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 have been prepared on a going concern basis and, accordingly, do not include any adjustments
relating to the recoverability and realization of assets or the classification of liabilities that might be necessary should we
be unable to continue in operation.
Our
ability to continue as a going concern is dependent upon our ability to raise additional capital through the issuance of equity
or debt securities, continued financial support from our largest shareholder, the execution of potential strategic initiatives,
including amalgamation or similar transactions currently being pursued by management, and the continued implementation of our
business plan. However, we may not be successful in securing such financing on a timely basis or on favorable terms, if at all.
RECENT
DEVELOPMENTS
On
January 31, 2026, Vincent DeVito was appointed to our board of directors.
Three
Months Ended March 31, 2026 and 2025
General
and administrative expenses
General
and administrative expenses decreased to $39,646 for the three months ended March 31, 2026, from $60,976 for the three months
ended March 31, 2025. The decrease was primarily because of the expenses incurred in the prior year’ quarter for processing
multiple SEC filings.
Professional
Fees
Professional
fees decreased to $46,707 for the three months ended March 31, 2026, from $56,904 for the three months ended March 31, 2025. The
decrease was primarily because of the non-recurring expenses incurred in the quarter ended March 31, 2025 for services of an independent
firm to perform valuations of the Company’s debt and equity instruments to support accounting for the instruments in the
Company’s financial statements.
Interest
expense
Interest
expense decreased to $574,102 for the three months ended March 31, 2026, from $591,597 for the three months ended March 31, 2025.
Net
Loss
Net
loss decreased to $660,455 for the three months ended March 31, 2026, from $709,477 for the three months ended March 31, 2025.
The decrease was primarily the result of decreases in general and administrative expense, professional fees and interest expense.
The net loss per basic and diluted share was $0.0004 and $0.0004, respectively, with basic and diluted weighted averages shares
outstanding of 1,678,095,243 and 1,603,095,243 for the respective periods.
Liquidity
and Capital Resources
Cash
and Working Capital
As
at March 31, 2026, we had $Nil in cash and a $23,971,123 working capital deficit, compared to cash of $Nil and working capital
deficit of $23,310,668 as at December 31, 2025. 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 three months ended March 31,
2026, 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 Operating Activities
We
used $197,432 in cash from operating activities for the three months ended March 31, 2026, compared to cash used of $90,693 from
operating activities during the three months ended March 31, 2025. The increase in net cash used in operating activities resulted
from increasing payments to vendors to reduce amounts the Company owed.
Net
Cash Provided by Financing Activities
Net
cash provided by financing activities was $197,342 during the three months ended March 31, 2026, compared to $90,693 of cash provided
by financing activities during the three months ended March 31, 2025. The increase in net cash provided by financing activities
resulted from borrowing funds from our primary shareholder to make payments to vendors that reduced amounts the Company owed.
30
No
cash was used in investing activities during the three months ended March 31, 2026 and 2025.
Going
Concern
Our
unaudited condensed consolidated financial statements have been prepared on a going concern basis and, accordingly, do not include
any adjustments relating to the recoverability and realization of assets or the classification of liabilities that might be necessary
should we be unable to continue in operation.
Our
ability to continue as a going concern is dependent upon our ability to raise additional capital through the issuance of equity
or debt securities, continued financial support from our largest shareholder, the execution of potential strategic initiatives,
including amalgamation or similar transactions currently being pursued by management, and the continued implementation of our
business plan. However, we may not be successful in securing such financing on a timely basis or on favorable terms, if at all.
We
expect to raise additional capital through, among other means, the issuance of equity or debt securities and the continued execution
of our business plan.
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.
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