1 unchanged sentence
CONSOLIDATED BALANCE SHEETS
−Removed: September 30,2025
−Removed: December 31, 2024
Current assets:
Deposits on inventory
−Removed: Deposits on inventory - related party
−Removed: Deposits on inventory
Accounts receivable, net
6 unchanged sentences
Accounts payable
−Removed: Cash overdraft
Liabilities for product returns and credits
8 unchanged sentences
Note payable to stockholders
−Removed: Derivative liability
+Added: Derivative liabilities
Liabilities from discontinued operations
Total current liabilities:
+Added: Deferred tax liability
Note payable, net of current portion
16 unchanged sentences
CONSOLIDATED STATEMENTS OF OPERATIONS
−Removed: Three Months Ended
−Removed: September 30,
−Removed: Nine Months Ended
−Removed: September 30,
+Added: For the Three Months Ended
Cost of sales
3 unchanged sentences
Total operating expenses
−Removed: Loss from operations
+Added: Income (loss) from operations
Other income (expense)
2 unchanged sentences
Gain (loss) on derivative valuation
−Removed: Loss on disposal
Total other expense
−Removed: ( 1,336,006 )
Net loss from continuing operations
+Added: Income (loss) from discontinued operations
+Added: Net Income (Loss) before income tax
+Added: Net Income (Loss)
$ ( 155,436 )
+Added: Net loss from continuing operations per common share, basic and diluted
+Added: Net income (loss) from discontinued operations per common share, basic and diluted
+Added: Net income (loss) per common share, basic and diluted
+Added: Basic and diluted weighted average common shares outstanding
+Added: accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
+Added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
+Added: THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
+Added: stockholders’
+Added: Balance, December 31, 2025
$ ( 62,345,701 )
−Removed: Loss from discontinued operations
−Removed: Net loss before income tax
$ ( 25,107,195 )
+Added: Balance, March 31, 2026
$ ( 60,125,000 )
$ ( 22,886,494 )
+Added: stockholders’
+Added: Balance, December 31, 2024
$ ( 61,644,067 )
$ ( 24,405,561 )
+Added: Net income (loss)
+Added: Balance, March 31, 2025
$ ( 61,799,503 )
−Removed: Net loss from continuing operations per common share, basic and diluted
−Removed: Net loss from discontinued operations per common share, basic and diluted
−Removed: Net loss per common share, basic and diluted
−Removed: Basic and diluted weighted average common shares outstanding
−Removed: accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
−Removed: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
−Removed: THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
−Removed: stockholders’
−Removed: December 31, 2024
−Removed: March 31, 2025
−Removed: June 30, 2025
−Removed: September 30, 2025
−Removed: stockholders’
−Removed: December 31, 2023
−Removed: March 31, 2024
−Removed: June 30, 2024
−Removed: September 30, 2024
+Added: $ ( 24,560,997 )
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: For the Nine Months Ended September 30,
+Added: For the Three Months Ended
Cash flows from operating activities
+Added: Net income (loss)
$ ( 155,436 )
+Added: Adjustments to reconcile net income (loss) to net cash used by operating activities:
+Added: (Income) loss from discontinued operations
( 2,286,438 )
−Removed: Adjustments to reconcile net loss to net cash used by operating activities:
−Removed: Loss from discontinued operations
Depreciation expense
−Removed: (Gain) loss on derivative valuation
+Added: Gain on derivative valuation
Debt discount amortization
6 unchanged sentences
Accounts payable
−Removed: Liabilities for product returns
+Added: Liabilities for product returns and credits
Accrued liabilities
−Removed: Income tax liability
Accrued payroll and compensation
1 unchanged sentence
Net cash used by operating activities
−Removed: ( 1,031,790 )
Cash flows from financing activities:
9 unchanged sentences
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
−Removed: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1 — ORGANIZATION AND NATURE OF OPERATIONS
22 unchanged sentences
In the opinion of our management, all adjustments, including
−Removed: normal recurring adjustments necessary to present fairly our financial position, as of September 30, 2025, and the results of our operations
−Removed: and cash flows for the nine months then ended have been included.
