What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-04-13 compared with 2025-05-02 · 732 added, 390 removed, 503 unchanged (69% of the section changed)

2 unchanged sentences

read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this report on Form 10-K.

Following the closing of the Share Exchange, Edgemode,

through SAPL, its wholly owned subsidiary, is now designing, building, and operating digital infrastructure for HPC with the goal of becoming

a leading provider of digital colocation services.

The acquisition of SAPL has positioned us to enter the rapidly evolving HPC hosting

market in an efficient and effective manner.

The acquisition has enabled us to plan to leverage SAPL’s existing infrastructure and

expertise to meet the growing demand for data center facilities for third-party customers focused on cloud computing as well as machine

learning and artificial intelligence.

The acquisition of SAPL will enable us to become

a premier provider and operator of dedicated, purpose-built data center facilities for our third-party customers.

We believe that opportunities

for growth exist in various applications of our data centers, which is another factor as to why we have decided to begin offering digital

infrastructure colocation services to third parties engaged in HPC.

Our goal is to utilize the assets we have acquired

via the purchase of SAPL for HPC hosting operations which will provide consistent dollar-based revenue and which represent substantially

less risk than our historical digital asset self-mining operations.

Our intent is to focus our business on development and marketing efforts

to build data centers and expand our foundational HPC hosting customer base.

We are currently engaged with one customer, Cudo

Ventures Ltd (“Cudo”) who will initially account for 100% of our HPC Hosting segment revenue.

Our success in the HPC Hosting

segment is highly dependent on the success of our master services agreement with Cudo Ventures and the fulfillment by it of its obligations

under the master services agreement.

Edgemode was incorporated under the laws of the

State of Nevada in 2011.

Our subsidiary, Edgemode Wyoming, was incorporated in the State of Wyoming in March 2020.

Between 2021 and 2023,

we attempted to become a key figure in Bitcoin mining but lacked the necessary funding to finance the purchase of Bitcoin mining hardware

and hosting contracts.

As a result, since late 2023 and throughout 2024 and 2025, our business activities primarily consisted of identifying

and evaluating suitable acquisition transaction candidates, which led to transition from cryptocurrency mining to AI data center infrastructure

and energy infrastructure development.

On October 15, 2025, the Company and BAIF entered

into the MOU for the purposes of organizing DC Estate Solutions, which was organized by the Company on October 23, 2025.

On November 6,

2025, DC Estate Solutions and BAIF entered into the SPV SPA.

DC Estate Solutions was initially owned and controlled 75% by the Company

and 25% by BAIF.

The principal of BAIF is Jose Mora.

DC Estate Solutions acquired the Spain 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 are held by wholly owned subsidiaries of DC Estate Solutions.

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 AI data center sites.

The Company paid BAIF $250,000 upon execution of the MOU and an additional $250,000 on the

closing of the SPV SPA.

Pursuant to the JVA, the Company granted to BAIF, or its assignee, the First Mora Option to purchase up to 250,000,000

shares of the Company’s common stock at an exercise price of $0.02 per share.

The Company intends to develop the sites as gas powered

fully autonomous energy islands for Tier 3 level uptime AI data centers.

The total 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.

An application to connect to the local gas pipeline for

gas supply has already been made and approval has been received.

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 permits.

The sites will then be classed at 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

Additional capital is required to develop the sites and the further development of the data centers to RTB will require substantial

There are no assurances that the Company will receive sufficient capital or will receive capital on reasonable terms.

there are no assurances the application and permits will be received or that agreements will be completed or the data centers ultimately

developed and sold or become operational.

The Company’s goal is to utilize the assets

we have acquired via the purchase of BAIF sites to develop AI data center and energy infrastructure, which will provide consistent dollar-based

revenue and which represent substantially less risk than our historical digital asset self-mining operations.

Our intent is to focus our

business on development and marketing efforts to build data centers and expand our AI Data center customer base.

Recent Developments

Subsequent to December 31, 2025, and effective

January 22, 2026, the Company entered into the JVA by and among the Company, BAIF and DC Estate Solutions, which (i) amends and restates

the MOU and (ii) supplements the SPV SPA.

Pursuant to the SPA, DC Estate Solutions acquired the equity interests of the five SPVs:

DC Estate Córdoba SL 300MW, (ii) DC Estate Cáceres SL 300 MW, (iii) DC Estate Vianos SL 300 MW, (iv) DC Estate Malpica SL

300 MW and (v) DC Estate Torrecampo SL 300 MW.

As a result of the acquisition of the SPVs, DC Estate Solutions also acquired the Spain

Pursuant to the JVA, DC Estate Solutions shall

be owned and controlled 50.1% by the Company and 49.9% by BAIF.

The purpose of the JVA is to manage and coordinate the development of

the Data Center sites on the properties governed by the Spain Leases.

Substantially, all material decisions of the JVA and Joint Venture

Company shall require the unanimous consent of the Company and BAIF.

Under the JVA, the Company agreed to fund DC Estate Solutions with

$3,500,000 USD as follows:

(i) $250,000 USD, which was previously paid upon the execution of the MOU, (ii) $250,000 USD, which was previously

paid upon execution of the SPA, (iii) $375,000 USD paid on the effectiveness of a notarial public deed in Spain in connection with the

transfer of the SPVs to the JVA on the Effective Date, and (iv) $2,625,000 USD payable in monthly installments of $125,000 USD commencing

on March 1, 2026.

The funds shall be distributed by DC Estate Solutions to BAIF.

The Company also agreed to grant to BAIF, or its assignee,

the First Mora Option to purchase up to 250,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share.

The First Mora Option is fully vested and exercisable upon the grant date and terminates on the earlier of (i) five years following the

date of the First Mora Option or (ii) the termination of the JVA.

Additionally, pursuant to the JVA, DC Estate Solutions’

equity interests in the SPVs are subject to the Company making minimum aggregate cash payments and contributions to DC Estate Solutions

(including amount payable under the SPV SPA) in the amount of $8,750,000 USD, which shall be distributed to BAIF.

If the Company fails

to make such payments, BAIF may foreclose on the pro rata amount of equity interests in the SPVs.

In the event of any sale or lease of

a Data Center, profits of DC Estate Solutions shall be shared equally by and between the Company and BAIF.

In the event DC Estate Solutions

develops the Data Centers and sells such Data Centers, BAIF will be entitled to a bonus as defined under the JVA.

Further, effective January 27, 2026, the Company,

BAIF and DC Estate Solutions entered into the Addendum to the JVA to account for the development of additional data centers in (i) Villasequilla,

Spain 600 MW, (ii) Tomelloso, Spain 450 MW and (iii) Tocumen, Panama 1000 MW.

The Villasequilla and Tomelloso data centers shall each

be owned by Spanish special purpose vehicles, DC Villasequilla SL and DC Tomelloso SL, respectively, and shall subsequently be assigned

to DC Estate Solutions.

The Tocumen data center shall be owned by a Panamanian special purpose vehicle, DC Tocumen SA, which shall subsequently

be assigned to DC Estate Solutions.

The Company, in addition to the already agreed upon $125,000 USD monthly payments, agreed to fund

the development of the additional Data Centers by paying a minimum of $2,400,000 USD payable in monthly installments of $100,000 USD monthly

payments to DC Estate Solutions commencing on May 1, 2026 for a minimum of 24 months, thereby increasing the minimum BAIF Funding amount

to a total of $11,150,000 USD.

The funds shall be distributed by DC Estate Solutions to BAIF.

The Company also agreed to grant to BAIF,

or its assignee, the Second Mora Option to acquire 150,000,000 shares of the Company’s common stock at an exercise price of $0.02

The Second Mora Option is fully vested and exercisable as of the grant date and terminates on the earlier of (i) five years

following the date of the Second Mora Option or (ii) the termination of the JVA.

On March 23, 2026, the Company, BAIF and DC Estate

Solutions entered into the Second Addendum to the JVA.

