What changed in this filing

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Item 1. Financial Statements

2026-05-18 compared with 2025-12-29 · 240 added, 273 removed, 815 unchanged (39% of the section changed)

1 unchanged sentence

TECHNOLOGIES INC.

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS AT MARCH 31, 2025 (Unaudited) AND DECEMBER 31, 2024 (Audited)

CONSOLIDATED INTERIM BALANCE SHEETS AT MARCH 31, 2026 (Unaudited) AND DECEMBER 31, 2025 (Audited)

expressed in United States Dollars (“US$ or $”), except for number of shares)

CURRENT ASSETS

MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY

Prepaid expense

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES

Accounts payable

and accrued liabilities (Note 4)

Loan from a principal

shareholder (Note 8)

Promissory notes

Convertible notes

Interest payable

on senior secured notes (Note 7)

Senior secured notes

Accounts payable and accrued liabilities (Note 4)

Loan from a principal shareholder (Note 8)

Promissory notes (Note 5)

Convertible notes (Note 6)

Interest payable on senior secured notes (Note 7)

Senior secured notes (Note 7)

Total liabilities

MEZZANINE EQUITY

Preferred Stock

– Series A, 50,000,000 shares authorized, $ 0.001 par value per share, stated value $ 100 per share, 100,000 shares designated,

No shares issued and outstanding, March 31, 2025 and December 31, 2024, respectively (Note 9)

Stock - Series C, $ 0.001 par value;

stated value $ 100 per share, 10,000 shares designated, No issued and outstanding, March 31, 2025 and December

31, 2024, respectively (Note 9)

Total Mezzanine

STOCKHOLDERS’

Preferred Stock – Series A, 50,000,000 shares authorized, $ 0.001 par value per share, stated value $ 100 per share, 100,000 shares designated, No shares issued and outstanding, March 31, 2026 and December 31, 2025, respectively (Note 9)

Preferred Stock - Series C, $ 0.001 par value;

stated value $ 100 per share, 10,000 shares designated, No issued and outstanding, March 31, 2026 and December 31, 2025, respectively (Note 9)

Total Mezzanine Equity

STOCKHOLDERS’ DEFICIENCY

Preferred Stock - Series B, $ 0.001 par value;

1 unchanged sentence

Preferred Stock - Series D, $ 0.001 par value;

convertible, stated value $ 3.32 per share, 230,000 shares designated, 155,000 shares issued and outstanding, March 31, 2025 and December 31,

2024, respectively (Note 9)

Preferred Stock- Series E, $ 0.001 par value;

convertible, stated value $ 1,000 per share, 1,000 shares designated, 0 Nil issued and outstanding, March 31, 2025 and December 31, 2024,

respectively;

convertible, stated value $ 3.32 per share, 230,000 shares designated, 155,000 shares issued and outstanding, March 31, 2026 and December 31, 2025, respectively (Note 9)

Preferred Stock- Series E, $ 0.001

convertible, stated value $ 1,000

per share, 1,000

shares designated, 0 Nil issued and outstanding, March 31, 2026 and December 31, 2025, respectively;

Preferred Stock - Series E-1, $ 0.001 par value;

convertible, stated value $ 0.87 per share, 1,152,500 shares designated, 1,152,500 shares issued and outstanding, March 31, 2025 and December

31, 2024, respectively (Note 9)

convertible, stated value $ 0.87 per share, 1,152,500 shares designated, 1,152,500 shares issued and outstanding, March 31, 2026 and December 31, 2025, respectively (Note 9)

Preferred Stock - Series F, $ 0.001

1 unchanged sentence

per share, 1,000

shares designated, 0 Nil issued and outstanding, December 31, 2024 and 2023, respectively (Note 9)

Preferred Stock - Series G, $ 0.001 par value;

convertible, stated value $ 1,000 per share, 4,600 shares designated, 0 Nil issued and outstanding, March 31, 2025 and December 31, 2024,

respectively (Note 9);

Preferred Stock – Series H, $ 0.001 par

shares designated, 0 Nil issued and outstanding, March 31, 2026 and December 31, 2025, respectively (Note 9)

Preferred Stock - Series G, $ 0.001

convertible, stated value $ 1,000

per share, 4,600

shares designated, 0 Nil issued and outstanding, March 31, 2026 and December 31, 2025, respectively (Note 9);

Preferred Stock – Series H, $ 0.001 par value;

convertible, stated value $ 1 per share, 39,895 shares designated, 39,895 issued and outstanding, March 31, 2026 and December 31, 2025, respectively (Note 9)

