What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-28 · 460 added, 324 removed, 749 unchanged (51% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

March 31, 2026

December 31, 2025

Current assets:

6 unchanged sentences

Construction in progress

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

8 unchanged sentences

Total current liabilities

Right of use liability

Customer deposit

1 unchanged sentence

Commitments and contingencies

Stockholders’ Equity (Deficit):

Stockholders’ Deficit:

Preferred shares, $ 0.001 par value, 5,000,000 shares authorized;

Series D Preferred Shares, 2

shares authorized;

Series D Preferred Shares, 2 shares authorized;

Par value $ 0.001 ;

shares issued and outstanding, March 31, 2026 and December 31, 2025, respectively

2 shares issued and outstanding, June 30, 2026 and December 31, 2025, respectively

Common shares, 7,000,000,000 shares authorized;

Par value $ 0.001 ;

3,546,009,459 and 2,998,158,602 shares issued and outstanding, March 31, 2026 and December 31, 2025, respectively

4,279,853,240 and 2,998,158,602 shares issued and outstanding, June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

2 unchanged sentences

( 65,114,259 )

Stockholders’ equity (deficit) attributable to Edgemode, Inc.

Stockholders’ deficit attributable to Edgemode, Inc.

( 8,818,737 )

1 unchanged sentence

Non controlling interest

Total stockholders’ equity (deficit)

Total stockholders’ deficit

( 9,000,859 )

( 18,807,799 )

Total liabilities and stockholders’ equity (deficit)

Total liabilities and stockholders’ deficit

See accompanying notes to the unaudited consolidated

3 unchanged sentences

For the three months ended

March 31, 2026

March 31, 2025

For the six months ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Operating expenses:

General and administrative expenses

Acquisition expenses

Acquisition costs

Loss on cryptocurrencies

3 unchanged sentences

( 3,262,408 )

Other expense:

( 15,564,954 )

( 25,377,549 )

Other income (expense):

Interest expense

( 1,277,679 )

( 2,479,112 )

Change in fair value of derivatives

Loss on settlement

Total other income (expense), net

( 1,983,014 )

Loss before provision for income taxes

1 unchanged sentence

( 3,827,281 )

( 9,024,203 )

( 24,699,362 )

Provision for income taxes

1 unchanged sentence

( 3,827,281 )

( 9,024,203 )

( 24,699,362 )

Net loss attributable to non-controlling interest

2 unchanged sentences

$ ( 3,827,281 )

$ ( 8,777,077 )

$ ( 24,699,362 )

Loss per common share - basic

2 unchanged sentences

3,757,514,468

2,119,785,143

3,436,805,507

1,260,012,814

Weighted average shares outstanding - diluted

3,974,314,468

2,119,785,143

3,653,605,507

1,260,012,814

See accompanying notes to the unaudited consolidated

2 unchanged sentences

Consolidated Statements of Stockholders’

For the three months ended March 31, 2026 and

For the six months ended June 30, 2026 and 2025

Series D Preferred

Stockholders'

Non-Controlling

Balance December 31, 2025

8 unchanged sentences

Shares issued for cashless exercise of warrants

Relief of derivative liability upon conversion of convertible notes payable

Relief of warrant derivative liability upon exercise of warrants

6 unchanged sentences

( 7,844,906 )

Shares issued for cash, net of offering costs

Shares issued for true-up obligation

Shares issued for conversion of notes payable

Shares issued for compensation

Relief of derivative liability upon conversion of convertible notes payable

Imputed interest contributed to capital

Contributions to joint venture by non-controlling interest member

( 3,127,172 )

Balance June 30, 2026

4,279,853,240

( 73,891,336 )

$ ( 9,000,859 )

Balance December 31, 2024

7 unchanged sentences

( 3,915,385 )

Shares issued for cash

Shares issued for settlement of accrued salary

Shares issued for asset acquisition

1,260,246,354

Share issued for conversion of notes payable and settlement of derivative

Share issued for compensation

Stock options issued for settlement of accrued salary

Stock-based Compensation

( 3,827,281 )

Balance June 30, 2025

2,302,384,959

$ ( 65,184,330 )

See accompanying notes to the unaudited consolidated

2 unchanged sentences

Consolidated Statements of Cash Flows

For the three months ended

March 31, 2026

March 31, 2025

For the Six months ended

June 30, 2026

June 30, 2025

Operating Activities:

Net income (loss)

$ ( 9,024,203 )

3 unchanged sentences

Day one interest charge on derivative liabilities

Interest charge added to principal for default on notes payable

Interest charge for true-up shares issued

Stock-based compensation

2 unchanged sentences

( 9,018,915 )

( 1,254,247 )

Right of use asset amortization

Depreciation expense

Lost on settlement of notes payable

Imputed interest contributed to capital

Changes in operating assets and liabilities:

3 unchanged sentences

Customer deposit

Net cash provided by (used in) operating activities

Net cash used in operating activities

( 1,181,372 )

Investing Activities:

