What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-05-11 compared with 2025-04-30 · 1732 added, 1058 removed, 863 unchanged (76% of the section changed)

5 unchanged sentences

in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to our Chief Executive

Officer and Interim Chief Financial Officer, Clifford Emmons and Karen McNemar, respectively, who serve as our principal executive officer

and principal financial and accounting officer, respectively, as appropriate, to allow timely decisions regarding required disclosure.

Emmons and Ms.

McNemar, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the

Exchange Act, as of December 31, 2024.

Based on their evaluation, Mr.

Emmons and Ms.

McNemar concluded that, due to a material weakness

in our internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of December

In light of the material weakness in internal control over financial reporting, we completed substantive procedures, including

validating the completeness and accuracy of the underlying data used for accounting prior to filing this Annual Report.

These additional procedures have allowed us to conclude

that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements included

in this report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods

presented in conformity with accounting principles generally accepted in the United States of America.

Management’s Report on Internal Control

Officer, Clifford Emmons, who serves as our principal executive officer and principal financial and accounting officer, respectively,

as appropriate, to allow timely decisions regarding required disclosure.

Emmons evaluated the effectiveness of our disclosure controls

and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of December 31, 2025.

Based on his evaluation, Mr.

Emmons concluded

that, due to a material weakness in our internal control over financial reporting as described below, our disclosure controls and procedures

were not effective as of December 31, 2025.

In light of the material weakness in internal control over financial reporting, we completed

substantive procedures, including validating the completeness and accuracy of the underlying data used for accounting prior to filing

this Annual Report.

These additional procedures have allowed us to

conclude that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements

included in this report fairly present, in all material respects, our financial position, results of operations and cash flows for the

periods presented in conformity with accounting principles generally accepted in the United States of America.

Management Report on Internal Control

over Financial Reporting

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Internal control

1 unchanged sentence

preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness

1 unchanged sentence

issued by the Committee of Sponsoring Organizations of the Treadway Commission (“ COSO ”).

During its evaluation, management noted certain matters

involving internal control and its operation that we consider to be significant deficiencies or material weaknesses under standards of

the Public Company Accounting Oversight Board (“ PCAOB ”).

A control deficiency exists when the design or operation of

a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements

on a timely basis.

During its evaluation, management noted certain

matters involving internal control and its operation that we consider to be significant deficiencies or material weaknesses under standards

of the Public Company Accounting Oversight Board (“ PCAOB ”).

A control deficiency exists when the design or operation

of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect

misstatements on a timely basis.

A material weakness is a deficiency, or a combination

3 unchanged sentences

of duties, lack of governance/oversight, and lack of internal control documentation that we believe to be material weaknesses.

Because of this material weaknesses, management concluded

that we did not maintain effective internal control over financial reporting as of December 31, 2024, based on criteria described in Internal

Control – Integrated Framework (2013) issued by COSO.

Because of this material weaknesses, management

concluded that we did not maintain effective internal control over financial reporting as of December 31, 2025, based on criteria described

in Internal Control – Integrated Framework (2013) issued by COSO.

Remediation of the Material Weakness

We are evaluating the material weaknesses and developing

a plan of remediation to strengthen our overall internal control over financial reporting.

The remediation plan will include the creation

and adoption of a formal policy manual specifically dealing with financial controls.

We are evaluating the material weaknesses and

developing a plan of remediation to strengthen our overall internal control over financial reporting.

The remediation plan will include

the creation and adoption of a formal policy manual specifically dealing with segregation of duties, implementation of internal controls

and corporate governance surrounding financial controls.

Due to a material weakness as disclosed in the

2024 Annual Report on Form 10-K, we committed to the same remediation plan, as disclosed above;

however, due to lack of resources, we were

unable to execute the contemplated remediation plan.

If we are unable to increase our workforce, we may never be able to implement the

remediation plan proposed above.

however, due to lack of resources, we

were unable to execute the contemplated remediation plan.

If we are unable to increase our workforce, we may never be able to implement

the remediation plan proposed above.

We are committed to maintaining a strong internal

7 unchanged sentences

and tested, the material weakness described above will continue to exist.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over

financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended December 31, 2024,

Changes in Internal Control over Financial

There has been no change in our internal control

over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended December 31,

2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

During the quarter ended December 31, 2024, no director

or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in

Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign

Jurisdictions that Prevent Inspections.

Not applicable to the Company.

During the quarter ended December 31, 2025, no

director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is

defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable to the

Directors, Executive Officers and Corporate Governance.

3 unchanged sentences

Executive Officers :

Chief Executive Officer, President, and Interim Chief Technical Officer

Karen McNemar

Chief Operating Officer and Interim Chief Financial Officer

Vidhyadhar Mitta

Directors are elected to serve until the next annual

meeting of stockholders and until their successors are elected and qualified.

Directors are elected by a plurality of the votes cast at

the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until a successor

has been elected and qualified.

A majority of the authorized number of directors constitutes

a quorum of the Board of Directors for the transaction of business.

The directors must be present at the meeting to constitute a quorum.

However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board

of Directors individually or collectively consent in writing to the action.

Business Experience of Executive Officers and

The principal occupation and business experience during

the past five years for our executive officers and directors is as follows:

Emmons has served

as our Chief Executive Officer, President, and director since June 4, 2018 and as our Interim Chief Technology Officer since June 2, 2022.

Chief Executive Officer, President, Interim Chief Technical Officer

Sarfraz Hajee

Matthew Schissler

Directors are elected to serve until the next

annual meeting of stockholders and until their successors are elected and qualified.

Directors are elected by a plurality of the votes

cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until

a successor has been elected and qualified.

A majority of the authorized number of directors

constitutes a quorum of the Board of Directors for the transaction of business.

The directors must be present at the meeting to constitute

However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members

of the Board of Directors individually or collectively consent in writing to the action.

Business Experience of Executive Officers

and Directors

The principal occupation and business experience

during the past five years for our executive officers and directors is as follows:

Emmons has served as our Chief

Executive Officer, President, and director since June 4, 2018.

From 1995 to 2017, Mr.

Emmons worked for Medtronic, a global leader in medical technology, services, and solutions, where he served

in various capacities including several Vice President and Director positions.

Emmons is also the founder of AHI, LLC, a consultancy

Emmons received an Executive Certificate in Strategy & Innovation from MIT, a Masters of Science in Management Engineering

from the University of Bridgeport, a Bachelor of Science in Electrical Engineering from the University of New Haven, and a Bachelor of

Science in Mechanical Engineering from the University of Connecticut.

Karen McNemar:

McNemar has served

as our Chief Operating Officer since September 20, 2018 and as our Interim Chief Financial Officer since June 2, 2022.

From 1998 until

August 2017, Ms.

McNemar served in many capacities for Medtronic which included as a Senior Director of R&D Operations.

is a collaborative strategic global business leader with extensive experience in New Product Development and Operations, building strong

and effective diverse teams across organizations at all levels.

McNemar is also a trusted advisor, recognized for successful process

and program management, with a focus on leading complex initiatives and analyzing data and processes to identify solutions to increase

organizational productivity and performance.

McNemar received her Bachelor of Science in Industrial Engineering and Operations

Vidhyadhar Mitta:

Mitta has served

as a director of the Company since the closing of the reverse acquisition on July 28, 2017.

Mitta has also served as a director of

OXYS since its inception on August 4, 2016.

Since 2000, he has been the founder and President of Synergic Solutions Inc., a software development

company that designs custom software for a variety of industries including radio-medicine and associate allied health fields.

In his position

as President, Mr.

Mitta has responsibility for all aspects of Synergic Solutions including technical program guidance, employee supervision,

business development, and profit and loss responsibility.

Mitta received a BS in Information Science & Technology from BMS College

of Engineering in 1995.

Emmons worked for Medtronic, a global leader in

medical technology, services, and solutions, where he served in various capacities including several Vice President and Director positions.

Emmons is also the founder of AHI, LLC, a consultancy firm.

Emmons received an Executive Certificate in Strategy & Innovation

from MIT, a Masters of Science in Management Engineering from the University of Bridgeport, a Bachelor of Science in Electrical Engineering

from the University of New Haven, and a Bachelor of Science in Mechanical Engineering from the University of Connecticut.

Grober has served as

a director since November 5, 2025.

Over the past five years, Mark Grober’s principal occupation has been serving as Founder and

Member of GHS Investments, LLC.

GHS Investments, LLC is not a parent, subsidiary, or affiliate of the Company.

Grober brings over

17 years of experience in PIPE (Private Investment in Public Equity) transactions and has co-founded multiple investment funds and managed

portfolios for a boutique family of funds.

Before joining the family of funds in 2009, he worked as an analyst for an $800 million hedge

fund based in Long Island, New York, where he oversaw fifty-five portfolio companies with a focus on private equity financing.

holds a Bachelor of Arts in Finance from the State University of New York at Binghamton.

Sarfraz Hajee:

Hajee has served as a director

since November 5, 2025.

Over the past five years, Sarfraz Hajee’s principal occupation has been serving as a Founder and Member

of GHS Investments, LLC.

GHS Investments, LLC is not a parent, subsidiary, or affiliate of the Company.

Hajee has been investing

in publicly traded companies since 2011 and has co-founded and managed multiple private investment funds.

In addition, he has experience

developing and advising private businesses across a broad range of industries.

Prior to his transition into finance, Mr.

for a New York State agency, a class action administration firm, and an information technology company.

Hajee received his Juris

Doctor (J.D.) from Boston University and earned his Bachelor’s degree in Philosophy, Politics, and Law from the State University

of New York at Binghamton.

Matthew Schissler:

Schissler has served

as a director since November 5, 2025.

Over the past five years, Matthew Schissler’s principal occupation has been serving as Founder

and Member of GHS Investments, LLC.

GHS Investments, LLC is not a parent, subsidiary, or affiliate of the Company.

Schissler is a

business executive with over 25 years of experience serving in leadership roles in both privately and publicly held companies.

most notable for having founded and managed Cord Blood America, Inc.

(CBAI), a company specializing in the harvesting and storage of

umbilical stem cells in the United States and internationally.

He has also managed private investment funds focused on companies exhibiting

significant growth potential and has served on boards of directors and advisory boards across various industries.

Schissler has previously

served as Chairman of the Nevada Development Authority Biotech Committees and as a board member of the Las Vegas Natural History Museum.

He holds a Bachelor of Arts in Biology from St.

Mary’s College of Maryland.

Legal Proceedings

During the past ten years there have been no events

under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability

and integrity of any of our directors or executive officers, and none of these persons has been involved in any judicial or administrative

proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity, any judicial or administrative

proceedings based on violations of federal or state securities, commodities, banking or insurance laws or regulations, or any disciplinary

sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

Except as set forth below, during the past ten

years there have been no events under any bankruptcy act, no criminal proceedings, and no judgments, injunctions, orders or decrees material

to the evaluation of the ability and integrity of any of our directors or executive officers.

On August 19, 2024, the SEC entered a cease-and-desist

order (File No.

34-100769) against directors Mark S.

Grober, Sarfraz S.

Hajee, and Matthew L.

Schissler, finding

that each caused violations of Section 15(a)(1) of the Securities Exchange Act of 1934 in connection with the operation of GHS as an unregistered

securities dealer.

The matter was resolved by settlement.

Family Relationships

There are no family relationships between any of our

directors and executive officers.

There are no family relationships between any

of our directors and executive officers.

Director Independence

3 unchanged sentences

of “independent directors.”

We currently have not established any committees of

the Board of Directors.

We currently have not established any committees

of the Board of Directors.

Our Board of Directors may designate from among its members an executive committee and one or more other committees

10 unchanged sentences

Section 16(a) Reports

laws, directors, certain officers and persons holding more than 10% of our common stock must report their initial ownership of our common

stock and any changes in their ownership to the SEC.

The SEC has designated specific due dates for these reports and we must identify

in this Annual Report those people who did not file these reports when due.

Based solely on our review of copies of the reports filed

with the SEC, we believe that all reporting requirements for fiscal year 2024 were complied with by each person who at any time during

the 2024 fiscal year was a director or an executive officer or held more than 10% of our common stock.

securities laws, directors, certain

officers and persons holding more than 10% of our common stock must report their initial ownership of our common stock and any changes

in their ownership to the SEC.

The SEC has designated specific due dates for these reports and we must identify in this Annual Report

those people who did not file these reports when due.

Based solely on our review of copies of the reports filed with the SEC, we believe

that all reporting requirements for fiscal year 2025 were complied with by each person who at any time during the 2025 fiscal year was

a director or an executive officer or held more than 10% of our common stock, except as follows:

Each of Mark Grober, Sarfraz Hajee, and Matthew

Schissler filed one late Form 3 reporting initial ownership.

Each such Form 3 was due on November 15, 2025 and was filed on February 5,

Each of Clifford L.

Emmons, Karen McNemar, and

Vidhyadhar Mitta had a Form 4 filing obligation triggered on November 5, 2025 that was not filed timely;

however, each such Form 4 has

since been filed.

Code of Ethics

On March 9, 2018, the Board of Directors adopted a

Code of Ethics (the “ Code ”).

On March 9, 2018, the Board of Directors adopted

a Code of Ethics (the “ Code ”).

The purpose of the Code of Ethics is to deter wrongdoing and to promote:

18 unchanged sentences

to our company and its subsidiaries for the years ended December 31, 2025 and 2024.

Compensation Table

Name and principal position

Clifford Emmons

Karen McNemar

Summary Compensation Table

and Principal Position

Clifford Emmons (Current CEO and Former Interim

Karen McNemar (Former Interim CFO)

________________

As of December 31, 2024, Mr.

Emmons was owed $289,646 in accrued and unpaid consulting fees and $12,000 in reimbursable expenses.

Annual salary of $100,00 through 10/30/25.

As of December 31, 2025, Mr.

Emmons earned 2,367,123 shares of common stock valued at $1,864.

Consulting fees for Cliff Emmons $8,333.

To be paid in Series E Preferred Shares.

As of December 31, 2024, Mr.

2 unchanged sentences

Emmons earned 2,257,534 shares of common stock valued at $1,706.

Annual salary of $100,000 through 10/30/25.

As of December 31, 2025, Ms.

McNemar was owed $262,935 in accrued and unpaid consulting fees and $1,600 in reimbursable expenses.

As of December 31, 2024, Mc.

McNemar earned 2,367,123 shares of common stock valued at $1,864.

Consulting fees paid to Karen McNemar $7,075.

As of December 31, 2024, Ms.

2 unchanged sentences

McNemar earned 2,257,534 shares of common stock valued at $1,706.

Emmons Employment Contract

On June 2, 2022, the Board

of Directors (with Mr.

Emmons Employment Contracts and Consulting

On June 2, 2022, the

Board of Directors (with Mr.

Emmons abstaining) approved the Employment Contract dated effective April 1, 2022 with Mr.

3 unchanged sentences

Emmons pursuant to the Emmons Contract are customary for the positions in which he is serving.

Pursuant to the Emmons Contract,

Emmons shall receive an annual salary of $100,000 which accrues unless converted into shares of Common Stock of the Company at a conversion

rate specified in the Emmons Contract.

If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the annual salary

will increase to $150,000, commencing the following month.

If the Company reaches $5,000,000 in cumulative sales over a 12-month period,

the annual salary will increase to $200,000 commencing the following month.

Pursuant to the Emmons

Contract, Mr.

Emmons shall receive an annual salary of $100,000 which accrues unless converted into shares of Common Stock of the Company

at a conversion rate specified in the Emmons Contract.

If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the

annual salary will increase to $150,000, commencing the following month.

If the Company reaches $5,000,000 in cumulative sales over a

12-month period, the annual salary will increase to $200,000 commencing the following month.

As of the effective date,

9 unchanged sentences

events such as a Change of Control (as defined in the Emmons Contract) or the listing of the Company’s Common Stock on a senior

On October 30, 2025, the Company entered into

a Consulting Agreement with Mr.

Emmons pursuant to which Mr.