Pursuant to the Second Addendum, the parties agreed to:

(1) increase the capacity

of the Spain-based data centers to 4,350 MW and (2) exchange the stock options to purchase an aggregate of 400,000,000 shares of common

stock of the Company issued to BAIF or its assignees issued under the JVA for 400,000,000 shares of the Company’s restricted common

stock to BAIF or its assignees with the such shares being fully paid and non-assessable on the date of execution of the Second Addendum.

Business Strategy

Our business strategy is to generate revenue and

achieve profitability by building large-scale data center infrastructure configured for specialized computers performing specific, high-value

applications such as cloud computing, machine learning, and artificial intelligence and maximizing the use of assets acquired in the BAIF

We intend to strategically develop and to work to make operational the infrastructure necessary to support our contractual

commitments to our AI data center infrastructure customers and to support expected customer growth and additional demand by leveraging

our data center expertise and capabilities.

We intend to seek additional opportunities and to engage additional customers in the AI Data

center and Energy infrastructure market to expand our business using our knowledge, expertise, and existing and future infrastructure

where favorable market opportunities exist.

Our business strategy requires immediate funding

of approximately $5,000,000 to enable us to commence our new operations and repay debt, as well as additional significant financing to

develop and expand our new operations.

There are no assurances that we will raise sufficient capital to execute our business plan or satisfy

our liabilities.

See the “ Risk Factors .”

12 Months Ended December 31, 2025 (“2025

3 unchanged sentences

compared to $1,408,528 for the 2024 Period.

In the 2024 Period, the Company incurred stock-based compensation expense of $0

compared to $1,465,522 for the 2023 Period.

The stock-based compensation for the 2023 Period was related to the amendment of options to

the officers of the Company and new options issued to a consultant.

Our other expense for the 2024 Period was $181,531

compared to other income of $347,933 for the 2023 Period.

Other expense in the 2024 period was comprised of $56,488 in interest expense

and $1,795,664 for the loss on the change in fair value of derivative liabilities offset by income of $425,000 on the refund of an equipment

deposit and settlement of outstanding liabilities of $1,245,621.

Other income for the 2023 period was comprised of $346,162 in interest

expense, $51,859 in prepayment penalties on the preferred B shares, loss on legal settlement of $9,975 and $780 in other expenses, offset

by income of $700,000 in deposits from equipment refunds, a gain of $50,000 on the settlement of liabilities and $6,709 for the gain on

the change in fair value of derivative liabilities.

In the 2025 Period, the Company incurred stock-based compensation expense of $29,302,270 compared

to $0 for the 2024 Period and an impairment charge of $4,828,220 during the 2025 period.

Our other income for the 2025 Period was $12,642,654 compared to other

expense of $181,531 for the 2024 Period.

Other income in the 2025 Period was comprised of $6,101,722 in interest expense and $148,053

for the loss on settlement of debt, offset by the $18,892,429 gain in the change in fair value of derivative liabilities.

Other expense

in the 2024 period was comprised of $56,488 in interest expense and $1,795,664 for the loss on the change in fair value of derivative

liabilities offset by income of $425,000 on the refund of an equipment deposit and settlement of outstanding liabilities of $1,245,621.

Liquidity and Capital Resources

As of April 30, 2025, the Company had approximately

As of December 31, 2025, the Company had approximately

$250,000 of cash on hand.

We did not receive any funding or financing during the 2024 Period.

Our liquidity was historically primarily

derived from debt and equity investments from accredited investors and also from selling the crypto that we mined through September 2022.

Subsequent to the period covered by this report, in February 2025, we received an initial payment of approximately $303,000 for colocation

services to be provide by the Company.

In addition, in April 2025 we sold 38,510,911 shares of restricted common stock to an accredited

investor in consideration of $300,000.

On April 7, 2025, we executed the Share Exchange with SAPL and we are seeking to raise at least

$2,000,000 to commence our HPC Hosting operations and generate revenue.

We require significant funding to develop our HPC operations.

Subject to receiving funding, we expect that our operating expenses will increase as we attempt to develop our new HPC operations and

we devote additional resources toward new business opportunities.

However, as set forth elsewhere in this report, our ability to develop

our business and achieve our operational goals is dependent upon our ability to raise significant additional working capital.

As the availability

of this capital is unlikely and we are unable to quantify at this time the expected increases in operating expenses in future periods.

Historically, our liquidity was primarily derived from debt and equity investments from accredited investors.

During the year ended December 31, 2025, we received an initial payment of approximately $303,000 for colocation services to be provided

by the Company.

In addition, during the year ended December 31, 2025, we sold 45,177,578 shares of restricted common stock to accredited

investors in consideration of $500,000.

On April 7, 2025, we executed the Share Exchange with SAPL.

On October 15, 2025, we entered into

a binding memorandum of understanding with BAIF to acquire 5 properties in Spain and we are now seeking to raise at least $5,000,000 to

commence our HPC hosting operations and develop our gas powered AI data centers and generate revenue.

We require significant funding to

develop our HPC operations.

Furthermore, potential legal proceedings relating to SAPL and its affiliates may cause us to incur significant

expenses or liability.

Adverse outcomes in such proceedings or claims could result in significant liabilities which may materially affect

our financial condition, results of operations, or cash flows.

We have received cash proceeds of $1,327,000 from the issuance of convertible

notes payable during 2025 and an additional $373,500 in 2026 through April 13, 2026.

Subject to receiving funding, we expect that our

operating expenses will increase as we attempt to develop our new HPC operations and we will devote additional resources toward new business

opportunities.

However, as set forth elsewhere in this report, our ability to develop our business and achieve our operational goals is

dependent upon our ability to raise significant additional working capital.

As the availability of this capital is unlikely, at this time,

we are unable to quantify the expected increases in operating expenses in future periods.

Convertible Notes Payable

On April 11, 2023, the Company entered into a

Securities Purchase Agreement effective April 20, 2023 with 1800 Diagonal Lending LLC, 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”).

Company received net proceeds of $50,000 in consideration of 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.

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.

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

into an additional Securities Purchase Agreement effective April 20, 2023 with the above investor, pursuant to which the Company sold

the investor an unsecured promissory note in the principal amount of $56,962 (the “Convertible Note”), bears interest

at a rate of 8%, or 22% in the event of default, and matured on April 11, 2024.

The Company received net proceeds of $50,000 in

consideration of issuance of the Convertible Note after original issue discount of $2,712 and legal fees of $4,250.

The aggregate

debt discount of $6,962 is being amortized to interest expense over the respective term of the note.

The Convertible Note is convertible

into common shares of the Company beginning on the sixth-month anniversary, at a rate of 65% of the average of the three lowest prices

for the preceding 15 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 December 31, 2024, the principal balance

on the April 11, 2023 notes is $106,701.

The notes are in default.

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 Company received net proceeds of $60,000 in consideration of issuance of the Promissory Note.

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

The Promissory Note has a

prepayment percentage of 130% for the period beginning on the issuance date and ending on the maturity date.

As of December 31, 2024,

the balance on the note was $60,000 and the note was past due.

On April 14, 2025, the note and accrued interest were converted in full

into 31,500,000 shares of common stock.

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

into a Promissory Note Purchase Agreement with another investor, pursuant to which the Company sold the investor an unsecured convertible

promissory note in the principal amount of $57,502 Promissory Note.

The Company received gross proceeds of $57,502 in consideration

of issuance of the Promissory Note.

The Promissory Note shall bear interest at a rate of 10% and have a maturity date of May 26,

The Promissory Note has a prepayment percentage of 130% for the period beginning on the issuance date and ending on the maturity

As of December 31, 2024, the balance on the note was $57,502 and the Note was past due.

On April 14, 2025, the note and accrued

interest were converted in full into 30,188,550 shares of common stock.

On August 4, 2023, the Company entered into a

Securities Purchase Agreement with 1800 Diagonal Lending LLC, an accredited investor, 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.

