What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-14 · 574 added, 334 removed, 388 unchanged (70% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

June 30, 2025

September 30, 2025

December 31, 2024

Current assets:

Prepaid expenses

Prepaid expenses and other current assets

Other current assets

1 unchanged sentence

Intangible assets – cryptocurrencies

Unsecured advances

Deferred offering costs

Fixed assets, net

12 unchanged sentences

Commitments and contingencies

Stockholders’ equity (deficit):

Preferred shares, $ 0.001 par value, 5,000,000 shares authorized June 30, 2025 and December 31, 2024;

Stockholders’ deficit:

Preferred shares, $ 0.001 par value, 5,000,000 shares authorized September 30, 2025 and December 31, 2024;

none issued and outstanding

Common shares, $ 0.001 par value, 7,000,000,000 and 950,000,000 shares authorized June 30, 2025 and December 31, 2024;

2,302,384,959 and 390,687,459 shares issued and outstanding, June 30, 2025 and December 31, 2024, respectively

Common shares, $ 0.001

par value, 7,000,000,000 and 950,000,000

shares authorized September 30, 2025 and December 31, 2024;

2,438,304,765

and 390,687,459

shares issued and outstanding, September 30, 2025 and December 31, 2024

Additional paid-in capital

4 unchanged sentences

( 19,607,674 )

( 4,723,015 )

Total liabilities and stockholders’ deficit

4 unchanged sentences

For the three months ended

For the six months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

For the nine months ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Operating expenses:

7 unchanged sentences

Interest expense

( 5,869,219 )

( 5,900,783 )

Other expense

1 unchanged sentence

Change in fair value of derivatives

( 1,279,091 )

( 1,431,143 )

Loss on settlement

Total other income (expense), net

Loss before provision for income taxes

( 1,017,534 )

( 1,062,198 )

Income (loss) before provision for income taxes

( 1,398,272 )

( 14,362,089 )

( 2,164,954 )

Provision for income taxes

Net income (loss)

$ ( 1,398,272 )

$ ( 14,362,089 )

$ ( 2,164,954 )

Loss per common share – basic

9 unchanged sentences

Edgemode, Inc.

Consolidated Statements of Stockholders’

Equity (Deficit)

For the three and six months ended June 30,

Consolidated Statements of Stockholders’ Equity

For the three and nine months ended September 30,

2025 and 2024

10 unchanged sentences

Shares issued for cash

Shares issued for settlement of accrued salary

Shares issued for settlement of

accrued salary

Shares issued for asset acquisition

1,260,246,354

Shares issued for conversion of notes payable and settlement of derivative

Shares issued for conversion of

notes payable and settlement of derivative

Shares issued for compensation

6 unchanged sentences

( 65,184,330 )

Shares issued for inducement of

convertible notes

Shares issued for conversion of

notes payable and settlement of derivative

Shares issued for deferred offering

Shares issued for compensation

Relief of warrant derivative liability

upon conversion of notes payable

Establishment of derivative liability

upon issuance of convertible notes

( 32,395,489 )

Balance September 30, 2025

2,438,304,765

$ ( 54,847,057 )

$ ( 19,607,674 )

Balance December 31, 2023

7 unchanged sentences

( 3,899,638 )

( 1,398,272 )

Balance September 30, 2024

$ ( 41,059,863 )

$ ( 5,297,910 )

See accompanying notes to the unaudited consolidated

2 unchanged sentences

Consolidated Statements of Cash Flows

For the six months ended

June 30, 2025

June 30, 2024

For the nine months ended

September 30, 2025

September 30, 2024

Operating Activities:

2 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation

Change in fair value of cryptocurrencies

Amortization of discounts

Depreciation expense

Loss on settlement of notes payable

Amortization of debt discount

Stock-based compensation

Change in fair value of cryptocurrencies

Change in fair value of derivative liabilities

( 17,798,551 )

Interest expense added to principal

Derivative liability charged to interest at note inception

Changes in operating assets and liabilities:

Prepaid expenses

Prepaid expenses and other current assets

Other current assets

2 unchanged sentences

Customer deposit

Net cash used in operating activities

Net cash provided by (used in) operating activities

Investing Activities:

Purchase of property and equipment

Cash paid for business acquisition

Purchase of cryptocurrency

Net cash used in investing activities

Cash paid for asset acquisition

Advance of unsecured funds in connection with proposed business acquisition

Purchase of cryptocurrencies

Net cash provided by (used in) investing activities

Financing Activities:

2 unchanged sentences

Proceeds from related party advances

Payment of convertible notes

Net cash provided by financing activities

Proceeds from convertible notes

Payments on convertible notes

Net cash provided by (used in) financing activities

Net change in cash

10 unchanged sentences

Conversion of notes payable and derivative liabilities

Relief of warrant derivative liability upon settlement of notes

Establishment of new derivative liability on warrants

Shares issued for inducement into convertible notes recorded as discount on notes

Derivative liability upon note issuance recorded as discount on notes

Shares issued for deferred offering costs

See accompanying notes to the unaudited consolidated

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include the accounts of Edgemode, Inc., the accounts of its 100% owned subsidiaries, EdgeMode, Edgemode Mine Co UK Limited, and Synthesis

Analytics Production Ltd (“SAPL”).

Analytics Production, Ltd.

All intercompany transactions and balances have been eliminated in consolidation.

Segments Reporting

The Company manages its operations as a single

segment for the purpose of assessing performance and making operating decisions.

The Company’s Chief Operating Decision Maker (“CODM”)

is its executive management committee.

The CODM allocates resources and evaluates the performance of the Company using information about

net income from operations.

All significant operating decisions are based upon an analysis of the Company as one operating segment,

which is the same as its reporting segment.

The Company will continue to evaluate for segments as it expands its operations.

Fair Value Measurements

Generally accepted accounting principles define

fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market

Generally accepted accounting principles define fair

value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market

participants at the measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs

8 unchanged sentences

Schedule of liabilities measured at fair value

Fair Value Measurements at June 30, 2025

Fair Value Measurements at September 30, 2025

Derivative liabilities

1 unchanged sentence

Derivative liabilities

The Company had no assets valued using level 1,

level 2, or level 3 inputs as of June 30, 2025 or December 31, 2024.

The Company had no assets valued using level 1, level

2, or level 3 inputs as of September 30, 2025 or December 31, 2024.

Derivative Financial Instruments

Derivatives are measured at their fair value on

the balance sheet.

Derivatives are measured at their fair value on the

balance sheet.

In determining the appropriate fair value, the Company uses a binomial calculator model.

Changes in fair value are

recorded in the consolidated statements of operations.

Changes in fair value are recorded

in the consolidated statements of operations.

Revenue Recognition

We recognize revenue in accordance with ASC 606,

Revenue from Contracts with Customers.

This standard provides a single comprehensive model to be used in the accounting for revenue arising

from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance.

We recognize revenue in accordance with ASC 606, Revenue

from Contracts with Customers.

This standard provides a single comprehensive model to be used in the accounting for revenue arising from

contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance.

The standard’s

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workloads for machine learning and artificial intelligence.

The Company charges colocation fees for the use

of its facilities, and other related fees.

