What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-07-09 · 687 added, 583 removed, 930 unchanged (58% of the section changed)

Financial Statements

IIOT-OXYS, Inc.

and Subsidiaries

Condensed Consolidated Balance Sheets

March 31, 2026

Consolidated Balance Sheets

June 30, 2026

December 31, 2025

1 unchanged sentence

Cash and cash equivalents

Prepaid expenses and other current assets

Total Current Assets

11 unchanged sentences

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

583 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively.

Liquidation preference $ 699,600 at June 30, 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

57 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively.

Liquidation preference $ 68,400 at June 30, 2026 and December 31, 2025, respectively

Series D Convertible Preferred

4 unchanged sentences

shares issued

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

and outstanding at June 30, 2026 and December 31, 2025, respectively.

Liquidation preference $ 416,400

March 31, 2026 and December 31, 2025, respectively

June 30, 2026 and December 31, 2025, respectively

Stockholders' Equity (Deficit)

Preferred Stock, $ 0.001 par value, 10,000,000 Shares authorized

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,

Series A Preferred Stock, 100 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Series E Preferred Stock, 1,207 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

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

586,385,063 shares and 586,285,063 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

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.

IIOT-OXYS, Inc.

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

and Subsidiaries

Condensed Consolidated Statements of Operations

For The Three Months Ended March 31,

Consolidated Statements of Operations

For The Three Months Ended June 30,

For The Six Months Ended June 30,

Cost of Sales

12 unchanged sentences

Provision for Income Tax

$ ( 446,814 )

$ ( 672,976 )

$ ( 182,540 )

Convertible Preferred Stock Dividend

2 unchanged sentences

$ ( 1,015,375 )

$ ( 230,724 )

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

Condensed Consolidated Statements of Stockholders'

Equity (Deficit)

For the Three Months Ended March 31, 2026

Consolidated Statements of Stockholders' Equity (Deficit)

For the Three Months Ended June 30, 2026

Preferred Stock

Additional Paid-In

Total Stockholders' Equity

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders' Equity (Deficit)

Balance - March 31, 2026

$ ( 13,043,185 )

$ ( 3,726,485 )

Sales commissions paid on capital raise

Convertible preferred stock dividend

Balance - June 30, 2026

$ ( 13,664,887 )

$ ( 4,350,807 )

For the Six Months Ended June 30, 2026

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders' Equity (Deficit)

Balance - December 31, 2025

2 unchanged sentences

Common stock issued for services

Sales commission paid on capital raise

Sales commissions paid on capital raise

Convertible preferred stock dividend

Net Loss - Six months ended June 30, 2026

Balance - June 30, 2026

$ ( 13,664,887 )

$ ( 4,350,807 )

For the Three Months Ended June 30, 2025

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders' Equity (Deficit)

Balance - March 31, 2025

1 unchanged sentence

$ ( 3,530,332 )

For the Three Months Ended March 31, 2025

Common stock issued to related parties for services

Sales commission paid on capital raise

Convertible preferred stock dividend

Balance - June 30, 2025

$ ( 11,438,976 )

$ ( 3,576,963 )

For the Six Months Ended June 30, 2025

Preferred Stock

Additional Paid-In

Total Stockholders' Equity

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders' Equity (Deficit)

Balance - December 31, 2024

1 unchanged sentence

$ ( 3,347,179 )

Sales commission paid on capital raise

Common stock issued for services

Common stock issued to related parties for services

Common stock issued for services

Sales commission paid on capital raise

Convertible preferred stock dividend

Balance - March 31, 2025

Balance - June 30, 2025

$ ( 11,438,976 )

$ ( 3,576,963 )

The accompanying notes are an integral part of

these condensed unaudited consolidated financial statements.

IIOT-OXYS, Inc.

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

and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31,

Consolidated Statements of Cash Flows

For the Six Months Ended June 30,

Cash Flows From Operating Activities

2 unchanged sentences

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

Initial loss on derivatives

Stock compensation expense for services

Amortization of intangible assets

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

Amortization of preferred stock discount

Loss (gain) due to change in fair value of derivative liability

Changes in Operating Assets and Liabilities

Decrease in prepaid expenses and other current assets

(Decrease) Increase in accounts payable

(Increase) decrease in prepaid expenses and other current

Decrease in accounts payable

Increase in accrued liabilities

Increase in derivative liability

Increase in shares payable to related parties

Increase in salaries payable to related parties

4 unchanged sentences

Net Cash Provided by Financing Activities

Net Increase in Cash and Cash Equivalents

Net (Decrease) increase in Cash and Cash Equivalents

Cash and Cash Equivalents - Beginning of Period

6 unchanged sentences

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

March 31, 2026 and 2025

June 30, 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.

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

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).

Basis 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 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 .

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 $ 3,165,406 , net loss incurred for the six months

ended June 30, 2026 of $ 1,015,375 , cash used in operating activities of $ 137,211 , and has an accumulated deficit of $ 13,664,887 as of June

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

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

The accompanying condensed financial

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

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

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

25 unchanged sentences

The consolidated condensed financial statements

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

for June 30, 2026, and 2025, respectively, include the accounts of the Company, and its wholly owned subsidiaries OXYS Corporation and

HereLab, Inc.