Common Stock - $ 0.001 par value;

6,000,000,000

6,000,000,000 shares authorized, 1,678,095,243 shares issued and outstanding, March 31, 2026 and December 31, 2025, respectively (Note 9)

Additional Paid

in Capital (Note 9)

stockholders’ deficiency

liabilities, mezzanine equity and stockholders’ deficiency

See the accompanying notes to the unaudited condensed consolidated interim financial statements

Additional Paid in Capital (Note 9)

Accumulated deficit

( 35,299,205 )

( 34,638,750 )

Total stockholders’ deficiency

( 23,971,123 )

( 23,310,668 )

Total liabilities, mezzanine equity and stockholders’ deficiency

the accompanying notes to the unaudited condensed consolidated interim financial statements

TECHNOLOGIES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (Unaudited)

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited)

expressed in United States Dollars (“US$ or $”), except for number of shares)

2 unchanged sentences

Operating Expenses

and administrative

Total operating

General and administrative

Professional fees

Total operating expenses

Loss before other expense

Other expense

Amortized expense

(Notes 5, 6 and 7)

Interest expense (Notes

Interest expense (Notes 5, 6 and 7)

Total other expense

2 unchanged sentences

Loss per share, basic and diluted

Weighted average

basic and diluted shares outstanding

Weighted average basic and diluted shares outstanding

1,678,095,243

1,603,095,243

See the accompanying notes to the unaudited condensed consolidated interim financial statements

the accompanying notes to the unaudited condensed consolidated interim financial statements

TECHNOLOGIES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIENCY FOR THE THREE ENDED MARCH 31, 2025 AND 2024 (Unaudited)

the Three Months Ended March 31, 2025 and 2024

CONSOLIDATED INTERIM STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY FOR THE THREE ENDED MARCH 31, 2026 AND 2025

expressed in United States Dollars (“US$ or $”), except for number of shares)

Mezzanine Equity

Preferred Stock

Additional Paid

1 unchanged sentence

1,678,095,243

Net loss for the

( 34,638,750 )

( 23,310,668 )

Net loss for the period

Balance, March 31, 2026

1,603,095,243

( 35,299,205 )

( 23,971,123 )

Balance, December 31, 2024

1,603,095,243

Net loss for the

( 31,658,127 )

( 20,386,295 )

Net loss for the period

Balance, March 31, 2025

1,603,095,243

See the accompanying notes to the unaudited condensed consolidated interim financial statements

( 32,367,604 )

( 21,095,772 )

the accompanying notes to the unaudited condensed consolidated interim financial statements

TECHNOLOGIES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (Unaudited)

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited)

expressed in United States Dollars (“US$ or $”), except for number of shares)

Three Month Ended

March 31, 2026

March 31, 2025

Cash flows from operating activities:

Net loss for the period

Adjustments to reconcile

net loss to cash used in operating activities:

Amortized expenses

(Notes 5, 6 and 7)

Changes in non-cash

working capital items:

$ ( 660,455 )

$ ( 709,477 )

Changes in non-cash working capital items:

Prepaid expenses

Accounts payable

and accrued liabilities

payable on senior secured notes

Accounts payable and accrued liabilities

Interest payable on senior secured notes

Net cash used in operating activities

2 unchanged sentences

Loan from a principal shareholder

Net cash provided by financing

Net cash provided by financing activities

Net increase (decrease) in cash

Cash, beginning

of the period

Cash, beginning of the period

Cash, end of the period

1 unchanged sentence

Interest paid

See the accompanying notes to the unaudited condensed consolidated interim financial statements

the accompanying notes to the unaudited condensed consolidated interim financial statements

TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

31, 2026 (Unaudited)

4 unchanged sentences

2 Going Concern

accompanying unaudited condensed consolidated interim financial statements have been prepared assuming we will continue as a going concern, which contemplates

the recoverability of assets and the satisfaction of liabilities in the normal course of business.

For the period ended March 31, 2025, we generated no revenues from operations, incurred a net loss of $ 709,477 (March 31, 2024 - $ 830,912 ) and had a working capital deficit of $ 21,095,771 (December 31, 2024 - $ 20,386,294 ) and an accumulated deficit of $ 32,367,604 (December 31, 2024 - $ 31,658,127 ).

It is management’s opinion that these matters raise

substantial doubt about our ability to continue as a going concern for a period of twelve months from the issuance date of these

unaudited condensed consolidated interim financial statements.