+Added: normal recurring adjustments necessary to present fairly our financial position, as of March 31, 2026, and the results of our operations
+Added: and cash flows for the three months then ended have been included.
The results of operations for the interim period are not necessarily
19 unchanged sentences
Deposit Insurance Corporation insurable limit.
+Added: of March 31, 2026 and December 31, 2025, one customer represented 75.8 % and 97.4 %, respectively, of the Company’s total accounts
+Added: receivable, resulting in a significant concentration of credit risk.
+Added: segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the
+Added: Chief Operating Decision Maker (“CODM”), or decision maker group, in deciding how to allocate resources to an individual
+Added: segment and in assessing performance.
+Added: Our chief operating decision maker is the Chief Executive Officer.
+Added: The Company has two operating
+Added: segments as of March 31, 2026 and December 31, 2025 (see Note 12).
consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
There were no cash
−Removed: equivalents as of September 30, 2025 and December 31, 2024.
+Added: equivalents as of March 31, 2026 and December 31, 2025.
follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue
9 unchanged sentences
returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.
−Removed: the nine months ended September 30, 2025 and 2024, we recognized revenue of $ 57,976 and $ 68,709 , respectively, related to the performance
+Added: the three months ended March 31, 2026 and 2025, we recognized revenue of $ 19,632 and $ 20,408 , respectively, related to the performance
obligations under product development service agreements with customers.
−Removed: These contracts are long term in nature and revenue is recognized
−Removed: at certain milestone intervals upon our delivery and customer acceptance of work product related to those milestones:
−Removed: namely, product
−Removed: design, packaging, branding display, and prototypes.
−Removed: There were no costs to obtain the contracts identified, and therefore, no asset
−Removed: has been recorded for customer acquisition costs.
−Removed: We have not recognized impairment losses related to the receivables from these contracts
−Removed: during the nine months ended September 30, 2025 and 2024.
+Added: We recognize $ 5,000 per month for administrative services and
+Added: a 5% markup per agreement .
Additionally,
−Removed: we recognized revenues of $ 1,019,767 and $ 1,007,243 during the nine months ended September 30, 2025 and 2024, respectively, related to
−Removed: the delivery of products to our customers.
+Added: we recognized revenues of $ 1,141,721 and $ 440,408 during the three months ended March 31, 2026 and 2025, respectively, related to the
+Added: delivery of products to our customers.
Each delivery is based on the unique contract with the customer, which is a stand-alone contract
4 unchanged sentences
to the delivery of product.
+Added: Payment terms depend on customer agreement and length of relationship.
+Added: It varies between cash in advance
+Added: to 30-60 days term.
that have been recognized but not yet received are recorded as accounts receivable.
The Company estimates credit losses based on the
−Removed: Current Expected Credit Losses (CECL) model as required by ASC 326.
−Removed: The allowance for credit losses is based on a variety of factors,
−Removed: including historical loss experience, current conditions, and reasonable and supportable forecasts of future economic conditions.
−Removed: of September 30, 2025 and December 31, 2024, the Company has recorded an allowance for doubtful accounts of $ 783 and $ 4,839 , respectively.
+Added: Current Expected Credit Losses (“CECL”) model in accordance with ASC 326.
+Added: The allowance for credit losses is based on a variety
+Added: of factors, including historical loss experience, current conditions, and reasonable and supportable forecasts of future economic conditions.
+Added: adoption of ASU 2025-05 in the year ended December 31, 2025, the Company elected the practical expedient to estimate expected credit
+Added: losses based on actual uncollected accounts.
+Added: Under this approach, the Company recognizes credit losses as receivables are deemed uncollectible
+Added: rather than applying more complex forward-looking modeling.
+Added: The Company applied this guidance prospectively, and the adoption did not
+Added: have a material impact on the Company’s consolidated financial statements.
+Added: The election of this practical expedient simplifies
+Added: the estimation process by reducing the level of judgment and complexity required in applying the CECL model.
+Added: of March 31, 2026 and December 31, 2025, the Company has recorded an allowance for doubtful accounts of $ 39,221 and $ 65,704 , respectively.
in Securities
−Removed: cost-method investment consists of an investment in a private digital multi-media technology company that totaled $ 248,000 and $ 248,000
−Removed: at September 30, 2025 and December 31, 2024, respectively.
−Removed: Because we owned less than 20 % of that company’s stock as of each date,
−Removed: and no significant influence or control exists, the investment is accounted for using the cost method.
−Removed: Pursuant to ASC 321, the Company
−Removed: also searched for observable transactions in the investee’s stock and found none.
+Added: cost-method investment consists of an investment in a private digital multi-media technology company that totaled $ 248,000
+Added: and $ 248,000
+Added: at March 31, 2026 and December 31, 2025, respectively.
+Added: Because we owned less than 20 %
+Added: of that company’s stock as of each date, and no significant influence or control exists, the investment is accounted for using
+Added: the cost method.
+Added: Pursuant to ASC 321, the Company also searched for observable transactions in the investee’s stock and found
+Added: We evaluated the investment for impairment and determined that the investment was not impaired as of March 31,
are stated at the lower of average cost or net realizable value.
−Removed: Cost on manufactured inventories includes labor, material, and overhead.
−Removed: Overhead cost is based on indirect costs allocated to cost of sales, work-in-process inventory, and finished goods inventory.
−Removed: overhead costs have been charged to cost of sales or capitalized as inventory, based on management’s estimate of the benefit of
−Removed: indirect manufacturing costs to the manufacturing process.
there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value.
4 unchanged sentences
These deposits are carried as a separate balance sheet
−Removed: component and total $ 339,361 (non-related-party) and $ 0 (related-party) as of September 30, 2025, and $ 28,803 (non-related-party) and
+Added: component and total $ 309,426 (non-related-party) and $ 0 (related-party) as of March 31, 2026 and $ 281,288 (non-related-party) and $ 0
(related-party) as of December 31, 2025.
−Removed: most of tobacco related products, the Company pays in advance for Federal Excise Taxes and State Excise Taxes prior to receiving product.
−Removed: The Company accrues those taxes on its balance sheet and expenses them per-unit basis as sold.
+Added: most of the tobacco related products, the Company pays in advance for Federal Excise Taxes and State Excise Taxes prior to receiving
+Added: The Company accrues those taxes on its balance sheet and expenses them on a per-unit basis as sold.
balances consisted of the following:
SCHEDULE OF INVENTORY
−Removed: September 30,
Finished goods
18 unchanged sentences
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES CARRIED AT FAIR VALUE MEASURED ON RECURRING BASIS
−Removed: September 30,
+Added: Quoted prices
+Added: inputs (Level 2)
+Added: inputs (Level 3)
Derivative liabilities
+Added: Quoted prices
+Added: inputs (Level 2)
+Added: inputs (Level 3)
Derivative liabilities
5 unchanged sentences
215,792,611 and 237,997,505 potentially issuable shares from the conversions of convertible debentures outstanding that were excluded
−Removed: in dilutive outstanding shares for the nine months ended September 30, 2025 and 2024, respectively, due to the anti-dilutive effect these
+Added: in dilutive outstanding shares for the three months ended March 31, 2026 and 2025, respectively, due to the anti-dilutive effect these
would have on net loss per share.
3 unchanged sentences
but may do so in the future.
+Added: taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus
+Added: deferred taxes related primarily to tax net operating loss carryforwards.
+Added: The deferred tax assets and liabilities represent the future
+Added: tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or
+Added: settled, as well as operating loss carryforwards.
+Added: Deferred tax assets and liabilities are measured using enacted tax rates expected to
+Added: apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
+Added: The effect on deferred
+Added: tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
+Added: allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred
+Added: tax assets will not become available.
+Added: Because the judgment about the level of future taxable income is dependent to a great extent on
+Added: matters that may, at least in part, be beyond our control, it is at least reasonably possible that management’s judgment about
+Added: the need for a valuation allowance for deferred taxes could change in the near term.
+Added: benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities.
+Added: amount recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon settlement.
+Added: for “unrecognized tax benefits” is recorded for any tax benefits claimed in our tax returns that do not meet these recognition
+Added: and measurement standards.
+Added: As of March 31, 2026 and December 31, 2025, no liability for unrecognized tax benefits was required to be
Issued Accounting Pronouncements
−Removed: Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):
−Removed: to Reportable Segment Disclosures, in November 2023.