53 unchanged sentences

reportable segment.

Reclassification of Prior Period Balances

Certain prior period balances are reclassified

to conform with current year balances for presentation purposes, resulting in no changes in assets, liabilities and stockholders’

Recent Accounting Pronouncements

10 unchanged sentences

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 (“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.

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

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 December 31, 2025 and 2024, and 3,530,000

shares were vested and issued per the Company’s 2019 Stock Incentive Plan as of December 31, 2025 and 2024, respectively.

June 30, 2026 and December 31, 2025, there were no unvested shares remaining under any of the Plans.

2022 Stock Incentive Plan

On March 18, 2022, the Company adopted 2022 Stock

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.

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

1 unchanged sentence

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.

June 30, 2026 and December 31, 2025, there were no unvested shares remaining under any of the Plans.

Employment Agreement – CEO

On October 30, 2025, the Company had a

change in control of the management, and the Employment Agreement of Mr.

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.

The 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.

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.

The Company recorded $ 12,500 in Consulting fees

expense for the three months ended June 30, 2026.

Consulting fees and reimbursable expenses payable to Mr.

Emmons totaled $ 25,068

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

Emmons totaled $ 37,568 and

$ 12,568 at June 30, 2026 and December 31, 2025, respectively.

NOTE 4 – CONVERTIBLE NOTES PAYABLE

The following table summarizes the outstanding

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

balance of convertible note payable, interest and conversion rates as of June 30, 2026 and December 31, 2025, respectively.

Schedule of outstanding

balance of convertible notes payable

March 31, 2026

June 30, 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 “G”) to a related party investor with interest at 10% per annum, convertible at any time into shares of common

stock at $0.0006 per share.

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

Principal and

interest due on maturity on October 31, 2026.

Principal and interest due on maturity on October 31, 2026.

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

Less current portion

current portion

Long term portion

July 2020 Equity Financing Arrangement

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.

On October 29, 2025, a related party noteholder

of Note G agreed to extend the maturity date of the Secured Convertible Promissory Note from October 29, 2025 to April 29, 2026.

21, 2026, pursuant to Extension No.

7 to the Note, the maturity date was further extended to October 31, 2026, and the noteholder waived

all prior Events of Default (as defined in the Note), known or unknown, as of the effective date of the Extension.

All other terms and

conditions of Note G remained the same.

The Company recorded interest expense on Note

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.

G of $ 348 and $ 348 for the three months ended June 30, 2026 and 2025, and $ 691 and $ 691 for the six months ended June 30, 2026 and 2025,

respectively.

Accrued interest payable on Note G was $ 3,209 and $ 2,517 as of June 30, 2026 and December 31, 2025, respectively.

The principal

balance payable of Note G amounted to $ 13,942 as of June 30, 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 ended March 31, 2026 and 2025, respectively:

of basic and diluted net loss per share of common stock for the three months and six months ended June 30, 2026 and 2025, respectively:

Schedule of computation

of basic and diluted net loss per share of common stock

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Net loss attributable to common stockholders (basic)

1 unchanged sentence

$ ( 1,015,375 )

$ ( 230,724 )

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

12 unchanged sentences

The following outstanding common stock equivalents

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

have been excluded from diluted net loss per common share for the six months ended June 30, 2026 and 2025, respectively, because their

inclusion would be anti-dilutive:

Schedule of anti-dilutive shares

As of March 31,

As of June 30,

Warrants to purchase common stock

Potentially issuable shares related to convertible notes payable

Potentially issuable vested shares to directors and officers

Potentially issuable unvested shares to directors and officers

Total anti-dilutive common stock equivalents

6 unchanged sentences

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

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

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 on March 1, 2024, 57

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

dividend payable on this Convertible Preferred Stock (including default for non-payment of dividend) totaled $ 34,983

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

as of June 30, 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).

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

On October 29, 2025, a related party noteholder

of Note G agreed to extend the maturity date of the Secured Convertible Promissory Note from October 29, 2025 to April 29, 2026.

21, 2026, pursuant to Extension No.

7 to the Note, the maturity date was further extended to October 31, 2026, and the noteholder waived

all prior Events of Default (as defined in the Note), known or unknown, as of the effective date of the Extension..

All other terms and

conditions of Note G remained the same.

The Company recorded interest expense on Note

G of $ 348 and $ 348 for the three months ended June 30, 2026 and 2025, and $ 691 and $ 691 for the six months ended June 30, 2026 and 2025,

respectively.

Accrued interest payable to the related party noteholder of Note G was $ 3,209 and $ 2,517 as of June 30, 2026 and December

31, 2025, respectively.

The principal balance payable to the related party of Note G amounted to $ 13,942 as of June 30, 2026 and December

31, 2025, respectively.

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.

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 June 30, 2026.