Emmons will receive a monthly fee of $4,166.66 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.

McNemar Employment Contract

On June 2, 2022, the Board

of Directors of Company approved the Employment Contract dated effective April 1, 2022 with Ms.

On June 2, 2022, the

Board of Directors of Company approved the Employment Contract dated effective April 1, 2022 with Ms.

McNemar (the “ McNemar Contract ”).

2 unchanged sentences

McNemar pursuant to the McNemar Contract are those customary for the positions in which she is serving.

Pursuant to the McNemar Contract,

McNemar shall receive an annual salary of $100,000 which accrues unless converted into shares of Common Stock of the Company at a

conversion rate specified in the McNemar Contract.

If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the annual

salary will increase to $150,000, commencing the following month.

If the Company reaches $5,000,000 in cumulative sales over a 12-month

period, the annual salary will increase to $200,000, commencing the following month.

Pursuant to the McNemar

Contract, Ms.

McNemar shall receive an annual salary of $100,000 which accrues unless converted into shares of Common Stock of the Company

at a conversion rate specified in the McNemar Contract.

If the Company reaches $1,000,000 in cumulative sales over a 12-month period,

the annual salary will increase to $150,000, commencing the following month.

If the Company reaches $5,000,000 in cumulative sales over

a 12-month period, the annual salary will increase to $200,000, commencing the following month.

As of the effective date,

5 unchanged sentences

3,000,000 shares on the third-year anniversary of the effective date.

The McNemar Contract Shares

are awarded under the 2022 Plan.

Vesting of the McNemar Contract Shares is subject to acceleration of vesting upon the occurrence of certain

events such as a Change of Control (as defined in the McNemar Contract) or the listing of the Company’s Common Stock on a senior

The McNemar Contract

Shares are awarded under the 2022 Plan.

Vesting of the McNemar Contract Shares is subject to acceleration of vesting upon the occurrence

of certain events such as a Change of Control (as defined in the McNemar Contract) or the listing of the Company’s Common Stock

on a senior exchange.

On November 5, 2025, concurrent with her resignation

from all positions within the Company, the McNemar Contract was terminated.

A new consulting agreement was entered into.

Equity Awards

7 unchanged sentences

Have Not Vested

Karen McNemar

1,500,000 shares on the first-year anniversary of the grant date;

2,500,000 shares on the second-year anniversary of the grant date;

and 3,000,000 shares on the third-year anniversary of the grant date

Compensation of Directors

Emmons’ compensation (whose compensation

is disclosed above), no compensation was awarded to, earned by, or paid to any remaining directors for services rendered in all capacities

to our Company and its subsidiaries for the year ended December 31, 2024.

Emmons’ compensation (whose

compensation is disclosed above), no compensation was awarded to, earned by, or paid to any remaining directors for services rendered

in all capacities to our Company and its subsidiaries for the year ended December 31, 2025.

Insider Trading Policy

Due to limited resources and the small number of our

management, we do not have an insider trading policy .

Due to limited resources and the small number

of our management, we do not have an insider trading policy.

Policies and Practices Related to the Timing

8 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management.

The following table and footnotes thereto

set forth information regarding the number of shares of common stock beneficially owned by (i) each director and named executive

officer of our company, (ii) each person known by us to be the beneficial owner of 5% or more of its issued and outstanding shares

of common stock, and (iii) named executive officers, executive officers, and directors of the Company as a group as of April 28 ,

In calculating any percentage in the following table of common stock beneficially owned by one or more persons named therein,

following table and footnotes thereto set forth information regarding the number of shares

of common stock beneficially owned by (i) each director and named executive officer of our

company, (ii) each person known by us to be the beneficial owner of 5% or more of its issued

and outstanding shares of common stock, and (iii) named executive officers, executive officers,

and directors of the Company as a group as of May 11, 2026.

In calculating any percentage

in the following table of common stock beneficially owned by one or more persons named therein,

the following table assumes 586,385,063 shares of common stock outstanding.

otherwise further indicated in the following table, the footnotes thereto and/or elsewhere in this Annual Report, the persons and

entities named in the following table have sole voting and sole investment power with respect to the shares set forth opposite the

shareholder’s name, subject to community property laws, where applicable.

Unless otherwise indicated in the following table

and/or the footnotes thereto, the address of our named executive officers and directors in the following tables is:

705 Cambridge

Street, Cambridge, MA 02141.

Unless otherwise

further indicated in the following table, the footnotes thereto and/or elsewhere in this

Annual Report, the persons and entities named in the following table have sole voting and

sole investment power with respect to the shares set forth opposite the shareholder’s

name, subject to community property laws, where applicable.

Unless otherwise indicated in

the following table and/or the footnotes thereto, the address of our named executive officers

and directors in the following tables is:

705 Cambridge Street, Cambridge, MA 02141.

Name and Address of Beneficial Owner

2 unchanged sentences

Clifford Emmons

326,986,667 (2)

Karen McNemar

356,015,667 (3)

Vidhyadhar Mitta

249,974,938 (4)

Sarfraz Hajee

Matthew Schissler

Executive Officers, Named Executive Officers, and Directors as a Group (5 Persons)

________________

Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

Under Rule 13d-3 of the Exchange Act, a beneficial owner

of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or

otherwise has or shares:

(i) voting power, which includes the power to vote, or to direct the voting of shares;

and (ii) investment power, which includes the power to dispose or direct the disposition of shares.

Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.

In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the April 28, 2025.

Includes 319,926,667 shares of Common Stock issuable upon the conversion of $287,934 in accrued and unpaid consulting fees as of March 31, 2025.

Also includes 780,000 shares issuable upon the conversion of shares of Series A Preferred Stock owned by Mr.

Includes 349,606,667 shares of Common Stock issuable upon the conversion of $314,646 in accrued and unpaid consulting fees as of March 31, 2025.

Also includes 604,500 shares issuable upon the conversion of shares of Series A Preferred Stock owned by Ms.

Includes 1,562,500 shares issuable upon the exercise of warrants.

Also includes 247,038,095 shares issuable upon the conversion of a note issued to Mr.

Lastly, includes 1,200,000 shares issuable upon the conversion of shares of Series A Preferred Stock owned by Mr.

and (ii) investment

power, which includes the power to dispose or direct the disposition of shares.

Certain shares may be deemed to be beneficially owned

by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

In addition, shares

are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of

an option) within 60 days of the date as of which the information is provided.

In computing the percentage ownership of any person,

the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person)

by reason of these acquisition rights.

As a result, the percentage of outstanding shares of any person as shown in the above table

does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock

actually outstanding on April 15 , 2026.

Includes 19,980,614 shares issuable upon the conversion of shares of

Series C Preferred Stock (subject to 4.99% beneficial ownership limitation) owned by Mr.

Includes 19,980,614 shares issuable

upon the conversion of shares of Series E Preferred Stock (subject to 4.99% beneficial ownership limitation) owned by Mr.

Includes 20,456,114 shares issuable upon the conversion of shares of Series

E Preferred Stock (subject to 4.99% beneficial ownership limitation) owned by Ms.

Includes 29,260,614 shares issuable upon the conversion of shares of Series

A, B, and D Preferred Stock (subject to 4.99% beneficial ownership limitation) beneficially owned by Mr.

The shares are owned

by GHS Investments, LLC.

Includes 29,260,614 shares issuable upon the conversion of shares of Series

A, B, and D Preferred Stock (subject to 4.99% beneficial ownership limitation) beneficially owned by Mr.

The shares are owned

by GHS Investments, LLC.

Includes 29,260,614 shares issuable upon the conversion of shares of Series

A, B, and D Preferred Stock (subject to 4.99% beneficial ownership limitation) beneficially owned by Mr.

The shares are

owned by GHS Investments, LLC.

The following table sets forth information known

to us regarding the beneficial ownership of our Series A Supervoting Preferred Stock as of April 28, 2025.

to us regarding the beneficial ownership of our Series A Supervoting Preferred Stock as of May 11, 2026.

Title of Class

5 unchanged sentences

Series A Supervoting Preferred Stock

Vidhyadhar Mitta

Karen McNemar

GHS Investments, LLC

The following table sets forth information known

to us regarding the beneficial ownership of our Series B Convertible Preferred Stock as of April 28, 2025.

to us regarding the beneficial ownership of our Series B Convertible Preferred Stock as of May 11, 2026.

Title of Class

7 unchanged sentences

The following table sets forth information known

to us regarding the beneficial ownership of our Series C Convertible Preferred Stock as of April 28,

to us regarding the beneficial ownership of our Series C Convertible Preferred Stock as of May 11, 2026.

Title of Class

5 unchanged sentences

Series C Convertible Preferred Stock

Cambridge MedSpace LLC

The following table sets forth information known

to us regarding the beneficial ownership of our Series D Convertible Preferred Stock as of May 11, 2026.

Title of Class

Name and address of

beneficial owner (1)

Amount and nature of

beneficial ownership

Percent of Class

Series D Convertible Preferred Stock

GHS Investments, LLC

The following table sets forth information known

to us regarding the beneficial ownership of our Series D Convertible Preferred Stock as of May 11, 2026.

Title of Class

Name and address of

beneficial owner (1)

Amount and nature of

beneficial ownership

Percent of Class

Series E Convertible Preferred Stock

Karen McNemar

Vidhyadhar Mitta

Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Transactions

For transactions with our executive officers, please

see the disclosure under “ Item 11.

For transactions with our executive officers,

please see the disclosure under “ Item 11.

Executive Compensation.

1 unchanged sentence

On January 22, 2019, we entered into a Securities

Purchase Agreement with Cambridge MedSpace, LLC, a Massachusetts limited liability company for the purchase of a 5% Secured Convertible

Note in the principal amount of $55,000.

The note was convertible, in whole or in part, into shares of our Common Stock, at any time at

a rate of $0.65 per share with fractions rounded up to the nearest whole share, unless paid in cash at our election.

The note bears interest

at a rate of 5% per annum and interest payments will be made on an annual basis.

Purchase Agreement with Cambridge MedSpace, LLC, a Massachusetts limited liability company of which our Chief Executive Officer and director,

Emmons shares ownership, for the purchase of a 5% Secured Convertible Note in the principal amount of $55,000.

convertible, in whole or in part, into shares of our Common Stock, at any time at a rate of $0.65 per share with fractions rounded up

to the nearest whole share, unless paid in cash at our election.

The note bore interest at a rate of 5% per annum and interest payments

were to be made on an annual basis.

The original maturity date of the note was January 22, 2020.

The note is governed by the SPA and is secured by all our assets (but is not a senior secured note) pursuant to the Security Agreement.

In addition to the issuance of the note, we issued Cambridge MedSpace warrants to purchase one share of our Common Stock for 50% of the

number of shares of Common Stock issuable upon conversion of the note.

Each warrant was originally immediately exercisable at $0.75 per

share and expires on January 22, 2024.

The lender is owned by shareholders of the Company, or their affiliates, including Clifford L.

Emmons, our Chief Executive Officer, Interim Chief Financial Officer, and director.

The note was governed by the Securities

Purchase Agreement and was secured by all our assets (but is not a senior secured note) pursuant to the Security Agreement.

to the issuance of the note, we issued Cambridge MedSpace warrants to purchase one share of our Common Stock for 50% of the number of

shares of Common Stock issuable upon conversion of the note.

Each warrant was originally immediately exercisable at $0.75 per share and

expired on January 22, 2024.

On June 12, 2020, the Company entered into Amendment

4 unchanged sentences

On February 5, 2024 we

entered into the Debt Exchange Agreement with Cambridge MedSpace LLC, an entity of which the Company’s CEO, Clifford L.

Emmons shares

Under the agreement, we agreed to issue to the Lender 57 shares of Series C Preferred Stock in exchange for the forgiveness

of $55,000 of principal and $13,825 of accrued and unpaid interest.

On August 2, 2019, we entered into a Securities Purchase

Agreement with Vidhyadhar Mitta, a director of the Company, for the purchase of a 12% Secured Convertible Note in the principal amount

of up to $125,000.

The note was originally convertible, in whole or in part, into shares of our Common Stock, at any time at a rate of

$0.08 per share with fractions rounded up to the nearest whole share, unless paid in cash at our election.

The note bears interest at

a rate of 12% per annum and interest payments were originally to be made on a quarterly basis.

entered into the Debt Exchange Agreement with Cambridge MedSpace.

Under the agreement, we agreed to issue to the Lender 57 shares of Series

C Preferred Stock in exchange for the forgiveness of $55,000 of principal and $13,825 of accrued and unpaid interest.

On August 2, 2019, we entered into a Securities

Purchase Agreement with Vidhyadhar Mitta, a director of the Company, for the purchase of a 12% Secured Convertible Note in the principal

amount of up to $125,000 (the “ Mitta Note ”).

The note was originally convertible, in whole or in part, into shares

of our Common Stock, at any time at a rate of $0.08 per share with fractions rounded up to the nearest whole share, unless paid in cash

at our election.

The note bears interest at a rate of 12% per annum and interest payments were originally to be made on a quarterly basis.

The note originally matured August 2, 2021.

On August 2, 2019, the first closing of the note occurred pursuant to which we received $75,000.

On September 6, 2019, the second closing

On September 6, 2019, the second closing occurred pursuant to which the Company received $25,000.

On October 16, 2019, the third closing

occurred pursuant to which the Company received $25,000.

On October 16, 2019, the third closing occurred pursuant to which the Company

received $25,000.

The note is governed by the SPA and is secured by

all the assets of the Company (but is not a senior secured note) pursuant to the Security Agreement.

In addition to the issuance of the

note, we issued to the Mr.

The note is governed by the SPA and is secured

by all the assets of the Company (but is not a senior secured note) pursuant to the Security Agreement.

In addition to the issuance of

the note, we issued to the Mr.

Mitta warrants to purchase one share our Common Stock for 50% of the number of shares of Common Stock issuable

3 unchanged sentences

1 to the note with Vidhyadhar Mitta pursuant to which the note was amended to extend the maturity date to August 2, 2022.

Effective August 2, 2022, the Company entered into

Amendment No.

Effective August 2, 2022, the Company entered

into Amendment No.

2 to the note with Vidhyadhar Mitta pursuant to which the note was amended to extend the maturity date to August 2,

Effective August 2, 2024, the Company entered into

Amendment No.

Effective August 2, 2024, the Company entered

into Amendment No.

3 to the note with Vidhyadhar Mitta pursuant to which the note was amended to extend the maturity date to August 2,

Due to adjustments to the conversion price of the

note, the conversion price is currently $0.0008.

On August 6, 2025, the

Company entered into an amendment dated effective August 2, 2025 to the Note extending the maturity date to February 2, 2026.

Upon Closing (as defined below), the Mitta Note

was cancelled and the Security Agreement effective as of August 2, 2019 between Mr.

Mitta and the Company was terminated.

GHS Investments, LLC

GHS Investments, LLC is owned and controlled by Mark S.

Grober, Sarfraz

Hajee, and Matthew L.

Schissler, each of whom has served as a director of the Company since November 5, 2025.

Outstanding Preferred Stock Holdings

As of December 31, 2025, GHS held the following securities of the Company:

(i) 100 shares of Series A Supervoting Preferred Stock (100% of class);

(ii) 583 shares of Series B Convertible Preferred Stock (100%

and (iii) 210 shares of Series D Convertible Preferred Stock (100% of class).

The Series B and Series D Preferred Stock were

originally issued to GHS pursuant to securities purchase agreements entered into prior to the appointment of Messrs.

Grober, Hajee, and

Schissler as directors.

Preferred Equity Financing with GHS Investments, LLC

On March 21, 2025, the Company entered into a Securities Purchase Agreement

with GHS in the amount of up to $210,000 (the “ SPA ”).

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

of up to 210 shares of the Company’s newly-designated Series D Convertible Preferred Stock (the “ Series D Preferred Stock ”).

The initial closing under the SPA consisted of 60 shares of Preferred Stock, stated value $1,200 per share, issued to GHS for an initial

purchase price of $60,000, or $1,000 per share.

