What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-09 compared with 2025-12-12 · 104 added, 102 removed, 180 unchanged (53% of the section changed)

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

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

and Cash Flow for the quarterly periods ended March 31, 2026 and 2025 gives effect to our acquisition of OXYS Corporation (“ OXYS ”)

on July 28, 2017.

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

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

adjustments to the carrying value or estimated useful lives.

The determinants used for this evaluation include management’s estimate

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

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

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

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

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

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

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

A conversion feature

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

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

in ASC 815, Derivatives and Hedging .

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

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

or by issuing stock that is readily convertible to cash.

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

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

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

Historical Background

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from New Jersey to Nevada.

On October 30, 2025, we 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.

At the present time, we have two wholly owned

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Results of Operations for the Three Months

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

For the three months ended September 30, 2025,

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

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

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

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

Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025 (Unaudited)

For the three months ended March 31, 2026, we

did not record any revenues and related cost of sales.

Our operating expenses totaled $63,589 which included professional fees of $56,224

for accounts, attorneys and consultants, and general and administrative expenses of $7,365.

We recorded net other expenses of $162,573

consisting of a loss of $97,220 due to change in fair market value of derivative liability;

loss on derivatives of $16,866;

interest expense

of $49,084 on promissory notes payable;

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

We also recorded

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

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

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

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

Our operating expenses were

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

and general and administrative expenses of $8,242.

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

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

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

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

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

months ended September 30, 2024.

During the current and prior period, we did not

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

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

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

Our operating expenses were

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

and general and administrative expenses of $17,861.

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

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

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

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

We also recorded $78,685 as preferred

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

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

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

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

Our operating expenses

were $327,186 which included payroll costs of $150,518, amortization of intangible assets of $37,159, legal and professional fees of $129,325,

and general and administrative expenses of $8,204.

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

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

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

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

and $597 of refund received upon department of treasury.

We also recorded preferred stock dividend

of $167,511 on convertible preferred stocks.

As a result of the above, we recorded a net loss of $393,673 attributable to common stockholders

for the three months ended March 31, 2026.

For the three months ended March 31, 2025, we

did not record any revenues and related cost of sales.

Our operating expenses totaled $92,258 which included payroll costs of $50,000,

amortization of intangible assets of $12,205, and general and administrative expenses of $30,053.

We recorded net other expense of $64,953

consisting of gain of $15,764 due to change in fair market value of derivative liability;

loss on derivatives of $14,224;

interest expense

of $75,375 primarily due to recording of $62,800 as interest expense on issuance of Series D Convertible Preferred Stock;

and other income

of $8,882 received as employee retention credit from the Internal Revenue Service in February 2025.We also recorded preferred stock dividend

on convertible preferred stock of $23,102.

As a result of the above, we recorded a net loss of $180,313 attributable to common stockholders

for the three months ended March 31, 2025.

During the current and prior period, we did not

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

No revenues were earned in Q3 2025 and, thus,

revenues were less than the same period in 2024.

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

in raising additional capital to fuel sales and marketing efforts.

Potential future revenue growth depends on our ability to raise said

capital and the following factors:

No revenues were earned in Q1, 2026, as in prior

year quarter ending March 31, 2025.

We believe revenue growth for the rest of 2026 will be challenging given the difficulty in raising

additional capital to fuel sales and marketing efforts.

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

the following factors:

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

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collaborations with us.

Despite these positive factors, we continue

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

financing agreements due to market conditions.

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

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

Given the current challenges

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

Despite these positive factors, we continue to

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

due to market conditions.

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

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

Given the current challenges in raising adequate funds, management

is pursuing options including vetting suitable companies to merge with or acquire us.

We believe we’ve created valuable assets

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The global smart manufacturing (also

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

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

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

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

Given the valuable real-world data we have collected,

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

On November 5 th , 2025, control of the

Company was transferred to our lead investor GHS.

Vidhydahar Mitta, our former independent board member, and Karen McNemar, our former

interim CFO and COO, have resigned their positions.

We thank them for their service to the Company.

Cliff Emmons will continue in the

role of CEO and, together with our new board, we are optimistic that under this new leadership the Company will have greater access to

capital to secure additional assets for the Company, including potential synergistic mergers.

We expect the net result will be increased

shareholder value.

Liquidity and Capital Resources for the

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025 (Unaudited)

At March 31, 2026, we reported a cash balance

of $6,838 as a result of net decrease of cash balance of $19,504 from $26,342 at December 31, 2025.

This decrease was primarily as a result

of net cash used in operating activities of $59,624, offset by net cash provided by sale of Series D convertible preferred stock of $43,000,

and cash payment of $2,880 in offering costs.

___________________

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

On November 5 th , 2025, after the close

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

Vidhydahar Mitta,

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

We thank them for

their service to the Company.

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

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

We expect the net result will be increased shareholder value.

Liquidity and Capital Resources for the

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

At September 30, 2025, we reported a cash balance

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

This decrease was primarily as a result

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

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

Operating Activities

Net cash flows used in

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

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

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

in operating assets and liabilities of $289,890.

The Company recorded changes in operating assets and liabilities primarily attributable

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

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

operating activities for the three months ended March 31, 2026 was $59,624, primarily attributed to the net loss of $226,162, common stock

issued for services of $100, amortization of debt discount on Series B and D convertible preferred stock of $8,600, loss due to change

in the fair value of derivative liability of $97,220, and net increase in operating assets and liabilities of $60,618.

The Company recorded

changes in operating assets and liabilities primarily attributable to decrease in accounts payable of $9,242, increase in accrued liabilities

of $12,854, and an increase in derivative liabilities of $57,006.

Net cash flows used in

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

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

assets and liabilities of $717,358.

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

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

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

operating activities for the three months ended March 31, 2025 was $56,532, primarily attributed to the net loss of $157,211, stock compensation

expense for services of $1,295, amortization of intangible assets of $12,205, gain due to change in fair value of derivative liability

of $15,764 of Series C and Series D Convertible Preferred Stock, and net increase in operating assets and liabilities of $90,943.

Company recorded changes in operating assets and liabilities primarily attributable to an increase in prepaid expenses and other current

assets of $15,000, decrease in accounts payable of $34,827, increase in accrued liabilities of $638,986, increase in derivative liabilities

of $69,825, increase in shares payable to related parties of $360, and increase in salaries payable to related parties of $31,599.

Investing Activities

Net cash used in investing

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

activities for the three months ended March 31, 2026 and 2025 was $0.

Financing Activities

Net cash provided by

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

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

financing activities for the three months ended March 31, 2026, was $40,120, due to cash received from sale of Series D Convertible Preferred

Stock of $43,000, and cash payments of offering costs of $2,880.

Net cash provided by

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

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

Net cash provided

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

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

financing activities for the three months ended March 31, 2025, was $50,800, due to cash received from sale of Series D Convertible Preferred

Stock of $60,000, net of cash payments of offering costs of $9,200.

As a result of the above

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

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

activities, the Company recorded a decrease in cash of $19,504 for the three months ended March 31, 2026, respectively.

The accompanying condensed unaudited consolidated

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As shown in the accompanying financial

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

nine months ended September 30, 2025 of $669,613, net cash used in operating activities of $159,135, and has an accumulated deficit of

$11,877,865 as of September 30, 2025.

statements, the Company has suffered continuing operating losses, has a working capital deficit of $2,653,885, net loss from operations

for the three months ended March 31, 2026 of $226,162, net cash used in operating activities of $59,624, and has an accumulated deficit

of $13,043,185 as of March 31, 2026.

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

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis