What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-05-11 compared with 2025-04-30 · 166 added, 132 removed, 107 unchanged (74% of the section changed)

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Basis of Presentation

The accompanying consolidated financial statements

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

and include the accounts of the Company.

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

management, who is responsible for their integrity and objectivity.

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

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

The financial information presented below and

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

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

In accordance with the accounting

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

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

Additionally,

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

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.

In accordance with the accounting reporting requirements for the recapitalization related to the “reverse merger”

of OXYS, the financial statements for OXYS have been adjusted to reflect the change in the shares outstanding and the par value of the

common stock of OXYS.

Additionally, all intercompany transactions between the Company and OXYS have been eliminated.

Forward-Looking Statements

Statements in this management’s discussion and

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

Statements in this management’s discussion

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

To the extent that such statements

are not recitations of historical fact, such statements constitute forward-looking statements which, by definition involve risks and uncertainties.

Where in any forward-looking statements, if we express an expectation or belief as to future results or events, such expectation or belief

is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or

belief will result or be achieved or accomplished.

are not recitations of historical fact, such statements constitute forward looking statements which, by definition, involve risks and

uncertainties.

Where in any forward-looking statements, if we express an expectation or belief as to future results or events, such expectation

or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation

or belief will result or be achieved or accomplished.

Factors that may cause differences between actual

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

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

the impact of conflicts between the Russian Federation and Ukraine and Israel in on our operations;

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

general market and economic conditions;

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government actions throughout the world.

our ability to service secured debt when due.

You should not rely on forward-looking statements

in this document.

This management discussion contains forward looking statements that involve risks and uncertainties.

We use words such

as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,”

This management’s discussion contains forward looking statements that involve risks and uncertainties.

words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,”

and similar expressions to identify these 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 financial statements.

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

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

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.

review the carrying value and estimated lives of its long-lived assets to determine whether indicators of impairment may exist that warrant

adjustments to the carrying value or estimated useful lives.

The determinants used for this evaluation include management’s estimate

of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic

significance of the assets to the Company’s business objectives.

Definite-lived intangible assets are amortized on a straight-line

basis over the estimated periods benefited and are reviewed when appropriate for possible impairment.

issue convertible debt or convertible preferred stock, we first evaluate the balance sheet classification of the convertible instrument

in its entirety to determine whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities

from Equity , and second whether the conversion feature should be accounted for separately from the host instrument.

A conversion feature

of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified

as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of an “embedded derivative”

in ASC 815, Derivatives and Hedging .

Generally, characteristics that require derivative treatment include, among others, when

the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash

or by issuing stock that is readily convertible to cash.

When a conversion feature meets the definition of an embedded derivative, it

would be separated from the host instrument and classified as a derivative liability carried on the consolidated balance sheet at fair

value, with any changes in its fair value recognized currently in the consolidated statements of operations.

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 is also an early-stage technology development company.

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

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

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 Year Ended December

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

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

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

Results of Operations for the Year Ended

December 31, 2025 Compared to the Year Ended December 31, 2024

For the year ended December 31, 2025, we earned

$0 revenues and recorded related cost of sales of $0.

Our operating expenses were $532,791, which included payroll costs of $163,200,

amortization of intangible assets of $149,449, legal and professional fees of $153,857, and general and administrative expenses of $66,285.

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

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

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

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

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

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

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

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

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

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

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

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

preferred stock for the year ended December 31, 2023.

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

During the current and prior year, we did not record

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

Revenues earned in 2024 were substantially less than

for the same period in 2023.

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

has been limited.

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

We continue to face significant headwinds, and we

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

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

limited sales and marketing efforts.

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

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

We recorded net other expense of $125,055, consisting of a gain of $40,258 due to change in fair market value of derivative liability,

loss on derivatives of $32,203 on Series D Convertible Preferred Stock, gain on extinguishment of debt of $78,884, forgiveness of EIDL

loan and other miscellaneous income of $70,958, and interest expense of $282,952.

We also recorded $783,414 of preferred stock dividend

on convertible preferred stock for the year ended December 31, 2025.

As a result, we incurred a net loss attributable to common stockholders

of $1,441,260 for the year ended December 31, 2025.

For the year ended December

31, 2024, we earned revenues of $2,500 and recorded related cost of sales of $2,125.

Our operating expenses were $428,274, which included

payroll costs of $200,000, amortization of intangible assets of $49,636, legal and professional fees of $147,991, and general and administrative

expenses of $30,647.

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

liability, , forgiveness of EIDL loan of $34,228, and interest expense of $174,541.

We also recorded $84,920 as preferred stock dividend

on convertible preferred stock for the year ended December 31, 2024.

As a result, we incurred a net loss attributable to common stockholders

of $764,655 for the year ended December 31, 2024.

During the current and prior year 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 the year 2025 and, thus, revenues were less than those in

the same period in 2024.

We believe revenue growth for the rest of 2026 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

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.

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.

We continue to pursue DOT contacts in two other northeast states, but these may not convert to contracts for another year.

Projects with local municipalities in our current northeast state also continue to be prospected and may convert to contracts sometime in 2026, as they are based on potential state grants and not dependent on state or municipal budget cycles.

