What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-12-12 compared with 2025-09-19 · 138 added, 129 removed, 144 unchanged (65% of the section changed)

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Basis of Presentation

The financial information presented below and the

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

and Cash Flow for the quarterly periods ended June 30, 2025 and 2024 gives effect to our acquisition of OXYS Corporation (“ OXYS ”)

The financial information presented below and

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

and Cash Flow for the quarterly periods ended September 30, 2025 and 2024 gives effect to our acquisition of OXYS Corporation (“ OXYS ”)

on July 28, 2017.

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Forward-Looking Statements

Statements in this management’s discussion and

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

Statements in this management’s discussion

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

To the extent that such statements

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government actions throughout the world.

our ability to service secured debt, when due.

You should not rely on forward-looking statements

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

The preparation of these financial statements requires

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

and related disclosures of contingencies.

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

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

The preparation of these financial statements

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

expenses, and related disclosures of contingencies.

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

financial statements.

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

circumstances.

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

Historical Background

We were incorporated in the State of New Jersey on

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

We were incorporated in the State of New Jersey

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

Holdings, Inc.

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corporation incorporated on August 4, 2016.

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

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

Under the terms of the OXYS SEA we acquired 100%

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

We also cancelled 1,500,000 outstanding shares

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from New Jersey to Nevada.

At the present time, we have two wholly owned subsidiaries

which are OXYS Corporation and HereLab, Inc.

At the present time, we have two wholly owned

subsidiaries which are OXYS Corporation and HereLab, Inc.

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

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and OXYS, were originally established for the purposes of designing, building, testing, and selling Edge Computing systems for the Industrial

Both companies were, and presently are, early-stage technology startups that are largely pre-revenue in their development

HereLab (an entity immaterial to our operations) is also an early-stage technology development company.

our first revenues in the last quarter of 2017, continued to realize revenues until 2020 when the pandemic hit, and we realized nominal

revenues through 2021 to the present.

Both companies were early-stage technology startups that are largely pre-revenue in their development phase.

(an entity immaterial to our operations) is also an early-stage technology development company.

We develop hardware, software and algorithms that

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

Results of Operations for the Three Months Ended

June 30, 2025 Compared to the Three Months Ended June 30, 2024 (Unaudited)

For the three months ended June 30, 2025, we

did not record any revenues and related cost of sales.

Results of Operations for the Three Months

Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024 (Unaudited)

For the three months ended September 30, 2025,

we did not record any revenues and related cost of sales.

Our operating expenses totaled $100,033 which included payroll costs of $50,000,

$50,000, amortization of intangible assets of $12,341, professional fees of $70,280, and a credit balance of $11,648 in general and

administrative expenses which included a recovery recorded in the current period to reverse the previously recognized expense for

stale payables that were determined by management to be no longer payable.

We recorded net other income of

$95,644 consisting of a gain of $212,547 due to change in fair market value of derivative liability;

loss on derivatives on Series D

Convertible Preferred Stock of $21,434;

interest expense of $108,916 primarily due to recording of $97,200 as interest expense on

issuance of Series D Convertible Preferred Stock and $11,716 interest on notes payable;

and received employee retention credit from

the internal revenue service totaling $13,447 in May 2025, which we recorded as other income.

We also recorded preferred stock

dividend on convertible preferred stock of $25,082.

As a result of the above, we recorded a net loss of $50,411 attributable to

common stockholders for the three months ended June 30, 2025.

three months ended June 30, 2024, we did not earn any revenues and did not incur related cost of sales.

amortization of intangible assets of $12,476, professional fees of $23,516, and general and administrative expenses of $14,039.

net other expense of $308,355 consisting of a loss of $375,481 due to change in fair market value of derivative liability;

interest expense

of $11,845 on promissory notes payable;

and $78,971 upon settlement of accounts payable which we recorded as other income.

We also recorded

preferred stock dividend on convertible preferred stock of $30,501.

As a result of the above, we recorded a net loss of $438,889 attributable

to common stockholders for the three months ended September 30, 2025.

three months ended September 30, 2024, we did not earn any revenues and did not incur related cost of sales.