−Removed: This update enhances segment reporting disclosures to provide investors with more
−Removed: useful and transparent information about a company’s operating segments.
−Removed: Public companies must now disclose significant segment
−Removed: expenses that are regularly reviewed by the chief operating decision-maker (CODM).
−Removed: These expenses should be reported on an itemized basis,
−Removed: providing more insight into segment profitability.
−Removed: Companies must provide segment disclosures in both annual and interim reports.
−Removed: disclosures apply to all public entities under FASB’s segment reporting rules.
−Removed: Effective for fiscal years beginning after December
−Removed: 15, 2023, including interim periods within those fiscal years.
−Removed: The Company adopted this ASU, effective for the year ended December 31,
−Removed: Refer to Note 12 for disclosure of Segment information.
Company continually assesses any new accounting pronouncements to determine their applicability.
4 unchanged sentences
3 — GOING CONCERN
−Removed: accompanying unaudited consolidated financial statements have been prepared in conformity with US GAAP, which considers our
−Removed: continuation as a going concern.
−Removed: We had a working capital deficiency of $ 22,897,132 ,
−Removed: as of September 30, 2025, and a net loss from continuing operations of $ 1,013,957 for
−Removed: the nine months ended September 30, 2025.
−Removed: As of September 30, 2025, we had an accumulated deficit of $ 62,782,131 .
−Removed: These conditions raise substantial doubt about our ability to continue as a going concern.
+Added: accompanying consolidated financial statements have been prepared in conformity with US GAAP, which considers our continuation as a going
+Added: We had a working capital deficiency of $ 20,184,819 , as of March 31, 2026, and a net loss from continuing operations of $ 65,737
+Added: for the three months ended March 31, 2026.
+Added: As of March 31, 2026, we had an accumulated deficit of $ 60,125,000 .
+Added: These conditions raise
+Added: substantial doubt about our ability to continue as a going concern.
ability to continue as a going concern is dependent upon our ability to successfully accomplish our business plan and eventually attain
20 unchanged sentences
SCHEDULE OF PROPERTY AND EQUIPMENT AND ESTIMATED SERVICE LIVES
−Removed: September 30,
Furniture and office equipment
1 unchanged sentence
Property and equipment, net
−Removed: recorded $ 1,313
−Removed: of depreciation expense during the nine months ended September 30, 2025 and 2024.
−Removed: Depreciation expense in included in selling, general and administrative expenses on the Statement of Operations.
+Added: recorded $ 476 and $ 501 of depreciation expense during the three months ended March 31, 2026 and 2025.
5 — RELATED PARTY TRANSACTIONS
2 unchanged sentences
There were no repayments made during the periods presented.
−Removed: At September 30, 2025 and December 31, 2024, the principal amount
−Removed: owing on the note was $ 151,833 and $ 151,833 , respectively.
+Added: At March 31, 2026 and December 31, 2025, the principal amount owing
+Added: on the note was $ 151,833 and $ 151,833 , respectively.
No demand for payment has been made.
4 unchanged sentences
We made no payments towards the outstanding notes during the periods presented.
−Removed: The principal balance owing on the notes as of September
+Added: The principal balance owing on the notes as of March
31, 2026 and December 31, 2025, was $ 72,466 and $ 72,466 , respectively.
No demand for payment has been made.
−Removed: were $ 19,952 and $ 21,882 short-term advances due to related parties as of September 30, 2025 and December 31, 2024, respectively.
−Removed: of September 30, 2025 and December 31, 2024, we owed our president a total of $ 433,379 and $ 433,379 , respectively, in unsecured advances.
+Added: were $ 1,461,554 and $ 1,400,699 of short-term advances due to related parties as of March 31, 2026 and December 31, 2025, respectively.
+Added: of March 31, 2026 and December 31, 2025, we owed our president a total of $ 433,379 and $ 433,379 , respectively, in unsecured advances.
The advances and short-term bridge loans were approved by our board of directors under a 5 % borrowing fee.
2 unchanged sentences
These amounts are included in our liabilities from discontinued operations.