The Company has recorded consulting fees expense of $ 12,500

for the three months and six months ended June 30, 2026.

Consulting fees and reimbursable expenses payable to the Officer totaled

as of June 30, 2026 and December 31, 2025, respectively.

The expected number of Series E Preferred Stock to be issued to the Officer

totaled 32 shares and 11 shares as of June 30, 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.

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 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).

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

recorded dividend expense of $ 4,436

and $ 8,653 for the three

months and six months ended June 30, 2026, The Company recorded $ 34,983

as dividend payable to Mr.

Emmons as of June 30, 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 March 31, 2026.

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

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, 335 shares of Series D Preferred Stock, and 1,207 shares of Series E Preferred Stock issued and outstanding as of June 30, 2026.

Holders of shares of common stock are entitled

23 unchanged sentences

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

As of June 30, 2026 and December 31, 2025, 0 shares remain unissued

or unvested pursuant to the 2017 Plan.

11 unchanged sentences

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

As of June 30, 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

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

shares of common stock were authorized for issuance.

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.

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).

A summary of the status of the Company’s

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

Schedule of non-vested shares

2022 Stock Incentive Plan

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

Balance - December 31, 2024

( 5,100,000 )

Balance – March 31, 2025 – (Unvested)

Balance - December 31, 2025

( 6,000,000 )

Balance – March 31, 2026 – (Unvested)

As of June 30, 2026 and December 31, 2025, 0

shares remain unissued or unvested pursuant to the 2022 Plan.

Preferred Stock

7 unchanged sentences

Preferred Stock.

Initially, there will be

no dividends due or payable on Series A Supervoting Preferred Stock.

Any future terms with respect to dividends shall be determined by

the Board consistent with the Company’s Articles of Incorporation.

Initially, there will be no dividends due or payable on Series A Supervoting Preferred Stock.

Any future terms with respect to

dividends shall be determined by the Board consistent with the Company’s Articles of Incorporation.

Liquidation and Redemption Rights:

25 unchanged sentences

The Company had 100 shares of Series A Preferred

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

Stock issued and outstanding at June 30, 2026 and December 31, 2025, respectively.

Series B Convertible Preferred Stock Equity

55 unchanged sentences

125% of the stated value if the redemption takes place after 120 days and within 180 days of issuance;

each share of Preferred Stock is redeemed one year from the day of issuance

each share of Preferred Stock is redeemed

one year from the day of issuance.

November 19, 2020

31 unchanged sentences

this financing.

On November 19, 2020 (the date of receipt of

cash proceeds of $45,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability

of $ 103,267 ,

as day one loss on the derivative, $ 39,000

as interest expense, and $ 39,000

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

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 this convertible preferred stock and recorded a loss in connection with the change in fair market value of the

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.

On November 19, 2020 (the date of receipt of cash

proceeds of $45,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 103,267 ,

$ 58,267 as day one loss on the derivative, $ 39,000 as interest expense, and $ 39,000 as Series B Convertible Preferred Stock mezzanine

liability, and $ 45,000 as a loss recorded on issuance to interest expense.

The Company recalculated the value of the

derivative liability associated with this convertible preferred stock and recorded a gain in connection with the change in fair

market value of the derivative liability of $ 38,368

for the three months and six months ended June 30, 2026, and a loss of $ 18,715

for the three months and six months ended June 30, 2025, respectively.

The Company recorded preferred dividend expense of $ 19,167

for the three months and six months ended June 30, 2026, and $ 2,513

for the three months and six months ended June 30, 2025, respectively.

The Company recorded $ 217,041

and $ 179,540

as preferred stock dividend payable as of June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable is

included in accrued expenses payable at June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at

June 30, 2026 included $139,406 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the

GHS waived the cumulative penalty of $139,406 for non-payment of dividend as of June 30, 2026.

Derivative liability

payable for this transaction totaled $ 123,315

at June 30, 2026 and December 31, 2025, and Series B Convertible Preferred Stock mezzanine liability was $ 84,000

at June 30, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

9 unchanged sentences

$ 1,700 in selling commissions to complete this financing.

On December 16, 2020 (the date of receipt of

cash proceeds of $85,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability

of $ 106,241 ,

as day one loss on the derivative, $ 17,000

as interest expense, and $ 17,000

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

as 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 $ 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.

On December 16, 2020 (the date of receipt of cash

proceeds of $85,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 106,241 ,

$ 21,241 as day one loss on the derivative, $ 17,000 as interest expense, and $ 17,000 as Series B Convertible Preferred Stock mezzanine

liability, and $ 85,000 as a loss recorded on issuance to interest expense.

The Company recalculated the value of the

derivative liability associated with this convertible preferred stock and recorded a loss of $ 15,218

in connection with the change in fair market value of the derivative liability for the three months and six months ended June 30,

2026, and recorded a loss of $ 22,725

for the three months and six months ended June 30, 2025, respectively.

The Company recorded preferred stock dividend expense of

for the three months and six months ended June 30, 2026, and $ 3,052

for the three months and six months ended June 30, 2025, respectively.