Our ability to continue as a going concern is dependent upon management’s ability to

raise additional capital as needed from the sales of stock or debt and further implement our business plan.

However, the Company

may not be able to secure such financing in a timely manner or on favourable terms, if at all.

Furthermore, if the Company issues

equity securities to raise additional funds, its existing stockholders may experience dilution, and the new equity securities

may have rights, preferences and privileges senior to those of the Company’s existing stockholders.

The accompanying unaudited condensed consolidated interim financial statements do not include any adjustments that might be required should we be unable to continue as a going concern.

accompanying unaudited condensed consolidated interim financial statements have been prepared assuming we will continue as a going

concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.

For the period ended March 31, 2026, we generated no revenues from operations, incurred a net loss of $ 660,455 (March 31, 2025

- $ 709,477 ) and had a working capital deficit of $ 23,971,123 (December 31, 2025 - $ 23,310,668 ) and an accumulated deficit of $ 35,299,205

(December 31, 2025 - $ 34,638,750 ).

It is management’s opinion that these matters raise substantial doubt about our ability

to continue as a going concern for a period of twelve months from the issuance date of these consolidated financial statements.

Our ability to continue as a going concern is dependent upon management’s ability to raise additional capital as needed

from the sales of stock or debt, ongoing support from the Company’s largest shareholder, potential amalgamation or similar

strategies that management is working on and to further implement our business plan.

However, the Company may not be able to secure

such financing in a timely manner or on favourable terms, if at all.

Furthermore, if the Company issues equity securities to raise

additional funds, its existing stockholders may experience dilution, and the new equity securities may have rights, preferences

and privileges senior to those of the Company’s existing stockholders.

The accompanying unaudited condensed consolidated

interim financial statements do not include any adjustments that might be required should we be unable to continue as a going

3 Summary of Significant Accounting Policies

of Presentation

The accompanying unaudited condensed consolidated

interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States

(“US GAAP”) for interim financial information and the Securities and Exchange Commission (“SEC”) instructions

to Form 10-Q and Article 8 of SEC Regulation S-X.

Accordingly, they do not include all of the information and footnotes required

by generally accepted accounting principles for complete consolidated financial statements and should be read in conjunction with

the Company’s audited consolidated financial statements for the years ended December 31, 2024 and 2023 and their accompanying

The accompanying unaudited condensed consolidated

interim financial statements are expressed in United States dollars (“USD”).

In the opinion of management, all adjustments

(consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations

for the interim periods presented have been reflected herein.

Operating results for the interim periods presented herein are not

necessarily indicative of the results that may be expected for the year ending December 31, 2025.

The Company’s fiscal year-end

is December 31.

The unaudited condensed consolidated interim

financial statements include the accounts of the Company and its wholly owned subsidiary.

Significant intercompany accounts and

transactions have been eliminated.

accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles

generally accepted in the United States (“US GAAP”) for interim financial information and the Securities and Exchange

Commission (“SEC”) instructions to Form 10-Q and Article 8 of SEC Regulation S-X.

Accordingly, they do not include

all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial

statements and should be read in conjunction with the Company’s audited consolidated financial statements for the years

ended December 31, 2025 and 2024 and their accompanying notes.

accompanying unaudited condensed consolidated interim financial statements are expressed in United States dollars (“USD”).

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation

of financial position and results of operations for the interim periods presented have been reflected herein.

Operating results

for the interim periods presented herein are not necessarily indicative of the results that may be expected for the year ending

December 31, 2026.

The Company’s fiscal year-end is December 31.

unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiary.

Significant intercompany accounts and transactions have been eliminated.

accounting estimates and assumptions

preparation of the unaudited condensed consolidated interim financial statements requires the use of estimates and assumptions to be made in applying the

accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent

assets and liabilities.

The estimates and related assumptions are based on previous experiences and other factors considered reasonable

under the circumstances, the results of which form the basis for making the assumptions about the carrying values of assets and

liabilities that are not readily apparent from other sources.

preparation of the unaudited condensed consolidated interim financial statements requires the use of estimates and assumptions

to be made in applying the accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses and

the disclosure of contingent assets and liabilities.

The estimates and related assumptions are based on previous experiences and

other factors considered reasonable under the circumstances, the results of which form the basis for making the assumptions about

the carrying values of assets and liabilities that are not readily apparent from other sources.

estimates and underlying assumptions are reviewed on an ongoing basis.