23 unchanged sentences

Common shares issued for conversion of common stock options

Establishment of right

Establishment of right of use asset

Payment of expense by non-controlling interest owner

Shares issued for asset acquisition

Note Payable assumed for asset acquisition

Shares issued for settlement of accrued salary

Modification of stock options for settlement of accrued salary

See accompanying notes to the unaudited consolidated

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throughout 2024, our business activities primarily consisted of identifying and evaluating suitable acquisition transaction candidates,

which led to transition from cryptocurrency mining to digital infrastructure colocation services and HPC hosting.

which led to a transition from cryptocurrency mining to digital infrastructure colocation services and high-performance computing (“HPC”)

Effective April 7, 2025, Edgemode, Synthesis Analytics

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Following the closing of the Share Exchange, Edgemode,

through SAPL, its wholly owned subsidiary, intended to design, build, and operate digital infrastructure for HPC with the goal of becoming

through SAPL, its wholly owned subsidiary, intended to design, build, and operate digital infrastructure HPC with the goal of becoming

a leading provider of digital colocation services.

1 unchanged sentence

the United States District Court for the Southern District of Florida, the Company intends to seek rescission of the Share Exchange and

rescind the shares of Company common stock issued to ACL pursuant to the Share Exchange and the Company has sent notice to Dr.

rescind the shares of Company common stock issued to ACL pursuant to the Share Exchange.

The Company has sent notice to Dr.

the termination of the option to purchase common stock issued to Dr.

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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.

such as obtaining 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.

Subsequent to December 31,

31, 2025, and effective January 22, 2026, the Company entered into a Joint Venture Agreement (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 five special purpose vehicles (the “SPVs”):

(i) 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.

2025, and effective January 22, 2026, the Company entered into a Joint Venture Agreement (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 SPV SPA, DC Estate

Solutions acquired the equity interests of five special purpose vehicles (the “SPVs”):

(i) 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

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

1 unchanged sentence

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

The purpose of the JVA is to manage and coordinate the development of high-performance

computing data center (the “Data Centers”) 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 purpose of the JVA is to manage and coordinate the development of HPC data center

(the “Data Centers”) 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 SPV 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.

also agreed to grant to BAIF, or its assignee, a non-qualified option to purchase up to 250,000,000 shares of the Company’s common

stock (the “First Mora Option”) 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

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

The Company also agreed to

grant to BAIF, or its assignee, a non-qualified option to purchase up to 250,000,000 shares of the Company’s common stock (the “First

Mora Option”) 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.

Further, effective January 27, 2026, the Company,

BAIF and DC Estate Solutions entered into an addendum to the JVA (the “Addendum”) 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 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.

10 unchanged sentences

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.

Company’s restricted common stock to BAIF or its assignees with such shares being fully paid and non-assessable on the date of execution

of the Second Addendum.

NOTE 2 – Summary of Significant Accounting

20 unchanged sentences

entity (“VIE”) model in accordance with ASC 810, Consolidation .

A legal entity is determined to be a VIE when, by

design, either:

· The entity lacks sufficient equity to finance its activities without additional subordinated financial

A legal entity is determined to be a VIE when, by design,

The entity lacks sufficient equity to finance its activities without additional subordinated financial support;

The equity holders, as a group, lack the characteristics of a controlling financial interest;

· The voting rights of the equity holders are not proportionate to their economic interests and substantially

all activities are conducted on behalf of an investor with disproportionately few voting rights.

The voting rights of the equity holders are not proportionate to their economic interests and substantially all activities are conducted on behalf of an investor with disproportionately few voting rights.

The Company consolidates a VIE when it is determined

2 unchanged sentences

The power to direct the activities that most significantly impact the VIE’s economic performance;

The obligation to absorb losses or the right to receive benefits from the VIE that could potentially be

significant to the VIE.

In determining whether the Company is the primary

beneficiary, management evaluates qualitative and quantitative factors, including governance rights, decision-making authority, contractual

arrangements, capital structure, sharing of economic risks and rewards, and related-party relationships.

The obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

In determining whether the Company is the primary beneficiary, management evaluates qualitative and quantitative factors, including governance rights, decision-making authority, contractual arrangements, capital structure, sharing of economic risks and rewards, and related-party relationships.

The Company continuously reassesses whether it

11 unchanged sentences

It is reasonably possible that changes in estimates will occur in the near term.

Basic and Diluted Loss Per Share

The basic net loss per common share is computed

by dividing the net loss by the weighted average number of common shares outstanding.

Diluted net loss per common share is computed by

dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding

plus potential dilutive securities.

The following table presents the effect of potential

dilutive issuances for the three and six months ended June 30, 2026 and 2025:

Schedule of potential

dilutive issuances

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Net income (loss) attributable to common stockholders

$ ( 3,040,391 )

$ ( 3,927,281 )

$ ( 8,690,296 )

$ ( 24,699,362 )

Derivative gain associated with warrants

( 1,151,120 )

( 9,094,691 )

Net income (loss) for dilutive calculation

$ ( 4,191,511 )

$ ( 3,927,281 )

$ ( 17,784,987 )

$ ( 24,699,362 )

Weighted average shares outstanding

3,757,514,468

2,119,785,143

3,436,805,507

1,260,012,814

Dilutive effect of common stock warrants

Total diluted shares

3,974,314,468

2,119,785,143

3,653,605,507

1,260,012,814

For the three and six months ended June 30, 2026,

potential dilutive securities of 1,298,475,414 shares issuable upon exercise of options, and 901,421,462 shares issuable upon conversion

of debt, had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

For the three and six months ended June 30, 2025,

potential dilutive securities of 1,427,057,202 shares issuable upon exercise of options, 9,530,000 shares issuable upon exercise of warrants,

and 105,355,270 shares issuable upon conversion of debt, had an anti-dilutive effect and were not included in the calculation of diluted

net loss per common share.