At GHS and the Company’s option, and subject to the terms of the SPA and the Certificate

of Designation for the Preferred Stock, additional closings in the aggregate amount of up to 150 shares of Preferred Stock for a total

aggregate purchase price of up to $150,000 may take place.

From March 21, 2025 until present, GHS has purchased 210 shares pursuant to

Reorganization

On October 30, 2025, we entered into a Stock Purchase

Agreement (the “ SPA ”) with GHS, an entity which is owned and controlled by Messrs.

Hajee, Grober, and Schissler who

serve as directors, 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 Supervoting Preferred Stock (the “ Series A Preferred Stock ”).

On 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.

Emmons Exchange Agreement

On October 30, 2025, the Company entered into

a Debt Exchange Agreement (the “ Emmons DEA ”) with Clifford L.

Emmons, 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.

Mitta Exchange Agreement

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

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.

Mitta agreed to cancel 12,000 shares of Series A Preferred

Stock owned by him.

The closing of the Mitta DEA occurred on November 5, 2025.

McNemar Exchange Agreement

On October 30, 2025, the Company entered into

a Debt Exchange Agreement (the “ McNemar DEA ”) with Karen McNemar, it’s former Chief Financial Officer.

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,

Upon Closing, all previous agreements between

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.

Director Independence

13 unchanged sentences

quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements

for the year ended December 31, 2024 were $49,000 and $50,543 for the period ended December 31, 2023.

for the year ended December 31, 2025 were $55,065 and $49,000 for the period ended December 31, 2024, respectively.

Audit-Related Fees

1 unchanged sentence

services by our principal accountants that are reasonably related to the performance of the audit or review of the financial statements,

other than those reported above, for the years ended December 31, 2024 and 2023.

other than those reported above, for the years ended December 31, 2025 and 2024, respectively.

The aggregate fees billed for professional services

rendered by our principal accountants for tax compliance, tax advice and tax planning in the years ended December 31, 2025 were $0 and

$0 in 2024, respectively.

All Other Fees

There were no other fees billed for products or services

provided by the principal accountants, other than those previously reported above, for the years ended December 31, 2024 and 2023.

There were no other fees billed for products or

services provided by the principal accountants, other than those previously reported above, for the years ended December 31, 2025 and

2024, respectively.

Audit Committee

We do not have an Audit Committee;

therefore, the

Board of Directors has considered whether the non-audit services provided by our auditors are compatible with maintaining the independence

the Board of Directors has considered whether the non-audit services provided by our auditors are compatible with maintaining the independence

of our auditors and concluded that the independence of our auditors is not compromised by the provision of such services.

5 unchanged sentences

this Annual Report:

Report of Independent Registered Public Accounting Firm for the years ended December 31, 2024 and 2023

Report of Independent Registered Public Accounting Firm for the year ended December 31, 2025 and 2024

Audited Consolidated Balance Sheets at December 31, 2025 and 2024

Audited Consolidated Statements of Operations for the years ended December 31, 2025 and 2024

Audited Consolidated

Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023

Audited Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024

Audited Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024

Notes to Audited Consolidated Financial Statements

The following exhibits are included with this Annual

The following exhibits are included with this

Annual Report:

Incorporated by Reference

Exchange Agreement dated March 16, 2017, by and among Gotham Capital Holdings, Inc., OXYS Corp.

Incorporated by Reference

Exhibit Description

Securities Exchange Agreement dated March 16, 2017, by and among Gotham Capital Holdings, Inc., OXYS Corp.

and the Shareholders of OXYS Corp.

and Plan of Merger dated July 10, 2017

Articles of Incorporation for IIOT-OXYS, Inc.

for IIOT-OXYS, Inc.

Articles of Merger dated July 14, 2017

Jersey Certificate of Merger dated October 26, 2017

of Amendment to Articles of Incorporation filed with the Nevada Secretary of State effective January 18, 2021

of Designation for Series B Convertible Preferred Stock

of Designation filed with the Nevada Secretary of State on July 2, 2020

of Designation filed with the Nevada Secretary of State on November 9, 2020

of Designation filed with the Nevada Secretary of State on January 18, 2024

Agreement and Plan of Merger dated July 10, 2017

Nevada Articles of Incorporation for IIOT-OXYS, Inc.

Bylaws for IIOT-OXYS, Inc.

Nevada Articles of Merger dated July 14, 2017

New Jersey Certificate of Merger dated October 26, 2017

Articles of Exchange

Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State effective January 18, 2021

Certificate of Designation for Series B Convertible Preferred Stock

Certificate of Designation filed with the Nevada Secretary of State on July 2, 2020

Certificate of Designation filed with the Nevada Secretary of State on November 9, 2020

Certificate of Designation filed with the Nevada Secretary of State on January 18, 2024

Amendment No.

1 to the Certificate of Designation filed with the Nevada Secretary of State on February 12, 2024

Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State effective September 3, 2025

Certificate of Designation for Series E Convertible Preferred Stock

2017 Stock Incentive Plan

2019 Stock Incentive Plan

of 12% Senior Secured Convertible Note

1 to the 12% Senior Secured Convertible Promissory Note Issued to Sergey Gogin on January 22, 2018

dated January 28, 2021 to Senior Secured Convertible Promissory Note with Sergey Gogin

dated December 14, 2021 to Senior Secured Convertible Promissory Note with Sergey Gogin

dated March 14, 2022 to Senior Secured Convertible Promissory Note with Sergey Gogin

5 to 12% Senior Secured Convertible Promissory Note dated effective March 1, 2023 with Sergey Gogin

of Securities Purchase Agreement

of Security and Pledge Agreement

1 to the Warrant Agreement Issued to Sergey Gogin on January 22, 2018

of 12% Senior Secured Convertible Note

1 to Senior Secured Convertible Promissory Note with Catalytic Capital LLC

dated January 28, 2021 to Senior Secured Convertible Promissory Note with Catalytic Capital, LLC

1 to Senior Secured Convertible Promissory Note with YVSGRAMORAH LLC

dated January 28, 2021 to Senior Secured Convertible Promissory Note with YVSGRAMORAH LLC

dated December 14, 2021 to Senior Secured Convertible Promissory Note with YVSGRAMORAH LLC

dated March 14, 2022 to Senior Secured Convertible Promissory Note with YVSGRAMORAH LLC

5 to 12% Senior Secured Convertible Promissory Note dated effective March 1, 2023 with YVSGRAMORAH LLC

of Securities Purchase Agreement

of Security and Pledge Agreement

Purchase Agreement with Cambridge MedSpace, LLC dated January 22, 2019

Convertible Secured Note with Cambridge MedSpace, LLC dated January 22, 2019

Agreement with Cambridge MedSpace, LLC dated January 22, 2019

Purchase Agreement with Vidhyadhar Mitta dated August 2, 2019

Convertible Secured Note with Vidhyadhar Mitta dated August 2, 2019

1 to the 12% Secured Convertible Promissory Note dated effective August 2, 2021 with Vidhyadhar Mitta

2 to the 12% Secured Convertible Promissory Note dated effective August 2, 2022 with Vidhyadhar Mitta

Agreement with Vidhyadhar Mitta dated August 2, 2019

Agreement with Vidhyadhar Mitta dated September 6, 2019

Agreement with Vidhyadhar Mitta dated October 16, 2019

Financing Agreement dated November 1, 2021 with GHS Investments, LLC

Rights Agreement dated November 1, 2021 with GHS Investments, LLC

$75,000 Convertible Promissory Note dated July 29, 2020 issued to GHS Investments LLC

Extension No.

1 to Convertible Promissory Note dated April 29, 2021 ($75,000) with GHS Investments LLC

Amendment No.

2 dated November 4, 2021 to $75,000 Convertible Promissory Note issued to GHS Investments LLC

Amendment No.

3 dated April 29, 2022 to $75,000 Convertible Promissory Note issued to GHS Investments LLC

Extension No.

4 to the Convertible Promissory Note issued July 29, 2020 with GHS Investments LLC

Collaboration

Agreement effective March 18, 2020 with Aingura IIoT, S.L.

Fee Agreement dated August 17, 2023 with J.H.

Darbie & Co., Inc.

Forgiveness Agreement with Clifford L.

Promissory Extension dated May 14, 2025 with GHS Investments, LLC

Promissory Note Extension dated October 29, 2025 with GHS Investments, LLC

Securities Purchase Agreement dated November 16, 2020 with GHS Investments, LLC

Securities Purchase Agreement dated August 24, 2023 with GHS Investments, LLC

Common Stock Purchase Agreement dated February 24, 2021 with GHS Investments, LLC

Securities Purchase Agreement dated October 3, 2024 with GHS Investments, LLC

Securities Purchase Agreement dated March 21, 2025 with GHS Investments, LLC

Amendment No.

2 dated December 1, 2025 to the Securities Purchase Agreement with GHS Investments, LLC

Stock Purchase Agreement dated October 30, 2025 with GHS Investments

Securities Purchase Agreement dated March 6, 2026 with GHS Investments, LLC

Debt Forgiveness Agreement with Clifford L.

Emmons effective as of December 31, 2019

Forgiveness Agreement with Karen McNemar effective as of December 31, 2019

Purchase Agreement dated November 16, 2020 with GHS Investments, LLC

Purchase Agreement dated August 24, 2023 with GHS Investments, LLC

Agreement Dated November 9, 2020 with Clifford L.

Agreement Dated November 9, 2020 with Vidhyadhar Mitta

Agreement Dated November 9, 2020 with Karen McNemar

Stock Purchase Agreement dated February 24, 2021 with GHS Investments, LLC

Contract dated Effective April 1, 2022 with Clifford L.

Contract dated Effective April 1, 2022 with Karen McNemar

Exchange Agreement Dated November 9, 2020 with Clifford L.

Employment Contract dated Effective April 1, 2022 with Clifford L.

Debt Exchange Agreement dated October 30, 2025 with Clifford L.

Debt Forgiveness Agreement with Karen McNemar effective as of December 31, 2019

Consulting Agreement dated October 30, 2025 with Clifford L.

Debt Exchange Agreement dated February 5, 2024 with Cambridge MedSpace LLC

3 to the 12% Secured Convertible Promissory Note dated effective August 2, 2024 with Vidhyadhar Mitta

Securities Purchase Agreement dated October 3, 2024 with GHS Investments, LLC

from Haynie & Company Dated December 1, 2023 Regarding Change in Certifying Accountant

of Subsidiaries

Rule 13a-14(a)

Certification by Principal Executive Officer

Rule 13a-14(a)

Certification by Principal Financial and Accounting Officer

Certification of Principal Executive Officer

Certification of Principal Financial and Accounting Officer

Exchange Agreement Dated November 9, 2020 with Karen McNemar

Employment Contract dated Effective April 1, 2022 with Karen McNemar

Debt Exchange Agreement dated October 30, 2025 with Karen McNemar

Exchange Agreement Dated November 9, 2020 with Vidhyadhar Mitta

Debt Exchange Agreement dated October 30, 2025 with Vidhyadhar Mitta

Debt Exchange Agreement dated October 30, 2025 with Sergey Gogin and YVSGRAMORAH, LLC

Finder’s Fee Agreement dated August 17, 2023 with J.H.

Darbie & Co., Inc.

Finder’s Fee Agreement dated March 13, 2025 with J.H.

Darbie & Co., Inc.

Collaboration Agreement effective March 18, 2020 with Aingura IIoT, S.L.

Asset Transfer Agreement dated October 29, 2025 with Aingura IIoT, S.L.

Code of Ethics

Letter from Haynie & Company Dated December 1, 2023 Regarding Change in Certifying Accountant

List of Subsidiaries

Rule 13a-14(a) Certification by Principal Executive Officer

Rule 13a-14(a) Certification by Principal Financial and Accounting Officer

Section 1350 Certification of Principal Executive Officer and Principal Financial and Accounting Officer

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data

File (formatted in iXBRL, and included in exhibit 101)

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

_________________

*Management contract or compensatory plan or arrangement.

+Furnished not filed.

Form 10-K Summary.

SIGNATURE PAGE FOLLOWS

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

IIOT-OXYS, INC.

1 unchanged sentence

Emmons, Chief Executive Officer

(Principal Executive Officer)

April 30 , 2025

/s/ Karen McNemar

Karen McNemar, Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the date indicated.

(Principal Executive Officer and Principal Financial and Accounting Officer)

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and

in the capacities and on the date indicated.

/s/ Clifford L.

Director and Chief Executive Officer (Principal Executive Officer)

April 30, 2025

/s/ Karen McNemar

Karen McNemar

Interim Chief Financial Officer (Principal Financial and Accounting Officer

April 30, 2025

/s/ Vidhyadhar Mitta

April 30, 2025

Vidhyadhar Mitta

Director and Chief Executive Officer

(Principal Executive Officer and Principal Financial and Accounting Officer)

/s/ Sarfraz Hajee

Sarfraz Hajee

/s/ Mark Grober

/s/ Matthew Schissler

Matthew Schissler

INDEX TO FINANCIAL STATEMENTS

2 unchanged sentences

Audited Consolidated Statements of Operations for the years ended December 31, 2025 and 2024

Audited Consolidated Statements of

Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023

Audited Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024

Audited Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024

16 unchanged sentences

As discussed in Note 1 to the financial statements, the Company has

an accumulated deficit, continuing operating losses, and a working capital deficit.

These factors, among others, raise substantial doubt

about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

had recurring net losses, a significant working capital deficit, and negative cash flows from operations.

These factors, among others,

raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these

matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this

Basis for Opinion

34 unchanged sentences

As discussed in Note 5 and Note 8, the

Company has outstanding Series B and Series C Convertible Preferred Stock that is required to be analyzed pursuant to ASC 815, Derivatives

Management uses an option pricing model to evaluate the fair value of its derivative liabilities, which requires management

to make assumptions related to fair value measurements.

Calculations and accounting for these features require management’s judgments

related to initial and subsequent recognition of the debt and related features, use of a valuation model, and value of the inputs used

in the selected valuation model.

Company has outstanding Series B, Series C, and Series D, Convertible Preferred Stock that is required to be analyzed pursuant to ASC

815, Derivatives and Hedging.

Management uses an option pricing model to evaluate the fair value of its derivative liabilities, which

requires management to make assumptions related to fair value measurements.

Calculations and accounting for these features require management’s

judgments related to initial and subsequent recognition of the debt and related features, use of a valuation model, and value of the inputs

used in the selected valuation model.

How We Addressed the Matter

1 unchanged sentence

evaluation of the Company’s accounting for these instruments included the following, among others:

o We obtained an understanding of management’s process and methodology.

o We independently evaluated the inputs utilized by management in order to determine the relevance and reliability

of data used.

o We evaluated the underlying contracts and agreements and recalculated the fair value of derivative liabilities

and related disclosures.

We obtained an understanding of management’s process and methodology.

We independently evaluated the inputs utilized by management in order to determine the relevance and reliability of data used.

We evaluated the underlying contracts and agreements and recalculated the fair value of derivative liabilities and related disclosures.

Fruci & Associates II , PLLC – PCAOB ID #0 5525

1 unchanged sentence

Spokane, Washington

April 30, 2025

PART I—FINANCIAL INFORMATION

Financial Statements

IIOT-OXYS, Inc.

and Subsidiaries

Balance Sheets

Consolidated Balance Sheets

December 31, 2025

2 unchanged sentences

Cash and cash equivalents

Accounts receivable, net

Prepaid expenses and other current assets

11 unchanged sentences

Total Current Liabilities

Notes payable

Notes payable, net of current

Due to stockholders

1 unchanged sentence

Commitments and Contingencies (Note 4)

Series B Convertible

Preferred Stock, 600

Series B Convertible Preferred Stock, 600

shares designated, $ 0.001

1 unchanged sentence

stated value;

shares and 516

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

Liquidation preference of $ 694,800

Liquidation preference $ 699,600

and $ 694,800

5 unchanged sentences

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

Liquidation preference of $ 68,400

Liquidation preference $ 68,400

at December 31, 2025 and 2024, respectively

Series D Convertible Preferred Stock, 259 shares designated, $ 0.001 Par Value, $ 1,200 stated value;

210 shares and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively.