3 unchanged sentences

accounts that require estimates include promissory notes, convertible notes and senior secured notes due to the use of discount

Fair value of equity

classified conversion feature and warrants

value of equity classified conversion feature and warrants

determining the fair values of the equity classified conversion feature and warrants pursuant to debt financing transactions,

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inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events.

Going concern

Company evaluates its ability to continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements

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Consolidation

accompanying unaudited condensed consolidated interim financial statements include the accounts of our wholly owned subsidiary, Blockchain.tv,

Inc., which is dormant has not had operations since its inception.

The functional and reporting currency of the Company and its

subsidiaries are U.S.

accompanying unaudited condensed consolidated interim financial statements include the accounts of our wholly owned subsidiary,

Blockchain.tv, Inc., which is dormant has not had operations since its inception.

The functional and reporting currency of the

Company and its subsidiaries are U.S.

segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating

54 unchanged sentences

shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive.

June 2016, the FASB issued ASU 326, “Financial Instruments – Credit Losses”.

The ASU sets forth a “current

expected credit loss” (CECL) model which requires us to measure all expected credit losses for financial instruments held

at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts.

This replaces

the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized

cost and applies to some off-balance sheet credit exposures.

This ASU is effective for fiscal years beginning after December 15,

2019, including interim periods within those fiscal years, with early adoption permitted.

Recently, the FASB issued the final

ASU to delay adoption for smaller reporting companies to calendar year 2023.

We have adopted the ASU in year ended December 31,

Party Transactions

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Issued Accounting Pronouncements

Accounting guidance recently adopted

guidance recently adopted

November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”) to improve the disclosures regarding a

public entity’s reportable segments and address requests from investors for additional, more detailed information about

a reportable segment’s expenses.

The Company is required to adopt the guidance in the fourth quarter of fiscal 2025,

though early adoption is permitted.

The Company adopted quarterly requirements of this guidance beginning in the first

quarter of 2025 and the adoption has no material impact on the unaudited condensed interim consolidated financial

Improvements to Reportable Segment Disclosures (“ASU 2023-07”) to improve the disclosures regarding a public entity’s

reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s

The Company is required to adopt the guidance in the fourth quarter of fiscal 2025, though early adoption is permitted.

The Company adopted quarterly requirements of this guidance beginning in the first quarter of 2025 and the adoption has no material

impact on the unaudited condensed interim consolidated financial statements.

accounting guidance not yet adopted

6 unchanged sentences

impact of this amendment on its consolidated financial statements.

In January 2025, the FASB issued

a clarification by ASU 2025-01 Income Statement - Expense Disaggregation Disclosures (Topic 220):

A new guidance related to expense

disaggregation disclosures.

This guidance requires additional disclosure of certain amounts included in the expense captions presented

in the Statement of Income as well as disclosures about selling expenses.

The new guidance will be effective for us beginning in

2027 on an annual basis and in the first quarter of 2028 on a quarterly basis and may be applied on either a prospective or retrospective

January 2025, the FASB issued a clarification by ASU 2025-01 Income Statement - Expense Disaggregation Disclosures (Topic 220):

A new guidance related to expense disaggregation disclosures.

This guidance requires additional disclosure of certain amounts

included in the expense captions presented in the Statement of Income as well as disclosures about selling expenses.

The new guidance

will be effective for us beginning in 2027 on an annual basis and in the first quarter of 2028 on a quarterly basis and may be

applied on either a prospective or retrospective basis.

Early adoption of the guidance is permitted.

The Company is currently evaluating the effect this new guidance will have

on our disclosures.

The Company is currently

evaluating the effect this new guidance will have on our disclosures.

Company continues to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our

3 unchanged sentences

of Accounts Payable and Accrued Liabilities

Accounts payable

Accrued expenses

Accrued interest

5 Promissory Notes

6 unchanged sentences

Specifically:

The Company’s

Common Stock is listed on the OTC Expert Market, which restricts public quotation and limits visibility to investors.

The average daily

trading volume of the Company’s Common Stock is approximately $1,000, and the share price has historically been highly

volatile in its thinly traded status.

Company’s Common Stock is listed on the OTC Expert Market, which restricts public quotation and limits visibility to

average daily trading volume of the Company’s Common Stock is approximately $1,000, and the share price has historically

been highly volatile in its thinly traded status.

to these limitations, valuation techniques that depend on quoted market prices cannot be reliably applied.