Our Smart Manufacturing vertical is another potential source of future revenue based on the strong use case developed from our CNC POC and SaaS contracts in previous years.

Although the SaaS contract ended in May 2024, the tool cost savings exceeded our projections and our customer’s expectations.

This previous customer will continue to endorse our capabilities and services, including promotional video material previously released and pending.

We believe their endorsement and promotional videos are valuable collateral to prospect future Smart Manufacturing CNC business.

Additional POCs for other discrete manufacturing processes, including metal stamping, plastic injection molding, plastic extrusion, and automated assembly and test are also potential avenues of future revenue streams.

We believe our strategic partnership continues to be our greatest asset.

The strength of our Aingura IIoT, S.L.

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

Their recent successes in expanding their minimally invasive monitoring and predictive algorithms into heavy industrial equipment applications bodes well for additional U.S.

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

We believe we’ve created real

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

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

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

2 Given the valuable

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

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

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

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

Liquidity and Capital Resources for the Year

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

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

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

This increase in cash was primarily

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

Operating Activities

Net cash flows used in operating activities for

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

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

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

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

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

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

Net cash flows used in operating activities for

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

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

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

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

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

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

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

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

parties of $117,063.

Investing Activities

Net cash used in investing activities for the years

ended December 31, 2024 and 2023 was $0.

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,

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

developed from our data and algorithms, combined with our prudent operational execution, we believe our company’s assets have potential

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

On November 5, 2025, control of the Company was

transferred to GHS, our lead investor.

Vidhydahar Mitta, our independent board member, and Karen McNemar, our interim CFO and COO, resigned

from their positions.

Cliff Emmons continues 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 result in increased shareholder value.

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

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

Liquidity and Capital Resources for the

Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

At December 31, 2025, we reported a cash and cash

equivalents balance of $26,342 as a result of net increase of $2,749 from $23,593 cash balance at December 31, 2024.

This increase in

cash and cash equivalents was primarily as a result of net cash used in operating activities of $195,051 offset by net cash provided by

sale of Series D convertible preferred stock of $210,000 less cash payments of $12,200 in offering costs.

Operating Activities

cash flows used in operating activities for the year ended December 31, 2025 was $195,051, primarily attributed to the net loss of $1,441,260,

write-down of intangible assets of $99,949, amortization of intangible assets of $49,500, issuance of common stock for services of $11,760,

amortization of debt discount on Series B and D Preferred Stock of $46,800, gain on change in the fair value of derivative liability of

$40,258, and net increase in operating assets and liabilities of $1,078,458.

The Company recorded changes in operating assets and liabilities,

primarily attributable to a decrease in prepaid expenses and other current assets of $2,139, decrease in accounts payable of $125,679,

increase in accrued liabilities of $816,103, increase in derivative liabilities of $233,003, decrease in shares payable to related parties

of $18,638, and increase in salaries payable to related parties of $171,530 converted into by issuance of Series E Preferred Stock.

Net cash flows used in

operating activities for the year ended December 31, 2024 was $46,391, primarily attributed to the net loss of $764,655, amortization

of intangible assets of $49,636, loss on change in the fair market value of derivative liabilities of $111,523, and net increase in operating

assets and liabilities of $557,105.

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

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

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

of $3,413, and increase in salaries payable to related parties of $158,402.

Investing Activities

Net cash used in investing

activities for the year ended December 31, 2025 and 2024 was $0.

Financing Activities

Net cash provided by financing activities for the

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

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

Net cash provided by financing activities for the

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

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

As a result of the above activities, the Company recorded

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

ended December 31, 2023, respectively.

Net cash provided by

financing activities for the year ended December 31, 2025 was $197,800, due to cash received from sale of Series D Convertible Preferred

Stock of $210,000 less cash paid for offering costs of $12,200.

cash provided by financing activities for the year ended December 31, 2024 was $69,340 due to cash received of $75,600 from equity financing

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

As a result of the above

activities, the Company recorded an increase in cash and cash equivalents of $2,749 for the year ended December 31, 2025, and an increase

in cash and cash equivalents of $22,949 for the year ended December 31, 2024 , respectively.

The accompanying consolidated financial statements

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

As shown in the financial statements, the Company has suffered

continuing operating losses, has a working capital deficit of $2,477,428, used cash flows in operating activities of $46,391, and has

an accumulated deficit of $11,208,252 as of December 31, 2024.

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.

Recently Issued Accounting Standards

Other accounting standards that have been issued or

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

statements upon adoption.

Management does not believe that any other recently issued, but not yet effective, accounting standard if currently

adopted would have a material effect on the accompanying financial statements.

As shown in the accompanying financial statements, the

Company has suffered continuing operating losses, has a working capital deficit of $2,309,032, net loss incurred for the year ended December

31, 2025 of $1,441,260, net cash used in operating activities of $195,051, and has an accumulated deficit of $12,649,512 as of December

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

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

The accompanying consolidated 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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Financial Statements.

The financial statements and supplementary data required

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

The financial statements and supplementary data

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

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

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

What changed 10-K

Item 7. Management’s Discussion and Analysis