In addition, digital colocation customers typically pay for energy used in connection with

the customer colocation services agreement on a pass-through basis, which may be on a fixed or variable basis calculated on the portion

of energy used by the customer on the site.

The Company charges colocation fees for the use of

its facilities, and other related fees.

In addition, digital colocation customers typically pay for energy used in connection with the

customer colocation services agreement on a pass-through basis, which may be on a fixed or variable basis calculated on the portion of

energy used by the customer on the site.

The Company satisfies the performance obligation when the customer has the ability to direct

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Reclassifications

Certain reclassifications have been made to our

prior year’s consolidated financial statements to conform to our current year presentation.

These reclassifications had no effect

on our previously reported results of operations or accumulated deficit.

Certain reclassifications have been made to our prior

year’s consolidated financial statements to conform to our current year presentation.

These reclassifications had no effect on our

previously reported results of operations or accumulated deficit.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-08,

Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill

and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).

This ASU is intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto

assets at fair value each reporting period with changes in fair value recognized in net income.

The amendments also improve the information

provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale

restrictions, and changes during the reporting period.

ASU 2023-08 requires a cumulative-effect adjustment to the opening balance of retained

earning as of the beginning of the annual reporting period in which the entity adopts the amendment and is effective for all reporting

companies for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption

The Company adopted the standard effective January 1, 2025.

As a result of the de minimis balances of cryptocurrencies

held as of December 31, 2024 and the current fair value as of June 30, 2025, the Company recorded all changes in fair value in the current

period with no cumulative effect on the opening balance of retained earnings.

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740) :

ASU is intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value

each reporting period with changes in fair value recognized in net income.

The amendments also improve the information provided to investors

about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes

during the reporting period.

ASU 2023-08 requires a cumulative-effect adjustment to the opening balance of retained earning as of the

beginning of the annual reporting period in which the entity adopts the amendment and is effective for all reporting companies for fiscal

years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted.

Company adopted the standard effective January 1, 2025.

As a result of the de minimis balances of cryptocurrencies held as of December

31, 2024 and the current fair value as of September 30, 2025, the Company recorded all changes in fair value in the current period with

no cumulative effect on the opening balance of retained earnings.

In December 2023, the FASB issued ASU 2023-09, Income

Taxes (Topic 740) :

Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes.

This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendment should be applied

on a prospective basis while retrospective application is permitted.

The Company adopted this standard effective January 1, 2025, which

did not have a material impact on the Company’s condensed consolidated financial statements.

In November 2024, the FASB

issued ASU 2024-03 , Disaggregation of Income Statement Expenses , and in January 2025, the FASB issued ASU

2025-01 , Clarifying the Effective Date (“ASU 2025-01”).

The amendments are intended to enhance

disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about

certain income statement expense line items.

The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning

after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendment should be applied on a prospective

basis while retrospective application is permitted.

The Company adopted this standard effective January 1, 2025, which did not have a

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

In November 2024, the FASB issued ASU 2024-03 ,

Disaggregation of Income Statement Expenses , and in January 2025, the FASB issued ASU 2025-01 , Clarifying the Effective

Date (“ASU 2025-01”).

The amendments are intended to enhance disclosures regarding an entity’s costs and expenses

by requiring additional disaggregated information disclosures about certain income statement expense line items.

The amendments, as clarified

by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after

December 15, 2027.

Early adoption is permitted.

Company is currently evaluating the effect of this pronouncement on its disclosures.

The Company is currently evaluating the effect of this pronouncement on its disclosures.

NOTE 3 – Going Concern

These financial statements have been prepared

in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able

to meet its obligations and continue its operations for its next fiscal year.

Realization values may be substantially different from carrying

values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification

of assets and liabilities should the Company be unable to continue as a going concern.

At June 30, 2025, the Company had not yet generated

any revenues or achieved profitable operations and expects to incur further losses as it continues the development of its operations until

such time, if any, that the Company receives adequate funding, all of which raise substantial doubt about the Company’s ability

to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon its ability to generate future

profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business

operations when they come due.

These financial statements have been prepared in accordance

with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations

and continue its operations for its next fiscal year.

Realization values may be substantially different from carrying values as shown

and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of

assets and liabilities should the Company be unable to continue as a going concern.

At September 30, 2025, the Company had not yet achieved

profitable operations and expects to incur further losses as it has suspended its operations until such time, if any, that the Company

receives adequate funding, all of which raise substantial doubt about the Company’s ability to continue as a going concern.

Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to

obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come

Management has no formal plan in place to address this concern.

NOTE 4 – Related Party Transactions

Pursuant to the terms of the Share Exchange (as

defined below) the Edgemode board of directors increased the number of seats on the board to three members and Niclas Adler, the chief

executive officer of SAPL, was appointed to fill the vacancy.

The Board further approved Edgemode to enter into an employment agreement

Pursuant to the terms of the Share Exchange (as defined

below) the Edgemode board of directors increased the number of seats on the board to three members and Niclas Adler, the chief executive

officer of Synthesis Analytics Production, Ltd., an England and Wales private company (“SAPL”), was appointed to fill the

The board further approved Edgemode to enter into an employment agreement with Dr.

Adler and appoint Dr.

Adler as Chief Technology Officer of Edgemode (the “Adler Employment Agreement”).

to the terms of the Adler Employment Agreement, Dr.

Adler will be paid an annual base salary of $ 400,000 and has been issued a five-year

non-qualified stock option to purchase up to 385,789,700 shares of Edgemode common stock at an exercise price of $0.005.

Additionally,

Adler’s time devoted to Edgemode, he will be entitled to receive a quarterly bonus of $150,000.

These terms are based

on full-time engagement and it has been agreed that Dr.

Adler as Chief Technology

Officer of Edgemode (the “Adler Employment Agreement”).

Pursuant to the terms of the Adler Employment Agreement, Dr.

will be paid an annual base salary of $ 400,000 and has been issued a five-year non-qualified stock option to purchase up to 385,789,700

shares of Edgemode common stock at an exercise price of $0.005.

Additionally, based on Dr.

Adler’s time devoted to Edgemode, he

will be entitled to receive a quarterly bonus of $150,000.

These terms are based on full-time engagement and it has been agreed that Dr.

Adler will have a 50% engagement for the first three months of his employment.

The Adler Employment Agreement may be terminated

with cause at any time and, if terminated with cause, Dr.

Adler would be entitled to compensation only for the period ending with the

date of such termination.

Adler subsequently resigned from the board.

The Adler Employment Agreement may be terminated with

cause at any time and, if terminated with cause, Dr.

Adler would be entitled to compensation only for the period ending with the date

of such termination.

The Adler Employment Agreement may also be terminated by Edgemode without cause upon providing Dr.

Adler with 30

days’ prior written notice.

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of termination, together with any performance bonuses (as defined in the Adler Employment) which may have been earned as of the date of

During the six months ended June 30, 2025, in

satisfaction of $ 769,989 of the accrued salary for each of Mr.

Faulkner and Mr.

Wajcenberg, the Company (1) agreed to issue to each of

Charles Faulkner and Simon Wajcenberg 256,660,163 shares of restricted common stock at a conversion price and (2) amended options held

by each of Mr.

During the nine months ended September 30, 2025,

in satisfaction of $ 769,989

of the accrued salary for each of Mr.