17 unchanged sentences

The promissory note matured on April 5, 2022.

connection with the issuance of the promissory note, the Company also issued common share purchase warrants (the "Warrants")

that entitle the holder to purchase 500,000 shares of the Company’s Common Stock at an exercise price of $ 0.025 per share

at any time until December 31, 2023.

fair value of the warrants of $ 9,130 was separated from the convertible note and accounted for as a reduction of the carrying

amount of the promissory note with an increase to additional paid-in capital.

fair value of the warrants that represented a discount was amortized to consolidated statements of operation over the term of

the promissory note using the effective interest method.

the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $ 33,288 and $ 33,658 , respectively, in the

condensed consolidated interim statements of operations.

As of March 31, 2025 and December 31, 2024, $ 500,000 in principal was outstanding.

the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 33,288 and $ 33,288 , respectively, in

the condensed consolidated interim statements of operations.

As of March 31, 2026 and December 31, 2025, $ 500,000 in principal

was outstanding.

notes issued during year ended December 31, 2022

On January 14, 2022,

the Company issued a promissory note with a principal amount and cash proceeds of $ 165,000 .

The promissory note required a

$ 15,000 fee payment on maturity date.

January 14, 2022, the Company issued a promissory note with a principal amount and cash proceeds of $ 165,000 .

The promissory

note required a $ 15,000 fee payment on maturity date.

promissory note accrued interest at an annual rate of 10 %.

3 unchanged sentences

fee payable of $ 15,000 was amortized to consolidated statements of operation over the term of the promissory note.

the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $ 10,171 and $ 10,283 , respectively, in the

condensed consolidated interim statements of operations.

the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 10,171 and $ 10,171 , respectively, in

the condensed consolidated interim statements of operations.

of March 31, 2026 and December 31, 2025, $ 165,000 in principal was outstanding.

On January 14, 2022,

the Company issued a promissory note with a principal amount and cash proceeds of $ 150,000 .

The promissory note required a

$ 15,000 fee payment on maturity date.

January 14, 2022, the Company issued a promissory note with a principal amount and cash proceeds of $ 150,000 .

The promissory

note required a $ 15,000 fee payment on maturity date.

The promissory note accrued interest at an annual rate of 10 %.

Upon the occurrence of

an event of default, the promissory note accrued default interest at an annual rate of 15 %.

The convertible note matured on

December 31, 2022.

the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 15 %.

The convertible

note matured on December 31, 2022.

fee payable of $ 15,000 was amortized to consolidated statements of operations over the term of the promissory note.

2 unchanged sentences

of March 31, 2026 and December 31, 2025, $ 150,000 in principal was outstanding.

On April 27, 2022,

the Company issued a promissory note with a principal amount of $ 125,000 for cash proceeds of $ 112,500 .

Upon the occurrence

of an event of default, the promissory note accrued default interest at an annual rate of 20 %.

The promissory note matured

on December 31, 2022.

connection with the issuance of the promissory note, the Company also issued common share purchase warrants that entitle the holder

to purchase 2,500,000 shares of the Company’s Common Stock at an exercise price of $ 0.025 per share at any time until December

fair value of the warrants of $ 36,222 was separated from the convertible note and accounted for as a reduction of the carrying

amount of the promissory note with an increase to additional paid-in capital.

original issuance discount of $ 12,500 and the fair value of the warrants of $ 36,222 that represented a reduction of face value

of the note was amortized to consolidated statements of operations over the term of the promissory note using the effective interest

April 27, 2022, the Company issued a promissory note with a principal amount of $ 125,000 for cash proceeds of $ 112,500 .

the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 20 %.

The promissory

note matured on December 31, 2022.

the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 6,164 and $ 6,164 , respectively, in the

condensed consolidated interim statements of operations.

As of March 31, 2025 and December 31, 2024, $ 125,000 in principal was outstanding.

As of March 31, 2026 and December 31, 2025, $ 125,000 in principal was

notes issued during year ended December 31, 2023

4 unchanged sentences

As of December 31, 2023, the outstanding balance was $ 79,884 , which was in default for failure to make required

Upon the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 22 %.

Upon the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 22 % and

is convertible into the Company’s Common Stock at a conversion price equal to 75% multiplied by the lowest trading price

for the Common Stock during the ten trading days prior to the conversion date.

The lender may not hold more than 4.99% of the

Company’s outstanding Common Stock.

the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 6,697 and $ 6,697 , respectively, in the

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Specifically:

The Company’s

Common Stock is listed on the OTC Expert Market, which restricts public quotation and limits visibility to investors.

