What changed in this filing

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Item 1. Financial Statements

2025-12-12 compared with 2025-09-19 · 820 added, 609 removed, 636 unchanged (69% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

June 30, 2025

September 30, 2025

December 31, 2024

8 unchanged sentences

Accrued liabilities

Bank overdraft

Deferred revenue

8 unchanged sentences

Commitments and Contingencies (Note 4)

Series B Convertible Preferred Stock, 600 shares designated, $ 0.001 Par Value, $ 1,200 stated value;

shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively.

Liquidation preference $ 699,600 and $ 694,800 at

June 30, 2025 and December 31, 2024, respectively

Series C Convertible Preferred Stock, 5,000 shares designated, $ 0.001 Par Value, $ 1,200 stated value;

57 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively.

Liquidation preference $ 68,400 and $ 68,400 at June

30, 2025 and December 31, 2024, respectively

Series B Convertible Preferred Stock, 600 shares designated,

$ 0.001 Par Value, $ 1,200 stated value;

579 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.

Liquidation preference $ 699,600 and $ 694,800 at September 30, 2025 and December 31, 2024, respectively

Series C Convertible Preferred Stock, 5,000 shares designated,

$ 0.001 Par Value, $ 1,200 stated value;

57 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.

Liquidation preference $ 68,400 and $ 68,400 at September 30, 2025 and December 31, 2024, respectively

Series D Convertible Preferred Stock, 210 shares designated, $ 0.001 Par Value, $ 1,200 stated value;

141 shares and 0 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively.

Liquidation preference $ 169,200 and $ 0 at June 30, 2025 and December 31, 2024, respectively

141 shares and 0 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.

Liquidation preference $ 169,200 and $ 0 at September 30, 2025 and December 31, 2024, respectively

Stockholders' Equity (Deficit)

Preferred Stock, $ 0.001 par value, 10,000,000 Shares authorized

Series A Preferred Stock, 25,845

shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Series A Preferred Stock, 25,845 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Common Stock $ 0.001 Par Value, 10,000,000,000 shares authorized;

566,315,293 shares and 555,015,293 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

566,315,293 shares and 555,015,293 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid in capital

5 unchanged sentences

( 3,347,179 )

Total Liabilities and Stockholders' Equity

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.

Total Liabilities and Stockholders' Equity (Deficit)

The accompanying notes are

an integral part of these condensed unaudited consolidated financial statements.

and Subsidiaries

1 unchanged sentence

For The Three months Ended

For The Six months Ended

September 30,

For The Nine months Ended

September 30,

Cost of Sales

10 unchanged sentences

Provision for Income Tax

$ ( 182,540 )

$ ( 607,018 )

Convertible Preferred Stock Dividend

3 unchanged sentences

$ ( 669,613 )

$ ( 773,580 )

Net Profit (Loss) Per Share Attributable to Common Stockholders - Basic and Diluted

2 unchanged sentences

and Subsidiaries

Statements of Stockholders' Equity (Deficit)

For the Three Months Ended June 30, 2025

Consolidated Statements of Stockholders' Equity (Deficit)

For the Three Months Ended September 30, 2025

Preferred Stock

Additional Paid-in

Total Stockholders'

Balance - March 31,

Total Stockholders' Equity

Balance June 30, 2025

$ ( 11,438,976 )

$ ( 3,576,963 )

Common stock issued to related

parties for services

Sales commissions paid on capital

Balance - June 30, 2025

Balance - September 30, 2025

$ ( 11,877,865 )

$ ( 4,015,852 )

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

Preferred Stock

Additional Paid-in

Total Stockholders'

Total Stockholders' Equity

Balance - December 31, 2024

1 unchanged sentence

$ ( 3,347,179 )

Common stock issued to related

parties for services

Common stock issued to related parties for services

Common stock issued for services

Sales commissions paid on capital

Balance - June 30, 2025

Sales commissions paid on capital raise

Balance - September 30, 2025

$ ( 11,877,865 )

$ ( 4,015,852 )

For the Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2024

Preferred Stock

Additional Paid-in

Total Stockholders'

Balance - March 31, 2024

Total Stockholders' Equity

Balance - June 30, 2024

$ ( 11,090,978 )

$ ( 3,226,045 )

Sales commissions paid on capital raise

Balance - June 30, 2024

Balance - September 30, 2024

$ ( 11,217,177 )

$ ( 3,352,244 )

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Preferred Stock

Additional Paid-in

Total Stockholders'

Total Stockholders' Equity

Balance - December 31, 2023

1 unchanged sentence

$ ( 2,623,264 )

Common stock issued for conversion

of convertible note payable

Sales commissions paid on capital

Balance - June 30, 2024

Common stock issued for conversion of convertible note payable

Costs incurred for capital raise

Balance - September 30, 2024

$ ( 11,217,177 )

3 unchanged sentences

Consolidated Statements of Cash Flows

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash Flows From Operating Activities

5 unchanged sentences

Amortization of debt discount on Series B & D Preferred Stock

Gain on change in fair value of derivative liability

Loss due to change in fair value of derivative liability

Changes in Operating Assets and Liabilities

3 unchanged sentences

Increase in accrued liabilities

Increase in derivative liability

(Decrease) increase in derivative liability

(Decrease) increase in shares payable to related parties

1 unchanged sentence

Net Cash Used in Operating Activities

Cash Flows from Investing Activities

Cash paid for note receivable

Net Cash used in Investing Activities

Cash Flows From Financing Activities

Cash received from sale of convertible preferred stock

Cash received from sale of Series B Preferred Stock

Proceeds from cash overdraft

Cash payments of offering costs

8 unchanged sentences

Conversion of convertible notes payable and derivative liabilities

Preferred stock issued for debt cancellation

Issuance of common stock for services

3 unchanged sentences

Notes to Condensed Consolidated Financial Statements

June 30, 2025 and 2024

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION

AND GOING CONCERN

September 30, 2025 and 2024

NOTE 1 – NATURE OF OPERATIONS, BASIS

OF PRESENTATION AND GOING CONCERN

Unless otherwise indicated, any reference to “the

2 unchanged sentences

IIOT-OXYS, Inc., incorporated in Nevada on July

2017, (the “ Company ”) was established for the purpose of designing, building, testing, and selling Edge Computing Systems

for the Industrial Internet.

6, 2017, (the “ Company ”) was established for the purpose of designing, building, testing, and selling Edge Computing

Systems for the Industrial Internet.

The Company is currently devoting substantially all its efforts in identifying, developing and marketing

10 unchanged sentences

Going Concern

The accompanying condensed consolidated

financial statements have been prepared assuming that the Company will continue as a going concern.

As shown in the accompanying

financial statements, the Company has suffered continuing operating losses, has a working capital deficit of $ 2,763,666 ,

net loss incurred for the six months ended June 30, 2025 of $ 230,724 ,

cash used in operating activities of $ 112,726 , and has an accumulated deficit of $ 11,438,976

as of June 30, 2025.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going

The accompanying condensed consolidated financial

statements have been prepared assuming that the Company will continue as a going concern.

As shown in the accompanying financial statements,

the Company has suffered continuing operating losses, has a working capital deficit of $ 3,190,078 , net loss incurred for the nine months

ended September 30, 2025 of $ 669,613 , cash used in operating activities of $ 159,135 , and has an accumulated deficit of $ 11,877,865 as

of September 30, 2025.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

If the Company is unable to obtain adequate capital, it could be forced to cease operations.

The accompanying condensed

financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and

classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The accompanying condensed financial statements

do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities

that might be necessary should the Company be unable to continue as a going concern.

Management believes that the Company will be able

24 unchanged sentences

Principles of Consolidation

The consolidated condensed financial statements for

June 30, 2025 and 2024, respectively, include the accounts of the Company, and its wholly owned subsidiaries OXYS Corporation and HereLab,

The consolidated condensed financial statements

for September 30, 2025 and 2024, respectively, include the accounts of the Company, and its wholly owned subsidiaries OXYS Corporation

and HereLab, Inc.

All significant intercompany balances and transactions have been eliminated.

13 unchanged sentences

Basic and Diluted Earnings (Loss) Per Common Share

The Company computes earnings (loss) per share in

accordance with Financial Accounting Standards Board Accounting Standards Codification (“ ASC ”), ASC 260, “ Earnings

The Company computes earnings (loss) per share

in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ ASC ”), ASC 260, “ Earnings

ASC 260 requires presentation of both basic and diluted earnings per share (“ EPS ”) on the face

8 unchanged sentences

Revenue Recognition

The Company recognizes revenue when the products are

delivered to the customer or services are performed in accordance with the contractual terms of the contract with its customer.

recognizes revenue in accordance with ASC Topic No.

606, Revenue from Contracts with Customers which was adopted on January 1,

The Company recognizes revenue when the products

are delivered to the customer or services are performed in accordance with the contractual terms of the contract with its customer.

Company recognizes revenue in accordance with ASC Topic No.

606, Revenue from Contracts with Customers.

The Company recognizes revenue based on the following

5 unchanged sentences

Recognition of revenue when, or as, performance obligation is satisfied.

The Company used a practical expedient available under

ASC 606-10-65-1(f)4 that permits it to consider the aggregate effect of all contract modifications that occurred before the beginning

The Company used a practical expedient available

under ASC 606-10-65-1(f)4 that permits it to consider the aggregate effect of all contract modifications that occurred before the beginning

of the earliest period presented when identifying satisfied and unsatisfied performance obligations, transaction price, and allocating

the transaction price to the satisfied and unsatisfied performance obligations.

The Company has elected to treat shipping and handling

activities as the cost of sales.

The Company has elected to treat shipping and

handling activities as the cost of sales.

Additionally, the Company has elected to record revenue net of sales and other similar taxes.

6 unchanged sentences

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No.

In December 2023, the FASB issued ASU

2023-09, Income Taxes (Topic 720):

Improvements to Income Tax Disclosures (“ASU 2023-09”) , which prescribes standard categories

for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting

certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis,

with a retrospective option.

Improvements to Income Tax Disclosures (“ASU 2023-09”) , which prescribes standard

categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling

items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income

tax-related disclosures.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective

basis, with a retrospective option.

The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its consolidated

1 unchanged sentence

NOTE 3 – INTANGIBLE ASSETS

The Company’s intangible assets comprise of

intellectual property revolving around their field tests, sensor integrations, and board designs.

The Company’s intangible assets comprise

of intellectual property revolving around their field tests, sensor integrations, and board designs.

Intangible assets, net of amortization,

amounted to $ 124,903 and $ 149,449 as of June 30, 2025 and December 31, 2024, respectively.

amounted to $ 112,426 and $ 149,449 as of September 30, 2025 and December 31, 2024, respectively.

Schedule of intangible assets

June 30, 2025

September 30, 2025

Intangible Assets

2 unchanged sentences

The Company determined that none of its intangible

assets were impaired as of June 30, 2025 and December 31, 2024, respectively.

Amortizable intangible assets are amortized using the straight-line

method over their estimated useful lives of ten years.

The amortization expense of finite-lived intangibles was $ 12,341 and $ 12,341 for

the three months ended June 30, 2025 and 2024, and $ 24,546 and $ 24,682 for the six months ended June 30, 2025 and 2024, respectively.

assets were impaired as of September 30, 2025 and December 31, 2024, respectively.

Amortizable intangible assets are amortized using the

straight-line method over their estimated useful lives of ten years.

The amortization expense of finite-lived intangibles was $ 12,476

and $ 12,477 for the three months ended September 30, 2025 and 2024, and $ 37,022 and $ 37,159 for the nine months ended September 30, 2025

and 2024, respectively.

