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Item 1. Financial Statements

2026-07-09 compared with 2025-12-12 · 757 added, 700 removed, 756 unchanged (66% of the section changed)

Financial Statements

IIOT-OXYS, Inc.

and Subsidiaries

Consolidated Balance Sheets

September 30, 2025

Condensed Consolidated Balance Sheets

March 31, 2026

December 31, 2025

1 unchanged sentence

Cash and cash equivalents

Prepaid expenses and other current assets

Total Current Assets

Intangible assets, net

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

2 unchanged sentences

Accrued liabilities

Bank overdraft

Deferred revenue

Notes payable - current

Shares payable to related parties

Salaries payable to related parties

Derivative liabilities

Total Current Liabilities

Notes payable

Due to stockholders

1 unchanged sentence

Commitments and Contingencies (Note 3)

Series B Convertible Preferred Stock, 600 shares designated,

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

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

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

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

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

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

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

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

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

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

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

583 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively.

Liquidation preference $ 699,600 at March 31, 2026 and December 31, 2025, respectively

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

57 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively.

Liquidation preference $ 68,400 at March 31, 2026 and December 31, 2025, respectively

Series D Convertible Preferred

shares designated, $ 0.001

Par Value, $ 1,200

stated value;

shares and 210

shares issued

and outstanding at March 31, 2026 and December 31, 2025, respectively.

Liquidation preference $ 303,600

March 31, 2026 and December 31, 2025, 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 September 30, 2025 and December 31, 2024, respectively

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

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

Series A Preferred Stock, 100 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Series E Preferred Stock, 1,207 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

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

586,385,063 shares and 586,285,063 shares issued and outstanding at March 31, 2026 and December 31, 2025,

Additional paid in capital

6 unchanged sentences

Total Liabilities and Stockholders' Equity (Deficit)

The accompanying notes are

an integral part of these condensed unaudited consolidated financial statements.

The accompanying notes are an integral part of

these condensed unaudited consolidated financial statements.

IIOT-OXYS, Inc.

and Subsidiaries

Consolidated Statements of Operations

For The Three months Ended

September 30,

For The Nine months Ended

September 30,

Condensed Consolidated Statements of Operations

For The Three Months Ended March 31,

Cost of Sales

1 unchanged sentence

Amortization of intangible assets

General and administrative

Payroll expense

Professional fees

Other general and administrative

Total Operating Expenses

1 unchanged sentence

Gain (loss) on change in FMV of derivative liability

Gain (Loss) on derivative

Loss on derivatives

Interest expense

6 unchanged sentences

$ ( 180,313 )

$ ( 669,613 )

$ ( 773,580 )

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

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

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

The accompanying notes are an integral part of

these condensed unaudited consolidated financial statements.

IIOT-OXYS, Inc.

and Subsidiaries

Consolidated Statements of Stockholders' Equity (Deficit)

For the Three Months Ended September 30, 2025

Preferred Stock

Additional Paid-in

Total Stockholders' Equity

Balance June 30, 2025

$ ( 11,438,976 )

$ ( 3,576,963 )

Balance - September 30, 2025

$ ( 11,877,865 )

$ ( 4,015,852 )

For the Nine Months Ended September 30, 2025

Condensed Consolidated Statements of Stockholders'

Equity (Deficit)

For the Three Months Ended March 31, 2026

Preferred Stock

4 unchanged sentences

$ ( 3,330,032 )

Common stock issued to related parties for services

Common stock issued for services

Sales commissions paid on capital raise

Balance - September 30, 2025

$ ( 11,877,865 )

$ ( 4,015,852 )

For the Three Months Ended September 30, 2024

Preferred Stock

Additional Paid-in

Total Stockholders' Equity

Balance - June 30, 2024

$ ( 11,090,978 )

$ ( 3,226,045 )

Balance - September 30, 2024

Sales commission paid on capital raise

Convertible preferred stock dividend

Balance - March 31, 2026

$ ( 13,043,185 )

$ ( 3,726,485 )

For the Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Preferred Stock

4 unchanged sentences

$ ( 3,347,179 )

Common stock issued for conversion of convertible note payable

Costs incurred for capital raise

Balance - September 30, 2024

Sales commission paid on capital raise

Common stock issued for services

Common stock issued to related parties for services

Convertible preferred stock dividend

Balance - March 31, 2025

$ ( 11,388,565 )

$ ( 3,530,332 )

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

The accompanying notes are an integral part of

these condensed unaudited consolidated financial statements.

IIOT-OXYS, Inc.

and Subsidiaries

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30,

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31,

Cash Flows From Operating Activities

4 unchanged sentences

Amortization of intangible assets

Amortization of debt discount on Series B & D Preferred Stock

Loss due to change in fair value of derivative liability

Common stock issued for services

Amortization of debt discount on Series B and D Preferred Stock

Loss (Gain) on change in fair value of derivative

Changes in Operating Assets and Liabilities

Decrease in accounts receivable

Decrease in prepaid expenses and other current assets

1 unchanged sentence

Increase in accrued liabilities

(Decrease) increase in derivative liability

(Decrease) increase in shares payable to related parties

Increase in derivative liability

Increase in shares payable to related parties

Increase in salaries payable to related parties

1 unchanged sentence

Cash Flows from Financing Activities

Cash received from sale of Series B Preferred Stock

Proceeds from cash overdraft

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

6 unchanged sentences

Supplemental Disclosures of Non-Cash Investing and Financing Activities

Conversion of convertible notes payable and derivative liabilities

Preferred stock dividend declared but unpaid

Issuance of common stock for services

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

The accompanying notes are an integral part of

these condensed unaudited consolidated financial statements.

IIOT-OXYS, Inc.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

September 30, 2025 and 2024

March 31, 2026 and 2025

NOTE 1 – NATURE OF OPERATIONS, BASIS

7 unchanged sentences

The Company is currently devoting substantially all its efforts in identifying, 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.

Basis of Presentation

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.