Our operating expenses were

which included payroll costs of $50,000, amortization of intangible assets of $12,341, legal and professional fees of $33,241, and general

and administrative expenses of $9,090.

We recorded net other expense of $300,928 consisting of loss of $264,887 due to change in fair

market value of derivative liability, loss on a derivative of $324 on Series C Convertible Preferred Stock, and interest expense of $35,717.

We also recorded $21,163 as preferred stock dividend on convertible preferred stock for the three months ended June 30, 2024.

we incurred a net loss of $426,763 attributable to common stockholders for the three months ended June 30, 2024.

$155,831 which included payroll costs of $50,000, amortization of intangible assets of $12,477, legal and professional fees of $84,279,

and general and administrative expenses of $8,242.

We recorded net other income of $51,155 consisting of gain of $63,503 due to change

in fair market value of derivative liability, and interest expense of $12,348.

We also recorded $21,523 as preferred stock dividend on

convertible preferred stock for the three months ended September 30, 2024.

As a result, we incurred a net loss of $126,199 for the three

months ended September 30, 2024.

During the current and prior period, we did not

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

of Operations for the Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024 (Unaudited)

the six months ended June 30, 2025, we did not earn any revenues and did not incur related cost of sales.

of Operations for the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024 (Unaudited)

nine months ended September 30, 2025, we did not earn any revenue and did not incur related cost of sales.

Our operating expenses were

$313,264 which included payroll costs of $150,000, amortization of intangible assets of $37,022, legal and professional fees of $108,381,

and general and administrative expenses of $17,861.

We recorded net other expense of $277,664 consisting of a loss of 147,170 due to change

in fair market value of derivative liability, loss on a derivative of $35,658 on Series C and D Convertible Preferred Stock, and interest

expense of $196,136 primarily due to recording of $160,800 as interest expense on issuance of Series D Convertible Preferred Stock

and $35,336 in interest expense on promissory notes payable .

We also recorded $78,685 as preferred

stock dividend on convertible preferred stock for the nine months ended September 30, 2025.

As a result, we incurred a net loss of $669,613

attributable to common stockholders for the nine months ended September 30, 2025.

nine months ended September 30, 2024, we earned revenues of $2,500 and recorded related cost of sales of $2,125.

Our operating expenses

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and general and administrative expenses of $8,204.

We recorded net other income of $30,691 consisting of a gain of 228,311

due to change in fair market value of derivative liability, loss on a derivative of $35,658 on Series C and D Convertible Preferred

Stock, and interest expense of $184,291 primarily due to recording of $160,800 as interest expense on issuance of Series D

Convertible Preferred Stock and $23,304 interest on notes payable .

We also recorded $48,184 as

preferred stock dividend on convertible preferred stock for the six months ended June 30, 2025.

As a result, we incurred a net loss

of $230,724 attributable to common stockholders for the six months ended June 30, 2025.

the six months ended June 30, 2024, we earned revenues of $2,500 and recorded related cost of sales of $2,125.

Our operating

expenses were $171,354 which included payroll costs of $100,518, amortization of intangible assets of $24,682, legal and

professional fees of $45,046, and general and administrative expenses of $1,108.

We recorded net other expense of $436,039

consisting of loss of $346,126 due to change in fair market value of derivative liability, gain on a derivative of $27,833 on Series

C Convertible Preferred Stock, and interest expense of $117,746.

We also recorded $40,363 as preferred stock dividend on convertible

preferred stock for the six months ended June 30, 2024.

As a result, we incurred a net loss of $647,381 attributable to common

stockholders for the six months ended June 30, 2024.

We recorded net other expense of $384,883 consisting of loss of $282,623 due to change

in fair market value of derivative liability, gain on a derivative of $27,833 on Series C Convertible Preferred Stock, and interest expense

We also recorded $61,886 as preferred stock dividend on convertible preferred stock for the nine months ended September 30,

As a result, we incurred a net loss of $773,580 for the nine months ended September 30, 2024.

During the current and prior period, we did not

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

No revenues were earned in Q2 2025 and, thus, revenues

were less than the same period in 2024.

Revenue growth for the rest of 2025 will be challenging given the difficulty in raising additional

capital to fuel sales and marketing efforts.