−Removed: of September 30, 2025 and December 31, 2024, the Company owes the CEO $ 7,059 for short term advances to the Company.
−Removed: The advances are
−Removed: non-interest bearing and due on demand.
−Removed: the nine months ended September 30, 2025, we had a net decrease in deposits with a related-party inventory supplier totaling $ 1,081,548 ,
−Removed: resulting in a credit balance of $ 1,104,000 , which is disclosed as Short-term advances payable - related parties.
−Removed: The related party is
−Removed: an entity controlled by our chief executive officer.
−Removed: All transactions were at a 2 % markup over the related-party’s cost paid for
−Removed: inventory in arm’s-length transactions.
−Removed: Total inventory purchases from the related party were $ 669,044 and $ 731,918 during the
−Removed: nine months ended September 30, 2025 and 2024, respectively.
+Added: inventory purchases from the related parties were $ 0 and $ 231,151 during the three months ended March 31, 2026 and 2025, respectively.
+Added: All transactions were at a 2 % markup over the related party’s cost paid for inventory in arm’s-length transactions.
6 — OTHER ACCRUED LIABILITIES
3 unchanged sentences
SCHEDULE OF ACCRUED LIABILITIES
−Removed: September 30,
Tax liabilities
Accrued Royalty - Globrands LLC
−Removed: accrued liabilities as of September 30, 2025 and December 31, 2024, include a non-interest-bearing payable totaling $ 45,000 and $ 45,000 ,
+Added: accrued liabilities as of March 31, 2026 and December 31, 2025, include a non-interest-bearing payable totaling $ 45,000 and $ 45,000 ,
respectively, that is due on demand and customer deposits totaling $ 1,607,268 and $ 1,774,016 , respectively.
1 unchanged sentence
SCHEDULE OF ACCRUED PAYROLL AND COMPENSATION LIABILITIES
−Removed: September 30,
+Added: March 31, 2026
+Added: December 31, 2025
Director fees
11 unchanged sentences
to be barred by the applicable statute of limitations, which generally is eight years for judgments in Utah.
−Removed: Enterprises, Inc.
−Removed: affiliate, Play Beverages, LLC, filed suit against Playboy Enterprises, Inc., in Cook County, Illinois, Circuit Court in October 2012
−Removed: asserting numerous claims, including breach of contract and tortious interference.
−Removed: Playboy responded with a counterclaim of breach of
−Removed: contract and trademark infringement.
−Removed: After proceedings in October 2016, the court awarded a judgment of $ 6.6 million to Playboy against
−Removed: Play Beverages and CirTran Beverage Corp., our subsidiary.
−Removed: The court denied our motion for a new trial and awarded Playboy treble patent
−Removed: infringement damages and attorney’s fees.
−Removed: We filed a notice of appeal in July 2017 and again in March 2018.
−Removed: Playboy has initiated
−Removed: collection efforts but has recovered no funds.
−Removed: In September 2018, the appellate court affirmed the judgment of the circuit court.
−Removed: balance due related to this judgment, has been included in liabilities in discontinued operations.
−Removed: As of December 31, 2023, the Company
−Removed: received legal representation that the judgement can no longer be enforced after seven years, as a result, the Company has recognized
−Removed: a gain from discontinued operations of $ 18,878,359 of time barred debt previously included in liabilities from discontinued operations.
−Removed: Payroll Taxes, Interest, and Penalties
−Removed: November 2004, the IRS accepted our amended offer in compromise (the “Offer”) to settle delinquent payroll taxes, interest,
−Removed: and penalties, which required us to pay $ 500,000 , remain current in our payment of taxes for five years , and forego claiming any net
−Removed: operating losses for the years 2001 through 2015 or until we paid taxes on future profits in an amount equal to the taxes of $ 1,455,767
−Removed: waived by the Offer.
−Removed: In June 2013, we entered into a partial installment agreement to pay $ 768,526 in unpaid 2009 payroll taxes, which
−Removed: required us to pay the IRS 5 % of cash deposits.
−Removed: The monthly payments were to continue until the account balances were paid in full or
−Removed: until the collection statute of limitation expired on October 6, 2020.
−Removed: We are currently in communication with the IRS regarding the statute
−Removed: of limitations on this settlement and appropriate next steps.