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 December 31, 2024,

the balance on the note is $99,529.

The note is in default.

On October 20, 2023 the Company received notice

from 1800 Diagonal Lending LLC, 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 $257,151, together with accrued

interest and default interest as provided for in the 1800 Notes.

As a result of the default, the 1800 Notes are convertible into common

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.

On September 2, 2025, the Company entered into a securities

purchase agreement with ClearThink Capital Partners, LLC (“ClearThink”), pursuant to which the Company sold ClearThink a 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

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 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.

On 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.

On September 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, 2026.

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

3,400,000 shares of common stock as commitment shares with a relative fair value of $59,826 which was recorded as a discount on the note.

The proceeds from the sale of the unsecured original issue discount promissory note shall be used for working capital.

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.

On September 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.

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.

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.

On September 23, 2025, the Company entered into a

series of securities purchase agreements with accredited investors.

Pursuant to the first securities purchase agreement on September 23,

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.

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

for working capital.

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.

Effective 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.

The promissory note shall

incur a one-time interest charge of 12%, which is added to the principal balance and matures on August 31, 2026.

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 with a relative fair value of $178,620 which was recorded as a discount

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 8, 2025, the Company issued a

convertible promissory note to an accredited investor for $20,000 to settle outstanding amounts owed to the investor.

The note has a maturity

date of October 8, 2026 and bears interest at a rate of 10%.

The note is convertible into common shares of the Company after 180 days,

at a rate of 85% of the lowest closing bid price for the five trading days preceding the conversion date.

On October 9, 2025, the Company sold ClearThink

a second promissory note in the principal amount of $115,000 (the “Second ClearThink Note”).

The Company received net proceeds

of $100,000 after original discount of $15,000.

The Second ClearThink Note shall incur a one-time interest charge of 12%, which is added

to the principal balance and matures on 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.

On November 26, 2025, the Company entered into

a securities purchase agreement with an accredited investor dated November 18, 2025.

Pursuant to the securities purchase agreement, the

Company sold to the accredited investor a convertible promissory note in the principal amount of $143,750 for which the Company received

net proceeds of $125,000.

The proceeds from the sale shall be used for working capital.

Pursuant to the securities purchase agreement,

the Company issued to the accredited investor 1,250,000 shares of the Company’s common stock as commitment shares.

The note carries

a one-time interest charge of 12%, which was applied to the principal on the issuance date, and matures on November 20, 2026.

is convertible into common stock of the Company 180 days after the date of issuance or at any time following an event of default at a

conversion price of $0.01 per share.

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

Subsequent to December 31, 2025, on January 12,

2026, the Company entered into a securities purchase agreement with an accredited investor.

Pursuant to the securities purchase agreement,

the Company sold the investor an original issue discount promissory note in the principal amount of $81,250 for which the Company received

net proceeds of $75,000.

The promissory note carries an interest of 12% per annum and has maturity date of January 12, 2027.

The promissory

note is convertible into shares of the Company’s common stock 180 days after issuance at a price equal to 70% of the lowest traded

price of the Company’s common stock on its principal trading market during the 20 trading days preceding the date of conversion.

On January 27, 2026, the Company entered into a securities

purchase agreement with an accredited investor.

Pursuant to the securities purchase agreement, the Company sold the Investor an unsecured

original issue discount promissory note in the principal amount of $86,250 for which the Company received net proceeds of $75,000.

as consideration for the purchase of the promissory note, the Company also issued 1,050,000 shares of the Company’s common stock

to the investor as commitment shares.

The promissory note carries a one-time interest charge of 10%, payable on the maturity date of January

27, 2027 or upon acceleration or prepayment of the promissory note.

The promissory note is convertible into common stock of the Company

at any time after the date of issuance at a conversion price equal to 70% of the lowest closing price of the Company’s common stock

on its principal trading market during the 10 trading days preceding the date of conversion.

On February 24, 2026, the Company entered into

a securities purchase agreement with an accredited investor.

Pursuant to the securities purchase agreement, the Company sold the investor

a convertible promissory note in the principal amount of $150,000 for which the Company received net proceeds of $130,000.

The promissory

note carries an interest rate of 6% per annum and has a maturity date of February 24, 2027.

The Promissory Note is convertible into shares

of the Company’s common stock after the sixth month anniversary of the date of issuance at a conversion price equal to 60% of the

lowest trading price of the Company’s common stock as reported on the OTC Markets (or the securities exchange on which the common

stock is then-listed) for the 15 trading days preceding the date of conversion.

On March 5, 2026, the Company entered into a securities

purchase agreement with an accredited investor.

Pursuant to the securities purchase agreement, the Company sold the investor a convertible

promissory note in the principal amount of $120,000 for which the Company received net proceeds of $92,000.

The promissory note carries

a one time interest charge of 15% and has a maturity date of December 15, 2026.

The Promissory Note is convertible into shares of the

Company’s common stock at any time following an event of default at a conversion price equal to 61% of the lowest closing price

of the Company’s common stock on its principal trading market during the 20 trading days preceding the date of conversion.

On September 4, 2025, the Company also entered

into a Securities Purchase Agreement (the “ELOC Agreement”) with the 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”).

Subsequent to December 31, 2025, and through the date of this filing,

we have received approximately $632,125 in cash proceeds related to the sale of 55,397,351 shares of common stock under this agreement

and expect to continue to utilize it to fund current operational needs.

We cannot assure you, however, that any additional

capital will be available to us on favorable terms or at all.

Our capital expenditures could be curtailed if our cash flows decline from

expected levels.

Summary of cash flows

33 unchanged sentences

Our business depends upon the demand for data centers.

· Our new focus on HPC hosting may not be successful and depends on the continuing development and resource

and computational requirements of HPC hosting applications such as cloud computing, machine learning, and artificial intelligence (“AI”)

and continuing need for the infrastructure and services we provide.

· We face significant competition, which may adversely affect the occupancy and rental rates of our data

· We have limited resources which may affect our abilities to develop our SAPL operations.

· At the outset, our HPC business will be highly dependent on a single customer.

· Any failure of our physical or information technology (“IT”) or operational technology infrastructure

or services could lead to significant costs and disruptions.

· Our third-party providers and we are vulnerable to cyberattacks and security breaches that could materially

disrupt or compromise our operations, data and results.

· We will depend upon third-party suppliers for power, and we are vulnerable to service failures and price

increases by such suppliers and to volatility in the supply and price of power in the open market.

· If we do not accurately predict our facility requirements, it could have a material adverse effect on

our business, financial condition, and results of operations.

· We will depend on third parties to provide network connectivity to the customers in our data centers and

any delays or disruptions in connectivity may materially adversely affect our operating results and cash flow.

· Our success is dependent on the ability of our management team and our ability to attract, develop, motivate

and retain other well-qualified employees, which may be more difficult, costly or time-consuming than expected.

· The development and advancement in the efficiency of AI models presents risks and challenges that may

adversely impact our business and operating results.

Our new focus on HPC hosting may not be successful and depends on the continuing development and resource and computational requirements of HPC hosting applications such as cloud computing, machine learning, and AI and continuing need for the infrastructure and services we provide.

We face significant competition, which may adversely affect the occupancy and rental rates of our data centers.

We have limited resources which may affect our abilities to develop our data center operations.

We currently have no customers and our ability to attract customers for our HPC business is uncertain.

Any failure of our physical or information technology (“IT”) or operational technology infrastructure or services could lead to significant costs and disruptions.

Our third-party providers and we are vulnerable to cyberattacks and security breaches that could materially disrupt or compromise our operations, data and results.

We will depend upon third-party suppliers for power, and we are vulnerable to service failures and price increases by such suppliers and to volatility in the supply and price of power in the open market.

If we do not accurately predict our facility requirements, it could have a material adverse effect on our business, financial condition, and results of operations.