The following table summarizes the Company’s

estimated future amortization expense of intangible assets with finite lives as of June 30, 2025:

estimated future amortization expense of intangible assets with finite lives as of September 30, 2025:

Schedule of estimated future amortization expense of intangible assets

10 unchanged sentences

According to the terms of the agreements, 3,547,788 shares were vested and issued per the Company’s 2017 Stock Incentive Plan as

of June 30, 2025 and December 31, 2024, and 3,730,000 shares were vested and issued per the Company’s 2019 Stock Incentive Plan

as of June 30, 2025 and December 31, 2024, respectively.

of September 30, 2025 and December 31, 2024, and 3,530,000 shares were vested and issued per the Company’s 2019 Stock Incentive

Plan as of September 30, 2025 and December 31, 2024, respectively.

In the event that a consulting agreement is terminated

7 unchanged sentences

Pursuant to the terms of

the 2022 Plan, 14,300,000 shares of common stock were vested and 14,200,000 shares and 3,100,000 were issued as of June 30, 2025 and

December 31, 2024, respectively.

the 2022 Plan, 14,300,000 shares of common stock were vested and 14,200,000 shares and 3,100,000 were issued as of September 30, 2025

and December 31, 2024, respectively.

Employment Agreement – CEO

12 unchanged sentences

The Company has recorded $ 347,373 and $ 279,352

in salaries payable to the CEO as of June 30, 2025 and December 31, 2024, respectively.

in salaries payable to the CEO as of September 30, 2025 and December 31, 2024, respectively.

Employment Agreement – COO/Interim CFO

9 unchanged sentences

The shares are valued at 90% of the average market price of the shares of 30 trading days at the end of each quarter.

recorded $ 289,935 and $ 263,041 in salaries payable to the COO/Interim CFO as of June 30, 2025 and December 31, 2024, respectively.

recorded $ 302,970 and $ 263,041 in salaries payable to the COO/Interim CFO as of September 30, 2025 and December 31, 2024, respectively.

NOTE 5 – CONVERTIBLE NOTES PAYABLE

The following table summarizes the outstanding balance

of convertible notes payable, interest and conversion rates as of June 30, 2025 and December 31, 2024, respectively.

The following table summarizes the outstanding

balance of convertible notes payable, interest and conversion rates as of September 30, 2025 and December 31, 2024, respectively.

Schedule of outstanding

balance of convertible notes payable

June 30, 2025

Convertible note payable to an investor with interest at 12% per annum, convertible at

any time into shares of common stock at the lowest VWAP or $0.001 per share.

The balance of principal and accrued and unpaid

interest is payable on maturity on March 1, 2026.

September 30, 2025

Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at the lowest VWAP or $0.001 per share.

The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2026.

The note is secured by substantially all the assets of the Company.

Convertible note payable to an investor with interest at 12% per annum, convertible at any time into

shares of common stock at the lowest VWAP or $0.001 per share.

The balance of principal and accrued and unpaid interest is payable

on maturity on March 1, 2026.

Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at the lowest VWAP or $0.001 per share.

The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2026.

The note is secured by substantially all the assets of the Company.

4 unchanged sentences

Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement.

Principal and interest due on maturity on October 29, 2025.

Principal and interest due on maturity on April 29, 2026.

The note is secured by substantially all the assets of the Company.

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The Company shall use its best efforts to have a registration statement registering the resales of the 2nd Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 2nd Incentive Shares.

The Company recorded interest expense of $ 6,133 and

$ 6,133 for the three months ended June 30, 2025 and 2024, respectively, and $ 12,199 and $ 12,266 for the six months ended June 30, 2025

The Company recorded interest expense of $ 6,201

and $ 6,201 for the three months ended September 30, 2025 and 2024, respectively, and $ 18,399 and $ 18,467 for the nine months ended September

30, 2025 and 2024, respective.

Accrued interest payable on Note A was $ 221,334 and $ 209,135 as of June 30, 2025 and December 31, 2024, respectively.

The principal balance payable on Note A amounted to $ 205,000 as of June 30, 2025 and December 31, 2024, respectively.

Accrued interest payable on Note A was $ 227,534 and $ 209,135 as of September 30, 2025 and December 31,

2024, respectively.

The principal balance payable on Note A amounted to $ 205,000 as of September 30, 2025 and December 31, 2024, respectively.

March 2019 Convertible Note and Warrants

7 unchanged sentences

of common stock at the lowest VWAP or $0.001 per share during the look back period (see “Note A” above).

The Company recorded interest expense of $ 1,496 and

$ 1,496 for the three months ended June 30, 2025 and 2024, and $ 2,975 and $ 2,992 for six months ended June 30, 2025 and 2024, respectively.

Accrued interest payable on Note D totaled $ 35,689 and $ 32,714 at June 30, 2025 and December 31, 2024, respectively.

The principal balance

payable on Note D amounted to $ 50,000 at June 30, 2025 and December 31, 2024, respectively.

The Company recorded interest expense of $ 1,512

and $ 1,512 for the three months ended September 30, 2025 and 2024, and $ 4,488 and $ 4,504 for the nine months ended September 30, 2025

and 2024, respectively.

Accrued interest payable on Note D totaled $ 37,202 and $ 32,714 at September 30, 2025 and December 31, 2024, respectively.

The principal balance payable on Note D amounted to $ 50,000 at September 30, 2025 and December 31, 2024, respectively.

August 2019 Convertible Note and Warrants (“Note

2 unchanged sentences

other terms and conditions of the Note E remained the same.

The Company recorded interest expense of $ 3,740 and

$ 3,740 on Note E for the three months ended June 30, 2025 and 2024, and $ 7,439 and $ 7,479 for the six months ended June 30, 2025 and 2024,

respectively.

Accrued interest payable on Note E was $ 86,170 and $ 78,731 as of June 30, 2025 and December 31, 2024, respectively.

note is payable to a related party.

The principal balance payable on Note E amounted to $ 125,000 as of June 30, 2025 and December 31,

The Company recorded interest expense of $ 3,781

and $ 3,781 on Note E for the three months ended September 30, 2025 and 2024, and $ 11,219 and $ 11,260 for the nine months ended September

30, 2025 and 2024, respectively.

Accrued interest payable on Note E was $ 89,950 and $ 78,731 as of September 30, 2025 and December 31,

2024, respectively.

This note is payable to a related party.

The principal balance payable on Note E amounted to $ 125,000 as of September

30, 2025 and December 31, 2024, respectively.

July 2020 Equity Financing Arrangement

On May 14, 2025, the noteholder of Note G agreed to

extend the maturity date of the Secured Convertible Promissory Note from April 29, 2025 to October 29, 2025.

All other terms and conditions

of the Note G remained the same.

During the three months ended March 31, 2024, the

noteholder of Note G converted principal amount of $ 45,045 and accrued interest of $ 1,955 in exchange of 85,000,000 shares of common stock

of the Company.

The Company recorded interest expense on Note G of

$ 348 and $ 348 for the three months ended June 30, 2025 and 2024, and $ 691 and $ 420 for the six months ended June 30, 2025 and 2024, respectively.

Accrued interest payable on Note G was $ 1,814 and $ 1,123 as of June 30, 2025 and December 31, 2024, respectively.

The principal balance

payable of Note G amounted to $ 13,942 as of June 30, 2025 and December 31, 2024, respectively.

On May 14, 2025, the noteholder of Note G agreed

to extend the maturity date of the Secured Convertible Promissory Note from April 29, 2025 to October 29, 2025, and then to April 29,

2026 (Note 9).

All other terms and conditions of the Note G remained the same.

During the three months ended March 31, 2024,

the noteholder of Note G converted principal amount of $ 45,045 and accrued interest of $ 1,955 in exchange of 85,000,000 shares of common

stock of the Company.

The Company recorded interest expense on Note

G of $ 351 and $ 351 for the three months ended September 30, 2025 and 2024, and $ 1,043 and $ 772 for the nine months ended September 30,

2025 and 2024, respectively.

Accrued interest payable on Note G was $ 2,166 and $ 1,123 as of September 30, 2025 and December 31, 2024,

respectively.

The principal balance payable of Note G amounted to $ 13,942 as of September 30, 2025 and December 31, 2024, respectively.

NOTE 6 – EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of

basic and diluted net loss per share of common stock for the three months and six months ended June 30, 2025 and 2024, respectively:

The following table sets forth the computation

of basic and diluted net loss per share of common stock for the three months and nine months ended September 30, 2025 and 2024, respectively:

Schedule of computation

of basic and diluted net loss per share of common stock

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Net loss attributable to common stockholders (basic)

2 unchanged sentences

$ ( 669,613 )

$ ( 773,580 )

Shares used to compute net loss per common share, basic and diluted

12 unchanged sentences

The following outstanding common stock equivalents

have been excluded from diluted net loss per common share for the six months ended June 30, 2025 and 2024, respectively, because their

inclusion would be anti-dilutive:

have been excluded from diluted net loss per common share for the nine months ended September 30, 2025 and 2024, respectively, because

their inclusion would be anti-dilutive:

Schedule of anti-dilutive shares

As of June 30,

As of September 30,

Warrants to purchase common stock

Potentially issuable shares related to convertible notes payable and convertible preferred stock

3,087,954,876

1,507,888,113

Potentially issuable vested shares to directors and officers

Potentially issuable unvested shares to directors and officers

Total anti-dilutive common stock equivalents

3,087,954,876

1,522,500,613

NOTE 7 – RELATED PARTIES

At June 30, 2025 and December 31, 2024, respectively,

At September 30, 2025 and December 31, 2024, respectively,

the amount due to two stockholders was $ 1,000 relating to depositing funds for opening bank accounts for the Company.

1 unchanged sentence

its current office facility from these stockholders on a month-to-month basis at a monthly rent of $250 starting January 1, 2020.

expense totaled $ 750 and $ 1,500 for the three months and six months ended June 30, 2025 and 2024, respectively.

The Company has recorded

$ 4,750 and $ 3,250 as rent payable to the stockholder in accounts payable as of June 30, 2025 and December 31, 2024, respectively.

The Company executed a Convertible Promissory Note

(“Note”) payable to an officer and director and indebted in the principal amount of $ 55,000 as of December 31, 2023.

5, 2024, the Company and the noteholder of the Note entered into a Debt Exchange Agreement to convert $ 55,000 principal balance of Note

and $ 13,825 of accrued and unpaid interest as of the maturity date of Note on March 1, 2024 .

In exchange for the cancellation of all indebtedness

of the Company owed to the noteholder as evidenced by the Note, and for no additional consideration, the Company agreed to issue to the

noteholder 57 shares of the Company’s Series C convertible preferred stock, at the stated value of $1,200 per share (See Note 8).

expense totaled $ 750 and $ 2,250 for the three months and nine months ended September 30, 2025 and 2024, respectively.

The Company has

recorded $ 5,500 and $ 3,250 as rent payable to the stockholder in accounts payable as of September 30, 2025 and December 31, 2024, respectively.

The Company executed a Convertible Promissory

Note (“Note”) payable to an officer and director and indebted in the principal amount of $ 55,000

as of December 31, 2023.

On February 5, 2024, the Company and the noteholder of the Note entered into a Debt Exchange Agreement to convert

principal balance of Note and $ 13,825

of accrued and unpaid interest as of the maturity date of Note on March

In exchange for the cancellation of all indebtedness of the Company owed to the noteholder as evidenced by the Note,

and for no additional consideration, the Company agreed to issue to the noteholder 57

shares of the Company’s Series C convertible preferred stock, at the stated value of $1,200 per share (See Note 8).

As of September

30, 2025, the Company received an advance of $ 17,500 from the same officer and director for the Company’s working capital needs.