The Company recorded $ 259,845

and $ 215,975

as preferred stock dividend payable as of June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable is

included in accrued expenses payable at June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at

June 30, 2026 included $170,902 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the

GHS waived the cumulative penalty of $170,902 for non-payment of dividend as of June 30, 2026.

Derivative liability

payable for this transaction totaled $ 118,367

as of June 30, 2026 and December 31, 2025, respectively, and Series B Convertible Preferred Stock mezzanine liability was $ 102,000

at June 30, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

15 unchanged sentences

correction was not significant to the December 31, 2021 financial statements.

The Company recalculated the value of the derivative

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 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 $ 9,131

for the three months and six months ended June 30, 2026, and recorded a gain of $ 13,635

for the three months and six months ended June 30, 2025, respectively.

The Company recorded preferred stock dividend income of

and expense of $ 21,237

for the three months and six months ended June 30, 2026, and $ 1,831

for the three months and six months ended June 30, 2025, respectively.

The Company recorded $ 110,507

as preferred stock dividend payable as of June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable is

included in accrued expenses payable at June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at

June 30, 2026 included $85,604 of cumulative dividend payable at a default rate of 18% per annum pursuant to the terms of the

GHS waived the cumulative penalty of $85,604 for non-payment of dividend as of June 30, 2026.

Derivative liability

payable for this transaction totaled $ 71,020

as of June 30, 2026 and December 31, 2025, and Series B Convertible Preferred Stock mezzanine liability was $ 61,200

as of June 30, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

15 unchanged sentences

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.

The Company recalculated the value of the derivative liability associated with

the convertible note and recorded a loss of $ 9,131

in connection with the change in fair market value of the derivative liability for the three months and six months ended June 30,

2026, and recorded a gain of $ 13,635

for the three months and six months ended June 30, 2025, respectively.

In addition, the Company recorded $ 10,106

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.

as preferred stock dividend expense for the three months and six months ended June 30, 2026, and $ 1,831

for the three months and six months ended June 30, 2025, respectively.

Preferred stock dividend payable to GHS on this derivative

totaled $ 103,713

as of June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable is included in accrued expenses

payable at June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at June 30, 2026 included $82,787

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.

penalty of $82,787 for non-payment of dividend as of June 30, 2026.

Derivative liability payable for this transaction totaled $ 71,020

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.

as of June 30, 2026 and December 31, 2025, and Series B Convertible Preferred Stock mezzanine liability was $ 61,200

as of June 30, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

16 unchanged sentences

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

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 $ 24,348

for the three months and six months ended June 30, 2026, and a gain of $ 36,360

for the three months and six months ended June 30, 2026, respectively.

In addition, the Company recorded preferred stock dividend

expense of $ 41,496

for the three months and six months ended June 30, 2026 and $ 4,883

for the three months and six months ended June 30, 2025, respectively.

The preferred stock dividend payable to GHS for this

derivative totaled $ 257,154

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

as of June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable is included in accrued expenses

payable at June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at June 30, 2026 included

$213,765 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

GHS waived the

cumulative penalty of $213,765 for non-payment of dividend as of June 30, 2026.

Derivative liability payable for this transaction

totaled $ 128,197

and $ 169,902

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.

as of June 30, 2026 and December 31, 2025, and Series B Convertible Preferred Stock mezzanine liability was $ 163,200

as of June 30, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

13 unchanged sentences

as day one gain on the derivative, $ 12,200

as interest expense, $ 12,200

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

as interest expense, $12,200 as Series B Convertible Preferred Stock mezzanine liability, and $ 61,000

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 $ 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.

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 $ 10,921

for the three months and six months ended June 30,2026, and a gain of $ 16,308

for the three months and six months ended June 30, 2025, respectively.

In addition, the Company recorded preferred stock dividend

expense of $ 10,381

for the three months and six months ended June 30, 2026, and $ 2,190

for the three months and six months ended June 30, 2025, respectively.

The preferred stock dividend payable to GHS for this

derivative totaled $ 95,647

as of June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable is included in accrued expenses

payable at June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at June 30, 2026 included $85,326

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.

penalty of $85,326 for non-payment of dividend as of June 30, 2026.

Derivative liability payable for this transaction totaled $ 84,946

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.

at June 30, 2026 and December 31, 2025, and Series B Convertible Preferred Stock mezzanine liability was $ 73,200

at June 30, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

9 unchanged sentences

commissions to complete this financing.

On August 24, 2023 (the date of receipt of

cash proceeds of $62,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability

of $ 61,679 ,

as day one gain on the derivative, $ 12,400

as interest expense, and $ 12,400

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

as 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 $ 5,872 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.

On August 24, 2023 (the date of receipt of cash

proceeds of $62,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 61,679 ,

$ 321 as day one gain on the derivative, $ 12,400 as interest expense, and $ 12,400 as Series B Convertible Preferred Stock mezzanine liability,

and $ 62,000 as a loss recorded on issuance to interest expense.