We will depend on third parties to provide network connectivity to the customers in our data centers and any delays or disruptions in connectivity may materially adversely affect our operating results and cash flow.

Our success is dependent on the ability of our management team and our ability to attract, develop, motivate and retain other well-qualified employees, which may be more difficult, costly or time-consuming than expected.

The development and advancement in the efficiency of AI models presents risks and challenges that may adversely impact our business and operating results.

Risks Related to Our Limited Operating History

and Transition

· Our new services and any changes to services in the future could fail to attract or retain users or generate

revenue and profits, or otherwise adversely affect our business.

· We operate in a rapidly developing industry and have an evolving business model with no history of generating

revenue from our colocation services.

In addition, our evolving business model increases the complexity of our business, which makes it

difficult to evaluate our future business prospects and could have a material adverse effect on our business, financial condition, and

results of operations.

· Our failure to attract or retain clients to our new services and generate revenue may adversely affect

our business.

· We operate in a rapidly developing industry with an evolving business model and have no history of generating

revenue from our colocation services, which makes it difficult to evaluate our business prospects.

Risks Related to Operating in Spain and Europe

· Our proposed operations in Spain and internationally as a whole could expose us to substantial business, regulatory, political, financial,

and economic risks.

· Existing and new laws, rules, regulations, and orders may impose additional security requirements on our operations.

Risks of Regulatory Laws, Regulatory Frameworks,

6 unchanged sentences

· Changing environmental regulation and public energy policy may expose our business to new risks.

Risks Related to our Financial Position and

Capital Needs

· Payment of our contractual obligations may require us to raise additional debt or equity capital.

· We may be unable to repay our outstanding convertible promissory notes which may have an adverse effect on our stock price.

· Our auditors have issued a “going concern” audit opinion.

Risks Related to Ownership of Our Common Stock

· We are a former shell company.

· The issuance of shares upon exercise of our outstanding options or warrants or the conversion of outstanding

promissory notes may cause immediate and substantial dilution to our existing shareholders.

· Our common stock is subject to “penny stock” rules.

· We are a former shell company.

· We are currently engaged in litigation with a former officer and director of the Company.

There are numerous and varied risks, known and

5 unchanged sentences

Risks Related to Our Business and Operations

We have not adopted a cybersecurity risk management

program or formal processes for assessing cybersecurity risk, which may increase our exposure to cybersecurity incidents.

We have not adopted a cybersecurity risk management

program or formal processes for assessing cybersecurity risks designed to protect our information technology systems, networks, data and

infrastructure.

As a result, the confidentiality, availability and integrity of our systems and data, including information relating to

our customers and business partners, may be more vulnerable to unauthorized access, data breaches, ransomware attacks or other cybersecurity

Any such compromise of our information technology systems could disrupt our business operations, damage our reputation, result

in the loss or unauthorized disclosure of confidential or proprietary information and subject us to claims, liabilities and costs which

could have a material adverse effect on our business.

Additionally, we may incur significant expenses

to comply with data protection standards and protocols imposed by law, regulation, industry standards and contractual obligations which

could further materially adversely affect our financial condition and results of operations.

We require significant capital to fund our

operations and we may have difficulty raising capital, which could deprive us of necessary revenues .

SAPL has not generated any revenues to date and,

subject to the availability of sufficient capital, does not expect to generate revenues until mid-2025 or later.

We also require funding

or revenues to satisfy outstanding debt.

We require funding of approximately $70,000,000 to develop our operations.

In order to support

our initiatives, we will need to raise additional funds through public or private debt or equity financing, collaborative relationships,

or other arrangements with well-capitalized companies.

Our ability to raise additional financing depends on many factors beyond our control,

including the current volatility in the capital markets, risks associated with investing in a pre-revenue company with no assurances our

products can be commercialized, the lack of a public market for our common stock, and the development or prospects for development of

competitive technology by others.

Sufficient additional financing may not be available to us or may be available only on terms that would

result in further dilution to the current owners of our common stock.

If we are unsuccessful in raising additional capital, or the terms

of raising such capital are unacceptable, we may never be able to effectively monetize our SAPL assets and/or we may default on the SAPL

In that event, we may have to modify our business plan and/or significantly curtail our planned activities and other operations.

The Company and BAIF entered into the MOU for

the purposes of organizing DC Estate Solutions which was organized by the Company on October 23, 2025.

On November 6, 2025, DC Estate

Solutions and BAIF entered into the SPV SPA.

DC Estate Solutions is owned and controlled 50.1% by the Company and 49.9% by BAIF.

The principal

of BAIF is Jose Mora.

DC Estate Solutions acquired seven Spain 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, Torrecampo, Villasequilla and Tomelloso

and one lease located Tocumen, Panama.

The Company paid BAIF $250,000 upon execution of the

MOU and an additional $250,000 on the closing of the SPV SPA and has agreed to fund the data center development with a minimum amount

of $11,150,000.

The development will require additional significant working capital to achieve full RTB status on all eight sites.

capital is required to develop the sites and the further development of the data centers to RTB will require substantial capital.

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 data centers ultimately developed

and sold or become operational.

Our business depends upon the demand for data

21 unchanged sentences

satisfy our debt service obligations could be materially adversely affected as a result of any or all of these factors.

Our new focus on HPC hosting may not be successful

and depends on the continuing development and resource and computational requirements of HPC hosting applications such as cloud computing,

machine learning and AI, and the continuing need for the infrastructure and services we provide.

If our target customer markets, which are new

and still developing, do not grow or develop as expected or in a manner consistent with our current business model, our business, financial

condition, and results of operation would be adversely affected.

Further, increases in power costs could negatively impact our hosting

customers’ demand for services, harm our growth prospects, and could have a material adverse effect on our business, financial condition,

and results of operations.

Our new focus on AI data center development

may not be successful and depends on the continuing development and resource and computational requirements of HPC hosting applications

such as cloud computing, machine learning and AI, and the continuing need for the infrastructure and services we provide.

We currently have no customers.

If our target

customer markets, which are new and still developing, do not grow or develop as expected or in a manner consistent with our current business

model, our business, financial condition, and results of operation would be adversely affected.

Further, increases in power costs could

negatively impact our hosting customers’ demand for services, harm our growth prospects, and could have a material adverse effect

on our business, financial condition, and results of operations.

Our success also depends in large part on our

4 unchanged sentences

· we fail to provide competitive hosting terms or effectively market them to potential customers;

· we provide hosting services that are deemed by existing and potential customers or suppliers to be inferior

to those of our competitors, or that fail to meet customers’ or suppliers’ ongoing and evolving program qualification standards,

based on a range of factors, including available power, preferred design features, security considerations, and connectivity;

· we provide AI data center developments that are deemed by existing and potential customers or suppliers

to be inferior to those of our competitors, or that fail to meet customers’ or suppliers’ ongoing and evolving program qualification

standards, based on a range of factors, including available power, preferred design features, security considerations, and connectivity;

· businesses decide to host internally as an alternative to the use of our services;

26 unchanged sentences

We have limited resources which may affect

our abilities to develop our SAPL operations.

With the limited resources we have available,

we may experience difficulties in developing our SAPL operations, including, but not limited to, our colocation data center, services,

and colocation to commence generating revenues and compete in the HPC hosting industry.

Competition from existing and future competitors,

particularly those better capitalized, could result in our inability to secure acquisitions and partnerships that we may need to expand

our business in the future.

This competition from other entities with greater resources, experience, and reputations may result in our

failure to maintain or expand our business, as we may never be able to successfully execute our business plan.

If we are unable to develop,

expand, and remain competitive, our business could be negatively affected, which would have an adverse effect on the trading price of

our ordinary shares, which would harm our investors.

our abilities to develop our Blackberry AIF S.L.

With the limited resources we have available, we may

experience difficulties in developing our BAIF operations, including, but not limited to, our colocation data center, services, and colocation

to commence generating revenues and compete in the HPC hosting industry.