This advance was included and recorded in accrued liabilities as of September 30, 2025.

The Company executed three convertible promissory

notes payable to a director (see Note E) for the principal amount of $ 125,000 and recorded accrued interest payable of $ 86,170 and $ 78,731

as of June 30, 2025 and December 31, 2024, respectively.

notes payable to a director (see Note E) for the principal amount of $ 125,000

and recorded accrued interest payable of $ 89,950

as of September 30, 2025 and December 31, 2024, respectively.

These advances were included and recorded in accrued liabilities as of

September 30, 2025 and December 31, 2024, respectively.

NOTE 8 – STOCKHOLDERS' EQUITY

The Company has an authorized capital of 10,000,000,000

shares, $ 0.001 par value common

stock, and 10,000,000 shares of

$0.001 par value preferred stock at June 30, 2025.

The Company has 566,315,293

shares and 555,015,293 shares of common

stock, 25,845

shares of Series A Preferred Stock issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.

Holders of shares of common stock are entitled to

one vote for each share on all matters to be voted on by the stockholders.

shares, $ 0.001 par value common stock, and 10,000,000 shares of $ 0.001 par value preferred stock at September 30, 2025.

has 566,315,293 shares and 555,015,293 shares of common stock, 25,845 shares of Series A Preferred Stock issued and outstanding as of

September 30, 2025 and December 31, 2024, respectively.

Holders of shares of common stock are entitled

to one vote for each share on all matters to be voted on by the stockholders.

Holders of common stock do not have cumulative voting rights.

8 unchanged sentences

There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

On February 24, 2021, the Company entered into a Common

Stock Purchase Agreement with an investor pursuant to which the investor agreed to purchase up to $5,000,000 of the Company’s registered

common stock at $0.015 per share.

Pursuant to the Agreement, purchases may be made by the Company during the Commitment Period (as defined

in the Agreement) through the submission of a purchase notice to the investor no sooner than ten business days after the preceding closing.

No purchase notice can be made in an amount less than $10,000 or greater than $500,000 or greater than two times the average of the daily

trading dollar volume for the Company’s common stock during the ten business days preceding the purchase date.

Each purchase notice

is limited to the investor beneficially owning no more than 4.99% of the total outstanding common stock of the Company at any given time.

There are certain conditions precedent to each purchase including, among others, an effective registration statement in place and the

VWAP of the closing price of the Company’s common stock greater than $0.0175 for the Company's common stock during the five business

days prior to closing.

From January 1, 2024 to March 31, 2024, the noteholder

of Note G converted the principal balance of $45,045 and accrued interest of $1,955 into 85,000,000 shares of common stock.

issued were valued at the fair value of common stock on the date of issuance.

On February 24, 2021, the Company entered into

a Common Stock Purchase Agreement with an investor pursuant to which the investor agreed to purchase up to $5,000,000 of the Company’s

registered common stock at $0.015 per share.

Pursuant to the Agreement, purchases may be made by the Company during the Commitment Period

(as defined in the Agreement) through the submission of a purchase notice to the investor no sooner than ten business days after the preceding

No purchase notice can be made in an amount less than $10,000 or greater than $500,000 or greater than two times the average

of the daily trading dollar volume for the Company’s common stock during the ten business days preceding the purchase date.

purchase notice is limited to the investor beneficially owning no more than 4.99% of the total outstanding common stock of the Company

at any given time.

There are certain conditions precedent to each purchase including, among others, an effective registration statement

in place and the VWAP of the closing price of the Company’s common stock greater than $0.0175 for the Company's common stock during

the five business days prior to closing.

Stock Incentive Plans

On December 14, 2017, the Board of Directors of the

Company approved the 2017 Stock Incentive Plan (the “ 2017 Plan ”).

Awards may be made under the 2017 Plan for up to

4,500,000 shares of common stock of the Company.

On December 14, 2017, the Board of Directors of

the Company approved the 2017 Stock Incentive Plan (the “ 2017 Plan ”).

Awards may be made under the 2017 Plan for up

to 4,500,000 shares of common stock of the Company.

All of the Company’s employees, officers and directors, as well as consultants

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incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards.

As of June 30, 2025

As of September 30,

2025 and December 31, 2024, 952,212 shares of common stock remain unissued and unvested pursuant to 2017 Plan.

On March 11, 2019, the Board of Directors of the Company

approved the 2019 Stock Incentive Plan (the “ 2019 Plan ”).

On March 11, 2019, the Board of Directors of the

Company approved the 2019 Stock Incentive Plan (the “ 2019 Plan ”).

Awards may be made under the 2019 Plan for up to

5,000,000 shares of common stock of the Company.

All of the Company’s employees, officers and directors, as well as consultants and advisors

to the Company are eligible to be granted awards under the 2019 Plan.

No awards can be granted under the 2019 Plan after the expiration

of 10 years from the plan approval, but awards previously granted may extend beyond that date.

Awards may consist of both incentive and

non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards.

For the six months ended June 30,

2025, the Company issued 200,000 common shares to two consultants for their services, valued at $ 240 , being the fair value of the common

shares issued on the date of issuance, pursuant to 2019 Plan.

As of June 30, 2025 and December 31, 2024, 1,270,000 shares and 1,470,000

shares of common stock remain unissued and unvested pursuant to the 2019 Plan.

All of the Company’s employees, officers and directors, as well as consultants

and advisors to the Company are eligible to be granted awards under the 2019 Plan.

No awards can be granted under the 2019 Plan after

the expiration of 10 years from the plan approval but awards previously granted may extend beyond that date.

Awards may consist of both

incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards.

For the nine months

ended September 30, 2025, the Company issued 200,000 common shares to two consultants for their services, valued at $ 240 , being the fair

value of the common shares issued on the date of issuance, pursuant to 2019 Plan.

As of September 30, 2025 and December 31, 2024, 1,270,000

shares and 1,470,000 shares of common stock remain unissued and unvested pursuant to the 2019 Plan.

On March 18, 2022, the Board of Directors approved

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The common shares vested pursuant

to the 2022 Plan amounted to 14,500,000 shares as of June 30, 2025, and 8,100,000 shares at December 31, 2024, and the 5,500,000 shares

remain unvested as of June 30, 2025.

For the three months ended June 30, 2025 and 2024, the Company recorded $ 1,234 and $ 628 as stock

compensation expense for 1,495,890 shares and 747,945 shares, respectively.

For the six months ended June 30, 2025 and 2024, the Company

recorded $ 2,529 and $ 1,148 as stock compensation expense for 2,728,767 shares and 1,495,890 shares, respectively.

In addition, on March

5, 2025, the Company issued 5,000,000 shares to an officer and a director and 100,000 shares to a consultant, valued at $ 6,120 , being

the fair value of common shares issued on the date of issuance.

On June 23, 2025, the Company issued 6,000,000 shares to an officer and

a director, valued at $ 5,400 being the fair value of common shares issued on the date of issuance.

Total compensation payable to an officer

and a director totaled $ 9,766 and $ 18,638 at June 30, 2025 and December 31, 2024, respectively.

to the 2022 Plan amounted to 14,300,000 shares as of September 30, 2025, and 8,100,000 shares at December 31, 2024, and the 5,700,000

shares remain unvested as of September 30, 2025.

For the three months ended September 30, 2025 and 2024, the Company recorded $ 867 and

$ 833 as stock compensation expense for 1,512,329 shares and 756,164 shares, respectively.

For the nine months ended September 30, 2025

and 2024, the Company recorded $ 3,396 and $ 1,980 as stock compensation expense for 4,241,096 shares and 2,252,055 shares, respectively.

In addition, on March 5, 2025, the Company issued 5,000,000 shares to an officer and a director and 100,000 shares to a consultant, valued

at $ 6,120 , being the fair value of common shares issued on the date of issuance.

On June 23, 2025, the Company issued 6,000,000 shares

to an officer and a director, valued at $ 5,400 being the fair value of common shares issued on the date of issuance.

Shares earned and issued related to the consulting

agreements are issued under the 2017 Stock Incentive Plan and the 2019 Stock Incentive Plan (see Note 4).

Vesting of the shares is subject to acceleration of

vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s

Vesting of the shares is subject to acceleration

of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s

common stock on a senior exchange.

A summary of the status of the Company’s non-vested

shares at June 30, 2025 and 2024 and changes during the six months ended, is presented below:

A summary of the status of the Company’s

non-vested shares at September 30, 2025 and 2024 and changes during the nine months ended, is presented below:

Schedule of non-vested shares

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Authorized shares per the 2022 Plan – 20,000,000 shares

Balance at December 31, 2023

Balance at June 30, 2024

Balance at December 31, 2024

Balance at June 30, 2025 -- (Unvested)

2022 Stock Incentive Plan

Authorized shares per the 2022 Plan – 20,000,000 shares

Balance - December 31, 2023

( 8,100,000 )

Balance – June 30, 2024

Balance – September 30, 2024 – (Unvested)

Balance - December 31, 2024

( 11,100,000 )

Balance – June 30, 2025 – (Unvested)

Balance – September 30, 2025 – (Unvested)

Preferred Stock

Series A Supervoting Convertible Preferred Stock

The Board of Directors of the Company

authorized the issuance of 25,845 shares of preferred stock, $ 0.001 par value per share, designated as Series A Supervoting Convertible

Preferred Stock as of June 30, 2025.

Initially, there will be no

dividends due or payable on Series A Supervoting Preferred Stock.

Any future terms with respect to dividends shall be determined by the

Board consistent with the Company’s Articles of Incorporation.

Series A Supervoting Convertible Preferred

The Board of Directors of the Company authorized

the issuance of 25,845 shares of preferred stock, $0.001 par value per share, designated as Series A Supervoting Convertible Preferred

Stock as of September 30, 2025.

Initially, there will be

no dividends due or payable on Series A Supervoting Preferred Stock.

Any future terms with respect to dividends shall be determined by

the Board consistent with the Company’s Articles of Incorporation.

Liquidation and Redemption Rights:

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or lease of all or substantially all, or any material part of, the Company’s assets.

Each holder of Series A Supervoting

Preferred Stock may voluntarily convert its shares into shares of common stock of the Company at a rate of 1:100 (as may be adjusted for

any combinations or splits with respect to such shares).

Each holder of Series

A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Company at a rate of 1:100 (as may

be adjusted for any combinations or splits with respect to such shares).

All shares of the Series A Supervoting

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The Company had 25,845 shares of Series A Preferred

Stock issued and outstanding at June 30, 2025 and December 31, 2024, respectively.

Stock issued and outstanding at September 30, 2025 and December 31, 2024, respectively.

Series B Convertible Preferred Stock Equity

On November 16, 2020, the Board of Directors of the

Company had authorized issuance of up to 600 shares of preferred stock, $ 0.001 par value per share, designated as Series B Convertible

On November 16, 2020, the Board of Directors of

the Company had authorized issuance of up to 600 shares of preferred stock, $ 0.001 par value per share, designated as Series B Convertible

Preferred Stock.

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Voting Rights :

The Series B Convertible Preferred

Stock will vote together with the common stock on an as converted basis subject to the Beneficial Ownership Limitations (not in excess

of 4.99% conversion limitation).

However, as long as any shares of Series B Convertible Preferred Stock are outstanding, the Company shall

not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series B Convertible Preferred Stock

directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Series b Convertible Preferred

Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to redemption or distribution

of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise Pari passu with, the Series b Convertible Preferred Stock

or, authorize or create any class of stock ranking as to dividends senior to, or otherwise Pari passu with, the Series b Convertible Preferred

Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders,

(d) increase the number of authorized shares of Series B Convertible Preferred Stock, or (e) enter into any agreement with respect to

any of the foregoing.