Liquidation preference $ 252,200 and $ 0 at December 31, 2025 and 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 December 31, 2024 and 2023, respectively

Series A Preferred Stock, 100 shares and 25,845 shares issued and outstanding at December 31, 2025 and 2024, respectively

Series E Preferred Stock, 1,207 shares and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively

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

7 unchanged sentences

( 3,347,179 )

Total Liabilities and Stockholders' Equity

The accompanying notes

are an integral part of these consolidated financial statements.

Total Liabilities and Stockholders' Equity (Deficit)

The accompanying notes are an integral part of

these audited consolidated financial statements.

IIOT-OXYS, Inc.

and Subsidiaries

Statements of Operations

For The Year Ended December 31,

Consolidated Statements of Operations

For The Years Ended December 31,

Cost of Sales

1 unchanged sentence

Amortization of intangible assets

General and administrative

Write-down of intangible assets

Professional fees

Other general and administrative

Total Operating Expenses

Other Income (Expense)

Loss on change in FMV of derivative liability

Loss on derivatives

Interest income

Gain (loss) on change in FMV of derivative liability

Loss on derivative

Gain on extinguishment of debt

Interest expense

1 unchanged sentence

Net Loss Before Income Taxes

( 1,067,929 )

Provision for Income Tax

7 unchanged sentences

Weighted Average Shares Outstanding Attributable to Common Stockholders - Basic and Diluted

The accompanying notes are an integral part of these consolidated

financial statements.

The accompanying notes are an integral part of

these audited consolidated financial statements.

IIOT-OXYS, Inc.

and Subsidiaries

Consolidated Statements of Stockholders' Equity (Deficit)

Paid-In Capital

Stockholders' Equity (Deficit)

Consolidated Statements of Stockholders' Equity

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders' Equity (Deficit)

Balance - December 31, 2023

1 unchanged sentence

$ ( 2,623,264 )

Common stock issued for financing commitments

Sales commissions paid on capital raise

Common stock issued for services

Common stock issued for settlement of accrued interest on note payable

Common stock issued for conversion of convertible note payable

Loss on extinguishment of notes payable

( 1,136,460 )

Common stock issued for conversion of convertible note payables

Sales commission paid on capital raise

Convertible preferred stock dividend

Balance - December 31, 2024

1 unchanged sentence

( 3,347,179 )

Common stock issued for conversion of convertible note payable

Cancellation of Series A Preferred Stock as a result of change in control

Issuance of Series A Preferred Stock as a result of change in control

Issuance of Series E Preferred Stock in settlement of payables to related parties

Common stock issued to related parties for services

Common stock issued for services

Sales commissions paid on capital raise

Common shares issued in settlement of accounts payable

Convertible preferred stock dividend

Balance - December 31, 2025

1 unchanged sentence

( 3,330,032 )

The accompanying notes are an

integral part of these consolidated financial statements.

The accompanying notes are an integral part of

these audited consolidated financial statements.

IIOT-OXYS, Inc.

and Subsidiaries

Statements of Cash Flows

For the Year Ended December 31,

Consolidated Statements of Cash Flows

For the Years Ended December 31,

Cash Flows from Operating Activities

1 unchanged sentence

$ ( 764,655 )

Adjustments to reconcile net loss to net cash used in operating activities

Stock compensation expense for services

Amortization of debt discount on notes payable and preferred stock

Adjustments to reconcile net loss to net cash (used in) provided by operating activities

Amortization of intangible assets

Loss on change in FMV of derivatives

Loss on extinguishment of notes payable

Write-down of intangible assets

Common stock issued for services

Amortization of debt discount on Series B and D Preferred Stock

(Gain) loss on change in fair value of derivative liability

Changes in Operating Assets and Liabilities

1 unchanged sentence

Decrease in prepaid expenses and other current assets

Increase in accounts payable

(Decrease) Increase in accounts payable

Increase in accrued liabilities

Increase in derivative liability

Decrease in unearned interest

Increase in shares payable to related parties

(Decrease) increase in shares payable to related parties

Increase in salaries payable to related parties

Net Cash Used in Operating Activities

Cash Flows from Investing Activities

Cash paid for note receivable

Cash Flows Used in Investing Activities

Net Cash Used in Investing Activities

Cash Flows from Financing Activities

Cash received from sale of common stock, net

Cash received from sale of Series B Preferred Stock

Cash payments of offering costs

Cash received from sale of Series D Preferred Stock

Cash paid for offering costs

Net Cash Provided by Financing Activities

Net Increase (Decrease) in Cash and Cash Equivalents

Net Increase in Cash and Cash Equivalents

Cash and Cash Equivalents - Beginning of Period

5 unchanged sentences

Conversion of convertible notes payable and derivative liabilities

Deferred financing cost on notes payable

The accompanying notes are an integral part of these consolidated financial

Common stock issued in settlement of accounts payable

Issuance of Series E Preferred stock in settlement of compensation

The accompanying notes are an integral part of

these audited consolidated financial statements.

IIOT-OXYS, Inc.

2 unchanged sentences

December 31, 2025 and 2024

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION

AND GOING CONCERN

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

1 unchanged sentence

from a wide variety of industrial systems and machines.

On October 30, 2025, the Company had a change

of control in management, and the Company and its debtholders mutually agreed to convert convertible promissory notes due, and compensation

due to officers in exchange for issuance of Series E Preferred Stock in full settlement of all balances due (Note 4, Note 5, Note 7 and

Basis of Presentation

31 unchanged sentences

Going Concern

The accompanying 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 $ 2,477,428 , net loss incurred for the year ended December

31, 2024 of $ 764,655 , 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.

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.

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 $ 2,309,032 , net loss incurred for the year ended

December 31, 2025 of $ 1,441,260 , 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 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

6 unchanged sentences

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

The following summary of the significant

accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements.

accounting policies conform to the generally accepted accounting principles (the “GAAP”) in all material respects and

have been consistently applied in preparing the accompanying consolidated financial statements.

The following summary of the significant accounting

policies of the Company is presented to assist in the understanding of the Company’s financial statements.

These accounting policies

conform to the generally accepted accounting principles (the “GAAP”) in all material respects and have been consistently applied

in preparing the accompanying consolidated financial statements.

Cash and Cash Equivalents

1 unchanged sentence

reported a cash balance of $ 26,342 and $ 23,593 as of December 31, 2025 and 2024, respectively.

Receivable and Allowance for Doubtful Accounts

Trade accounts

receivable are carried at original invoice amount less an estimate made for doubtful accounts.

The Company determines the allowance for

doubtful accounts by identifying potential troubled accounts and by using historical experience and future expectations applied to an

aging of accounts and follows the guidelines and processes of measuring both current and expected future credit losses.

Trade accounts

receivable are written off when deemed uncollectible.

Recoveries of trade accounts receivable previously written off are recorded as income

when received.

The Company adopted and implemented Accounting Standards Codification (“ASC”) Topic 326 Financial Instruments

– Credit Losses during 2023 which has no impact on the financial statements as of December 31, 2024.

Accounts Receivable and Allowance for Doubtful

Trade accounts receivable are carried at original

invoice amount less an estimate made for doubtful accounts.

The Company determines the allowance for doubtful accounts by identifying

potential troubled accounts and by using historical experience and future expectations applied to an ageing of accounts and follows the

guidelines and processes of measuring both current and expected future credit losses.

Trade accounts receivable are written off when deemed

uncollectible.

Recoveries of trade accounts receivable previously written off are recorded as income when received.

The Company adopted

and implemented Accounting Standards Codification (“ASC”) Topic 326 Financial Instruments – Credit Losses during

2023 which has no impact on the financial statements as of December 31, 2025 and 2024, respectively.

There was no allowance

8 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

19 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.

Concentration of Credit Risk

Financial instruments that potentially expose the

Company to concentrations of risk consist primarily of cash and cash equivalents which are generally not collateralized.

Financial instruments that potentially expose

the Company to concentrations of risk consist primarily of cash and cash equivalents which are generally not collateralized.

The Company’s

3 unchanged sentences

2024, the Company had no amounts in excess of the FDIC insurance limit.

Fair Value of Financial Instruments and Fair

Value Measurements

ASC 820, “ Fair Value Measurements and Disclosures”, requires

an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

ASC 820 establishes

a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value.

instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair

value measurement.

ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Fair Value of Financial Instruments and

Fair Value Measurements

ASC 820, “ Fair Value Measurements and

Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when

measuring fair value.

ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the

inputs used to measure fair value.

A financial instrument’s categorization within the fair value hierarchy is based upon the lowest

level of input that is significant to the fair value measurement.

ASC 820 prioritizes the inputs into three levels that may be used to

measure fair value:

Level 1 applies to assets or liabilities for which

16 unchanged sentences

of their nature and respective maturity dates or durations.

accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Income Taxes” .

and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary

differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards.

Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws.

The Company records a valuation allowance

to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

follows the provisions of ASC 740-10, “ Accounting for Uncertain Income Tax Positions .” When tax returns are filed,

it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject

to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.

In accordance

with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based

on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including

the resolution of appeals or litigation processes, if any.

30, 2025 , the Company had a change of control in management and mutually agreed to cancel the three equity incentive plans (a)

952,212 unissued shares of common stock pursuant to the 2017 Plan, (b) 1,470,000 unissued shares of common stock pursuant to the 2019

Plan, and (c) 5,700,000 unissued shares of common stock pursuant to the 2022 Plan.

At December 31, 2025, 0 shares of common stock remain

unissued pursuant to the 2017 Plan, 2019 Plan and 2022 Plan.

All three equity incentive plans were terminated effective December 31, 2025.

The Company accounts for income taxes using the

asset and liability method in accordance with ASC 740, “ Income Taxes” .

The asset and liability method provide that

deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial

reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards.

Deferred tax assets and liabilities

are measured using the currently enacted tax rates and laws.

The Company records a valuation allowance to reduce deferred tax assets to

the amount that is believed more likely than not to be realized.

The Company follows the provisions of ASC 740-10,

“ Accounting for Uncertain Income Tax Positions .” When tax returns are filed, it is highly certain that some positions

taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position

taken or the amount of the position that would be ultimately sustained.

In accordance with the guidance of ASC 740-10, the benefit of

a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes

it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes,

Tax positions taken are not offset or aggregated with other positions.

positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than

50 percent likely of being realized upon settlement with the applicable taxing authority.

The portion of the benefits associated with

tax positions taken that exceed the amount measured as described above should be reflected as a liability for unrecognized tax benefits

in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities

upon examination.

Tax positions that meet the more-likely-than-not recognition

threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with

the applicable taxing authority.

The portion of the benefits associated with tax positions taken that exceed the amount measured as described

above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any

associated interest and penalties that would be payable to the taxing authorities upon examination.

Debt and Convertible Preferred Stock

When the Company

issues convertible debt or convertible preferred stock, it first evaluates 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.

January 1, 2022, the Company early adopted ASU 2020-06, “ Debt—Debt with Conversion and Other

Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own

Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” using

the modified retrospective method of adoption.

ASU 2020-06 simplifies the accounting for convertible instruments by removing certain

separation models in Subtopic 470- 20, Debt—Debt with Conversion and Other Options , for convertible instruments.

Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments

with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that

do not result in substantial premiums accounted for as paid-in capital.

Consequently, a convertible debt instrument will be

accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition

as derivatives.

By removing those separation models, the interest rate of convertible debt instruments typically will be closer to

the coupon interest rate when applying the guidance in Topic 835, Interest .

Company issues convertible debt or convertible preferred stock, it first evaluates 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.

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.

January 1, 2022, the Company early adopted ASU 2020-06, “ Debt—Debt with Conversion and Other Options (Subtopic

470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible

Instruments and Contracts in an Entity’s Own Equity” using the modified retrospective method of adoption.

ASU 2020-06 simplifies

the accounting for convertible instruments by removing certain separation models in Subtopic 470- 20, Debt—Debt with Conversion

and Other Options , for convertible instruments.

Under ASU 2020-06, the embedded conversion features are no longer separated from the

host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic

815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital.

Consequently, a convertible

debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation

and recognition as derivatives.

By removing those separation models, the interest rate of convertible debt instruments typically will

be closer to the coupon interest rate when applying the guidance in Topic 835, Interest .

The Company accounts for its Convertible

Notes as single liabilities measured at amortized cost.

As a result, the adoption of the guidance had a material impact on the

consolidated financial statements and accompanying notes, resulting in adjustments of $371,125, $313,976 and $57,149 to the opening

balance of additional paid-in capital, retained earnings, and long-term debt, respectively, as of January 1, 2022.

The Company has

updated its debt note (Note 5) with additional and modified disclosures as required by the standard upon adoption

As a result, the adoption of the guidance had a material impact on the consolidated

financial statements and accompanying notes, resulting in adjustments of $371,125, $313,976 and $57,149 to the opening balance of additional

paid-in capital, retained earnings, and long-term debt, respectively, as of January 1, 2022.

The Company has updated its debt note (Note 5)

with additional and modified disclosures as required by the standard upon adoption

Segment Information

2 unchanged sentences

decisions about allocating resources based on financial data presented on a consolidated basis.

Because our CODM evaluates financial

performance on a consolidated basis, the Company has determined that it operates as a single reportable segment composed of the

financial results of IIOT-OXY, Inc.

(see Note 9 ).

The Company is devoting all its

efforts to identifying technologies in developing and marketing engineered products, software and services for applications in the

Industrial Internet, which involves collecting and processing data collected from a wide variety of industrial systems and machines.

The Company’s CODM has determined that it operates as a single

reportable segment.

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.

The Company adopted the ASU 2023-09 as of January 1, 2024 and it did not have an impact of the adoption of

ASU 2023-09 on its consolidated financial statements.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended

to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

disclosures requirements included in ASU 2023-07 are required for all public entities, including those with a single reportable segment.

ASU 2023-07 is effective for annual periods beginning after December 15, 2024, on a retrospective basis, and early adoption is permitted.

The Company adopted the ASU 2023-07 and it did not have an impact on its consolidated financial statements.

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 adopted the ASU 2023-09 as of January 1, 2024 and it did not have an impact of the adoption

of ASU 2023-09 on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03 – Income Statement

– Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40);

Disaggregation of Income Statement

ASU 2024-03 is effective for public business entities for annual periods beginning after December 15, 2026.

is currently evaluating the impact, if any, that the updated standard will have on the consolidated financial statements.

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 $ 149,449 and $ 199,085 at December 31, 2024 and December 31, 2023, respectively.

amounted to $ 0 and $ 149,449 as of December 31, 2025 and 2024, respectively.

Schedule of intangible assets

Intangible Assets

Write-down of intangible assets

Accumulated amortization

Intangible Assets, net

The Company determined that none of its intangible

assets were impaired as of December 31, 2024 and 2023, 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 $ 49,636 and $ 49,500 for

the years ended December 31, 2024 and 2023, respectively.

The following table summarizes the Company’s

estimated future amortization expense of intangible assets with finite lives as of December 31, 2024:

Schedule of estimated future amortization expense of intangible assets

The Company determined that its intangible assets

were impaired totaling $ 99,949 and $ 0 for the years ended December 31, 2025 and 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 $ 49,500 and $ 49,636 for the

years ended December 31, 2025 and 2024, respectively.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

The authorized shares

pursuant to the 2017 Stock Incentive Plan were 4,500,000 shares, and per 2019 Stock Incentive Plan were 5,000,000 shares.

All the consulting

agreements have been terminated, and shares have been issued in conjunction with the related separation agreements.

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 December 31, 2024 and

2023, and 3,530,000 shares were vested and issued per the Company’s 2019 Stock Incentive Plan as of December 31, 2024 and 2023,

respectively.