On October 30, 2025, the Company had a change

of control in management, and the Company and its debtholders mutually agreed to convert their 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 3, Note

6 and Note 7).

of Presentation

The accompanying consolidated financial statements

6 unchanged sentences

Going Concern

The accompanying condensed consolidated financial

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

As shown in the accompanying financial statements,

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

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

of September 30, 2025.

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 as of March 31, 2026, the Company has suffered continuing operating losses, has a (a) working capital deficit

of $ 2,653,885 , (b) net

loss from operations for the three months ended March 31, 2026 of $ 393,673 ,

and (d) accumulated deficit of $ 13,043,185 .

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

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

The accompanying condensed financial statements

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

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

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

22 unchanged sentences

financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31,

2024, filed with the SEC on April 30, 2025.

2025, filed with the SEC on May 11, 2026.

Principles of Consolidation

The consolidated condensed financial statements

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

and HereLab, Inc.

for March 31, 2026 and 2025, respectively, include the accounts of the Company, and its wholly owned subsidiaries OXYS Corporation and

HereLab, Inc.

All significant intercompany balances and transactions have been eliminated.

28 unchanged sentences

Company recognizes revenue in accordance with ASC Topic No.

606, Revenue from Contracts with Customers.

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

The Company recognizes revenue based on the following

16 unchanged sentences

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.

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

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 disclosures.

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

basis, with a retrospective option.

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

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.

Intangible assets, net of amortization,

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

Schedule of intangible assets

September 30, 2025

Intangible Assets

Accumulated amortization

Intangible Assets, net

The Company determined that none of its intangible

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

Amortizable intangible assets are amortized using the

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

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

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

and 2024, respectively.

The following table summarizes the Company’s

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

Schedule of estimated future amortization expense of intangible assets

2025 (Remainder of the year)

In November 2024, the FASB issued ASU 2024-03

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

Disaggregation

of Income Statement Expenses .

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

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

NOTE 3 – COMMITMENTS AND CONTINGENCIES

2017 Stock Incentive Plan & 2019 Stock

Incentive Plan

In prior years, the Company entered into consulting

agreements with one director, three executive officers, and one engineer of the Company, which included commitments to issue shares of

the Company’s common stock from the Company’s 2017 Stock Incentive Plan and 2019 Stock Incentive Plans.

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.

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 Stock Incentive Plan as

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

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

In the event that a consulting agreement is terminated

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.

the Company’s common stock from the Company’s 2017 Stock Incentive Plan (“2017 Plan”) and 2019 Stock Incentive

Plan (“2019 Plan”).

The authorized shares pursuant to the 2017 Plan were 4,500,000 shares, and per 2019 Plan were 5,000,000

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.

The consulting agreements with two

consultants 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 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.

2022 Stock Incentive Plan

On March 18, 2022, the Company adopted 2022 Stock

Incentive 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 September 30, 2025

and December 31, 2024, 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, and were issued to the advisor on March 24, 2026.

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

On June 2, 2022, the Board approved an Employment

Agreement with the CEO dated effective April 1, 2022 whereby, the CEO will receive an annual salary of $100,000 which accrues unless converted

into shares of common stock of the Company at a stipulated conversion rate.

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.

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 $ 347,373 and $ 279,352

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

Employment Agreement – COO/Interim CFO

On June 2, 2022, the Board approved an Employment

Agreement with the COO/Interim CFO dated effective April 1, 2022, whereby, the officer will receive an annual salary of $100,000 which

accrues unless converted into shares of common stock of the Company at a stipulated conversion rate.

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.

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 $ 302,970 and $ 263,041 in salaries payable to the COO/Interim CFO as of September 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 Mr.

Cliff Emmons, CEO of the Company, was terminated.

Company entered into a Consulting Agreement with Mr.

Emmons pursuant to which Mr.

Emmons will receive a monthly fee of $ 4,167

payable in Series E Preferred Stock issuable no later than 15 days following the end of the month.

The term of the Consulting

Agreement was for three months which is automatically renewable upon the consent of the parties for additional one-month terms.

Company recorded $ 12,500

in Consulting fees expense for the three months ended March 31, 2026.

Consulting fees and reimbursable expenses payable to Mr.

Emmons totaled $ 25,068

at March 31, 2026 and December 31, 2025, respectively.

NOTE 4 – CONVERTIBLE NOTES PAYABLE

The following table summarizes the outstanding

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

balance of convertible note payable, interest and conversion rates as of March 31, 2026 and December 31, 2025, respectively.

Schedule of outstanding

balance of convertible notes payable

September 30, 2025

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

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

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

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

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

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 February 2, 2026.

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

Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0006 per share.

March 31, 2026

Convertible note payable

(Note “G”) to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0006

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

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

Principal and

interest due on maturity on October 31, 2026.

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

1 unchanged sentence

Long term portion

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.

The Company shall use its best efforts to file a registration statement registering the resales of the 1 st Incentive Shares within 45 calendar days from the date hereof.

The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing.

The Company shall use its best efforts to have a registration statement registering the resales of the 1st Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 1st Incentive Shares.

Upon full conversion of the Note A and Note D, the Company shall issue to the holder of Note A fifty thousand dollars ($50,000) worth of common shares (the “2nd Incentive Shares”) and the price per 2nd Incentive Share shall be the VWAP per common share of the Company (subject to adjustments) for the previous ten (10) Trading Days.

The Company shall use its best efforts to file a registration statement registering the resales of the 2nd Incentive Shares within forty-five (45) calendar days from the date of issuance.

The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing.

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

The Company recorded interest expense of $ 6,201

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

30, 2025 and 2024, respective.

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

2024, respectively.

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

March 2019 Convertible Note and Warrants

On March 14, 2022, the noteholder of Note D 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 D) including penalties were waived,

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

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 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).

The Company recorded interest expense of $ 1,512

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

and 2024, respectively.

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

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

August 2019 Convertible Note and Warrants (“Note

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

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.

The Company recorded interest expense of $ 3,781

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

30, 2025 and 2024, respectively.

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

2024, respectively.

This note is payable to a related party.

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

30, 2025 and December 31, 2024, respectively.

July 2020 Equity Financing Arrangement

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

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

2026 (Note 9).