Competition from existing and future competitors, particularly

those better capitalized, could result in our inability to secure acquisitions and partnerships that we may need to expand our business

in the future.

This competition from other entities with greater resources, experience, and reputations may result in our failure to maintain

or expand our business, as we may never be able to successfully execute our business plan.

If we are unable to develop, expand, and remain

competitive, our business could be negatively affected, which would have an adverse effect on the trading price of our common stock, which

would harm our investors.

We have no operating history, require significant

2 unchanged sentences

new colocation customers.

At the outset, our HPC business will be highly

dependent on a single customer.

One customer, Cudo Ventures Ltd (“Cudo Ventures”),

will initially account for 100% of our HPC Hosting segment revenue.

Our success in the HPC Hosting segment is highly dependent on the

success of our master services agreement with Cudo Ventures and the fulfillment by it of its obligations under the master services agreement.

Any failure to meet Cudo Ventures’ expectations, including, but not limited to, failure to fulfill our contractual obligations,

could result in cancellation or non-renewal of our business relationship, or harm to our business relationship that could impact our future

growth and which could have a material adverse effect on our business, financial condition, and results of operations.

Any failure of our physical or IT or operational

technology infrastructure or services could lead to significant costs and disruptions.

Our business will depend on providing customers

with highly reliable services, including, but not limited to, power supply, physical security, cybersecurity, maintenance of environmental

Our business depends on providing customers with

highly reliable services, including, but not limited to, power supply, physical security, cybersecurity, maintenance of environmental

conditions, and other mission-critical infrastructure services.

2 unchanged sentences

cyberattacks, war, terrorism, fire, earthquake, pandemics, hurricane, flood and other natural disasters, sabotage, and vandalism.

Our customer agreements will include terms requiring

us to meet certain service level commitments.

A failure to meet these or other commitments or equipment damage in our data centers could

subject us to contractual liability, including service level credits against customer rent payments, legal liability and monetary damages,

regulatory sanctions, or, in certain cases of repeated failures, the right by the customer to terminate the agreement.

Service interruptions,

equipment failures, or security breaches could also materially impact our brand and reputation globally and lead to customer contract

terminations or non-renewals and an inability to attract customers in the future.

Our future customer agreements will include terms

requiring us to meet certain service level commitments.

A failure to meet these or other commitments or equipment damage in our data centers

could subject us to contractual liability, including service level credits against customer rent payments, legal liability and monetary

damages, regulatory sanctions, or, in certain cases of repeated failures, the right by the customer to terminate the agreement.

interruptions, equipment failures, or security breaches could also materially impact our brand and reputation globally and lead to customer

contract terminations or non-renewals and an inability to attract customers in the future.

We and our third-party providers are vulnerable

17 unchanged sentences

and insurance costs, and other adverse effects on our business and results.

Our contracts with our current or future customers

could subject us to significant liability.

Our contracts with our customers could subject

us to significant liability.

In the ordinary course of business, we will enter

24 unchanged sentences

Many factors, including global economic conditions,

may cause our current and future HPC data center customers to experience a downturn in their businesses or otherwise experience a lack

of liquidity, which may weaken their financial condition and impact our estimates as to the probability of collectability of payments,

and ultimately result in their failure to make timely rental and other payments or their default under their agreements with us.

the development of new technologies, the adoption of new industry standards or other factors could render our HPC data center customers’

current products and services obsolete or unmarketable and contribute to a downturn in their businesses, thereby increasing the likelihood

that they default under their leases, become insolvent, or file for bankruptcy.

If a customer defaults or fails to make timely rent or

other payments, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment,

which could adversely affect our financial condition and results of operations.

Even if we have additional space available

for lease at any one of our data centers, our ability to lease this space to existing or new customers could be constrained by our ability

to provide sufficient electrical power.

Customers may increase their power footprint in

our data centers over time and the corresponding reduction in available power could limit our ability to increase occupancy rates or network

density within our existing data centers.

Our aggregate maximum contractual obligation to provide power and cooling to our customers may

exceed the physical capacity at such data centers if customers were to quickly increase their demand for power and cooling.

not able to increase the available power and/or cooling or move the customer to another location within our data centers with sufficient

power and cooling to meet such demand, we could lose the customer as well as be exposed to liability under our customer agreements.

addition, our power and cooling systems will be difficult and expensive to upgrade, especially as we plan to design our data centers to

the specifications of new and evolving technologies, such as AI, which are more power-intensive.

Accordingly, we may not be able to efficiently

upgrade or change these systems to meet new demands without incurring significant costs that we may not be able to pass on to our customers.

Any such material loss of customers, liability, or additional costs could adversely affect our business, financial condition, and results

of operations.

We will depend upon third-party suppliers for

power, and we may be vulnerable to service failures and price increases by such suppliers and to volatility in the supply and price of

power in the open market.

We will rely on third parties to provide power

to our data centers and we cannot ensure that these third parties will deliver such power in adequate quantities or on a consistent basis.

We will also be reliant on third parties to deliver additional power capacity to support the growth of our business.

If the amount of

power available to us is inadequate to support our customer requirements, we may be unable to satisfy our obligations to our customers

or grow our business.

In addition, our data centers may be susceptible to power shortages and planned or unplanned power outages caused

by these shortages.

Power outages may last beyond our backup and alternative power arrangements, which would harm our customers and our

Any loss of services or equipment damage could adversely affect both our ability to generate revenues and our operating results,

harm our reputation, and potentially lead to customer disputes or litigation.

may cause our future HPC data center customers to experience a downturn in their businesses or otherwise experience a lack of liquidity,

which may weaken their financial condition and impact our estimates as to the probability of collectability of payments, and ultimately

result in their failure to make timely rental and other payments or their default under their agreements with us.

Further, the development

of new technologies, the adoption of new industry standards or other factors could render our HPC data center customers’ current

products and services obsolete or unmarketable and contribute to a downturn in their businesses, thereby increasing the likelihood that

they default under their leases, become insolvent, or file for bankruptcy.

If a customer defaults or fails to make timely rent or other

payments, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment, which

could adversely affect our financial condition and results of operations.

We will continue to depend upon third-party

suppliers for power, and we may be vulnerable to service failures and price increases by such suppliers and to volatility in the supply

and price of power in the open market.

In the event we develop data centers, we will

continue to rely on third parties to provide power to our data centers and we cannot ensure that these third parties will deliver such

power in adequate quantities or on a consistent basis.

We will also be reliant on third parties to deliver additional power capacity to

support the growth of our business.

If the amount of power available to us is inadequate to support our customer requirements, we may

be unable to satisfy our obligations to our customers or grow our business.

In addition, our data centers may be susceptible to power

shortages and planned or unplanned power outages caused by these shortages.

Power outages may last beyond our backup and alternative power

arrangements, which would harm our customers and our business.

Any loss of services or equipment damage could adversely affect both our

ability to generate revenues and our operating results, harm our reputation, and potentially lead to customer disputes or litigation.

In addition, we may be subject to risks and unanticipated

21 unchanged sentences

condition, and results of operations.

We will depend on third parties to provide

network connectivity to the customers in our data centers and any delays or disruptions in connectivity may materially adversely affect

our operating results and cash flow.

We will continue to depend on third parties

to provide network connectivity to the customers in our data centers and any delays or disruptions in connectivity may materially adversely

affect our operating results and cash flow.

We are not a telecommunications carrier.

our customers generally will be responsible for providing their own network connectivity, we will still depend upon the presence of telecommunications

carriers’ fiber networks serving our data centers in order to attract and retain customers.

We believe that the availability of

carrier capacity will directly affect our ability to achieve our projected results.

Any carrier may elect not to offer its services within

our data centers.

Any carrier that decides to provide network connectivity to our data centers may not continue to do so for any period

we anticipate our customers generally will be responsible for providing their own network connectivity, we will still depend upon the

presence of telecommunications carriers’ fiber networks serving our data centers in order to attract and retain customers.

that the availability of carrier capacity will directly affect our ability to achieve our projected results.