In the event that the agreement is terminated by either

party pursuant to the terms of the agreement, all unvested shares which have been earned shall vest on a pro-rata basis as of the effective

date of the termination of the agreement and all unearned, unvested shares shall be terminated.

The value of the shares was assigned at

fair market value on the effective date of the agreement and the pro-rata number of shares earned was calculated and amortized at the

end of each reporting period.

pursuant to the 2017 Stock Incentive Plan (“2017 Plan”) were 4,500,000 shares, and per 2019 Stock Incentive Plan (“2019

Plan”) were 5,000,000 shares.

The consulting agreements with two consultants have been terminated and shares have been issued in

conjunction with the related separation agreements.

The vested shares related to the three advisors and the executive officers have not

yet been issued in full and therefore remain a liability.

According to the terms of the agreements, 3,547,788 shares were vested and issued

per the Company’s 2017 Plan as of December 31, 2025 and 2024, and 3,530,000 shares were vested and issued per the Company’s

2019 Plan as of December 31, 2025 and 2024, respectively.

In the event that a consulting agreement is terminated

by either party pursuant to the terms of the agreement, all unvested shares which have been earned shall vest on a pro-rata basis as of

the effective date of the termination of the agreement and all unearned, unvested shares shall be terminated.

The value of the shares

was assigned to a fair market value on the effective date of the agreement and the pro-rata number of shares earned was calculated and

amortized at the end of each reporting period.

On March 18, 2022, the Company adopted 2022 Stock

Incentive Plan and reserved 20,000,000 shares of common stock for incentivizing its management team.

Pursuant to the terms of the 2022

Plan, 8,100,000 shares of common stock were vested, and 3,100,000 shares were issued as of December 31, 2024 and 2023, respectively.

Incentive Plan (“2022 Plan”) and reserved 20,000,000 shares of common stock for issuance to incentivize its management team.

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 December 31, 2025 and 2024, respectively.

100,000 shares vested remained to be issued to an advisor pursuant to 2022 Plan as of

December 31, 2025.

On October 30, 2025, the Company had a change

in control of management and all unvested shares pursuant to the 2017 Plan, 2019 Plan, and 2022 Plan were forfeited and cancelled.

Board of Directors subsequently terminated each of the 2017 Plan, the 2019 Plan, and the 2022 Plan effective December 31, 2025.

December 31, 2025, there were no unvested shares remaining under any of the Plans.

Employment Agreement – CEO

7 unchanged sentences

The Company awarded the CEO

an aggregate of 7,000,000 shares of the Company’s common stock under the 2022 Stock Incentive Plan, which will vest (i) 1,500,000

shares on April 1, 2023, (ii) 2,500,000 shares on April 1, 2024, and (iii) 3,000,000 shares on April 1, 2025.

The shares are valued at

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

The Company has recorded $ 279,352 and $ 199,053

in salaries payable to the CEO as of December 31, 2024 and 2023, respectively.

an aggregate of 7,000,000 shares of the Company’s common stock under the 2022 Plan, which will vest (i) 1,500,000 shares on April

1, 2023, (ii) 2,500,000 shares on April 1, 2024, and (iii) 3,000,000 shares on April 1, 2025.

The shares are valued at 90% of the average

market price of the shares of 30 trading days at the end of each quarter.

The Company recorded $ 353,939 and $ 279,352 in salaries payable

to the CEO as of October 30, 2025 and December 31, 2024, respectively.

On October 30, 2025, the Company had a change in control of the

management, and the Employment Agreement of the CEO was terminated.

The Company and the CEO mutually agreed to settle the past due salary

payable of $ 353,939 , and reimbursable expenses and incentives of $ 33,303 , in exchange for 269 shares of Series E Preferred Stock (Note

Employment Agreement – COO/Interim CFO

6 unchanged sentences

reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the following month.

The Company awarded the COO/Interim CFO an aggregate of 7,000,000 shares of the Company common stock under the 2022 Stock Incentive Plan,

which will vest (i) 1,500,000 shares on April 1, 2023, (ii) 2,500,000 shares on April 1, 2024, and (iii) 3,000,000 shares on April 1,

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 $ 263,041 and $ 181,526 in salaries payable to the COO/Interim CFO as of December 31, 2024 and 2023, respectively.

The Company awarded the COO/Interim CFO an aggregate of 7,000,000 shares of the Company common stock under the 2022 Plan, which will vest

(i) 1,500,000 shares on April 1, 2023, (ii) 2,500,000 shares on April 1, 2024, and (iii) 3,000,000 shares on April 1, 2025.

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

The Company recorded $ 309,603

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

On October 30, 2025,

the Company had a change in control of the management, and the Employment Agreement of the CEO was terminated.

The Company and the COO/Interim

CFO mutually agreed to settle the past due salary payable of $ 309,603 , and reimbursable expenses of $ 13,666 , in exchange for 269 shares

of Series E Preferred Stock (Note 8).

NOTE 5 – CONVERTIBLE NOTES PAYABLE

The following table summarizes the outstanding balance

of convertible notes payable, interest and conversion rates as of December 31, 2024 and 2023, respectively.

The following table summarizes the outstanding

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

Schedule of outstanding

1 unchanged sentence

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 5% per annum, convertible at any time into shares of common stock at $0.00084 per share.

Interest is payable annually with the balance of principal and interest due on maturity on March 1, 2024.

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.

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

Convertible note payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.0006 per share.

Interest is payable quarterly with the balance of principal and interest due on maturity on August 2, 2025.

Interest is payable.

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

5 unchanged sentences

Long term portion

January 18, 2018 Convertible Note (“Note

On March 14, 2022, the noteholder of Note A

agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange

for the reduction of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note A) including

penalties were waived, and all future Events of Default (as defined in the Note A) pertaining to the future payment of interest were

waived through maturity.

On July 21, 2023, the noteholder of Note A agreed to extend the maturity date to March 1, 2024 and then

Note A was automatically extended for a one-year term to March

1, 2026 unless written notice of objection was provided by the noteholder.

The Note A is convertible into shares of common

stock at the lowest closing VWAP of the share price or $0.001 per share during the look back period of 10 days prior to the

conversion date, provided:

January 18, 2018 Convertible Note and Warrants (“Note

On March 14, 2022, the noteholder of Note A agreed

to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction

of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note A) including penalties were waived,

and all future Events of Default (as defined in the Note A) pertaining to the future payment of interest were waived through maturity.

On July 21, 2023, the noteholder of Note A agreed to extend the maturity date to March 1, 2024 and then Note A was automatically extended

for one-year term to March 1, 2026 unless written notice of objection was provided by the noteholder.

The Note A is convertible into shares

of common stock at the lowest VWAP or $0.001 per share during the look back period of 10 days prior to the conversion date, provided:

Upon request of the noteholder of Note A, the Company shall issue twenty thousand dollars ($20,000) worth of common shares (the “1 st Incentive Shares) and the price per 1 st Incentive Share shall be the Volume-Weighted Average Price (VWAP) per common share of the Company (subject to adjustments) for the previous ten trading days.

6 unchanged sentences

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 $ 24,667 and

$ 24,600 for the years ended December 31, 2024 and 2023, respectively.

Accrued interest payable on Note A was $ 209,135 and $ 184,468 as

of December 31, 2024 and December 31, 2023, respectively.

The principal balance payable on Note A amounted to $ 205,000 at December 31,

On October 30, 2025, the Company had a change

of control in management, and mutually agreed with the holder of Note A to convert the principal balance of Note A of $ 205,000 and accrued

interest of $ 229,511 as of date, in exchange for issuance of 407 shares of Series E Preferred Stock in full settlement of all balances

due to Note A holder (Note 8).

The Company recorded interest expense of $ 20,376

and $ 24,667 for the years ended December 31, 2025 and 2024, respective.

Accrued interest payable on Note A was $ 0 and $ 209,135 as of December

31, 2025 and 2024, respectively.

January 2019 Convertible Note (“Note B”)

Effective March 1, 2021, the noteholder of Note B

agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to March 1, 2024, and all prior Events of Default

(as defined in the Note B) including penalties were waived, and all other terms of Note B remain the same.

On February 5, 2024, the Company and the noteholder

of Convertible Promissory Note B entered into a Debt Exchange Agreement to convert $ 55,000 principal balance of Note B and $ 13,825 of

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

In exchange for the cancellation of all indebtedness of

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

issue to noteholder B, 57 shares of the Company’s Series C convertible preferred stock, at the stated value of $1,200 per share

(See Note 8).

The Series C Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount

equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion.

Based on the requirements of ASC 815, Derivatives

and Hedging , the conversion feature represents an embedded derivative that is required to be bifurcated and accounted for as a separate

derivative liability.

The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each

conversion event and reporting period.

Changes in the derivative liability fair value are reported in operating results each reporting

The Company recorded interest expense of $ 693 and

$ 2,750 for the years ended December 31, 2024 and 2023, respectively.

This note and accrued interest was due to a related party.

interest payable on Note B totaled $ 0 and $ 13,592 as of December 31, 2024 and 2023, respectively.

The principal balance payable on Note

B amounted to $ 0 and $ 55,000 at December 31, 2024 and 2023, respectively.

March 2019 Convertible Note

March 2019 Convertible Note and Warrants

On March 14, 2022, the noteholder of Note D agreed

3 unchanged sentences

On July 21, 2023, the noteholder of Note D agreed to extend the maturity date to March 1, 2024 and then Note D was automatically extended

for a one-year term to March 1, 2026 unless written notice of objection was provided by the noteholder.

The Note D is convertible into

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

The Company recorded interest expense of $ 6,016 and

$ 6,000 for the year ended December 31, 2024 and 2023, respectively.

Accrued interest payable on Note D totaled $ 32,714 and $ 26,697 at

December 31, 2024 and 2023, respectively.

The principal balance payable on Note D amounted to $ 50,000 at December 31, 2024 and 2023, respectively.

Convertible Note (“Note E”)

for one-year term to March 1, 2026 unless written notice of objection was provided by the noteholder.

The Note D is convertible into shares

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

On October 30, 2025, the Company had a change

of control in management, and mutually agreed with the holder of Note D to convert the principal balance of Note D of $ 50,000 and accrued

interest of $ 37,684 as of date, in exchange for issuance of 82 shares of Series E Preferred Stock in full settlement of all balances due

to Note D holder (Note 8).

The Company recorded interest expense of $ 4,970

and $ 6,016 for the years ended December 31, 2025 and 2024, respective.

Accrued interest payable on Note D was $ 0 and $ 32,714 as of December

31, 2025 and 2024, respectively.

August 2019 Convertible Note and Warrants (“Note

On August 6, 2025, the noteholder of Note E agreed

to extend the maturity date of the Senior Secured Convertible Promissory Note to August 2, 2025 for no additional consideration.

terms and conditions of the Note E remained the same.

to extend the maturity date of the Senior Secured Convertible Promissory Note to February 2, 2026 for no additional consideration.

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

On October 30, 2025, the Company had a change

of control in management, and mutually agreed with the holder of Note E to convert the principal balance of Note E of $ 125,000 and accrued

interest of $ 91,156 as of date, in exchange for issuance of 180 shares of Series E Preferred Stock in full settlement of all balances

due to Note E holder (Note 8).

The Company recorded interest expense of $ 12,425

and $ 15,000 on Note E for the year ended December 31, 2024 and 2023, respectively.

Accrued interest payable on Note E was $ 78,731

and $ 63,690 at December 31, 2024 and 2023, respectively.

This note is payable to a related party.

The principal balance payable on

Note E amounted to $ 125,000 as of December 31, 2024 and 2023, respectively.

and $ 15,941 on Note E for the years ended December 31, 2025 and 2024, respectively.

Accrued interest payable on Note E was $ 0 and 78,731

as of December 31, 2025 and 2024, respectively.

July 2020 Equity Financing Arrangement

On April 29, 2022, the noteholder of Note G agreed

to extend the maturity date of the Secured Convertible Promissory Note to April 29, 2023 .

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

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

All other terms and conditions of the Note G

remained the same.

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 year ended December 31, 2024, the noteholder

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

The Company recorded interest expense on Note G $ 1,123

and $ 9,748 for the years ended December 31, 2024 and 2023, respectively.

Accrued interest payable on Note G was $ 1,123 and $ 0 as of December

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

The Company recorded interest expense on Note

G of $ 1,392 and $ 1,123 for the years ended December 31, 2025 and 2024, respectively.

Accrued interest payable on Note G was $ 2,517 and

$ 1,123 as of December 31, 2025 and 2024, respectively.

The principal balance payable of Note G amounted to $ 13,942 as of December 31,

2025 and 2024, respectively.

The principal balance payable of Note G amounted to $ 13,942 and $ 58,988 at December 31, 2024 and 2023,

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 years ended December 31, 2024 and 2023, respectively:

The following table sets forth the computation

of basic and diluted net loss per share of common stock for the years ended December 31, 2025 and 2024, respectively:

Schedule of computation

6 unchanged sentences

Net loss per share attributable to common stockholders, basic and diluted

Basic net loss per share is calculated by

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

Diluted net loss per share is

computed by dividing net loss by the weighted-average number of common shares and common share equivalents outstanding for the

Common stock equivalents are only included when their effect is dilutive.

The Company’s potentially dilutive

securities which include stock options, convertible debt, convertible preferred stock and common stock warrants have been excluded

from the computation of diluted net loss per share as they would be anti-dilutive.

For all periods presented, there is no difference

in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position.

Basic net loss per share is calculated by dividing

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

Diluted net loss per share is computed by dividing

net loss by the weighted-average number of common shares and common share equivalents outstanding for the period.

Common stock equivalents

are only included when their effect is dilutive.

The Company’s potentially dilutive securities, which include stock options, convertible

debt, convertible preferred stock and common stock warrants have been excluded from the computation of diluted net loss per share as they

would be anti-dilutive.

For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares

outstanding due to the Company’s net loss position.

The following outstanding common stock equivalents

3 unchanged sentences

As of December 31,

Warrants to purchase common stock

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

Potentially issuable vested shares to directors and officers

1,688,880,181

Potentially issuable vested shares to directors, officers and advisors

Potentially issuable unvested shares to directors and officers

Total anti-dilutive common stock equivalents

1,688,980,181

NOTE 7 – RELATED PARTIES

At December 31, 2024 and 2023, respectively, the

amount due to two stockholders was $ 1,000 relating

to depositing funds for opening bank accounts for the Company.

The Company leases its current office facility from these stockholders

on a month-to-month basis at a monthly rent of $250 starting January 1, 2020.

Rent expense totaled $ 3,000

for each of the years ended December 31, 2024 and 2023, respectively.

The Company has recorded $ 3,000

as rent payable to the stockholder in accounts payable as of December 31, 2024 and 2023, respectively.

In addition, the Company has recorded

a payable to a director of $ 12,000 , and a payable to its officer of $ 1,600 for reimbursable expenses as of December 31, 2024 and 2023,

respectively.

The Company executed a convertible promissory note

payable with an officer and director (see Note B) and indebted in the principal amount of $ 55,000 (See Note 5) as of December 31, 2023.

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

$ 55,000 principal balance of Note B and $ 13,825 of accrued and unpaid interest as of the maturity date of Note B on March 1, 2024 .

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

no additional consideration, the Company agreed to issue to the noteholder B, 57 shares of the Company’s Series C convertible preferred

stock, at the stated value of $1,200 per share (See Note 8).

At December 31, 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.

The Company leases

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 $ 3,000 for each of the years ended December 31, 2025 and 2024, respectively.

On October 30, 2025, the Company issued 11,500,000

shares of its common stock in exchange for accrued rent of $ 5,750 (Note 8).

The Company has recorded $ 500 and $ 3,250 rent payable to the

stockholder in accounts payable as of December 31, 2025 and 2024, respectively.

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 $ 78,731 and $ 63,690

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

and recorded accrued interest payable of $ 91,156

as of October 30, 2025.