The average daily

trading volume of the Company’s Common Stock is approximately $1,000, and the share price has historically been highly

volatile in its thinly traded status.

Company’s Common Stock is listed on the OTC Expert Market, which restricts public quotation and limits visibility to

average daily trading volume of the Company’s Common Stock is approximately $1,000, and the share price has historically

been highly volatile in its thinly traded status.

the Company applied a market-based valuation technique using the most recent private placement price of $ 0.018 per share (dated

21 unchanged sentences

convertible notes payable, all of which are liabilities as of March 31, 2026 and December 31, 2025, are as follows:

Principal outstanding

Schedule of convertible notes payable

Principal outstanding total

Less discount

outstanding, net

6 unchanged sentences

Those convertible notes matured on December 31, 2022.

the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $ 42,166 and $ 42,636 respectively, in the

condensed consolidated interim statements of operations.

the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 42,166 and $ 42,166 respectively, in

the condensed consolidated interim statements of operations.

notes issued during year ended December 31, 2022

15 unchanged sentences

As of December 31, 2022, the discount was fully amortized.

connection with the issuance of the convertible note, the Company also issued common share purchase warrants (the "Warrants")

that entitle the holder to purchase 6,250,000 shares of the Company’s Common Stock at an exercise price of $ 0.021 per share

at any time until July 1, 2024.

fair value of the warrants of $ 80,221 was separated from the convertible note and accounted for as a reduction of the carrying

amount of the convertible note with an increase to additional paid-in capital.

fair value of the warrants was amortized to consolidated statements of operations over the term of the convertible note using

the effective interest method.

the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $ 16,644 and $ 16,829 respectively, in the

condensed consolidated interim statements of operations.

the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 16,644 and $ 16,644 respectively, in

the condensed consolidated interim statements of operations.

notes issued during year ended December 31, 2023

13 unchanged sentences

were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the three months ended March 31, 2025

and 2024, the Company recognized amortization expense of $ Nil and $ 11,538 , respectively, in the condensed consolidated interim statements of operations.

For the three months ended March 31, 2025

and 2024, the Company recorded interest expense of $ 9,221 and $ 8,661 , respectively, in the condensed consolidated interim statements of operations.

On January 10, 2023, the Company issued

a convertible note with a principal amount and cash proceeds of $ 110,000 .

The convertible note accrued interest at an annual rate

Upon the occurrence of an event of default, the note accrued default interest at an annual rate of 22 %.

the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 9,221 and $ 9,221 , respectively, in the

condensed consolidated interim statements of operations.

January 10, 2023, the Company issued a convertible note with a principal amount and cash proceeds of $ 110,000 .

The convertible

note matured on January 10, 2024.

note accrued interest at an annual rate of 12 %.

Upon the occurrence of an event of default, the note accrued default interest

at an annual rate of 22 %.

The convertible note matured on January 10, 2024.

The note is in default.

For the three months ended March 31, 2025

and 2024, the Company recorded interest expense of $ 9,221 and $ 8,661 , respectively, in the condensed consolidated interim statements of operations.

the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 9,221 and $ 9,221 , respectively, in the

condensed consolidated interim statements of operations.

notes issued during year ended December 31, 2022

13 unchanged sentences

were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method.

the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $ 7,639 and $ 7,723 in the condensed consolidated interim statements of operations.

the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 7,639 and $ 7,639 in the condensed consolidated

interim statements of operations.

February 11, 2022, the Company issued a convertible note with a principal amount of $ 137,500 for cash proceeds of $ 125,000 .

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were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method.

the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $ 11,274 and $ 11,398 in the condensed consolidated interim statements of operations.

the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 11,274 and $ 11,274 in the condensed

consolidated interim statements of operations.

notes issued during year ended December 31, 2022

May 5, 2022, the Company issued a convertible note with a principal amount of $ 110,000 for cash proceeds of $ 100,000 .

The convertible

note accrued interest at an annual rate of 12 %.

Upon the occurrence of an event of default, the convertible note accrued default

interest at an annual rate of 22 %.

May 5, 2022, the Company issued a secured convertible note with a principal amount of $ 110,000 for cash proceeds of $ 100,000 .

The secured convertible note accrued interest at an annual rate of 12 %.

Upon the occurrence of an event of default, the convertible

note accrued default interest at an annual rate of 22 %.

The convertible note matured on May 5, 2023.

