What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-04-30 compared with 2024-07-03 · 109 added, 126 removed, 130 unchanged (64% of the section changed)

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Basis of Presentation

The financial information presented below

and the following Management Discussion and Analysis of the Consolidated Financial Condition, Results of Operations,

Stockholders’ Equity and Cash Flow for the periods ended December 31, 2023 and 2022 gives effect to our acquisition of OXYS

Corporation (“ OXYS ”) on July 28, 2017 and HereLab, Inc.

In accordance with the accounting reporting requirements

for the recapitalization related to the “reverse merger” of OXYS, the consolidated financial statements for OXYS have

been adjusted to reflect the change in the shares outstanding and the par value of the common stock of OXYS.

Additionally, all

intercompany transactions between the Company and its subsidiaries have been eliminated.

The accompanying consolidated financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”)

and include the accounts of the Company.

The financial statements and accompanying notes are the representations of the Company’s

management, who is responsible for their integrity and objectivity.

In the opinion of the Company’s management, the financial statements

reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation.

The financial information presented below and

the following Management Discussion and Analysis of the Company for the periods ended December 31, 2024 and 2023 gives effect

to our acquisition of OXYS Corporation (“ OXYS ”) on July 28, 2017 and HereLab, Inc.

In accordance with the accounting

reporting requirements for the recapitalization related to the “reverse merger” of OXYS, the consolidated financial statements

for OXYS have been adjusted to reflect the change in the shares outstanding and the par value of the common stock of OXYS.

Additionally,

all intercompany transactions between the Company and its subsidiaries have been eliminated.

Forward-Looking Statements

Statements in this management’s discussion

and analysis of financial condition and results of operations contain certain forward-looking statements.

Statements in this management’s discussion and

analysis of financial condition and results of operations contain certain forward-looking statements.

To the extent that such statements

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results and those contemplated by forward-looking statements are not limited to the following:

the unprecedented impact of COVID-19 pandemic on our business, customers, employees, subcontractors and supply chain, consultants, service providers, stockholders, investors and other stakeholders;

the impact of conflict between the Russian Federation and Ukraine on our operations;

geo-political events, such as the crisis in Ukraine, government responses to such events and the related impact on the economy both nationally and internationally;

geo-political events, government responses to such events and the related impact on the economy both nationally and internationally;

general market and economic conditions;

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statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States.

The preparation of these financial statements

requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and

expenses, and related disclosures of contingencies.

We continually evaluate the accounting policies and estimates used to prepare financial

The preparation of these financial statements requires

management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses,

and related disclosures of contingencies.

We continually evaluate the accounting policies and estimates used to prepare financial statements.

We base our estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances.

Actual amounts and results could differ from these estimates made by management.

amounts and results could differ from these estimates made by management.

Historical Background

We were incorporated in the State of New Jersey

on October 1, 2003 under the name of Creative Beauty Supply of New Jersey Corporation and subsequently changed our name to Gotham Capital

We were incorporated in the State of New Jersey on

October 1, 2003 under the name of Creative Beauty Supply of New Jersey Corporation and subsequently changed our name to Gotham Capital

Holdings, Inc.

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corporation incorporated on August 4, 2016.

Under the terms of the OXYS SEA we acquired 100%

of the issued voting shares of OXYS in exchange for 34,687,244 shares of our Common Stock.

Under the terms of the OXYS SEA we acquired 100% of

the issued voting shares of OXYS in exchange for 34,687,244 shares of our Common Stock.

We also cancelled 1,500,000 outstanding shares

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from New Jersey to Nevada.

At the present time, we have two wholly owned

subsidiaries which are OXYS Corporation and HereLab, Inc.

At the present time, we have two wholly owned subsidiaries

which are OXYS Corporation and HereLab, Inc.

(an entity immaterial to our operations), through which our operations are conducted.

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HereLab is also an early-stage technology development company.

We received our first revenues in the last quarter

of 2017, continued to realize revenues until 2020 when the pandemic hit, and we realized nominal revenues through 2021 to the present.

We received our first revenues in the last quarter of 2017,

continued to realize revenues until 2020 when the pandemic hit, and we realized nominal revenues through 2021 to the present.

We develop hardware, software and algorithms that

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From these insights, the customer can act to improve their process, product or structure.

Results of Operations for the Year Ended

December 31, 2023 compared to the year ended December 31, 2022

the year ended December 31, 2023, we earned revenues of $114,666 and incurred related cost of sales of $76,645.

