,400, payment of note payable

of $75,000 and repayments of the Small Business Administration loan described below of $2,193.

Net cash provided by financing activities

for the three months ended March 31, 2025 consisted of proceeds from line of credit of $427,186, offset by the payment of note payable

of $75,000, payment of preferred stock dividends of $50,000 and repayments of the Small Business Administration loan described below of

by financing activities for the six months ended June 30, 2026 consisted of proceeds from the issuance of convertible notes totaling $1,113,889,

offset by net payments on the line of credit of $236,646, payments of debt issuance costs of $195,089, payment of note payable of $110,000

and repayments of the Small Business Administration loan described below of $4,386.

Net cash provided by financing activities for the

six months ended June 30, 2025 consisted of proceeds from line of credit of $1,464,919, offset by the payment of note payable of $150,000,

payment of preferred stock dividends of $50,000 and repayments of the Small Business Administration loan described below of $4,386.

Convertible Notes

of March 31, 2026, we had convertible debt outstanding, at carrying value, of $279,772.

During the three months ended March 31, 2026,

we received $702,600 in net proceeds from convertible notes and no interest was repaid.

discounts associated with the convertible debt at March 31, 2026 were $815,228.

Please see Note 9 to the accompanying unaudited condensed

consolidated financial statements for a description of the terms of our convertible debt.

Promissory Note – Settlement Agreement

In June 2024, we issued a settlement promissory

note in the amount of $535,000 in connection with the cancellation of certain preferred stock and convertible notes.

The note does not

bear interest and requires fixed principal payments based on the timing and amount of capital raised in future offerings.

During the three

months ended March 31, 2026, we paid $75,000 toward the outstanding principal balance.

At March 31, 2026 and December 31, 2025, the remaining

principal balance was $35,000 and $110,000, respectively.

As of June 30, 2026, we had convertible debt outstanding,

at carrying value, of $302,765.

During the six months ended June 30, 2026, we received $918,800 in net proceeds from convertible notes

and settled accrued interest totaling $10,784 in 4,175 shares of our common stock.

Debt discounts associated with the convertible debt

at June 30, 2026 were $1,061,124.

Please see Note 8.

Convertible Notes Payable to the accompanying unaudited condensed consolidated

financial statements for a description of the terms of our convertible debt.

On March 12, 2009, we issued a debenture in the

2 unchanged sentences

The balance of the debenture

was $10,989 at March 31, 2026 and the accrued interest was $10,513.

was $10,989 at June 30, 2026 and the accrued interest was $10,842.

We assigned all our receivables from consumer activations of the rewards

4 unchanged sentences

The principal balance and accrued

interest at March 31, 2026 was $142,690 and $0, respectively.

interest at June 30, 2026 was $141,843 and $0, respectively.

Line of Credit

9 unchanged sentences

and security agreement includes discounts recorded as interest expense on each funding and matures on September 28, 2028.

As of June 30,

2026, we had an outstanding balance of $21,138,949 against the revolving receivable line of credit and accrued interest of $653,551.

Related Party Loans

On June 30, 2026, we issued an unsecured promissory

note in the principal amount of $233,333 to Daniel Thompson, our former Chairman of the Board and a significant stockholder, to resolve

outstanding accrued compensation obligations.

The note bears interest at 5% annually and matures on June 30, 2028.

As of June 30, 2026,

we had an outstanding balance of $233,333 on this note and accrued interest of $1,446.

On March 6, 2026, we entered into a lock-up and

compensation resolution agreement with Daniel Thompson, our former Chairman of the Board and a significant stockholder, to resolve outstanding

accrued compensation obligations.

Under the agreement, we issued an unsecured promissory note in the principal amount of $116,667 bearing

interest at 10% annually, payable interest-only in year one and 50% principal in each of years two and three, with all amounts due within

As of March 31, 2026, we had an outstanding balance of $116,667 on this note and accrued interest of $23,493.

compensation resolution agreement with Daniel Thompson to resolve outstanding accrued compensation obligations.

Under the agreement, we

issued an unsecured promissory note in the principal amount of $116,667 bearing interest at 10% annually, payable interest-only in year

one and 50% principal in each of years two and three, with all amounts due within three years.

As of June 30, 2026, we had an outstanding

balance of $116,667 on this note and accrued interest of $22,071.

On December 21, 2025, in connection with bonuses

4 unchanged sentences

$460,000 to Daniel Thompson.

These notes bear interest of 5% per annum and mature on June 30, 2026.

As of March 31, 2026, we had an outstanding

balance of $1,085,703 on these notes and accrued interest of $15,021.

These notes bear interest of 5% per annum and matured on June 30, 2026.

As of June 30, 2026, these loans

are in default, had an outstanding balance of $1,085,703 and accrued interest of $28,555.

Contractual Obligations

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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