Segment Reporting

The Company manages its operations as a single

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

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

is its executive management committee.

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

net income from operations.

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

which is the same as its reporting segment.

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

The Company manages its operations as a

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

The Company’s Chief Operating Decision

Maker (“CODM”) is its executive management committee.

The CODM allocates resources and evaluates the performance of the

Company using information about net income from operations.

All significant operating decisions are based upon an analysis of the

Company as one

operating segment, which is the same as its reporting segment.

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

Fair Value Measurements

Generally accepted accounting principles define

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

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

inputs used to measure fair value using the following definitions (from hi ghest

to lowest priority):

Level 1 – Unadjusted

quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Observable

inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly,

including quoted prices for similar assets and liabilities in active markets;

quoted prices for identical or similar assets and liabilities

in markets that are not active;

or other inputs that are observable or can be corroborated by observable market data by correlation

or other means.

Level 3 – Prices

or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable.

following fair va lue hierarchy tables present information about the Company’s liabilities measured at fair value on a recurring

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

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

used to measure fair value using the following definitions (from highest to lowest priority):

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets;

quoted prices for identical or similar assets and liabilities in markets that are not active;

or other inputs that are observable or can be corroborated by observable market data by correlation or other means.

Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable.

The following fair value hierarchy tables present

information about the Company’s liabilities measured at fair value on a recurring basis:

Schedule of liabilities measured at fair value

Fair Value Measurements at March 31, 2026

Fair Value Measurements at June 30, 2026

Derivative liabilities

2 unchanged sentences

The Company had no assets valued using level 1,

level 2, or level 3 inputs as of March 31, 2026 or December 31, 2025.

level 2, or level 3 inputs as of June 30, 2026 or December 31, 2025.

Derivative Financial Instruments

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The Company is currently developing certain leased

properties for the future development of high performance data centers The Company anticipates selling the leased properties once they

properties for the future development of high-performance data centers.

The Company anticipates selling the leased properties once they

reach a ready to build status or lease the properties to customers after the high-performance data centers are built.

The Company has

no t yet generated any revenue as of March 31, 2026.

no t yet generated any revenue as of June 30, 2026.

Stock-Based Compensation

10 unchanged sentences

are incurred.

The Company had no advertising costs for the three months ended March 31, 2026 and 2025.

The Company had no advertising costs for the six months ended June 30, 2026 and 2025.

Deferred Offering Costs

5 unchanged sentences

the offering or there is a significant delay, all of the deferred offering costs will be immediately written off to operating expenses.

During the three months ended March 31, 2026, the Company amortized $ 6,258 of costs against the offering proceeds and has a remaining

During the six months ended June 30, 2026, the Company amortized $ 6,951 of costs against the offering proceeds and has a remaining $ 488,049

of costs expected to be amortized.

1 unchanged sentence

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

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

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

The amendments are intended to enhance

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

certain income statement expense line items.

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

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

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

Date (“ASU 2025-01”).

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

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

The amendments, as clarified

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

December 15, 2027.

Early adoption is permitted.

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

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

NOTE 3 – Going Concern

5 unchanged sentences

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

At March 31, 2026, the Company had not yet achieved

At June 30, 2026, the Company had not yet achieved

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

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

Subsequent Events.” The Company’s ability to continue as a going concern is dependent upon its ability to

generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising

from normal business operations when they come due.

“Note 11 Subsequent Events.” The Company’s ability to continue as a going concern is dependent upon its ability to generate

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

business operations when they come due.

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

NOTE 4 – Related Party Transactions

On February 10, 2026 the board of directors of

the Company approved grants to each of Charles Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer

of the Company, respectively, of options to purchase up to 350,000,000 shares of the Company’s common stock at an exercise

price $ 0.006 exercisable for a term of five years.

50 % of the shares underlying each Stock Option shall become vested and exercisable

upon the closing of a purchase agreement between the Company, or the Company’s subsidiaries, and a solid oxide fuel cell supplier

for a minimum power capacity of 100 MW, and the remaining 50 % shall become vested and exercisable upon the closing of an AI data center

site sale agreement between the Company, or the Company’s subsidiaries, and a buyer which is for a minimum capacity of 100 MW, as

determined by the Company’s board of directors.