−Removed: During the year ended December 31, 2023, the Company wrote off $ 512,520
−Removed: as time barred debt.
−Removed: The amounts of $ 0 and $ 5,164 were due as September 30, 2025 and December 31, 2024, respectively.
engage Iehab Hawatmeh, our president and chief executive officer, through an employment agreement entered in August 2009 and amended
21 unchanged sentences
On January 1, 2020, we resumed accruing wages for our chief executive officer.
−Removed: $ 223,372 and $ 74,124 was accrued during the periods ended September 30, 2025 and December 31, 2024, respectively.
+Added: $ 86,250 and $ 345,000 was accrued during the periods ended March 31, 2026 and December 31, 2025, respectively.
have entered into agreements requiring us to pay certain royalties for the manufacture and distribution of licensed products.
3 unchanged sentences
SCHEDULE OF NOTES PAYABLE
−Removed: September 30,
Note payable to former service provider for past due account payable (current)
−Removed: Note payable for settlement of debt (long-term)
−Removed: Small Business Administration loans
−Removed: is $ 436,000 and $ 402,906 of accrued interest due on these notes as of September 30, 2025 and December 31, 2024, respectively.
+Added: Note payable for settlement of debt
+Added: Small Business Administration loan
+Added: is $ 458,278 and $ 447,334 of accrued interest due on these notes as of March 31, 2026 and December 31, 2025, respectively.
9 — CONVERTIBLE DEBENTURES
1 unchanged sentence
SCHEDULE OF CONVERTIBLE DEBENTURES
−Removed: September 30,
−Removed: Convertible debenture, 5 % stated interest rate, secured by all our assets, due on May 30, 2022
−Removed: Convertible debenture, 5 % stated interest rate, secured by all our assets, due on February 8, 2022
−Removed: Convertible debenture, 5 % stated interest rate, secured by all our assets, due on May 30, 2022
−Removed: Convertible debenture, 5 % stated interest rate, secured by all our assets, due on December 8, 2022
Convertible debenture, 5 % stated interest rate, secured by all our assets, due on April 30, 2027
+Added: Convertible debenture, 5 % stated interest rate, secured by all our assets, due on April 30, 2027
+Added: Convertible debenture, 5 % stated interest rate, secured by all our assets, due on April 30, 2027
+Added: Convertible debenture, 5 % stated interest rate, secured by all our assets, due on April 30, 2027
+Added: Convertible debenture, 5 % stated interest rate, secured by all our assets, due on April 30, 2027
current portion
2 unchanged sentences
for the 20 trading days prior to conversion.
−Removed: of September 30, 2025 and December 31, 2024, we had accrued interest on the convertible debentures totaling $ 2,147,600 and $ 2,055,232 ,
−Removed: respectively.
+Added: November 26, 2025, the Company and the lender entered into a Forbearance and Standstill Agreement, extending the maturity date on all
+Added: debentures to April 30, 2027.
+Added: of March 31, 2026 and December 31, 2025, we had accrued interest on the convertible debentures totaling $ 2,211,385 and $ 2,179,837 , respectively.
10 — DERIVATIVE LIABILITIES
7 unchanged sentences
We have estimated the fair value of these embedded derivatives for convertible debentures and associated warrants using a Monte Carlo
−Removed: simulation as of September 30, 2025, using the following assumptions:
+Added: simulation as of March 31, 2026 and December 31, 2025, using the following assumptions:
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE
+Added: March 31, 2026
+Added: December 31, 2025
108.7 % - 117.2 %
3 unchanged sentences
0.25 - 1.08 years
+Added: 0.25 - 1.33 years
summary of the activity of the derivative liability for these notes is as follows:
3 unchanged sentences
Balance at December 31, 2025
−Removed: Derivative loss due to mark to market adjustment
−Removed: Balance at September 30, 2025
−Removed: fair values of the derivative instruments are measured each quarter, which resulted in a loss of $ 34,552 and $ 775,157 during the nine
−Removed: months ended September 30, 2025 and 2024, respectively.
−Removed: As of September 30, 2025 and December 31, 2024, the fair market value of the
−Removed: derivatives aggregated $ 2,492,987 and $ 2,458,435 , respectively.