Any carrier may elect not

to offer its services within our data centers.

Any carrier that decides to provide network connectivity to our data centers may not continue

to do so for any period of time.

Further, some carriers are experiencing business difficulties or have announced consolidations.

As a result, some carriers may

be forced to downsize or eventually terminate connectivity within our data centers, which could have an adverse effect on the business

of our customers and, in turn, our own development and operating results.

result, some carriers may be forced to downsize or eventually terminate connectivity within our data centers, which could have an adverse

effect on the business of our customers and, in turn, our own development and operating results.

Our data centers may require construction and

16 unchanged sentences

year over year.

Federal policies and recent global events, such as the rising price of oil and the conflict between Russia and Ukraine,

may have exacerbated, and may continue to exacerbate, inflation and increases in the consumer price index.

A sustained or further increase

in inflation could have an adverse impact on our operating expenses incurred in connection with, among others, the property-related contracted

services such as repairs, maintenance, utilities, security, and insurance.

With regard to utilities expenses, which we anticipate to be

our largest expense category, the vast majority of the expense will be passed directly through to our customers which significantly mitigates

our exposure to increases in power costs.

For our other operating expenses, we expect to recover some increases from our customers

through our planned lease structures, annual rent escalations, or from the resetting of rents from our renewal and re-leasing activities.

As a result, we do not believe that inflation would result in a significant adverse effect on our net operating income and operating cash

flows at the property level.

However, there can be no assurance that the impact of inflation will be adequately offset by some of our

annual rent escalations contained in our leases, and it is possible that the resetting of rents from our renewal and re-leasing activities

would not fully offset the impact of higher operating expenses resulting from inflationary pressure.

As a result, during inflationary

periods in which the inflation rate exceeds the annual rent escalation percentages within our customer contracts, we may not adequately

mitigate the impact of inflation, which may adversely affect our business, financial condition, results of operations, and cash flows.

Federal policies and global events such as the conflict between Russia and Ukraine, may have exacerbated, and may continue

to exacerbate, inflation and increases in the consumer price index.

A sustained or further increase in inflation could have an adverse

impact on our operating expenses incurred in connection with, among others, the property-related contracted services such as repairs,

maintenance, utilities, security, and insurance.

With regard to utilities expenses, which we anticipate to be our largest expense category,

the vast majority of the expense will be passed directly through to our customers which significantly mitigates our exposure to increases

in power costs.

For our other operating expenses, we expect to recover some increases from our customers through our planned lease structures,

annual rent escalations, or from the resetting of rents from our renewal and re-leasing activities.

As a result, we do not believe that

inflation would result in a significant adverse effect on our net operating income and operating cash flows at the property level.

there can be no assurance that the impact of inflation will be adequately offset by some of our annual rent escalations contained in our

leases, and it is possible that the resetting of rents from our renewal and re-leasing activities would not fully offset the impact of

higher operating expenses resulting from inflationary pressure.

As a result, during inflationary periods in which the inflation rate exceeds

the annual rent escalation percentages within our customer contracts, we may not adequately mitigate the impact of inflation, which may

adversely affect our business, financial condition, results of operations, and cash flows.

Our general and administrative expenses consist

22 unchanged sentences

As a result, our business, financial

condition, results of operations, cash flows, liquidity, ability to satisfy our debt service obligations, and to pay dividends and distributions

to security holders could be adversely affected over time.

condition, results of operations, cash flows, liquidity, and ability to satisfy our debt service obligations could be adversely affected

Rising threats of international tariffs may

materially and adversely affect our business.

As a result of the United States presidential

election, President Trump imposed tariffs on the importation of goods from countries around the world.

This increase in tariffs imposed

could materially and adversely affect our business and results of operations.

Under the current administration, the imposition of additional

tariffs fluctuates dramatically and has created uncertainty in the global markets.

Future tariffs or any further costs or restrictions

imposed on materials on which we rely may limit our revenue and harm our business operations.

Our business and operations, customers, suppliers,

32 unchanged sentences

including the significant amount of capital required.

Expanding our business will require significant

In addition, we may be required to commit significant operational and financial resources in connection with the organic growth

of our business substantially in advance of such newly developed data centers generating revenue.

Developing and expanding our business will require

significant capital.

In addition, we may be required to commit significant operational and financial resources in connection with the

organic growth of our business substantially in advance of such newly developed data centers generating revenue.

The costs of constructing, developing, operating,

52 unchanged sentences

Further, due to regulations that apply to our

potential customers as well as industry standards, such as ISO and SOC certifications which customers may deem desirable, they may seek specific

requirements and certifications from their data centers that we are unable to provide.

If new or different regulations or standards are

adopted or such extra requirements are demanded by our customers, we could lose some customers in the future or be unable to attract

potential customers as well as industry standards, such as ISO and SOC certifications which customers may deem desirable, they may seek

specific requirements and certifications from their data centers that we are unable to provide.

If new or different regulations or standards

are adopted or such extra requirements are demanded by our customers, we could lose some customers in the future or be unable to attract

new customers in certain industries, which could materially and adversely affect our operations.

37 unchanged sentences

the future could fail to attract or retain users, generate revenue and profits, or otherwise adversely affect our business.

Our ability to retain, increase, and engage our

customer base and to increase our revenue will depend heavily on our ability to continue to evolve our services and to create successful

Our ability to obtain, retain, increase, and engage

our customer base and to increase our revenue will depend heavily on our ability to continue to evolve our services and to create successful

new services, both independently and in conjunction with developers or other third parties.

30 unchanged sentences

it will have a material adverse effect on our business, financial condition, and results of operations.

Risks Related to Operating in Spain, Europe

Our proposed operations in Spain, Panama and

internationally as a whole could expose us to substantial business, regulatory, political, financial, and economic risks.

As our currently planned data centers and operations

will be located in Europe, specifically Spain, and Panama, we may be exposed to substantial risks associated with doing business in Europe,

such as risks associated with taxation, inflation, AI legislation, environmental regulations, foreign currency exchange rates, the labor

market, property and financial regulations, public health crises, and the outbreak of hostilities or war.

Our ability to operate in Spain,

Europe and Panama may be adversely affected by changes in, or our failure to comply with, foreign laws and regulations.

policies and tariffs have created uncertainties affecting business operations in the U.K., European Union (“EU”), and a number

of other countries, which could increase volatility in exchange rates, market instability, costs, and other risks.

We may be susceptible to prolonged periods

of inflationary pressure, including the risk of energy shortages and elevated electricity and energy prices throughout Europe.

In 2022, amid the war between Russia and Ukraine,

the European energy crisis escalated as the costs of electricity and gas increased, along with fueling supply uncertainties, and the risk

of an energy shortage across Europe due to the lack of gas from Russia.

This resulted in decisive measures implemented by the EU to help

manage security of supply and establish new sources of gas.

Our business will be heavily exposed to both gas and electricity prices used

to power our data centers and operating equipment.

Consequently, the rising energy costs may negatively affect our profitability and reduce

our competitive position compared to competitors operating outside Europe where the energy crisis has been less pronounced.

Existing and new laws, rules, regulations,

and orders may impose additional security requirements on our operations.

Existing and new laws, rules, regulations, and

orders relating to the security of our networks and data processing may cause us to incur additional compliance costs or limit our ability

to provide certain services in some locations.

For example, we may incur additional costs relating to new cybersecurity requirements in

the EU pursuant to the E.U.

Network Information Security 2 Directive (“NIS2”), which has defined some data center providers

as “essential” given their role in the European economy.

The increase in incidents, such as ransomware attacks, data breaches,

and denial-of-service (“DoS”) attacks, perpetrated against data center providers has led to enhanced audit and inspection

measures with which we may have to comply in the future.

As a result, we may have to expend significant resources ensuring that our security

management frameworks and cybersecurity meet the requisite standards .