As of March 31, 2026 and December 31, 2025, the

On February 10, 2026, the board of directors

of the Company (the “Board”) approved grants to each of Charles Faulkner and Simon Wajcenberg, the Chief Executive

Officer and Chief Financial Officer of the Company, respectively, of options to purchase up to 350,000,000

shares of the Company’s common stock at an exercise price $ 0.006

exercisable for a term of five years (the “Stock Options”) .

of the shares underlying each Stock Option shall become vested and exercisable upon the closing of a purchase agreement between the

Company, or the Company’s subsidiaries, and a solid oxide fuel cell supplier for a minimum power capacity of 100 MW, and the

remaining 50 %

shall become vested and exercisable upon the closing of an AI data center site sale agreement between the Company, or the

Company’s subsidiaries, and a buyer which is for a minimum capacity of 100 MW, as determined by the Company’s board of

As of June 30, 2026 and December 31, 2025, the

Company owed the executive officers of the Company $ 1,032,210 and $ 455,989 in accrued payroll for services performed.

As of March 31, 2026 and December 31, 2025, the

As of June 30, 2026 and December 31, 2025, the

Company owed the executive officers $ 24,445 , respectively, for working capital advances.

1 unchanged sentence

due on demand.

Effective April 7, 2025, Edgemode, assumed a

promissory note issued by Marviken TWO AB dated December 4, 2024, in connection with the Share Exchange.

The loan will bear interest

at a rate of 5 %

and has a maturity date of December

As a result of the transaction whereby Dr.

Adler became a related party, the loan is included in the balance of the Notes

payable – related parties on the accompanying balance sheet.

In addition, the Company has imputed interest expense on the note

for the difference between market rates and stated rates which was recorded as a contribution to capital of $ 45,788

for the six months ended June 30, 2026.

The Company has since filed a lawsuit seeking rescission of the Share Exchange and, if successful

in rescinding, the Company’s obligation under this promissory note may be terminated or otherwise affected.

See Note 10 “ Commitments

and Contingencies .”

NOTE 5 – Joint Venture Investment

On October 15, 2025, the Company and BAIF entered

into the MOU for the purposes of organizing DC Estate Solutions Cayman Limited, a Cayman Island.

Upon execution of the MOU, the Company

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

In addition, the Company has paid an

additional $ 13,827 on behalf of BAIF for various expense incurred as part of the transaction.

The advances are unsecured and bear no interest.

into the MOU for the purposes of organizing DC Estate Solutions Cayman Limited, a Cayman Island entity.

Upon execution of the MOU, the

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

In addition, the Company has

paid an additional $ 13,827 on behalf of BAIF for various expenses incurred as part of the transaction.

The advances are unsecured and

bear no interest.

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

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

(i) 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

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

(i) 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

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

Pursuant to the JVA, DC Estate Solutions

shall be owned 50.1%

by the Company and 49.9%

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.

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.

Pursuant to the JVA, DC Estate Solutions shall

be owned 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

(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 SPV 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

The funds shall be distributed by DC Estate Solutions 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.

The Company also agreed to grant to BAIF, or its

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

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 per share.

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

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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.

The exchange resulted in a de-minimus increase in fair value and as a result no additional expense was recognized.

Company’s restricted common stock to BAIF or its assignees with such shares being fully paid and non-assessable on the date of execution

of the Second Addendum.

The exchange resulted in a de minimis increase in fair value and as a result no additional expense was recognized.

The Company consolidates DC Estates Solutions,

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that it controls DC Estates Solutions and consolidates the entity in its consolidated financial statements.

From the date of formation through March 31,

From the date of formation through June 30, 2026,

the joint venture had no reportable operations.

As of March 31, 2026, the balance sheet of the joint ventures consists of:

As of June 30, 2026, the balance sheet of the joint ventures consists of:

Schedule of balance sheet of joint ventures

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10, 2025, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series D Preferred Stock.

the Series D Preferred Stock Certificate of Designation, the Board designated a new series of the Company’s preferred stock,

the Series D Preferred Stock, par value $ 0.001

Pursuant to the

Series D Preferred Stock Certificate of Designation, the Board designated a new series of the Company’s preferred stock, the Series

D Preferred Stock, par value $ 0.001 per share.

The Series D Preferred Stock Certificate of Designation authorized the Company to issue

shares of Series D Preferred Stock.

On December 10, 2025, the Company issued to each of

the officers 1

share of Series D Preferred stock.

two shares of Series D Preferred Stock.

On December 10, 2025, the Company issued to each

of the officers one share of Series D Preferred stock.

Pursuant to the Series D Preferred Stock Certificate

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Common shares

As of March 31, 2026, the Company has authorized

7,000,000,000 shares of common stock, par value of $ 0.001 , and, as of March 31, 2026, has issued 3,546,009,459 shares of common stock.

As of June 30, 2026, the Company has authorized

7,000,000,000 shares of common stock, par value of $ 0.001 , and, as of June 30, 2026, has issued 4,279,853,240 shares of common stock.

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

During the three months ended March 31, 2026,

the Company has issued an aggregate of 16,500,000 shares of restricted common stock for services to outside consultants.

On the date of

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

During the three months ended March 31, 2026,

the Company has issued an aggregate of 63,912,296 shares of restricted common stock for the cashless exercise of an aggregate of 84,000,000

During the six months ended June 30, 2026, the

Company issued 5,000,000 shares of common stock for cash proceeds of $ 150,010 with a private investor.