Our operating expenses

were $731,430 which included professional fees of $172,704, payroll costs of $244,083, amortization of intangible assets of $49,500, bad

debts of $215,069 and other general and administrative expenses of $51,029.

We recorded net other expenses of $374,530 consisting of a

loss of $185,973 due to debt extinguishment on notes payable

due to change in conversion price, interest income on note receivable of $25,969, offset by interest expense of $210,426 and loss on change

in fair market value of derivative liability of $4,100.

We also recorded $68,531 as preferred stock dividend on convertible preferred

stock for the year ended December 31, 2023.

As a result, we incurred a net loss of $1,136,460 for

the year ended December 31, 2023.

For the year ended December 31, 2022, we earned

revenues of $88,904 and incurred related cost of sales of $10,499.

Our operating expenses were $733,071 which included professional fees

of $268,837, payroll costs of $373,774, amortization of intangible assets of $49,500, and general and administrative expenses of $40,960.

We recorded net other expenses of $369,560 consisting of recording loss on derivatives of $200,519, interest expense of $377,138 offset

by gain on change in fair market value of derivative liability of $190,462 and interest income on note receivable of $17,634.

recorded $52,654 as preferred stock dividend on convertible preferred stock for the year ended December 31, 2022.

As a result, we incurred

a net loss of $1,076,881 for the year ended December 31, 2022.

During the current and prior year, we did not

record an income tax benefit due to the uncertainty associated with the Company’s ability to utilize the deferred tax assets.

Revenues earned in 2023 were a substantial improvement

over the same period in 2022 (an increase of 29%).

We expect revenue to moderate in 2024, as our ability to raise funding to fuel sales

& marketing efforts has been limited.

Potential future revenue growth is possible, pending adequate funding for sales and marketing

efforts and building on the strength of the following factors:

Our current DOT Bridge Monitoring Contract and overall Structural Health Monitoring (“ SHM ”) vertical is the foundation of our revenue stream.

Discussions with our main contractor to the DOT for extensions and expansions continue to be favorable.

We also continue to believe that prospects with our current DOT state, and DOT contacts in two other northeast states bode well for future business in mid-2024.

There is still potential for local municipalities in our current northeast state to contribute revenue in 2024.

Our Smart Manufacturing vertical is benefiting from the progress on our CNC SaaS contract that commenced in June 2023 and continued through the fourth quarter of 2023.

In February 2024, we renewed our CNC SaaS contract with our current customer.

Initial public endorsements and promotional videos have been released and additional videos are planned for release in the third quarter of 2024.

These endorsements and promotional videos along with grass-roots sales & marketing efforts have generated additional sales leads for potential paid CNC POCs and additional SaaS contracts, which may contribute to revenue in the third quarter of 2024 and beyond.

It is also expected these endorsements will also strengthen our position to secure additional POCs for other discrete manufacturing processes, including metal stamping, plastic injection molding, plastic extrusion, and automated assembly and test.

Our strategic partnership development continues to be a “force multiplier” for us.

The strength of our Aingura IIoT, S.L.

partnership provides supplemental expertise, equipment and software, which ensures we continue to bring value to our customers.

We will also continue to develop our other previously announced partnerships.

Despite these strengths, we continue to face significant

headwinds and we have not been able to raise material funds for ongoing operations through our existing financing agreements due to market

Our CEO and COO have not received any compensation since mid-April (their salaries have accrued), and the lack of funds has

severely limited sales and marketing efforts.

Our management is working to secure funding from our lead investor to pay for ongoing expenses

and the leadership team is considering its options for both the short and long term.

Given the current challenges in raising adequate

funds, management is pursuing options including vetting suitable companies to merge with or acquire us.

We believe we’ve created substantial value

from our business development in these industries, which have potential for success, due to the strength of their size and growth.

global smart manufacturing (also known as Industry 4.0) was $108.9 billion in 2023 and will reach $241 billion by 2028 (CAGR 17.2%), 1

Results of Operations for the Year Ended December

31, 2024 compared to the year ended December 31, 2023

For the year ended December 31, 2024, we earned revenues

of $2,500 and recorded related cost of sales of $2,125.

Our operating expenses were $428,274, which included payroll costs of $200,000,

amortization of intangible assets of $49,636, legal and professional fees of $147,991, and general and administrative expenses of $30,647.

We recorded net other expense of $251,836 consisting of loss of $111,523 due to change in fair market value of derivative liability, gain

on a derivative of $16,353 on Series C Convertible Preferred Stock, Forgiveness of EIDL loan of $34,228, and interest expense of $190,894.