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 $ 11,100

for the three months and six months ended June 30, 2026, and a gain of $ 16,581

for the three months and six months ended June 30, 2025, respectively.

In addition, the Company recorded preferred stock dividend

expense of $ 9,641

for the three months and six months ended June 30, 2026, and $ 2,226

for the three months and six months ended June 30, 2025, respectively.

The preferred stock dividend payable to GHS for this

derivative totaled $ 81,657

as of June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable is included in accrued expenses

payable at June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at June 30, 2026 included $75,751

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 $75,751 for non-payment of dividend as of June 30, 2026.

Derivative liability payable for this transaction totaled $ 86,339

as of June 30, 2026 and December 31, 2025, and Series B Convertible Preferred Stock mezzanine liability was $ 74,400

at June 30, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

9 unchanged sentences

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 ,

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

as interest expense, and $ 24,000

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

as 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 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.

On April 16, 2024 (the date of receipt of cash

proceeds of $17,600 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 20,324 ,

$ 321 as day one loss on the derivative, $ 4,000 as interest expense, and $ 24,000 as Series B Convertible Preferred Stock mezzanine liability,

and $ 20,000 as a loss recorded on issuance to interest expense.

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 $ 3,448

for the three months and six months ended June 30, 2026 and recorded a gain of $ 5,084

for the three months and six months ended June 30, 2025, respectively.

In addition, the Company recorded preferred stock dividend

expense of $ 1,978

for the three months and six months ended June 30, 2026, and $ 718

for the three months and six months ended June 30, 2025, respectively.

The preferred stock dividend payable to GHS for this

derivative totaled $ 13,745

as of June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable is included in accrued expenses

payable at June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at June 30, 2026 included $9,915

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 June 30, 2026.

Derivative liability payable for this transaction totaled $ 25,023

as of June 30, 2026 and December 31, 2025, and Series B Convertible Preferred Stock mezzanine liability was $ 24,000

as of June 30, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

3 unchanged sentences

yield of 0%, expected volatility ranging from 173.04% to 205.33%, risk-free interest rates ranging from 3.98% to 5.18%, and an expected

term of 1 year.

term of 1 years.

October 3, 2024

3 unchanged sentences

The Company paid $ 3,860 in selling commissions and legal fees to complete this financing.

On October 3, 2024 (the date of receipt of

cash proceeds of $39,140), the Company valued the fair value of the derivative and recorded an initial derivative liability of

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 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 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.

On October 3, 2024 (the date of receipt of cash

proceeds of $39,140), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 43,000 , $ 11,480 as

day one loss on the derivative, $ 8,600 as interest expense, and $ 51,600 as Series B Convertible Preferred Stock mezzanine liability,

and $ 39,140 as a loss recorded on issuance to interest expense.

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 $ 8,103

for the three months and six months ended June 30, 2026, and a gain of $ 16,405

for the three months ended June 30, 2025, respectively.

In addition, the Company recorded preferred stock dividend expense of $ 4,388

for the three months and six months ended June 30, 2026, and $ 1,687

for the three months and six months ended June 30, 2025, respectively.

The preferred stock dividend payable to GHS for this

derivative totaled $ 25,689

as of June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable is included in accrued expenses

payable at June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at June 30, 2026 included $21,531

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 June 30, 2026.

Derivative liability payable for this transaction totaled $ 58,805

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.

as of June 30, 2026 and December 31, 2025, and Series B Convertible Preferred Stock mezzanine liability was $ 56,400

as of June 30, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

74 unchanged sentences

March 1, 2024

On March 1, 2024, a convertible promissory

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

and accrued interest of $ 13,825

into a total of 57

shares of Series C Convertible Preferred Stock.

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

derivative liability of $ 40,668 ,

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 Company recalculated the value of the derivative

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.

On March 1, 2024, a convertible promissory noteholder

and the Company mutually agreed to convert the principal balance of $ 55,000 and accrued interest of $ 13,825 into a total of 57 shares

of Series C Convertible Preferred Stock.

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

of $ 40,668 , $ 425 as contra interest expense, $28,157 as day one gain on the derivative, $ 68,825 as 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 Company recalculated the value of the

derivative liability associated with this convertible preferred stock in connection with the change in fair market value of the

derivative liability and recorded a gain of $ 8,487

and a loss of $ 3,231

for the three months and six months ended June 30, 2026, and a gain of $ 2,349

and a loss of $ 176

for the three months and six months ended June 30, 2025, respectively.

The Company recorded $ 4,436

as preferred stock dividend expense at a default rate of 18% per annum pursuant to the terms of the agreement, for the three months

and six months ended June 30, 2026, and recorded $ 2,046

as preferred stock dividend expense for the three months and six months ended June 30, 2025, respectively.

The Company recorded

as preferred stock dividend payable as of June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable is

included in accrued expenses payable at June 30, 2026 and December 31, 2025, respectively.

Derivative liability payable for this

transaction totaled $ 42,454

as of June 30, 2026 and December 31, 2025, and Series C Convertible Preferred Stock mezzanine liability was $ 68,400

as of June 30, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

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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 (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.