During the six months ended June 30, 2026, the

Company has issued an aggregate of 16,500,000 shares of restricted common stock for services to outside consultants with an aggregate

fair value of $ 269,500 .

In addition, the Company issued 10,000,000 shares of restricted common stock to a director of the Company, with

a fair value of $ 37,000 .

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

During the six months ended June 30, 2026, the

Company has issued an aggregate of 63,912,296 shares of restricted common stock for the cashless exercise of an aggregate of 84,000,000

common stock warrants held by 3 warrant holders.

During the three months ended March 31, 2026,

the Company has issued an aggregate of 5,991,570 shares of common stock for the conversion of $ 40,000 in principal on outstanding convertible

During the six months ended June 30, 2026, the

Company has issued an aggregate of 580,971,066 shares of common stock for the conversion of $ 624,075 in principal on outstanding convertible

Equity Line of Credit Agreement

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

During the three months ended March 31, 2026,

the Company has issued 55,397,351 shares of common stock under the ELOC for cash proceeds of $ 632,125 .

See Note 11 “ Subsequent

Events ” for subsequent sales under the ELOC.

During the six months ended June 30, 2026, the

Company has issued 70,781,966 shares of common stock under the ELOC for cash proceeds of $ 702,125 .

Stock Options

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accompanying consolidated statement of operations.

10, 2026, the board of directors of the Company (the “Board”) approved grants to each of Charles Faulkner and Simon Wajcenberg,

the Chief Executive Officer and Chief Financial Officer of the Company, respectively, of options to purchase up to 350,000,000 shares

of the Company’s common stock at an exercise price equal to the closing sale price of the Company’s common stock as reported

by OTC Markets on the trading day immediately preceding the date of grant, exercisable for a term of five years (the “Stock Options”)

in furtherance of their employment agreements with the Company.

Each Stock Option shall each be a non-qualified option.

shares underlying each Stock Option shall become vested and exercisable upon the closing of a purchase agreement between the Company,

or the Company’s subsidiaries, and a solid oxide fuel cell supplier for a minimum power capacity of 100 MW, as determined by the

Board, and the remaining 50% shall become vested and exercisable upon the closing of an AI data center site sale agreement between the

Company, or the Company’s subsidiaries, and a buyer which is for a minimum capacity of 100 MW, as determined by the Board.

The following table summarizes the stock option

activity for the three months ended March 31, 2026:

February 10, 2026, the board of directors of the Company (the “Board”) approved grants to each of Charles Faulkner and

Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, of options to purchase up to

shares of the Company’s common stock at an exercise price equal to the closing sale price of the Company’s common

stock as reported by OTC Markets on the trading day immediately preceding the date of grant, exercisable for a term of five years in

furtherance of their employment agreements with the Company.

Each Stock Option shall be a non-qualified option.

shares underlying each Stock Option shall become vested and exercisable upon the closing of a purchase agreement between the

Company, or the Company’s subsidiaries, and a solid oxide fuel cell supplier for a minimum power capacity of 100 MW, as

determined by the Board, and the remaining 50% shall become vested and exercisable upon the closing of an AI data center site sale

agreement between the Company, or the Company’s subsidiaries, and a buyer which is for a minimum capacity of 100 MW, as

determined by the Board.

The following table summarizes the stock option activity for the six

months ended June 30, 2026:

Schedule of stock option activity

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( 400,000,000 )

Outstanding, March 31, 2026

Outstanding, June 30, 2026

1,298,475,414

As of March 31, 2026, the Company had 598,337,941

As of June 30, 2026, the Company had 598,337,941

stock options that were exercisable, 700,000,000 that are exercisable upon meeting certain performance vesting conditions and 137,473

that were in dispute.

The weighted average remaining life of all outstanding stock options was 4.06 years as of March 31, 2026.

The weighted average remaining life of all outstanding stock options was 3.81 years as of June 30, 2026.

has $ 10,497,922 of value remaining to be expensed based upon completions of milestones.

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options that were in-the-money at period end.

As of March 31, 2026, the intrinsic value for the options vested and outstanding was $ 1,942,721

and $ 3,413,876 , respectively.

As of June 30, 2026, the intrinsic value for the options vested and outstanding was $ 0 and

$ 522 , respectively.

Stock Warrants

The following table summarizes the stock warrant

activity for the three months ended March 31, 2026:

activity for the six months ended June 30, 2026:

Schedule of stock warrant activity

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( 84,000,000 )

Outstanding, March 31, 2026

Outstanding, June 30, 2026

The weighted average remaining life of all outstanding

stock warrants was 0.65 years as of March 31, 2026.

stock warrants was 0.40 years as of June 30, 2026.

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

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

As of March 31, 2026, the intrinsic value for the warrants vested and outstanding was $ 0 .

As of June 30, 2026, the intrinsic value for the warrants vested and outstanding was $ 0 .

NOTE 7 – Notes Payable and Convertible

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debt discount of $ 33,840 is being amortized to interest expense over the respective term of the note.