The Series B Convertible

Preferred Stock will vote together with the common stock on an as converted basis subject to the Beneficial Ownership Limitations (not

in excess of 4.99% conversion limitation).

However, as long as any shares of Series B Convertible Preferred Stock are outstanding, the

Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series B Convertible

Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Series b Convertible

Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to redemption

or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise Pari passu with, the Series B Convertible

Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise Pari passu with, the Series

b Convertible Preferred Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects

any rights of the Holders, (d) increase the number of authorized shares of Series B Convertible Preferred Stock, or (e) enter into any

agreement with respect to any of the foregoing.

Liquidation :

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November 19, 2020

On November 19, 2020, pursuant to the terms of a Securities

Purchase Agreement dated November 16, 2020 (the “SPA”), the Company entered into a new preferred equity financing agreement

with GHS Investments, LLC (“GHS”) in the amount of up to $600,000.

The SPA provides for GHS’s purchase, from time to

time, of up to 600 shares of the newly designated Series B Convertible Preferred Stock.

The initial closing under the SPA consisted of

45 shares of Series B Convertible Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $45,000,

On November 19, 2020, pursuant to the terms of

a Securities Purchase Agreement dated November 16, 2020 (the “SPA”), the Company entered into a new preferred equity financing

agreement with GHS Investments, LLC (“GHS”) in the amount of up to $600,000.

The SPA provides for GHS’s purchase, from

time to time, of up to 600 shares of the newly designated Series B Convertible Preferred Stock.

The initial closing under the SPA consisted

of 45 shares of Series B Convertible Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $45,000,

or $1,000 per share.

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Preferred Stock to GHS as a commitment fee.

No additional closing may take place after the two-year

anniversary of the SPA, or once the entire $600,000 amount has been funded.

If the average daily dollar trading volume for the Company’s

common stock for the 30 trading days preceding a particular additional closing is at least $50,000 per day, the Company may, at its option,

increase the amount of that additional closing to 75 shares of Series B Convertible Preferred Stock ($75,000).

No additional closing may take place after the

two-year anniversary of the SPA, or once the entire $600,000 amount has been funded.

If the average daily dollar trading volume for the

Company’s common stock for the 30 trading days preceding a particular additional closing is at least $50,000 per day, the Company

may, at its option, increase the amount of that additional closing to 75 shares of Series B Convertible Preferred Stock ($75,000).

The Series B Convertible Preferred Stock is classified

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this financing.

On November 19, 2020 (the date of receipt of cash

proceeds of $45,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 103,267 ,

$ 58,267 as day one loss on the derivative, $ 39,000 as interest expense, and $ 39,000 as Series B Convertible Preferred Stock mezzanine

liability, and $ 45,000 as amortization.

On November 19, 2020 (the date of receipt of

cash proceeds of $45,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability

of $ 103,267 ,

as day one loss on the derivative, $ 39,000

as interest expense, and $ 39,000

as Series B Convertible Preferred Stock mezzanine liability, and $ 45,000

as amortization.

The expected term of the derivative in calculating the fair value of derivative liability is eighteen months.

The Company recalculated the value of the derivative

liability associated with this convertible preferred stock and recorded a gain in connection with the change in fair market value of the

derivative liability of $ 18,715 and $ 21,466 for the three months and six months ended June 30, 2025, and a loss of $ 39,975 and $ 33,954

for the three months and six months ended June 30, 2024, respectively.

The Company recorded preferred dividend expense of $ 2,513 and $ 4,999

for the three months and six months ended June 30, 2025, and $ 2,513 and $ 5,026 for the three months and six months ended June 30, 2024,

respectively.

The Company recorded $ 48,992 and $ 41,508 as preferred stock dividend payable as of June 30, 2025 and December 31, 2024,

liability associated with this convertible preferred stock and recorded a loss in connection with the change in fair market value of the

derivative liability of $ 36,227 and $ 14,761 for the three months and nine months ended September 30, 2025, and a loss of $ 2,252 and $ 36,206

for the three months and nine months ended September 30, 2024, respectively.

The Company recorded preferred dividend expense of $ 2,541

and $ 7,539 for the three months and nine months ended September 30, 2025, and $ 2,541 and $ 7,567 for the three months and nine months ended

September 30, 2024, respectively.

The Company recorded $ 49,047 and $ 41,508 as preferred stock dividend payable as of September 30, 2025

and December 31, 2024, respectively.

Derivative liability payable for this transaction totaled $ 102,211 and $ 87,450 at September 30, 2025

and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 84,000 at September 30, 2025 and December 31,

2024, respectively.

Derivative liability payable for this transaction totaled $ 65,984 and $ 87,450 at June 30, 2025 and December 31, 2024, and

Series B Convertible Preferred Stock mezzanine liability was $ 84,000 at June 30, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0006 to $0.0141, the closing

stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0184, an expected dividend yield of 0%,

expected volatility ranging from 160.41% to 440.99%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term ranging

from 0.13 years to 1.50 years.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0004 to $0.0141, the

closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0184, an expected dividend yield

of 0%, expected volatility ranging from 160.41% to 440.99%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term

ranging from 0.13 years to 1.50 years.

December 16, 2020

On December 16, 2020, pursuant to the terms of the

SPA, GHS purchased an additional 85 shares of Series B Convertible Preferred Stock for gross proceeds of $ 85,000 .

On December 16, 2020, pursuant to the terms of

the SPA, GHS purchased an additional 85 shares of Series B Convertible Preferred Stock for gross proceeds of $ 85,000 .

The Company paid

$ 1,700 in selling commissions to complete this financing.

On December 16, 2020 (the date of receipt of cash

proceeds of $85,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 106,241 ,

$ 21,241 as day one loss on the derivative, $ 17,000 as interest expense, and $ 17,000 as Series B Convertible Preferred Stock mezzanine

liability, and $ 85,000 as amortization.

On December 16, 2020 (the date of receipt of

cash proceeds of $85,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability

of $ 106,241 ,

as day one loss on the derivative, $ 17,000

as interest expense, and $ 17,000

as Series B Convertible Preferred Stock mezzanine liability, and $ 85,000

as amortization.

The expected term of the derivative in calculating the fair value of derivative liability is eighteen months.

The Company recalculated the value of the derivative

liability associated with this convertible preferred stock and recorded a gain of $ 22,725 and $ 26,066 in connection with the change in

fair market value of the derivative liability for the three months and six months ended June 30, 2025, and recorded a loss of $ 33,179

and 41,230 for the three months and six months ended June 30, 2024, respectively.

The Company recorded preferred stock dividend expense

of $ 3,052 and $ 6,070 for the three months ended June 30, 2025, and $ 3,052 and $ 6,103 for the three months and six months ended June 30,

2024, respectively.

The Company recorded $ 55,566 and $ 49,497 as preferred stock dividend payable as of June 30, 2025 and December 31,

2024, respectively.

Derivative liability payable for this transaction totaled $ 80,123 and $ 106,189 as of June 30, 2025 and December 31,

2024, and Series B Convertible Preferred Stock mezzanine liability was $ 102,000 at June 30, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0006 to $0.0141, the closing

stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0184, an expected dividend yield of 0%,

expected volatility ranging from 160.41% to 437.59%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term ranging

from 0.21 years to 1.50 years.

liability associated with this convertible preferred stock and recorded a loss of $ 43,990 and $ 17,924 in connection with the change in

fair market value of the derivative liability for the three months and nine months ended September 30, 2025, and recorded a loss of $ 2,734

and $ 43,964 for the three months and nine months ended September 30, 2024, respectively.

The Company recorded preferred stock dividend

expense of $ 3,085 and $ 9,154 for the three months and nine months ended September 30, 2025, and $ 3,085 and $ 9,188 for the three months

and nine months ended September 30, 2024, respectively.

The Company recorded $ 58,651 and $ 49,497 as preferred stock dividend payable as

of September 30, 2025 and December 31, 2024, respectively.

Derivative liability payable for this transaction totaled $ 124,113 and $ 106,189

as of September 30, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 102,000 at September

30, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0004 to $0.0141, the

closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0184, an expected dividend yield

of 0%, expected volatility ranging from 160.41% to 437.59%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term

ranging from 0.21 years to 1.50 years.

December 20, 2021

On December 20, 2021, pursuant to the terms of the

SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $ 51,000 .

On December 20, 2021, pursuant to the terms of

the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $ 51,000 .

The Company paid

$ 1,000 in selling commissions to complete this financing.

For the year ended December 31, 2021, the Company inadvertently reported this sale

of 51 shares as Series A Preferred stock (See Series A Supervoting Preferred Stock).

The accompanying financial statements reflect the

correct purchase of Series B Convertible Preferred Stock rather than Series A Convertible Preferred Stock.

For the year ended December 31, 2021, the Company inadvertently reported this

sale of 51 shares as Series A Preferred stock (See Series A Supervoting Preferred Stock).

The accompanying financial statements reflect

the correct purchase of Series B Convertible Preferred Stock rather than Series A Convertible Preferred Stock.

The overall effect of this

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liability associated with this convertible preferred stock in connection with the change in fair market value of the derivative liability

and recorded a gain of $ 13,635 and $ 15,639 for the three months and six months ended June 30, 2025, and recorded a loss of $ 19,907 and

$ 24,738 for the three months and six months ended June 30, 2024, respectively.

The Company recorded preferred stock dividend expense of

$ 1,831 and $ 3,642 for the three months and six months ended June 30, 2025, and $ 1,831 and $ 3,662 for the three months and six months ended

June 30, 2024, respectively.

The Company recorded $ 25,915 and $ 22,273 as preferred stock dividend payable as of June 30, 2025 and December

31, 2024, respectively.

Derivative liability payable for this transaction totaled $ 48,074 and $ 63,713 as of June 30, 2025 and December

31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 61,200 as of June 30, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0006 to $0.0050 the closing

stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0070, an expected dividend yield of 0%,

expected volatility ranging from 174.58% to 221.64%, risk-free interest rates ranging from 0.91% to 5.46%, and an expected term of 1.50

and recorded a loss of $ 26,394 and $ 10,755 for the three months and nine months ended September 30, 2025, and recorded a loss of $ 1,640

and $ 26,379 for the three months and nine months ended September 30, 2024, respectively.

The expected term of the derivative in calculating the fair value of

derivative liability is eighteen months.

The Company recorded preferred stock dividend

expense of $ 1,851 and $ 5,493 for the three months and nine months ended September 30, 2025, and $ 1,851 and $ 5,513 for the three months

and nine months ended September 30, 2024, respectively.

The Company recorded $ 27,766 and $ 22,273 as preferred stock dividend payable as

of September 30, 2025 and December 31, 2024, respectively.

Derivative liability payable for this transaction totaled $ 74,468 and $ 63,713

as of September 30, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 61,200 as of September

30, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0004 to $0.0050 the

closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0070, an expected dividend yield

of 0%, expected volatility ranging from 174.58% to 221.64%, risk-free interest rates ranging from 0.91% to 5.46%, and an expected term

of 1.50 years.

February 7, 2022

On February 7, 2022, pursuant to the terms of the

SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $ 51,000 .

On February 7, 2022, pursuant to the terms of

the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $ 51,000 .

The Company paid

$ 1,000 in selling commissions to complete this financing.

On February 7, 2022 (the date of receipt of cash proceeds

of $51,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 65,025 , $ 14,025

as day one loss on the derivative, $ 10,200 as interest expense, and $ 10,200 as Series B Convertible Preferred Stock mezzanine liability,

and $ 51,000 as amortization.