Faulkner and Mr.

Wajcenberg to (i) purchase up to 76,619,603 shares of the Company’s common stock at an exercise

price of $0.10 per share, as amended on March 3, 2023, which vest upon the closing of the purchase of at least $15 million of crypto mining

equipment (the “2022 Options”) and (ii) purchase up to 77,000,000 shares of the Company’s common stock at an exercise

price of $0.04 per share, which shall vest upon the Company closing on the purchase of at least $15 million of crypto mining equipment

(the “2023 Options”), to eliminate the vesting requirements of the 2022 Options and 2023 options.

The 2022 Options and 2023

Options are fully vested as of February 1, 2025.

As a result of the removal of the vesting conditions on the outstanding options, the

Company recorded $ 21,679,711 in stock-based compensation during the six months ending June 30, 2025.

Wajcenberg, the Company (1) agreed to issue to each of Charles Faulkner and

Simon Wajcenberg 256,660,163

shares of restricted common stock at a conversion price of $0.003 per share and (2) amended options held by each of Mr.

Wajcenberg to (i) purchase up to 76,619,603

shares of the Company’s common stock at an exercise price of $0.10 per share, as amended on March 3, 2023, which vest upon the

closing of the purchase of at least $15 million of crypto mining equipment (the “2022 Options”) and (ii) purchase up to 77,000,000

shares of the Company’s common stock at an exercise price of $0.04 per share, which shall vest upon the Company closing on the

purchase of at least $15 million of crypto mining equipment (the “2023 Options”), to eliminate the vesting requirements

of the 2022 Options and 2023 options.

The 2022 Options and 2023 Options are fully vested as of February 1, 2025.

As a result of the

removal of the vesting conditions on the outstanding options, the Company recorded $ 21,679,711

in stock-based compensation during the nine months ending September 30, 2025.

In addition, in satisfaction of $ 50,000

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Faulkner and Mr.

options to purchase up to:

Wajcenberg options

to purchase up to:

(1) 31,979,352

shares of the Company’s common stock dated January 31, 2022, exercisable at $0.06

per share (the “January 2022 Grants”);

shares of the Company’s common stock dated January 31, 2022, exercisable at $0.06 per share (the “January 2022 Grants”);

(2) 76,619,303

shares of the Company’s common stock dated September 12, 2022, as amended, exercisable at $0.10

per share (the “September 2022 Grants”) and (3) 77,000,000

shares of the Company’s common stock dated March 1, 2023, exercisable at $0.04

per share (the “2023 Grants”;

the January 2022 Grants, September 2022 Grants, and the March 2023 Grants;

the “Option Grants”), to reduce the exercise price of the Option Grants to $ 0.005

The change in exercise price did not result in any additional incremental value in excess of the salary settled.

shares of the Company’s common stock dated September 12, 2022, as amended, exercisable at $0.10 per share (the “September

2022 Grants”) and (3) 77,000,000

shares of the Company’s common stock dated March 1, 2023, exercisable at $0.04 per share (the “2023 Grants”;

2022 Grants, September 2022 Grants, and the March 2023 Grants;

collectively the “Option Grants”), to reduce the exercise

price of the Option Grants to $ 0.005

The options were revalued on the modification date for the change in exercise price using a the Black-Scholes option pricing

model and the fair value of the options under the new terms as compared to the old terms did not result in an incremental increase in

fair value in excess of the salary settled.

Pursuant to the Share Exchange, Mr.

Wajcenberg entered into amendments to their Executive Employment Agreements, to increase their base salary to $ 400,000

per annum and a quarterly bonus of up to $ 150,000

at the discretion of the Board.

Additionally, the Board approved the issuance of stock option grants to purchase up to 257,193,133 shares

of common stock to each Mr.

Faulkner and Mr.

The common stock options have an exercise price of $0.005, are exercisable immediately,

and have a term of 5 years.

As of June 30, 2025 and December 31, 2024 the

Wajcenberg entered into amendments to their Executive Employment Agreements, to increase their base salary to $ 400,000 per annum and a

quarterly bonus of up to $ 150,000 at the discretion of the Board.

Additionally, the Board approved the issuance of stock option grants

to purchase up to 257,193,133 shares of common stock to each Mr.

Faulkner and Mr.

The common stock options have an exercise

price of $0.005, are exercisable immediately, and have a term of 5 years.

As of September 30, 2025 and December 31, 2024 the

Company owed the executive officers of the Company $ 407,990 and $ 1,616,090 in accrued payroll for services performed.

As of June 30, 2025 and December 31, 2024, the

As of September 30, 2025 and December 31, 2024, the

Company owed the executive officers $ 24,455 and $ 32,725 , respectively, for working capital advances.

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and are due on demand.

During the six months ending June 30, 2025, the Company repaid $ 9,900 of the amounts owed.

During the nine months ending September 30, 2025, An officer paid $ 1,620 on behalf of the Company and the Company

repaid $ 9,900 of the amounts owed.

NOTE 5 – Asset Acquisition

Effective April 7, 2025 (the “Effective

Time” or “Closing Date”), Edgemode, SAPL, an England and Wales private limited company, and Adler Capital Limited,

a company registered in Hong Kong, and the sole shareholder of SAPL, (“ACL”) closed on a Share Exchange Agreement dated April

7, 2025 (the “Share Exchange” or “Transaction”).

In accordance with the Share Exchange, SAPL agreed to transfer

of SAPL’s outstanding capital stock to Edgemode in exchange for 1,260,246,354

Effective April 7, 2025 (the “Effective Time”

or “Closing Date”), Edgemode, SAPL and Adler Capital Limited, a company registered in Hong Kong, and the sole shareholder

of SAPL (“ACL”), closed on a Share Exchange Agreement dated April 7, 2025 (the “Share Exchange”).

In accordance

with the Share Exchange, SAPL agreed to transfer 100 % of SAPL’s outstanding capital stock to Edgemode in exchange for 1,260,246,354

shares of Edgemode common stock, par value $0.001 per share, which represented approximately 55% of the Company’s outstanding common

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months, which the Company will make 9 remaining monthly payments of approximately $30,000.

As of June 30, 2025, the Company has six months

remaining on the option term with an estimated value of $ 180,053 classified under other current assets on the accompanying balance sheet.

As of June 30, 2025, no additional payments have been made on the option agreement and the Company owes, $ 270,079 , which is included in

accounts payable and accrued expenses on the balance sheet.

As of September 30, 2025, the Company has three

months remaining on the option term with an estimated value of $ 180,053 classified under other current assets on the accompanying balance

As of September 30, 2025, no additional payments have been made on the option agreement and the Company owes, $ 270,079 , which is

included in accounts payable and accrued expenses on the balance sheet.

As part of the consideration for the transaction,

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at a rate of 5% and has a maturity date of December 3, 2027.

The Company determined the acquisition should

be accounted for as an asset acquisition as SAPL did not contain an integrated set of inputs and outputs under ASC 805.

The aggregate purchase price was comprised as

The Company determined the acquisition should be accounted

for as an asset acquisition as SAPL did not contain an integrated set of inputs and outputs under ASC 805.