During the three months ended March

During the six months ended June

30, 2026, the Company repaid $ 53,840 of the note balance and the lender converted $ 40,000 into common shares.

See Note 6 “ Equity .”

As of March 31, 2026, the balance on the note is $ 11,420 .

See Note 11 “ Subsequent Events ” for subsequent settlement

As of June 30, 2026, the note has been settled in full.

September 2, 2025, the Company entered into a securities purchase agreement with ClearThink Capital Partners, LLC (“ClearThink”),

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

As of March 31, 2026, the balance on the note is $ 193,200 .

During the six months ended June 30, 2026, the Company incurred

a default penalty of $ 96,600 which was charged to interest expense and the lender converted $ 99,000 into common shares.

See Note 6 “ Equity .”

As of June 30, 2026, the balance on the note is $ 190,800 .

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

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

As of March 31, 2026, the balance on the note is $ 93,840 .

See Note 11 “ Subsequent Events ” for subsequent settlement

During the six months ended June 30, 2026, the Company repaid $ 123,580 to settle the balance of the note in full which included

an interest charge of $ 29,740 .

As of June 30, 2026, the balance of the note has been settled in full.

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

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over the respective term of the note.

As of March 31, 2026, the balance on the note is $ 316,250 .

During the six months ended June 30, 2026, the lender converted $ 178,125 into common shares.

Note 6 “ Equity .” As of June 30, 2026, the balance on the note is $ 138,125 .

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

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

As of March 31, 2026, the balance on the note is $ 124,200 .

During the six months ended June 30, 2026, the lender converted

$ 93,950 into common shares.

See Note 6 “ Equity .” As of June 30, 2026, the balance on the note is $ 30,250 .

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

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The aggregate debt discount of $ 158,125 is being amortized to interest expense over the respective term of the note.

As of March 31, 2026,

the balance on the note is $ 158,125 .

During the six months

ended June 30, 2026, the Company incurred a default penalty of $ 79,063 which was charged to interest expense and the lender converted

$ 127,500 into common shares.

See Note 6 “ Equity .” As of June 30, 2026, the balance on the note is $ 109,688 .

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

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See further discussion under “Note 8.

Liabilities.” The aggregate debt discount of $ 158,125 is being amortized to interest expense over the respective term of the note.

As of March 31, 2026, the balance on the note is $ 158,125 .

Liabilities .” The aggregate debt discount of $ 158,125 is being amortized to interest expense over the respective term of the

During the six months ended June 30, 2026, the Company incurred a default penalty of $ 79,063 which was charged to interest expense

and the lender converted $ 71,500 into common shares.

See Note 6 “ Equity .” As of June 30, 2026, the balance on the note

is $ 165,688 .

On October 3, 2025, the Company entered into a

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fair value of the derivative liability which was charged directly to interest expense.

As of March 31, 2026, the balance on the note is

As of June 30, 2026, the balance on the note is

On October 8, 2025, the Company issued a convertible

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

As of March 31, 2026, the balance

on the note is $ 20,000 .

On April 6, 2026, after 180 days,

the note became convertible into shares of common stock.

As a result, the company recorded the fair value of the derivative liability

which was charged directly to interest expense.

As of June 30, 2026, the balance on the note is $ 20,000 .

On October 9, 2025, the Company entered into the

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debt discount of $ 28,800 is being amortized to interest expense over the respective term of the note.

As of March 31, 2026, the balance

on the note is $ 128,800 .

On April 9, 2026, after 180 days,

the note became convertible into shares of common stock.

As a result, the company recorded the fair value of the derivative liability

which was charged directly to interest expense.

As of June 30, 2026, the balance on the note is $ 128,800 .

On November 26, 2025, we issued a convertible

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as a discount on the note .

The note is convertible at a price of $ 0.01 per share and, in the event that, 180 days after the

date of issuance, the closing price of our common stock is less than $0.01 per share for more than five consecutive trading days, the

conversion price shall reset to $ 0.0075 .

The aggregate debt discount of $ 63,294 is being amortized to interest expense over the respective

term of the note.

As of March 31, 2026, the balance on the note is $ 162,500 .

The note is convertible at a price of $0.01 per share and, in the event that, 180 days after the date

of issuance, the closing price of our common stock is less than $0.01 per share for more than five consecutive trading days, the conversion

price shall reset to $0.0075.

The aggregate debt discount of $ 63,294 is being amortized to interest expense over the respective term of

On May 19, 2026, after 180 days, the note became convertible into shares of common stock.

As a result, the company recorded

the fair value of the derivative liability which was charged directly to interest expense.

As of June 30, 2026, the balance on the note

is $ 162,500 .

On January 12, 2026, the Company entered into

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of $ 10,250 is being amortized to interest expense over the respective term of the note.

As of March 31, 2026, the balance on the note

is $ 81,250 .

As of June 30, 2026, the balance on the note is

On January 27, 2026, the Company entered into

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debt discount of $ 94,875 is being amortized to interest expense over the respective term of the note.

As of March 31, 2026, the balance

As of June 30, 2026, the balance

on the note is $ 94,875 .