The note is subordinated

to the Investor’s Senior Secured Notes, but shall have priority in right of payment over, all of the Company’s non-senior

indebtedness outstanding as of May 5, 2022 such in the event of any default, all sums payable for this secured note are subordinated

in right of payment to the Investor’s Senior Secured Notes, but shall first be paid in full before any payment is made upon

any other non-senior indebtedness.

The secured convertible notes is secured by a subordinated blanket lien on the Company’s

connection with the issuance of the convertible note, the Company also issued common share purchase warrants (the “Warrants”)

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The total of the original issuance discount and the allocated fair value of the warrants

were amortized to condensed consolidated interim statements of operations over the term of the convertible note using the effective interest method.

the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $ 9,221 and $ 9,324 in the condensed consolidated interim statements of operations.

were amortized to condensed consolidated interim statements of operations over the term of the convertible note using the effective

interest method.

the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 9,221 and $ 9,221 in the condensed consolidated

interim statements of operations.

June 24, 2022, the Company issued a convertible note with a principal amount of $ 110,000 for cash proceeds of $ 100,000 .

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were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method.

the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $ 9,221 and $ 9,324 in the

condensed consolidated interim statements of operations.

the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 9,221 and $ 9,221 in the condensed consolidated

interim statements of operations.

notes issued during year ended December 31, 2022

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were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method.

the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $ 6,917 and $ 6,995 in the condensed consolidated interim statements of operations.

the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 6,917 and $ 6,917 in the condensed consolidated

interim statements of operations.

May 5, 2022, the Company issued a convertible note with a principal amount of $ 110,000 for cash proceeds of $ 100,000 .

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were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method.

the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $ 9,017 and $ 9,118 in the condensed consolidated interim statements of operations.

the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 9,017 and $ 9,017 in the condensed consolidated

interim statements of operations.

October 14, 2022, the Company issued a convertible note with a principal amount of $ 110,000 for cash proceeds of $ 110,000 .

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the effective interest method.

the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $ 7,323 and $ 7,404 in the condensed consolidated interim statements of operations.

the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 7,323 and $ 7,323 in the condensed consolidated

interim statements of operations.

December 15, 2022, the Company issued a convertible note with a principal amount of $ 220,000 for cash proceeds of $ 200,000 .

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were being amortized to consolidated statements of operations over the term of the convertible note using the effective interest

the three months ended March 31, 2025 and 2024, the Company recognized amortization expense of $ Nil and $ 2,765 , respectively,

in the consolidated statements of operations.

The discount was fully amortized at December 31, 2024.

the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $ 18,444 and $ 18,649 in the condensed consolidated interim statements of operations.

notes issued during year ended December 31, 2023

February 2, 2023, the Company issued a convertible note with a principal amount of $ 20,000 for cash proceeds of $ 20,000 .

The convertible

note accrued interest at an annual rate of 12 %.

Upon the occurrence of an event of default, the convertible note accrued default

interest at an annual rate of 22 %.

The convertible note matured on December 31, 2023.

the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $ 1,678 and $ 1,696 , respectively, in the

condensed consolidated interim statements of operations.

the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 18,444 and $ 18,444 in the condensed

consolidated interim statements of operations.

notes issued during year ended December 31, 2022

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of operations over the term of the convertible note using the effective interest method.

the three months ended March 31, 2025 and 2024, the Company recorded interest expense of $ 1,628 and $ 1,646 in the consolidated statements

of operations.

the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 1,628 and $ 1,628 in the consolidated

statements of operations.

7 Senior Secured Notes

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common stock.

The conversion price is subject to the following:

conversion price on any conversion date will be the lower of (1) $50,000,000 divided by the total number of outstanding shares

of preferred stock, common stock, and common stock equivalents (assuming full conversion or exercise of all securities convertible

into or exercisable for equity), or (2) $1.00.

an event of default, the conversion price will be the lower of (1) 75% of the average VWAP of the Company’s common stock

over the five (5) trading days immediately preceding the conversion date, or (2) $0.015 per share.

September 24, 2021, the Notes were amended to change the conversion price to $ 0.02 .

On September 24, 2021, the Notes were amended to change the conversion price to $ 0.02 .

Warrants entitle the Investors to purchase shares of the Company’s common stock.

At the inception of the agreement, the

exercise price of the Warrants was calculated as 125 % of the base price, where the base price was determined by dividing $50,000,000

by the total number of outstanding shares of preferred stock, common stock, and common stock equivalents (assuming the full conversion

or exercise of all outstanding securities that are convertible into or exercisable for equity securities of the Company).

exercise price is subject to adjustment as provided in the Warrant agreement and may be paid on a cashless basis.