The aggregate purchase price was comprised as follows:

Schedule of aggregate purchase price

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Total Purchase Consideration

The Company allocated the aggregate purchase

price as follows:

Power purchase agreement

Total Purchase Consideration

NOTE 6 – Unsecured Advances

During the nine months ended September 30, 2025,

the Company advanced $ 260,000

of cash for working capital needs to Blackberry AIF S.L.

The advances are unsecured and bear no interest.

advances were made in connection with the acquisition of the outstanding shares of BAIF for the purpose of financing the buildout of

properties for HPC facilities leased by BAIF.

See “Note 11 – Subsequent Events.”

NOTE 7 – Equity

Preferred shares

We are authorized to issue 5,000,000 shares of

preferred stock.

We are authorized to issue 5,000,000 shares of preferred

Shares of preferred stock may be issued from time to time in one or more series as may be determined by our Board.

voting powers and preferences, the relative rights of each such series and the qualifications, limitations and restrictions of each series

will be established by the Board.

Our directors may issue preferred stock with multiple votes per share and dividend rights which would

have priority over any dividends paid with respect to the holders of our common stock.

In connection with the Charter Amendment (as defined

below), the only outstanding preferred stock was converted into common stock.

As of the date of this report, there are no outstanding

shares of preferred stock.

The voting powers

and preferences, the relative rights of each such series and the qualifications, limitations and restrictions of each series will be established

by the Board.

Our directors may issue preferred stock with multiple votes per share and dividend rights which would have priority over

any dividends paid with respect to the holders of our common stock.

In connection with the Transaction, the only outstanding preferred

stock was converted into common stock.

As of the date of this report, there are no outstanding shares of preferred stock.

On July 19, 2022, the Company designated 1,000,000

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The Series B Convertible Preferred Stock has an 8 % cumulative annual dividend.

of default, the dividend rate increases to 22%.

The Company may not, without consent of a majority of the holders of Series B Convertible

Preferred Stock, alter or changes the rights of the Series B Convertible Preferred Stock, amend the articles of incorporation, create

any other class of stock ranking senior to the Series B Convertible Preferred Stock, increase the authorized shares of Series B Convertible

Preferred Stock, or liquidate or dissolve the Company.

Beginning 180 days from issuance, the Series B Convertible Preferred Stock may

be converted into common stock at a price based on 65% of the average of the two lowest trading prices during the 15 days prior to conversion.

The Company may redeem the Series B Convertible Preferred Stock during the first 180 days from issuance, subject to early redemption penalties

In the event of

default, the dividend rate increases to 22%.

The Company may not, with consent of a majority of the holders of Series B Convertible Preferred

Stock, alter or changes the rights of the Series B Convertible Preferred Stock, amend the articles of incorporation, create any other

class of stock ranking senior to the Series B Convertible Preferred Stock, increase the authorized shares of Series B Convertible Preferred

Stock, or liquidate or dissolve the Company.

Beginning 180 days from issuance, the Series B Convertible Preferred Stock may be converted

into common stock at a price based on 65% of the average of the two lowest trading prices during the 15 days prior to conversion.

Company may redeem the Series B Convertible Preferred Stock during the first 180 days from issuance, subject to early redemption penalties

of up to 25%.

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is mandatorily redeemable and will be accounted for as a liability under ASC 480.

As of June 30, 2025, there are no shares of the Series

B Convertible Preferred Stock outstanding.

As of September 30, 2025, there are no shares of the

Series B preferred shares outstanding.

On March 3, 2025, the Company filed with the Nevada

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Common shares

As of June 30, 2025, the Company has authorized

7,000,000,000 shares of common stock, par value of $ 0.001 , and, as of June 30, 2025, has issued 2,302,384,959 shares of common stock.

As of September 30, 2025, the Company has authorized

7,000,000,000 shares of common stock, par value of $ 0.001 , and, as of September 30, 2025, has issued 2,438,304,765 shares of common stock.

All of the common shares have the same voting rights and liquidation preferences.

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As discussed in Note 4 above, the Company issued 513,320,326

shares of common stock for the forgiveness of $ 1,539,961

of accrued salary.

The shares issued had a fair value of $ 1,283,301 of the date of issuance, and as such the Company recorded the value

forgiven in excess of the fair value as a contribution of capital.

shares of common stock for the forgiveness of $ 1,539,961 of accrued salary.

The shares issued had a fair value of $ 1,283,301 of the date

of issuance, and as such the Company recorded the value forgiven in excess of the fair value as a contribution of capital.

As discussed in Note 7 below, the Company issued 175,139,715

shares of common stock for the conversion of notes payable.

During the six months ended June 30, 2025, the

As discussed in Note 7 below, the Company issued 20,400,000

shares of common stock in connection with the issuance of convertible notes payable.

During the nine months ended September 30, 2025, the

Company received $ 300,000 in cash proceeds for the sale of 38,510,911 shares of common stock.

During the six months ended June 30, 2025, the Company issued 7,500,000

shares of restricted common stock for services to for an aggregate value of $ 26,250 .

During the nine months ended September 30, 2025, the

Company issued 15,000,000 shares of restricted common stock for services to an outside consultant for an aggregate value of $ 192,750 .

On the date of issuance, the shares are fully earned and non-forfeitable.

Equity Line of Credit Agreement

On September 4, 2025, the Company entered into a Securities

Purchase Agreement (the “ELOC Agreement”) with an Accredited Investor (“Investor”).

Pursuant to the ELOC Agreement,

the Company agreed to sell, and the Investor agreed to purchase up to $ 50,000,000 (the “Commitment Amount”) of the Company’s

common stock, par value $0.001 per share (the “Purchase Shares”).

The transactions contemplated by the ELOC Agreement

are subject to the Company registering the Investor’s resale of the Purchase Shares on a registration statement to be filed with

the Securities and Exchange Commission (“SEC”).

Concurrent with the execution of the ELOC Agreement, the Company entered into

a registration rights agreement with the Investor (the “Registration Rights Agreement”).

Pursuant to the Registration Rights

Agreement, the Company agreed to file a registration statement on Form S-1 (the “ELOC Registration Statement”) with the SEC

covering the resale of the Purchase Shares sold under the ELOC, within 45 days of the date of execution of the ELOC Agreement and Registration

Rights Agreement and to use its best efforts to have the Registration Statement and any amendment declared effective by the SEC at the

earliest possible date.

The registration rights granted under the Registration Rights Agreement are subject to certain conditions and

limitations and are subject to customary indemnification and contribution provisions.

In connection with entering into the ELOC Agreement,

the Company agreed to immediately issue to the Purchaser, 25,000,000 restricted shares of common stock as commitment shares.

The commitment

shares were recorded at their fair value based on the closing price on date of issuance, or $ 495,000 and are recorded as deferred offering

cost and will reduce the net proceeds received once the ELOC shares are sold.

As of September 30, 2025, no shares have been sold

under the ELOC.

Stock Options

2 unchanged sentences

As a result, the Company recognized $ 21,679,711 of expense related to these options.

In addition, as discussed in Note 4 above, the

Company amended 371,197,910 options to reduce the exercise price to $0.005.

During the six months ended June 30, 2025, the

In addition, as discussed in Note 4 above, the Company

amended 371,197,910 options to reduce the exercise price to $0.005.