On March 17, 2025, the Company filed the original

Certificate of Designation designating up to 210 shares of preferred stock, $0.001 par value per share, as Series D Convertible Preferred

On April 16, 2026, the Board of Directors of the Company and the sole holder of the Series D Convertible Preferred Stock approved

Amendment No.

1 to the Certificate of Designation, increasing the number of shares designated as Series D Convertible Preferred Stock

from 210 to up to 500 shares (which shall not be subject to increase without the written consent of all of the holders of the Series D

Convertible Preferred Stock).

Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $ 1,200 , subject

to the increase set forth in the Certificate of Designation.

Each share of Series D Convertible

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in selling commissions and legal fees to complete this financing.

On March 21, 2025 (the date of receipt of

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

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

as interest expense, and $ 72,000

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

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.

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 , $ 14,224

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 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.

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

a loss of $ 13,332 and $ 20,932 for the three months and six months ended June 30, 2026, and recorded a gain of $ 15,252 and $ 15,443 for

the three months and six months ended June 30, 2025, respectively.

In addition, the Company recorded preferred stock dividend expense

of $ 4,971 and $ 9,887 for the three months and six months ended June 30, 2026, and recorded $ 2,154 and $ 2,391 for the three months

and six months ended June 30, 2025, respectively.

The preferred stock dividend payable to GHS for this derivative totaled $ 24,261 and

$ 14,374 as of June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at June 30, 2026 included $25,326

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

The preferred stock dividend payable is included in accrued expenses

payable at June 30, 2026 and December 31, 2025, respectively.

GHS waived the cumulative penalty

of $25,326 for non-payment of dividend as of June 30, 2026.

The derivative liability payable for this transaction totaled $ 98,902 and

$ 77,970 as of June 30, 2026 and December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 72,000 as of June

30, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

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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

selling commissions and legal fees to complete this financing.

On April 10, 2025 (the date of receipt of

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

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 a loss recorded on issuance to interest expense.

On April 10, 2025 (the date of receipt of cash

proceeds of $44,100), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 57,220 , $ 12,220

as day one loss on the derivative, $ 9,000 as interest expense, and $ 54,000 as Series D Convertible Preferred Stock mezzanine liability,

and $ 45,000 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 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 $ 9,999

for the three months and six months ended June 30, 2026, and recorded a gain of $ 20,034

for the three months and six months ended June 30, 2025, respectively.

In addition, the Company recorded preferred stock dividend

expense of $ 2,661

calculated at the default rate of 18% per annum pursuant to the terms of the agreement for non-payment of dividend, for the three

months and six months ended June 30, 2026, and recorded $ 1,438

for the three months and six months ended June 30, 2025, respectively.

Preferred stock dividend payable to GHS on this derivative

totaled $ 10,486

as of June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable is included in accrued expenses

payable at June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable at June 30, 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 $ 74,176

as of June 30, 2026 and December 31, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 54,000

as of June 30, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

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SPA, GHS purchased 11 shares of Series D Convertible Preferred Stock for gross consideration of $ 11,000 .

The Company paid $ 220

in selling commissions and legal fees to complete this financing.

On May 10, 2025 (the date of receipt of cash

proceeds of $10,780), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 13,815 ,

as day one loss on the derivative, $ 2,200

as interest expense, $ 13,815 as

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

The Company paid $ 220 in

selling commissions and legal fees to complete this financing.

On May 10, 2025 (the date of receipt of cash proceeds

of $10,780), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 13,815 , $ 2,815 as day

one loss on the derivative, $ 2,200 as interest expense, $ 13,815 as Series D Convertible Preferred Stock mezzanine liability, and

$ 11,000 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 expected term of the derivative in calculating the fair value of derivative

liability is one year.

The Company recalculated the value of derivative

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

a loss of $ 1,393 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.

a loss of $ 2,444 and $ 3,837 for the three months and six months ended June 30, 2026, and recorded a gain of $ 4,726 for the three months

and six months ended June 30, 2025, respectively.

In addition, the Company recorded preferred stock dividend expense of $ 654 and $ 1,298

calculated at the default rate of 18 % per annum pursuant to the terms of the agreement for non-payment of dividend, for the three months

and six months ended June 30, 2026, and recorded $ 204 for the three months and six months ended June 2025, respectively.

Preferred stock

dividend payable to GHS on this derivative totaled $ 2,409 and $ 1,111 as of June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable is included in accrued expenses

payable at June 30, 2026 and December 31, 2025, respectively.

liability payable for this transaction totaled $ 18,132 and $ 14,294 as of June 30, 2026 and December 31, 2025, and Series D Convertible

Preferred Stock mezzanine liability was $ 13,200 as of June 30, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

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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

selling commissions and legal fees to complete this financing.