On October 29, 2025, the noteholder of Note G

agreed to extend the maturity date of the Secured Convertible Promissory Note from October 29, 2025 to April 29, 2026, and then further

extended to October 31, 2026.

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

During the three months ended March 31, 2024,

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

stock of the Company.

The Company recorded interest expense on Note

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

2025 and 2024, respectively.

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

respectively.

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

G of $ 344 and $ 344 for the three months ended March 31, 2026 and 2025, respectively.

Accrued interest payable on Note G was $ 2,861 and

$ 2,517 as of March 31, 2026 and December 31, 2025, respectively.

The principal balance payable of Note G totaled $ 13,942 as of March 31,

2026 and December 31, 2025, respectively.

NOTE 5 – EARNINGS (LOSS) PER SHARE

The following table sets forth the computation

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

of basic and diluted net loss per share of common stock for the three months ended March 31, 2026 and 2025, respectively:

Schedule of computation

of basic and diluted net loss per share of common stock

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Net loss attributable to common stockholders (basic)

1 unchanged sentence

$ ( 180,313 )

$ ( 669,613 )

$ ( 773,580 )

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

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The following outstanding common stock equivalents

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

their inclusion would be anti-dilutive:

have been excluded from diluted net loss per common share for the three months ended March 31, 2026 and 2025, respectively, because their

inclusion would be anti-dilutive:

Schedule of anti-dilutive shares

As of September 30,

Warrants to purchase common stock

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

3,087,954,876

1,507,888,113

As of March 31,

Potentially issuable shares related to convertible notes payable

Potentially issuable vested shares to directors and officers

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Total anti-dilutive common stock equivalents

3,087,954,876

1,522,500,613

NOTE 6 – RELATED PARTIES

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

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

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

The Company has

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

The Company executed a Convertible Promissory

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

The Company executed a Convertible

Promissory Note (“Note”) payable to its CEO and director (“Officer”) and indebted in the principal amount of

as of December 31, 2023.

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

On February 5, 2024, the Company and the Officer entered into a Debt Exchange Agreement to convert $ 55,000

principal balance of Note and $ 13,825

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

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

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

In exchange for the cancellation of all indebtedness of the Company owed the Officer as evidenced by the Note, and

for no additional consideration, the Company agreed to issue to Officer 57

shares of the Company’s Series C Convertible Preferred Stock, at the stated value of $1,200 per share (See Note 7).

As of September

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

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

The Company executed three convertible promissory

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

and recorded accrued interest payable of $ 89,950

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

These advances were included and recorded in accrued liabilities as of

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

dividend payable on this Convertible Preferred Stock (including default for non-payment of dividend) totaled $ 30,547

as of March 31, 2026 and December 31, 2025, respectively.

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).

October 30, 2025, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with its Officer,

pursuant to which the Officer 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 the Officer’s unpaid compensation as of March 31, 2026.

The Company has recorded

consulting fees expense of $ 12,500 for

the three months ended March 31, 2026.

Consulting fees and reimbursable expenses payable to the Officer totaled $ 25,068 and

of March 31, 2026 and December 31, 2025, respectively.

The expected number of Series

E Preferred Stock to be issued totaled 21 shares and 7 shares as of March 31, 2026 and December 31, 2025, respectively.

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 269 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 dividend

expense of $ 4,217 for the three months ended March 31, 2026, The Company recorded $ 30,547 and $ 26,330 as dividend payable to Mr.

as of March 31, 2026 and December 31, 2025, respectively (Note 7).

NOTE 7 – STOCKHOLDERS' EQUITY

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

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

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

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

shares, $ 0.001

par value common stock, and 10,000,000

shares of $ 0.001

par value preferred stock at March 31, 2026.

The Company has 586,385,063

shares of common stock, 100

shares of Series A Preferred Stock, 583

shares of Series B Preferred Stock, 57

shares of Series C Preferred Stock, 253

shares of Series D Preferred Stock, and 1,207

shares of Series E Preferred Stock issued and outstanding as of March 31, 2026.

Holders of shares of common stock are entitled

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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

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

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

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

at any given time.

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

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

the five business days prior to closing.

Stock Incentive Plans

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

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

All 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.

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

As of September 30,

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

On October 30, 2025,

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

As of March 31, 2026 and December 31, 2025, 0 shares remain unissued

or unvested pursuant to the 2017 Plan.

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

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

For the nine months

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

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

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

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

On March 18, 2022, the Board of Directors approved

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

shares remain unvested as of September 30, 2025.

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

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

For the nine months ended September 30, 2025

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

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

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

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

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

On October 30, 2025,

the Company cancelled 1,270,000 unissued shares pursuant to the 2019 Plan.

As of March 31, 2026 and December 31, 2025, 0 shares remain

unissued or unvested pursuant to the 2019 Plan.

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

The Company has awarded 14,300,000 shares under the 2022 Plan, of which 14,200,000 were issued as of December 31, 2025 and 100,000

shares were issued on March 24, 2026.

In connection with the change of control on October 30, 2025, 6,000,000 unvested shares were cancelled.

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

Shares earned and issued related to the consulting

agreements are issued under the 2017 Stock Incentive Plan and the 2019 Stock Incentive Plan (see Note 3).

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 September 30, 2025 and 2024 and changes during the nine months ended, is presented below:

non-vested shares at March 31, 2026 and 2025 and changes during the three months ended, is presented below:

Schedule of non-vested shares

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( 5,100,000 )

Balance – September 30, 2024 – (Unvested)

Balance – March 31, 2025 – (Unvested)

Balance - December 31, 2025

( 6,000,000 )

Balance – September 30, 2025 – (Unvested)

Balance – March 31, 2026 – (Unvested)

Preferred Stock

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The Board of Directors of the Company authorized

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

Stock as of September 30, 2025.

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

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The Company had 100 shares of Series A Preferred

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

Stock issued and outstanding at March 31, 2026 and December 31, 2025, respectively.

Series B Convertible Preferred Stock Equity

95 unchanged sentences

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

as amortization.

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

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 months.

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

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

The Company recorded preferred dividend expense of $ 2,541

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

September 30, 2024, respectively.