During the nine months ended September 30, 2025, the

Company issued stock options to purchase up to 900,175,966 shares of common stock as discussed in Note 4 above to the directors of the

Company at an exercise price of $0.005, which vested immediately and have a term of 5 years.

During the six months ended June 30, 2025, the

During the nine months ended September 30, 2025, the

Company issued stock options to purchase up to 128,596,567 shares of common stock to a consultant of the Company at an exercise price

of $0.005, which vested immediately and have a term of 5 years.

The fair value of the common stock options was

estimated using a black-sholes model with the following assumptions:

Assumptions used for valuation

The fair value of the common stock options was estimated

using a black-sholes model with the following assumptions:

Schedule of assumptions used for valuation

Exercise price

1 unchanged sentence

2.5 - 5 years

311.87%-401.47%

Dividend Yield

2 unchanged sentences

Common stock option fair value

During the six months ended June 30 2025 and

2024, the Company recorded $ 24,246,887 and $ 0 , respectively of stock-based compensation related to the common stock option

transactions.

As of June 30, 2025, the Company has $ 849,996

of value remaining to be expensed based upon completions of milestones.

The following table summarizes the stock option

activity for the six months ended June 30, 2025:

During the nine months ended September 30, 2025 and

2024, the Company recorded $ 24,246,887 and $ 0 , respectively of stock-based compensation related to the common stock option transactions.

As of September 30, 2025, the Company has $849,996 of value remaining to be expensed based upon completions of milestones.

The following table summarizes the stock option activity

for the nine months ended September 30, 2025:

Schedule of stock option activity

2 unchanged sentences

1,028,772,533

Outstanding, June 30, 2025

Outstanding, September 30, 2025

1,427,057,202

As of June 30, 2025, the Company had 1,426,919,729

stock options that were exercisable and 137,473 that were in dispute.

As of September 30, 2025, the Company had 1,426,919,729

stock options that were exercisable and 137,473 that are in dispute.

The weighted average remaining life of all outstanding stock options

was 4.07 years as of June 30, 2025.

was 3.82 years as of September 30, 2025.

Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying

stock option and the fair value of the Company’s common stock for stock options that were in-the-money at period end.

As of September

30, 2025, the intrinsic value for the options vested and outstanding was $ 47,598,995 and $ 47,604,357 , respectively.

Stock Warrants

The following table summarizes the stock warrant

activity for the six months ended June 30, 2025:

The following table summarizes the stock warrant activity

for the nine months ended September 30, 2025:

Schedule of stock warrant activity

1 unchanged sentence

Outstanding, December 31, 2024

Outstanding, June 30, 2025

The weighted average remaining life of all outstanding

stock warrants was 1.39 years as of June 30, 2025.

Aggregate intrinsic value is calculated as the difference between the exercise price

of the underlying stock option and the fair value of the Company’s common stock for stock options that were in-the-money at period

As of June 30, 2025, the intrinsic value for the warrants vested and outstanding was $ 0 .

NOTE 7 – Notes Payable and Convertible

Notes Payable

Outstanding, September 30, 2025

On September 15, 2025, as a result of the new issuance

of convertible notes with an exercise price lower than the current exercise price listed in the notes, the outstanding warrants were

repriced to the new exercise price with a reciprocal increase in the number of outstanding warrants.

As a result the Company issued 466,970,000

new warrants and all warrants have an exercise price of $ 0.01 .

The Company did not record any additional expense or deemed dividend upon the reprice event under the provision of ASC 815-40.

average remaining life of all outstanding stock warrants was 1.14 years as of September 30, 2025.

NOTE 8 – Notes Payable and Convertible Notes

Notes Payable

The Company has outstanding notes payables in

the amount of $ 35,000 .

The Company has outstanding notes payables in the

amount of $ 35,000 .

These loans were advanced as due on demand and no communication has been received from the original lenders.

1 unchanged sentence

1800 Diagonal Lending Notes

On April 11, 2023, the Company entered into a

Securities Purchase Agreement effective April 20, 2023 with 1800 Diagonal Lending LLC (“1800 Diagonal”), an accredited investor,

pursuant to which the Company sold the investor an unsecured promissory note in the principal amount of $ 60,760 (the “April Promissory

The Company received net proceeds of $ 50,000 in consideration of the issuance of the April Promissory Note after original

issue discount of $ 6,510 and legal fees of $ 4,250 .

The aggregate debt discount of $ 10,760 is being amortized to interest expense over

the respective term of the note.

The April Promissory Note shall incur a one-time interest charge of 13 %, which is added to the principal

balance, has a maturity date of March 11, 2024 , and requires monthly payments of $ 7,629 beginning on September 15, 2023.

The April Promissory

Note is convertible into common shares of the Company upon an event of default, at a rate of 71% of the lowest price for the preceding

20 trading days.

In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal

and accrued interest combined.

During the six months ended June 30, 2025 the Company issued 15,431,359 shares for the conversion of the

outstanding principal and accrued interest of $ 31,564 .

As of June 30, 2025, the note has been settled in full.

On April 11, 2023, the Company entered into a Securities

Purchase Agreement effective April 20, 2023 with 1800 Diagonal Lending LLC (“1800 Diagonal”), an accredited investor, pursuant

to which the Company sold the investor an unsecured promissory note in the principal amount of $ 60,760 (the “April Promissory Note”).

The Company received net proceeds of $ 50,000 in consideration of the issuance of the April Promissory Note after original issue discount

of $ 6,510 and legal fees of $ 4,250 .

The aggregate debt discount of $ 10,760 is being amortized to interest expense over the respective

term of the note.

The April Promissory Note shall incur a one-time interest charge of 13 %, which is added to the principal balance, has

a maturity date of March 11, 2024 , and requires monthly payments of $ 7,629 beginning on September 15, 2023.

The April Promissory Note

is convertible into common shares of the Company upon an event of default, at a rate of 71% of the lowest price for the preceding 20 trading

In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued

interest combined.

During the nine months ended September 30, 2025 the Company issued 15,431,359 shares for the conversion of the outstanding

principal and accrued interest of $ 31,564 .

As of September 30, 2025, the note has been settled in full.

In addition, on April 11, 2023, the Company entered

10 unchanged sentences

interest combined.

During the six months ended June 30, 2025 the Company issued 15,000,000 shares for the conversion of outstanding principal

of $ 30,870 .

As of June 30, 2025 and December 31, 2024, the balance on the note is $ 47,303 and $ 94,439 , respectively, with a remaining

unamortized discount of $ 0 .

On August 4, 2023, the Company entered into a

Securities Purchase Agreement with 1800 Diagonal, pursuant to which the Company sold the investor an unsecured original issuance discount

promissory note in the principal amount of $ 71,450 (the “August Promissory Note”).

The Company received net proceeds of $ 60,000

in consideration of issuance of the August Promissory Note after original issue discount of $ 7,200 and legal fees of $ 4,250 .

The aggregate

debt discount of $11,450 is being amortized to interest expense over the respective term of the note.

The August Promissory Note shall

incur a one-time interest charge of 13%, which is added to the principal balance, has a maturity date of May 24, 2024 , and requires monthly

payments of $ 8,971 beginning on September 15, 2023.

