Item 2. Management’s Discussion and Analysis
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operation. Shareholders’ Equity General.
THE
FOLLOWING PRESENTATION OF OUR PLAN OF OPERATION OF SHOULD BE READ IN CONJUNCTION WITH THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.
RESULTS
OF OPERATIONS
Our
consolidated financial statements included herein have been prepared assuming that we will continue as a going concern and, accordingly,
do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might
be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long-term
operating requirements. We expect to raise additional capital through, among other things, the sale of stock or debt securities
and further implement our business plan.
Three
and Nine Months Ended September 30, 2025 and 2024
General
and administrative expenses
General
and administrative expenses increased to $39,646 for the three months ended September 30, 2025, from $2,580 for the three months
ended September 30, 2024. General and administrative expenses increased to $140,668 for the nine months ended September 30, 2025,
from $27,078 for the nine months ended September 30, 2024.The increase was primarily because of the expenses necessary to process
our SEC filings.
Professional
Fees
Professional
fees decreased to $1,968 for the three months ended September 30, 2025, from $19,125 for the three months ended September 30,
2024. Professional fees decreased to $139,142 for the nine months ended September 30, 2025, from $209,828 for the nine months
ended September 30, 2024. The decrease was primarily because of the expenses incurred in the nine months ended September 30, 2024
for the transfer of Sovryn to the Investors that resulted in a $9,159,907 reduction in principal on the senior secured notes on
February 1, 2023.
Amortization
expense and interest expense
Total
amortization expense was $Nil for the three months ended September 30, 2025 and September 30, 2024. Total amortization expense
decreased to $Nil for the nine months ended September 30, 2025, from $130,226 for the nine months ended September 30, 2024. Amortization
expense is derived from discounts recognized when we issued debt and then amortized the discount over the terms of the debt. Most
of our debt matured in 2023 and the discounts were fully amortized in 2023. In 2024, we amortized all the remaining debt discounts.
Net
Loss
Net
loss increased to $646,355 for the three months ended September 30, 2025, from $626,446 for the three months ended September 30,
2024. Net loss decreased to $2,074,314 for the nine months ended September 30, 2025, from $2,130,550 for the nine months ended
September 30, 2024. The decrease for the nine-month periods was primarily the result of decreases in amortized interest expense
and professional fees that was partially offset by an increase in general and administrative expenses, particularly in the three
months ended September 30, 2025. The net loss per basic and diluted share was $0.0004 for the three-month periods ended September
30, 2025 and 2024, respectively and $0.0013 for the nine-month periods ended September 30, 2025 and 2024, respectively, with basic
and diluted weighted averages shares outstanding of 1,603,095,243 for all of the respective periods.
Liquidity
and Capital Resources
Cash
and Working Capital
As
at September 30, 2025, we had $Nil in cash and a $22,460,609 working capital deficit, compared to cash of $Nil and working capital
deficit of $20,386,295 as at December 31, 2023. The increase in the working capital deficit primarily resulted from the accrual
of interest on our debt.
We
will require additional capital to meet our long- and short-term operating requirements. For the nine months ended September 30,
2025, our principal source of liquidity was our cash that we obtained from funds provided by the Investors. Our principal use
of cash was to fund operations. We expect that the principal uses of cash in the future will be for continuing operations associated
with rolling out our business plan and repayment of notes payable that are not converted into our Common Stock or renegotiated.
Net
Cash Used in Continuing Operating Activities
We
used $156,471 in cash from continuing operating activities for the nine months ended September 30, 2025, compared to cash used
of $219,647 from continuing operating activities during the nine months ended September 30, 2024.
Net
Cash Provided by Financing Activities
Net
cash provided by financing activities was $156,471 during the nine months ended September 30, 2025, compared to $219,647 of cash
provided by financing activities during the nine months ended September 30, 2024.
30
No
cash was used in investing activities during the nine months ended September 30, 2025 and 2024.
Going
Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has
suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience
negative cash flow from operations. These factors raise substantial doubt about the Company’s ability to continue as a going
concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s
plans in regards to this matter include raising additional equity financing and borrowing funds under a private credit facility
and/or other credit sources.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to stockholders.
Item
3. Quantitative and Qualitative Disclosures About Market Risk.
Not
applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.