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

and December 31, 2024, respectively.

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

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

derivative liability of $ 6,630 for the three months ended March 31, 2026, and a gain of $ 2,751 for the three months ended March 31, 2025,

respectively.

The Company recorded preferred dividend expense of $ 18,334 and $ 2,485 for the three months ended March 31, 2026 and 2025,

respectively.

The Company recorded $ 197,874 and $ 179,540 as preferred stock dividend payable as of March 31, 2026 and December 31, 2025,

respectively.

The preferred stock dividend payable at March 31, 2026 included $139,406 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 March 31, 2026.

Derivative liability payable for this transaction totaled $ 84,947 and $ 78,317 at March 31, 2026 and December 31, 2025, respectively.

Series B Convertible Preferred Stock mezzanine liability was $ 84,000 at March 31, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

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

as amortization.

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

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 months.

The Company recalculated the value of the derivative

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

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

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

The Company recorded preferred stock dividend

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

and nine months ended September 30, 2024, respectively.

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

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

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

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

30, 2025 and December 31, 2024, respectively.

liability associated with this convertible preferred stock and recorded a loss of $ 8,050 in connection with the change in fair market

value of the derivative liability for the three months ended March 31, 2026, and recorded a gain of $ 3,341 for the three months ended

March 31, 2025, respectively.

The Company recorded preferred dividend expense of $ 21,814 and $ 3,018 for the three months ended March 31,

2026 and 2025, respectively.

The Company recorded $ 237,789 and $ 215,975 as preferred stock dividend payable as of March 31, 2026 and December

31, 2025, respectively.

The preferred stock dividend payable at March 31, 2026 included $170,942 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 March 31, 2026.

Derivative liability payable for this transaction totaled $ 103,150 and $ 95,099 at March 31, 2026 and December 31,

2025, respectively.

Series B Convertible Preferred Stock mezzanine liability was $ 102,000 at March 31, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

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

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

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

derivative liability is eighteen months.

The Company recorded preferred stock dividend

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

and nine months ended September 30, 2024, respectively.

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

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

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

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

30, 2025 and December 31, 2024, respectively.

liability associated with this convertible preferred stock and recorded a loss of $ 4,830 in connection with the change in fair market

value of the derivative liability for the three months ended March 31, 2026, and recorded a gain of $ 2,005 for the three months ended

March 31, 2025, respectively.

The Company recorded preferred dividend expense of $ 25,684 and $ 1,811 for the three months ended March 31,

2026 and 2025, respectively.

The Company recorded $ 114,954 and $ 89,270 as preferred stock dividend payable as of March 31, 2026 and December

31, 2025, respectively.

The preferred stock dividend payable at March 31, 2026 included $85,337 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 March 31, 2026.

Derivative liability payable for this transaction totaled $ 61,890 and $ 57,060 at March 31, 2026 and December 31, 2025,

respectively.

Series B Convertible Preferred Stock mezzanine liability was $ 61,200 at March 31, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

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

as interest expense, and $ 10,200

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

as amortization.

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

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

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

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

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

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 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 note and recorded a loss of $ 4,830

in connection with the change in fair market value of the derivative liability for the three months ended March 31, 2026, and

recorded a gain of $ 2,005

for the three months ended March 31, 2025, respectively.

In addition, the Company recorded $ 10,560

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

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

Preferred stock dividend payable to GHS on this derivative totaled

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

as preferred stock dividend expense for the three months ended March 31, 2026 and 2025, respectively.

Preferred stock dividend

payable to GHS on this derivative totaled $ 93,607

as of March 31, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at March 31, 2026 included $64,975 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 March 31, 2026.

The Company did not record the waived penalty in its financial

statements as of March 31, 2026 and 2025, respectively.

Derivative liability payable for this transaction totaled $ 61,890

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

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

as of March 31, 2026 and December 31, 2025, and Series B Convertible Preferred Stock mezzanine liability was $ 61,200

as of March 31, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

15 unchanged sentences

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

as amortization.

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

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

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

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

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

In addition, the Company recorded preferred stock

dividend expense of $ 4,936

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

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

The preferred stock dividend payable to GHS for this

derivative totaled $ 69,000

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

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 months.

The Company recalculated the value of the derivative liability associated with the

convertible note and recorded a loss of $ 12,880

in connection with the change in fair market value of the derivative liability for the three months ended March 31, 2026, and

recorded a gain of $ 5,345

for the three months ended March 31, 2025, respectively.

In addition, the Company recorded $ 10,158

as preferred stock dividend expense for the three months ended March 31, 2026 and 2025, respectively.

Preferred stock dividend

payable to GHS on this derivative totaled $ 215,658

and $ 205,500

as of March 31, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at March 31, 2026 included $141,721

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 March 31, 2026.

Derivative liability payable for this transaction totaled

and $ 152,159

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

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

as of March 31, 2026 and December 31, 2025, and Series B Convertible Preferred Stock mezzanine liability was $ 163,200

as of March 31, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

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

as amortization.

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

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

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

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

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

In addition, the Company recorded preferred stock

dividend expense of $ 2,214

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

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

The preferred stock dividend payable to GHS for this

derivative totaled $ 25,221

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

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 months.

The Company recalculated the value of the derivative liability associated with the

convertible note and recorded a loss of $ 5,777

in connection with the change in fair market value of the derivative liability for the three months ended March 31, 2026, and

recorded a gain of $ 2,398

for the three months ended March 31, 2025, respectively.

In addition, the Company recorded $ 10,267

as preferred stock dividend expense for the three months ended March 31, 2026 and 2025, respectively.

Preferred stock dividend

payable to GHS on this derivative totaled $ 85,266

as of March 31, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at March 31, 2026 included $57,831 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 March 31, 2026.

Derivative liability payable for this transaction totaled

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

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

as of March 31, 2026 and December 31, 2025, and Series B Convertible Preferred Stock mezzanine liability was $ 73,200

as of March 31, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

15 unchanged sentences

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

as amortization.

as a loss recorded on issuance to interest expense.