The August Promissory Note is convertible into common shares of the Company at any

time following an event of default at a rate of 71% of the lowest trading price of the Company’s common stock during the twenty

prior trading days.

In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal

and accrued interest combined.

As of June 30, 2025 the balance on the note is $ 105,307 , with a remaining unamortized discount of $ 0 .

October 20, 2023, the Company received notice from 1800 Diagonal, the holder of the April Promissory Note, Convertible Note and August

Promissory Note (collectively, the “1800 Notes”) that such notes were in default.

The holder has made demand for the immediate

payment of the 1800 Notes of a sum representing 150% of the remaining outstanding principal balances of the 1800 Notes in the aggregate

of $250,009, together with accrued interest and default interest as provided for in the 1800 Notes.

As a result of the default,

the 1800 Notes became convertible into common stock and an additional $ 88,618

During the nine months ended September 30, 2025 the Company issued 51,805,600 shares for the conversion of the outstanding

principal and accrued interest of $ 107,426 .

As of September 30, 2025, the note has been settled in full.

On August 4, 2023, the Company entered into a Securities

Purchase Agreement with 1800 Diagonal, pursuant to which the Company sold the investor an unsecured original issuance discount promissory

note in the principal amount of $ 71,450 (the “August Promissory Note”).

The Company received net proceeds of $ 60,000 in consideration

of issuance of the August Promissory Note after original issue discount of $ 7,200 and legal fees of $ 4,250 .

The aggregate debt discount

of $11,450 is being amortized to interest expense over the respective term of the note.

The August Promissory Note shall incur a one-time

interest charge of 13%, which is added to the principal balance, has a maturity date of May 24, 2024 , and requires monthly payments of

$ 8,971 beginning on September 15, 2023.

The August Promissory Note is convertible into common shares of the Company at any time following

an event of default at a rate of 71% of the lowest trading price of the Company’s common stock during the twenty prior trading days.

In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued interest

During the nine months ended September 30, 2025 the Company issued 46,214,206 shares for the conversion of the outstanding principal

and accrued interest of $ 98,436 .

As of September 30, 2025, the note has been settled in full.

On October 20, 2023, the Company received notice from

1800 Diagonal, the holder of the April Promissory Note, Convertible Note and August Promissory Note (collectively, the “1800 Notes”)

that such notes were in default.

The holder has made demand for the immediate payment of the 1800 Notes of a sum representing 150% of

the remaining outstanding principal balances of the 1800 Notes in the aggregate of $250,009, together with accrued interest and default

interest as provided for in the 1800 Notes.

As a result of the default, the 1800 Notes became convertible into common stock and an additional

$ 88,618 of principal was added to the note balance.

In addition, as a result of the default the notes became convertible at a variable rate resulting

in derivative liability accounting under ASC 815.

The fair value of the derivative on the date of default was charged directly to interest

expense, as the notes are past due.

In addition, as a result of the default the notes became convertible at a variable

rate resulting in derivative liability accounting under ASC 815.

The fair value of the derivative on the date of default was charged directly

to interest expense, as the notes are past due.

See further discussion under “Note 8.

Derivative Liabilities.” In addition, see further

discussion under “ Note 11.

Subsequent Events” for subsequent conversions.

Derivative Liabilities.”

Other Convertible Promissory Notes

On April 25, 2023, the Company entered into a

Securities Purchase Agreement with an accredited investor, pursuant to which the Company sold the investor an unsecured promissory note

in the principal amount of $ 60,000 (the “April 25, 2023 Note”).

The Company received proceeds of $ 60,000 in consideration

of issuance of the April 25, 2023 Note.

On April 25, 2023, the Company entered into a Securities

Purchase Agreement with an accredited investor, pursuant to which the Company sold the investor an unsecured promissory note in the principal

amount of $ 60,000 (the “April 25, 2023 Note”).

The Company received proceeds of $ 60,000 in consideration of issuance of the

April 25, 2023 Note.

The April 25, 2023 Note shall bear interest at a rate of 10 % and have a maturity date of May 26, 2023 .

The April 25, 2023 Note has a prepayment percentage of 130% for the period beginning on the issuance date and ending on the maturity

During the six months ended June 30, 2025 the Company issued 31,500,000 shares for the settlement of the outstanding principal and

accrued interest of $ 63,000 , which resulted in a loss on settlement of $ 75,600 .

As of June 30, 2025, the note has been settled in full.

25, 2023 Note has a prepayment percentage of 130% for the period beginning on the issuance date and ending on the maturity date.

the nine months ended September 30, 2025 the Company issued 31,500,000 shares for the settlement of the outstanding principal and accrued

interest of $ 63,000 , which resulted in a loss on settlement of $ 75,600 .

As of September 30, 2025, the note has been settled in full.

In addition, on April 26, 2023, the Company entered

7 unchanged sentences

on the maturity date.

During the six months ended June 30, 2025 the Company issued 30,188,550 shares for the settlement of the outstanding

During the nine months ended September 30, 2025 the Company issued 30,188,550 shares for the settlement of the outstanding

principal and accrued interest of $ 60,377 , which resulted in a loss on settlement of $ 72,453 .

As of June 30, 2025, the note has been settled

As of September 30, 2025, the note has been

settled in full.

On August 15, 2025,

the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold the accredited

investor an unsecured original issue discount promissory note in the principal amount of $ 81,600 .

The Company received net proceeds

of $ 60,000 after original issue discount of $ 13,600 and legal fees of $ 8,000 .

The Promissory Note shall incur a one-time interest charge

of 15 %, which is added to the principal balance, has a maturity date of May 16, 2026 .

The note is convertible into common shares of the

Company upon an event of default, at a rate of 71% of the lowest price for the preceding 20 trading days.

The aggregate debt discount

of $ 21,600 is being amortized to interest expense over the respective term of the note.

September 2, 2025, the Company entered into a securities purchase agreement with ClearThink, pursuant to which the Company sold ClearThink

the “First Promissory Note” in the principal amount of $ 172,500 for which the Company received net proceeds of $ 150,000 after

original issue discount of $ 22,500 .

The Promissory Note shall incur a one-time interest charge

of 12 %, which is added to the principal balance, has a maturity date of August 31, 2026 .

The note is convertible into common shares of

the Company after 180 days, at a rate of $0.01, but in the event the trading price is below $ 0.01 for 5 consecutive trading days the conversion

price resets to $ 0.0075 ;

if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted

every 21 days.

The aggregate debt discount of $ 22,500 is being amortized to interest expense over the respective term of the note.

September 9, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company

sold the accredited investor an unsecured original issue discount promissory note in the principal amount of $ 81,600 for which The

Company received net proceeds of $ 60,000 after original issue discount of $ 13,600 and legal fees of $ 8,000 .

The note is convertible into common shares of the Company upon an event of default, at a rate of 71 % of the lowest price for the

preceding 20 trading days.

The aggregate debt discount of $ 21,600 is being amortized to interest expense over the respective term of the

September 15, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company

sold an accredited investor an unsecured original issue discount promissory note in the principal amount of $ 287,500 for which the Company

received net proceeds of $ 244,000 after original issue discount of $ 37,500 and legal fees of $ 6,000 .