We also recorded $84,920 as preferred stock dividend on convertible preferred stock for the year ended December 31, 2024.

we incurred a net loss of $764,655 for the year ended December 31 30, 2024.

For the year ended December 31, 2023, we earned revenues

of $114,666 and incurred related cost of sales of $76,645.

Our operating expenses were $731,420 which included professional fees of $172,704,

payroll costs of $244,083, amortization of intangible assets of $49,500, bad debts of $214,103 and other general and administrative expenses

We recorded net other expenses of $374,530 consisting of a loss of $185,973 due to debt extinguishment on notes

payable due to change in conversion price, interest income on note receivable of $25,969, offset by interest expense of $210,426 and loss

on change in fair market value of derivative liability of $4,100.

We also recorded $68,531 as preferred stock dividend on convertible

preferred stock for the year ended December 31, 2023.

As a result, we incurred a net loss of $1,136,460 for the year ended December 31,

During the current and prior year, we did not record

an income tax benefit due to the uncertainty associated with the Company’s ability to utilize the deferred tax assets.

Revenues earned in 2024 were substantially less than

for the same period in 2023.

We expect revenue to moderate in 2025, as our ability to raise funding to fuel sales & marketing efforts

has been limited.

Potential future revenue growth is possible, pending adequate funding for sales and marketing efforts.

We continue to face significant headwinds, and we

have not been able to raise material funds for ongoing operations through our existing financing agreements due to market conditions.

Our CEO and COO have not received any compensation since mid-April 2023 (their salaries have accrued), and the lack of funds has severely

limited sales and marketing efforts.

Our management recently secured funding from our lead investor to pay ongoing expenses and the leadership

team is considering its options for both the short and long term.

Given the current challenges in raising adequate funds, management

is continuing to pursue options including vetting suitable companies to merge with or acquire us.

We believe we’ve created real

value from our business development in these industries, which have potential for success, due to the strength of their size and growth.

The global smart manufacturing (also known as Industry 4.0) was $233.3 billion in 2024 and will reach $479 billion by 2029 (CAGR 15.5%), 1

and the worldwide SHM industry is $2.5 billion in 2024 and will reach $4.1 billion by 2029 (CAGR of 10.4%).

Given the valuable real-world data we have collected,

our Artificial Intelligence (“AI”) Machine Learning algorithms we have developed, compelling use cases and marketing collateral

developed from our data and algorithms, combined with our experienced leadership, savvy technological talent, and prudent operational

execution, we believe our company’s assets have potential continued annual revenue growth, that will be attractive to prospective

partners interested in an acquisition or merger.

Liquidity and Capital Resources for the

Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

As of December 31, 2023, we reported a cash

balance of $644 as a result of decrease of $32,692 from the $33,336 cash balance at December 31, 2022.

This decrease was primarily

2 Given the valuable

real-world data we have collected, our Artificial Intelligence (“ AI ”) Machine Learning algorithms we have developed,

compelling use cases and marketing collateral developed from our data and algorithms, combined with our experienced leadership, savvy

technological talent, and prudent operational execution, we believe our assets have potential continued annual revenue growth, that will

be attractive to prospective partners interested in an acquisition or merger.

Liquidity and Capital Resources for the Year

Ended December 31, 2024 Compared to the Year Ended December 31, 2023

As of December 31, 2024, we reported a cash balance

of $23,593 as a result of an increase of $22,949 from the $644 cash balance at December 31, 2023.

This increase in cash was primarily

as a result of net cash used in operating activities of $46,391 and net cash provided by financing activities of $69,340.

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Net cash flows used in operating activities for

the year ended December 31, 2024 was $46,391, primarily attributed to the net loss of $764,655, amortization of intangible assets of $49,636,

loss on change in the fair market value of derivative liabilities of $111,523, and net increase in operating assets and liabilities of

The Company recorded changes in operating assets and liabilities primarily attributable to a decrease in accounts receivable

of $5,460, decrease in prepaid expenses and other current assets of $167, increase in accounts payable of $118,276, increase in accrued

liabilities of $159,776, increase in derivative liabilities of $111,612, increase in shares payable to related parties of $3,413, and

increase in salaries payable to related parties of $158,402.

Net cash flows used in operating activities for

the year ended December 31, 2023 was $146,564, primarily attributed to the net loss of $1,136,460, stock compensation expense of $4,665,

bad debts of $214,103, amortization of debt discount on notes payable and preferred stock of $12,400, amortization of intangible assets

of $49,500 and loss on extinguishment of notes payable of $186,294.