24, 2021, the exercise price of the Warrants was amended to $ 0.025 .

The exercise price may be paid on a cashless

On September 24, 2021, the exercise price of the Warrants was amended to $ 0.025 .

Company evaluated the conversion feature and warrants in accordance with Accounting Standards Codification (ASC) 815, Derivatives

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These amounts totalling $ 4,996,758 was recorded as a discount to the face value of the Notes.

The discount is being amortized

to consolidated statements of operations over the term of the notes using the effective interest method.

The discount was amortized to consolidated

statements of operations over the term of the notes using the effective interest method.

February 1, 2023, pursuant to an agreement with the lender of the Company’s senior secured notes, Sovryn was sold to the

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Schedule of senior secured notes issued

Face value of senior secured notes issued

Face value of senior secured

Debt discount

Day 1 value of

senior secured notes issued

( 4,996,758 )

1 value of senior secured notes issued

Amortization expenses

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Partial settlement of principal

( 9,159,907 )

Amortization expenses

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Balance at December 31, 2024

Amortization expenses

Balance at December

Company recorded interest expenses of $ 361,977 and $ 361,977 for the three months ended March 31, 2026 and 2025, respectively.

Company recorded discount amortization expenses of $ Nil and $ 115,923 , respectively for the three months ended March 31, 2025 and

interest payable on senior secured notes as on March 31, 2026 and December 31, 2025 amounts to $ 8,228,889 and $ 7,866,912 , respectively.

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The Company will provide at least 45 days’ written notice of any such Liquidation.

The number of Series A Preferred Stock issued and outstanding as of March 31, 2025 and December 31, 2024 was Nil .

The number of Series A Preferred Stock issued

and outstanding as of March 31, 2026 and December 31, 2025 was Nil .

July 28, 2020, the Company filed a certificate of designations of Series B Super Voting Preferred Stock (the “Certificate

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Preferred Stock are outstanding.

As of March 31, 2025 and December 31, 2024, 1,152,000 shares of Series E-1 Preferred Stock are outstanding.

As of March 31, 2026 and December 31, 2025, 1,152,000 shares of Series E-1 Preferred Stock are

F Preferred Stock

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October 11, 2021, the 1,000 shares of Series F Preferred Stock were converted into 192,073,017 shares of Common Stock.

As of March 31, 2025 and December 31, 2024, Nil shares of Series F Preferred Stock were issued and outstanding

31, 2026 and December 31, 2025, Nil shares of Series F Preferred Stock were issued and outstanding

G Preferred Stock

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March 31, 2026 and December 31, 2025, 39,895 shares of Series H Preferred Stock remain outstanding.

issuances of Common Stock occurred in the three months ended March 31, 2024 and year ended December 31, 2024.

issuances of Common Stock occurred in the three months ended March 31, 2026.

On December 30, 2025, the Company issued 75,000,000

shares of Common Stock for repayment of $ 56,250 owed to the lender.

No other issuances of Common Stock occurred in the years ended

December 31, 2025.

January 31, 2026, the Company adopted the 2026 Omnibus Equity Incentive Plan (the “Plan”) and reserved 168,000,000

shares of Common Stock for Plan use.

August 14, 2021, our shareholders approved an increase in the authorized number of shares of Common Stock to 6,000,000,000, from

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of our warrant activity is as follows:

Summary of our warrant activity is as follows

Outstanding and exercisable at January 1, 2025

( 10,600,000 )

Outstanding and exercisable at March 31, 2025

of warrant activity

Outstanding and exercisable

at January 1, 2026

Outstanding and

exercisable at March 31, 2026

determining the fair value of these equity-classified features, the Company considered the fact that its common stock is quoted

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11 Subsequent Events

Company has evaluated subsequent events through December 23, 2025, the date the financial statements were available to be issued.

Company has evaluated subsequent events through May 15, 2026, the date the financial statements were available to be issued.

On May 5, 2026, the Company issued 83,333,333

shares of unregistered Common Stock in satisfaction of a conversion notice submitted by a lender for partial repayment of our

to March 31, 2025, the Company received $ 258,918 in additional funding from its principal shareholder, Arena.

These funds were

provided to support the Company’s ongoing operations and working capital requirements.

These funds were provided

to support the Company’s ongoing operations and working capital requirements.

believes that this continued financial support from Arena demonstrates the shareholder’s commitment and provides the Company

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

What changed 10-Q

Item 1. Financial Statements