The Promissory Note shall incur a one-time interest charge of 10 %, which is added to the principal balance, and has a maturity

date of September 15, 2026 .

In connection with the agreement, the Company issued to the accredited

investor 8,500,000 shares of common stock as inducement shares with relative fair value of $ 174,517 which was recorded as a discount on

The note is convertible into common shares of the Company, at the lower of $ 0.01 or 65 % of the lowest price for the preceding

10 trading days.

As a result of the variable conversion rate, the conversion feature must be separated from the note resulting in derivative

liability accounting under ASC 815.

The fair value of the derivative on the date of issuance was recorded as a debt discount up to the

face value of the note with the excess being charged directly to interest expense.

See further discussion under “Note 8.

Liabilities.” The aggregate debt discount of $ 287,500 is being amortized to interest expense over the respective term of the note.

18, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold an

unsecured original issue discount promissory note in the principal amount of $ 115,000 for which the Company received net proceeds of $ 94,000

after original issue discount of $ 15,000 and legal fees of $ 6,000 .

The Promissory

Note shall incur a one-time interest charge of 10 %, which is added to the principal balance, and has a maturity date of September 18,

In connection with the agreement, the Company issued to the accredited investor 3,400,000

shares of common stock as commitment shares.

The proceeds from the sale of the unsecured original issue discount promissory note shall

be used for working capital.

The Company paid $ 6,000 to the accredited investor and its counsel for legal fees.

The note is convertible

into common shares of the Company, at a rate of $0.01 and if after 180 days, the trading price is below $ 0.01 for 5 consecutive trading

days the conversion price resets to $ 0.0075 ;

if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated

and re-adjusted every 21 days.

As a result of the variable conversion rate on the other outstanding notes, the conversion feature must

be separated from the note resulting in derivative liability accounting under ASC 815.

The fair value of the derivative on the date of

issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest expense.

See further discussion under “Note 8.

Derivative Liabilities.” The aggregate debt discount of $ 121,000 is being amortized

to interest expense over the respective term of the note.

23, 2025, the Company entered into a security purchase agreement with an accredited investor, pursuant to which the Company sold an unsecured

original issue discount promissory note in the principal amount of $ 143,750 for which the Company received net proceeds of $ 119,000 after

original issue discount of $ 18,750 and legal fees of $ 6,000 .

The Promissory Note shall incur

a one-time interest charge of 10 %, which is added to the principal balance, and has a maturity date of September 23, 2026 .

connection with the agreement, the Company issued to the accredited investor 4,250,000 shares of common stock as inducement shares with

a relative fair value of $ 71,400 which was recorded as a discount on the note The note is convertible into common shares of the

Company, at the lower of $ 0.01 or 65 % of the lowest price for the preceding 10 trading days.

As a result of the variable conversion rate

the conversion feature must be separated from the note resulting in derivative liability accounting under ASC 815.

The fair value of the

derivative on the date of issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly

to interest expense.

See further discussion under “Note 8.

Derivative Liabilities.” The aggregate debt discount of $ 143,750

is being amortized to interest expense over the respective term of the note.

23, 2025, the Company entered into a second security purchase agreement with an accredited investor, pursuant to which the Company sold

an unsecured original issue discount promissory note in the principal amount of $ 143,750 for which the Company received net proceeds of

$ 119,000 after original issue discount of $ 18,750 and legal fees of $ 6,000 .

The Promissory

Note shall incur a one-time interest charge of 10 %, which is added to the principal balance, and has a maturity date of September 23,

In connection with the agreement, the Company issued to the accredited investor 4,250,000

shares of common stock as inducement shares with a relative fair value of $ 71,400 which was recorded as a discount on the note.

The note is convertible into common shares of the Company, at the lower of $ 0.01 or 65 % of the lowest price for the preceding 10 trading

As a result of the variable conversion rate the conversion feature must be separated from the note resulting in derivative liability

accounting under ASC 815.

The fair value of the derivative on the date of issuance was recorded as a debt discount up to the face value

of the note with the excess being charged directly to interest expense.

See further discussion under “Note 8.

Derivative Liabilities.”

The aggregate debt discount of $ 143,750 is being amortized to interest expense over the respective term of the note.

During the nine months ended September 30, 2025, the

Company recorded debt discount amortization expense of $ 30,933 and expects to amortize the remaining $730,500 of discount over the remaining

maturities of the outstanding notes.

NOTE 8 – Derivative Liabilities

5 unchanged sentences

Schedule of assumptions for derivative liabilities

As of June 30, 2025

As of September 30, 2025

Conversion Option

2 unchanged sentences

Expected term

1.46-1.90 years

Exercise price

0.0019-0.0021

Derivative liability fair value

Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of June 30, 2025

Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of September 30, 2025

As of December 31, 2024

5 unchanged sentences

Exercise price

$ 0.0004-0.01

Derivative liability fair value

2 unchanged sentences

liabilities are considered significant unobservable inputs (Level 3) under the fair value hierarchy of ASC 820.

The table below presents the change in the fair

value of the derivative liability during the six months ended June 30, 2025:

The table below presents the change in the fair value

of the derivative liability during the nine months ended September 30, 2025:

Schedule of fair value of derivative liability

Fair value as of December 31, 2024

Fair value settled to equity upon conversion

Fair value on the date of issuance related to warrants issued

Establishment of derivative liability upon issuance of notes

Establishment of derivative liability on tainted warrants

Extinguishment due to conversion

Change in fair value of derivatives

Fair value as of June 30, 2025

( 17,798,551 )

Fair value as of September 30, 2025

The total impact of derivative liabilities recognized

in the Company’s consolidated statements of operations includes the change in fair value of derivatives, with the Company recognizing

a total gain of $ 857,804 during the six months ended June 30, 2025.

In addition, as a result of the default, all other potentially dilutive

instruments must also be recorded at fair value pursuant to ASC 815.

a total gain of $ 17,778,006 during the nine months ended September 30, 2025 and a day one loss charged to interest expense of $ 5,662,276 .

In addition, as a result of the variable conversion features, all other potentially dilutive instruments must also be recorded at fair

value pursuant to ASC 815.

NOTE 9 – Customer Deposits

On January 21, 2025, the Company entered into

a Master Services Agreement with Cudo Ventures Ltd (“Cudo), a cloud computing company.

Under this agreement, the Company will provide

Tier 3 data center hosting infrastructure and colocation services to Cudo.

The Master Services Agreement supports a 1 MW capacity during

a five year term at our Marviken data center and is accompanied by a strict service level agreement to ensure 99% up time which can be

terminated early by either party if certain conditions are met.

The colocation space is designated for SingularityNet’s 1st modular

datacenter container from Ecoblox.

The Company will also provide optional smart hands engineering support at an hourly rate of $130 per

hour, with a 50% premium for evening and weekend services.

In consideration of the services, the Company shall receive electricity fees

passed through at a variable base cost multiplied be estimated usage plus an admin charge capped at 5%.

The minimum fee increase of 3%

is waived for the first 3 years and annual CPI increase is capped at 2% for the first three years and 5% for the final two years.

monthly rental payable is $ 75,887 .

On February 18, 2025, an initial payment of $ 303,549 was made to the Company consisting of a $ 227,662

deposit, which is refundable at the end of the term of the Master Services Agreement, and the first month’s rental payment of $ 75,887 .