On May 10, 2025 (the date of receipt of cash

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

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

On May 10, 2025 (the date of receipt of cash proceeds

of $24,500), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 31,399 , $ 6,399 as day

one loss on the derivative, $ 5,000 as interest expense, $ 5,000 as Series D Convertible Preferred Stock mezzanine liability, and $ 25,000

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

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 $ 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.

a loss of $ 5,555 and $ 8,722 for the three months and six months ended June 30, 2026, and recorded a gain of $ 10,740 for the three months

and six months ended June 30, 2025, respectively.

In addition, the Company recorded preferred stock dividend expense of $ 1,487 and $ 2,950

calculated at the default rate of 18 % per annum pursuant to the terms of the agreement for non-payment of dividend, for the three months

and six months ended June 30, 2026, and recorded $464 for the three months and six months ended June 2025, respectively.

Preferred stock

dividend payable to GHS on this derivative totaled $ 5,476 and $ 2,526 as of June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable is included in accrued expenses

payable at June 30, 2026 and December 31, 2025, respectively.

liability payable for this transaction totaled $ 41,209 and $ 32,487 as of June 30, 2026 and December 31, 2025, and Series D Convertible

Preferred Stock mezzanine liability was $ 30,000 as of June 30, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

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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.

a loss of $ 7,777 and $ 12,210 for the three months and six months ended June 30, 2026.

In addition, the Company recorded preferred stock

dividend expense of $ 2,016 and $ 3,943 for the three months and six months ended June 30, 2026.

Preferred stock dividend payable to GHS

on this derivative totaled $ 5,042 and $ 1,099 as of June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable is included in accrued expenses

payable at June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable

at June 30, 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 $ 57,693 and $ 45,482 as of June 30, 2026 and December 31, 2025, and Series D

Convertible Preferred Stock mezzanine liability was $ 42,000 as of June 30, 2026 and December 31, 2025, respectively.

The Company valued the conversion feature using

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$ 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

On December 2, 2025 (the date of receipt of cash

proceeds of $33,320), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 36,821 , $ 2,821

as day one loss on the derivative, $ 6,800 as interest expense, $ 6,800 as Series D Convertible Preferred Stock mezzanine liability, and

$ 34,000 as a loss recorded on issuance as interest expense.

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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.

a loss of $ 7,555 and $ 11,861 for the three months and six months ended June 30, 2026.

In addition, the Company recorded preferred stock

dividend expense of $ 1,857 and $ 3,693 for the three months and six months ended June 30, 2026.

Preferred stock dividend payable to GHS

on this derivative totaled $ 4,087 and $ 394 as of June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable is included in accrued expenses

payable at June 30, 2026 and December 31, 2025, respectively.

The preferred stock dividend payable

at June 30, 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 $ 56,044 and $ 44,183 as of June 30, 2026 and December 31, 2025, and Series D

Convertible Preferred Stock mezzanine liability was $ 40,800 as of June 30, 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 $0.00032 to $0.0006, the

closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 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 3.98%, 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.

In addition, GHS received 4 shares of Series D Convertible Preferred Stock as an equity incentive to consummate

the purchase transaction pursuant to amended terms of the SPA.

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 $ 62,309 , $ 22,169

as day one loss on the derivative, $ 13,400 as interest expense, $ 13,400 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 $ 10,443

for the three months and six months ended June 30, 2026.

In addition, the Company recorded preferred stock dividend expense of

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,

for the three months and six months ended June 30, 2026.

Preferred stock dividend payable to GHS on this derivative totaled $ 2,425

as of June 30, 2026.

The preferred stock dividend payable is included in accrued expenses payable at June 30, 2026 and December 31,

2025, respectively.

Derivative liability payable for this transaction totaled $ 77,473

as of June 30, 2026, and Series D Convertible Preferred Stock mezzanine liability was $ 56,400

as of June 30, 2026.

The Company valued the conversion feature using

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term of 1 year.

March 12, 2026

On March 12, 2026, pursuant to the terms of

the SPA, GHS purchased 43

April 21, 2026

On April 21, 2026, pursuant to the terms of the

SPA, GHS purchased 45

shares of Series D Convertible Preferred Stock for gross consideration of $ 45,000 .

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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

In addition, GHS received 5 shares of Series D Convertible Preferred

Stock as an equity incentive to consummate the purchase transaction pursuant to amended terms of the SPA.

On April 21, 2026 (the date of receipt of cash

proceeds of $43,100), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 60,836 , $ 17,736

as day one loss on the derivative, $ 15,000 as interest expense, $ 15,000 as Series D Convertible Preferred Stock mezzanine liability, and

$ 43,100 as a loss recorded on issuance as interest expense.

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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.

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 $ 21,582

for the three months and six months ended June 30, 2026.

In addition, the Company recorded preferred stock dividend expense of

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.

for the three months and six months ended June 30, 2026.

Preferred stock dividend payable to GHS on this derivative totaled $ 1,260

as of June 30, 2026.

The preferred stock dividend payable is included in accrued expenses payable at June 30, 2026 and December 31,

2025, respectively.

Derivative liability payable for this transaction totaled $ 82,418

as of June 30, 2026, and Series D Convertible Preferred Stock mezzanine liability was $ 60,000

as of June 30, 2026.