+Added: Derivative gain due to mark to market adjustment
+Added: Balance at March 31, 2026
+Added: fair values of the derivative instruments are measured each quarter, which resulted in a gain of $ 104,436 and $ 132,234 during the three
+Added: months ended March 31, 2026 and 2025, respectively.
+Added: As of March 31, 2026 and December 31, 2025, the fair market value of the derivatives
+Added: aggregated $ 2,289,108 and $ 2,393,544 , respectively.
11 — STOCK OPTIONS AND WARRANTS
Incentive Plans
−Removed: of September 30, 2025 and 2024, we had no unrecognized compensation related to outstanding options that have not yet vested at year-end
−Removed: that would be recognized in subsequent periods.
−Removed: of September 30, 2025 and December 31, 2024, there were 24,000 and 32,000 options, respectively, issued and vested with a weighted average
−Removed: exercise price of $ 0.01 .
−Removed: Outstanding options as of September 30, 2025, consisted of:
+Added: of March 31, 2026 and 2025, we had no unrecognized compensation related to outstanding options that have not yet vested at year-end that
+Added: would be recognized in subsequent periods.
SCHEDULE OF STOCK OPTIONS OUTSTANDING
2 unchanged sentences
Outstanding, December 31, 2025
−Removed: Outstanding, September 30, 2025
−Removed: Exercisable, September 30, 2025
+Added: Exercisable, March 31, 2026
12 — SEGMENTS
6 unchanged sentences
segments to assess the performance of the business of our reportable operating segments.
−Removed: following table details revenue, operating expenses, and assets for the Company’s reportable segments for the period ended September
+Added: following table details revenue, operating expenses, and assets for the Company’s reportable segments as of March 31, 2026.
SCHEDULE OF SEGMENTAL INFORMATION
30 unchanged sentences
( 60,125,000 )
−Removed: ( 55,561,378 )
−Removed: ( 62,782,131 )
Total stockholders’ equity
( 22,886,494 )
−Removed: ( 18,322,872 )
−Removed: ( 25,543,625 )
Total liabilities and stockholders’ deficit
1 unchanged sentence
product lines
−Removed: on inventory - related party
Current Assets:
−Removed: current assets
−Removed: in securities at cost
−Removed: and equipment, net of accumulated depreciation
−Removed: AND STOCKHOLDERS’ EQUITY
−Removed: for product returns and credits
−Removed: advances payable
−Removed: advances payable - related parties
−Removed: advances payable
−Removed: payroll and compensation expense
−Removed: interest, current portion
−Removed: debenture, current portion, net of discounts
−Removed: payable, current portion
−Removed: payable to stockholders
−Removed: from discontinued operations
+Added: Deposits on inventory
+Added: Accounts receivable
+Added: Other current assets
+Added: Total current assets
+Added: Investment in securities at cost
+Added: Property and equipment, net of accumulated depreciation
+Added: LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
−Removed: payable, net of current portion
−Removed: debenture, net of current portion, net of discount
−Removed: Stockholders’
−Removed: paid-in capital
+Added: Accounts payable
+Added: Liabilities for product returns and credits
+Added: Short-term advances payable
+Added: Short-term advances payable - related parties
+Added: Short-term advances payable
+Added: Accrued liabilities
+Added: Accrued payroll and compensation expense
+Added: Accrued interest, current portion
+Added: Convertible debenture, current portion, net of discounts
+Added: Note payable, current portion
+Added: Note payable to stockholders
+Added: Derivative liability
+Added: Liabilities from discontinued operations
+Added: Total current liabilities:
+Added: Note payable, net of current portion
+Added: Convertible debenture, net of current portion, net of discount
+Added: Total liabilities
Stockholders’ Equity:
−Removed: liabilities and stockholders’ deficit
−Removed: following table details revenue, operating expenses, and assets for the Company’s reportable segments for the nine months ended
−Removed: September 30, 2025.