As of June 30, 2025, the Company has not yet provided any of the service obligations under the agreement.

On January 21, 2025, the Company entered into a Master

Services Agreement with Cudo Ventures Ltd (“Cudo), a cloud computing company.

Under this agreement, the Company will provide Tier

3 data center hosting infrastructure and colocation services to Cudo.

The Master Services Agreement supports a 1 MW capacity during a

five year term at our Marviken data center and is accompanied by a strict service level agreement to ensure 99% up time which can be terminated

early by either party if certain conditions are met.

The colocation space is designated for SingularityNet’s 1st modular datacenter

container from Ecoblox.

The Company will also provide optional smart hands engineering support at an hourly rate of $130 per hour, with

a 50% premium for evening and weekend services.

In consideration of the services, the Company shall receive electricity fees passed through

at a variable base cost multiplied be estimated usage plus an admin charge capped at 5%.

The minimum fee increase of 3% is waived for

the first 3 years and annual CPI increase is capped at 2% for the first three years and 5% for the final two years.

The monthly rental

payable is $ 75,887 .

On February 18, 2025, an initial payment of $ 303,549 was made to the Company consisting of a $ 227,662 deposit, which

is refundable at the end of the term of the Master Services Agreement, and the first month’s rental payment of $ 75,887 .

As of September

30, 2025, the Company has not yet provided any of the service obligations under the agreement.

NOTE 10 – Commitments and Contingencies

Legal Contingencies

On February 8, 2022, the Company was notified

of a potential lawsuit related to the termination of our Advisory Panel Membership agreement with Taylor Black Wealth, Ltd.

On February 8, 2022, the Company was notified of a

potential lawsuit related to the termination of our Advisory Panel Membership agreement with Taylor Black Wealth, Ltd.

The Company engaged Taylor for assistance with capital raises and was to be partially compensated with stock options, subject to vesting.

Taylor claims that the Company terminated the agreement unlawfully and therefore is still entitled to the remaining unvested options which

the Company believes to be cancelled.

Taylor claims that the Company terminated the agreement unlawfully and therefore are still entitled to the remaining unvested options

which the Company believes to be cancelled.

The total number of stock options being contested is 137,473 .

No additional communication has been

received related to the claims from Taylor.

No additional communication

has been received related to the claims from Taylor.

NOTE 11 – Subsequent Events

Subsequent to June 30, 2025 the Company issued

83,019,806 shares for the conversion of outstanding principal and accrued interest on the promissory notes of $217,340 with 1800 Diagonal.

As of the date of this filing, all amounts owed under the 1800 Notes have been settled in full.

October 3, 2025, the Company entered into a securities purchase agreement dated September 30, 2025 with an accredited investor, pursuant

to which the Company sold an unsecured original issue discount promissory note in the principal amount of $287,500.

The Company received

net proceeds of $250,000 in consideration of issuance of the unsecured original discount promissory note and the proceeds from the sale

shall be used for working capital.

Pursuant to the securities purchase agreement, as consideration for the purchase of the unsecured

original issue discount promissory note, the Company issued 17,000,000 shares of the Company’s common stock to the accredited investor.

The note is convertible into common shares of the Company after 180 days, at a rate of $0.01, but in the event the trading price

is below $0.01 for 5 consecutive trading days the conversion price resets to $0.0075;

if the trading price falls below $0.0075 for 5

consecutive days, the fixed price is eliminated and re-adjusted every 21 days.

On October 9, 2025, the Company issued 6,666,667 shares

of restricted common stock to an accredited investor in consideration of gross proceeds of $200,000.

Subsequent to September 30, 2025, the Company has issued 6,833,333 shares

of restricted common stock for services to outside consultants.

On the date of issuance, the shares are fully earned and non-forfeitable.

Subsequent to September 30, 2025 and through November 12, 2025, the Company

has issued an aggregate of 112,773,601 shares of restricted common stock for the cashless exercise of an aggregate of 146,000,000 common

stock warrants held by 16 warrant holders.

Subsequent to September 30, 2025, the Company has issued 404,005,115

shares of restricted common stock for the cashless exercise of 442,792,088 common stock options by the Company’s chief financial

The Company and BAIF entered into a memorandum

of understanding dated October 15, 2025 (the “MOU”) for the purposes of organizing DC Estate Solutions Cayman Limited, a Cayman

Island entity (the “SPV”) which was organized by the Company on October 23, 2025.

On November 6, 2025 the SPV and BAIF entered

into a share purchase agreement (the “SPV SPA”).

The SPV is owned and controlled 75% by the Company and 25% by BAIF.

The principal

of BAIF is Jose Mora.

The SPV has acquired five property leases, which were previously assigned to and held by BAIF, consisting of 100

hectares of land each located in the Spain cities of Malpica, Caceres, Vianos, Cordoba and Torrecampo (the “Spain Leases”).

The Spain Leases are held by wholly owned subsidiaries of the SPV.

The Spain Leases are for an average term of 35 years at an initial

total average cost of $96,000 per month for all sites.

As a condition of each lease, the payments are subject to meeting certain milestones,

such as obtaining a favorable urban compatibility reports and connection points.

Under the terms of the Spain Leases, the Company will

pay approximately $15,000 to the owners of the Cordoba site in 2026.

No further payments are expected in 2026.

The Company and BAIF intend to use the Spain Leases

to develop and operate high-performance computing (HPC) datacenter sites.

Upon execution of the MOU the Company paid BAIF $250,000

and the Company paid BAIF an additional $250,000 on the closing of the SPV SPA.

The Company intends to issue Mr.

Mora options to purchase

250,000,000 shares of the Company’s common stock at an exercise price to be determined prior to issuance.

In addition, the SPV will

enter into an employment agreement with Mr.

Mora with an annual base salary of $400,000 and additional equity and cash incentives.

Company intends to develop the sites as gas powered fully autonomous energy islands for Tier 3 level uptime AI data centers.

capacity to be developed across the 5 sites is anticipated to be up to 1.8 Gigawatts.

We believe that since the sites will be autonomous

energy islands no grid connection is required and there will be no material reliance on grid infrastructure.

Thereby, subject to financing,

reducing time to power for our data center clients to 18 months.

The total capacity of the sites is planned to be 360 MW per site.

application to connect to the local gas pipeline for gas supply has already been made and approval is expected to be received within 30

The Company is negotiating a power purchase agreement with an energy company to develop a 360MW gas turbine facility to convert

gas fuel into electricity.

In addition, the Company is in negotiation for a 90 MW gas Fuel cell power facility to be supplied under a

power purchase agreement for each site.

The Company will need to secure fibre connections, environmental permits and all necessary contractor

The sites will then be classed at Ready to Build (RTB) as the Company intends to sell the sites on a RTB basis.

We estimate the

Company will require $5 million of working capital to achieve full RTB status on all 5 sites.

Additional capital is required to develop

the sites and the further development of the datacenters to RTB will require substantial capital.

There are no assurances that the

Company will receive sufficient capital or will receive capital on reasonable terms.

In addition, there are no assurances the application

and permits will be received or that agreements will be completed or the datacenters ultimately developed and sold or become operational.

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