Our business and operating results may fluctuate

significantly and be adversely affected by geopolitical factors beyond our control.

In addition to the ongoing conflict between Russia

and Ukraine, geopolitical instability in other regions, including the Middle East, specifically Iran, and Latin America, may disrupt global

markets and supply chains.

Such events may lead to increases in the cost of energy and other materials necessary for the development and

operation of data centers.

Increases in cost or disruptions in the supply chain could have a material adverse effect on our business and

results of operations.

Fluctuations in currency exchange rates could

negatively affect our earnings.

As our business operations are located outside

of the United States, specifically in the Cayman Islands and Spain, we anticipate that our business will be conducted in currencies other

than the U.S.

Any fluctuation in the value of the EURO or other European currencies relative to the U.S.

dollar, could impact

the financial result when converting foreign revenue, expenses, and profits into U.S.

Although we will closely monitor potential

exposures as a result of these fluctuations in currencies and, where cost-justified, we may adopt strategies that are designed to reduce

the impact of these fluctuations on our financial performance, there can be no assurance that we will be successful in managing our foreign

exchange risk.

Any material fluctuations in currencies could have a material effect on our financial condition, results of operations,

and cash flows.

Risks of Regulatory Laws, Regulatory Frameworks,

27 unchanged sentences

our use of third-party service providers who are implementing these tools into the products or services they provide to us.

Pending litigation arising from our dispute

with Synthesis Analytics Production, Ltd.

and Adler Capital Limited may materially adversely affect us.

As discussed, we are

rescinding the Share Exchange with SAPL and have terminated the agreements with SAPL, ACL and their affiliates.

Legal proceedings relating

to these matters may be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability.

Adverse outcomes in such proceedings or claims could result in significant liabilities which may materially affect our financial condition,

results of operations, or cash flows.

We may become involved in litigation arising

37 unchanged sentences

Any of the foregoing could result in a material adverse effect on our business and financial

Risks Related to Operating in Sweden and

Our operations in Sweden, Europe, and internationally

as a whole could expose us to substantial business, regulatory, political, financial, and economic risks.

As our currently planned data center and operations

will be located in Europe, specifically Sweden, we may be exposed to substantial risks associated with doing business in Europe, such

as risks associated with taxation, inflation, AI legislation, environmental regulations, foreign currency exchange rates, the labor market,

property and financial regulations, public health crises, and the outbreak of hostilities or war.

Our ability to operate in Sweden and

Europe may be adversely affected by changes in, or our failure to comply with, foreign laws and regulations.

trade policies

and tariffs have created uncertainties affecting business operations in the U.K., EU, and a number of other countries, which could increase

volatility in exchange rates, market instability, costs, and other risks.

We may be susceptible to prolonged periods

of inflationary pressure, including the risk of energy shortages and elevated electricity and energy prices throughout Europe.

In 2022, amid the war between Russia and Ukraine,

the European energy crisis escalated as the costs of electricity and gas increased, along with fueling supply uncertainties, and the risk

of an energy shortage across Europe due to the lack of gas from Russia.

This resulted in decisive measures implemented by the European

Union (“EU”) to help manage security of supply and establish new sources of gas.

Our business will be heavily

exposed to both gas and electricity prices used to power our data centers and operating equipment.

Consequently, the rising energy costs

may negatively affect our profitability and reduce our competitive position compared to competitors operating outside Europe where the energy crisis

has been less pronounced.

Existing and new laws, rules, regulations,

and orders may impose additional security requirements on our operations.

Existing and new laws, rules, regulations, and orders

relating to the security of our networks and data processing may cause us to incur additional compliance costs or limit our ability

to provide certain services in some locations.

For example, we may incur additional costs relating to new cybersecurity requirements in

the EU pursuant to the E.U.

Network Information Security 2 Directive (“NIS2”), which has defined some data center providers

as “essential” given their role in the European economy.

The increase in incidents, such as ransomware attacks, data breaches,

and denial-of-service (“DoS”) attacks, perpetrated against data center providers has led to enhanced audit and inspection

measures with which we may have to comply in the future.

As a result, we may have to expend significant resources ensuring that our security

management frameworks and cybersecurity meet the requisite standards .

Fluctuations in currency exchange rates could

negatively affect our earnings.

As our business operations are located outside

of the United States, specifically in Sweden and throughout Europe, we anticipate that our business will be conducted in currencies other

than the U.S.

Any fluctuation in the value of the Swedish krona (“SEK”), or other European currencies relative to

dollar, could impact the financial result when converting foreign revenue, expenses, and profits into U.S.

we will closely monitor potential exposures as a result of these fluctuations in currencies and, where cost-justified, we may adopt strategies

that are designed to reduce the impact of these fluctuations on our financial performance, there can be no assurance that we will be successful

in managing our foreign exchange risk.

Any material fluctuations in currencies could have a material effect on our financial condition,

results of operations, and cash flows.

Risks Related to Our Financial Position

and Capital Needs

Our auditors have issued a “going concern”

audit opinion.

Our independent auditors

have indicated in their report on our December 31, 2025 and December 31, 2024 financial statements that there is substantial doubt about

our ability to continue as a going concern.

A “going concern” opinion indicates that the financial statements have been prepared

assuming we will continue as a going concern for one year from the date the financial statements are issued and do not include any adjustments

to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities

that may result if we do not continue as a going concern.

Therefore, you should not rely on our balance sheet as an indication of the

amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to stockholders,

in the event of liquidation.

We require significant working capital for our plan of operations.

We have issued convertible promissory notes

which we may not have the ability to repay and may have an adverse effect on our stock price.

We have issued and outstanding

convertible promissory notes in an aggregate principal amount of $2,235,005, as of April 13, 2026, each of which is convertible into shares

of our common stock at the option of the note holders at a conversion price that is below the current market price.

A majority of the

convertible notes mature during 2026.

If we are unable to generate sufficient revenues or raise additional capital, we may not have the

ability to repay the convertible notes when due.

In such event, the noteholders may elect to convert the convertible notes into equity

at a discount to market, which could result in substantial dilution to our existing stockholders.

If we are unable to repay or restructure

our obligations under the convertible notes, it could have a material adverse effect on our business, financial condition, and results

of operations.

Furthermore, such notes convert at discount to market and upon conversion will have an adverse effect on our stock price.

Risks Related to Ownership of Our Common

As of the year ended December 31, 2024, we

were a shell company and as such shareholders cannot rely on the provisions of Rule 144 for the resale of their shares until certain conditions

We have been a shell company as defined under

Rule 405 of the Securities Act of 1933 (“Securities Act”).

As securities issued by a former shell company, the securities

issued by us can only be resold pursuant to an effective registration statement and not by utilizing the provisions of Rule 144 until

certain conditions are met, including that:

(i) we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,

(ii) we have filed all required reports under the Exchange Act of the preceding 12 months and (iii) one year has elapsed since we filed

“Form 10” information (e.g.

audited financial statements, management information and compensation, shareholder information,

Thus, a shareholder of ours will not be able to sell its shares until such time as a registration statement for those shares is

filed or we become a reporting company, we have remained current on our Exchange Act filings for 12 months and we have filed the information

as would be required by a “Form 10” filing.

Due to factors beyond our control, our stock

price may be volatile.

Any of the following factors could affect the

market price of our common stock:

· Our failure to generate revenues, increase revenue in each succeeding quarter and achieve and thereafter

maintain profitability;

· Our failure to meet our revenue and earnings guidance or our failure to meet financial analysts’

performance expectations;

· Cybersecurity breaches;

· The loss of customers or our failure to attract more customers;

· Creditworthiness and solvency of clients;

· Loss of key employees;

· The sale of a large amount of common stock by our shareholders;

· Our announcement of a pending or completed acquisition or our failure to complete a proposed acquisition;

· An adverse court ruling or regulatory action;

· Changes in regulatory practices, including tariffs and taxes;

· Changes in market valuations of similar companies;

· Short selling activities;

· Our announcement of any financing or a change in the direction of our business;

· Dilution upon conversion of convertible notes at a discount to the market price;

· Announcements by us, or our competitors, of significant contracts, acquisitions, commercial relationships,

joint ventures or capital commitments;

· Other forces outside of our control such as inflation, Federal Reserve interest rate increases and the

recessionary environment it could bring, geopolitical turmoil and other developments that could adversely impact the U.S.

and global economies

and erode investor sentiment.