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of $ 20,000 is being amortized to interest expense over the respective term of the note.

As of March 31, 2026, the balance on the note

is $ 150,000 .

As of June 30, 2026, the balance on the note is

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

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The promissory

note carries a one-time interest charge of 10 % of $ 18,000 which is added to the principal balance, payable on the maturity date of December

15, 2026 or upon acceleration or prepayment of the promissory note.

The note is convertible into common shares of the Company upon an

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

The aggregate debt discount of $ 46,000 is being

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

As of March 31, 2026, the balance on the note is $ 138,000 .

During the three months ended March 31, 2026

and 2025, the Company recorded debt discount amortization expense of $ 361,546 and

$ 0 , respectively and expects

to amortize the remaining $665,322 of discount over the remaining maturities of the outstanding notes.

note carries a one-time interest charge of 15% which is added to the principal balance, payable in four payments on September 15, 2026,

October 15, 2026, November 15, 2026 and December 15, 2026 or upon acceleration or prepayment of the promissory note.

The note is convertible

into common shares of the Company upon an event of default, at a rate of 61% of the lowest price for the preceding 20 trading days.

aggregate debt discount of $ 46,000 is being amortized to interest expense over the respective term of the note.

As of June 30, 2026, the

balance on the note is $ 138,000 .

2026, 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 $ 97,750 for which the Company received net proceeds of $ 85,000 after

original issue discount of $ 12,750 .

The promissory note shall incur a one-time interest charge

of 10% equal to $ 12,750 , which is added to the principal balance, and has a maturity date of May 20, 2027 .

The note is convertible into

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

the conversion price resets to $0.0075;

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

and re-adjusted every 21 days.

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

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

The fair value of the derivative on the date of

issuance was recorded as a debt discount.

See further discussion under “Note 8.

Derivative Liabilities .” The aggregate

debt discount of $ 50,227 is being amortized to interest expense over the respective term of the note.

As of June 30, 2026, the balance

on the note is $ 110,500 .

On June 3, 2026, we issued a convertible promissory

note to an accredited investor in the aggregate principal amount of $ 300,000 .

The Company received net proceeds of $ 250,000 after original

discount of $ 50,000 .

The promissory note shall incur a one-time interest charge of 12% equal to $ 50,000 , which is added to the principal

balance and matures on August 3, 2026 .

After 180 days, the note is convertible at a price of $0.01 per share and, in the event that, 180

days after the date of issuance, the closing price of our common stock is less than $0.01 per share for more than five consecutive trading

days, the conversion price shall reset to $0.0075.

The aggregate debt discount of $ 100,000 is being amortized to interest expense over

the respective term of the note.

As of June 30, 2026, the balance on the note is $ 350,000 .

During the six months ended June 30, 2026 and

2025, the Company recorded debt discount amortization expense of $ 752,794 and $ 0 , respectively and expects to amortize the remaining $ 424,301

of discount over the remaining maturities of the outstanding notes.

NOTE 8 – Derivative Liabilities

The fair values of the conversion option of outstanding

convertible notes payable and common stock warrants were determined to be derivative liabilities under ASC 815 due to the default on convertible

notes payable disclosed above, which resulted in a variable conversion price on the outstanding convertible note payable.

The fair value

of the derivative liabilities was estimated using a binomial model with the following assumptions:

convertible notes payable and common stock warrants were determined to be derivative liabilities under ASC 815 due to the default on

convertible notes payable disclosed above, which resulted in a variable conversion price on the outstanding convertible note payable.

The fair value of the derivative liabilities was estimated using a binomial model with the following assumptions:

Schedule of assumptions for derivative liabilities

As of March 31, 2026

As of June 30, 2026

Conversion Option

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Exercise price

$ 0.0035-0.01

Derivative liability fair value

Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of March 31, 2026

Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of June 30, 2026

As of December 31, 2025

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The table below presents the change in the fair

value of the derivative liability during the three months ended March 31, 2026:

value of the derivative liability during the six months ended June 30, 2026:

Schedule of fair value of derivative liability

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Extinguishment due to conversion

Extinguishment due to repayment

Extinguishment due to exercise of warrants

( 2,565,487 )

Change in fair value of derivatives

( 9,724,722 )

Fair value as of March 31, 2026

Fair value as of June 30, 2026

The total impact of derivative liabilities recognized

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

a total gain of $ 9,724,722 during the three months ended March 31, 2026.

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

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

in the Company’s consolidated statements of operations includes the change in fair value of derivatives and the fair value of the

derivative settled upon repayment, with the Company recognizing a net loss of $ 705,807 for the three months ended June 30, 2026, and a

total gain of $ 9,018,915 during the six months ended June 30, 2026.