Potential future revenue growth depends on our ability to raise said capital and the following

No revenues were earned in Q3 2025 and, thus,

revenues were less than the same period in 2024.

We believe revenue growth for the rest of 2025 will be challenging given the difficulty

in raising additional capital to fuel sales and marketing efforts.

Potential future revenue growth depends on our ability to raise said

capital and the following factors:

Our DOT Bridge Monitoring Contract ended in December 2023 but we believe our Structural Health Monitoring (“ SHM ”) vertical is the foundation of our future revenue stream.

Recent discussions with our main contractor to the DOT revealed that the monitoring program in which we’ve participated in previous years has been suspended with no foreseeable plans to restart the program.

Discussions with our main contractor to the DOT revealed that the monitoring program in which we’ve participated in previous years has been suspended with no foreseeable plans to restart the program.

Despite this setback, our main contractor has confirmed we can continue to monitor our two sites (at our cost), which will allow us to effectively market our system and services to local municipalities and other state DOTs.

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collaborations with us.

Despite these positive factors, we continue to face

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

due to market conditions.

Our CEO and COO have received negligible compensation and have accrued almost all compensation since mid-April

2023 and the lack of funds has severely limited sales and marketing efforts.

Our management continues to secure limited funding from our

lead investor to pay for ongoing expenses and our leadership team is considering our options for both the short and long term.

current challenges in raising adequate funds, management is pursuing options including vetting suitable companies to merge with or acquire

We believe we’ve created valuable assets from

our business development in these industries, which are strong in both their size and growth.

The global smart manufacturing (also known

as Industry 4.0) was 233.3 billion in 2024 and will reach $479 billion by 2029 (CAGR 15.5%), and the worldwide SHM industry is $2.5 billion

in 2024 and will reach $4.1 billion by 2029 (CAGR of 10.4%).

Despite these positive factors, we continue

to face significant headwinds and we have not been able to raise material funds for ongoing operations through our existing

financing agreements due to market conditions.

Our management continues to secure limited funding from our lead investor to pay for

ongoing expenses and our leadership team is considering our options for both the short and long term.

Given the current challenges

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

We believe we’ve created valuable assets

from our business development in these industries, which are strong in both their size and growth.

The global smart manufacturing (also

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

and the worldwide SHM industry is $2.5 billion in 2024 and will reach $4.1 billion by 2029 (CAGR of 10.4%) 2 .

Given the valuable real-world data we have collected,

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future revenue growth, that will be attractive to prospective partners interested in an acquisition or merger.

Liquidity and Capital Resources for the Six

Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024 (Unaudited)

At June 30, 2025, we reported a cash balance of

$41,047 as a result of an increase of $17,454 from $23,593 cash balance at December 31, 2024.

This increase was primarily as a

result of net cash provided by sale of Series C and Series D convertible preferred stock of $141,000, offset by cash used by

operating activities of 112,726 and cash payment of $10,820 in offering costs.

___________________

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

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

On November 5 th , 2025, after the close

of Q3 2025, but prior to the filing of this report, control of the Company was transferred to GHS, our lead investor.

Vidhydahar Mitta,

our former independent board member, and Karen McNemar, our former interim CFO and COO, have resigned their positions.

We thank them for

their service to the Company.

Cliff Emmons will continue in the role of CEO and, together with our new board, we are optimistic that under

this new leadership the Company will have greater access to capital to secure additional assets for the Company, including potential synergistic

We expect the net result will be increased shareholder value.

Liquidity and Capital Resources for the

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024 (Unaudited)

At September 30, 2025, we reported a cash balance

of $278 as a result of net decrease of $23,315 from $23,593 cash balance at December 31, 2024.

This decrease was primarily as a result

of net cash used in operating activities of $159,135 offset by net cash provided by sale of Series C and Series D convertible preferred

stock of $141,000, proceeds from cash overdraft of $5,640, and cash payment of $10,820 in offering costs.