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

1 unchanged sentence

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

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

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

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

September 30, 2024, respectively.

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

30, 2025 and December 31, 2024, respectively.

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

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

liability associated with the convertible note and recorded a loss of $ 5,872 in connection with the change in fair market value of the

derivative liability for the three months ended March 31, 2026, and recorded a gain of $ 2,440 for the three months ended March 31, 2025,

respectively.

In addition, the Company recorded $ 9,535 and $ 2,201 as preferred stock dividend expense for the three months ended March

31, 2026 and 2025, respectively.

Preferred stock dividend payable to GHS on this derivative totaled $ 72,016 and $ 62,481 as of March 31,

2026 and December 31, 2025, respectively.

The preferred stock dividend payable at March 31, 2026 included $50,980 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 March 31, 2026.

Derivative liability payable for this transaction totaled $ 75,239 and $ 69,367 as of March 31, 2026 and December 31, 2025,

and Series B Convertible Preferred Stock mezzanine liability was $74,400 as of March 31, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

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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 ,

On April 16, 2024 (the date of receipt of

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

of $ 20,324 ,

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

1 unchanged sentence

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

as amortization.

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

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

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

In addition, the Company recorded preferred stock dividend expense

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

ended September 30, 2024, respectively.

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

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

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

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

liability associated with the convertible note and recorded a loss of $ 1,706 in connection with the change in fair market value of the

derivative liability for the three months ended March 31, 2026, and recorded a gain of $ 678 for the three months ended March 31, 2025,

respectively.

In addition, the Company recorded $ 1,957 and $ 710 as preferred stock dividend expense for the three months ended March 31,

2026 and 2025, respectively.

Preferred stock dividend payable to GHS on this derivative totaled $ 11,767 and $ 9,810 as of March 31, 2026

and December 31, 2025, respectively.

The preferred stock dividend payable at March 31, 2026 included $6,843 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 March 31, 2026.

Derivative liability payable for this transaction totaled $ 21,575 and $ 19,870 as of March 31, 2026 and December 31, 2025,

and Series B Convertible Preferred Stock mezzanine liability was $ 24,000 as of March 31, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

9 unchanged sentences

The Company paid $ 7,860 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 ,

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

interest expense, and $ 51,600 as

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

day one loss on the derivative, $ 9,400

as interest expense, and $ 56,400 as

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

as amortization.

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

as a loss recorded on issuance to 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 $ 23,166 and $ 5,169 for the three months and nine months ended September 30, 2025.

In addition, the Company recorded preferred

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

The preferred stock dividend

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

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

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

liability associated with the convertible note and recorded a loss of $ 4,008

in connection with the change in fair market value of the derivative liability for the three months ended March 31, 2026 and 2025, respectively.

In addition, the Company recorded $4,252 and $ 1,809

as preferred stock dividend expense for the three months ended March 31, 2026 and 2025, respectively.

Preferred stock dividend payable

to GHS on this derivative totaled $ 21,301

as of March 31, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at March 31, 2026 included $12,743 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 March 31, 2026.

Derivative liability payable for this transaction totaled $ 50,701

as of March 31, 2026 and December 31, 2025, and Series B Convertible Preferred Stock mezzanine liability was $ 56,400

as of March 31, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

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March 1, 2024

On March 1, 2024, a convertible promissory noteholder

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

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

1 unchanged sentence

shares of Series C Convertible Preferred Stock.

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

liability of $ 40,668 ,

as contra interest expense, $ 28,157

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

as amortization expense, and $ 68,825

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

derivative liability of $ 40,668 ,

as contra interest expense, $28,157 as day one gain on the derivative, $ 68,825

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

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

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

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

months ended September 30, 2024, respectively.

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

30, 2025 and December 31, 2024.

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

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

31, 2024, respectively.

liability associated with the convertible note and recorded a loss of $ 11,718 and $ 2,565 in connection with the change in fair market

value of the derivative liability for the three months ended March 31, 2026 and 2025, respectively.

In addition, the Company recorded

$ 4,217 and $ 2,024 as preferred stock dividend expense for the three months ended March 31, 2026 and 2025, respectively.

Preferred stock

dividend payable to GHS on this derivative totaled $ 30,547 and $ 26,330 as of March 31, 2026 and December 31, 2025, respectively.

The preferred

stock dividend payable at March 31, 2026 included $15,480 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 March 31, 2026.

Derivative liability payable

for this transaction totaled $ 50,941 and $ 39,223 as of March 31, 2026 and December 31, 2025, and Series C Convertible Preferred Stock

mezzanine liability was $ 68,400 as of March 31, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

4 unchanged sentences

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.

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 (Note 8).

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

63 unchanged sentences

March 21, 2025

On March 21, 2025, pursuant to the terms of

the SPA, GHS purchased 60

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

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

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

The Company paid $ 9,200

in selling commissions and legal fees to complete this financing.

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

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

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

interest expense, and $ 72,000 as

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

amortization.

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

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

as a loss recorded on issuance to 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 $ 29,574 and $ 14,131 for the three months and nine months ended September 30, 2025.

In addition, the Company recorded preferred

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

The preferred stock dividend

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

The derivative liability payable for this transaction totaled

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

liability associated with the convertible note and recorded a loss of $ 7,600 and a gain of $ 191 in connection with the change in fair

market value of the derivative liability for the three months ended March 31, 2026 and 2025, respectively.

In addition, the Company recorded

$ 4,916 and $ 237 as preferred stock dividend expense for the three months ended March 31, 2026 and 2025, respectively.

Preferred stock

dividend payable to GHS on this derivative totaled $ 19,290 and $ 14,374 as of March 31, 2026 and December 31, 2025, respectively.

The preferred

stock dividend payable at March 31, 2026 included $12,544 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 March 31, 2026.

Derivative liability payable

for this transaction totaled $ 85,570 and $ 77,970 as of March 31, 2026 and December 31, 2025, and Series D Convertible Preferred Stock

mezzanine liability was $ 72,000 as of March 31, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

4 unchanged sentences

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 .

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

2 unchanged sentences

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

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

interest expense, and $ 54,000

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

as interest expense, and $ 54,000

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

as amortization.