On October 30, 2025, the Company had a change of control in management, and mutually agreed with the holder of

Note E to convert the principal balance of Note E of $ 125,000

and accrued interest of $ 91,156

as of date, in exchange for issuance of 180

shares of Series E Preferred Stock in full settlement of all balances due to Note E holder (Note 8).

Accrued interest payable on Note

as of December 31, 2025 and 2024, respectively.

Accrued dividend payable to this holder of Series E Preferred Stock totaled $ 3,720 as

of December 31, 2025.

30, 2025, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr.

Emmons pursuant to which

Emmons agreed to 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 for three months, which is automatically renewable upon the consent of the parties for additional

one-month terms.

The Company has not issued Series E Preferred Stock for Mr.

Emmon’s unpaid compensation for the two months as

of December 31, 2025.

Accrued dividend payable to this holder of Series E Preferred Stock totaled $ 5,559 as of December 31, 2025.

On October 30, 2025, the Company had a change

in control and GHS Investments, LLP became the majority owner of the issued and outstanding shares of common and preferred stock (See

Note 5 and Note 8).

NOTE 8 – STOCKHOLDERS' EQUITY

1 unchanged sentence

shares, $ 0.001 par value common stock, and 10,000,000 shares of $ 0.001 par value preferred stock at December 31, 2025.

has 555,015,293 shares and 470,015,293 shares of common stock and Series A Preferred Stock 25,845 shares issued and outstanding as of

December 31, 2024 and 2023, 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.

has 586,285,063 shares of common stock, 100 shares of Series A Preferred Stock, 583 shares of Series B, 57 shares of Series C, 210 shares

of Series D, and 1,207 shares of Series E Preferred Stock issued and outstanding as of December 31, 2025.

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.

Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors

in its discretion from funds legally available, therefore.

In the event of liquidation, dissolution, or winding up of the Company, the

holders of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities.

in its discretion of funds legally available, therefore.

In the event of liquidation, dissolution, or winding up of the Company, the holders

of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities.

All of the outstanding

3 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 December 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 October 30, 2025, the Company issued 11,500,000

shares of common stock to a vendor in settlement of past due rent of $ 5,750 .

In addition, on the same date, the Company issued 8,469,770

shares of common stock to a consultant in settlement of accounts payable of $ 4,235 .

The common shares issued were valued at the fair value

of common stock on the date of issuance.

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.

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 2017 Plan.

No awards can be granted under the 2017 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.

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

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

On December 14, 2017, the Board of Directors adopted

the 2017 Stock Incentive Plan (the “ 2017 Plan ”), under which 4,500,000 shares of common stock were authorized for issuance.

The 2017 Plan was terminated effective December 31, 2025 pursuant to a resolution of the Board of Directors.

On October 30, 2025, the

Company cancelled 952,212 unissued shares pursuant to the 2017 Plan.

As of December 31, 2025, 0 shares remain unissued or unvested pursuant

to the 2017 Plan.

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 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.

On March 18, 2022, the Board of Directors approved

and adopted the 2022 Stock Incentive Plan (the “ 2022 Plan ”).

Awards may be made under the 2022 Plan for up to 20,000,000

shares of common stock of the Company, subject to adjustment as to the number and kind of shares awarded.

Only employees and directors

of the Company or an Affiliated company are eligible to receive Incentive Options under the 2022 Plan.

The Company awarded 7,000,000 shares

of the Company’s common stock to an officer and 7,000,000 shares of common stock to a director of the Company (see Note 4) vesting

1,500,000 shares vesting on the first anniversary on the date of issuance, 2,500,000 shares vesting on the second anniversary of the date

of issuance, and 3,000,000 shares on the third anniversary of the date of issuance.

In addition, on October 3, 2022, the Company awarded

300,000 shares of common stock to an advisor vesting 100,000 shares on the first anniversary date of issuance, 100,000 shares vesting

on the second anniversary, and the remaining 100,000 vesting the third anniversary of the date of issuance.

The common shares vested pursuant

to the 2022 Plan amounted to 8,300,000 shares at December 31, 2024, and 3,100,000 shares at December 31, 2023, and the 6,000,000 shares

remain unvested as of December 31, 2024.

For the years ended December 31, 2024 and 2023, the Company recorded $ 3,413 and $ 601 as stock

compensation expense for 4,515,068 shares and 3,000,000 shares, respectively.

6,000,000 shares payable to an officer and a director that

remain unvested as of December 31, 2024.

Total shares payable to an officer, consultant and a director totaled 7,083,562 shares and 2,368,493

shares on December 31, 2024 and 2023, respectively.

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 2017 Plan.

No awards can be granted under the 2017 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.

The 2017 Plan was terminated effective December

31, 2025 pursuant to a resolution of the Board of Directors adopted on April 10, 2026.

On March 11, 2019, the Board of Directors adopted

the 2019 Stock Incentive Plan (the “ 2019 Plan ”), under which 5,000,000 shares of common stock were authorized for issuance.

On March 5, 2025, the Company issued 200,000 common shares to two consultants for services rendered, valued at $ 240 , pursuant to the 2019

As of December 31, 2025, 3,530,000 shares had been awarded and 1,470,000 shares remained unissued.

The 2019 Plan was terminated

effective December 31, 2025 pursuant to a resolution of the Board of Directors.

On March 18, 2022, the Board of Directors

adopted the 2022 Stock Incentive Plan (the “ 2022 Plan ”), under which 20,000,000

shares of common stock were authorized for issuance.

The Company awarded 14,300,000 shares under the 2022 Plan, of which 14,200,000

had been issued as of December 31, 2025.

On October 30, 2025, in connection with the change of control, 6,000,000 unvested shares

were cancelled.

As of December 31, 2025, 100,000 shares remained vested and unissued (subsequently issued on March 23, 2026 - see

Note 10) and 0 shares remained unvested.

The 2022 Plan was terminated effective December 31, 2025 pursuant to a resolution of the

Board of Directors.

The 2022 Plan is further described in Note 4.

On March 5, 2025, the Company issued 5,000,000

shares to an officer and a director and 100,000 shares to an advisor, 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.

On October 30, 2025, the Company had a change

of control in management and mutually agreed to cancel 6,000,000 unissued and unvested shares of common stock pursuant to the 2022 Plan.

At December 31, 2025, 100,000 shares of common stock remained vested and unissued pursuant to the 2022 Plan, and 0 shares of common stock

remained unvested.

On March 23, 2026, the Company issued the remaining 100,000 shares of common stock, fully vested, to the advisor (Note

The 2022 Plan was terminated effective December 31, 2025 pursuant to a resolution of the Board of Directors adopted on April 10,

The common shares vested pursuant to the 2022

Plan amounted to 14,300,000 shares as of the change in control on October 30, 2025.

For the year ended December 31, 2025 and 2024, the

Company recorded $ 3,728 and $ 3,413 as stock compensation expense for 4,734,247 shares and 4,515,068 shares, respectively.

Shares earned and issued related to the consulting

agreements are issued under the 2017 Stock Incentive Plan, the 2019 Stock Incentive Plan, and the 2022 Stock Incentive Plan (see Note

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

agreements are issued under the 2017 Plan and the 2019 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

common stock on a senior exchange.

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

shares at December 31, 2024 and 2023 and changes during the years ended, is presented below:

A summary of the status of the Company’s

non-vested shares at December 31, 2025 and 2024 and changes during the twelve months ended, is presented below:

Schedule of non-vested shares

1 unchanged sentence

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

Balance at December 31, 2022

Balance at December 31, 2023

Balance - December 31, 2023

Awarded and issued

( 8,100,000 )

Balance at December 31, 2024 – (Unvested)

Balance at December 31, 2024 – (Vested)

Total Options outstanding – December 31, 2024

Balance – December 31, 2024 – (Vested)

Balance – December 31, 2024 – (Unvested)

Balance - December 31, 2024

( 14,300,000 )

Balance – December 31, 2025 – (Vested)

Balance – December 31, 2025 – (Unvested)

Preferred Stock

Series A Supervoting Convertible Preferred Stock

On July 2, 2020, the Board of Directors of the Company

authorized the issuance of 15,600 shares of preferred stock, $ 0.001 par value per share, designated as Series A Supervoting Convertible

Series A Supervoting 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 Preferred Stock.

30, 2025, the Company entered into a Stock Purchase Agreement with GHS Investments, LLC, a Nevada limited liability company (“GHS”),

pursuant to which, upon 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 of the Company’s Series A Supervoting Preferred

On November 5, 2025, the closing of the Stock Purchase Agreement occurred, and GHS was issued 100 shares of Series A Supervoting

Preferred Stock.

Initially, there will be no

dividends due or payable on the Series A Supervoting Preferred Stock.

The following conditions were agreed and completed on the closing.

· On November 5, 2025, the Company and Cliff Emmons,

CEO of the Company, mutually agreed to cancel 7,800 shares of Series A Preferred Stock owned by Mr.

· On November 5, 2025, the Company and Mr.

Mitta, independent Director of the Company, mutually agreed to cancel 12,000 shares of Series A Preferred Stock owned by Mr.

· On November 5, 2025, the Company and Ms.

Karen McNemar, COO/Interim CFO of the Company, mutually agreed to cancel 6,045

shares of Series A Preferred Stock owned by Ms.

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

9 unchanged sentences

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

6 unchanged sentences

[twenty times the sum of:

{all shares of Common stock issued and outstanding at the time of voting + all shares of Series A and any newly designated Preferred stock issued and outstanding at the time of voting}]

[the number of shares of Series A Super Voting Preferred Stock issued and outstanding at the time of voting]

{all shares of Common stock issued and outstanding at the time of voting + all shares of Series A and any newly designated Preferred

stock issued and outstanding at the time of voting}]

[the number of shares of

Series A Super Voting Preferred Stock issued and outstanding at the time of voting]

With respect to all matters upon which stockholders

2 unchanged sentences

class voting is required by applicable law or the Articles of Incorporation or Bylaws.

The Company had 25,845 shares of Series A Preferred

Stock issued and outstanding at December 31, 2024 and 2023, respectively.

The Company had 100 shares and 25,845 shares of

Series A Preferred Stock issued and outstanding at December 31, 2025 and 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.

11 unchanged sentences

of the common stock.

The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous

Any dividends that are not paid shall continue to accrue and shall entail a late fee which must be paid in cash,

at the rate of 18% per annum or lesser rate permitted by applicable law which shall accrue and compound daily from the dividend payment

date through and including the date of actual payment in full.

Redemption following the event of default shall occur at an amount equaling

the product of one hundred thirty-five percent (135%), multiplied by the sum of the stated value, all accrued but unpaid dividends and

all other amounts due pursuant to the certificate of designation for all purchased shares.

The Holder of Series B Convertible Preferred

Stock waived its rights to the event of default of an amount equal to the 135% multiplied by the sum of the stated value of Series B Convertible

Preferred Stock for all accrued but unpaid dividends and all other amounts due pursuant to the certificate of designation for all purchased

The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence.

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 :

20 unchanged sentences

the relevant Conversion.

The Series B Convertible Preferred

Stock may be redeemed by payment of the stated value thereof, with the following premiums based on the time of the redemption.

The Series B Convertible

Preferred Stock may be redeemed by payment of the stated value thereof, with the following premiums based on the time of the redemption.

115% of the stated value if the redemption takes place within 90 days of issuance

3 unchanged sentences

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 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 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.

5 unchanged sentences

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

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 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,

8 unchanged sentences

conversion event and reporting period.

Changes in the derivative liability fair value are reported in operating results each reporting

Changes in the derivative liability fair value are reported in operating results for each reporting

On November 19, 2020, GHS purchased a total

of 70 shares of Series B Convertible Preferred Stock for gross proceeds of $45,000.

The Company paid $ 900 in selling commissions to complete

this financing.

shares of Series B Convertible Preferred Stock for gross proceeds of $ 45,000

as a loss recorded on issuance to interest expense.

The Company paid $ 900

in selling commissions to complete this financing.

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

2 unchanged sentences

liability, and $ 45,000 as amortization.

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

The Company recalculated the value of the derivative

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

derivative liability of $ 14,783 and $ 211 for the years ended December 31, 2024 and 2023, respectively.

The Company recorded $ 10,108 and

$ 10,080 as preferred stock dividend expense for the years ended December 31, 2024 and 2023, respectively.

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 $ 9,132 and a loss of $ 14,783 for the years ended December 31, 2025 and 2024, respectively.

The Company recorded

preferred dividend expense of $138,033 and $10,108 for the years ended December 31, 2025 and 2024, respectively.

The Company recorded

$ 179,540 and $ 41,508 as preferred stock dividend payable as of December 31, 2025 and 2024, respectively.

The preferred stock dividend payable at December 31, 2025 included

$127,953 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement.

GHS waived the cumulative

penalty of $139,406 for non-payment of dividend as of December 31, 2025.

The Company did not record the waived penalty in its financial

statements as of December 31, 2025 and 2024, respectively.

Derivative liability payable

for this transaction totaled $ 87,450 and $ 72,667 at December 31, 2024 and 2023, and Series B Convertible Preferred Stock mezzanine liability

for this transaction totaled $ 78,317 and $ 87,450 at December 31, 2025 and 2024, Series B Convertible Preferred Stock mezzanine liability

was $ 84,000 at December 31, 2025 and 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

3 unchanged sentences

$ 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.

liability, and $ 85,000 as a loss recorded on issuance to interest expense.

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

The Company recalculated the value of the derivative

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 $ 17,950 and $ 256 for the years ended December 31, 2024 and 2023, respectively.

The Company recorded preferred

stock dividend expense of $ 12,274 and $ 12,240 for the years ended December 31, 2024 and 2023, respectively.

liability associated with this convertible preferred stock and recorded a gain of $ 11,089 and a loss of 17,950 in connection with the

change in fair market value of the derivative liability for the years ended December 31, 2025 and 2024, respectively.

The Company recorded

preferred stock dividend expense of $ 166,478 and $ 12,274 for the years ended December 31, 2025, and 2024, respectively.

The Company recorded

$ 215,975 and $ 49,497 as preferred stock dividend payable as of December 31, 2025 and 2024, respectively.

Derivative liability payable for this

transaction totaled $ 106,189 and $ 88,238 at December 31, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine

The preferred stock dividend payable at December 31, 2025 included

$154,238 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement.

GHS waived the cumulative

penalty of $170,902 for non-payment of dividend as of December 31, 2025.

The Company did not record the waived penalty in its financial

statements as of December 31, 2025 and 2024, respectively.

Derivative liability payable

for this transaction totaled $ 95,099 and $ 106,189 as of December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine

liability was $ 102,000 at December 31, 2025 and 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 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.

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

1 unchanged sentence

The Company recalculated the value of the derivative

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 $ 10,770 and $ 154 for the years ended December 31, 2024 and 2023, respectively.

In addition, the Company recorded

$ 9,200 in interest expense to record the fair value of derivative liability.

The Company recorded preferred stock dividend expense of

$ 7,364 and $ 7,344 for the years ended December 31, 2024 and 2023, respectively.

The Company recorded $ 22,273 and $ 14,909 as preferred

stock dividend payable as of December 31, 2024 and 2023, respectively.

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 $ 6,654 and a loss of 10,770 for the years ended December 31, 2025 and 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 $ 66,997 and $ 7,364 for the years ended December 31, 2025 and 2024, respectively.

The Company recorded $ 89,270 and $ 22,273 as

preferred stock dividend payable as of December 31, 2025 and 2024, respectively.

The preferred stock dividend payable at December 31, 2025 included $59,653 of cumulative dividend payable at

a default rate of 18% per annum pursuant to the terms of the agreement.

GHS waived the cumulative penalty of $85,604 for non-payment of

dividend as of December 31, 2025.

The Company did not record the waived penalty in its financial statements as of December 31, 2025 and

2024, respectively.

Derivative liability payable for this transaction totaled

and $ 52,943 at December 31, 2024 and 2023, and Series B Convertible Preferred Stock mezzanine liability was $ 61,200 at December 31, 2024

$ 57,060 and $ 63,713 as of December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 61,200 as of December

31, 2025 and 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 $0.005 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

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 loss in connection with the change in fair market value of the derivative liability of $ 10,770 and $ 154 for the years ended December

31, 2024 and 2023, respectively.