The Company recalculated the value of the derivative liability associated with the convertible note and recorded

a gain of $ 13,635 and $ 15,639 in connection with the change in fair market value of the derivative liability for the three months and

six months ended June 30, 2025, and recorded a loss of $ 19,907 and $ 24,738 for the three months and six months ended June 30, 2024, respectively.

In addition, the Company recorded $ 1,831 and $ 3,641 as preferred stock dividend expense for the three months and six months ended June

30, 2025, $ 1,831 and $ 3,662 for the three months and six months ended June 30, 2024.

Preferred stock dividend payable to GHS on this derivative

totaled $ 24,929 and $ 21,288 as of June 30, 2025 and December 31, 2024, respectively.

Derivative liability payable for this transaction

totaled $ 48,074 and $ 63,713 as of June 30, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was

$ 61,200 as of June 30, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0006 to $0.0096, the closing

stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0172, an expected dividend yield of 0%,

expected volatility ranging from 160.35% to 201.38%, risk-free interest rates ranging from 1.09% to 5.46%, and an expected term of 1.35

to 1.5 years.

On February 7, 2022 (the date of receipt of

cash proceeds of $51,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability

of $ 65,025 ,

as day one loss on the derivative, $ 10,200

as interest expense, and $ 10,200

as Series B Convertible Preferred Stock mezzanine liability, and $ 51,000

as amortization.

The expected term of the derivative in calculating the fair value of derivative liability is eighteen months.

Company recalculated the value of the derivative liability associated with the convertible note and recorded a loss of $ 26,394

in connection with the change in fair market value of the derivative liability for the three months and nine months ended September

30, 2025, and recorded a loss of $ 1,641

for the three months and nine months ended September 30, 2024, respectively.

In addition, the Company recorded $ 1,851

as preferred stock dividend expense for the three months and nine months ended September 30, 2025, $ 1,851

for the three months and nine months ended September 30, 2024.

Preferred stock dividend payable to GHS on this derivative totaled

as of September 30, 2025 and December 31, 2024, respectively.

Derivative liability payable for this transaction totaled $ 74,468

as of September 30, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 61,200

as of September 30, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0004 to $0.0096, the

closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0172, an expected dividend yield

of 0%, expected volatility ranging from 160.35% to 201.38%, risk-free interest rates ranging from 1.09% to 5.46%, and an expected term

of 1.35 to 1.5 years.

March 24, 2022

On March 24, 2022, pursuant to the terms of the SPA,

GHS purchased an additional 136 shares of Series B Convertible Preferred Stock for gross proceeds of $ 136,000 .

On March 24, 2022, pursuant to the terms of the

SPA, GHS purchased an additional 136 shares of Series B Convertible Preferred Stock for gross proceeds of $ 136,000 .

The Company paid $ 2,720

in selling commissions to complete this financing.

On March 24, 2022 (the date of receipt of cash proceeds

of $136,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 328,422 , $ 192,422

as day one loss on the derivative, $ 27,200 as interest expense, and $ 27,200 as Series B Convertible Preferred Stock mezzanine liability,

and $ 136,000 as amortization.

The Company recalculated the value of the derivative liability associated with the convertible note in connection

with the change in fair market value of the derivative liability and recorded a gain of $ 36,360 and $ 41,705 for the three months and six

months ended June 30, 2025, and a loss of $ 53,086 and $ 12,968 for the three months and six months ended June 30, 2024, respectively.

addition, the Company recorded preferred stock dividend expense of $ 4,883 and $ 9,712 for the three months and six months ended June 30,

2025, and $ 4,883 and $ 9,765 for the three months and six months ended June 30, 2024, respectively.

The preferred stock dividend payable

to GHS for this derivative totaled $ 64,064 and $ 54,352 as of June 30, 2025 and December 31, 2024.

Derivative liability payable for this

transaction totaled $ 128,197 and $ 169,902 as of June 30, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine

liability was $ 163,200 as of June 30, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0006 to $0.0096, the closing

stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0018, an expected dividend yield of 0%,

expected volatility ranging from 160.35% to 202.70%, risk-free interest rates ranging from 1.55% to 5.46%, and an expected term of 1.48

to 1.5 years.

On March 24, 2022 (the date of receipt of

cash proceeds of $136,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative

liability of $ 328,422 ,

as day one loss on the derivative, $ 27,200

as interest expense, and $ 27,200

as Series B Convertible Preferred Stock mezzanine liability, and $ 136,000

as amortization.

The expected term of the derivative in calculating the fair value of derivative liability is eighteen months.

Company recalculated the value of the derivative liability associated with the convertible note in connection with the change in

fair market value of the derivative liability and recorded a loss of $ 70,384

for the three months and nine months ended September 30, 2025, and a loss of $ 4,375

for the three months and nine months ended September 30, 2024, respectively.

In addition, the Company recorded preferred stock

dividend expense of $ 4,936

for the three months and nine months ended September 30, 2025, and $ 4,936

for the three months and nine months ended September 30, 2024, respectively.

The preferred stock dividend payable to GHS for this

derivative totaled $ 69,000

as of September 30, 2025 and December 31, 2024.

Derivative liability payable for this transaction totaled $ 198,581

and $ 169,902

as of September 30, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 163,200

as of September 30, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0004 to $0.0096, the

closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0018, an expected dividend yield

of 0%, expected volatility ranging from 160.35% to 202.70%, risk-free interest rates ranging from 1.55% to 5.46%, and an expected term

of 1.48 to 1.5 years.

November 17, 2022

On November 17, 2022, pursuant to the terms of the

SPA, GHS purchased an additional 61 shares of Series B Convertible Preferred Stock for gross proceeds of $ 61,000 .

On November 17, 2022, pursuant to the terms of

the SPA, GHS purchased an additional 61 shares of Series B Convertible Preferred Stock for gross proceeds of $ 61,000 .

The Company paid

$ 1,220 in selling commissions to complete this financing.

On November 17, 2022 (the date of receipt of cash

proceeds of $61,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 54,072 ,

$ 6,928 as day one gain on the derivative, $ 12,200 as interest expense, $ 12,200 as Series B Convertible Preferred Stock mezzanine liability,

and $ 61,000 as amortization.

The Company recalculated the value of the derivative liability associated with the convertible note in connection

with the change in fair market value of the derivative liability and recorded a gain of $ 16,308 and $ 18,706 for the three months and six

months ended June 30, 2025, and recorded a loss of $ 23,811 and 29,588 for the three months and six months ended June 30, 2024, respectively.

In addition, the Company recorded preferred stock dividend expense of $ 2,190 and $ 4,356 for the three months ended June 30, 2025 and $ 2,199

and $ 4,398 for the three months and six months ended June 30, 2024, respectively.

On November 17, 2022 (the date of receipt of

cash proceeds of $61,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability

of $ 54,072 ,

as day one gain on the derivative, $ 12,200

as interest expense, $ 12,200

as Series B Convertible Preferred Stock mezzanine liability, and $ 61,000

as amortization.

The expected term of the derivative in calculating the fair value of derivative liability is eighteen months.

Company recalculated the value of the derivative liability associated with the convertible note in connection with the change in

fair market value of the derivative liability and recorded a loss of $ 31,569

for the three months and nine months ended September 30, 2025, and recorded a loss of $ 1,962

for the three months and nine months ended September 30, 2024, respectively.

In addition, the Company recorded preferred stock

dividend expense of $ 2,214

for the three months and nine months ended September 30, 2025 and $ 2,214

for the three months and nine months ended September 30, 2024, respectively.

The preferred stock dividend payable to GHS for this

derivative totaled $ 23,007 and $ 18,651 as of June 30, 2025 and December 31, 2024.

derivative totaled $ 25,221

as of September 30, 2025 and December 31, 2024.

Derivative liability payable for this transaction totaled $ 89,069

$ 57,500 and $ 76,206 at June 30, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 73,200 at

June 30, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0006 to $0.0020, the closing

stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0022, an expected dividend yield of 0%,

expected volatility ranging from 174.58% to 201.59%, risk-free interest rates ranging from 4.68% to 5.46%, and an expected term of 1.5

at September 30, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 73,200

at September 30, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0004 to $0.0020, the

closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0022, an expected dividend yield

of 0%, expected volatility ranging from 174.58% to 201.59%, risk-free interest rates ranging from 3.68% to 5.46%, and an expected term

of 1.5 years.

August 24, 2023

On August 24, 2023, pursuant to the terms of the SPA,

GHS purchased 62 shares of Series B Convertible Preferred Stock for gross proceeds of $ 62,000 .

The Company paid $ 1,240 in selling commissions

to complete this financing.

On August 24, 2023 (the date of receipt of cash proceeds

of $62,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 61,679 , $ 321

as day one gain on the derivative, $ 12,400 as interest expense, and $ 12,400 as Series B Convertible Preferred Stock mezzanine liability,

and $ 62,000 as amortization.

On August 24, 2023, pursuant to the terms of the

SPA, GHS purchased 62 shares of Series B Convertible Preferred Stock for gross proceeds of $ 62,000 .

The Company paid $ 1,240 in selling

commissions to complete this financing.

On August 24, 2023 (the date of receipt of

cash proceeds of $62,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability

of $ 61,679 ,

as day one gain on the derivative, $ 12,400

as interest expense, and $ 12,400

as Series B Convertible Preferred Stock mezzanine liability, and $ 62,000

as amortization.

The expected term of the derivative in calculating the fair value of

derivative liability is eighteen months.

The Company recalculated the value of the derivative

liability associated with the convertible in connection with the change in fair market value of the derivative liability note and recorded

a gain of $ 16,581 and $ 19,021 for the three months and six months ended June 30, 2025, and recorded a loss of $ 24,210 and $ 30,084 for

the three months and six months ended June 30, 2024.

In addition, the Company recorded preferred stock dividend expense of $ 2,226 and

$ 4,427 for the three months and six months ended June 30, 2025, and $ 2,226 and $ 4,452 for the three months and six months ended June 30,

a loss of $ 32,098 and $ 13,076 for the three months and nine months ended September 30, 2025, and recorded a loss of $ 1,992 and $ 32,077

for the three months and nine months ended September 30, 2024.

In addition, the Company recorded preferred stock dividend expense of $ 2,250

and $ 6,677 for the three months and nine months ended September 30, 2025, and $ 2,250 and $ 6,702 for the three months and nine months ended

September 30, 2024, respectively.

The preferred stock dividend payable to GHS for this derivative totaled $ 18,785 and $ 12,108 as of September

30, 2025 and December 31, 2024, respectively.

Derivative liability payable for this transaction totaled $ 90,587 and $ 77,511 as of September

30, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 74,400 at September 30, 2025 and December

31, 2024, respectively.

The preferred stock dividend payable to GHS for this derivative totaled $ 16,535 and $ 12,108 as of June 30, 2025 and

December 31, 2024, respectively.

Derivative liability payable for this transaction totaled $ 58,490 and $ 77,511 as of June 30, 2025 and

December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 74,400 at June 30, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0006 to $0.0014, the closing

stock price of the Company’s common stock on the date of valuation ranging from $0.0006 to $0.0015, an expected dividend yield of

0%, expected volatility ranging from 189.98% to 202.70%, risk-free interest rates ranging from 4.79% to 5.46%, and an expected term of

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0004 to $0.0014, the

closing stock price of the Company’s common stock on the date of valuation ranging from $0.0006 to $0.0015, an expected dividend

yield of 0%, expected volatility ranging from 189.98% to 202.70%, risk-free interest rates ranging from 3.68% to 5.46%, and an expected

term of 1.5 years.

April 16, 2024

On April 16, 2024, pursuant to the terms of the SPA,

GHS purchased 20 shares of Series B Convertible Preferred Stock for gross proceeds of $ 17,600 .