The Company valued the conversion feature using

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term of 1 year.

June 15, 2026

On June 15, 2026, pursuant to the terms of the

SPA, GHS purchased 37

shares of Series D Convertible Preferred Stock for gross consideration of $ 37,000 .

The Company paid $ 720

in sales commissions and legal fees to complete this financing.

In addition, GHS received 3 shares of Series D Convertible Preferred

Stock as an equity incentive to consummate the purchase transaction pursuant to amended terms of the SPA.

On June 15, 2026 (the date of receipt of cash

proceeds of $36,280), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 67,437 , $ 31,157

as day one loss on the derivative, $ 11,000 as interest expense, $ 11,000 as Series D Convertible Preferred Stock mezzanine liability, and

$ 36,280 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 gain of $ 1,502

for the three months and six months ended June 30, 2026.

In addition, the Company recorded preferred stock dividend expense of

for the three months and six months ended June 30, 2026.

Preferred stock dividend payable to GHS on this derivative totaled $ 222

as of June 30, 2026.

The preferred stock dividend payable is included in accrued expenses payable at June 30, 2026 and December 31,

2025, respectively.

Derivative liability payable for this transaction totaled $ 65,934

as of June 30, 2026, and Series D Convertible Preferred Stock mezzanine liability was $ 48,000

as of June 30, 2026.

The Company valued the conversion feature using

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

conversion exercise price ranging from $0.0003 to $0.00032, the

closing stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0006, an expected dividend

yield of 0%, expected volatility ranging from 173.04% to 182.47%, risk-free interest rates ranging from 3.84% to 3.98%, and an expected

term of 1 year.

Series E Preferred Stock

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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.

Voting Rights .

The Preferred Stock will

vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations.

However, as long as any

shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the

then outstanding shares of the Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights

given to the Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as

to redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise pari passu with, the

Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise pari passu with, the

Preferred Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of

the Holders, (d) increase the number of authorized shares of Preferred Stock, or (e) enter into any agreement with respect to any of the

Upon any liquidation, dissolution

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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.

Holder at any time and (ii) if a Mandatory Conversion has occurred prior to the Corporation Redemption Payment Date and for whatever

reason including, but not limited to, the Beneficial Ownership Limitation, a Holder still owns Preferred Stock, any such Holder may elect

to extend the Corporation Redemption Payment Date as to any or all of such Holder’s Preferred Stock for up to one hundred twenty

(120) days following the Corporation Redemption Payment Date to allow such Holder to convert its remaining Preferred Stock into Conversion

On October 30, 2025,

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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 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

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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.

expense of $ 8,578 and $ 16,815 for the three months and six months ended June 30, 2026.

The Company has recorded $ 22,374 and $ 5,599 as

dividend payable to Mr.

Emmons as of June 30, 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.

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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 dividend expense of $ 5,740 and $ 11,252 for the three months

and six months ended June 30, 2026.

The Company recorded $ 14,972 and $ 3,720 as dividend payable to Mr.

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

Mitta as of June 30, 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

6 unchanged sentences

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.

Company recorded dividend expense of $ 8,578 and $ 16,815 for the three months and six months ended June 30, 2026.

The Company recorded

$ 22,374 and $ 5,559 as dividend payable to Ms.

McNemar as of June 30, 2026 and December 31, 2025, respectively.

On October 30, 2025, the Company entered into

9 unchanged sentences

November 5, 2025.

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

The Company recorded dividend expense of $ 15,594 and $ 30,567 for the three months

and six months ended June 30, 2026.

The Company recorded $ 40,673 and $ 10,106 as dividend payable to Mr.

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

Gogin as of June 30, 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.

fair value of the derivative liabilities for the six months ended June 30, 2026 and 2025, respectively.

Schedule of change in the fair value of the derivative liabilities

1 unchanged sentence

Additions to derivative liability

Gain due to change in the fair value of derivative liability

Balance at March 31, 2025

Change in the fair value of derivative liability

Balance at June 30, 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

Change in the fair value of derivative liability

Balance at June 30, 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,

the Company recorded a derivative liability of $ 1,438,201 and $ 951,532 as of June 30, 2026 and December 31, 2025, Series B Convertible

Preferred Stock liability of $ 699,600 as of June 30, 2026 and December 31, 2025, Series C Convertible Preferred Stock liability of $ 68,400

as of June 30, 2026 and December 31, 2025, and Series D Convertible Preferred Stock liability of $ 402,000 and $ 252,000 as of June 30,

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

NOTE 8 – SUBSEQUENT EVENT

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, for $1,000 per share, for a cash consideration of $26,460.

The Company paid sales commission of $540 to complete this sale transaction.

On August 7, 2026, GHS Investments entered into

a financing arrangement and purchased 37 shares of Series D Convertible Preferred Stock, $0.001 par value, for $1,000 per share, for a

cash consideration of $36,260.

The Company paid sales commissions of $540.

The Company paid sales commission of $740 to complete this sale transaction.

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