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

The Company recalculated the value of

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

liability and recorded a loss of $ 22,180

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

In addition, the Company recorded preferred

stock dividend expense of $ 1,633

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

The preferred stock dividend payable to GHS for this derivative

totaled $ 3,071

as of September 30, 2025.

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

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

as of September 30, 2025.

as a loss recorded on issuance to 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 $ 5,700 for the three months ended March 31, 2026.

In addition, the Company recorded preferred stock dividend expense of $ 2,632

for the three months ended March 31, 2026.

Preferred stock dividend payable to GHS on this derivative totaled $ 7,825 and $ 5,193 as of

March 31, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at March 31, 2026 included $3,120 of cumulative

dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement.

Derivative liability payable for this transaction totaled $ 64,177 and $ 58,477 as of March 31, 2026 and

December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 54,000 as of March 31, 2026 and December 31, 2025,

respectively.

The Company valued the conversion feature using

5 unchanged sentences

May 14, 2025 - 1

On May 14, 2025, pursuant to the terms of

the SPA, GHS purchased 11 shares

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

On 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

4 unchanged sentences

as interest expense, $ 13,815 as

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

amortization.

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

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

as a loss recorded on issuance to interest expense.

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

derivative liability is one year.

The Company recalculated the value of derivative

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

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

In addition, the Company recorded preferred stock

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

The preferred stock dividend payable

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

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

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

a loss of $ 1,393 for the three months ended March 31, 2026.

In addition, the Company recorded preferred stock dividend expense of $ 644

for the three months ended March 31, 2026.

Preferred stock dividend payable to GHS on this derivative totaled $ 1,755 and $ 1,111 as of

March 31, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at March 31, 2026 included $753 of cumulative

dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement.

Derivative liability payable for this transaction totaled $ 15,688 and $ 14,294 as of March 31, 2026 and

December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 13,200 as of March 31, 2026 and December 31, 2025,

respectively.

The Company valued the conversion feature using

5 unchanged sentences

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 .

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

2 unchanged sentences

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

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

interest expense, $ 13,815 as

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

as amortization.

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

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

as interest expense, $ 13,815

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

as a loss recorded on issuance to 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 $ 12,322 and $ 1,583 for the three months and nine months ended September 30, 2025.

In addition, the Company recorded preferred

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

The preferred stock dividend

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

The derivative liability payable for this transaction totaled

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

a loss of $ 3,167 for the three months ended March 31, 2026.

In addition, the Company recorded preferred stock dividend expense of $ 1,463

for the three months ended March 31, 2026.

Preferred stock dividend payable to GHS on this derivative totaled $ 3,989 and $ 2,526 as of

March 31, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at March 31, 2026 included $1,711 of cumulative

dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement.

Derivative liability payable for this transaction totaled $ 35,654 and $ 32,487 as of March 31, 2026 and

December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 30,000 as of March 31, 2026 and December 31, 2025,

respectively.

The Company valued the conversion feature using

4 unchanged sentences

term of 1 year.

The following table represents the change in the

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

Schedule of change in the fair value of the derivative liabilities

Balance at December 31, 2023

Additions to derivative liability

Change in the fair value of derivative liability

Balance at September 30, 2024

Balance at December 31, 2024

Additions to derivative liability

Change in the fair value of derivative liability

Balance at September 30, 2025

As a result of issuance of derivative

instruments, the Company recorded a derivative liability of $ 1,073,416

and $ 758,787

as of September 30, 2025 and December 31, 2024, Series B Convertible Preferred Stock liability of $ 699,600

and $ 694,800

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

as of September 30, 2025 and December 31, 2024, and Series D Convertible Preferred Stock liability of $ 169,200

and $ 0 as of September 30, 2025 and December 31, 2024, respectively.

A summary of the status of the Company’s

warrants as of September 30, 2025 and 2024, and changes during the nine months then ended, is presented below:

Schedule of warrant activity

Exercise Price

Contractual Life

Outstanding at December 31, 2023

Expired/Forfeited

( 2,555,897 )

Outstanding at September 30, 2024

Outstanding at December 31, 2024

Expired/Forfeited

Outstanding at September 30, 2025

NOTE 9 – SUBSEQUENT EVENTS

On October 29, 2025, the

Company entered into an extension to the Note G pursuant to which the Maturity Date for the Note G was extended until April 29, 2026.

In addition, all prior events of default were waived by GHS (See NOTE 5).

On October 30, 2025, GHS Investments entered into

a financing arrangement and purchased 35 shares of Series D Convertible Preferred Stock, $0.001 par value, $1,200 stated value, for a

cash consideration of $34,300, pursuant to the terms of a Security Purchase Agreement.

October 30, 2025, the Company designated (the “COD”) a new class of Series E Convertible Preferred Stock consisting

of 3,000 shares and having the rights and features described below.

The material features

of the Series E Preferred Stock, as set forth in the COD, include the following:

· Subject to a leak out (as set forth in the COD), each share of Series E Preferred Stock is convertible

into shares of Common Stock (subject to a 4.99% beneficial ownership limitation) determined by dividing the Stated Value ($1,200) by the

Conversion Price ($0.0005, subject to adjustments as set forth in the COD).

· Subject to the beneficial ownership limitation, the Series E Preferred Stock will vote with the Common

Stock on an as converted basis.

· Each share of Series E Preferred Stock is entitled to receive cumulative dividends of 10% per annum, payable

quarterly, beginning on the issue date while the Series E Preferred Stock is outstanding.

Dividends may be paid in cash or in shares of

Series E Preferred Stock, at the Company’s discretion.

The Company has the right

to redeem all (but not less than all) shares of the Series E Preferred Stock issued and outstanding at any time upon three business days’

notice at a redemption price per Series E Preferred Stock equal to the product of (i) the 1.10 multiplied by (ii) the sum of (x) the Stated

Value, (y) all accrued but unpaid dividends, and (z) all other amount due to the holder.