The Company recorded changes in operating assets and liabilities of

$522,935 primarily attributable to decrease in accounts receivable of $4,662 due to collections from customers, decrease in prepaid expenses

and other current assets of $5,467, increase in accounts payable of $86,145 due to negotiating longer payment terms, increase in accrued

liabilities of $248,368 due to non-payment of additional interest accrued on notes payable, increase in derivative liabilities due to

the change in the fair value of derivative liabilities of $65,779, decrease in unearned interest of $5,151, increase in shares payable

to related parties of $601, and increase in salaries payable to related parties of $117,063.

Net cash flows used in operating activities for

the year ended December 31, 2022 was $657,009, primarily attributable to net loss of $1,076,881, stock compensation expense of $900, discount

on note receivable of $4,719, and amortization of intangible assets of $49,500.

The Company recorded a net change in operating assets

and liabilities of $364,756 attributable to net increase in accounts receivable of $17,661, decrease in accounts payable of $27,763, net

increase in accrued liabilities of $148,558, net increase in derivative liabilities of $267,257, increase in unearned interest of $5,151,

decrease in deferred revenues of $15,000, increase in shares payable to related parties of $14,624, and a net increase in salaries payable

to related parties of $10,410.

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https://www.marketsandmarkets.com/Market-Reports/industry-4-market-102536746.html

https://www.marketsandmarkets.com/Market-Reports/structural-health-monitoring-market-101431220.html

of $49,500, loss on change in the fair market value of derivatives of $4,100, and loss on extinguishment of notes payable of $186,294.

The Company recorded changes in operating assets and liabilities of $518,835 primarily attributable to decrease in accounts receivable

of $4,663 due to collections from customers, decrease in prepaid expenses and other current assets of $5,467, increase in accounts payable

of $86,145 due to negotiating longer payment terms, increase in accrued liabilities of $248,368 due to non-payment of additional interest

accrued on notes payable, increase in derivative liabilities due to the change in the fair value of derivative liabilities of $65,779,

decrease in unearned interest of $5,151, increase in shares payable to related parties of $601, and increase in salaries payable to related

parties of $117,063.

Investing Activities

Net cash used in investing activities for the

year ended December 31, 2023 was $0.

Net cash used in investing activities for the year ended December 31, 2022 resulted due to cash advanced

for a promissory note receivable totaling $200,000.

Net cash used in investing activities for the years

ended December 31, 2024 and 2023 was $0.

1 https://www.marketsandmarkets.com/Market-Reports/smart-manufacturing-market-105448439.html

2 https://www.marketsandmarkets.com/Market-Reports/structural-health-monitoring-market-101431220.html

Financing Activities

Net cash provided by financing activities for

the year ended December 31, 2023 was $113,872 primarily due to sale of our common stock of $51,872 net of costs incurred in capital raise,

Net cash provided by financing activities for the

year ended December 31, 2024 was $69,340 due to cash received of $75,600 from equity financing of convertible preferred stock, net of

cash payment of $6,260 in commissions and legal fees paid in connection with the capital raise.

Net cash provided by financing activities for the

year ended December 31, 2023 was $113,872 primarily due to sale of our common stock of $51,872 net of costs incurred in capital raise,

and sale of Series B convertible preferred stock of $62,000.

Cash provided by financing activities for the year ended December 31, 2022

was $843,524 primarily due to cash received from sale of common stock of $557,065 net of $11,141 cash paid for costs incurred in raising

capital, and cash received from sale of Series B convertible preferred stock of $297,600.

As a result of the above activities, the Company

recorded a decrease in cash of $32,692 for the year ended December 31, 2023, and a decrease in cash of $13,485 for the same comparable

period ended December 31, 2022, respectively.

As a result of the above activities, the Company recorded

an increase in cash of $22,949 for the year ended December 31, 2024, and a decrease in cash of $32,692 for the same comparable period

ended December 31, 2023, respectively.

The accompanying consolidated financial statements

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Recently Issued Accounting Standards

Other accounting standards that have been issued

or proposed by FASB and do not require adoption until a future date are not expected to have a material impact on the consolidated financial

Other accounting standards that have been issued or

proposed by FASB and do not require adoption until a future date are not expected to have a material impact on the consolidated financial

statements upon adoption.

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Financial Statements.

The financial statements and supplementary data

required by this item are included following the signature page of this Annual Report.

The financial statements and supplementary data required

by this item are included following the signature page of this Annual Report.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

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