+Added: Additional paid-in capital
+Added: Accumulated deficit
+Added: ( 6,155,024 )
+Added: ( 56,190,677 )
+Added: ( 62,345,701 )
+Added: Total stockholders’ equity
+Added: ( 6,155,024 )
+Added: ( 18,952,171 )
+Added: ( 25,107,195 )
+Added: Total liabilities and stockholders’ deficit
+Added: following table details revenue, operating expenses, and assets for the Company’s reportable segments for the three months ended
+Added: March 31, 2026.
product lines
4 unchanged sentences
Total operating expenses
+Added: Income from operations
+Added: Other income (expense):
+Added: Interest expense
+Added: Gain on forgiveness of debt
+Added: Loss on derivative valuation
+Added: Total other expense
+Added: Net income (loss) from continuing operations
+Added: Income from discontinued operations
+Added: Net Income before income tax
+Added: following table details revenue, operating expenses, and assets for the Company’s reportable segments for the three months ended
+Added: March 31, 2025.
+Added: product lines
+Added: Cost of sales
+Added: Operating expenses:
+Added: Employee costs
+Added: Selling, general and administrative expenses
+Added: Total operating expenses
Loss from operations
3 unchanged sentences
Gain on derivative valuation
−Removed: Income tax refund
−Removed: Loss on disposal
Total other expense
Net loss from continuing operations
−Removed: ( 1,023,280 )
Loss from discontinued operations
1 unchanged sentence
$ ( 155,436 )
−Removed: $ ( 1,138,064 )
+Added: 13 — INCOME TAXES
+Added: Company’s deferred tax assets consist primarily of net operating loss carryforwards and other temporary differences.
+Added: evaluates the realizability of deferred tax assets each reporting period and concludes that it is more likely than not that such assets
+Added: will not be realized;
+Added: accordingly, a valuation allowance is maintained against the full amount of deferred tax assets.
+Added: March 31, 2026, the Company had federal net operating loss carryforwards of approximately $ 1,426,000 , which generated gross deferred
+Added: tax assets of approximately $ 299,000 at the 21 % U.S.
+Added: federal rate and $ 64,000 at the 4.5 % Utah state rate, for total gross deferred tax
+Added: assets of approximately $ 363,000 .
+Added: A full valuation allowance of approximately $ 482,435 was recorded, resulting in no net deferred tax
+Added: asset on the balance sheet.
+Added: Company accounts for uncertain tax positions in accordance with ASC 740.
+Added: As of March 31, 2026, the Company had no unrecognized tax benefits
+Added: and no accrued interest or penalties related to uncertain tax positions.
+Added: The Company’s tax returns remain subject to examination
+Added: by taxing authorities for open tax years.
14 — DISCONTINUED OPERATIONS
1 unchanged sentence
The assets and liabilities associated with this business
−Removed: are displayed as assets and liabilities from discontinued operations as of September 30, 2025 and December 31, 2024.
−Removed: Additionally, the
−Removed: revenues and costs associated with this business are displayed as losses from discontinued operations.
+Added: are displayed as assets and liabilities from discontinued operations as of March 31, 2026 and December 31, 2025.
+Added: Additionally, the revenues
+Added: and costs associated with this business are displayed as losses from discontinued operations.
assets and liabilities included in discontinued operations were as follows:
SCHEDULE OF DISCONTINUED OPERATIONS
−Removed: September 30,
Assets from Discontinued Operations:
8 unchanged sentences
Total liabilities from discontinued operations
−Removed: loss from discontinued operations for the nine months ended September 30, 2025 and 2024, were comprised of the following components:
−Removed: Nine Months ended September 30,
+Added: income (loss) from discontinued operations for the three months ended March 31, 2026 and 2025, were comprised of the following components:
+Added: Three Months ended March 31,
Other expense:
Interest expense
−Removed: $ ( 114,784 )
−Removed: $ ( 115,204 )
+Added: Gain on write off of time barred debt
Net loss from discontinued operations
−Removed: $ ( 114,784 )
15 — SUBSEQUENT EVENTS
−Removed: accordance with SFAS 165 (ASC 855-10), management has performed an evaluation of subsequent events through the date that the unaudited
−Removed: consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in
−Removed: these unaudited consolidated financial statements.
+Added: accordance with SFAS 165 (ASC 855-10), management has performed an evaluation of subsequent events through the date that the consolidated
+Added: financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated
+Added: financial statements.
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.