In the past, following periods of volatility in

the market price of a company’s securities, securities class action litigation has often been instituted.

A securities class action

suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used

to benefit our business.

Future issuance of our common stock could dilute

the interests of our existing shareholders, particularly in connection with an acquisition and any resulting financing.

We may issue additional shares of our common stock

in the future.

The issuance of a substantial amount of our common stock could substantially dilute the interests of our shareholders.

In addition, the sale of a substantial amount of common stock in the public market, either in the initial issuance or in a subsequent

resale by the target company in a business combination which received our common stock as consideration or by investors who has previously

acquired such common stock could have an adverse effect on the market price of our common stock.

We require significant financing which may involve

the issuance of our securities.

We may issue additional shares of our common stock in the future.

The issuance of a substantial amount

of our common stock or securities convertible into our common stock could substantially dilute the interests of our shareholders.

the sale of a substantial amount of common stock in the public market could have an adverse effect on the market price of our common stock.

We have also issued the 2025 Convertible Notes

with a conversion price below the current market price of our common stock.

The noteholders may elect to convert their notes into equity

at a discount to market, which could result in substantial dilution to our existing stockholders and negatively affect the trading price

of our common stock.

Further, pursuant to that certain securities purchase

agreement entered into on September 4, 2025, establishing an equity line of credit, we may sell additional shares of our common stock

from time to time.

Any such sale and issuance of common stock would increase the number of shares outstanding and may result in substantial

dilution to our existing shareholders and adversely affect the trading price of our common stock.

Control of the Company is concentrated between

two shareholders.

Charles Faulkner and Simon Wajcenberg (the “Majority

Shareholders”) own in excess of 50% of the voting power of the Company.

The Majority Shareholders own an aggregate of 2 shares of

the Company’s Series D Preferred Stock.

Pursuant to the Series D Preferred Stock Certificate of Designation, holders of Series D

Preferred Stock are entitled to vote together with the holders of common stock on all matters submitted to a vote of shareholders and

each share of Series D Preferred Stock entitles the holder to voting power equal to 25.5% of the issued and outstanding shares of the

Company’s common stock.

This concentration of control by the Majority Shareholders means that they may unilaterally affect the decision-making

and strategic decisions of the Company and may delay or prevent a change in control transaction, including those that other shareholders

may view as beneficial.

Further, such concentration of voting power may discourage, prevent, or delay the consummation of transactions

that stockholders may consider favorable.

Our registration under the Securities Exchange

22 unchanged sentences

our shares from being quoted or driving up our costs of compliance.

We are subject to the “ penny

stock ” rules which will adversely affect the liquidity of our common stock.

The SEC has adopted regulations which generally

define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions.

We do not expect our stock price to be above $5.00 in the foreseeable future.

The “penny stock” designation will require any

broker-dealer selling our securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser

and determine that the purchaser is reasonably suitable to purchase the securities.

These rules will limit the ability of broker-dealers

to solicit purchases of our common stock and therefore reduce the liquidity of the public market for our shares.

Broker-dealers are increasingly reluctant to permit

investors to buy or sell speculative unlisted stock and often impose costs which make it uneconomical for small shareholders to do so.

Moreover, as a result of apparent regulatory pressure from the SEC and the Financial Industry Regulatory Authority (“FINRA”),

a growing number of broker-dealers decline to permit investors to purchase and sell or otherwise make it difficult to sell shares of penny

The “penny stock” designation may have a depressive effect upon our common stock price.

The issuance of shares upon exercise of our

outstanding options or warrants or the conversion of outstanding promissory notes may cause immediate and substantial dilution to our

existing shareholders.

As of April 30, 2025 we have options and warrants

that if exercised would result in the issuance of an additional 1,436,587,202 shares of our common stock, and our outstanding convertible

notes are presently convertible into approximately 177,215,415 shares of common stock.

The issuance of shares upon exercise of warrants

and options and/or the conversion of convertible notes will result in dilution to the interests of other shareholders.

Our common stock is subject to the “penny

stock” rules.

Our common stock is classified as a “penny

stock.” The SEC has adopted regulations which generally define a penny stock as an equity security that has a market price of less

than $5.00 per share, subject to specific exemptions.

The SEC’s penny stock rules require a broker-dealer, before a transaction

in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information

about penny stocks and the risks in the penny stock market.

The broker-dealer must also provide the customer with current bid and offer

quotations for the penny stock, the compensation of the broker-dealer and the salesperson in the transaction, and monthly account statements

showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules generally require

that before a transaction in a penny stock occurs, the broker-dealer must make a special written determination that the penny stock is

a suitable investment for the purchaser and receive the purchaser’s agreement to the transaction.

If applicable in the future, these

rules may restrict the ability of brokers-dealers to sell our Common Stock and may affect the ability of investors to sell their shares,

until our Common Stock no longer is considered a penny stock.

These requirements may have the effect of reducing

the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules.

The additional

burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities,

which could severely limit the market price and liquidity of our securities.

These requirements may restrict the ability of broker-dealers

to sell our common stock and may affect your ability to resell our common stock.

Many brokerage firms will discourage or refrain from

recommending investments in penny stocks.

Most institutional investors will not invest in penny stocks.

In addition, many individual investors

will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.

For these reasons, penny stocks may have a limited

market and, consequently, limited liquidity.

We can give no assurance at what time, if ever, our common stock will not be classified as

a “penny stock.”

As a former shell company, resales of shares

of our restricted common stock in reliance on Rule 144 of the Securities Act are subject to the requirements of Rule 144.

We previously were a “shell company”

and, as a former shell company, we are subject to additional restrictions.

Historically, the SEC staff has taken the position that Rule

144 is not available for the resale of securities initially issued by companies that are, or previously were, shell companies.

is not available for resale of securities issued by any shell companies (other than business combination related shell companies) or any

issuer that has been at any time previously a shell company.

The SEC has provided an exception to this prohibition, however, if the following

conditions are met:

· The issuer of the securities that was formerly a shell company has ceased to be a shell company;

· The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”);

· The issuer of the securities has filed all Exchange Act reports and material required to be filed, as

applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other

than current reports on Form 8-K;

· At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with

the SEC reflecting its status as an entity that is not a shell company.

Because of our prior history as a shell company,

stockholders who receive our restricted securities will only be able to sell them pursuant to Rule 144 without registration for only as

long as we continue to meet the requirements set forth above.

No assurance can be given that we will meet these requirements going forward.

Furthermore, any non-registered securities we sell in the future or issue will have limited or no liquidity until and unless such securities

are registered with the SEC and/or until we comply with the foregoing requirements.

An adverse judgment in our pending litigation

with a former officer and director of the Company may have a materially adverse effect on our financial condition and results of operations.

On January 15, 2026, we filed a lawsuit against

SAPL and ACL in the United States District Court for the Southern District of Florida, United States District Court seeking rescission

of the Share Exchange and temporary injunctive relief to prevent SAPL and ACL from transferring the shares of common stock received pursuant

to the Share Exchange.

At this time, the Company is unable to predict the outcome of the litigation or estimate the ultimate financial

exposure, if any, that may result from the proceedings.

An adverse judgement or settlement could have a material adverse effect on the

financial condition and results of operations of the Company.

Quantitative and Qualitative Disclosures About Market Risk.

1 unchanged sentence

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

What changed 10-K

Item 7. Management’s Discussion and Analysis