In addition, the Company recorded $ 7,364 and $ 7,344 as preferred stock dividend expense for the years

ended December 31, 2024 and 2023, and preferred stock dividend payable to GHS on this derivative totaled $ 21,287 and $ 13,923 as of December

31, 2024 and 2023, respectively.

Derivative liability payable for this transaction totaled $ 63,713 and $ 52,943 at December 31, 2024 and

2023, and Series B Convertible Preferred Stock mezzanine liability was $ 61,200 at December 31, 2024 and 2023, 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 $0.00065 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 a loss recorded on issuance to interest.

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 gain of $ 6,654

and a loss of $ 10,770

in connection with the change in fair market value of the derivative liability for the years ended December 31, 2025 and 2024,

respectively.

In addition, the Company recorded $ 61,759

as preferred stock dividend expense for the years ended December 31, 2025 and 2024, respectively.

Preferred stock dividend payable

to GHS on this derivative totaled $ 83,045

as of December 31, 2025 and 2024, respectively.

The preferred stock dividend payable at December 31, 2025 included $54,415 of

cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement.

GHS waived the cumulative

penalty of $82,787 for non-payment of dividend as of December 31, 2025.

The Company did not record the waived penalty in its

financial statements as of December 31, 2025 and 2024, respectively.

Derivative liability payable for this transaction totaled

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

as of December 31, 2025 and 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 and

recorded a loss in connection with the change in fair market value of the derivative liability of $ 28,720 and $ 410 for the years ended

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

a loss recorded on issuance as interest expense.

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 gain of $ 17,743

and a loss of $ 28,720

for the years ended December 31, 2025 and 2024, respectively.

In addition, the Company recorded preferred stock dividend expense of

for the years ended December 31, 2025 and 2024, respectively.

The preferred stock dividend payable to GHS for this derivative

totaled $ 205,500

as of December 31, 2025 and 2024.

The preferred stock dividend payable at December 31, 2025 included $131,563 of cumulative dividend

payable at a default rate of 18% per annum pursuant to the terms of the agreement.

GHS waived the cumulative penalty of $213,765 for

non-payment of dividend as of December 31, 2025.

The Company did not record the waived penalty in its financial statements as of

December 31, 2025 and 2024, respectively.

In addition, the Company recorded preferred stock dividend expense of $ 19,638 and $ 19,584 for

the years ended December 31, 2024 and 2023, respectively.

Preferred stock dividend payable to GHS for this derivative totaled $ 54,352

and $ 34,715 at December 31, 2024 and 2023.

Derivative liability payable for this transaction totaled $ 169,902 and $ 141,182 at December

31, 2024 and 2023, and Series B Convertible Preferred Stock mezzanine liability was $ 163,200 at December 31, 2024 and 2023, 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 $0.00065 to $0.00183, 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.

Derivative liability payable for this transaction totaled $ 152,159

and $ 169,902

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

as of December 31, 2025 and 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 and recorded

a loss in connection with the change in fair market value of the derivative liability of $ 12,882 and $ 184 for the years ended December

31, 2024 and 2023, respectively.

In addition, the Company recorded preferred stock dividend expense of $ 8,807 and $ 8,784 for the years

ended December 31, 2024 and 2023, respectively.

Preferred stock dividend payable to GHS for this derivative totaled $ 18,651 and $ 9,843

at December 31, 2024 and 2023.

Derivative liability payable for this transaction totaled $ 76,206 and $ 63,324 at December 31, 2024 and

2023, and Series B Convertible Preferred Stock mezzanine liability was $ 73,200 at December 31, 2024 and 2023, 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

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.

The Company recalculated the value of the derivative

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

liability of $ 13,100 and $ 2,732 for the years ended December 31, 2024 and 2023, respectively.

In addition, the Company recorded preferred

stock dividend expense of $ 8,952 and $ 3,155 for the years ended December 31, 2024 and 2023, respectively.

Preferred stock dividend payable

to GHS for this derivative totaled $ 12,108 and $ 3,155 , at December 31, 2024 and 2023, respectively.

Derivative liability payable for this

transaction totaled $ 77,511 and $ 64,411 at December 31, 2024 and 2023, and Series B Convertible Preferred Stock mezzanine liability was

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

a loss recorded on issuance as interest expense.

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 gain of $ 7,958

and a loss of $ 12,882

for the years ended December 31, 2025 and 2024, respectively.

In addition, the Company recorded preferred stock dividend expense of

for the years ended December 31, 2025 and 2024, respectively.

The preferred stock dividend payable to GHS for this derivative

totaled $ 74,999

as of December 31, 2025 and 2024.

The preferred stock dividend payable at December 31, 2025 included $47,564 of cumulative dividend

payable at a default rate of 18% per annum pursuant to the terms of the agreement.

GHS waived the cumulative penalty of $85,326 for

non-payment of dividend as of December 31, 2025.

The Company did not record the waived penalty in its financial statements as of

December 31, 2025 and 2024, respectively.

Derivative liability payable for this transaction totaled $ 68,248

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

at December 31, 2025 and 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 $0.00065 to $0.0015, an expected dividend yield

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 a loss recorded on issuance as interest expense.

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 $ 8,144 and a loss of $ 13,100 for the years ended December 31, 2025 and 2024, respectively.

In addition, the Company recorded

preferred stock dividend expense of $ 50,373 and $ 8,952 for the years ended December 31, 2025 and 2024, respectively.

The preferred stock

dividend payable to GHS for this derivative totaled $ 62,481 and $ 12,108 as of December 31, 2025 and 2024, respectively.

The preferred stock dividend payable at December 31, 2025 included

$41,445 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement.

GHS waived the cumulative

penalty of $75,541 for non-payment of dividend as of December 31, 2025.

The Company did not record the waived penalty in its financial

statements as of December 31, 2025 and 2024, respectively.

Derivative liability

payable for this transaction totaled $ 69,367 and $ 77,511 as of December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine

liability was $74,400 at December 31, 2025 and 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 $0.0014, 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 3.48% 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), 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 ,

$ 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 a loss recorded on issuance as interest expense.

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 at and recorded a loss in connection with the change in fair market value of the derivative

liability of $ 1,965 for the year ended December 31, 2024.

In addition, the Company recorded preferred stock dividend expense of $ 2,044

for the year ended December 31, 2024.

Preferred stock dividend payable to GHS for this derivative totaled $ 2,044 at December 31, 2024.

Derivative liability payable for this transaction totaled $ 22,289 at December 31, 2024, and Series B Convertible Preferred Stock mezzanine

liability was $ 24,000 at December 31, 2024.

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

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

a gain of $ 2,419 and a loss of $ 1,965 for the years ended December 31, 2025 and 2024, respectively.

In addition, the Company recorded

preferred stock dividend expense of $ 7,766 and $ 2,044 for the years ended December 31, 2025 and 2024, respectively.

The preferred stock

dividend payable to GHS for this derivative totaled $ 9,810 and $ 2,044 as of December 31, 2025 and 2024, respectively.

The preferred stock dividend payable at December 31, 2025 included

$4,886 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement.

GHS waived the cumulative

penalty of $9,915 for non-payment of dividend as of December 31, 2025.

The Company did not record the waived penalty in its financial

statements as of December 31, 2025 and 2024, respectively.

Derivative liability

payable for this transaction totaled $ 19,870 and $ 22,289 as of December 31, 2025 and 2024, and Series B Convertible Preferred Stock mezzanine

liability was $ 24,000 as of December 31, 2025 and 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 3.48% 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 afor 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.

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 a loss recorded on issuance as interest expense.

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 at and recorded a gain in connection with the change in fair market value of the derivative

liability of $ 2,700 for the year ended December 31, 2024.

In addition, the Company recorded preferred stock dividend expense of $ 1,510

for the year ended December 31, 2024.

Preferred stock dividend payable to GHS for this derivative totaled $ 1,510 at December 31, 2024.

Derivative liability payable for this transaction totaled $ 47,921 at December 31, 2024, and Series B Convertible Preferred Stock mezzanine

liability was $ 51,600 at December 31, 2024.

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

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

a gain of $ 5,685 and a gain of $ 2,951 for the years ended December 31, 2025 and 2024, respectively.

In addition, the Company recorded

preferred stock dividend expense of $ 15,399 and $ 1,650 for the years ended December 31, 2025 and 2024, respectively.

The preferred stock

dividend payable to GHS for this derivative totaled $ 17,049 and $ 1,650 as of December 31, 2025 and 2024, respectively.

The preferred stock dividend payable at December 31, 2025 included

$8,491 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement.

GHS waived the cumulative

penalty of $21,531 for non-payment of dividend as of December 31, 2025.

The Company did not record the waived penalty in its financial

statements as of December 31, 2025 and 2024, respectively.

Derivative liability

payable for this transaction totaled $ 646,694 and $ 52,378 as of December 31, 2025 and December 31, 2024, and Series B Convertible Preferred

Stock mezzanine liability was $ 56,400 as of December 31, 2025 and 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 3.48% 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 par value per share, designated as Series C 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.

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

set forth in the Certificate of Designation.

Each share of Series C Convertible

34 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

12 unchanged sentences

March 1, 2024

On March 1, 2024, the convertible promissory noteholder

Note B 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, $ 40,668

(as day one loss) as amortization expense, and $ 68,825

as Series C Convertible Preferred Stock mezzanine liability.

On March 31, 2024, the Company recalculated the value

of the derivative 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 $ 3,226 for the year ended December 31, 2024.

The Company recorded $ 6,859 as preferred stock

dividend expense for the year ended December 31, 2024.

The Company recorded $ 6,859 as preferred stock dividend payable as of December

Derivative liability payable for this transaction totaled $ 43,894 at December 31, 2024 and Series C Convertible Preferred Stock

mezzanine liability was $ 68,400 at December 31, 2024.

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.

The following table represents the change in the fair

value of the derivative liabilities for the years ended December 31, 2024 and 2023, respectively.

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.

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 $ 9,721 and a loss of $ 3,226 for the years ended December 31, 2025 and 2024, respectively.

The Company recorded

$ 19,471 and $ 6,859 as preferred stock dividend expense for the years ended December 31, 2025 and 2024, respectively.

The Company recorded

$ 26,330 and $ 6,859 as preferred stock dividend payable as of December 31, 2025 and 2024, respectively.

Derivative liability payable for

this transaction totaled $ 39,223 and $ 43,894 as of December 31, 2025 and 2024, and Series C Convertible Preferred Stock mezzanine liability

was $ 68,400 as of December 31, 2025 and 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 3.48% 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 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 Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of

12% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series D

Convertible Preferred Share has been converted or redeemed (the “Dividend End Date”).

Dividends may be paid in cash or

in shares of Series D Convertible Preferred Stock.

From and after the issuance date, in addition to the payment of dividends

pursuant to Section 3 (a), each Holder shall be entitled to receive, and the Company shall pay, dividends on shares of Series D

Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid

on shares of the common stock when, as and if such dividends are paid on shares of the common stock.

Any dividends that are not paid

shall continue to accrue and shall entail a late fee which must be paid in cash, at the rate of 18% per annum or lesser rate

permitted by applicable law which shall accrue and compound daily from the dividend payment date through and including the date of

actual payment in full.

Redemption following the event of default shall occur at an amount equaling the product of one hundred

thirty-five percent (135%), multiplied by the sum of the stated value, all accrued but unpaid dividends and all other amounts due

pursuant to the certificate of designation for all purchased shares.

The Holder of Series D Convertible Preferred Stock waived its

rights to the event of default of an amount equal to the 135% multiplied by the sum of the stated value of Series D Convertible

Preferred Stock for all accrued but unpaid dividends and all other amounts due pursuant to the certificate of designation for all

purchased shares.

The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the

previous sentence.

Voting Rights :

The Holder shall be entitled

to vote on an as-converted basis (subject to the Beneficial Ownership Limitation), together with the holders of Common Stock, with respect

to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law.

Except as otherwise expressly provided herein or as required by law, the Holders of Series D Preferred Stock and the holders of Common

Stock shall vote together and not as separate classes.

Liquidation :

Upon any liquidation, dissolution

or winding up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders shall be paid, in preference

and prior to any payment made to the holders of the Junior Securities and any other stock ranking in liquidation junior to the Series

D Preferred Stock, an amount per share equal to the Stated Value (such amount is referred to herein as the “Liquidation Preference”).

If upon a Liquidation Event, the assets to be distributed among the Holders shall be insufficient to permit payment in full to the Holders

of the Liquidation Preference, then the entire assets of the Company shall be distributed ratably among such holders in proportion to

the full respective Liquidation Preference to which they are entitled.

The Holder shall have the right,

at any time to convert such shares into Common Stock into that number of shares of common stock (subject to the Beneficial Ownership Limitation

(as defined below)) determined by dividing the Stated Value of such share of Series D Preferred Stock by the Optional Conversion Rate

(as defined below) (each, and “Optional Conversion”) at a conversion rate of the volume-weighted average price (“VWAP”)

for the Company’s common stock for the ten (10) Trading Days immediately preceding the date of such conversion (the “Optional

Conversion Rate”).

“Trading Days” shall mean a day on which the means the principal markets or exchange on which the

common stock is listed or quoted for trading on the date in question is open for business.

“Beneficial Ownership Limitation”

shall mean 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of

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.

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

been converted shall no longer be deemed to be outstanding and all rights with respect to such shares including the rights to receive

dividends and to vote, shall immediately cease and terminate on the Optional Conversion Date, except only the right of the Holder thereof

to receive shares of Common Stock in exchange thereof.

The Series D Convertible Preferred Stock is classified

as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock

for the fifteen trading days immediately preceding the date of conversion.

Based on the requirements of ASC 815, Derivatives

and Hedging , the conversion feature represents an embedded derivative that is required to be bifurcated and accounted for as a separate

derivative liability.

The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each

conversion event and reporting period.

Changes in the derivative liability fair value are reported in operating results for each reporting

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

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

a loss recorded on issuance as interest expense.

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 loss of $ 12,946

for the year ended December 31, 2025.

In addition, the Company recorded preferred stock dividend expense of $ 14,374 for

the year ended December 31, 2025.

The preferred stock dividend payable to GHS for this derivative totaled $ 14,374

as of December 31, 2025.

The preferred stock dividend payable at December 31, 2025 included $7,628 of cumulative dividend payable at

a default rate of 18% per annum pursuant to the terms of the agreement.

GHS waived the cumulative penalty of $25,326 for non-payment

of dividend as of December 31, 2025.

The Company did not record the waived penalty in its financial statements as of December 31,

2025 and 2024, respectively.

The derivative liability payable for this transaction totaled $ 77,970

as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 72,000

at December 31, 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 3.48% 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 a loss recorded on issuance as interest expense.

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 $ 1,257

for the year ended December 31, 2025.

In addition, the Company recorded preferred stock dividend expense of $ 5,193

for the year ended December 31, 2025.

The preferred stock dividend payable to GHS for this derivative totaled $ 5,193

as of December 31, 2025.

The preferred stock dividend payable at December 31, 2025 included $488 of cumulative dividend payable at a

default rate of 18% per annum pursuant to the terms of the agreement.

The derivative liability payable for this transaction totaled

as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 54,000

as of December 31, 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 3.48% 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 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

a loss recorded on issuance as interest expense.

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 $ 479

for the year ended December 31, 2025.

In addition, the Company recorded preferred stock dividend expense of $ 1,111 for

the year ended December 31, 2025.

The preferred stock dividend payable to GHS for this derivative totaled $ 1,111

as of December 31, 2025.

The preferred stock dividend payable at December 31, 2025 included $109 of cumulative dividend payable at a

default rate of 18% per annum pursuant to the terms of the agreement.

The derivative liability payable for this transaction totaled

as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 13,200

as of December 31, 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 3.48% 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

sales commission 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 a loss recorded on issuance as interest expense.