The Company paid $ 2,400 in selling commissions

to complete this financing.

On April 16, 2024 (the date of receipt of cash proceeds

of $17,600 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 20,324 , $ 321

as day one loss on the derivative, $ 4,000 as interest expense, and $ 24,000 as Series B Convertible Preferred Stock mezzanine liability,

and $ 20,000 as amortization.

On April 16, 2024, pursuant to the terms of the

SPA, GHS purchased 20 shares of Series B Convertible Preferred Stock for gross proceeds of $ 17,600 .

The Company paid $ 2,400 in selling

commissions to complete this financing.

On April 16, 2024 (the date of receipt of cash

proceeds of $17,600 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 20,324 ,

as day one loss on the derivative, $ 4,000

as interest expense, and $ 24,000

as Series B Convertible Preferred Stock mezzanine liability, and $ 20,000

as amortization.

The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of the derivative

liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded

a gain of $ 5,084 and $ 5,762 for the three months and six months ended June 30, 2025, and recorded a loss of $ 7,256 and $ 7,256 for the

three months and six months ended June 30, 2024, respectively.

In addition, the Company recorded preferred stock dividend expense of $ 718

and $ 1,428 for the three months and six months ended June 30, 2025, and $ 592 and $ 592 for the three months and six months ended June 30,

2024, respectively.

The preferred stock dividend payable to GHS for this derivative totaled $ 3,472 and $ 2,044 as of June 30, 2025 and

December 31, 2024, respectively.

Derivative liability payable for this transaction totaled $ 16,527 and $ 22,289 as of June 30, 2025 and

December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 24,000 as of June 30, 2025 and December 31, 2024,

respectively.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0006 to $0.0009, the closing

stock price of the Company’s common stock on the date of valuation ranging from $0.0007 to $0.0014, an expected dividend yield of

0%, expected volatility ranging from 186.23% to 205.33%, risk-free interest rates ranging from 4.05% to 5.18%, and an expected term of

a loss of $ 9,858 and $ 4,096 for the three months and nine months ended September 30, 2025, and recorded a loss of $ 694 and $ 7,950 for

the three months and nine months ended September 30, 2024, respectively.

In addition, the Company recorded preferred stock dividend expense

of $ 726 and $ 2,154 for the three months and nine months ended September 30, 2025, and $ 726 and $ 1,318 for the three months and nine months

ended September 30, 2024, respectively.

The preferred stock dividend payable to GHS for this derivative totaled $ 4,198 and $ 2,044 as of

September 30, 2025 and December 31, 2024, respectively.

Derivative liability payable for this transaction totaled $ 26,385 and $ 22,289

as of September 30, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 24,000 as of September

30, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0004 to $0.0009, the

closing stock price of the Company’s common stock on the date of valuation ranging from $0.0006 to $0.0014, an expected dividend

yield of 0%, expected volatility ranging from 186.23% to 205.33%, risk-free interest rates ranging from 3.68% to 5.18%, and an expected

term of 1 year.

October 3, 2024

On October 3, 2024, pursuant to the terms of the SPA,

GHS purchased 43 shares of Series B Convertible Preferred Stock and committed an additional 4 shares for services/fees for gross

consideration of $ 43,000 .

On October 3, 2024, pursuant to the terms of the

SPA, GHS purchased 43 shares of Series B Convertible Preferred Stock and committed an additional 4 shares for services/fees

for gross consideration of $ 43,000 .

The Company paid $ 3,860 in selling commissions and legal fees to complete this financing.

On October 3, 2024 (the date of receipt of cash proceeds

of $39,140), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 43,000 , $ 11,480 as

day one loss on the derivative, $ 8,600 as interest expense, and $51,600 as Series B Convertible Preferred Stock mezzanine liability,

and $ 39,140 as amortization.

On October 3, 2024 (the date of receipt of cash

proceeds of $39,140), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 43,000 ,

day one loss on the derivative, $ 8,600 as

interest expense, and $ 51,600 as

Series B Convertible Preferred Stock mezzanine liability, and $ 39,140

as amortization.

The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of the derivative

liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded

a gain of $ 16,405 and $ 13,540 for the three months ended June 30, 2025.

In addition, the Company recorded preferred stock dividend expense

of $ 1,687 and $ 3,497 for the three months and six months ended June 30, 2025.

The preferred stock dividend payable to GHS for this derivative

totaled $ 5,147 and $ 1,650 as of June 30, 2025 and December 31, 2024, respectively.

Derivative liability payable for this transaction totaled

$ 38,839 and $ 52,378 as of June 30, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 56,400

as of June 30, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0006 to $0.0009, the closing

stock price of the Company’s common stock on the date of valuation ranging from $0.0008 to $0.0012, an expected dividend yield of

0%, expected volatility ranging from 182.85% to 201.59%, risk-free interest rates ranging from 4.05% to 4.16%, and an expected term of

a loss of $ 23,166 and $ 5,169 for the three months and nine months ended September 30, 2025.

In addition, the Company recorded preferred

stock dividend expense of $ 1,706 and $ 5,203 for the three months and nine months ended September 30, 2025.

The preferred stock dividend

payable to GHS for this derivative totaled $ 6,853 and $ 1,650 as of September 30, 2025 and December 31, 2024, respectively.

liability payable for this transaction totaled $ 62,001 and $ 52,378 as of September 30, 2025 and December 31, 2024, and Series B Convertible

Preferred Stock mezzanine liability was $ 56,400 as of September 30, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0004 to $0.0009, the

closing stock price of the Company’s common stock on the date of valuation ranging from $0.0006 to $0.0012, an expected dividend

yield of 0%, expected volatility ranging from 182.85% to 201.59%, risk-free interest rates ranging from 3.68% to 4.16%, and an expected

term of 1 year.

Series C Convertible Preferred Stock

On January 8, 2024, the Board of Directors of the

Company had authorized issuance of up to 5,000 shares of preferred stock, $0.001 per share, designated as Series C Convertible Preferred

On January 8, 2024, the Board of Directors of

the Company had authorized issuance of up to 5,000 shares of preferred stock, $0.001 per share, designated as Series C Convertible Preferred

Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $ 1,200 , subject to the increase

36 unchanged sentences

common stock issuable upon conversion of Series C Preferred Stock held by the applicable Holder.

No fractional shares of Common Stock shall be issued

upon conversion of shares of Series C Preferred Stock.

If more than one share of Series C Preferred Stock shall be surrendered, or deemed

surrendered, pursuant to subsection (c) above, for conversion at any one time by the same Holder, the number of full shares of Common

Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of such Series C Preferred Stock

so surrendered.

Any fractional share which would otherwise be issuable upon conversion of any shares of Series C Preferred Stock (after

aggregating all shares of Series C Preferred Stock held by each holder) shall be rounded to the nearest whole number (with one-half being

rounded upward).

The Company shall reserve, free from preemptive rights,

out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Series C

Preferred Stock sufficient shares to provide for the conversion of all outstanding shares of Series C Preferred Stock.

All shares of Common

Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company, be validly

issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, and free from all taxes, liens or

charges with respect thereto.

No fractional shares of Common Stock shall be

issued upon conversion of shares of Series C Preferred Stock.

If more than one share of Series C Preferred Stock shall be surrendered,

or deemed surrendered, pursuant to subsection (c) above, for conversion at any one time by the same Holder, the number of full shares

of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of such Series C Preferred

Stock so surrendered.

Any fractional share which would otherwise be issuable upon conversion of any shares of Series C Preferred Stock

(after aggregating all shares of Series C Preferred Stock held by each holder) shall be rounded to the nearest whole number (with one-half

being rounded upward).

The Company shall reserve, free from preemptive

rights, out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of

Series C Preferred Stock sufficient shares to provide for the conversion of all outstanding shares of Series C Preferred Stock.

of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company,

be validly issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof, and free from all taxes,

liens or charges with respect thereto.

All shares of Series C Preferred Stock which have

13 unchanged sentences

On March 1, 2024, a convertible promissory noteholder

and the Company mutually agreed to convert the principal balance of $ 55,000 and accrued interest of $ 13,825 into a total of 57 shares

of Series C Convertible Preferred Stock.

The Company valued the fair value of the derivative and recorded an initial derivative liability

of $ 40,668 , $ 425 as contra interest expense, $ 28,157 as day one gain on the derivative, $ 68,825 as amortization expense, and $ 68,825 as

Series C Convertible Preferred Stock mezzanine liability.

and the Company mutually agreed to convert the principal balance of $ 55,000

and accrued interest of $ 13,825

into a total of 57

shares of Series C Convertible Preferred Stock.

The Company valued the fair value of the derivative and recorded an initial derivative

liability of $ 40,668 ,

as contra interest expense, $ 28,157

as day one gain on the derivative, $ 68,825

as amortization expense, and $ 68,825

as Series C Convertible Preferred Stock mezzanine liability.

The expected term of the derivative in calculating the fair value of derivative

liability is one year.

The Company recalculated the value of the derivative

liability associated with this convertible preferred stock in connection with the change in fair market value of the derivative liability

and recorded a gain of $ 2,349 and a loss of $ 176 for the three months and six months ended June 30, 2025, and recorded a gain of $ 1,882

and a loss of $ 2,888 for the three months and six months ended June 30, 2024, respectively.

The Company recorded $ 2,046 and $ 4,070 as

preferred stock dividend expense for the three months and six months ended June 30, 2025, and $ 675 and $ 1,349 for the three months and

six months ended June 30, 2024, respectively.

The Company recorded $ 10,929 and $ 6,859 as preferred stock dividend payable as of June 30,

and recorded a loss of $ 5,902 and $ 6,078 for the three months and nine months ended September 30, 2025, and recorded a loss of $ 4,832

and $ 7,720 for the three months and nine months ended September 30, 2024, respectively.

The Company recorded $ 2,069 and $ 6,139 as preferred

stock dividend expense for the three months and nine months ended September 30, 2025, and $ 2,069 and $ 4,790 for the three months and nine

months ended September 30, 2024, respectively.

The Company recorded $ 12,998 and $ 6,859 as preferred stock dividend payable as of September

30, 2025 and December 31, 2024.

Derivative liability payable for this transaction totaled $ 44,071 and $ 43,894 as of June 30, 2025 and December

31, 2024, and Series C Convertible Preferred Stock mezzanine liability was $ 68,400 as of June 30, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.00073 to $0.00138, the closing

stock price of the Company's common stock on the date of valuation ranging from $0.0007 to $0.0014, an expected dividend yield of 0%,

expected volatility ranging from 196.52% to 202.70%, risk-free interest rates ranging from 4.05% to 5.09%, and an expected term of 1 year.

Derivative liability payable for this transaction totaled $ 49,973 and $ 43,894 as of September 30, 2025

and December 31, 2024, and Series C Convertible Preferred Stock mezzanine liability was $ 68,400 as of September 30, 2025 and December

31, 2024, respectively.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0004 to $0.00138, the

closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0014, an expected dividend yield

of 0%, expected volatility ranging from 191.75% to 202.70%, risk-free interest rates ranging from 3.68% to 5.09%, and an expected term

Series D Convertible Preferred Stock

On March 17, 2025, the Board of Directors of the Company

had authorized issuance of up to 210 shares of preferred stock, $0.001 par value per share, designated as Series D Convertible Preferred

Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $ 1,200 , subject to the increase

set forth in the Certificate of Designation.

On March 17, 2025, the Board of Directors of the

Company had authorized issuance of up to 210 shares of preferred stock, $0.001 par value per share, designated as Series D Convertible

Preferred Stock.

Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $ 1,200 , subject to the

increase set forth in the Certificate of Designation.