Operating Activities

Net cash flows used in

operating activities for the six months ended June 30, 2025 was $112,726, primarily attributed to the net loss of $230,724, stock compensation

expense of $2,529, amortization of intangible assets of $24,546, amortization of debt discount on Series C & D convertible preferred

stock of $33,000, gain on change in the fair value of derivative liability of $228,311, and net decrease in operating assets and liabilities

The Company recorded changes in operating assets and liabilities primarily attributable to decrease in prepaids and other

current assets of $2,139, decrease in accounts payable of $47,467, increase in accrued liabilities of $85,475, decrease in derivative

liabilities of $167,459, and increase in salaries payable to related parties of $78,628.

flows provided by operating activities for the six months ended June 30, 2024 was $9,982, primarily attributed to the net loss of $647,381,

amortization of intangible assets of $24,682, and net increase in operating assets and liabilities of $612,717.

The Company recorded changes

in operating assets and liabilities primarily attributable to decrease in accounts receivable of $5,460, increase in accounts payable

of $41,937, increase in accrued liabilities of $90,084, increase in derivative liabilities of $407,117, increase in shares payable to

related parties of $1,148, and increase in salaries payable to related parties of $66,971.

operating activities for the nine months ended September 30, 2025 was $159,135, primarily attributed to the net loss of $669,613, stock

compensation expense from services of $3,395, amortization of intangible assets of $37,022, amortization of debt discount on Series C

& D convertible preferred stock of $33,000, loss due to change in the fair value of derivative liability of $147,170, and net decrease

in operating assets and liabilities of $289,890.

The Company recorded changes in operating assets and liabilities primarily attributable

to decrease in prepaids and other current assets of $2,139, decrease in accounts payable of $123,366, increase in accrued liabilities

of $132,296, increase in derivative liabilities of $167,459, and increase in salaries payable to related parties of $111,362.

Net cash flows used in

operating activities for the nine months ended September 30, 2024 was $15,063, primarily attributed to the net loss of $773,580, amortization

of debt discount on notes payable and preferred stock of $4,000, amortization of intangible assets of $37,159, and net increase in operating

assets and liabilities of $717,358.

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

in accounts receivable of $5,460, increase in accounts payable of $145,234, increase in accrued liabilities of $114,498, increase in derivative

liabilities of $343,615, increase in shares payable to related parties of $1,980, and increase in salaries payable to related parties

Investing Activities

Net cash used in investing

activities for the six months ended June 30, 2025 and 2024 was $0.

activities for the nine months ended September 30, 2025 and 2024 was $0.

Financing Activities

Net cash provided by financing

activities for the six months ended June 30, 2025, was $130,180, due to cash received from sale of Series D Convertible Preferred Stock

of $141,000, net of cash payments of offering costs of $10,820.

cash provided by financing activities for the six months ended June 30, 2024 was $17,600 due to cash received of $20,000 from equity financing

of convertible preferred stock, net of cash payment of $2,400 in fees paid in connection with the capital raise.

Net cash provided by

financing activities for the nine months ended September 30, 2025, was $135,820, due to cash received from sale of Series D Convertible

Preferred Stock of $141,000, proceeds from cash overdraft of $5,640, and cash payments of offering costs of $10,820.

Net cash provided by

financing activities for the nine months ended September 30, 2024 was $17,600 due to cash received of $20,000 from equity financing of

convertible preferred stock, net of cash payment of $2,400 in fees paid in connection with the capital raise.

Net cash provided

by financing activities for the nine months ended September 30, 2023 was $113,871 primarily due to sales of our common stock of $54,195,

Series B convertible preferred stock of $62,000 and paid $2,324 in costs for raising capital.

As a result of the above

activities, the Company recorded an increase in cash of $17,454 for the six months ended June 30, 2025, and an increase in cash of $7,618

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

The accompanying condensed unaudited

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, net 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 concern.

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

cease operations.

The accompanying condensed unaudited 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.

activities, the Company recorded a decrease in cash of $23,315 for the nine months ended September 30, 2025, and an increase in cash of

$2,537 for the nine months ended September 30, 2024, respectively.

The accompanying condensed unaudited 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, net 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

unaudited 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.

Off-Balance Sheet Arrangements

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About Market Risk

As a smaller reporting company, the Company has elected

not to provide the disclosure required by this item.

As a smaller reporting company, the Company has

elected not to provide the disclosure required by this item.

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 2. Management’s Discussion and Analysis