On October 30, 2025,

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

company (“ GHS ”), pursuant to which, upon the occurrence of certain conditions, including defaults by the Company under

its agreements with GHS and subsequent waivers and extensions thereof by GHS, the Company would issue to GHS 100 shares (the “ GHS

Shares ”) of the Company’s Series A Super-voting Preferred Stock (the “ Series A Preferred Stock ”).

November 5, 2025 (the “ Closing ” or, the “ Closing Date ”), the closing of the SPA occurred, and GHS

was issued 100 shares of Series A Preferred Stock.

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 $ 4,433 for the three months ended March 31, 2026.

In addition, the Company recorded preferred stock dividend expense of $ 1,927

for the three months ended March 31, 2026.

Preferred stock dividend payable to GHS on this derivative totaled $ 3,026 and $ 1,099 as of

March 31, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at March 31, 2026 included $2,170 of cumulative

dividend payable at a default rate of 18% per annum pursuant to the terms of the agreement.

Derivative liability payable for this transaction totaled $ 49,916 and $ 45,482 as of March 31, 2026 and

December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 42,000 as of March 31, 2026 and December 31, 2025,

respectively.

The Company valued the conversion feature using

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

conversion exercise price ranging from $0.00048 to $0.0005, the

closing stock price of the Company’s common stock on the date of valuation ranges from $0.0005 to $0.0008, an expected dividend

yield of 0%, expected volatility ranging from 173.26% 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

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

as 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 $ 4,307 for the three months ended March 31, 2026.

In addition, the Company recorded preferred stock dividend expense of $ 1,836

for the three months ended March 31, 2026.

Preferred stock dividend payable to GHS on this derivative totaled $ 2,230 and $ 394 as of March

31, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at March 31, 2026 included $1,841 of cumulative dividend

payable at a default rate of 18% per annum pursuant to the terms of the agreement.

Derivative liability payable for this transaction totaled $ 48,490 and $ 44,183 as of March 31, 2026 and

December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 40,800 as of March 31, 2026 and December 31, 2025,

respectively.

The Company valued the conversion feature using

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

conversion exercise price ranging from $0.00048 to $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 173.26% to 198.95%, risk-free interest rates ranging from 3.48% to 3.68%, and an expected

term of 1 year.

March 12, 2026

On March 12, 2026, pursuant to the terms of

the SPA, GHS purchased 43

shares of Series D Convertible Preferred Stock for gross consideration of $ 43,000 .

The Company paid $ 2,860

in sales commissions and legal fees to complete this financing.

On March 12, 2026 (the date of receipt of

cash proceeds of $40,140), the Company valued the fair value of the derivative and recorded an initial derivative liability of

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

as interest expense, $ 8,600

as Series D Convertible Preferred Stock mezzanine liability, and $ 40,140

as 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 $ 4,319 for the three months ended March 31, 2026.

In addition, the Company recorded preferred stock dividend expense of $ 357

for the three months ended March 31, 2026.

Preferred stock dividend payable to GHS on this derivative totaled $ 357 as of March 31, 2026.

liability payable for this transaction totaled $ 61,325 as of March 31, 2026, and Series D Convertible Preferred Stock mezzanine liability

was $ 51,600 as of March 31, 2026.

The Company valued the conversion feature using

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

conversion exercise price ranging from $0.00048 to $0.0006, the

closing stock price of the Company’s common stock on the date of valuation ranges from $0.0008 to $0.0010, an expected dividend

yield of 0%, expected volatility ranging from 173.26% to 175.68%, risk-free interest rates ranging from 3.66% to 3.68%, 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.

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 Shares.

On October 30, 2025,

the Company entered into a Debt Exchange Agreement (the “ Emmons DEA ”) with it’s Chief Executive Officer and Director.

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.

Emmons exchanged $ 387,242

of accrued compensation and unpaid fees owed to him by the Company under various agreements, for 269

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.

On October 30, 2025,

The Company recorded dividend

expense of $ 8,237 for the three months ended March 31,

2026, The Company recorded $ 13,796

as dividend payable to Mr.

Emmons as of March 31, 2026 and December 31, 2025, respectively.

30, 2025, the Company entered into a Debt Exchange Agreement (the “Mitta DEA”) with Vidhyadhar Mitta, it’s former Director.

2 unchanged sentences

the 12% Secured Convertible Promissory Note issued to Mr.

Mitta on August 2, 2019 (the “ Mitta Note ”) for 180 shares

(the “ Mitta Shares ”) of Series E Preferred Stock.

In addition to the issuance of the Mitta Shares, Mr.

to cancel 12,000 shares of Series A Preferred Stock owned by him.

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

On October 30, 2025,

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 dividend expense of $ 5,512 for the three months ended March

The Company recorded $ 9,233 and $ 5,559 as dividend payable to Mr.

Mitta as of March 31, 2026 and December 31, 2025, respectively.

30, 2025, the Company entered into a Debt Exchange Agreement (the “McNemar DEA”) with Karen McNemar, it’s former Chief

2 unchanged sentences

McNemar exchanged $ 323,269 of accrued and unpaid fees owed to her by the Company under

various agreements for 269 shares (the “ McNemar Shares ”) of Series E Preferred Stock.

In addition to the issuance of

the McNemar Shares, Ms.

McNemar agreed to cancel 6,045 shares of Series A Preferred Stock owned by her.

The closing of the McNemar DEA

occurred on November 5, 2025.

On October 30, 2025,

the Company entered into a Debt Exchange Agreement (the “ Senior Secured DEA ”) with Sergey Gogin and YVSGRAMORAH, LLC,

an entity controlled by Mr.

Gogin (the “ Senior Secured Holders ”).

Pursuant to the Senior Secured DEA, the Senior Secured

Holders exchanged an aggregate of $522,195 of principal and accrued and unpaid interest owed to the Senior Secured Holders by the Company

under the Senior Secured Convertible Note issued to Mr.

Gogin on January 22, 2018 (the “ Gogin Note ”) and the Senior

Secured Convertible Note issued to YSVGRAMORAH, LLC on March 6, 2019 (the “ YVS Note ,” together, with the Gogin Note,

the “ Senior Secured Notes ”) for an aggregate of 489 shares (the “ Senior Secured Shares ”) of Series

E Preferred Stock.