Each share of Series D Convertible

34 unchanged sentences

common stock issuable upon conversion of Series D Preferred Stock held by the applicable Holder.

No fractional shares of Common Stock shall be issued

upon conversion of shares of Series D Preferred Stock.

If more than one share of Series D Preferred Stock shall be surrendered, or deemed

surrendered, pursuant to subsection (c) above, for conversion at any one time by the same Holder, the number of full shares of Common

Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of such Series D Preferred Stock

so surrendered.

Any fractional share which would otherwise be issuable upon conversion of any shares of Series D Preferred Stock (after

aggregating all shares of Series D Preferred Stock held by each holder) shall be rounded to the nearest whole number (with one-half being

rounded upward).

The Company shall reserve, free from preemptive rights,

out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Series D

Preferred Stock sufficient shares to provide for the conversion of all outstanding shares of Series D Preferred Stock.

All shares of Common

Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company, be validly

issued, fully paid and non-assessable, with no personal liability attached to ownership thereof, and free from all taxes, liens or charges

with respect thereto.

No fractional shares of Common Stock shall be

issued upon conversion of shares of Series D Preferred Stock.

If more than one share of Series D Preferred Stock shall be surrendered,

or deemed surrendered, pursuant to subsection (c) above, for conversion at any one time by the same Holder, the number of full shares

of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of such Series D Preferred

Stock so surrendered.

Any fractional share which would otherwise be issuable upon conversion of any shares of Series D Preferred Stock

(after aggregating all shares of Series D Preferred Stock held by each holder) shall be rounded to the nearest whole number (with one-half

being rounded upward).

The Company shall reserve, free from preemptive

rights, out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of

Series D Preferred Stock sufficient shares to provide for the conversion of all outstanding shares of Series D Preferred Stock.

of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company,

be validly issued, fully paid and non-assessable, with no personal liability attached to ownership thereof, and free from all taxes, liens

or charges with respect thereto.

All shares of Series D Preferred Stock which have

12 unchanged sentences

March 21, 2025

On March 21, 2025, pursuant to the terms of the SPA,

GHS purchased 60 shares of Series D Convertible Preferred Stock for gross consideration of $ 60,000 .

The Company paid $ 9,200 in

selling commissions and legal fees to complete this financing.

On March 21, 2025 (the date of receipt of cash proceeds

of $50,800), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 65,024 , $ 14,224 as

day one loss on the derivative, $ 12,000 as interest expense, and $ 72,000 as Series D Convertible Preferred Stock mezzanine liability,

and $ 50,800 as amortization.

On March 21, 2025, pursuant to the terms of

the SPA, GHS purchased 60

shares of Series D Convertible Preferred Stock for gross consideration of $ 60,000 .

The Company paid $ 9,200

in selling commissions and legal fees to complete this financing.

On March 21, 2025 (the date of receipt of cash

proceeds of $50,800), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 65,024 ,

as day one loss on the derivative, $ 12,000 as

interest expense, and $ 72,000 as

Series D Convertible Preferred Stock mezzanine liability, and $ 50,800 as

amortization.

The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of the derivative

liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded

a gain of $ 15,252 and $ 15,443 for the three months and six months ended June 30, 2025.

In addition, the Company recorded preferred stock

dividend expense of $ 2,154 and $ 2,391 for the three months and six months ended June 30, 2025.

The preferred stock dividend payable

to GHS for this derivative totaled $ 2,391 as of June 30, 2025.

The derivative liability payable for this transaction totaled $ 49,581 as

of June 30, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 72,000 as of June 30, 2025.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise price ranging from $0.0006 to $0.0008, the closing

stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.001, an expected dividend yield of

0%, expected volatility ranging from 198.72% to 199.73%, risk-free interest rates ranging from 3.96% to 4.04%, and an expected term of

a loss of $ 29,574 and $ 14,131 for the three months and nine months ended September 30, 2025.

In addition, the Company recorded preferred

stock dividend expense of $ 2,178 and $ 4,569 for the three months and nine months ended September 30, 2025.

The preferred stock dividend

payable to GHS for this derivative totaled $ 4,569 as of September 30, 2025.

The derivative liability payable for this transaction totaled

$ 79,155 as of September 30, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 72,000 as of September 30, 2025.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise price ranging from $0.0004 to $0.0008, the

closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.001, an expected dividend yield

of 0%, expected volatility ranging from 191.75% to 199.73%, risk-free interest rates ranging from 3.68% to 4.04%, and an expected term

April 10, 2025

On April 10, 2025, pursuant to the terms of the SPA,

GHS purchased 45 shares of Series D Convertible Preferred Stock for gross consideration of $ 45,000 .

The Company paid $ 900 in

selling commissions and legal fees to complete this financing.

On April 10, 2025 (the date of receipt of cash proceeds

of $44,100), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 57,220 , $ 12,220 as

day one loss on the derivative, $ 9,000 as interest expense, and $ 54,000 as Series D Convertible Preferred Stock mezzanine liability,

and $ 45,000 as amortization.

The Company recalculated the value of derivative liability

associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a gain

of $ 20,034 for the three months and six months ended June 30, 2025.

In addition, the Company recorded preferred stock dividend expense

of $ 1,438 and $ 1,438 for the three months and six months ended June 30, 2025.

The preferred stock dividend payable to GHS for this

derivative totaled $ 1,438 as of June 30, 2025.

The derivative liability payable for this transaction totaled $ 37,186 as of June 30, 2025,

and Series D Convertible Preferred Stock mezzanine liability was $ 54,000 as of June 30, 2025.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise price ranging from $0.0006 to $0.0007, the closing

stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend yield of

0%, expected volatility ranging from 199.69% to 199.89%, risk-free interest rates ranging from 3.96% to 3.97%, and an expected term of

May 14, 2025 - 1

On May 14, 2025, pursuant to the terms of the SPA,

GHS purchased 11 shares of Series D Convertible Preferred Stock for gross consideration of $ 11,000 .

On April 10, 2025, pursuant to the terms of the

SPA, GHS purchased 45 shares of Series D Convertible Preferred Stock for gross consideration of $ 45,000 .

The Company paid $ 900 in

selling commissions and legal fees to complete this financing.

On May 10, 2025 (the date of receipt of cash proceeds

of $10,780), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 13,815 , $ 2,815 as

day one loss on the derivative, $ 2,200 as interest expense, $ 13,815 as Series D Convertible Preferred Stock mezzanine liability,

and $ 11,000 as amortization.

The Company recalculated the value of derivative liability

associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a gain

of $ 4,726 for the three months and six months ended June 30, 2025.

In addition, the Company recorded preferred stock dividend expense

of $ 204 and $ 204 for the three months and six months ended June 30, 2025.

On April 10, 2025 (the date of receipt of

cash proceeds of $44,100), the Company valued the fair value of the derivative and recorded an initial derivative liability of

as day one loss on the derivative, $ 9,000 as

interest expense, and $ 54,000

as Series D Convertible Preferred Stock mezzanine liability, and $ 45,000

as amortization.

The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of

derivative liability associated with the convertible note in connection with the change in fair market value of the derivative

liability and recorded a loss of $ 22,180

for the three months and a loss of $2,146 for the nine months ended September 30, 2025.

In addition, the Company recorded preferred

stock dividend expense of $ 1,633

for the three months and nine months ended September 30, 2025.

The preferred stock dividend payable to GHS for this derivative

totaled $ 204 as of June 30, 2025.

The derivative liability payable for this transaction totaled $ 9,090 as of June 30, 2025, and Series

D Convertible Preferred Stock mezzanine liability was $ 13,200 as of June 30, 2025.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise price ranging from $0.0006 to $0.0007, the closing

stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend yield of

0%, expected volatility ranging from 194.94% to 199.89%, risk-free interest rates ranging from 3.96% to 4.14%, and an expected term of

totaled $ 3,071

as of September 30, 2025.

The derivative liability payable for this transaction totaled $ 59,366

as of September 30, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 54,000

as of September 30, 2025.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise price ranging from $0.0004 to $0.0007, the

closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend

yield of 0%, expected volatility ranging from 191.75% to 199.89%, risk-free interest rates ranging from 3.68% to 3.97%, and an expected

term of 1 year.

May 14, 2025 - 1

On May 14, 2025, pursuant to the terms of the SPA,

GHS purchased 25 shares of Series D Convertible Preferred Stock for gross consideration of $ 25,000 .

On May 14, 2025, pursuant to the terms of

the SPA, GHS purchased 11 shares

of Series D Convertible Preferred Stock for gross consideration of $ 11,000 .

The Company paid $ 220

in selling commissions and legal fees to complete this financing.

On May 10, 2025 (the date of receipt of cash

proceeds of $10,780), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 13,815 ,

as day one loss on the derivative, $ 2,200

as interest expense, $ 13,815 as

Series D Convertible Preferred Stock mezzanine liability, and $ 11,000 as

amortization.

The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of derivative

liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded

a loss of $ 5,422 and $ 696 for the three months and nine months ended September 30, 2025.

In addition, the Company recorded preferred stock

dividend expense of $ 399 and $ 603 for the three months and nine months ended September 30, 2025.

The preferred stock dividend payable

to GHS for this derivative totaled $ 603 as of September 30, 2025.

The derivative liability payable for this transaction totaled $ 14,512

as of September 30, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 13,200 as of September 30, 2025.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise price ranging from $0.0004 to $0.0007, the

closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend

yield of 0%, expected volatility ranging from 191.75% to 199.89%, risk-free interest rates ranging from 3.68% to 4.14%, and an expected

term of 1 year.

May 14, 2025 - 2

On May 14, 2025, pursuant to the terms of the

SPA, GHS purchased 25 shares of Series D Convertible Preferred Stock for gross consideration of $ 25,000 .

The Company paid $ 500 in

selling commissions and legal fees to complete this financing.

On May 10, 2025 (the date of receipt of cash proceeds

of $24,500), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 31,399 , $ 6,399 as

day one loss on the derivative, $ 5,000 as interest expense, $ 13,815 as Series D Convertible Preferred Stock mezzanine liability,

and $ 11,000 as amortization.

The Company recalculated the value of derivative liability

associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded a gain

of $ 4,726 for the three months and six months ended June 30, 2025.

In addition, the Company recorded preferred stock dividend expense

of $ 204 and $ 204 for the three months and six months ended June 30, 2025.

The preferred stock dividend payable to GHS for this derivative

totaled $ 204 as of June 30, 2025.

The derivative liability payable for this transaction totaled $ 20,659 as of June 30, 2025, and Series

D Convertible Preferred Stock mezzanine liability was $ 30,000 as of June 30, 2025.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise price ranging from $0.0006 to $0.0007, the closing

stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend yield of

0%, expected volatility ranging from 194.94% to 199.89%, risk-free interest rates ranging from 3.96% to 4.14%, and an expected term of

The following table represents the change in the fair

value of the derivative liabilities for the six months ended June 30, 2025 and 2024, respectively.

On May 10, 2025 (the date of receipt of cash

proceeds of $24,500), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 31,399 ,

as day one loss on the derivative, $ 5,000 as

interest expense, $ 13,815 as

Series D Convertible Preferred Stock mezzanine liability, and $ 11,000

as amortization.

The expected term of the derivative in calculating the fair value of derivative liability is one year.

The Company recalculated the value of derivative

liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded

a loss of $ 12,322 and $ 1,583 for the three months and nine months ended September 30, 2025.

In addition, the Company recorded preferred

stock dividend expense of $ 907 and $ 1,371 for the three months and nine months ended September 30, 2025.

The preferred stock dividend

payable to GHS for this derivative totaled $ 1,371 as of September 30, 2025.