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

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

On May 6, 2024, the Company entered into a lease

to lease its operating and office facility under a non-cancelable real property lease agreement that expires on May 31, 2026.

to lease its operating and office facility under a non-cancelable real property lease agreement that expired on May 31, 2026.

property lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable

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The components of lease expense were as follows:

Lease cost table

Three Months Ended

Schedule of lease expense

Three Months Ended June 30, 2026

Six Months Ended June 30, 2026

Operating lease cost

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to leases was as follows:

Supplemental balance sheet information

Schedule of supplemental balance sheet information

Six Months Ended

June 30, 2026

Operating leases:

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to leases was as follows:

Supplemental cash flow information

Three Months Ended

Schedule of supplemental cash flow information

Six Months Ended

June 30, 2026

Cash paid for amounts included in the measurement of lease liabilities:

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flows of the operating lease liabilities on a fiscal year basis, including common area maintenance fees, under non-cancelable operating

leases as of March 31, 2026:

Lease amortization schedule

leases as of June 30, 2026:

Schedule of maturity analysis operating

Fiscal Year Ending

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remain encumbered and subject to liens.

On December 19, 2025, a lawsuit was filed in the

Clark County District Court of Nevada against the Company, Charles Faulkner and Simon Wajcenberg, the Company’s Chief Executive

Officer and Chief Financial Officer, respectively.

The plaintiffs were Dr.

Niclas Adler, who previously acted as Chief Technology Officer

of the Company and as a member of the Company’s board of directors, and ACL.

The complaint alleged breaches of fiduciary duty,

wrongful termination and breach of contract in connection with Dr.

Adler’s employment agreement with the Company and the related

equity awards.

The relief sought against the Company included enforcement of the Share Exchange, employment agreement and option agreement,

compensatory damages, punitive damages, accounting, prejudgment and post judgement interest, reasonable attorney fees, cost of suit, a

judicial declaration of the parties’ respective rights and obligations.

On January 21, 2026, Dr.

Adler and Adler Capital Limited

voluntarily dismissed the lawsuit without prejudice.

Florida Litigation

On January 15, 2026, the Company filed a lawsuit

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to the Share Exchange and damages related thereto.

The Company expects SAPL and ACL to file a counterclaim.

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.

11 – Subsequent Events

Common Share issuances

Subsequent to March 31, 2026, the Company has

issued 15,384,615 shares of common stock under the ELOC for cash proceeds of approximately $70,000.

Subsequent to March 31, 2026, the Company has

issued 121,222,798 shares of common stock for the conversion of $187,925 in principle and $28,750 in interest on outstanding convertible

SAPL and ACL have since filed a counterclaim and may bring additional claims.

At this time, the trial is scheduled for July

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 judgment or settlement could have a material adverse effect on the financial condition and results of

operations of the Company.

Nevada Litigation

On April 16, 2026, ACL filed a verified derivative

complaint in the District Court of Clark County, Nevada (Case No.

A-26-944317-C) against Mr.

Faulkner and Mr.

Wajcenberg, individually,

and naming the Company as a nominal defendant, seeking, among other relief, appointment of a receiver or custodian over the Company and

a declaration that the Series D Preferred Stock issuance to Mr.

Faulkner and Mr.

Wajcenberg is invalid.

On May 27, 2026, the Court orally

denied ACL’s motion to appoint a receiver and issue a temporary restraining order, and a written order from the court memorializing

the oral ruling is anticipated.

Faulkner, Mr.

Wajcenberg, and the Company deny all allegations and intend to defend against the claims.

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.

Board appointment

On May 5, 2026, the Board of Directors (the “Board”)

of the Company, appointed Simon Kiero-Watson to fill the vacancy on the Board created by a prior director’s resignation from the

Board in September 2025.

He will serve as a director until the Company’s next annual meeting of stockholders or his earlier resignation

In consideration for his service as a director, Mr.

Kiero-Watson will receive 10,000,000 shares of the Company’s restricted

common stock and the Company has agreed to indemnify Mr.

Kiero-Watson as permitted by the SEC and Nevada law.

On April 16, 2026, ACL filed a verified shareholder

derivative action in the District Court of Clark County, Nevada against the Company’s directors, Charles Faulkner and Simon Wajcenberg,

as well as the Company as a nominal defendant.

The complaint alleges breaches of fiduciary duty, fraud, violations of the Nevada Securities

Act, equity dilution, conversion, unjust enrichment, and civil conspiracy in connection with the Series D Preferred Stock issuance, executive

compensation, and SEC filings.

The relief sought includes compensatory and punitive damages, disgorgement, injunctive relief, appointment

of a receiver, and a judicial declaration that the Series D Preferred Stock issuance was invalid.

The Company and its directors moved

to dismiss the case.

On July 9, 2026, the court heard arguments and granted dismissal of the lawsuit.

A formal order of dismissal was

entered on August 10, 2026.

NOTE 11 – Subsequent Events

Common Share issuances

Subsequent to June 30, 2026, the Company has issued

8,392,077 shares of restricted common stock to a private investor for cash proceeds of $25,000.

Subsequent to June 30, 2026, the Company has issued

503,178,900 shares of common stock for the conversion of $357,578 in principal on outstanding convertible notes.

Authorized Share Increase

Subsequent to June 30, 2026, and effective August

13, 2026, the Company filed a certificate of amendment to its Articles of Incorporation, as amended, increasing the Company’s authorized

shares of common stock from 7,000,000,000 to 56,000,000,000.

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

What changed 10-Q

Item 1. Financial Statements