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

Contingent upon the Closing,

on October 29, 2025, the Company entered into an Asset Transfer Agreement (the “ Transfer Agreement ”) with Aingura IIoT,

S.L., a company incorporated under the laws of Spain (“ Aingura ”).

Pursuant to the Transfer Agreement, upon the Closing and a

transaction pursuant to which the Company acquires assets or an acquisition of an operating entity, the Company will transfer certain

assets owned by it to Aingura in exchange for $30,843 in fees owed to Aingura.

Until the asset transfer occurs, the Company is required

to have $30,843 of Series E Preferred Stock held in escrow in favor of Aingura (the “ Escrow Shares ”).

Once the asset

transfer occurs, the shares held in escrow will be returned to the Company.

In the event that the asset transfer does not occur within

three months of the date of the Transfer Agreement, the Company will issue the Escrow Shares to Aingura in full satisfaction of the fees

owed to Aingura by the Company.

Contingent upon the Closing,

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

Emmons pursuant

Emmons will receive a monthly fee of $4,167 payable in Series E Preferred Stock issuable no later than 15 days following

the end of the month.

The term of the Consulting Agreement is three months which is automatically renewable upon the consent of the parties

for additional one-month terms.

Upon Closing, the Mitta

Note (See NOTE E) was cancelled and the Security Agreement effective as of August 2, 2019 between Mr.

Mitta and the Company was terminated.

Upon Closing, all previous

agreements between Ms.

McNemar and Mr.

Emmons (besides the Consulting Agreement) and the Company were terminated.

McNemar has also

entered into a new consulting agreement with the Company.

Upon Closing, the Senior

Secured Notes were cancelled and the Security and Pledge Agreement dated January 22, 2018 between Mr.

Gogin and the Company was terminated

and the Security and Pledge Agreement dated March 6, 2019 between YVSGRAMORAH, LLC and the Company was terminated.

Contingent upon the Closing,

on October 30, 2025, the Company entered into debt exchange agreements with two consultants pursuant to which the Company agreed to exchange

an aggregate of $9,985 of unpaid consulting fees for an aggregate of 19,969,770 shares of the Company’s Common Stock.

At Closing, all previously-issued

shares of Series A Preferred Stock were terminated and, simultaneously, 100 shares of Series A Preferred Stock were issued to GHS.

Upon Closing, Karen McNemar

resigned from all positions within the Company.

Upon Closing, Vidhyadhar

Mitta resigned as a director of the Company.

Upon Closing, the Board

of Directors was expanded to four members and Sarfraz Hajee, Mark Grober, and Matthew Schissler were appointed as directors.

Closing, there are no arrangements or understandings between the new directors and any other persons pursuant to which the new directors

were appointed as directors.

Hajee, Grober,

and Schissler are each equity owners of GHS which has been issued shares of various series of preferred stock of the Company, including

the GHS Shares.

As has been disclosed above, through its ownership of all shares of Series A Preferred Stock issued and outstanding, GHS

has voting control of the Company.

GHS has also been issued the GHS Note, which is still outstanding as of the date hereof.

On December 1, 2025, Company entered into a Securities

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

On December 1, 2025, the Company

and GHS entered into Amendment No.

2 to the SPA pursuant to which the aggregate number of shares of Series D Convertible Preferred Stock

could be issued was increased to up to 259 shares and a fifth additional Closing was added in the amount of up to 34 shares of Series

D Preferred Stock for a Purchase Price of up to $34,000.

On December 2, 2025, the Company and GHS closed

the fifth additional Closing under the SPA in the amount of $34,000 with 34 shares of Series D Preferred Stock being issued to GHS.

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 dividend expense of $ 8,237 for the three months ended March 31, 2026.

The Company recorded $ 13,796 and $ 5,559 as dividend

payable to Ms.

McNemar as of March 31, 2026 and December 31, 2025, respectively.

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 dividend expense of $ 14,973 for the three months ended March

The Company recorded $ 25,079 and $ 10,106 as dividend payable to Mr.

Gogin as of March 31, 2026 and December 31, 2025, respectively.

The following table represents the change in the

fair value of the derivative liabilities for the three months ended March 31, 2026 and 2025, respectively.

Schedule of change in the fair value of the derivative liabilities

Balance at December 31, 2024

Additions to derivative liability

Gain due to change in the fair value of derivative liability

Balance at March 31, 2025

Balance at December 31, 2025

Additions to derivative liability

Loss due to change in the fair value of derivative liability

Balance at March 31, 2026

As a result of issuance of derivative instruments,

the Company recorded a derivative liability of $ 1,105,758 and $ 951,532 as of March 31, 2026 and December 31, 2025, Series B Convertible

Preferred Stock liability of $ 699,600 as of March 31, 2026 and December 31, 2025, Series C Convertible Preferred Stock liability of $ 68,400

as of March 31, 2026 and December 31, 2025, and Series D Convertible Preferred Stock liability of $ 303,600 and $ 252,000 as of March 31,

2026 and December 31, 2025, respectively.

NOTE 8 – SUBSEQUENT EVENTS

Management has evaluated all subsequent events through the date of

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”).

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.

On May 6, 2026, the Company entered into an extension

to the July 29, 2020 Convertible Promissory Note G issued to GHS Investments in the original principal amount of $75,000..

date of the Note G was extended from April 29, 2026 to October 31, 2026.

In addition, all prior Events of Default (as defined in the Note)

were waived by GHS (Note 4).

On June 12, 2026, GHS Investments entered into a financing arrangement

and purchased 37 shares of Series D Convertible Preferred Stock, $0.001 par value, $1,200 stated value, for a cash consideration of $36,280.

The Company paid sales commissions of $720.

On July 9, 2026, GHS Investments entered into

a financing arrangement and purchased 27 shares of Series D Convertible Preferred Stock, $0.001 par value, $1,200 stated value, for a

cash consideration of $26,460.

The Company paid sales commissions of $540.

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

What changed 10-Q

Item 1. Financial Statements