The derivative liability payable for this transaction totaled

$ 32,981 as of September 30, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 30,000 as of September 30, 2025.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise price ranging from $0.0004 to $0.0007, the

closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend

yield of 0%, expected volatility ranging from 191.75% to 199.89%, risk-free interest rates ranging from 3.68% to 4.14%, and an expected

term of 1 year.

The following table represents the change in the

fair value of the derivative liabilities for the nine months ended September 30, 2025 and 2024, respectively.

Schedule of change in the fair value of the derivative liabilities

2 unchanged sentences

Change in the fair value of derivative liability

Balance at June 30, 2024

Balance at September 30, 2024

Balance at December 31, 2024

1 unchanged sentence

Change in the fair value of derivative liability

Balance at June 30, 2025

As a result of issuance of derivative instruments,

the Company recorded a derivative liability of $ 697,935 and $ 758,787 as of June 30, 2025 and December 31, 2024, Series B Convertible Preferred

Stock liability of $ 699,600 and $ 694,800 as of June 30, 2025 and December 31, 2024, Series C Convertible Preferred Stock liability of

$ 68,400 as of June 30, 2025 and December 31, 2024, and Series D Convertible Preferred Stock liability of $ 169,200 as of June 30, 2025,

respectively.

A summary of the status of the Company’s warrants

as of June 30, 2025 and 2024, and changes during the six months then ended, is presented below:

Balance at September 30, 2025

As a result of issuance of derivative

instruments, the Company recorded a derivative liability of $ 1,073,416

and $ 758,787

as of September 30, 2025 and December 31, 2024, Series B Convertible Preferred Stock liability of $ 699,600

and $ 694,800

as of September 30, 2025 and December 31, 2024, Series C Convertible Preferred Stock liability of $ 68,400

as of September 30, 2025 and December 31, 2024, and Series D Convertible Preferred Stock liability of $ 169,200

and $ 0 as of September 30, 2025 and December 31, 2024, respectively.

A summary of the status of the Company’s

warrants as of September 30, 2025 and 2024, and changes during the nine months then ended, is presented below:

Schedule of warrant activity

4 unchanged sentences

( 2,555,897 )

Outstanding at June 30, 2024

Outstanding at September 30, 2024

Outstanding at December 31, 2024

Expired/Forfeited

Outstanding at June 30, 2025

NOTE 9 – SUBSEQUENT EVENT

The Company filed a Certificate of Amendment of its

Articles of Incorporation with the Secretary of State of Nevada to increase its authorized shares of common stock, $0.001 par value per

share, from 3,000,000,000 shares to 10,000,000,000 shares, which filing became effective on September 3, 2025.

Outstanding at September 30, 2025

NOTE 9 – SUBSEQUENT EVENTS

On October 29, 2025, the

Company entered into an extension to the Note G pursuant to which the Maturity Date for the Note G was extended until April 29, 2026.

In addition, all prior events of default were waived by GHS (See NOTE 5).

On October 30, 2025, GHS Investments entered into

a financing arrangement and purchased 35 shares of Series D Convertible Preferred Stock, $0.001 par value, $1,200 stated value, for a

cash consideration of $34,300, pursuant to the terms of a Security Purchase Agreement.

October 30, 2025, the Company designated (the “COD”) a new class of Series E Convertible Preferred Stock consisting

of 3,000 shares and having the rights and features described below.

The material features

of the Series E Preferred Stock, as set forth in the COD, include the following:

· Subject to a leak out (as set forth in the COD), each share of Series E Preferred Stock is convertible

into shares of Common Stock (subject to a 4.99% beneficial ownership limitation) determined by dividing the Stated Value ($1,200) by the

Conversion Price ($0.0005, subject to adjustments as set forth in the COD).

· Subject to the beneficial ownership limitation, the Series E Preferred Stock will vote with the Common

Stock on an as converted basis.

· Each share of Series E Preferred Stock is entitled to receive cumulative dividends of 10% per annum, payable

quarterly, beginning on the issue date while the Series E Preferred Stock is outstanding.

Dividends may be paid in cash or in shares of

Series E Preferred Stock, at the Company’s discretion.

The Company has the right

to redeem all (but not less than all) shares of the Series E Preferred Stock issued and outstanding at any time upon three business days’

notice at a redemption price per Series E Preferred Stock equal to the product of (i) the 1.10 multiplied by (ii) the sum of (x) the Stated

Value, (y) all accrued but unpaid dividends, and (z) all other amount due to the holder.

On October 30, 2025,

the Company entered into a Stock Purchase Agreement (the “ SPA ”) with GHS Investments, LLC, a Nevada limited liability

company (“ GHS ”), pursuant to which, upon the occurrence of certain conditions, including defaults by the Company under

its agreements with GHS and subsequent waivers and extensions thereof by GHS, the Company would issue to GHS 100 shares (the “ GHS

Shares ”) of the Company’s Series A Super-voting Preferred Stock (the “ Series A Preferred Stock ”).

November 5, 2025 (the “ Closing ” or, the “ Closing Date ”), the closing of the SPA occurred, and GHS

was issued 100 shares of Series A Preferred Stock.

On October 30, 2025,

the Company entered into a Debt Exchange Agreement (the “ Emmons DEA ”) with it’s Chief Executive Officer and Director.

Pursuant to the Emmons DEA, Mr.

Emmons exchanged $387,242 of accrued and unpaid fees owed to him by the Company under various agreements

for 268.529 shares (the “ Emmons Shares ”) of the Company’s Series E Convertible Preferred Stock (the “ Series

E Preferred Stock ”).

In addition to the issuance of the Emmons Shares, Mr.

Emmons agreed to cancel 7,800 shares of Series A

Preferred Stock owned by him.

The closing of the Emmons DEA occurred on November 5, 2025.

On October 30, 2025,

the Company entered into a Debt Exchange Agreement (the “ Mitta DEA ”) with Vidhyadhar Mitta, it’s former Director.

Pursuant to the Mitta DEA, Mr.

Mitta exchanged $216,156 of principal and accrued and unpaid interest owed to him by the Company under

the 12% Secured Convertible Promissory Note issued to Mr.

Mitta on August 2, 2019 (the “ Mitta Note ”) for 180 shares

(the “ Mitta Shares ”) of Series E Preferred Stock.

In addition to the issuance of the Mitta Shares, Mr.

to cancel 12,000 shares of Series A Preferred Stock owned by him.

The closing of the Mitta DEA occurred on November 5, 2025.

On October 30, 2025,

the Company entered into a Debt Exchange Agreement (the “ McNemar DEA ”) with Karen McNemar, it’s former Chief

Financial Officer.

Pursuant to the McNemar DEA, Ms.

McNemar exchanged $323,269 of accrued and unpaid fees owed to her by the Company under

various agreements for 269 shares (the “ McNemar Shares ”) of Series E Preferred Stock.

In addition to the issuance of

the McNemar Shares, Ms.

McNemar agreed to cancel 6,045 shares of Series A Preferred Stock owned by her.

The closing of the McNemar DEA

occurred on November 5, 2025.

On October 30, 2025,

the Company entered into a Debt Exchange Agreement (the “ Senior Secured DEA ”) with Sergey Gogin and YVSGRAMORAH, LLC,

an entity controlled by Mr.

Gogin (the “ Senior Secured Holders ”).

Pursuant to the Senior Secured DEA, the Senior Secured

Holders exchanged an aggregate of $522,195 of principal and accrued and unpaid interest owed to the Senior Secured Holders by the Company

under the Senior Secured Convertible Note issued to Mr.

Gogin on January 22, 2018 (the “ Gogin Note ”) and the Senior

Secured Convertible Note issued to YSVGRAMORAH, LLC on March 6, 2019 (the “ YVS Note ,” together, with the Gogin Note,

the “ Senior Secured Notes ”) for an aggregate of 489 shares (the “ Senior Secured Shares ”) of Series

E Preferred Stock.

The closing of the Senior Secured DEA occurred on November 5, 2025.

Contingent upon the Closing,

on October 29, 2025, the Company entered into an Asset Transfer Agreement (the “ Transfer Agreement ”) with Aingura IIoT,

S.L., a company incorporated under the laws of Spain (“ Aingura ”).

Pursuant to the Transfer Agreement, upon the Closing and a

transaction pursuant to which the Company acquires assets or an acquisition of an operating entity, the Company will transfer certain

assets owned by it to Aingura in exchange for $30,843 in fees owed to Aingura.

Until the asset transfer occurs, the Company is required

to have $30,843 of Series E Preferred Stock held in escrow in favor of Aingura (the “ Escrow Shares ”).

Once the asset

transfer occurs, the shares held in escrow will be returned to the Company.

In the event that the asset transfer does not occur within

three months of the date of the Transfer Agreement, the Company will issue the Escrow Shares to Aingura in full satisfaction of the fees

owed to Aingura by the Company.

Contingent upon the Closing,

on October 30, 2025, the Company entered into a Consulting Agreement (the “ Consulting Agreement ”) with Mr.

Emmons pursuant

Emmons will receive a monthly fee of $4,167 payable in Series E Preferred Stock issuable no later than 15 days following

the end of the month.

The term of the Consulting Agreement is three months which is automatically renewable upon the consent of the parties

for additional one-month terms.

Upon Closing, the Mitta

Note (See NOTE E) was cancelled and the Security Agreement effective as of August 2, 2019 between Mr.

Mitta and the Company was terminated.

Upon Closing, all previous

agreements between Ms.

McNemar and Mr.

Emmons (besides the Consulting Agreement) and the Company were terminated.

McNemar has also

entered into a new consulting agreement with the Company.

Upon Closing, the Senior

Secured Notes were cancelled and the Security and Pledge Agreement dated January 22, 2018 between Mr.

Gogin and the Company was terminated

and the Security and Pledge Agreement dated March 6, 2019 between YVSGRAMORAH, LLC and the Company was terminated.

Contingent upon the Closing,

on October 30, 2025, the Company entered into debt exchange agreements with two consultants pursuant to which the Company agreed to exchange

an aggregate of $9,985 of unpaid consulting fees for an aggregate of 19,969,770 shares of the Company’s Common Stock.

At Closing, all previously-issued

shares of Series A Preferred Stock were terminated and, simultaneously, 100 shares of Series A Preferred Stock were issued to GHS.

Upon Closing, Karen McNemar

resigned from all positions within the Company.

Upon Closing, Vidhyadhar

Mitta resigned as a director of the Company.

Upon Closing, the Board

of Directors was expanded to four members and Sarfraz Hajee, Mark Grober, and Matthew Schissler were appointed as directors.

Closing, there are no arrangements or understandings between the new directors and any other persons pursuant to which the new directors

were appointed as directors.

Hajee, Grober,

and Schissler are each equity owners of GHS which has been issued shares of various series of preferred stock of the Company, including

the GHS Shares.

As has been disclosed above, through its ownership of all shares of Series A Preferred Stock issued and outstanding, GHS

has voting control of the Company.

GHS has also been issued the GHS Note, which is still outstanding as of the date hereof.

On December 1, 2025, Company entered into a Securities

Purchase Agreement, as amended, with GHS in the amount of up to $210,000 (the “ SPA ”).

On December 1, 2025, the Company

and GHS entered into Amendment No.

2 to the SPA pursuant to which the aggregate number of shares of Series D Convertible Preferred Stock

could be issued was increased to up to 259 shares and a fifth additional Closing was added in the amount of up to 34 shares of Series

D Preferred Stock for a Purchase Price of up to $34,000.

On December 2, 2025, the Company and GHS closed

the fifth additional Closing under the SPA in the amount of $34,000 with 34 shares of Series D Preferred Stock being issued to GHS.

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