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 $ 1,089

for the year ended December 31, 2025.

In addition, the Company recorded preferred stock dividend expense of $ 2,526 for

the year ended December 31, 2025.

The preferred stock dividend payable to GHS for this derivative totaled $ 2,526

as of December 31, 2025.

The preferred stock dividend payable at December 31, 2025 included $248 of cumulative dividend payable at a

default rate of 18% per annum pursuant to the terms of the agreement.

The derivative liability payable for this transaction totaled

as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 30,000

as of December 31, 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 3.48% to 4.14%, and an expected

term of 1 year.

October 30, 2025

On October 30, 2025, pursuant to the terms of

the SPA, GHS purchased 35 shares of Series D Convertible Preferred Stock for gross consideration of $ 35,000 .

The Company paid

$ 700 in selling commissions and legal fees to complete this financing.

On October 30, 2025 (the date of receipt of cash

proceeds of $34,300), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 28,724 , $ 6,276

as day one loss on the derivative, $ 7,000 as interest expense, $ 7,000 as Series D Convertible Preferred Stock mezzanine liability,

and $ 35,000 a loss recorded on issuance as interest expense.

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 $ 16,758

for the year ended December 31, 2025.

In addition, the Company recorded preferred stock dividend expense of $ 1,099 for

the year ended December 31, 2025.

The preferred stock dividend payable to GHS for this derivative totaled $ 1,099

as of December 31, 2025.

The preferred stock dividend payable at December 31, 2025 included $243 of cumulative dividend payable at a

default rate of 18% per annum pursuant to the terms of the agreement.

The derivative liability payable for this transaction totaled

as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 42,000

as of December 31, 2025.

The Company valued the conversion feature using

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

conversion exercise price ranging from $0.0005 to $0.0006, the

closing stock price of the Company’s common stock on the date of valuation ranges from $0.0005 to $0.0007, an expected dividend

yield of 0%, expected volatility ranging from 198.09% to 198.95%, risk-free interest rates ranging from 3.48% to 3.70%, and an expected

term of 1 year.

December 2, 2025

On December 2, 2025, pursuant to the terms of

the SPA, GHS purchased 34 shares of Series D Convertible Preferred Stock for gross consideration of $ 34,000 .

The Company paid

$ 680 in sales commissions and legal fees to complete this financing.

On December 2, 2025 (the date of receipt of cash

proceeds of $33,320), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 36,821 , $ 2,821

as day one loss on the derivative, $ 6,800 as interest expense, $ 6,800 as Series D Convertible Preferred Stock mezzanine liability,

and $ 34,000 a loss recorded on issuance as interest expense.

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 $ 7,362

for the year ended December 31, 2025.

In addition, the Company recorded preferred stock dividend expense of $ 394 for

the year ended December 31, 2025.

The preferred stock dividend payable to GHS for this derivative totaled $ 394

as of December 31, 2025.

The preferred stock dividend payable at December 31, 2025 included $58 of cumulative dividend payable at a

default rate of 18% per annum pursuant to the terms of the agreement.

The derivative liability payable for this transaction totaled

as of December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 40,800

as of December 31, 2025.

The Company valued the conversion feature using

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

conversion exercise price of $0.0006, the closing stock price of

the Company’s common stock on the date of valuation ranges from $0.0007 to $0.0008, an expected dividend yield of 0%, expected volatility

ranging from 174.48% to 198.95%, risk-free interest rates ranging from 3.48% to 3.59%, and an expected term of 1 year.

Series E Preferred Stock

On October 30, 2025, the Board of Directors of

the Company had authorized issuance of up to 3,000 shares of preferred stock, $0.001 par value per share, designated as Series E 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 Preferred Stock

shall be entitled to receive, and the Corporation shall pay, cumulative dividends of 10% per annum, payable quarterly, beginning on the

Original Issue Date and ending on the date that such share of Preferred Share has been converted or redeemed.

Dividends may be paid in

cash or in shares of Preferred Stock, at the Corporation’s discretion.

From and after the initial Closing Date, in addition to the

payment of dividends, each Holder shall be entitled to receive, and the Corporation shall pay, dividends on shares of Preferred Stock

equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the Common Stock when,

as and if such dividends are paid on shares of the Common Stock.

The Corporation shall pay no dividends on shares of the Common Stock

unless it simultaneously complies with the previous sentence.

Any dividends that are not paid a Dividend Payment Date shall continue to

accrue and shall entail a late fee (“ Late Fees ”), which must be paid in cash, at the rate of 12% per annum or the lesser

rate permitted by applicable law which shall accrue and compound daily from the Dividend Payment Date through and including the date of

actual payment in full.

Voting Rights .

The Preferred Stock will

vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations.

However, as long as any

shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the

then outstanding shares of the Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights

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

the 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 Preferred Stock, or (e) enter into any agreement with respect to any of

the foregoing.

Upon any liquidation, dissolution

or winding-up of the Corporation, whether voluntary or involuntary (a “ Liquidation ”), the Holders shall be entitled

to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued and

unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for

each share of Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets

of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be

ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable

thereon were paid in full.

A Fundamental Transaction or Change of Control Transaction shall not be deemed a Liquidation.

The Corporation

shall mail written notice of any such Liquidation, not less than forty-five (45) days prior to the payment date stated therein, to each

Each share of Preferred Stock

shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into

that number of shares of Common Stock (subject to certain limitations) determined by dividing the Stated Value of such share of Preferred

Stock by Conversion Price.

Holders shall effect conversions by providing the Corporation with the form of conversion notice.

of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock owned prior

to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date on which

such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile or email such Notice

of Conversion to the Corporation (such date, the “ Conversion Date ”).

If no Conversion Date is specified in a Notice

of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder.

The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error.

effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares

of Preferred Stock to the Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which case

such Holder shall deliver the certificate representing such shares of Preferred Stock promptly following the Conversion Date at issue.

Shares of Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not

Conversion price:

The conversion price

for the Preferred Stock shall be a fixed price equal to $0.0005.

All such foregoing determinations will be appropriately adjusted for

any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases

the Common Stock during such measuring period.

Nothing herein shall limit a Holder’s right to pursue actual damages including, but

not limited to, as a result of a Triggering Event pursuant to Section 10 hereof and the Holder shall have the right to pursue all remedies

available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

The exercise of such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under

applicable law.

Corporation Redemption:

The Corporation

shall have the right to redeem, all (but not less than all), shares of the Preferred Stock issued and outstanding at any time after the

Original Issue Date, upon three (3) business days’ notice, at a redemption price per Preferred Stock then issued and outstanding

(the “ Corporation Redemption Price ”), equal to the product of (i) the Premium Rate (means 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 pursuant to this Certificate

of Designation and/or any Transaction Document including, but not limited to Late Fees, liquidated damages and the legal fees and expenses

of the Holder’s counsel relating to this Certification of Designation, any other Transaction Document and/or the transactions contemplated

thereunder and/or hereunder.

Notwithstanding the delivery of a Corporation Redemption Notice, a Holder may convert some or all of its

shares of Preferred Stock until the date it receives in full Corporation Redemption Price, provided , however ,

that notwithstanding anything to the contrary provided herein or elsewhere (i) in the event a Holder would be precluded from converting

any shares of Preferred Stock, due to the limitation contained in Section 5, the Corporation Redemption Payment Date, for such Holder

only, shall automatically be extended by one hundred twenty (120) days (or such shorter period as so provided to the Corporation by the

Holder at any time and (ii) if a Mandatory Conversion has occurred prior to the Corporation Redemption Payment Date and for whatever

reason including, but not limited to, the Beneficial Ownership Limitation, a Holder still owns Preferred Stock, any such Holder may elect

to extend the Corporation Redemption Payment Date as to any or all of such Holder’s Preferred Stock for up to one hundred twenty

(120) days following the Corporation Redemption Payment Date to allow such Holder to convert its remaining Preferred Stock into Conversion

On October 30, 2025,

the Company entered into a Debt Exchange Agreement (the “Emmons DEA”) with Clifford L.

Emmons, it’s Chief Executive

Officer and Director.

Pursuant to the Emmons DEA, Mr.

Emmons exchanged $ 387,242 of accrued compensation and unpaid fees owed to him by

the Company under various agreements, for 268 .529 shares of the Company’s Series E Convertible Preferred Stock (the “Series

E Preferred Stock”).

In addition to the issuance of the Company’s Series E Preferred Stock, 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.

The Company recorded $ 5,599 as dividend payable to Mr.

Emmons as of December 31, 2025.

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 for 180 shares of Series E Preferred Stock.

to the issuance of the Series E Preferred Stock, Mr.

Mitta agreed to cancel 12,000 shares of Series A Preferred Stock owned by him.

closing of the Mitta DEA occurred on November 5, 2025.

The Company recorded $ 3,720 as dividend payable to Mr.

Mitta as of December 31,

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 of Series E Preferred Stock.

In addition to the issuance of the Series E Preferred Stock, Ms.

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.

Company recorded $ 5,559 as dividend payable to Ms.

McNemar as of December 31, 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.

(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 Yvsgramorah,

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.

The Company recorded $ 10,106 as dividend payable to Mr.

Gogin as of December 31,

The following table represents

the change in the fair value of the derivative liabilities for the year ended December 31, 2025 and 2024, respectively.

Schedule of change in the fair value of the derivative liabilities

Balance at December 31, 2023

Additions to derivative liability

Change in the fair value of derivative liability

6 unchanged sentences

the Company recorded a derivative liability of $ 951,532 and $ 758,787 as of December 31, 2025 and 2024, Series B Convertible Preferred

Stock liability of $ 694,800 and $ 619,200 as of December 31, 2024 and 2023, and Series C Convertible Preferred Stock Liability of $ 68,400

and $ 0 , as of December 31, 2024 and 2023, respectively.

A summary of the status of the Company’s warrants

as of December 31, 2024 and 2023, and changes during the years then ended, is presented below:

Stock liability of $ 699,600 and $ 694,800 as of December 31, 2025 and 2024, Series C Convertible Preferred Stock liability of $ 68,400 as

of December 31, 2025 and 2024, and Series D Convertible Preferred Stock liability of $ 252,000 and $ 0 as of December 31, 2025 and 2024,

respectively.

A summary of the status of the Company’s

warrants as of December 31, 2025 and 2024, and changes during the nine months then ended, is presented below:

Schedule of warrant activity

3 unchanged sentences

Expired/Forfeited

( 2,868,397 )

Outstanding at December 31, 2024

1 unchanged sentence

Expired/Forfeited

( 2,868,397 )

Outstanding at December 31, 2025

NOTE 9 – INCOME TAXES

Income tax expense for the years ended December 31,

2024 and 2023 is summarized as follows:

Schedule of components of income tax expense (benefit)

$ ( 160,577 )

$ ( 238,657 )

Change in valuation allowance

Income tax expense (benefit)

The following is a reconciliation of the provision

for income taxes at the U.S.

federal income tax rate to the income taxes reflected in the Statement of Operations:

Schedule of effective income tax rate reconciliation

Tax at statutory tax rate

The following

is a reconciliation of the statutory federal income tax rate to the effective tax rate reported in the financial statements for the years

ended December 31, 2025 and 2024, respectively:

Reconciliation of income tax

US Federal statutory rate

State and local taxes, net of federal benefits

Other permanent items

Valuation allowance

Income tax expense

The tax effects of temporary differences that gave

rise to significant portions of deferred tax assets and liabilities at December 31, 2024 and 2023 are as follows:

Change in valuation allowance

Tax expense at actual rate

The tax effects of temporary differences that

gave rise to significant portions of deferred tax assets and liabilities at December 31, 2025 and 2024 are as follows:

Schedule of deferred tax assets and liabilities

3 unchanged sentences

valuation allowance

( 2,897,800 )

( 2,700,136 )

Net deferred tax assets

Deferred income taxes are provided for the tax effects

of transactions reported in the financial statements and consist of deferred taxes related primarily to differences between the bases

of certain assets and liabilities for financial and tax reporting.

The deferred taxes represent the future tax return consequences of

those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled.

At December 31, 2024 and 2023, the Company had accumulated

net operating losses of approximately $ 11,208,000 and $ 10,444,000 , respectively, for U.S.

federal and Massachusetts income tax purposes

available to offset future taxable incomes.

The net operating losses generated in tax years prior to December 31, 2017, can carry forward

for 20 years, whereas the net operating losses generated after December 31, 2017 can carry forward indefinitely.

Management determined

that it was unlikely that the Company’s deferred tax assets would be realized and have provided for a full valuation allowance associated

with the net deferred tax assets.

Deferred income taxes are provided for the tax

effects of transactions reported in the financial statements and consist of deferred taxes related primarily to differences between the

bases of certain assets and liabilities for financial and tax reporting.

The deferred taxes represent the future tax return consequences

of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled.

At December 31, 2025 and 2024, the Company had

accumulated net operating losses of approximately $ 12,450,000 and $ 11,208,000 , respectively, for U.S.

federal and Massachusetts income

tax purposes available to offset future taxable incomes.

The net operating losses generated in tax years prior to December 31, 2017, can

carry forward for 20 years, whereas the net operating losses generated after December 31, 2017 can carry forward indefinitely.

determined that it was unlikely that the Company’s deferred tax assets would be realized and have provided for a full valuation

allowance associated with the net deferred tax assets.

In the ordinary course of business, the Company’s

15 unchanged sentences

any of the open tax years.

NOTE 10 – SUBSEQUENT EVENT

10 – SUBSEQUENT EVENTS

On March 6, 2026, the Company entered into a Securities

Purchase Agreement (the “SPA”) with GHS Investments (“GHS”) where under, the Company desired to issue and sell

60 Convertible Preferred Stock, $0.001 par value, $1,200 stated value, to GHS for a gross cash consideration of $60,000.

The Company paid

$9,200 in legal fees and commissions and received net proceeds of $50,800.

On April 10, 2025, under the SPA dated March 21,

2025 with GHS Investments (“GHS”), where under, the Company desired to issue and sell 45 Convertible Preferred Stock, $0.001

par value, $1,200 stated value, to GHS for a gross cash consideration of $45,000.

The Company paid $900 in commissions and received net

proceeds of $44,100.

On March 5, 2025 and March 6, 2025, the Company

issued a total of 5,300,000 shares of its common stock to its director, an officer and three business advisors, in settlement of compensation

payable to them as of December 31, 2024.

Purchase Agreement ( “SPA”) with GHS Investments for the purchase and sale of up to 97 shares of the Company’s Series

D Preferred Stock for an aggregate purchase price of up to $88,000.

On March 12, 2026, pursuant to the SPA, the Company issued to GHS

Investments 43 shares of Series D Preferred Stock, $0.001 par value, $1,200 stated value, for a cash consideration of $40,140.

paid sales commissions of $860 and $2,000 in legal fees to complete this sale transaction.

On March 23, 2026, the

Company issued 100,000 shares of its common stock, fully vested, to a consultant pursuant to 2022 Plan (Note 8).

On April 10, 2026, the Board of Directors adopted a resolution to terminate

the company’s three equity compensation plans:

the 2017 Stock Incentive Plan (the "2017 Plan"), the 2019 Stock Incentive

Plan (the "2019 Plan"), and the 2022 Stock Incentive Plan (the "2022 Plan").

Each of the Plans was terminated effective

December 31, 2025.

On April 16, 2026, the Board of Directors adopted

a resolution to approve and authorize an amendment to the Original Certificate of Designation for Series D to increase the total

number of authorized shares of Series D Preferred Stock from 210 shares to 500 shares.

On April 21, 2026, GHS Investments entered

into a financing arrangement and purchased 45 shares of Series D Convertible Preferred Stock, $0.001 par value, $1,200 stated value, for

a cash consideration of $43,100, The Company paid sales commissions of $900 and $1,000 in legal fees to complete this sale transaction.

Management evaluated all subsequent events through the date of filing.

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 9A. Controls and Procedures